HomeMy WebLinkAboutOrdinance No. 19551t
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CITY OF EUGENE, oREGON
ORDINANCE NO. ~S $
Enacted April ~'j, 1988
Authorizing
City of Eugene, oregon
Airport Revenue Bonds, Series 1988
TABLE OF CONTENTS
This Table of Contents if not a part
of the ordinance but is for
convenience of reference only.}
P~
SECTION 1, FINDINGS, DEFINITIONS
AND RULES OF CONSTRUCTION
1,1. Findings and Determinations,,,,,,,,,,,,,,,,,,,,,,,, 1
1.2. Definitions ........................................ 2
1.3, Rules of Construction,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 14
SECTION ~, PLEDGE; B4ND5 GENERALLY
2,1, Authorization of Bonds and Notes ................... 15
2.Z. Pledge ................. ............................ 16
2.3. Special obligations ................................ 16
2,4, Bonds Equally Secured,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 16
~.5. Bondowners Not Responsible for Use of Proceeds...,, 16
2.6. Subordinate Lien,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 17
SECTION 3, SERIES 1985 BONDS
3,1. Authorization of Series 1988 Bonds,,,,,,,,,,
, 18
3,2, ,,,
,,,
Sales of Series 1988 Bonds; Establishment of
Final Bond Terms; official Statement,,,,,,,,, 18
3.3. ,,,,,,
Disposition of Proceeds,,,,,,,,,,,,,,, lg
3,4. ,,,,,,,,,,,,,
Tax Covenants
3,5, ......................................
Authentication, Registration and Transfer..,,,.,,,, 19
19
3,6. Redemption of Series 1988 Bonds...,,,,,,,, 2D
3.7. ,,,,,,,,,
Purchase in Lieu of Mandatory Redemption,.,,.,,,,,, ~3
3.8. Execution of Bonds ....................,.,........,. 23
3,9,
3.10 Form of Bonds ......................................
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Bonds,,,,,,,,,,,,,,,, ~3
SECTION 4. FUNDS
4,1, Airport Construction Fund,,,,,,,,,,,,,,,,,,,,,,,,,,. z4
4.~. Airport Revenue Fund; Application of Revenues....,, ~5
4,3, Bond Fund; Appointment of Trustee to Administer
the Same ........................................... ~8
.. 1
Pale
SECTION 5. COVENANTS
5.1. Covenant as to Rates Rentals, Fees and Char es,.
g ..
32
5.2. Additional Covenants of the City ............. 33
5,3. ......
Insurance
.......................................... 41
SECTION b. ADDITIONAL BONDS
6.1. Additional Bonds Authorized,,,,,,,,,,,,,, 42
6,2, ,,,,,,,,,,
Basic Re
uirements
~
6,3. q
.................
,,,,,,,,,,,,,,,,
Bonds for Airport Costs 42
6.4. ............................
Completion Bonds 42
b.5. ...................................
Refunding Bonds 43
b.b. ....................................
Variable or Adjustable Rate Additional Bonds....,.. 44
44
SECTION 7. THE TRUSTEE
7.1.
7.2. Appointment ........................................
Acceptance of the Trustee 4
5
7.3. « ...............,....,.,,,
Fees, Charges and Expenses of the Trustee...,,.,.,. 45
47
7.4, Notice to Bandowners if Default Occurs ......... 47
7.5, ....
Intervention by Trustee,,,,,,,,,,,,,,,,, 48
7.6. ,,,,,,,,,,,
Successor Trustee
7.7, .........................«..,.....
Resignation by the Trustee,,,,,,,,,,,,,,,, 48
48
7.5. ,,,,,,,,,
Removal of Trustee
7.9, .................................
Appointment of the Successor Trustee by the 48
Bandowners; Temporary Trustee,,,,,,,,,,, 4g
7.10. ,,,,,,,,,,,
Concerning any Successor Trustees,,,,,,,,,,, 4g
7.11. ,,,,,,,
Trustee Protected in Relying upan Execution of
7.12, Documents.....~ .....................................
Successor Trustee while Series 1988 Bonds. 49
Outstanding ........................................ 49
SECTION 8, AMENDMENT OF THIS ORDINANCE
8.1, Amendments Without owner Consent ............. 51
8,2. ......
Amendments With Owner Consent ............. 52
8.3, .........
Proof of Consent,,,,,,,,,,,,,,,,,,,, 53
8.4. ,,,,,,,,,,,,,,,
Publication
8,5, ........................................
No Dther Notices 53
8
6 ...................................
Proof 53
.
,
8,7. ..............................................
Effective Date of Amendment 53
8.8. ,,,,,,,,,,,,,,,,,,,,,,,,
Certain Bonds Deemed not Outstanding Hereunder.,... 53
54
8.9. Ordinance to Constitute a Contract With
Bandowners; Enforcement of Same
,,,,,,,,,,,,,,,,,,,, 54
-ii-
Pale
SECTION 9. DEFAULT
9.1,
9.2, Events of Default,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Notice to Bondowners Upon Occurrence of an Event 55
9.3. of Default .........................................
Remedies Upon Occurrence of Event of Default; 56
Powers of Trustee and Bondowners; Waivers of
Event of Default; Termination of Proceedings,,,,,,, 56
9,4. Consents, etc,, of Bondowners,,,,,,,,,,,,,,,,,,,,,, 58
SECTION 14, SPECIAL PURPOSE FACILITIES
AND NET RENT LEASES
14.1, Financing of Special Purpose Facilities.,,,,,,,,,,, 64
14.2, Special Purpose Obligations,,,,,,,,,,,,,,, 64
10,3, ,,,,,,,,,
Special Purpose Facility Not Part of Airport..,,,.. 61
SECTION ll, DISCHARGE OF LIENS AND PLEDGES;
BANDS ND LONGER OUTSTANDING HEREUNDER
11,1, Bonds No Longer Outstanding,,,,,,,,,,,,,,,,,,,,,,,, 62
11.2, Defeasance ......................................... 62
11.3. Interest and Security if Nvt Outstanding,,,.,,,,,,, 63
11.4. Investments and Excess Earnings .................... 63
11.5. Nonpresentment ..................................... 64
11.6. Use of Trust Limited,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 64
11.7. Amendment .......................................... 64
SECTION 12, SERIES 1958 BGND INSURANCE
12,1, BIG to be Deemed Bondowner; Rights of BIG;
Payments by BIG in Advance of Scheduled Maturity
Dates; Notices ..................................... 65
12,2, Deposits to Bond Fund; Registered-Bond Payments
under the Bond Insurance Policy,,,,,,,,,,,,,,,,,,,, 67
12,3. Reporting Requirements,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 6g
...
- 111 -'
Page
SECTION 13. MISCELLANEOUS
13.1. No Personal Liability,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 69
13.2. Limitation of Rights,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 69
13.3. Governing Law.......... .~ .....................:..... 69
13.4. Severability,.......•....,,,,,,••,,,,•,•,,.•,...,•. 69
•~. NotlceS..•.,,,,••,••,,,,•.,,••,.s,.,•,r,••„ •••.•,. 69
13.6. Effect of Saturdays, Sundays and Legal Holidays.,,, 70
13.7. Valuation; Investments,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 70
13.8. Section Headings; Table of Contents,,,,,,,,,,,,,,,, 70
13.9. Series 1988 Reserve Equivalent,,,,,,,,,,,,,,,,,,,,, 71
13.10. Emergency .......................................... 71
Signatures .................................................. 71
Exhibit A - Airport Description
- iv - HwRmts431a/77
aRDINANcE Na.
AN ORDINANCE AUTHQRIZING THE ISSUANCE OF REVENUE BANDS
GF THE CITY OF EUGENE Ta PAY THE CASTS OF AIRPORT
IMPROVEMENTS; PRESCRIBING THE TERMS aF THE BANDS AND THE
TERMS UNDER WHICH BANDS PAYABLE FRAM AIRPORT REVENUES
MAY BE ISSUED IN THE FUTURE; PLEDGING AND LIIKITING THE
USE aF AIRPORT REVENUES; PROVIDING FOR RELATED MATTERS;
AND DECLARING AN EMERGENCY.
THE CITY of EUGENE ORDAINS AS FQLLOWS:
SECTIQN 1. FINDINGS, DEFINITIQNS AND
RULES QF CCNSTRUCTIaN
1.1. Findin s and Determinations.
1.1.1. The City of Eugene currently owns and operates
Mahlon Sweet Airport, and desires to finance capital improvements
to the Airport.
1.1.2. The airlines operating at the Airport have
agreed to finance a portion of the costs of the improvements
through the payments of terminal and airfield fees and charges.
The City finds ~t advantageous to issue revenue bonds to finance
the desired improvements to the Airport. The bonds will be
payable from the rentals and landing fees and charges payable by
the airlines, and from other revenues received by the City in
connection with the operation of the Airport, as provided in this
ordinance.
1.1.3. The bonds will be issued pursuant to the
Qregon Uniform Revenue Bond Act ~aRS 288.805 to 288.945. an
September 9, 1987,,the City adopted a resolution authorizing the
issuance of bonds in accordance with oRS 288.815. Qn
September 15, 1987, the City published a notice in The Eugene
Rec~lster-Guard, a newspaper of general circulation within the
City of~~~~~Eugene, describing the purposes for which the revenue
bonds are to be sold, the date and number of the authorizing
resolution, the expected source of revenue for repayment of the
revenue bonds, the estimated principal amount of the bonds to be
sold, the procedures by which the question of issuing the revenue
bonds may be referred to a vote, the time in which signatures
required to refer the resolution must be gathered, and the fact
that the authorizing resolution was available for inspection, all
as required by QRS 288.815~6~. The City did not. receive
petltians from any City electors petitioning that the issuance of
bonds be referred to the voters of the City within the 60-day
period fallowing publication of the notice, and the City now
adopts this ordinance to finalize the sale of the bonds
authorized by its Resolution No. 4051.
Page 1 - ordinance
1,1.4. Because the Airport is used in the trade or
business of the airlines and other taxpayers, and because the
City receives revenue in connection with that use, the Series
1988 Bonds will be "private activity bonds" under federal law,
The City has held a public hearing, pursuant to Section 147~f} of
the Internal Revenue Code, after reasonable public notice, and
has complied with,,or will comply with, the provisions of federal
law which are required for interest on the first series of bonds
issued hereunder to be excludable from gross income under federal
income tax laws.
1,2, Definitions. Capitalized terms used in this
ordinance shall have the meanings defined for such terms in this
section, unless the context clearly requires otherwise,
1.2,1. "Accountant" means the independent certified
public accountant or firm of independent certified public
accountants appointed pursuant to Section 5.2.9 hereof.
1,2.2. "Additional Bonds" means obligations issued on
a parity of lien with the Series 1988 Bonds pursuant to Section 6
hereof .
1.2,3. "Airport" means: .
~a} the presently existing airport which is owned or
operated by the City, is known as the "Mahlon Sweet Air vrt"
p.
and is shown on the map attached as Exhibit A abut excluding
all property east of Greenhill Road}; and
fib} any additions thereto or enlargements thereof
which are declared in an ordinance of the City to constitute
a part of the Airport for purposes of this ordinance, or more
than 5 percent of the casts of which are financed with
Revenues or Bond proceeds. The term "Airport" shall not,
however, include:
~i} properties sold, leased ar otherwise
disposed of or transferred pursuant to the provisions of
Section 5.2.11 hereof;
iii} properties subject to a Net Rent Lease,
except to the extent provided in Section 14 hereof.
1.2.4. "Airport Consultant" means any recognized
airport consultant or firm of airport consultants having
substantial experience with the development, operation and
management of airports, which is retained by the City from time
to time to perform the duties imposed on the Airport Consultant
under this Ordinance,
Page 2 - Ordinance
1.2.5. "Airport Costs" means any and all ca it~al
costs relatin to the Air ort in p
~ p cluding casts of land
acquisition ~includ~ng acquisa.tion for environmental reasons ,
construction enlar ~
Bement, improvement, and major maintenance.
"Airport Costs"~alsa includes: casts of refundin Bonds
other abli ati g and
g vns.payable from Revenues; costs of engineering,
consulting, planning and other studies related to the Air ort or
to Bonds; and, costs relatin to B P
g onds, including but not limited
to costs of Band reserves, costs of credit enhancements and
Reserve Equivalents for Bonds, capitalized interest for Bands
principal and interest payments on Bonds which are red
eemed from
surplus money in the Airport Construction Fund, and costs of
issuing and redeeming Bands.
1.2.G. "Airport Construction Fund" means the s ecial
fund created in Section 4.1 hereof ~~ p
which is designated The City
of Eugene Airport Construction Fund" and is held b the Cit .
Y y
1.2.7. "Airport Fund" means the special fund of the
City created in Section 4,2 hereof, which is desi noted "The '
of Eu ene Air ort Revers g City
g p ue Fund and is held by the City,
1,2,8, "BIG" means Bond Investors Guarant Insurance
Company and its successors, y
1.2.9. "Band" or "Bonds" means the Series 1988 Bonds
and any Additional Bonds. "Bonds" does not include: an S eci 1
Purpose Obligations; or an Subard' y p a
- y mate Obligations,
. 1.2,1, "Bond Fund" means the special trust fund of
the,City created pursuant to Section 4,3 hereof, which is
designated "The Clty of Eugene Airport Revenue Bond Fund" and '
held by the Trustee. is
1.2,11, "Bondowner" or "owner of Bonds" means the
bearer of any bearer Band, or the person who is listed as own r.
e
in the Bond register on the date ownership of an Bond is
Y
determined.
1.2.12, "Business Day" means any day other than a
Saturday, Sunday, legal holiday for City emplo ees, or other da
on which the Trustee w y y
void, in the ordinary course of business,
not be open to transact business.
1.2,13, "Capitalized Interest Certificate" means a
certificate signed by a City Official and filed with the closin
documents fora series of Bonds statin g
- g
~a~ the amounts and dates on which moneys in the
Airport Construction Fund are to be transferred to the Bond
Fund for the payment of interest on Bonds; and
Page 3 - Ordinance
~b~ that the City Official has calculated that
sufficient moneys will be in the Airport Construction Fund to
permit such transfers to be made to the Band Fund, and to
finance the projects to be financed with the proceeds of the
series of Bonds.
1.2,14. "City" means the City of Eugene, Oregon,
1.2,15, "Debt Service Requirement."
1,2.15,1. "Debt Service Requirement" means, as of any
date of calculation, an amount equal to the sum of the following
far any period and with respect to all or any portion of the
Bonds:
1,2.15,1,1, interest scheduled to accrue during such
period on Bands, except to the extent that payment of interest is
to be made Pram Bond proceeds or earnings thereon according to
the schedule contained in a Capitalized Interest Certificate for
a series of Bonds, plus
1,2,15,1.2, that portion of the principal amount of such
Bonds scheduled to be payable during such period neither at
maturity or by reason of scheduled mandatory redemptions, but
after taking into account all prior optional and mandatory Bond
redemptions; plus
1.2,15.1.3. any amounts due under the Series 1988 Credit
Agreement and Series 1988 Note or other Reserve Equivalent; less
1.2,15,1.4, earnings on the Bond Fund for that period,
which are creditable to the Debt Service Account.
1,2.15.2. The following rules shall apply to the
computation of the Debt Service Requirement for Short Term/Demand
Obligations and for Bonds which bear interest at a floating or
variable rate:
1.2.15.2.1, For any series of Short Term/Demand
Obligations; future Debt Service Requirements shall be computed
on the assumption that the principal amount of such series of
Short Term/Demand Obligations shall be refinanced in the first
Fiscal Year for which interest on such Short Term/Demand
Obligations has not been capitalized or otherwise funded or
provided far, with a series of Bands which shall be assumed to be
amortized over a period not to exceed 38 years from the date of
issue in such manner that the maximum Debt Service Requirement in
any 12-month period shall not exceed 130 percent of the minimum
Debt Service Requirement for any other 12--month period, and shall
be assumed to bear interest at a fixed interest rate calculated
as described in Section 1,2,13,2.2 hereof,
Page 4 - Ordinance
1.2.15.2.2. Short Term/Demand Obligations and any series
of Bonds which bear interest at a variable or adjustable rate
shall be assumed to bear interest as follows:
~a~} for any series of Bonds then Qutstanding, at the
greater of
~i} the average interest rate derived from the
variable or adjustable interest rate formula or
computation applicable tv, or average interest rate
borne by, such series of Bonds during a 12~-month period
ending within 34 days prior to the date of computation;
or
~ii~ the actual interest rate derived from such
variable or adjustable interest rate formula or
computation, or the actual interest rate payable on such
series of Bonds, an the date of such calculation; and
fib} fvr any series of Bonds then proposed to be
issued, at an interest rate estimated by the City's financial
advisor by reference to the Bond Buyer Index or any other
nationally recognized index.
1.2,15.2.3. Debt Service Requirements shall be
calculated on the assumption that nv Bonds Outstanding at the
date of calculation will cease to be Outstanding except by reason
of the payment of scheduled principal maturities or scheduled
mandatory redemptions of such Bonds, except as provided above for
Short-Term/Demand Obligations,
1,2.16, "Debt Service Account" means the account of
that name in the Bond Fund, which is described in Section
4.3.2.1, hereof.
1.2.17. "Debt Service Reserve Account" means the
account of that name in the Bond Fund, which is described in
Section 4.3.2.2 hereof.
1,2.1$. "Fiscal Year" means the fiscal year for the
City as established from time to time by the City, bein on the
g
date of effectiveness of this Ordinance the period from July 1 in
any year and including the following June 3~,
1.2,19. "Governmental obligations" means direct
general obligations of, or obligations the timely payment of the
principal and interest of which are unconditionally guaranteed
by, the United States of America which are non-callable and which
at the time are legal investments for the moneys proposed to be
invested therein,
Page 5 -- Ordinance
1.2.20. "Investment Securities" means any securities
which at the time of acquisition are legal investments under the
laws of the State of Oregon.
1.2.21. "Net Rent Lease" means a nan~-cancellable
lease of property under which the lessee agrees to pay to the
City, free and clear of all charges and whether the leased
property is capable of being occupied and used by the lessee or
not, the following amounts:
~a} fixed rentals in such amounts and at such times
as will permit the City to pay all debt service due on all
Special Obligation Bonds to be issued to pay the cast of
construction or acquisition of the Special Purpase Facility;
fib} such further rentals as shall be necessary or
required to provide or maintain all reserves required for
such Special Purpose Obligations and to pay all trustee's,
fiscal agents' and Paying Agents' fees and expenses in
connection therewa.th;
~c} an amount equal to a properly allocable share of
the administrative costs of the City arising out of such Net
Rent Lease and the issuance and servicing of such Special
Purpose Obligations;
~d} an amount equal to any and all other costs or
charges which the City may be required to pay as a result of
construction and operation of the Special Purpase Facility at
the Airport ~lnclud~ng, but not limited to, taxes, payments
in lieu of taxes, assessments and utility fees}; and
fie} the ground rentals described in Section 1.1.1
hereof .
1.2.22. "Net Revenues" means, for any period, the
aggregate Revenues minus the aggregate Operation and Maintenance
Expenses.
1.2.23. "Official," when used with respect to the
City, means the Mayor, City Manager or chief financial officer of
the City.
1.2.24. "Operating Account" means the account of
that name in the Airport Fund, as described in Section 4.2.2
hereof .
1.2.25. "Operating and Capital Reserve Account"
means the account of that name in the Airport Fund, as described
in Section 4.2.3.4 hereof.
Page b - Ordinance
1.2.26. "Operation and Maintenance Expenses" means
all expenses accrued by City in accordance with generally
accepted accounting principles for airports with similar
characteristics of the Airport for the operation, maintenance,
administratian,~and ordinary current repairs of the Airport in
order to maintain and operate the Airport in a reasonable and
prudent manner, ar as lawfully required by federal, state, or
local law, rule, or regulation beyond City's control. These
expenses shall include, but not be limited to, City Airport
employee salaries, wages and fringe benefits, materials and
supplies, utilities, professional services and insurance. These
expenses shall not include:
~a} any cost or expense including indebtedness}
incurred by City in connection with a Special Purpose
Facility;
(b} any amortization or depreciation charge for
Airport facilities or structures;
~c} any charge representing or intended to be a
return on any Airport capital investment;
~d} any charge, payment, or cost including
principal, interest, or coverage required in connection
therewith} for purchasing, constructing, modifying,
repairing, or improving Airport capital equipment,
facilities, ar real estate, except to the extent that such
charge, payment, or cost should be considered as an operating
expense has opposed to a capital expense} under generally
accepted accounting principles; and
fie} any payment, credit or refund of fees and
charges to a user of the Airport from Revenues which, in any
fiscal year, exceed the sum for that fiscal year of Operation
and Maintenance Expenses, the Debt Service Requirement on all
Outstanding Bonds, and required deposits into the Operating
and Capital Reserve Account.
1.2.27. "Ordinance" means this Ordinance, as the
same may be amended and supplemented from time to time, and
unless the context clearly indicates otherwise, includes all
Supplemental Ordinances.
1.2.28. "Outstanding"'when used with respect to any
Bond shall have the construction given to such ward in Section
11.1 hereof; i.e., a Bond shall not be outstanding hereunder if
such Bond is at the time not deemed to be Outstanding hereunder
by reason of the operation and. effect of said Section 11,1.
Page 7 - Ordinance
1f2.29. "Paying Agent" means each of the Paying
Agents designated when each series of Bonds is authorized, and
thMsir successors.
1.2.3.. "Permitted Encumbrances" means, as of any
particular time:
~a} liens for ad valorem taxes, if any, not then
delinquent;
(b} this Ordinance;
~c} utility, access and other easements and rights
of way, restrictions and exceptions that will not interfere
with or impair the operations being conducted at the Airport;
~d} mechanic's, materialperson's, and other liens as
and to the extent permitted by and referred to in Section
5.2.13 hereof;
fie} any encumbrances which are of record prior to
the date of delivery of the Series 1988 Bands;
~~f} any lease relating to the Airport in existence
on the date the Series 1988 Bonds are sold and delivered; and
tg} such minor defects, irregularities,
encumbrances, easements, rights of way, and clouds vn title
as normally exist with respect to properties similar in
character to the Airport and as do not, in the opinion of
counsel who may be of counsel to the City} materially impair
the use of the property affected thereby for the purpose for
which it was acquired or is held by the City,
1.2.31. "Permitted Investments" means any of the
following which, at the time of investment, are legal investments
for the City under the laws of the State of Oregon.
1.2.31.1. Direct and general obligations of the United
States of America, or obligations that are unconditionally
guaranteed as to principal and interest by the United States of
America, including din the case of direct and general obligatians
of the United States of America} evidences of ownership of
proportionate interests in future interest or principal payments
of such obligations,, Investments in such proportionate interests
must be limited to circumstances wherein ~a} a bank or trust
company acts as custodian and holds the underlying United States
obligations; 4b} the owner of the investment is the real party in
interest and has the right to proceed directly and individually
against the obligor of the underlying United States obligations;
and ~c} the underlying United States obligations are held in a
special account, segregated from the custodian's general assets,
Page 8 - Ordinance
and are not available to satisfy any claim of the custodian, any
person claiming through the custodian, or any person to whom the
custodian may be obligated. The obligations described in this
paragraph are hereinafter called "United States Obligations."
1.2.31.2. Obligations issued or guaranteed by the
following instrumentalities or agencies of the United States of
America:
~a} Federal Home Loan Bank System;
fib} Export-Import Bank of the United States;
~c} Federal Financing Bank;
~d} Government National Mortgage Association;
fie} Farmers Home Administration;
~f} Federal Home Loan Mortgage Company;
fig} Federal Housing Administration;
~h} Private Export Funding Corp; and
~i} Federal National Mortgage Association.
1.2.31.3. Pre--refunded municipal obligations rated
"AAA" by Standard & Poor's Corporation ~"S&P"} and "Aaa" by
Moody's Investors Service ~"Moody's"} and meeting the following
conditions:
~a} the bonds are ~i} not to be redeemed prior to
maturity or the Trustee has been given irrevocable instructions
concerning their calling and redemption and iii} the Issuer has
covenanted not to redeem such bonds other than as set forth in
such instructions;
fib) the bonds are secured by cash or direct and general
obligations of the United States of America that may be applied
only to interest, principal, and premium payments of such bonds;
~c} the principal of and interest on such direct and
general obligations tplus any cash in the escrow fund} are
sufficient to meet the liabilities of th,e bonds;
~d} the United States Obligations serving as security
for the bonds are held by an escrow agent or trustee; and
fie} the United States Obligations are not available to
satisfy any other claims, including those against the trustee or
escrow agent.
Page 9 -- Ordinance
1,2,31,4, Direct and general long-term obligations of
any state, to the payment of which the full faith and credit of
the state is pledged and that are rated in either of the two
highest rating categories by Moody's and S&P,
1,2,31.5. Direct and general short-term obligations of
any state, to the payment of which the full faith and credit of
the State is pledged and that are rated in the highest rating
category by Moody's and S&P,
1.2.31,6. Interest-bearing demand or time deposits or
interests in money market portfolios issued by state banks or
trust companies or national banking associations that are members
of the Federal,Depasit Insurance Corporation FDIC} or by savings
and loan assoc~at~ons that are members of the Federal Savings and
Loan Insurance Corporation FSLIC}, These deposits or interests
must be ~a} continuously and fully insured by FDIC or FSLIC and
be with banks that are rated at least P-1 or Aa by Moody's and at
least A-1 or AA by S&P, or fib} fully secured by United States
obligations. Such United States obligations must have a market
value at all times at least equal to the principal amount of the
deposits or interests, The United States obligations must be
held by the Trustee who shall not be the provider of the
collateral}, or by any Federal Reserve Bank or Depositary, as
custodian for the institution issuing the deposits or
interests. The Trustee should have a perfected first lien in the
United States obligations serving as collateral, and such
collateral is to be free from all third-party liens.
1.2,31.7. Long--term or medium-term corporate debt
guaranteed by any corporation that is rated by Moody's and S&P in
one, of their two highest rating categories.
1,2.31.8. Repurchase agreements, the maturities of
which are 30 days ar less, entered into with financial
institutions such as banks or trust companies organized under
state law or national banking associations, insurance companies,
or government bond dealers reporting to, trading with, and
recognized as a primary dealer by, the Federal Reserve Bank of
New~York and a member of the Security Investors Protection
Corporation or with a dealer or parent holding company that is
rated investment grade ~"A" or better} by Moody'~s and S&P, The
repurchase agreement should be in respect of United States
obligations or obligations described in subsection 1,2,31.2 of
this definition and shall be collateralized by United States
obligations the fair market value of which, together with the
fair market value of the repurchase agreement securities,
exclusive of accrued interest, shall be maintained at any amount
at least equal to the amount invested in the repurchase
agreements. In addition, the provision of the repurchase
agreement shall meet the fallowing additional criteria:
Page 10 - Ordinance
~a} the Trustee who shall not be the provider of the
collateral} or a third party acting solely as agent for the
Trustee has possession of the repurchase agreement securities and
the United States obligations;
fib} failure to maintain the requisite collateral levels
will require the trustee to liquidate the securities immediately;
~c} the Trustee has a perfected, first priority
security interest in the securities; and
~d} the securities are free and clear of third-party
liens, and in the case of an SIPC broker, were not acquired
pursuant to a repurchase or reverse repurchase agreement.
1.2.31.9. Prime commerical paper of a United .States
corporation, finance company or banking institution rated at
least "P-1" by Moody's and at least "A-1" by S&P.
1.2.31.10. Public housing bands issued by public
agencies. Such bonds must be fully secured by a pledge of annual
contributions under a contract with the United States government;
temporary notes, preliminary loan notes or project notes secured
by a requisition or payment agreement with the United States; or
state or public agency or municipality obligations rated in the
highest rating category by Moody's and S&P.
1.2.31.11. Shares of a diversified open-end management
investment company has defined in the Investment Company Act of
1940} or shares in a regulated investment company has defined in
Section 851~a} of the Internal Revenue Code of 1986, as amended}
that is ~a} a money market fund that has been rated in the
highest rating category by Nioody's and S&P or fib} money market
accounts of the Trustee or any state or federal bank that is
rated at least P-1 or Aa by Moody's and at least A-1 or AA by S&P
or whose one bank holding company parent is rated at least A-1 or
AA by S&P and at least P-1 or Aa by Moody's.
1.2.31.12. State of Oregon local government investment
pool operated under ORS 294.805 to 294.895 as amended, subject to
prior approval of BIG.
1,2.31.13. Any other investment approved by BIG.
1.2.32. "Project Certificate".means a certificate
signed by a City official and filed with the closing documents
for a series of Bonds:
~a} describing each project which is expected to be
completed with the proceeds of that series of Bonds,
Page 11 - ordinance
fib} estimating the total cost of completing each
project; and
~c} certifying that the foregoing cost estimates are
reasonable and that sufficient proceeds from that series of
Bonds, and other available money are expected to be available
to pay all costs of completing such projects.
1:2.33. "Reserve Equivalent" means an insurance
policy, surety bond or letter of credit issued by a municipal
bond insurance company or a commercial bank having a credit
rating when the policy, bond, or letter of credit is issued} of
at least Aa or AA as determined by Moody's Investors Service and
Standard & Poor's Corporation, or their successors, in which the
insurance company or commercial bank agrees unconditionally to
provide the City with funds for the payment of debt service on
Bonds. So long as the Series 1988 Reserve Equivalent is in
effect, any other Reserve Equivalent must be approved by BIG in
advance and in writing.
1.2.34. "Reserve Requirement" means an amount equal
to the lesser of: the maximum Debt Service Requirement in any
future fiscal year on all Outstanding Bonds; one hundred twenty~-
five percent of average annual Debt Service Requirement on all
outstanding Bonds for all future fiscal years in which Bands are
Outstanding; or the sum of ten percent of the proceeds of each
issue of Outstanding Bonds has the term "proceeds" is used in
Section 148~d} of the Code}.
1.2.35. "Revenues" means all revenues accrued under
generally accepted accounting principles by the City from or in
connection with the ownership and operation of the Airport.
Without limiting the generality of the foregoing, Revenues shall
include:
~a} all income, receipts and moneys derived from the
rates, rentals, fees and charges fixed; imposed and collected
by the City for the use and services of the Airport, or
otherwise derived from or arising through the ownership
operation and management of the Airport by the City,. or
derived from the rental by the City of all or part of the
Airport except as provided in Section 5.2.11.5 hereof} or
from the sale or rental by the City of any commodities or
goods in connection with the Airport;
fib} earnings on and the income from the investment
of moneys held under this Ordinance, to the extent such
earnings or income are deposited in the Airport Fund or the
Bond Fund, but not including any such earnings or income
credited to the Airport Construction Fund;
~c} ground rentals described in Section 10.1.1; and
Page 12 - Ordinance
~d} in the fiscal year in which a credit is made,
the amount of any credit of fees and charges to a user of the
Airport from Revenues which, in any fiscal year, exceed the
sum for that fiscal year of operation and Maintenance
Expenses, the Debt Service Requirement on all outstanding
Bonds, and required deposits into the operating and Capital
Reserve Account.
However, the term "Revenues" shall not include: moneys received
as proceeds from the sale of Bonds or as grants or gifts, the use
of which is limited by the grantor or donor to the construction
of capital improvements except to the extent that any moneys
shall be received as payments for the use of the Airport}; and,
payments made under a Net Rent Lease except ground rentals
described in Section 10.1.1 hereof}. In no event shall the term
"Revenues" include tax revenues, tax-derived revenues or state-
shared revenues. Revenues shall not be reduced by any payment
credit or refund of fees and charges to a user of the Air ort
P
from Revenues which, in any fiscal year, exceed the sum fvr that
fiscal year of operation and Maintenance Expenses, the Debt
Service Requirement on all Outstanding Bonds, and required
deposits into the operating and Capital Reserve Account.
1.2,35. "Series 1988 Bonds' means the Bonds
authorised by Section 3.1 hereof.
1.2.37. "Series 1988 Credit Agreement" means the
Reserve Equivalent for the Series 1988 Bonds which is in effect
when the Series 1988 Bonds are issued.
1.2.38. "Series 1988 Municipal Bond Insurance
Policy" means the municipal bond insurance policy issued by BIG
simultaneously with the delivery of the Series 1988 Bonds,
insuring the payment when due of the principal of and interest on
all or any of the Bonds in accordance with the terms thereof.
1.2.39. "Series 1988 Note" means the note issued in
connection with the Series 1988 Credit Agreement.
1.2.40, "Series 1988 Reserve Equivalent" means the
Series 1985 Credit Agreement and the Series 1988 Note.
. 1.2.41. "Short-Term/Demand obligations" means each
series of bands, notes and other obligations:
~a} the payment of principal of .which is either:
~i} payable on demand by or at the option of
the owner at a time sooner than a date on which such
principal is deemed to be payable for purposes of
computing Debt Service Requirements, or
Page 13 - Ordinance
iii} scheduled to be payable within one year
from the date of issuance of additional Short-
Term/Demand Obligations pursuant to a commercial paper
or other similar financing program and
fib} the purchase price, payment or refinancing of
which is additionally secured by a letter of credit, line or
credit, standby purchase agreement, bond insurance, surety
bond or other credit or liquidity facility.
1.2.42. "Special Purpose Facilities" refers to
facilities subject to Net Rent Leases in accordance with
Section 10.
1,2,43. "Special Purpose Obligations" means
obligations issued pursuant to Section 10 hereaf.
1.2.44. "Series Ordinance" means an ordinance or
resolution providing for the issuance of a series of Bonds
hereunder.
1.2.45. "Subordinate Obligations" means obligations
which have a lien on the Net Revenues which is inferior to the
lien of the Bonds, and which are issued pursuant to Section
5.2,14,3 hereof.
1,2.4. "Supplemental Ordinance" means any ordinance
or resalution amending or supplementing this Ordinance.
"Supplemental Ordinance" includes Series Ordinances.
1.2.4'. "Trustee" means First Interstate Hank of
Oregon, N,A,, and any successor as Trustee hereunder,
1.3, Rules of Construction.
1,3.1. Unless the context shall clearly indicate
otherwise, in this. Ordinance:
~a} references to sections and other subdivisions
are to sections and subdivisions of this Ordinance;
tb} the terms "herein", "hereunder", "hereby",
"hereto", "hereaf", and any similar terms. refer to this
Ordinance and to this Ordinance as a whole and not to any
particular section or subdivision hereof; and
4c} the term "heretofore" means before the time of
effectiveness of this Ordinance and the term "hereafter"
means after the time of effectiveness of this Ordinance.
1.3.2. Singular references include the plural, and
plural references include the singular.
Page 14 - Ordinance
1.3.3 , Pronouns of one gender refer to referents of
any gender.
1.3.4. Unless the facts shall then be otherwise,
all computations required for the purposes of this Ordinance
shall be made on the assumption that the principal of and
interest on all Bonds shall be paid as and when the same become
due, and Bonds which are subject to mandatary redemption will be
redeemed in accordance with their mandatary redemption schedule.
Page 15 - ordinance
SECTION 2. FLEDGE; BLINDS GENERALLY
2.1. Authorization of Bonds and Notes.
2.1.1. The City may issue obligations which are
payable from Revenues only under the conditions provided in this
Ordinance.
2.1.2. Bond principal, interest and premium, if
any, and the Series 1988 Note and Series 1988 Credit Agreement,
shall be payable solely from and be secured solely by the Net
Revenues, and money deposited in the funds and accounts created
hereunder.
2.2. Pled e. The Net Revenues and all amounts on
credit to the Bond Fund, the Airport Construction Fund, and the
Airport Fund except far amounts required to pay Operation and
Maintenance Expenses are hereby pledged to pay the Bonds and all
amounts due under the Series 1988 Note and Series 1988 Credit
Agreement, This pledge of the Net Revenues shall be valid and
binding from the date this Ordinance is adopted. The Net
Revenues shall be immediately subject~to the lien of the pledge
without physical delivery, filing or other act, and, except as
provided in Section 2,6 hereof, the lien of the pledge shall be
superior to all other claims and liens of any kind whatsoever.
2,3. Special Obligations. The Bonds shall not in
any manner or to any extent be a general obligation of the City
nor a charge upon the tax revenues of the City, nor a charge upon
any other revenues or property of the City not specifically
gledged thereto by this Ordinance,
2.4. Bonds E wall Secured. The Bonds shall be
equally and ratably secured hereunder without priority by reason
of series, number, dating, or otherwise, by a co-equal lien on
the Net Revenues. The covenants and agreements herein set forth
to be performed by the City shall be for the equal and
proportionate benefit, security and protection of all Owners,
without preference, priority,or distinction as to payment or
security or otherwise except as to maturity, dates of interest
payment and redemption, which may be established for the Bonds of
any series authorized hereunder of any of the Bands over any of
the others for any reason or cause whatsoever, except as
expressly provided therein or herein ar in the Bonds, and all
Bonds shall rank sari passe and shall be secured equally and
ratably without discrimination or preference whatsoever.
2.5. Bondowners Not Res onsible for Use of
Proceeds. No Owner shall be required to see that the moneys
derived from the Bonds are applied to the purpose or purposes far
which the Bonds are issued. The validity of the Bonds shall
neither be dependent upon nor affected by the validity or
Page 16 - Ordinance
regularity of any proceedings or contracts relating to the
acquisition, purchase, construction, reconstruction, restoration,
addition, expansion, improvement, betterment, extension, renewal
or replacement of the Airport or other facilities of the City,
nor the use~and~application of the proceeds of the Bands.
~.6. Subordinate
Lien. The lien of the Bonds
on
the Net Revenues, and the pledge~~of the Net Revenues for the
Bonds, shall be subordinate to the lien of the City's General
Obligation Airport Development Bonds, Series 1978, which are
currently outstanding in the principal amount of $50,O~D, and
which mature on June 1, 1988. In Section 5.~.1~.1 of this
ordinance, the City has covenanted not to issue any other
obligations which have a lien on the Net Revenues which is
superior to the lien of the Bands.
Page 1? - Ordinance
SECTION 3. SERIES 1988 BONDS
3.1. Authorization of Series 1988 Bonds.
Pursuant to the authority of Oregon Revised Statutes Sections
X88.885 tv 288.'945, the Council hereby authorizes and directs the
issuance of its interest bearing Airport Revenue Bands, Series
1988, in the aggregate principal amount of not more than Eight
Million one Hundred Seventy Thousand Dollars~~$8,170,000} the
"Series 1988 Bonds"}. The Series 1988 Bonds shall be in
registered form and shall mature on the dates and in the amounts
determined.by the City Manager or the City Manager's designee
over a period of not less than 15 years .nor more than 25 years,
with the first principal payment due no later than five years
after the Series 1988 Bonds are issued, and with substantially
level debt service during the years in which principal is due.
3.2. Sale of Series 1988 Bonds; Establishment of
Final Bond Terms; Official Statement. The City Manager or the
City Manager's designee ~~may neg~ot~ate the sale of the Series 1988
Bonds, on behalf of the City. The City Manager or the City
Manager's designee may, without additional Council approval:
~a} establish the dated date, maturity dates,
maturity amounts, aggregate principal amount, denominations
and interest payment dates for the Series 1988 Bands;
fib} establish the dates and terms under which the
Series 1988 Bonds shall be subject to redemption;
~c} establish the rate of interest which each
maturity of Series 1988 Bonds shall bear;
~d} establish the terms under which the Series 1985
Bonds are sold to their initial purchaser, and execute, an
behalf of the City, a purchase agreement for the Series 1988
Bonds; and
fie} take any action necessary to issue, sell and
deliver the Series 1988 Bonds in accordance with this
ordinance.
The City Manager or the City Manager's designee shall report the
results of the sale of the Series 1988 Bonds to the Council
promptly. The City Manager or the City Manager's designee is
hereby authorized to prepare and distribute, on behalf of the
City, preliminary and final official statements for the Bonds.
3.3. Disposition of Proceeds. Accrued interest
on the Series 1988 Bonds shall~be transferred to the Trustee and
credited to the Debt Service Account. Any amounts of Series 1988
Bond proceeds which will be used to pay capitalized interest on
Page 18 - Ordinance
Series 1988 Bonds shall be transferred to the Trustee and depos-
ited in the Debt Service Account. The balance of the Series 1988
Bond proceeds shall be credited to the Airport Construction Fund.
3.4. Tax Covenants. The City covenants far the
benefit of the owners of the Series 1988 Bonds to comply with all
provisions of the Internal Revenue Code of 1986 the "Code"~
which are required for Series 1988 Bond interest to be excludable
from gross income under the Code except for taxes an
corporations, The covenants contained in this section and any
covenants in the closing documents for the Series 1988 Bonds
which relate to the tax exempt status of the Series 1988 Bonds
shall constitute contracts with the Owners of the Series 1988
Bonds, and shall be enforceable by them, but solely to the extent
required to preserve the tax-exempt status of the Series 1988
Bonds under federal law. The City makes the following specific
covenants with respect to the Code:
3.4.1. The City will not take any action or omit
any action if it would cause the Series 1988 Bonds to became
"arbitrage bonds" under Section 148 of the Code, and shall pay,
when due. all rebates.. with respect to the Series 1988 Bands which
are required under Section 148 of the Cade,
3,4.2. The City shall operate the Airport so that
the Series 1988 Bonds constitute "qualified bonds" under Section
141~d~ of the Cade, and "exempt facility bonds," 95a or more of
the proceeds of which are used to provide airports in accordance
with Section 14~~a~~1} of the Code.
3.5, Authentication, Re istration and Transfer.
3.5.1. No Series 1988 Bond shall be entitled to any
right or benefit under this ordinance unless it shall have been
authenticated by an authorized officer of the Trustee. The
Trustee shall authenticate all Series 1988 Bonds to be delivered
at closing, and shall additionally authenticate a11~Series 1988
Bonds properly surrendered for exchange or transfer pursuant to
this ordinance.
3.5,2. Series 1988 Bonds shall be in registered form.
3,5,3. The ownership of all Series 1988 Bonds shall
be entered in the Series 1988 Bond Register maintained by the
Trustee and the City may treat the person listed as owner in the
Series 1988 Bond Register as the owner of the Series 1985 Bond
for all purposes.
3.5.4. The Trustee shall mail each interest payment
on the interest payment date for the next business day, if the
payment date is not a business days to the name and address of
the Series 1988 Bondowner, as that name and address appear on the
Page 19 -- Ordinance
Bond Register as of the fifteenth day of the month preceding an
interest payment date tthe "Record Date"~. If payment is so
mailed, neither the City nor the Trustee shall have any further
liability to any party for such payment.
3.5.5, Series 1988 Bonds may be exchanged for an
equal principal amount of Series 1988 Bonds of the same maturity
which are in different authorized denominations, and Series 1988
Bonds may be transferred to other owners if the Series 1988
Bondawner submits the following to the Trustee:
3.5,5.1. written instructions for exchange or
transfer satisfactory to the Trustee, signed by the Series 1988
Bondowner or his attorney in fact and guaranteed ar witnessed in
a manner satisfactory to the Trustee; and
3.5.5.2, the Series 1988 Bonds to be exchanged ar
transferred,
3,5.b, The Trustee shall not be required to
exchange ar transfer any Series 1988 Bonds submitted to it during
any period beginning with a Record Date and ending on the next
fallowing payment date; however, such Series 1988 Bonds shall be
exchanged or transferred promptly following the payment date.
3.5.7. The Trustee shall not be required to
exchange or transfer any Series 1988 Bonds which have been
designated for redemption if such Series 1988 Bonds are submitted
to it during the fifteen-day period preceding the designated
redemption date.
3.5.8, For purposes of this Section, Series 1988
Bonds shall be considered submitted to the Trustee on the date
the Trustee actually receives the materials described in
subsection 3.5.5 of this section,
3,5.9. The City may alter these provisions
regarding registration and transfer by mailing notification of
the altered provisions to all Series 1988 Bondowners. The
altered provisions shall take effect on the date stated in the
notice, which shall not be earlier than 45 days after notice is
mailed.
3.b. Redemption of Series 1988 Bonds.
--
3,b.1, The Series 1988 Bonds shall be subject to
redemption upon the terms established by the City Manager or the
City Manager's designee pursuant to Section 3.2 of this
Qrdinance. If amounts are owing under the Series 1988 Note and
Series 1988 Credit Agreement, na Bands may be redeemed at the
option of the City until such amounts owing under the Series 1988
Note and Series 1988 Credit Agreement are fully paid.
Page 20 - Ordinance
3.5,2. Unless waived by any Owner of the Series
1988 Bonds to be redeemed, official notice of any such redemption
shall be given by the Trustee on behalf of the City by mailing a
copy of an official redemption notice by registered or certified
mail at least 3~ days and not more than 60 days prior to the date
fixed for redemption to the registered owner of the Series 1988
Bond or Bonds to be redeemed at the address shown on the Bond
Register or at such other address as is furnished in writing by
such registered owner to the Trustee. The City shall notify the
Trustee of any intended redemption not less than 45 days prior to
the redemption date, Such a notice shall also be mailed to BIG
at the address specified in Section 12 hereof.
3.6.3. In the case where the Depository Trust
Company ~"DTC"~ is acting as securities depository for the Series
1988 Bonds and less than all Series 1988 Bands of a maturity are
to be redeemed, the Trustee shall notify DTC not less than 34 nor
more than 60 days prior to the date fixed for redemption of the
maturity to be redeemed. DTC shall determine by lot the
principal of the maturity of Series 1988 Bonds to be redeemed of
each DTC participant's interest in such maturity to be redeemed.
3.6.4. All official notices of redemption shall be
dated and shall state:
3.6.4.1, the redemption date,
3.6.4.2, the redemption price,
3.6.4.3, if less than all Outstanding Series 1988
Bonds are to be redeemed, the identification hand, in the ease of
partial redemption, the respective principal amounts of the
Series 1988 Bonds to be redeemed,
3.6,4.4, that on the redemption date the redemption
price will become due and payable upon each such Series 1985 Bond
or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
3.6.4.5. the place where such Series 1988 Bonds are
~o be surrendered for payment of the redemption price, which
place of payment shall be the principal corporate trust office of
the Trustee.
3.6.5. Prior to any redemption date, the City shall
deposit with the Trustee an amount of money sufficient to pay the
accrued interest and redemption price of all the Bonds or por-
tions of Series 1988 Bonds which are to be redeemed on that date.
3.6.6. official notice of redemption having been
given as aforesaid, the Series 1988 Bonds or portions of Series
1988 Bonds sa to be redeemed shall, on the redemption date,
Page 21 - ordinance
become due and payable at the redemption price therein s ecified,
p
and from and after such date sunless the City shall default in
the payment of the redemption price} such Series 1958 Bonds yr
portions of Series 1988 Bonds shall cease to bear interest. U on
surrender of such Series 1988 B p
onds for redemption in accordance
with said notice, such Series 1988 Bonds shall be paid b the
Trustee at the redem Lion y
p pace. Installments of interest due on
or prior to the redemption date shall be payable as herein
provided for payment of interest. Upon surrender for an artial
redem tion of an Series 1 y P
P y 988 Bond, there shall be prepared for
the registered owner a new Series 1988 Bond or Bonds of the same
maturity in the amount of the unpaid principal, All Series 1988
Bonds which have been redeemed shall be cancelled and destro ed
by the Trustee and shall not b y
e reissued.
3.6.7. In addition to the foregoing notice, further
notice shall be given by the City as set out below, but no defect
in said further notice nor any failure to give all or any portion
of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is iven
g
as above prescribed.
3.6.?.1. Each further notice of redemption given
hereunder shall contain the information required above for an
official notice of redemption plus:
~a} the CUSIP numbers of all Series 1988 Bonds being
redeemed;
fib} the date of issue of the Series 1985 Bonds as
originally issued;
~c} the rate of interest borne by each Series 1988
Bond being redeemed;
~d} the maturity date of each Series 1988 Bond being
redeemed; and
fie} any other descriptive information needed to
identify accurately the Series 1988 Bonds being redeemed.
3.6.7.2, Each further notice of redemption shall be
sent,at least 35 days before the redemption date by registered or
certified mail or overnight delivery service to all registered
securities depositories then in the business of holding
substantial amounts of obligations of types comprising the Series
1958 Bonds such depositories now being Depository Trust Compan
of New York, New York Midw y
` est Securities,Trust Company of
Chicago, Illinois, and Philadelphia Depository Trust Company of
Philadelphia, Pennsylvania} and to one or more national
information services that disseminate notices of redemption of
obligations such as the Series 1988 Bonds.
Page 22 - Ordinance
3.6,7,3. .Each such further notice shall be published
one time in the Bond Buyer of New York, New York or, if such
publication is impractical or unlikely to reach a substantial
number of the Series 1988 Bondowners, in some other financial
newspaper or journal which regularly carries notices of
redemption of other obligations similar to the Series 1988 Bonds,
such publication to be made at least 34 days prier to the date
fixed for redemption.
3.6.7.4. .Upon the payment of the redemption price of
Series 1988 Bonds bung redeemed, each check or other transfer of
funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Series 1988 Bonds being
redeemed with the proceeds of such check or other transfer.
3.7, Purchase in Lieu of Mandator Redem tion.
Unless a Series ordinance for a particular series of Bands
provides otherwise, if a series of Bonds are subject to mandatory
redemption according to a fixed schedule, the City may purchase
Bonds which are subject to mandatory redemption, and reduce the
amount of Bonds which is required to be redeemed by the principal
amount of Bonds which the City purchases.
3.5, Execution of Bonds. Except as provided
otherwise in the Series grdinance providing for their issuance,
the Bonds shall be executed with the facsimile signatures of the
City Manager and Recorder, and manually authenticated by the
Trustee. Any Bond bearing thereon the facsimile signature of the
officers of the City holding office at the time of the
reproduction of the facsimile signatures upon such Bond shall be
valid and binding in accordance with the terms of this Ordinance
and may be issued and delivered by the City even though the
person holding such office was not in office on the date of such
Bond or not in office on the date of delivery thereof.
3.9. Form of Bonds, Each series of Bonds shall
be in the form prescribed in the Series Ordinance authorizing
their issue. The Series 1988 Bonds, the Series 1988 Credit
Agreement and the Series 1988 Note shall be in the form approved
by the City Manager or his designee.
3.1p. Mutilated, Lost, or Destroyed Bonds, In the
event any Bond is mutilated, lost or destroyed, the Trustee
shall, on behalf of the City, provide a duplicate Bond in
accordance with ORS 288.410 to 288.464, or any replacement laws.
Page 23 - Ordinance
SECTION 4, FUNDS
4.1, Air ort Construction Fund.
4.1.1. ~ On or before the .date of delivery of and
payment far the Series 1988 Bonds, the City shall create and
establish hereunder a fund, which shall be held and administered
by the-City and shall be designated "The City of Eugene Airport
Construction Fund" the "Airport Construction Fund"~. The moneys
credited to the Airport Construction Fund shall be used and
applied solely to the payment of Airport Costs. There shall be
deposited in the Airport Construction Fund:
~a~ that amount of the proceeds of each series of
Bonds which are to be used to pay Airport Costs, and
fib} grants-in-aid from the Federal Government if and
to the extent required by Section 5.2.7 hereof.
4,1.x, The City shall withdraw money from the
Airport Construction Fund only to pay for Airport Costs.
4.1,3. In the event that the interest on any Bonds
is to be paid from the proceeds of such Bonds, the City shall
transfer to the Trustee from the Airport Construction Fund for
credit to the Debt Service Account the amounts which are
described in the Capitalized Interest Certificates, no later than
fifteen days prior to the dates described in the Capitalized
Interest Certificate.
4.1.4. Money credited to the Airport Construction
Fund shall be invested and reinvested by the City in Permitted
Investments maturing in such amounts and at such times as
anticipated by the City that such moneys will be available to pay
the Airport Costs to be satisfied from such fund, The income
derived from such investments shall be credited to the Airport
Construction Fund, to be used in the same manner as other money
credited to such fund.
4.1,5. Whenever all Airport Costs to be paid from
the Airport Construction Fund have been paid in full, or the
amount necessary for such payment has been set aside in such
AirportfCanstruction Fund for such purpose, any Bond proceeds
including earnings on Bond proceeds credited to the Airport
Construction Fund shall be transferred to the Trustee for deposit
in the Debt Service Reserve Account, unless and until there is on
credit to such account an amount equal to the Reserve
Requirement. Except as provided below, any remaining Band
proceeds shall be held and used to redeem the Bonds from which
the proceeds came on the earliest practicable date. If the City
provides the Trustee with a written opinion of nationally
recognized band counsel which describes the proposed uses of the
Page 24 - Ordinance
remaining Hond proceeds and states that interest on the Bonds
will not became includable in gross income of Owners as a result
of putting the remaining Band proceeds to such uses, then the
City may transfer the remaining Band proceeds to the operating
Account. and put it to the uses described in the opinion.
4.1.5. All Band proceeds credited to the Airport
Construction Fund and the securities in which such moneys may
from time to time be invested shall be held in trust far the
equal and ratable benefit and security of all the Bonds and,
until expended, shall be subject to the liens and pledges created
by Section 2.2 hereof,
4.2. The Air ort Revenue Fund; A licatian of
Revenues.
4.2.1. There is hereby established a special fund
of the City, tv be known as the "City of Eugene Airport Revenue
Fund" the "Airport Fund"~, which shall be held and administered
by the City. The money deposited in the Airport Fund may be
commingled with any other moneys of the City for investment
purposes, but shall be used only in the manner and for the
purposes hereinafter provided in this section. Until expended,
the money in the Airport Fund and the securities in which such
money may be invested shall be subject to the liens and pledges
created by Section 2.2 hereof.
4.2.2. There is hereby established a special
account in the Airport Fund, to be known as the "Operating
Account." On or before the day of delivery of and payment far
the Series 1988 Bands, all Revenues then held by the City which
are not credited to other funds or accounts created in this
ordinance shall be credited to the Operating Account.
4.2.3. From and after delivery of and payment for
the Series 1988 Bonds, all the Revenues shall be credited to the
Operating Account. The money in the Operating Account shall be
used and applied at the following times, in the following
amounts, for the following purposes and in the following order of
priority: .
4.2.3.1. operation and Maintenance. The Revenues
credited to the Airport Fund shall be used first to pay Operation
and Maintenance Expenses when they are due.
4.2.3.2. Payments into the Debt Service Account. On
the fifteenth business day preceding each Bond principal ar
interest payment date, the City, after making the payments
described in 4.2.3.1 hereof, shall pay to the Trustee for credit
to the Debt Service Account from Net Revenues or other money on
credit to the Operating Account an amount sufficient when
combined with available amounts in the Debt Service Accounts to
Page 25 ~ ordinance
pay all Bond principal, interest, and premium, if any, that will
be due and payable by the close of business on the fifteenth
business day following the date the City makes the payment to the
Trustee, as provided in Section 4,3,2,1 hereof, Bond payments
will be considered due and payable, on scheduled maturity and
payment dates, on mandatory redemption dates, an optional
redemption dates if notice of redemption has been given, and on
and after a declaration of acceleration pursuant to Section 9,3
hereof .
4,2,3.3. Debt Service Reserve Account Transfers. The
City shall pay to the Trustee for credit to the Debt Service
Reserve Account the amounts required by Section 4.3.2.2 hereof,
on the dates required by Section 4,3,2,2,
4.2.3,4, operating and Capital Reserve. There is
hereby established a separate special account in the Airport
Fund, to be known as the "Operating and Capital Reserve
Account." As of the last business day of each fiscal year,
commencing no later than the 1988--1989 fiscal year, the City,
after making the payments described in Section 4,2,3,1 through
4.2.3,3 hereof, shall credit to the Cperating and Capital Reserve
Account Net. Revenues an amount equal to ten percent of the
Operation and Maintenance Exenses for that fiscal year, until
there shall be on credit to this account the aggregate sum of
$750,000, or such greater amount as may be expressly agreed
between the City and scheduled passenger airlines or, in the
absence of such agreement, such greater amount as the City may
from time to time require. Except as provided in Section 4.2,4
hereof, the money on credit to the Cperating and Capital Reserve
Account may be used by the City at any time for any lawful
Airport purpose, ~nclud~ng paying Airport Costs. If the balance
in~the Operating and Capital Reserve Account at any time falls
below $750,000, ar such greater amount as may be expressly agreed
between the City and scheduled passenger airlines or, in the
absence of such agreement, such greater amount as the City may
from time to time require, the City shall resume the credits
specified at the beginning of this section until the balance
equals that amount,
4.2.3.5, ether Uses. Amounts on credit to the
Operating Account may be used for any lawful purpose related to
the Airport or this Ordinance, but only if all amounts required
to be paid ar credited by Sections 4,2.3,1 through 4,2.3,4 hereof
have been paid or credited, or any deficiency resulting from a
failure to make such payments or credits has been remedied.
However, na money on credit to the Operating Account shall be
used for any purpose including payment of Subordinate
Obligations other than a credit or payment described in Sections
4.2,3.1 through 4.2,3,4 hereof, if such use would reduce the
balance on credit to the Operating Account to such a level that,
when that balance is combined with Revenues the City reasonably
Page 26 - ordinance
predicts it will receive in the six month period fallowing the
use, should cause the City to predict that insufficient amounts
would be on credit to the operating Account to permit the City to
make the credits or payments the City will be required to make
under Section 4.3.2,1 through 4.3.2.4 hereof during that six
month period.
4.2.4. Notwithstanding the foregoing provisions of
this Section, in the event that the money in the operating
Account is insufficient to make in full the foregoing credits and
payments as required by and in accordance with the provisions of
Sections 4.2.3.1 through 4.2.3.5 hereof, all such moneys and the
.Revenues thereafter derived shall be applied, paid and credited
in accordance with said provisions to the satisfaction in full of
a credit or,payment having a higher priority before being
applied, paid or credited to a credit or payment having a lower
priority, including by the making up of any deficiencies in the
amounts required to satisfy a credit or payment having a higher
priority before bung applied, paid or credited to an item having
a lower priority. Without limiting the generality of the
provisions of the preceding sentence,
4.2.4.1. If the amount on credit to the operating
Account is not sufficient to pay operation and Maintenance
Expenses then due, the payment shall be made from the Operating
and Capital Reserve Account.
4.2.4,2. If the amount on credit to the ~ eratin
p 9
Account is not sufficient to make the payments into the Bond Fund
required by Section 4.2.3.2 hereof, those payments shall be made
first from the Operating and Capital Reserve Account, and second
from the Debt Service Reserve Account.
4.2.4.3. If the amount on credit to the Operating
Account is not sufficient to make the transfers to the Debt
Service Reserve Account required by Section 4.2.3.3 hereof, those
transfers shall be made from the operating and Capital Reserve
Account.
4.2.5. Money in the Airport Fund shall be invested
and reinvested by the City in Permitted Investments to the extent
reasonable and practicable so as to mature in the amounts and at
the times which the City determines will permit the payments and
credits to be made from the Airport Fund when due. Costs of all
investments and reinvestments shall be paid from the account for
which the investment is made, and the City shall sell any
investment when necessary to make the payments to be made from
such account. All earnings on and income from investments of
moneys in the Airport Fund regardless of the account Pram which
the investment was made} shall be deposited in the Airport Fund,
for use and application as are all other moneys deposited in that
fund.
Page 27 - Ordinance
4.3, The Bond Fund; A ointment of Trustee to
Administer the Same,
4.3.1. There is hereby established a special trust
fund of the~City to be known as the "City of Eugene Airport
Revenue Bond Fund" the "Bond Fund"~, which shall be held and
administered by the Trustee. The City shall set aside and pay
into the Bond Fund the Net Revenues pledged hereunder to the
extent necessary to provide for the punctual payment of the
principal of and interest and premium, if any, on the Bonds as
and when the same become due, whether by reason of stated
maturity or by redemption ar by declaration as hereinafter
provided, or otherwise. The moneys in the Bond Fund shall be
used solely for the payment of principal and interest and
premium, if any, due upon the Bonds. Until so used and applied,
the moneys in the Bond Fund and the securities in which such
moneys may from time to time be invested shall be held in trust
hereunder for the equal and ratable benefit and security of the
Owners of all the Bonds and shall be subject to the liens and
pledges created by Section 2,2 hereof, Whenever all Bonds and
expenses therefor have been paid so that no charge remains upon
the .Bond Fund, the City may use any balance remaining in the Bond
Fund for any lawful purpose, and dissolve the Bond Fund,
4.3.2. There shall be deposited in the Band Fund
the moneys required by Sections 4, 5.2.7 and 5.2.11 hereof to be
paid into the Bond Fund; and the Net Revenues, in the amounts and
at the times provided in the following subsections of this
Section 4.3,2,
4.3.2.1, Debt Service Account. The Trustee shall
establish a separate account in the Bond Fund to be known as the
"Debt Service Account." In order to provide for the payment of
the principal of, and interest and premium on, the Bonds, not
later than 15 days preceding each Bond interest payment date, so
lung as any Bonds are Gutstanding,.the City shall pay the amount,
if any, that is scheduled tv be paid from the Airport
Construction Fund under a Capitalized Interest Certificate has
described in Section 4.1.3 hereof, plus an amount from the
Operating Account has described in Section 4,2 hereof}, to the
Trustee far deposit in the Debt Service Account, so that the
amount on credit to the Debt Service Account will, on each Bond
interest, grincipal or premium payment date, be equal to the Bond
interest, principal and premium due on that date. on the
fifteenth day preceding each Series 1985 Band interest ar
principal payment date, the Trustee shall notify BIG of any
deficiency in the Debt Service Account.
4,3.2.2. Debt Service Reserve Account. The Trustee
shall establish a separate account in the Bond Fund, to be known
as the "Debt Service Reserve Account," the moneys on credit to
which shall constitute a reserve for the payment of the principal
Page 28 - Ordinance
and interest and premium, if any, on the Bonds. The .City shall
maintain a balance in the Debt Service Reserve Account at least
equal to the Reserve Requirement, as provided in this Section.
So long as the Series 1988 Bonds are outstanding, if amounts on
deposit in the Debt Service Reserve Account shall, at any time,
be less than the Reserve Requirement, BIG shall be notified
immediately of such deficiency, and such deficiency shall be made
up: ~a} from first available Net Revenues after required
deposits to the Debt Service Account in the event such deficiency
results from a draw under the Series 1988 Credit Agreement or
other Reserve Equivalent; fib} over a period of not more than four
~4} months, in four ~4} substantially equal payments, in the
event such deficiency results from a decrease in the market value
of the Permitted Investments on deposit in the Debt Service
Reserve Account; and ~c} over a period of not more than twelve
X12} months, in twelve X12} substantially equal payments, in the
event such deficiency results from a withdrawal from such
Account. The money on credit to the Debt Service Reserve Account
shall be used solely to pay the principal of, and interest and
premium, if any, on the Bonds when due, whenever there are
insufficient moneys in the Debt Service Account. The amount on
credit to the Debt Service Reserve Account shall be deemed to
include., in addition to cash deposits and investments, the amount
available to be paid under any Reserve Equivalents, Payments due
from the City under the Series 1988 Credit Agreements the Series
1988 Note or any other Reserve Equivalent because of draws or
advances shall be considered deficiencies in the Debt Service
Reserve Account. If the amount on credit to the Debt Service
Reserve Account at any time exceeds the Reserve Requirement, the
Trustee shall, upon direction by the City, credit the excess to
the Debt Service Account.
4.3.2.2.1. So long as the Series 1988 Bonds are
outstanding, if there is a deficiency in the Debt Service
Account, the Trustee shall draw on the Series 1988 Reserve
Equivalent to pay the principal of and interest on the Bonds.
The drawing on the Series 1988 Reserve Equivalent will occur only
after moneys, if any, in the Debt Service Reserve Account and any
other legally available Net Revenues are used first.
4.3.2.2.2. Sv long as the Series 1988 Bonds are
outstanding, the City shall be required to either fund the Debt
Service Reserve Account or substitute the Series 1988 Reserve
Equivalent in the event the Series 1988 Reserve Equivalent is
terminated. Upon any termination, the City shall fund one-fifth
of the Reserve Requirement in each year or substitute a Reserve
Equivalent provider acceptable to BIG, commencing 38 days
subsequent to the termination date.
4.3.2.3. Investments, Money in the Debt Service
Reserve Account which is not allocable to the Series 1988 Bonds
may be invested in Investment Securities. other money in all
Page 29 - ordinance
other funds and accounts established under this ordinance shall
be invested by the Trustee at the direction of the City in
Permitted Investments, Investments in the Bond Fund shall
mature:
~a} in the case of money credited to the Debt
Service Account, in such amounts and at such times so that
.~~ ~ the principal of and interest and premium, if an , on the
Y
Bonds can be paid when due; and
fib} in the case of moneys credited to the Debt
Service Reserve Account, by no later than five years from the
date of purchase,
All earnings and income from the investment of moneys in the Bond
Fund shall be credited, as realized and collected, to the Debt
Service Reserve Account unless and until there is on credit to
said account an amount equal to the Reserve Requirement, in which
event such earnings and income shall be credited to the Debt
Service Account. The Trustee shall notify the City of the
availability of any such earnings and income available for credit
to the Debt Service Account, so that the City may take such
earnings into account in computing the payments to the Trustee
required by Section 4.2,3.E hereof, fifteen days prior to such
payment date. All securities in which moneys in the Bond Fund
are invested shall constitute a part of the account from which
the investment was made. The Trustee may sell any of the
securities in which such moneys may be invested whenever required
sa that the payments from the Bond Fund may be made when due.
4.3.3. Payments Not Required. Whenever the total
of the moneys in the Bond Fund which are not required for the
payment of principal and interest and premium, if any, which has
theretofore become due,~whether by.maturity or upon redemption or
by declaration as herea.nafter provided, or otherwise}, but is
unpaid, is sufficient to retire at maturity, or to redeem prior
to maturity in accordance with their respective terms, all of the
Bonds then Outstanding, together with interest thereon to their
maturity date ar the date fixed pursuant to this paragraph by the
Trustee for the redemption thereof, no further payments need to
be made into the Bond Fund, and the Trustee, without further
authorization or direction of the City shall call all Bands which
may be redeemed by their terms, for redemption on the next
succeeding redemption date for which the required redemption
notice may practicably be given, and shall apply such total to
such retirement or redemption.
4,3,4. Transfers to Paying Agents. The moneys on
credit to the Debt Service Account shall be transferred by the
Trustee without further authorization or direction of the City to
Page 30 - ordinance
the respective Paying Agents for said Bonds in such amounts and
at such times as shall be necessary to pay the principal,
premium, if any, and interest on said Bonds as the same become
due and payable, whether upon their maturity or upon redemption.
Page 31 - Drdinance
SECTION 5. COVENANTS
5.1, Covenant as to Rates, Rentals, Fees and
Char es.
5.1.1, The City shall impose and prescribe such
schedule of rates, rentals, fees and other charges for the use
and services of and the facilities and commodities furnished by
the Airport, revise the same from time to time whenever
necessary, and collect the income, receipts and other moneys
derived therefrom, so that the Airport shall be and always remain
self-sustaining and self-supporting; provided that, in any and
all events such schedule of rates, rentals, fees and charges
imposed, prescribed and collected shall be such so as to produce:
~a~ Revenues, plus other available money, which will
be sufficient to discharge all claims, obligations and
indebtedness payable from or secured by the Revenues,
including without limiting the generality of the foregoing,
the carrying out of all provisions and covenants of this
Ordinance, and
~b~ Net Revenues in each Fiscal. Year which are at
least equal to one hundred twenty-five percent of the Debt
Serv~ce,Requirement payable In that Fiscal Year on all Bonds,
the Series 1988 Credit Agreement and the Series 1988 Note,
The City shall enact such ordinances and prescribe and enforce
such rules and regulations, or impose such contractual
obligations, for the payment of said rates, rentals, fees and
charges, including, without limitation, the imposition of
penalties for any defaults; to the end that the provisions of
this paragraph shall be complied with.
5.1,.2. Within 18~ days after the close of each
Fiscal Year in which Bonds are Outstanding, the City shall file
with the Trustee a signed copy of the annual report of the
Accountant for the preceding Fiscal Year showing, among other
things, for such year:
~a~ Revenues and Net Revenues; and
~b~ the Debt Service Requirement for the Bonds.
In the event that any such report so filed shows that the
Revenues and Net Revenues for the preceding Fiscal Year did not
equal at least the amounts covenanted to be produced by, and
required for the purposes specified in, Section 5.1.1 for said
Fiscal Year, or that the Revenues were not sufficient to restore
any deficiency in the amounts then required by Section 4.3.2,2
hereof to be credited to the Debt Service Reserve Account, and to
pay or discharge all other claims, charges and liens whatsoever
Page 32 - Ordinance
against the Revenues when due and payable, then it shall not
constitute an Event of Default hereunder if:
~i} the City shall promptly thereafter cause an
Airport Consultant to file with the City and the Trustee a
report stating any specific changes in operating procedures
which may be made, or specific revisions in the schedule of
rates, rentals, fees and charges, or any other changes, or
any combination of the foregoing. which the Airport
Consultant forecasts will, in the aggregate, result in
Revenues and Net Revenues being sufficient to make up any
existing deficiency and to produce the amounts covenanted to
be produced by Section 5,1.1 hereof; and
iii} the City promptly implements the recommendations
of the Airport Consultant.
The City shall send a copy of each such report to the Trustee and
to any owner of Bonds filing with the City a request for same.
However, so long as the Series 1988 Bonds are outstanding, it
shall constitute an Event of Default if the City fails to comply
with Section 5.l.l~b} for two consecutive years.
5.2. Additional Covenants of the Cit . The City
hereby covenants and agrees with the Trustee and the owners of
the Bonds that so long as any of the Bonds or the Series 1988
Note are Outstanding:
5.2.1. To Pay Principal, Premium and Interest of
Bonds. The City will duly and punctually pay, or cause to be
paid, but solely aut of the Net Revenues and other money
available hereunder, the principal of and the interest and
premium, if any, on each and every Bond and the amounts due under
the Series 1985 Nate and the Series 1988 Credit .Agreement at the
place, on the dates and in the manner provided herein and in the
Bonds according to the true. intent and meaning hereof and
thereof .
5.2.2. Ownership of Land. The City covenants that:
4a} it lawfully owns and is lawfully possessed of
the Mahlon Sweet Airport as presently existing;
fib} it has good and indefeasible title and estate
therein, subject to Permitted Encumbrances; and
~c} it will continually defend the title to the
Airport and every part thereof for the benefit of the owners
of the Bonds against the claims and demands of all persons
whomsoever.
Page 33 ~- Ordinance
If any defect bother than Permitted Encumbrances} shall be
discovered in the title of the City to the Airport, the City
shall promptly cure the same.
5.2.3. To Complete Acquisitions and Constructions
Promptly. The City will promptly complete the acquisition,
purchase, construction, improvement, betterment, extension,
addition, reconstruction, restoration, equipping and furnishing
of any properties, the casts of which are to be paid from the
proceeds of Bonds, from money in the Airport Fund, or from any
other money held hereunder.
5.2.4. To Keep Airport in Good Repair and to Make
Improvements and Betterments Thereto. The City will maintain,
preserve, keep and operate, or cause tv be maintained, preserved,
kept and operated, the properties constituting the Airport
including all additions, improvements and betterments thereto
and extensions thereof and every part and parcel thereof} in good
and efficient repair, working order and operating condition in
conformity with standards customarily followed in the aviation
industry for airports of like size and character. The Cit Pram
Y
moneys lawfully available therefor or made available therefor,
will from time to time make all necessary and proper repairs,
renewals, replacements and substitutions to said properties, and
construct additions and improvements thereto and extensions and
betterments thereof which are economically .sound, so that at all
times the business carried on in connection therewith shall and
can be properly and advantageously conducted in an efficient
manner and at reasonable cost.
5.2.5. ,To Gperate and Maintain Airport. The City
shall operate and maintain the Airport as a revenue-producing
enterprise and shall manage the same in the most efficient manner
consistent with sound economy and public advantage, and
consistent with the protection of the Bondowners.
5.2.6. Governmental Approval. The City will
perform any constructions, reconstructions and restorations of,
improvements, betterments and extensions to, and equippings and
furnishings of, and will operate and maintain the Mahlon Sweet
Airport at standards required in order that the same may be
approved by the proper and competent Federal Government authority
or authorities for the landing and taking off of aircraft
operating in scheduled service, and as a terminal point of the
City for the receipt and dispatch of passengers, property and
mail by aircraft.
5.2.7. Compliance with Terms of Grants-in-aid;
Application Thereof. The City shall comply with the requirements
of the Federal Government of grants-in-aid accepted by the
City. All such grants-in-aid shall be applied, if consistent
Page 34 - Ordinance
with and not in conflict with the terms and provisions of the
grant--in-aid:
~a~ to pay the Airport Costs of properties included
yr to be included in the Airport, whether such construction
has been completed but the Airport Costs thereof not yet paid
or such construction has not been commenced or completed, in
which events the amount of such grant-in-aid to be applied to
the payment of such Costs shall be credited to the Airport
Construction Fund;
~b~ to reimburse any fund or
whether or not held hereunder, to the
properties included or to be included
which such grant-in-aid applies, were
or account, in which event the amount
be applied to such reimbursement shal
credited to that fund ar account; and
account of the City,
extent Airport Costs of
in the Airport and to
advanced from such fund
of such grant-in--aid to
1~be deposited or
~c~ to redeem or purchase Bonds in which event the
amount of the grant-in--aid to be applied to such redemptions
or purchases shall be deposited with the Trustee in the Bond
Fund and applied by it at the discretion of the City to the
redemption or purchase of Bonds.
5.2,8, To Employ Competent Personnel. The City
will at all times employ competent supervisory personnel for the
operation and management.of the properties constituting the
Airports and will establish and enforce reasonable rules,
regulations and standards governing the employment of operating
personnel at reasonable compensations salaries, fees and charges,
and all persons employed by the City will be qualified for their
respective positions; provided, however, that the provisions of
this paragraph shall be subject to any civil service law or any
other law of the State of Oregon applicable to the appointment or
employment of personnel and employees of the City ar the salary,
wages or compensation thereof,
5.2.9. Books and Accounts; Audits.
5.2.9.1. The City shall maintain and keep proper
books, records and accounts in which complete and correct entries
shall be made of all dealings and transactions relating to the
Airport. Such accounts shall show the amount of the Revenues
available for the purposes of this ordinance, and the application
of such Revenues to the purposes specified in this ordinance and
all financial transactions in connection therewith, Annual
reports of the financial operations of the Airport prepared by
the~City shall be filed with the Trustee and mailed to any owner
of Bonds filing with the City a request for the same.
Page 35 - Qrdinance
5.2.9.2. The City shall cause such hooks, records and
accounts to be audited in accordance with generally accepted
accounting principles by an independent certified ublic
accountant r ~ ~ p
o a firm of independent certified public accountants
of recognized standing fan "Accountant"~, employed by the Cit
but who is in fact rode ender y
p t and not under the control of the
City. Such Accountant shall be selected with special reference
to general knowledge, skill and experience in auditing books and
accounts. Such audit, shall be made annually and shall be
completed ~wi.thin one hundred.. eighty ~ 180 ~. da s after the close of
each Fis 1 ~ ~ ~ y~
ca Year, Each such audit shall certify as to the
correctness of the schedules contained in the audit report. A
copy of each such annual audit shall be filed with the Trustee
and shall be open for public inspection, and shall be mailed to
the Airport Consultant and any owner of Bonds filing with the
City a request for same.
5.2.9.3. Each .audit report, in addition to whatever
matters may be thought proper by the Accountant to be included
therein, shall include the following:
~a} a statement of the income and expenditures
pertaining to the Airport far the audit period, including but
not limited to a statement of the amounts of Revenues,
operation and Maintenance Expenses, Net Revenues, and capital
expenditures; and
~b~ a statement as to whether the provisions of
Section 5.1 hereof have been complied with during the audit
period.
5.2.10. No Superior Lien Bonds; Subordinate
obligations Permitted.
5.2.10.1. Except for the obligations described in
Section 2.6 hereof, the City has not issued obligations which
have a lien superior to the lien of the Bonds on the Net Revenues
and other money pledged hereunder. The City covenants with
Bondowners that it will not issue obligations in the future which
have a lien superior to the lien of the Bonds on the Net Revenues
and other money pledged hereunder.
5.2.10.2. The City covenants with Bondowners that it
will issue obligations having a lien equal to the lien of the
Bonds on the Net Revenues and other money pledged hereunder only
as provided in Section 6 hereof.
5.2.10.3. The City may issue obligations which have a
lien inferior to the lien of the Bonds on the Net Revenues and
other money pledged hereunder for any purpose related to the
Airport but only under the condition that no payment on such
obligations may be made from money deposited in or credited to
Page 36 - Ordinance
the Airport Fund except from the operating Account under
circumstances described in Section 4.2.3,5 hereof} the Bond Fund,
the Operating and Capital Reserve Account or the Capital
Improvements Account. So long as the Series 1988 Bonds are
Outstanding; no~such obligations may be subject to acceleration
without the prior written consent of BIG.
The City shall not issue obligations, evidences of
indebtedness, bands or notes superior to or on a parity with the
:~ ~ 5er,~~~s~~~ 1;88 Credit Agreement and Series 1988 Note exce t for
.~ ~ p .
..Additional Bonds and Reserve Equivalents in accordance with this
ordinance.
5.2.11. Not To Encumber or Dispose of Airport Properties;
Condemnation.
5.2.11.1. The City shall not create or give, or cause
to be created or given, or permit to be~created or given, any
mortgage, lien, pledge, charge or other encumbrance upon any real
or personal property constituting the Airport or upon the
Revenues and the money on deposit in the fund and accounts
created hereunder, other than the liens, pledges and charges
specifically created herein or specifically permitted hereby.
5.2.11.2, ,The City shall not sell, lease or otherwise
dispose of all, or substantially all, of the properties
constituting the Airport without simultaneously with such sale,
lease or other disposition depositing with the Trustee, pursuant
to and in accordance with the provisions of Section 11 hereof,
cash or Governmental Securities tas defined in Section 11} in an
amount sufficient so that no Bonds are any longer deemed
outstanding hereunder as provided by and in accordance with said
Section 11.
5.2.11.3. The City may, however, execute leases,
licenses, easements and other agreements of or pertaining to
properties constituting the Airport with any person or entity in
connection with the operation of the Airport and in the normal
and customary course of business thereof, according to the
rentals, fees and charges of the City, which rates, rentals, fees
and charges shall be part of the Revenues and which properties
shall. remain part of the Airport, but any such leasing shall not
be inconsistent with the provisions of this Ordinance, and no
lease shall be entered into by which the rights of the Owner of
any Bond might be impaired or diminished. The City may also
enter into Net Rent Leases,
5.2.11.4. The City also may from time to time sell,
lease or otherwise dispose of any portion of the Airport
properties which the City has determined have become
unserviceable, inadequate, obsolete, worn out or unfit to be
used, or no longer required for use at the Airport or which have
Page 37 ~- Ordinance
been replaced by other property of substantially equal revenue-
producing capability. Any moneys received by the City as the
proceeds of any such sale, lease or any other disposition of said
properties shall be deposited in the Operating Account.
5.2.11.5. Subject tv the provisions of Section
5.2.11,? hereof, the City, if and so long as any building or
structure included in the Airport or any portion of any land
included in the Airport is determined by it as not being
necessary to the actual operations of the Airport, may use such
building or structure or portion of land for any non-airport or
non-aviation purposes of the City, and without making any
payments into the Airport Fund for such non-airport or non-
aviation use from the revenues derived from taxes or from
revenues derived from its non-airport activities, The City shall
maintain any such building or structure or portion of land while
used for non-airport or non_aviation purposes. The costs of
maintaining any building or structure or portion of land while
used for non-airport or non-aviation purposes, the costs of
operating such building ar structure or portion of land for such
purposes, and the casts of any improvements to such building or
structure or improvements made on such portion of land for such
purposes, shall be paid by the City from moneys derived from
taxes or revenues derived from activities of the City other than
from the operation of the Airport,
5.2.11.6. No use for non-airport or non-aviation
purposes of any building or structure or portion of land included
in the Airport, as permitted by Section 5.2,11.5 hereof, shall be
made, and no sale, lease or other disposition of any Airport
property, as permitted by Section 5.2,11,4 hereof, shall be made,
unless:
~a} the building, structure, portion of land, or
property will be used for purposes which are substantially
non-competitive with the Airport;
~b~ the building, structure, portion of land or
property will not be used to provide services, facilities,
commodities or supplies which then may be adequately made
available through the Airport as then existing; and
~c~ in the opinion of the Airport Consultant, such
use or disposition will not cause the City to fail to comply
with its covenants in Section 5.1.1 hereof,
5.2.11.?, In the event any Airport properties shall be
taken by the exercise of the power of eminent domain, the amount
of the award received by the City as a result of such taking
shall be credited to the Operating Account and used either for
the acquisition or construction of revenue-producing Airport
properties or to redeem or purchase Bonds. .So long as the Series
Page 38 - Ordinance
1988 Bonds are Outstanding, the City shall contest any
condemnation award for any taking which materially interferes
with the operation of the Airport, unless the award is sufficient
to pay the principal of all Outstanding Bonds, plus interest
through their maturity or date of redemption.
5.2.12. Payment of Taxes and Claims by the City. The City
shall pay, yr cause to be paid, any taxes, assessments or other
governmental charges lawfully imposed upon the Airport or upon
the Revenues, or any required payments in lieu thereof, as well
as all lawful claims for labor, materials and supplies furnished
or supplied to the Airport, when the same shall become due and
payable, and keep the Airport and all parts thereof and the
Revenues free from judgments, mechanics' and materialmen's liens,
and free from all other liens, claims, demands or encumbrances of
whatsoever prior nature or character. However, the City may, in
good faith, and upon notice thereof to the Trustee, contest, or
permit or cause to be contested, the applicability or validity of
any such tax, assessment or governmental charge or payment in
lieu thereof, as well as any claim for labor, material or
supplies for work completed or materials or supplies furnished
and in such event may permit the items sa contested to remain
unpaid, during the period of any such contest and appeal
therefrom, even though such contest or proceeding may result in a
judgment or lien against the Airport or any part thereof ar the
Revenues, if and so long as such contest or proceeding shall stay
the execution or enforcement of any such tax, assessment, charge,
claim, judgment or lien so that pending the determination of such
contest or proceeding the Airport and all parts thereof and the
Revenues are not affected thereby, and if and so long as such
contest or proceeding does not, in the opinion of independent
counsel, impair the security or the payment of the Bonds. If any
such execution or enforcement is so stayed and such stay shall
thereafter expire, the City shall forthwith pay or discharge, or
cause to be paid and discharged, any such tax, assessment or
governmental charge or payment in lieu thereof or claims for
lobar, material or supplies. Before, however, entering into any
such contest or permitting any such contest, the City shall
furnish to the Trustee any reasonable assurance required by the
Trustee indemnifying it and the Owner of the Bonds against loss
or liability by reason of any such contest.
5.2.13, Prosecution and Defense of Suits.
5.2.13.1. The City will, and upon the request of the
Trustee for BIG so long as the Series 1988 Bonds are outstanding}
shall, promptly from time to time take such action as may be
necessary and proper to remedy or cure any defect in or cloud
upon the title to the Airport or any part thereof except for
Permitted Encumbrances, whether now existing or hereafter
developing; shall prosecute and defend all such suits, actions
and other proceedings as may be appropriate for such purposes,
Page 39 - Ordinance
including the defense of its title to the Airport; and shall, to
the extent permitted by law, indemnify and save the Trustee, BIG
and every Bondowner harmless from all loss, cost, damage and
expense, including attorneys' fees, which they or either of them
may incur by reason of any such defect, cloud, suit, action or
proceeding.
5.2.13.2. The City shall defend, or cause to be
defended, against every suit, action or proceeding at any time
brought against the Trustee, BIG or any Bondowner by a person
other than the City upon any claim arising out of the receipt,
application or disbursement or any of the Revenues or any other
moneys received, applied or disbursed under this ordinance, or
involving the Airport or the rights of the Trustee, BIG or any
Bondowner under this ordinance and shall, to the extent permitted
by law, indemnify and save harmless the Trustee, BIG and all
Bondowners against any and all liability claimed or asserted by
any person whomsoever, arising out of such receipt, application
or disbursement or the Airport. However, the Trustee, BIG or any
Bondowners may elect to appear in and defend any suit, action or
proceeding. Notwithstanding any contrary provision hereof, this
covenant shall remain in full force and effect, even though the
Bond is no longer Outstanding hereunder and all indebtedness and
obligations secured hereby may have been fully paid and satisfied
and the lien, pledge and charge of this ordinance may have been
released and discharged.
5.2.14. Obeying,Law; Performance of All obligations
and Covenants under this ordinance.
5.2,14.1. The City shall comply promptly, fully and
faithfully with and abide by any statute, law, ordinance, order,
rule or regulation, judgment, decree, direction or requirement
now in force or hereafter enacted, adopted or entered by any
competent governmental authority or agency affecting the
Airport. However, the City need not comply with any such
statute, law, ordinance, rule, regulation, judgment, decree,
direction or requirement if and so long as the City in good faith
shall be contesting or permitting or causing to be contested the
applicability or validity thereof by appropriate proceedings
diligently prosecuted, even though such contest may result in the
imposition of a lien or charge against the Airport or the
Revenues if the foreclosure or enforcement of any such lien or
charge shall be stayed during the contest, and if said stay
thereafter expires, the City shall forthwith discharge such lien
or charge or cause the same to be discharged, so that during the
contest, in the opinion of independent counsel, the Airport and
the Revenues thereof shall not be affected thereby, and the
security of the Bonds shall not be impaired.
5.2,14,2. The City shall comply with and perform, or
cause to be complied with and performed, all acts, things,
Page 40 ~ ordinance
covenants, agreements, obligations, duties and provisions,
express or implied, required to be~done or performed b or on its
Y
behalf under this ~rdlnance and Supplemental ordinances and the
Bonds in accordance with the terms hereof and thereof,
5.2.15, Taking Any Further Action Required for the
Purposes of This Ordinance. The City shall, at any and all
times, adopt, make, do, executer acknowledge, deliver, register,
file and record all such other and further ordinances,
resolutions, acts, deeds, demands, conveyances, assignments,
transfers, assurances and instruments and give such further
notices and give such further acts, as may be reasonably
necessary,,proper or desirable for the better assuring, pledging
and assigning the Revenues and other moneys pledge, assigned or
charged hereunder or intended so to be, or which the City may
hereafter become bound to pledge, assign or charge, or for the
carrying out more effectively the purposes and intent, and the
facilitating of the performance, of this ordinance.
5.3. Insurance. The City shall maintain
reasonable levels af.cvmmercial insurance or self-insurance, in
amounts which the City determines are cost--effective and
appropriate for,the risks to which the Airport is subject. The
City shall provide to the Trustee the certificate of an insurance
consultant reasonably acceptable to the Trustee, to the effect
that the insurance program for the Airport is reasonable.
Page 41 - Ordinance
SECTION 6, ADDITIONAL BONDS
6.1. Additional Bonds Authorized. The City may
issue one ar more series of Additional Bonds to pay for Airport
Costs, but only as provided in this Section.
6.2. Basic Re uirements. No Additional Bonds may
be issued unless all of the following conditions are satisfied as
of the date of issuance of the Additional Bonds:
6.2.1. the Trustee certifies that no default exists
in the payment of principal of, or interest and premium on any
Outstanding Bonds provided that this certification shall not be
required to refund the Series 1988 Bonds if BIG consents in
writing to the refunding};
6.2.2. the Trustee certifies that, on the date of
issuance of the Additional Bonds, all accounts in the Bond Fund
contain the amounts required to be on deposit therein;
6.2.3. the ordinance authorizing a series of
Additional Bonds to be issued requires the balance in the Debt
Service Reserve Account to be made equal to the Reserve
Requirement.
6.2.4, if interest is to be capitalized, the City
provides a Capitalized Interest Certificate; and,
6.2,5. the City provides a Project Certificate far
each project which will be completed with the proceeds of the
Additional Bonds,
6.3. Bonds for Air ort Costs. If the Additional
Bonds are being issued to pay Airport Costs and the provisions of
paragraphs 6.4 or 6.5 of this Section do not apply, a City
Official must certify that, for any consecutive 12 out of the
most recent 24 months, Net Revenues were equal to at least 125
percent of the Debt Service Requirement on all then Outstanding
Bonds for that period; and, either
6.3.1, an Airport Consultant provides a written
report setting forth projections which indicate:
~a} the estimated Net Revenues for each of three
consecutive Fiscal Years beginning in the earlier of:
tip the first Fiscal Year fallowing the
estimated date of completion and initial use of all
facilities to be financed with such series of Additional
Bands, based upon a certified written estimated
completion date by the consulting engineer for such
facility or facilities, or
Page 42 - Ordinance
~i} the first Fiscal Year in which the City will
have scheduled payments of interest an or principal of
the series of Additional Bonds to be issued for the
payment of which provision has not been made as
indicated in the report of such Airport Consultant from
proceeds of such series of Additional Bonds, investment
income thereon or from other appropriated sources bother
than Net Revenues}; and,
tb} that the estimated Net Revenues far each Fiscal
Year are equal to at least 125 percent of the Debt Service
Requirement in each such Fiscal Year on all Outstanding
Bonds, including the series of Bands to be issued; or
6.3.2. the chief financial officer of the City
certifies that, for any consecutive 12 out of the most recent 24
months, Net Revenues were equal to at least:
ta} 125 percent of the maximum Debt Service
Requirement for any future Fiscal Year on all Outstanding
Bonds plus
fib} 125 percent of the maximum Debt Service
Requirement for any future Fiscal Year on the Additional
Bonds proposed to be issued.
G.4. Completion Bonds, If the Additional Bonds
are being issued to pay~the cost ~~of~completing any project, and
the casts of completing that project were expected to be paid
from proceeds of a prior series of Bonds has indicated in the
Project Certificate far that prior series}, then in lieu of the
requirements of paragraph 6,3 of this Section and prior to the
issuance of such Additional Bonds the City may provide:
~a} a certificate from the engineer or architect
engaged by the City to design the project for which the
Additional Bands are to be issued, stating that such project
has not been materially changed in scope since its Project
Certificate was originally filed and setting forth the
aggregate cost of the project which, in the opinion of such
engineer or architect, has been or will be incurred; and
~ b} a certificate of the chief financial officer of
the City stating that:
~i} all amounts allocated to pay the costs of
the project in the Project Certificate for the prior
series of Bonds were used or are still available to be
used to pay costs of such project,
iii} the aggregate cost of that project has
indicated in the certificate described in clause ~a} of
Page 43 - ordinance
this Section} exceeds the sum of the costs of the
project paid to such date plus the moneys available
under the Project Certificate, plus any other moneys
which the chief financial officer of the City has
determined are available to pay such costs, and
viii} in the opinion of the chief financial
officer of the City, the issuance of the Additional
Bonds is necessary to provide funds for the completion
of the project.
6.5. R _ in Bonds. Additional Bonds may be
e un
issued for the purpose of refunding previously issued Bonds
without meeting the requirements of Section b.3 hereof, if the
aggregate debt service payable on such Additional Bonds does not
exceed the aggregate debt service payable on the Bonds which are
being refunded. However, if the Additional Bonds are issued to
refund Short Term/Demand Obligations, the City must satisfy the
requirements of paragraph 6.3 of this Section.
6.6, Variable or Adjustable Rate Additional
Bonds. So long as the Series 1488 Bonds are Outstanding, if any
Additional Bonds bear interest at a variable or adjustable
interest rate, and have a "put" or tender option, the amounts due
on exercise of the put or tender option may be payable solely
from the liquidity facility for such Bonds, and not from the Net
Revenues. Any failure of the liquidity facility to pay the
amounts due on exercise of the put or tender option shall not
constitute an Event of Default. The requirements of this Section
may be waived by BIG, without consent of the Trustee or
Bondowners.
Page 44 - Ordinance
SECTION 7. THE TRUSTEE
7.1, Appointment. First Interstate Bank of
Oregon, N.A. is hereby appoi~~nted Trustee.
7.2. Acce tance of the Trustee. The Trustee
shall, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred,
undertake to perform such duties and only such duties as are
specifically set forth in this Ordinance and no implied covenants
or obligations shall be read into this Ordinance against the
Trustee. The Trustee shall accept the trusts hereby imposed upon
it, only upon the subject to the following terms and conditions.
7.2.1. Except in case an Event of Default hereunder
has occurred and has not been cured, the Trustee agrees to
perform such trusts as an ordinarily prudent trustee. During the
continuance of an Event of Default, the Trustee shall be
accountable for its actions hereunder only as an ordinary person.
7,2,2. The Trustee may execute any of the trusts or
powers hereof and perform any of its duties by ar through
attorneys, agents, receivers, or employees but shall be
answerable for the conduct of the same in accordance with the
standard specified above, and shall be entitled to advice of
counsel concerning all matters arising hereunder, and may in all
cases pay such reasonable compensation to any attorney, agent,
receiver or employee retained ar employed by it in connection
herewith, The Trustee may act upon the opinion or advice of any
attorney, surveyor, engineer or accountant selected*by it in the
exercise of reasonable care or, ~f selected or retained by the
City, approved by the Trustee in the exercise of such care. The
Trustee shall not be responsible for any loss or damage resulting
from any action or nonaction based on its good faith reliance
upon such opinion or advice.
7.2.3. The Trustee shall not be responsible far any
recital herein, or in the Bonds except with respect to the
authentication of any Bonds, or for the investment of moneys
except as specifically provided in this Ordinances or for the
validity of the execution by the City of this Ordinance or of any
supplemental ordinances or instruments of further assurance, or
for the sufficiency of the security far the Bonds issued
hereunder or intended to be secured hereby. The Trustee may abut
shall be under na duty toy require of the City full information
and advice~as to the performance of the covenants, conditions and
agreements in this ordinance but without any obligation to advise
the City or Bondowners of any impending default known to the
Trustee.
7.2.4. The Trustee shall not be accountable for the
use or application by the City of any of the Bonds or the
Page 45 - ordinance
proceeds thereof or for the use or application of any money paid
over by the Trustee in accordance with the provisions of this
ordinance or for the use and application of money received by any
Paying Agent other than the Trustee. The Trustee may become the
owner of Bonds secured hereby with the same rights it would have
if were not the Trustee.
7.2.5. The Trustee shall be protected in acting
upon any notice, order, requisition, request, consent,
certificate, order, opinion, affidavit, letter, telegram or other
paper or document in good faith deemed by it to be genuine and
correct and to have been signed or sent by the proper person or
persons. Any action taken by the Trustee pursuant to this
ordinance upon the request or authority or consent of any person
who at the time of making such request or giving such authority
or consent is the owner of any Band, shall be conclusive and
binding upon all future owners of the same Bond and Bands issued
in exchange therefor or in place thereof.
7.2.6. As to the existence or non-existence of any
fact or as to the sufficiency ar authenticity of any instrument,
paper or proceeding, the Trustee shall be entitled to rely upon a
certificate of the City as sufficient evidence of the facts
stated therein. The Trustee may accept a certificate of the City
to the effect that a motion, resolution or ordinance in the form
therein set forth has been adopted by the City as conclusive
evidence that such motion, resolution or ordinance has been
adapted, and is in full force and effect, and may accept such
motion, resolution or ordinance as sufficient evidence of the
facts stated therein and the necessity or expediency of any
particular dealing, transaction or action authorized or approved
thereby, but may at its discretion, secure such further evidence
deemed necessary or advisable, but shall in no case be bound to
secure the same.
7.2,7. The Trustee shall not be liable for any
action it takes or omits to take in good faith, except that the
Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful
misconduct.
7.2.8. At any and all reasonable times, the
Trustee, and its duly authorized agents, attorneys, experts,
engineers, accountants and representatives, shall have the right
fully to inspect any and all books, papers and records of the
City pertaining to the Airport and the projects financed with
Bonds, and to take such memoranda from and in regard thereto as
may be desired.
7.2.9. The Trustee shall not be required to give
any bond or surety in respect of the execution of the said trusts
and powers or otherwise in respect of the premises hereof.
Page 46 -- ordinance
7.2.1D. Notwithstanding anything elsewhere in this
ordinance contained, the Trustee shall have the right, but shall
not be required, to demand, in respect to the authentication of
any Bands, the withdrawal of any cash, or any action whatsoever
within the purview of this Ordinance, any showings, certificates,
opinions including without limitation, opinions of Counsel}, or
other information, or corporate action or evidence thereof, in
addition to that by the. terms hereof required as a condition of
such action by the Trustee deemed desirable for the purpose of
establishing the right of the City to the withdrawal of any cash,
or the taking of any other action by the Trustee.
7.2.11. Before taking any action hereunder regarding
an Event of Default, the Trustee may require that it be furnished
an indemnity satisfactory to it for the reimbursement of all
expenses to which it may be put and to protect it against all
liability except liability which results from the negligent
action of Trustee, its negligent failure to act or its willful
misconduct.
7.3, Fees, Char es and Ex enses of the Trustee,
The Trustee and any Paying Agent shall be entitled to payment or
reimbursement far reasonable fees for services rendered hereunder
in accordance with its schedule of charges in effect at the time
of its billing, and all advances, counsel fees and other expenses
reasonably and necessarily made or incurred by them in and about
the execution of the trusts created by this Ordinance and in and
about the exercise and performance of the powers and duties of
the Trustee and Paying Agent hereunder and for the reasonable and
necessary costs and expenses incurred in defending any liability
in the premises of any character whatsoever sunless such
liability is adjudicated to,have resulted from the negligent
action of Trustee, its negligent failure to act or its willful
misconduct}. Upon an Event of Default, but only upon an Event of
Default, the Trustee shall have a first lien on the Revenues and
money in the Bond Fund, with right of payment prior to payment of
any Bond, for such fees, advances, counsel fees on trial or an
appeal, casts and expenses incurred by it.
7,4, Notice to Bondowners if Default Occurs. The
Trustee shall give to Bondowners notice of all Events of Default
known to the Trustee, within thirty ~3~} days after the
occurrence of an Event of Default unless such Event of Default
shall have been cured before the giving of such notice; provided
that, except in the case of a default in the payment of the
principal af, premium, if any, or interest on any of the Bonds,
the Trustee shall be protected in withholding such notice if and
so long as the Trustee in good faith determines that the
withholding of such notice is in the interest of the
Bondowners. So long as the Series 1988 Bonds are Outstanding,
the Trustee shall give notice to BIG of any Event of Default
immediately,
Page 47 - Ordinance
7.5. Intervention b Trustee, In any judicial
proceeding to which the City is a party, and which in the opinion
of the Trustee and its counsel has a substantial bearing an the
interests of owners of Bonds, the Trustee may intervene on behalf
of Bondowners and shall do so if requested in writing by the
owners of at least twenty-five percent ~25~} of the aggregate
principal amount of Bvn~ds Outstanding hereunder. The rights and
obligations of the Trustee under this subsection are subject to
the approval of a court of competent jurisdiction in the
premises.
7.6. Successor Trustee. Any company, association
or agency into which the Trustee may be converted or merged, or
with which it may be consolidated, or to which it may sell or
transfer its trust business and assets as a whole or
substantially as a whole, or any company or association resulting
from any such conversion, sale, merger, consolidation or transfer
to which it is a party, shall be and become successor Trustee
hereunder and vested with all of the title to the trust estate,
and all the trusts, discretions, immunities, privileges and all
other matters as was its predecessor, without the execution or
filing of any instrument or any further act, deed or conveyance
on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
7.7.
successor Trustee
successor Trustee
created by giving
and by first clas
shall take effect
the Bondowners or
served personally
Resi nation b th
,,,,_,__~ _ _e Trustee. Provided a
is reasonably availabl~e,~the Trustee and any
may at any time resign from the trusts hereby
thirty X30} days' written notice to the City
s mail to each Bondowner, and such resignation
upon the appointment of a successor Trustee by
by the City. Such notice to the City may be
or sent by certified mail.
7.8. Removal of Trustee. The Trustee may be
removed at any time by the City, or by an instrument or
concurrent instruments in writing delivered to the Trustee and to
the City, signed by the owners of a majority in aggregate
principal amount of Bonds then Outstanding.
7.9, A ointment of the Successor Trustee b the
Bondowners; Temporary Trustee. In case the Trustee hereunder
shall resign or be removed, or be dissolved or shall be in course
of dissolution or liquidation, or otherwise become incapable of
acting hereunder, ar in case it shall be taken under the control
of any public officer ar officers, or of a receiver appointed by
a court, a successor may be appointed by the City, or by the
owners of a majority in aggregate principal amount of Bands then
Outstanding, by an instrument or concurrent instruments in
writing signed by such owners or by their attorneys-in-fact, duly
authorized; provided that no such appointment shall be effective
without the written consent of the City, which consent shall not
Page 48 - Ordinance
be withheld unreasonably. Nevertheless in case of such vacancy
the City by resolution of its governing body may appoint a
temporary Trustee to fill such vacancy until a successor Trustee
shall be appointed by the Bondowners in the manner above
provided; and any such temporary Trustee so appointed by the City
shall immediately and without further act be superseded by the
Trustee sv appointed by the Bondowners. Every such Trustee
appointed pursuant to the provisions of this subsection shall be
a trust company or bank having a reported capital and surplus not
less than $15,000,OQO, if there be such an institution willing,
qualified and able to accept the trust upon reasonable or
customary terms.
7.10. Concernin an Successor Trustees. Every
successor Trustee appointed hereunder shall execute, acknowledge
or deliver tv its predecessor and to the City, an instrument in
writing accepting such appointment hereunder, and thereupon such
successor without any .further act, deed or conveyance, shall
become fully vested with all the trust estate and the rights,
powers, trusts, duties and obligations of its predecessors as
Trustee; but such predecessor shall, nevertheless on the written
request of the City, or of its successor Trustee, execute and
deliver an instrument transferring to such successor Trustee all
the trust estate and the rights, powers and trusts of such
predecessor hereunder, and every predecessor Trustee shall
deliver all securities and moneys held by it as Trustee hereunder
to its successor. Should any instrument in writing from the City
be required by`any.such successor Trustee for more fully and
certainly vesting in such successor the trust estate and the
rights, powers and duties hereby vested ar intended to be vested
in the predecessor Trustee, any and all such instruments in
writing shall, on request, be executed, acknowledged and
delivered by the City.
7,11. Trustee Protected in Rel in u on Execution
of Documents. This Ordinance may be accepted by the Trustee as
conclusive evidence of the facts and conclusions stated therein
and shall be full warrant, protection and authority to the
Trustee for the release ar property and the withdrawal of cash
hereunder.
7.1~. Successor Trustee while Series 1988 Bands
outstanding. So long as the Series 1988 Bonds are outstanding,
any successor Trustee appointed pursuant to the provisions of
this section shall ~a} be subject to the prior written approval
of BIG, fib} be a trust company or bank in good standing, located
in or incorporated under the laws of oregon, duly authorized to
exercise trust powers and subject to examination by federal or
state authority, ~c} have a reported capital and surplus of not
less than $5Q,4QO,Q44 and ~d} have, in the opinion of BIG,
substantial prior experience as a trustee for the benefit of
municipal bondholders. BIG shall be notified immediately of the
Page 49 - ordinance
resignation or removal of the Trustee and shall be provided with
a list of candidates being considered for the office of the
successor Trustee.
Page 50 ~- ordinance
1
SECTION 8, AMENDMENT OF THIS ORDINANCE
Amendments Without owner Co
8 ,1. _ .,,r~,,,.,,. ,,, nsent . The City,
____~
from time to time and at any ti~me~~~~and ~ wi~thou~t the consent or
concurrence~of any Bondowners, may adopt a Supplemental
Ordinance:
~a~ for the purpose of providing for the issuance of
Additional Bonds or Subordinate obligations;
fib) to make any changes or modifications hereof or
amendments yr additions hereto or deletions herefrom which
may be required to permit this Ordinance to be qualified
under the Trust Indenture Act of 1939 of the United States of
America, as amended from time to time; and
~c~ if the provisions of such Supplemental Ordinance
shall not, in the sole judgment of the City, adversely affect
the rights of the Owners of the Bonds then Outstanding and
cif the Series 1988 Bonds are then Outstanding the City
obtains the prior written consent of BIG, for any one or more
of the following purposes:
8.1.0,1, to make any changes or corrections in the
Ordinance fvr.the purpose of curing or correcting any ambiguous,
defective or Inconsistent provisions, and any. omissions, mistakes
or manifest errors, or to insert such provisions clarifying
matters or questions arising under the ordinance as are necessary
or desirable;
8.1,0.2, to add additional covenants and agreements
of the City fvr the purpose of further securing the payment of
the Bonds;
8,1.0,3, to surrender any right, power or privilege
reserved to or conferred upon the City by the terms of this
Ordinance or any Supplemental ordinance;
8.1.0.4, to confirm as further assurance any lien,
pledge ar charge, or the subjection to any lien, pledge or
charge, created or to be created by the provision of this
ordinance or any Supplemental Ordinance;
8.1.0.5. to grant to or confer upon the owners of the
Bonds any additional rights, remedies, powers, authority or
security that lawfully may be granted to or conferred upon them,
or to grant to or confer upon the Trustee for the benefit of the
owners of the Bonds any additional rights, duties, remedies,
power or authority;
Page 51 - ordinance
8.1.4.6. to prescribe further limitations and
restrictions upon the issuance of the Bonds and the incurring of
indebtedness by the City payable from the Revenues;
8.1,4.7. to provide for the payment of advances under
Reserve Equivalents; and
8.1.4.8. to modify in any other respect any of the
provisions of this Ordinance, or any Supplemental Ordinances
previously adopted; provided that such modifications shall have
no adverse effect as to any Bond or Bonds which are then
Outstanding.
8.2. Amendments With Owner Consent. With the
consent of the Owners of not less than sixty-six and two-thirds
percent X66-2/3%} of the principal amount of the Bonds then
outstanding, the City, from time to time and at any time, may
adopt a Supplemental Ordinance amending or supplementing the
provisions of this Ordinance for the purposes of adding any
provisions to, or changing in any manner or eliminating any of
the provisions of this Ordinance or of any Supplemental
Ordinance, or modifying in any manner the rights of the Owners of
the Bonds then Outstanding; provided, however, that without the
specific consent of the Owner of each such Bond which would be
affected thereby, no such Supplemental Ordinance amending or
supplementing the provisions hereof shall:
~a} change
of the principal of
interest thereon~or
reduce the principa
interest thereon or
or payment thereof;
the
any
the
1 amp
any
or
fixed maturity date for the payment
Bond or the dates for the payment of
terms of the redemption thereof, or
punt of any Bond or the rate of
premium payable upon the redemption
fib} reduce the aforesaid percentage of Bonds, the
Owners of which are required to consent to any such
Supplemental ordinance amending or supplementing the
provisions hereof; or
~c} give to any Bond or Bonds any preference over
any other Bond or Bonds secured hereby; or
~d} except as provided in Section 6 hereof,
authorize the creation of any pledge of the Revenues or any
lien thereon prior or superior or equal to the pledge and
lien created herein for the payment and security of the
Bonds; or
fie} deprive any Owner of the Bonds of the security
afforded by this Ordnance.
Page 52 - ordinance
8.3 . Proof of Consent , The proof of the giving
of any consent required by Section 8.2 and of the ownership of
Bonds for the purpose of giving consents shall be made in
accordance with the provisions of Section 9,5 hereof, and it
shall not be necessary that the consents of the owners of the
Bonds approve the particular form of wording of the proposed
amendment or supplement or of the Supplemental ordinance
affecting such amendment or supplement, but it shall be
sufficient if such consent approve the substance of the proposed
amendment or supplement.
8,4, Publication, After the owners of the
required percentage of Bonds shall have filed their consents to
the amending or supplementing hereof pursuant to paragraph ~b},
the City shall publish at least once a notice of such amending or
supplementing hereof, in an issue of a newspaper of general
circulation in Eugene, oregon and in an issue of The Da~il~ Band
Buyer, which is published in the city and State of New York, or
in lieu of such publication in The Daily Bond Buyer, in one issue
of some other newspaper of general circulation specializing in
financial matters published In the City and State of New York,
and shall mail a copy of such notice, postage prepaid to each
registered owner of Bonds then outstanding, at the owner's
address as it appears in the Band Register. Failure to mail
copies of said notice to any of said owners shall not affect the
validity of the Supplemental Ordinance effecting such amendments
or supplements or the consents thereto.
8.5. No Other Notices, .Nothing contained in any
paragraph of this section shall be construed as requiring the
giving of notice of any amending or supplementing of this
ordinance authorized by Section 8,1 hereof,
8,6. Proof. A record, consisting of the papers
required by this parag ar ph, shall be proof of the matters therein
stated until the contrary is proved.
8.7, Effective Date of Amendment. U on the
P
adoption pursuant to this section and of applicable law of any
Supplemental ordinance amending or supplementing the provisions
of this Ordinance including any Series ordinance authorizing the
a.ssuance of Bonds} and the delivery thereof to the Trustee,
together with an opinion of counsel to the City that such
Supplemental ordinance is in due form, has been duly adopted in
accordance with the provisions hereof and applicable law and the
provisions thereof are valid and binding upon the City upon
which opinion the Trustee shall be fully protected in relying},
or upon such later date after delivery of such Supplemental
ordinance and opinion to the Trustee as may be specified in such
Supplemental ordinance, this ordinance and the Bonds shall be
modified and amended in accordance with such Supplemental
Ordinance, and the respective rights, limitations of rights,
Page 53 - ordinance
obligations, duties and immunities under this Ordinance of the
City, the Trustee and of the Owners of the Bonds shall thereafter
be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all of the
terms and conditions of any such Supplemental Ordinance shall be
a part of the terms and conditions of the Bonds and of this
ordinance far any and all purposes.
8.8. Certain Bonds Deemed not Outstandin
Hereunder, In determining whether the Owners of the requisite
aggregate principal amount of Bonds have consented to the
amendment of this Ordinance, or have concurred in any waiver of
an Event of Default, ar have concurred in any other direction or
consent regarding this Ordinance, Bonds which are owned or
controlled directly or indirectly by the City shall be
disregarded and deemed not to be Outstanding for the purpose of
any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on
any such waiver, direction or consent, only Bonds which the
Trustee knows are so owned shall be so disregarded.
8.9. Ordinance to Constitute a Contract with
Bondowners; Enforcement of Same. So long as any of the. Bonds are
outstanding, each of the obligations, duties, limitations and
restraints imposed upon the City by this ordinance shall be
deemed to be a covenant between the City and every owner of said
Bonds, and this Ordinance and every provision and covenant hereof
and the provisions of ORS 288,805 to 288.945 shall constitute a
contract with every Owner from time to time of said Bonds, and
shall be enforceable by any owner of a Bond by mandamus or other
appropriate action or proceeding at law or in equity in any court
of competent jurisdiction, including, without limiting the
generality of the foregoing, the bringing of a suitor suits to
compel compliance with the provisions of this Ordinance in the
event the City fails to set aside and pay the Revenues into the
Bond Fund as required by Sections 4,2 and 4.3 hereof,
Page 54 - Ordinance
SEGTIQN 9. DEFAULT
9.1. Events of Default. Each of the following
shall constitute an "Event of Default":
9.1.1. If payment of the principal and premium cif
any} by the City of any Bond, whether at maturity or by
proceedings for redemption (whether by voluntary redemption or a
mandatory redemptian~ or otherwise, shall not be made when the
same shall became due and payable; or
9.1,2. If payment of interest by the City on any
Bond shall not be made when the same shall become due and
payable, or
9.1.3. If the City shall fail in the due and
punctual performance of any of the covenants, conditions,
agreements and provisions contained in the Bonds or in this
Ordinance or in any Supplemental Ordinance on the part of the
City to be performed, and such failure shall continue for forty-
five X45} days after written notice specifying such failure and
requiring the same to be remedied shall have been given to the
City by the Trustee or by the owners of not less than twenty
percent ~24~~ in principal amount of the Bonds then outstanding;
provided that a failure to comply with Section 5.1.1 shall not
constitute an Event of Default under the circumstances described
in Section 5.1.2, and if any other failure shall, be such that it
cannot be cured or corrected within such ninety-day period, it
shall not constitute an Event of Default hereunder if curative or
corrective action is instituted within said period and diligently
pursued until the failure of performance is cured or corrected;
or
9.1.4, If any proceedings shall be instituted with
the consent or acquiescence of the City for the purpose of
effecting a composition between the City and its creditors and if
the claim of such creditors is in any circumstance gayable from
the Revenues or any other moneys pledged and charged herein or in
any Supplemental ordinance or for the purpose of adjusting the
claims of such creditors, pursuant to any Federal ar State
statute now or hereafter enacted; or
9.1.5. If an order or decree shall be entered:
~a} with the consent ar acquiescence of the City,
appointing a receiver or receivers of the Airport or any of
the buildings and facilities thereof, or
~b~ without the consent ar acquiescence of the City,
appointing a receiver or receivers of the Airport or any of
the buildings and facilities thereof and such order or decree
having been entered, shall not be vacated or discharged or
Page 55 - ordinance
stayed on appeal within sixty ~6D} days after the entry
thereof ; or
9.1.6. If, under the provisions of any applicable
bankruptcy laws~or any other law far the relief or aid of
debtors:
~a} any court of competent jurisdiction shall assume
custody.or control of the Airport or any of the buildings and
facilities thereof, and such custody or control shall not be
terminated within ninety ~9D} days from the date of
assumption or such custody or control; or
fib} any court of competent jurisdiction shall
approve of any petition for the reorganization of the Airport
or rearrangement or readjustment of the obligations of the
City hereunder,
9,z. Notice to Bondowners U on Occurrence of an
Event of Default. The Trustee shall give by mail to all the
Bondowners as their names and addresses appear upon the Bond
Register, written notice of the occurrence of any Event of
Default within thirty days after the Trustee shall have knowledge
that such Event of Default has occurred, unless the Event of
Default shall have been cured before the giving of such notice;
provided that, except in the case of default in the payment of
the principal of. premium or interest on any Bond, the Trustee
shall be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust
committee of directors and/or responsible officers, of the
Trustee in good faith determine that the withholding of such
notice is in the interests of the owners of the Bonds.
9.3. Remedies U on Occurrence of Event of
Default; Powers of Trustee and Bondowners; Waivers of Event of
Default; Termination of Proceedings.
9.3.1. Remedies; Proceedings By Trustee. Upon the
occurrence of an Event of Default hereunder, the Trustee:
~ a } for and on beha 1 f of the Owners of the Bonds ,
shall have the same rights hereunder which are possessed by
any Owners of the Bonds;
fib} shall be authorized to proceed, in its own name
and as Trustee of an express trust;
~c} may pursue any available remedy by action at law
or suit in equity to enforce the payment of the principal of
and interest on the Bonds;
Page 56 - Ordinance
~d~ may file such proofs of claim and other papers
or documents as may be necessary or advisable in order to
have the claims of such Trustee and of the Owners of the
Bonds allowed in any judicial proceedings relative to the
City or~the Bonds; and
~e7 may, and upon the written request of the Owners
of twenty-five percent ~25a} in aggregate principal amount of
the Sonds then Outstanding shall, proceed to protect and
enforce all rights of the Bondowners and the Trustee under
this Ordinance, by such means or appropriate judicial
proceedings as shall be suitable or deemed by it mast
effective in the premises, including any action at law or in
equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained
in this Ordinance ar in aid of the exercise of any power
granted in this Ordinance or to enforce any other legal or
equitable right vested in the Owners of the Bands or the
Trustee by this Ordinance.
All rights of action including the right to file proof of
claims under this Ordinance or under any of the Bands may be
enforced by the Trustee without the possession of any of the
Bonds or the production thereof in any trial or other proceedings
relating thereto and any such suit or proceeding instituted by
the Trustee shall be brought in its name and as trustee of any
express trust without the necessity of joining as plaintiffs ar
defendants any Owners of the Bonds, and any recovery of judgment
shall be for the equal benefit of the Owners of the Outstanding
Bonds.
9.3.2. Rights of majority of Owners. The Owners of
nat less than a majority in principal amount of the Bonds at the
time Outstanding shall be authorized and empowered:
~a~ to direct the time, method, and place of
conducting any proceeding for any remedy available to the
Trustee or to the Owners of the Bonds, or exercising any
trust or power conferred upon the Trustee hereunder; or
~b~ on behalf of the Owners of the Bonds then
Outstanding, to consent to the waiver of any Event of Default
or its consequences, and the Trustee shall waive any Event of
Default and its consequences upon the written request of the
Owners of such majority. No waiver shall extend to any
subsequent Event of Default, or impair any right consequent
thereon.
9.3.3. Proceedings by owners. Notwithstanding any
other provision of the Ordinance the right of any owner of any
Bond to receive payment of the principal of and interest on such
Bond, on or after the respective due dates expressed in such
Page 57 ~- Ordinance
Bond, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired
or affected without the consent of such Owner.
9.3.4. No Remedy Exclusive. No remedy by the terms
of this ordinance conferred upon or reserved to the Owners of the
Bonds is intended to be exclusive of any other remedy, but each
and every such remedy shall be cumulative and shall be in
addition to any other remedy given hereunder to the Trustee or to
the Owners of the Bonds or now or hereafter existing at law or in
equity or by statute. No delay or omission to exercise any right
or power accruing upon any Event of Default shall impair any such
right or power or shall be construed to be a waiver of any such
Event of Default or acquiescence therein; and every such right
and power may be exercised from time to time and as often as may
be deemed expedient. Na waiver of any Event of Default hereunder
shall extend to or shall affect any subsequent Event of Default
or shall impair any rights or remedies consequent thereon.
9.3.5. Discontinuance of Proceedings. In case the
Trustee or the Owners of Bonds shall have proceeded to enforce
any right under this Ordinance and such proceedings shall have
been discontinued or abandoned for any reason, or shall have been
determined adversely, then and in every such case the City, the
Trustee and Owners of the Bonds shall be restored to their farmer
positions and rights, and all rights, remedies and powers of the
Trustee shall continue as if no such proceedings had been taken,
9.4. Consents, etc., of Bondowners. Any consent,
request, direction, approval, objection or other instrument
required by this Ordinance to be signed and executed by the
Bondowners may be in any number of concurrent writings of similar
tenor and may be signed or executed by such Bondowners in person
or by agent appointed in writing. Proof of the execution of any
such consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and,
subject to the provisions of Section 8 hereof, of the ownership
of Bonds, if made in the manner hereinafter in this section set
forth shall be sufficient for any of the purposes of this
Ordinance and shall be conclusive in favor of the City and the
Trustee with regard to any action taken under such request or
other instrument. The fact and date of the execution by any
person of any such writing may be proved by the certificate of
any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing
such writing acknowledged before him the execution thereof. or by
the affidavit of any witness to such execution. The fact of the
holding by any person of Bonds transferable by delivery and the
amounts and numbers of such Bonds, and the date of the holding of
same, may be proved by a certificate executed by any trust
company, bank or banker, wherever situated, stating that at the
date thereof the party named therein did exhibit to an officer of
Page 58 ~- Ordinance
such trust company or bank or to such banker, as the property of
such party, the Bonds therein mentioned, if such certificate
shall be deemed by the City and the Trustee to be satisfactory.
The City and the Trustee may, in their respective discretions;
require evidence that such Bands have been deposited with a bank,
banker or trust company, before taking any action based on such
ownership. In lieu of the foregoing the City and the Trustee may
accept other proofs of the foregoing as either of them shall deem
appropriate. The fact of ownership by any person of registered
Bonds shall be proved by the registration books maintained
pursuant hereto. For all purposes of this ordinance and of the
proceedings for the enforcement hereof, such persons shall be
deemed to continue to be the Owner of such Bonds until the City
and the Trustee shall have received notice in writing to the
contrary.
Page 59 - Ordinance
SECTION 10, SPECIAL PURPOSE FACILITIES
AND NET RENT LEASES
10,1. Financin of S ecial Pur ose Facilities,
The City may finance Special Purpose Facilities located at the
Airport by issuing Special Purpose obligations, if the Special
Purpose Facilities are subject to a Net Rent Lease. Special
Purpose obligations shall have no lien or claim on the Revenues,
and money received by the City under a Net Rent Lease shall not
constitute Revenues, except as provided in Section 10,1.1 hereof.
10.1.1. The Net Rent Lease shall provide for payment
to the City of a ground rental for the Airport land upon which
such Special Purpose Facility is or is to be located, in an
amount at least equal to the fair market rental value of the land
subject to the Net Rent Lease, as reasonably estimated by the
City. Such ground rental shall constitute Revenues and be paid
into the operating Account, to be used and applied as are other
moneys deposited therein.
10.1.2. All rentals payable under a Net Rent Lease
which exceed the amount required to pay the Special Purpose
obligations, to fund reserves for such Special Purpose
Obl~gat~ons, to pay trustee's, fiscal agents' and Paying Agents'
fees and expenses in connection therewith, to pay the Airport
administrative costs, or to pay ground rentals described in
Section 10,1.1 hereof, may be paid to the City for its own use
and purposes.
10.2. Special Purpose Obli,~ations. Anything in
this Ordinance to the ~contrary~~~~~notw~~~thstandin~g~, the City may
issue,Special Purpose obligations to finance Special Purpose
Facilities or refund Special Purpose Obligations. Such Special
Purpose obligations:
~a} shall be payable solely from the fixed rentals
payable under a Net Rent Lease;
fib} shall not be a charge ar claim against or
payable from the Revenues or any other moneys held under;
~c} shall mature within the term of the Net Rent
Lease entered into with respect to such Special Purpose
Facility; and
~d} shall not be issued unless and until the
following the conditions have been met:
10.2.1. A certificate of an Airport Consultant has
been filed with the City and the Trustee certifying that:
Page 60 - ordinance
~a} the facilities subject to the Net Rent Lease are
not being used,to provide services, facilities, commodities
or supplies which may be adequately made available through
the,Airport without the proposed Special Purpose
Facll~t~es}~;
fib} the construction or acquisition and leasing far.
use or occupation of such Special Facility would not cause
the City to fail to comply with its covenants in
Section 5.1.1 hereof;
~c} a Net Rent Lease has been entered into for the
Special Purpose Facility to be financed with the Special
Purpose Obligations; and
~d} the payments to be made by the lessee are
sufficient to pay the principal of and interest and premium
(if any} on the Special Purpose Obligations as the same
mature, to pay all trustee's, fiscal agents' and Paying
Agents' fees and expenses in connection therewith, and to pay
the ground rental described in Section 10.1.1 hereof; and
14.Z.~. There shall have been filed with the City
and the Trustee an opinion of Counsel to the City, that a Net
Rent Lease has been entered into for the Special Purpose Facility
to be financed with Special Obligation Bonds, and that the Net
Rent Lease is a valid and binding obligation of the Lessee
according to its terms and complies with the provisions of this
Section 14.
10.3. S ecial Pur ase Facilit Not Part of
Air ort. Sa long as any Special Purpose Obligations issued for a
Special Purpose Facility are Outstanding and unpaid, or until the
payment thereof shall have been duly and adequately provided for,
such Special Purpose Facility shall not be considered to be part
of the Airport. Thereafter, all rentals and other income
thereafter received,by the City from the Special Purpose Facility
fvr which such Special Purpose Obligations were issued shall, to
the extent permuted by law, constitute Revenues and be paid into
the Airport Fund, to be used and applied as are other moneys
deposited therein, and if such rentals and other income shall
then constitute Revenues, such Special Purpose Facility shall,
unless contrary to law, then constitute part of the Airport.
However, if any Special Purpose Obligations are retired from the
proceeds of Additional Bonds, the Special Purpose Facility
financed with those Special Purpose Obligations shall thereafter
constitute part of the Airport.
Page 61 ~ Ordinance
SECTION 11. DISCHARGE OF LIENS AND PLEDGES;
BONDS NO LONGER OUTSTANDING HEREUNDER
11.1. Bonds No Lon er Outstandin The
obligations of the City under this Ordinance, including all
Supplemental Ordinances, and the liens, pledges, charges, trusts,
assignments, covenants and agreements of the City herein or
therein made ar provided for, shall be fully discharged and
satisfied as to any Bond and such Bond shall no longer be deemed
to be Outstanding hereunder and thereunder:
11.1.1, when such Bond shall have been cancelled, ar
shall have been purchased by the Trustee from moneys in the Bond
Fund held by it under this Ordinance, or
11.1.2, as to any Band not cancelled or so
purchased, when payment of the principal of and the applicable
redemption premium, if any, on such Bond, plus interest thereon
to the due date thereof whether such due date be by reason of
maturity or upon redemption or prepayment or by declaration as
provided in Section 9.3 hereof; or otherwise}, either shall have
been made or caused to be made in accordance with the terms
thereof, or shall have been provided by irrevocably depositing
with the Trustee or Paying Agent for such Bond, in trust and
irrevocably appropriated and set aside exclusively for such
payment:
~a} moneys sufficient to make such payment; or
fib} Governmental Obligations or Prerefunded
Municipal Obligations has described in the definition of
"Permitted Investments"} maturing as to principal and
interest in such amounts and at such times as will insure the
availability of sufficient moneys to make such payment, and
all necessary and proper fees, compensation and expenses of
the Trustee and said Paying Agents pertaining to the Bond
with respect to which such deposit is made shall have been
paid or the repayment thereaf provided for to the
satisfaction of the Trustee and said Paying Agents,
11.2. Defeasance. Prior to any defeasance of
Series 1988 Bonds becoming effective under Section 11,1.2 of this
Ordinance, ~a} BIG shall have received an opinion of counsel,
satisfactory to BIG, to the effect that any deposit of cash or
securities and any deposit of investment earnings thereon to
effect such defeasance shall not constitute a voidable preference
in a case commenced under the Federal Bankruptcy Cade by or
against the City, fib} the amounts required to be deposited in the
Escrow Fund pursuant to this Ordinance and the Escrow Deposit
Agreement shall be invested only in Defeasance Obligations has
defined below} and ~c} BIG shall have received ~i} the final
official statement delivered in connection with the refunding
Page 62 - Ordinance
,~ .
,,.
i~
bonds, if any. iii} a copy of the accountants' verification
report, viii} a copy of the escrow deposit agreement in form and
substance acceptable to BIG, and Div} a copy of an opinion of
bond counsel, dated the date of closing and addressed to BIG, to
the effect that such Bonds have been paid within the meaning and
with the effect expressed in the ordinance, and that the
covenants, agreements and other obligations of the City to the
holders of such Bonds have been discharged and satisfied. The
opinion required by ~a} above may be waived in the discretion of
BIG at the time of such defeasance.
In the event that the principal of and/or interest on
the Bonds shall be paid by BIG pursuant to the terms of the
Series 1988 Municipal Bond Insurance Policy, the assignment and
pledge of the Net Revenues and all covenants, agreements and
other obligations of the City to the Bondowners shall continue to
exist, such Bonds shall be deemed to be outstanding and BIG shall
be fully subrogated to the rights of such Bondowners.
For purposes of this section, "Defeasance obligations"
shall mean the United States obligations and Prerefunded
Municipal obligations has described in the definition of
"Permitted Investments"},
If amounts are owed under the Series 1988 Credit
Agreement and the Series 1988 Note, then no Bonds may be defeased
until the amounts due thereunder are paid. If Series 1988 Bonds
are no longer deemed Outstanding hereunder, the 1988 Reserve
Equivalent shall terminate.
11.3. Interest and Securit if Not Uutstandin .
At such time as a Bond shall be deemed to be no longer
outstanding hereunder, such Bond shall cease to draw interest
from the due date thereof whether such due date be by reason of
maturity, or upon redemption or prepayment ar by declaration as
aforesaid, or otherwise} and, except for the purposes of any such
payment from such moneys or Governmental obligations, shall no
longer be secured by or entitled to the benefits of this
ordinance, including all Supplemental ordinances.
Investments and Exc ss Earn~n
11, 4 . _ ~ ~~ . e ~.~~.~~..~ ' ~.~ s , I f the
City obtains the verifcation o~f~~~~a~n independent f i~~rm of certified
public accountants that the remaining amounts will be sufficient
to pay Bonds as provided in Section 11.1,2 hereof, all income
from cash and investment held under Section 11.1.2 hereof which
is not required for the payment of the Bands and interest and
premium thereon with respect to which such moneys shall have been
sa deposited, shall be paid to the City and deposited in the
Airport Fund as and when realized and collected for use and
application as are other moneys deposited in that fund.
Page 63 - ordinance
11.5. Nonpresentment. If any Bond shall not be
presented for payment when the principal thereof shall become
due, whether at maturity ar at the date fixed for the redemption
thereof or upon declaration as provided in this Ordinance, or
otherwise, and if moneys or Governmental Obligations shall at
such due date be held by the Trustee, or a Paying Agent therefor,
in trust for that purpose and sufficient and available to pay the
principal and the premium if any, of such Bond, together with all
interest due thereon to the due date thereof or to the date fixed
far redemption thereof, all liability of the City for such
payment shall forthwith cease, determine and be completely
discharged, and thereupon it shall be the duty of the Trustee, or
such Paying Agent, to hold said moneys or Governmental
Obligations, without liability to such Bondowner for interest
thereon, in trust for the benefit of the Owner of such Bond, who
thereafter shall be restricted exclusively to said moneys or
Governmental Obligations for any claim of whatever nature of his
part on or with respect to said Bond, including any claim for the
payment thereof.
• 11.6. Use of Trust Limited. Notwithstanding any
provision of any other section of this ordinance which may be
contrary to the provisions of this section, all moneys or
Governmental Obligations set aside and held in trust pursuant to
the provisions of Section 11.1.2 for the payment of Bonds
including interest and premium thereon, if any} shall be applied
to and used solely for the payment of the particular Bond
including interest and premium thereon, if any} with respect to
which such moneys and Governmental Obligations have been so set
aside in trust.
11.7. Amendment. Anything in Section 8 hereof to
the contrary notwithstanding, if moneys or Governmental
obligations have been deposited or set aside with the Trustee, or
a Paying Agent, pursuant to this section for the payment of Bonds
and such Bonds shall be deemed to have been paid and be no longer
outstanding hereunder as provided in this section, but such Bonds
shall not have in fact been actually paid in full, nv amendment
to the provisions of this section shall be made without the
consent of the owner of each Bond affected thereby.
Page 64 - Ordinance
12, SERIES 19$8 BGND INSURANCE
12.1, BIG to be Deemed Bondowner; Ri hts of BIG;
Pa ments b SIG in Advance of Scheduled Maturit Dates; Notices.
12.1.1, Notwithstanding any provisions of this
Ordinance to the contrary, BIG shall at all times be deemed the
exclusive owner of all Series 1988 Bonds far all purposes except
for the purpose of payment of the principal of and premium, if
any, and interest on the Series 1988 Bonds prior to the payment
by BIG of the principal of and interest on the Bonds. BIG shall
have the exclusive right to direct any action ar remedy to be
undertaken by the Trustee, by the Series 1988 Bondowners or by
any other party pursuant to this ordinance, and no acceleration
shall be permitted, and no Event of Default shall be waived,
without SIG's consent.
The Trustee, in determining whether any amendments or
supplements to this Grdinance may be made without the consent of
Series 1985 Bondowners shall consider the effect on the rights of
the Series 1988 Bondowners as if the Series 1988 Municipal Bond
Insurance Policy were not in effect.
12,1,2, So long as the Series 1988 Bonds are
outstanding, na variable rate Bonds may be issued without the
prior written consent of SIG.
.12.1,3. Ta the extent that BIG makes payment of the
principal of or interest on the Series 1988 Bonds, it shall
became the owner of such Bonds, appurtenant coupons or right to
payment of principal of or interest on such Bands and shall be
fully subrogated to all of the registered owners' rights
thereunder, including the registered owners' rights to payment
thereof. To evidence such subrogation ~a} in the case of
subrogation as to claims for past due interest, the Trustee shall
note BIG's rights as subrogee on the registration books of the
City maintained by the Trustee upon receipt of proof from BIG as.
to payment of interest thereon to the registered owners of the
Series 1988 Bonds, and fib} in the case of subrogation as to
claims for past due principal, the Trustee shall note SIG's
rights as subrogee on the registration books of the City
maintained by the Trustee upon surrender of the Series 1988 Bonds
by the registered owners thereof to the Insurance Trustee.
12,1.4. In the event that the principal of and/or
interest on the Series 1988 Bonds shall be paid by BIG pursuant
to the terms of the Series 1988 Municipal Bond Insurance Policy,
~a} such Series 1988 Bonds shall continue to be Outstanding under
this Ordinance, fib} the assignment and pledge of the Net Revenues
and all covenants, agreements and other obligations of the City
to the registered owners shall continue to exist, and BIG shall
be fully subrogated to all of the rights of such registered
Page 65 - ordinance
owners in accordance with the terms and conditions of
subparagraph 12.1.2 above and the Municipal Band Insurance
Policy, and ~c} the City shall reimburse BIG far the amounts paid
by HIG under the policy and, to the extent permitted by law,
shall pay interest to BIG on amounts so paid by BIG at the lower
of the maximum rate permitted by law and the rate that Hankers
Trust Company, New Yark, New York, announces from time to time at
its principal office as its prime lending rate for domestic
commercial loans, such rate to change on the effective date of
each change in the announced rate, but solely from the Net
Revenues. Amounts paid to BIG as bond owner and subrogee shall,
to the extent of such payment, be credited against the amounts to
be paid to BIG pursuant to clause ~c}.
12.1.5. So long as the Series 1988 Bands are
Outstanding, the City and the Trustee shall notify BIG ~a} in
advance of the execution of any Supplemental Ordinance in the
event Bondowner consent is not required, and fib} immediately upon
occurrence of any Event of Default or of any event that with
notice and/or with the lapse of time could became an Event of
Default.
12.1.6. So long as the Series 1988 Honds are
Outstanding, the City and the Trustee shall also notify BIG ~i}
immediately, upon the withdrawal of amounts on deposit in the
Debt Service Reserve Account, other than amounts comprising
investment earnings thereon, upon the determination that a
deficiency in the Debt Service Reserve Account exists or upon the
failure to make any required deposit to the Debt Service Account
to pay principal or interest when due and iii} within five ~5}
days after such entity has received notice or has knowledge of an
Event of Default, or of an event that with notice ar lapse of
time or bath could became an Event of Default, specified in
Sections 9.1.3, 9.1.4, 9.1.5 and 9.1.6 hereof. Any notice that
is required to be given to Series 1988 Bondowners or to the
Trustee pursuant to this Ordinance or any Supplemental Ordinance
shall also be provided to BIG. All notices required to be given
to~BIG under this Ordinance shall be in writing and shall be sent
by~registered or certified mail or by overnight delivery,
addressed to Bond Investors Guaranty, 7D Pine Street, 53rd Floor,
New York, New York 10270, Attention: General Counsel.
12.1.7. Wherever this Ordinance requires the
approval or consent of BIG, BIG shall not unreasonably withhold
its consent or approval.
12.1.8. If the City has not paid the amounts due
under the Series 1988 Credit Agreement and the Series 1988 Note
within the time required by Section 4,3.2.2, any draws by the
City under the 1988 Credit Agreement and the Series 1988 Note
shall be subject to the consent of BIG until the amount due under
Page 66 - Ordinance
the Series 1988 Credit Agreement and the Series 1988 Note are
paid in full.
12.2. De osits to Bond Fund; Re istered-Bond
Pa ments under the Bvnd Insurance Polic So long as the Series
1988 Municipal Bond Insurance Policy shall be in full force and
effect, the City and the Trustee hereby agree to comply with the
provisions of this Section 12.2. For purposes of this Section
12.2 only, the term "Business Day" shall mean any day other than
a Saturday, Sunday, or a day on which Bankers Trust Company, the
Insurance Trustee for the Series 1988 Municipal Bond Insurance
Policy, is authorized by law to remain closed.
12 , 2.1. I f , on the fifth day ~ or i f the fifth day i s
not a Business Day, then an the Business Day next preceding the
fifth day} prior to a Series 1988 Bond payment date the Trustee
determines that there will be insufficient funds in the funds and
accounts available to pay the principal of or interest on the
Bands on such payment date, the Trustee shall immediately notify
BIG. Such notice shall be by telephone, promptly confirmed in
writing and shall specify the amount of the anticipated
deficiency, the Bonds to which such deficiency will be applicable
and whether payment due on such Bonds will be deficient as to
principal or interest, or both.
12.2.2. The Trustee shall, after giving native to
BIG as provided in subsection 12,2.1, above, make available to
BIG and Bankers Trust Company as insurance trustee for BIG the
"Insurance Trustee"}, the registration books of the City
maintained by the Trustee, and all records relating to the funds
and accounts established under this ordinance.
12.2,3. The Trustee shall provide BIG and the
Insurance Trustee with a list of the names and addresses of
registered Bondowners entitled to receive principal or interest
payments from BIG under the terms of the Municipal Bond Insurance
Policy, and shall make arrangements with the Insurance Trustee
~a} to mail checks or drafts to the registered Bondowners
entitled to receive full or partial interest payments from BIG,
and fib} to pay principal due an the Bands once such Bonds are
surrendered to the Insurance Trustee by the registered Bondowners
entitled tv receive full or partial principal payments from BIG.
12.2.4, The Trustee shall, at the time it provides
notice to BIG pursuant to 12.2,2 above, notify registered
Bondowners entitled to receive principal and interest payments
from BIG ~a} as to the fact of such entitlement, fib} that BIG
will remit all or a portion of the interest payments next coming
due, ~c} that if entitled to receive full payment of principal
from BIG such registered owners must tender their Bonds together
with a form of transfer of title thereto} for payment to the
Insurance Trustee and not to the Trustee, and ~d} that if
Page 67 - Grdinance
entitled tv receive partial payment of principal from BIG such
registered owners must tender their Bonds for payment thereof
first to the Trustee, who shall note on such Bonds the portion of
the principal paid by the Trustee, and thereafter, together with
a form of transfer of title thereto, to the Insurance Trustee.
After such Bonds and instruments transferring title thereto have
been tendered to the Insurance Trustee, BIG will pay the unpaid
portion of principal then due,
12.3. Reporting Requirements.
12.3.1. The City
case of Additional Bonds, and
indebtedness, it will file or
official statement issued by,
connection with the incurrence
indebtedness.
agrees that immediately, in the
annually, in the case of other
cause to be filed with BIG any
or on behalf of , the City in
e by the City of any such
12.3.2. The City agrees promptly to provide or cause
to be provided to BIG such financial, statistical and other
factual information as BIG shall from time to time reasonably
request regarding the Airport.
12.3.3. The City agrees to provide not more than 120
days after the end of each fiscal year, a certificate of its
Chief Financial Gfficer to the effect that the City is in
compliance with the terms and conditions of this ordinance, or
specifying the nature of any noncompliance and the remedial
action taken or proposed to be taken to cure such noncompliance.
12.3.4. The City agrees promptly to provide to BIG
~a} audited for, if no audited then unaudited} financial
statements and quarterly financial. statements, (b} its annual
report, ~c} all budgets, budget amendments, reports, certificates
and financial information required to be filed with the Trustee
pursuant to this ordinance or available at the request of
Bondowners, and ~d} all reports and certificates prepared by the
Airport Consultant or Financial Advisor.
Page ~8 - Ordinance
13. MISCELLANEOUS
13.1. No Personal Liability. No Councilperson of
the City and no officer, director or employee thereof shall be
individually or personally liable for the payment of the
principal of or interest or premium on the Bonds; but nothing
herein contained shall relieve any such Councilperson, officer,
director or employee from the performance of any duty provided or
required by law, including this ordinance.
13.2. Limitation of Rights. With the exception of
--
rights or benefits herein expressly conferred, nothing expressed
or mentioned in or to be implied from this Ordinance or the Bonds
is intended or shall be construed to give tv any person other
than the City, the Trustee, BIG and the Owners of the Bonds, any
legal or equitable right, remedy ar claim under or in respect to
this Ordinance or any covenants, conditions and provisions herein
contained; this Ordinance and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole
and exclusive benefit of the City, the Trustee, BIG and the
owners of the Bonds as herein provided.
.13.3. Governing Law. This ordinance shall be
construed and enforced in accordance with the Constitution and
laws of the State of Oregon.
13.4. Severability. If any provisions of this
ordinance shall be held o~r deemed to be or shall, in fact, be
inoperative or unenforceable as applied in any particular case in
any jurisdiction or jurisdictions or in all jurisdictions, or- in
all cases because it conflicts with any provision or provisions
hereof or any constitution or statute or rule of public policy,
or for any other reason, such circumstances shall not have the
effect of rendering the prevision in question inoperative or
unenforceable in any other case or circumstance, ar of rendering
any other provision or provisions herein contained invalid,
inoperative, or unenforceable to any extent whatsoever. The
invalidity of any one or more phrases, sentences, clauses,
paragraphs or sections in this Ordinance shall not affect the
remaining portions of this Ordinance or any part thereof.
Section 13.5. Notices. It shall be sufficient service
of any notice, request, complaint, demand or other paper, if the
same shall be duly mailed by registered or certified mail:
~a~ on the City, if addressed to the City of Eugene,
86~ West Park, Suite 300, Eugene, Oregon 974Q1, Attention:
City Manager, or to such address as the City may from time to
time file with the Trustee; and
~b~ on the Trustee, if addressed~to the Trustee at
First Interstate Bank of oregon, N.A., P.O. Box 2971,
Page 69 - ordinance
Portland, Oregon 97208, Attention: Trust Financial Services,
ar to such other address as the trustee may from time to time
file with the City.
13.
E e c t o S a t u,,,,,,,,,,, a s S u,,,,,,,.~_ ~ ~~
r y , ndays and Legal
Halida s. Whenever this Ordinance or a Bond require any action
taken on a day which is not a Business Day, such action shall be
taken an the first Business Day occurring thereafter. Whenever
in this Ordinance or a Bond the time within which any action is
required to be taken or within which any right will lapse ar
expire shall terminate on a day which is not a Business Day, such
time shall continue to run until midnight on the next succeeding
Business Day. However if:
~a~ a Record Date falls on a day on which the
Trustee is not open to transact business, the Record Date
shall be the immediately preceding day on which the Trustee
is open to transact business; and
~b~ if interest is payable on a day on which the
Trustee is not open to transact business, interest shall
cease to accrue as of the stated interest payment date, but
shall be payable on the day on which the Trustee is open to
transact business.
13.7. Valuation; Investments.
13.7.1. Methad of Valuation and Frequency of
Valuation. In computing the amount in any fund or account,
Permitted Investments shall be valued at the lower of the cost or
the market price, exclusive of accrued interest. With respect to
all funds and accounts, valuation shall occur annually, except in
the event of a withdrawal from the Debt Service Reserve Account,
whereupon securities shall be valued immediately after such
withdrawal.
13.7.2. Investment of Amounts Representing Accrued
Interest and Capitalized Interest. So long as the Series 1988
Bonds are Outstanding, to the greatest extent practicable, all
amounts representing accrued and capitalized interest shall be
held by the Trustee, pledged solely to the payment of interest on
the Bonds and invested only in United States Obligations has
described in the definition of "Permitted Investments"~ or
Prerefunded Municipal Obligations has described in the definition
of "Permitted Investments"} maturing at such times and in such
amounts as are necessary to match the interest payments to which
they are pledged.
13.8. Section Headin s; Table of Contents. The
headings or titles of the several sections hereof, and any table
of contents appended hereto or to copies hereof, shall be solely
Page 7fl - Ordinance
for convenience of reference and shall not affect the meaning,
construction, interpretation or effect of this ordinance.
13.9. Series 1988 Reserve E uivalent. The City
hereby authorizes issuance of the Series 1988 Nate to the
provider of the Series 1988 Credit Agreement. The Series 1988
Note shall be payable solely from the Net Revenues, after
required deposits into the Debt Service Account, as provided in
Sections 4.2,3.3 and 4.3.2.2 hereof. The Note shall be in an
amount no greater than the amount of the Series 1988 Credit
Agreement, plus interest at the rate assigned thereunder. The
City Manager or the City Manager's designee are hereby authorized
to obtain the Series 1988 Credit Agreement for the Series 1988
Bonds in a principal amount equal to the Reserve Requirement for
the Series 1988 Bonds. The Mayor, City Recorder, City Manager or
the City Manager's designee are authorized to execute, an behalf
of the City, the Series 1988 Note,. the Series 1988 Credit
Agreement and any other documents which may be required to obtain
the Series 1988 Reserve Equivalent. Pursuant to DRS 288.596,
amounts due from the City under the documents associated with the
Series 1988 Reserve Equivalent shall be payable solely from the
Net Revenues, as provided herein.
13.14. Emerc~enc~. In order that the Series 1988
Bonds may be sold and delivered as soon as possible, an emergency
is hereby declared to exist, and this ordinance shall take effect
immediately.
The foregoing ordinance was enacted by the Council of
the City of Eugene on April 1988.
f
City Reco der
r
0
Page 71 - ordinance HwRmts431a/71
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