81 of 1978 - A resolution providing for issuance of Airport Revenue Bonds for the acquisition of improvements and PLL CALL �_ Salt Lake City,Utah, October 17 194"3
•— VOTING Aye Nay
Mr.Chairman.. . I move that the Master Resolution, No. 81 of 1978, providing for the
Agraz
issuance of Airport Revenue Bonds for the acquisition cf improvements
Greener •
'y} 'Vail �� and extensions to the Salt Lake City Airports and to finance the cost of
Phillips / additional landing fields, landing strips and air navigation facilities, be
Result passed.
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o lesion of Public Affairs and l'inan a (Signature)
Passed by the Board of Coinmissioners of-Sal ake City,Utah_OCT.1 7.19 7 8
City Recorder Mayor
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SALT LAKE CITY, UTAH
RESOLUTION NO. 81
PROVIDING FOR THE ISSUANCE OF
AIRPORT REVENUE BONDS
Adopted October 17,1978
TABLE OF CONTENTS
ARTICLE I—DEFINITIONS, STATUTORY AUTHORITY
AND EQUALITY OF BONDS
Section Page
1.01 Definitions 1
Accountant's Certificate 1
Accrued Aggregate Debt Service 1
Act 1
Aggregate Debt Service 1
Airport 1
Airport Consultant 1
Airport Consultant's Certificate 2
Authorized Officer 2
Auxiliary Airports 2
Average Aggregate Debt Service 2
Board 2
Bonds 2
Bondholder 2
Calendar Year 2
Capital Amount 2
City 3
City Airports 3
Construction Bonds 3
Construction Fund 3
Cost of Construction 3
Debt Service 4
Debt Service Reserve Account 4
Depositary 4
Engineer's Certificate 4
Estimated Net Revenues 4
Fiduciary or Fiduciaries 4
Financial Newspaper or Journal 4
Fiscal Year 4
Grant Aid 4
Independent Public Accountant 4
Investment Securities 5
Net Revenues 5
Operation and Maintenance Costs 5
Opinion of Counsel 6
Outstanding 6
Paying Agent 6
Principal and Interest Fund 6
Principal Installment 6
Project 7
Project Account 7
Qualified Independent Engineer 7
Redemption Price 7
Refunding Bonds 7
Renewal and Replacement Fund
Resolution 7
Section Page
Revenue Fund 7
Revenues 8
Series 8
Sinking Fund Installment 8
Special Purpose Facilities 8
Supplemental Resolution 8
Surplus Fund 8
Trustee 8
Written Certificate of the City,Written Request of the City,Writ-
ten Statement of the City 9
Year 9
1.02 Authority for the Resolution 9
1.03 Resolution to Constitute a Contract;Equal Security 9
ARTICLE II—AUTHORIZATION AND ISSUANCE OF BONDS
2.01 Authorization of Bonds 10
2.02 General Provisions for the Issuance of Bonds 10
2.03 Special Provisions for the Issuance of Construction Bonds 11
2.04 Special Provisions for the Issuance of Refunding Bonds 13
ARTICLE III—TERMS AND PROVISIONS OF BONDS
3.01 Terms of Bonds 14
3.02 Execution of Bonds 15
3.03 Transfer of Coupon Bonds 16
3.04 Registration of Coupon Bonds 16
3.05 Transfer of Fully Registered Bonds 16
3.06 Exchange of Bonds 17
3.07 Bond Registration Books 17
3.08 Temporary Bonds 17
3.09 Bonds Mutilated,Lost,Destroyed or Stolen 17
ARTICLE IV—REDEMPTION OF BONDS
4.01 Privilege of Redemption of Bonds 18
4.02 Selection of Bonds for Redemption 18
4.03 Notice of Redemption 18
4.04 Partial Redemption of Registered Bonds 19
4.05 Effect of Redemption 19
4.06 Disposition of Redeemed Bonds 19
ii
ARTICLE V—PLEDGE OF REVENUES; ESTABLISHMENT
OF FUNDS AND APPLICATION THEREOF
Section Page
5.01 The Pledge Effected by the Resolution 19
5.02 Establishment of Funds 20
5.03 Construction Fund 20
5.04 Revenues and Revenue Fund;Payment of Operation and Mainte-
nance Costs 22
5.05 Payments Into Certain Funds 22
5.06 Principal and Interest Fund—Bond Service Account 23
5.07 Principal and Interest Fund—Debt Service Reserve Account 23
5.08 Renewal and Replacement Fund 24
5.09 Surplus Fund 25
5.10 Purchase of Bonds 25
ARTICLE VI—COVENANTS OF THE CITY
6.01 Punctual Payment of Bonds 25
6.02 Against Encumbrances 25
6.03 Against Sale or Other Disposition of Property Except Under Con-
ditions 25
6.04 Operation and Maintenance 26
6.05 Qualified Independent Engineer and Airport Consultant 27
6.06 Maintenance of Revenues 27
6.07 Observance of Laws and Regulations 27
6.08 Payment of Taxes and Claims 27
6.09 Insurance 28
6.10 Accounts and Reports 28
6.11 Rates and Charges 29
6.12 Maintenance of Paying Agents 29
6.13 Eminent Domain 30
6.14 Reconstruction of City Airports; Application of Insurance
Proceeds 31
6.15 Special Purpose Bonds 31
6.16 Accumulation of Coupons 32
6.17 Compliance with Resolution 32
iii
Section Page
6.18 Power to Issue Bonds and Pledge Revenues and Other Funds 32
6.19 Power to Own City Airports and Collect Rates and Fees 32
6.20 General 32
ARTICLE VII—THE TRUSTEE AND THE PAYING AGENTS
7.01 Appointment of Trustee 33
7.02 Paying Agents;Appointment and Acceptance of Duties;Removal 33
7.03 Terms and Conditions of the Trusts 33
7.04 Intervention by the Trustee 35
7.05 Successor Trustee 36
7.06 Concerning Any Successor Trustee 36
7.07 Compensation of the Trustee and Its Lien 36
7.08 Appointment of Co-Trustee 36
ARTICLE VIII—MODIFICATION OR AMENDMENT
OF RESOLUTION
8.01 Amendments Permitted 37
8.02 Bondholders'Meetings 38
8.03 Amendment by Written Consent 38
8.04 Disqualified Bonds 39
8.05 Effect of Modification or Amendment 39
8.06 Endorsement or Replacement of Bonds Issued after Amendments 39
ARTICLE IX—EVENTS OF DEFAULT AND REMEDIES
OF BONDHOLDERS
9.01 Events of Default 39
9.02 Acceleration 40
9.03 Accounting and Examination of Records after Default 40
9.04 Application of Revenues and Other Moneys after Default 41
9.05 Trustee to Represent Bondholders 41
9.06 Non-Waiver 42
9.07 Remedies Not Exclusive 42
ARTICLE X—DEPOSITS AND INVESTMENT OF FUNDS
10.01 Deposits 42
10.02 Investment of Funds 43
iv
ARTICLE XI—DEFEASANCE
Section Page
11.01 Discharge of Indebtedness 44
11.02 Unclaimed Moneys 45
ARTICLE XII—MISCELLANEOUS
12.01 Limited Liability of City 45
12.02 Benefits of Resolution Limited to Parties 45
12.03 Successor is Deemed Included in All References to Predecessor 45
12.04 Execution of Documents by Bondholders 46
12.05 Publication for Successive Weeks 46
12.06 Waiver of Notice 46
12.07 Cremation or Destruction of Canceled Bonds 46
12.08 Governing Law 46
12.09 Article and Section Headings 46
12.10 Partial Invalidity 47
v
•
81
RESOLUTION NO.
PROVIDING FOR THE ISSUANCE OF
AIRPORT REVENUE BONDS
WHEREAS,the Board of Commissioners of Salt Lake City,Salt Lake County, Utah,a municipal
corporation and political subdivision of the State of Utah,has determined to undertake the acquisi-
tion of improvements and extensions to the public utility of the City comprising its municipal air-
ports,landing fields,landing strips and air navigation facilities,and to finance the cost of such acqui-
sition by the issuance of revenue bonds as authorized by law;
Now,THEREFORE,BE IT RESOLVED by the Board of Commissioners of Salt Lake City,Salt Lake
County,Utah,as follows:
ARTICLE I
DEFINITIONS, STATUTORY AUTHORITY
AND EQUALITY OF BONDS
SECTION 1.01.Definitions. Unless the context otherwise requires,the terms in this section defined
shall,for all purposes of the Resolution and of any certificate,opinion or other document herein men-
tioned,have the meanings herein specified.
Accountant's Certificate
"Accountant's Certificate"means a certificate signed by an Independent Public Accountant.
Accrued Aggregate Debt Service
"Accrued Aggregate Debt Service"means,as of any date of calculation,the sum of the amounts of
Debt Service that have accrued with respect to all Series of Bonds,calculating the Debt Service that
has accrued with respect to each Series of Bonds as an amount equal to the sum of(i)the interest on
the Bonds of such Series that has accrued and is unpaid and that will have accrued by the end of the
then current calendar month,and(ii)that portion of the next due Principal Installment for the Bonds
of such Series that would have accrued(if deemed to accrue in the manner set forth in the definition
of"Debt Service"in this section)by the end of the then current calendar month.
Act
"Act"means the Utah Municipal Bond Act,Chapter 14 of Title 11,Utah Code Annotated,1953,
as amended,and all laws amendatory thereof or supplemental thereto.
Aggregate Debt Service
"Aggregate Debt Service"means,as of any date of calculation and with respect to any period,the
sum of the amounts of Debt Service for all Series of Bonds for such period.
Airport
"Airport"means Salt Lake City International Airport,plus future additions thereto and all pres-
ent and future improvements and facilities thereon or acquired or constructed for purposes associated
therewith.
Airport Consultant
"Airport Consultant" means any firm,corporation or individual experienced in the administra-
tion, maintenance and operation of airports and airport facilities, appointed and paid by the City,
who:
(i) is in fact independent and not under the domination of the City;
1
(ii) does not have any substantial interest,direct or indirect,with the City;and
(iii) is not connected with the City as an officer or employee of the City but who may be
regularly retained to make annual or other periodic reports to the City.
Airport Consultant's Certificate
"Airport Consultant's Certificate"means a certificate or opinion signed by an Airport Consultant.
Authorized Officer
"Authorized Officer"means the Director of Airports of the City,its Mayor or its City Recorder,
and any other person authorized by resolution of the Board to perform the act or sign the document
in question.
Auxiliary Airports
"Auxiliary Airports" means that airport presently known as "Airport No.2"and all other air-
ports operated by the City in the future except Salt Lake City International Airport.
Average Aggregate Debt Service
"Average Aggregate Debt Service" means, as of any date of calculation, the total of the Ag-
gregate Debt Service as computed for each Fiscal Year during which any of the Bonds are Outstand-
ing,divided by the number of such Fiscal Years.
Board
"Board" means the Board of Commissioners of the City, or any other governing board of the
City hereafter provided for pursuant to law.
Bonds
"Bonds"means the Airport Revenue Bonds authorized by and at any time Outstanding pursuant
to the Resolution.
Bondholder
"Bondholder" or "Holder of Bonds," or any similar term,means any person who shall be the
bearer of any coupon Bond or Bonds or the registered owner of any coupon Bond or Bonds registered
as to principal or of any fully registered Bond or Bonds.
Calendar Year
"Calendar Year" means the period commencing on January 1 of each year and terminating on
the next succeeding December 31.
Capital Amount
"Capital Amount"shall be$50,000,adjusted at the end of every five(5)Fiscal Years after June
30,1978(the first adjustment,if any,to occur June 30,1983),either upward or downward for inflation
(or deflation)in increments of$10,000 as follows:(1)as proposed by the City(if accepted by a major-
ity in interest of the airlines operating passenger service into the Airport which have entered into air-
port use agreements with the City for the use of airline joint space in the airline terminal complex at
the Airport and for the leasing of exclusive use space in the airline terminal complex at the Airport),or
(2)failing such acceptance,an adjustment of$10,000 upwards or downwards for each full increment of
20% of increase or decrease in the GNP Implicit Price Deflator Index (as published by the U.S.
Department of Commerce), that occurs between June 30, 1978 and the end of the Fiscal Year when
the adjustment is to be made.
2
City
"City"means Salt Lake City,Salt Lake County,Utah,a municipal corporation and political sub-
division of the State of Utah,and its successors and assigns.
City Airports
"City Airports"means the Airport and the Auxiliary Airports.
Construction Bonds
"Construction Bonds"means all Bonds,whether issued in one or more Series,authenticated and
delivered pursuant to Section 2.03, and any Bonds thereafter authenticated and delivered in lieu
thereof or in substitution therefor pursuant to Article III or Section 4.04 or Section 8.06.
Construction Fund
"Construction Fund"means the fund by that name established in Section 5.02.
Cost of Construction
"Cost of Construction"means the costs of the City properly attributable to the acquisition of any
Project and all expenses preliminary and incidental thereto incurred by the City in connection there-
with and in the issuance of the Bonds,including all engineering,fiscal and legal expenses and costs of
issuance for which funds may be disbursed from the Construction Fund and interest during construc-
tion,including but not limited to:
(1) Payment of the construction costs of a Project.
(2) Payment of the initial or acceptance fee of the Trustee.
(3) Payment to the City of such amounts,if any,as shall be necessary to reimburse the City
in full for advances and payments theretofore made or costs theretofore incurred by the City for
any item of Cost of Construction.
(4) Costs for the obtaining of any insurance policy or policies or surety bonds with respect to
a Project by the City during the construction of such Project.
(5) Payment of audit fees and expenses for maintenance of construction records required to
be kept with respect to a Project.
(6) Payment of the costs of any necessary litigation and the obtaining of all necessary per-
mits and rulings.
(7) Payment of the costs of issuance of the Bonds including legal,accounting and fiscal agent
fees and expenses,printing and engraving costs and fees of rating agencies,incurred in connection
with the authorization, sale and issuance of the Bonds and preparation of the Resolution and
Supplemental Resolution pursuant to which the Bonds will be issued.
(8) The amount,if any,to be deposited into the Construction Fund pursuant to paragraph
(9)of Section 2.02(a),representing interest on the Bonds estimated to fall due during the period
of construction of a Project and for not more than 12 months thereafter.
(9) The amount,if any,to be deposited into the Revenue Fund as working capital amounts
pursuant to paragraph(10)of Section 2.02(a).
(10) The amount,if any,to be deposited into the Debt Service Reserve Account pursuant to
paragraph(11)of Section 2.02(a).
(11) Payment of any other costs and expenses relating to a Project,including fees and ex-
penses of the Trustee during the construction period of a Project.
3
Debt Service
"Debt Service" means for any particular Fiscal Year and for any Series of Bonds an amount
equal to the sum of(a)all interest payable during such Fiscal Year on such Bonds Outstanding plus
(b)the Principal Installment or Installments during such Fiscal Year on such Bonds Outstanding,cal-
culated on the assumption that Bonds Outstanding on the day of calculation cease to he Outstanding
by reason of,but only by reason of,payment either upon maturity or application of any Sinking Fund
Installments required by the Resolution.
Debt Service Reserve Account
"Debt Service Reserve Account"means the Debt Service Reserve Account in the Principal and
Interest Fund established in Section 5.02.
Depositary
"Depositary" means any bank or trust company selected by the City and satisfactory to the
Trustee as a depositary of moneys and securities held under the provisions of the Resolution,and may
include the Trustee.
Engineer's Certificate
"Engineer's Certificate" means a certificate or opinion signed by a Qualified Independent En-
gineer.
Estimated Net Revenues
"Estimated Net Revenues"means,for any Fiscal Year,the estimated Revenues for such Fiscal
Year less the estimated Operation and Maintenance Costs for such Year, based upon estimates
prepared by an Airport Consultant.
Fiduciary or Fiduciaries
"Fiduciary" or "Fiduciaries" means the Trustee, the Paying Agents, or any or all of them, as
may be appropriate.
Financial Newspaper or Journal
"Financial Newspaper or Journal"means The Wall Street Journal or The Daily Bond Buyer or
any other newspaper or journal printed in the English language and customarily published on each
business day devoted to financial news and selected by the Trustee,whose decision shall be final.
Fiscal Year
"Fiscal Year" means the annual accounting period of the City as from time to time in effect,
initially a period commencing on July 1 of each Calendar Year and ending on the next succeeding
June 30.
Grant Aid
"Grant Aid" means any grants in aid made to the City for the City Airports by the federal
government (now called "ADAP") or by the State of Utah, but shall not include fuel tax refunds
made by the State of Utah to the City.
Independent Public Accountant
"Independent Public Accountant"means any certified public accountant or firm of such accoun-
tants of national reputation appointed and paid by the City,and who,or each of whom—
(i) is in fact independent and not under domination of the City;
4
•
(ii) does not have any substantial interest,direct or indirect,with the City;
(iii) is not connected with the City as an officer or employee of the City, but who may be
regularly retained to make annual or other audits of the books of or reports to the City;and
(iv) is satisfactory to the Trustee.
The Trustee shall be entitled to rely on the written statement of a certified public accountant or
firm of such accountants as to his or its compliance with the terms of this definition.
Investment Securities
"Investment Securities"means any of the following securities,if and to the extent that the same
are at the time legal for investment of City funds:
(i) Direct obligations of or obligations guaranteed by the United States of America;
(ii) Bonds,debentures or notes or other evidence of indebtedness issued by any of the follow-
ing agencies: Bank for Cooperatives; Federal Intermediate Credit Bank; Federal Home Loan
Bank System;the Export-Import Bank of the United States; Federal Land Banks;the Federal
National Mortgage Association;the United States Postal Service;the Tennessee Valley Author-
ity;the Government National Mortgage Association;the Federal Financing Bank;or any agency
or instrumentality of the United States of America which shall be established for the purposes of
acquiring the obligations of any of the foregoing or otherwise providing financing therefor;
(iii) Repurchase Agreements with any bank or trust company, selected by the City and
satisfactory to the Trustee, acting as principal or agent, for securities described in(i) and (ii)
above,if such securities are delivered to the Trustee or are supported by a safekeeping receipt
issued by a qualified depositary within the meaning of Section 51-7-3, Utah Code Annotated,
1953,as amended;
(iv) New Housing Authority Bonds issued by public agencies or municipalities and fully
secured as to the payment of both principal and interest by a pledge of annual contributions
under an Annual Contributions Contract or Contracts with the United States of America; or
Project Notes issued by public agencies or municipalities and fully secured as to the payment of
•
both principal and interest by a requisition or payment agreement with the United States of
America;and
(v) Direct and general obligations of any State within the territorial United States of Amer-
ica,to the payment of the principal of and interest on which the full faith and credit of such State
is pledged,provided that at the time of their purchase under the Resolution,such obligations are
rated in either of the two highest rating categories by a nationally recognized bond rating agency.
Net Revenues
"Net Revenues"means,for any period,the Revenues during such period less the Operation and
Maintenance Costs during such period.
Operation and Maintenance Costs
"Operation and Maintenance Costs"means all actual operation and maintenance costs related to
the City Airports incurred by the City in any particular Fiscal Year or period to which said term is
applicable or charges made therefor during such Fiscal Year or period.
Such Operation and Maintenance Costs include,but are not limited to,amounts paid by the City
up to the Capital Amount for any one improvement,repair,replacement or for the acquisition of any
one item of equipment related to the City Airports,for salaries and wages,employees'health,hospi-
talization,pension and retirement expenses,fees for services,materials and supplies,rents,administra-
tive and general expenses,insurance expenses,Trustee,Paying Agent, legal,engineering,accounting
5
and financial advisory fees and expenses and costs of other consulting and technical services,training
of personnel, taxes, payments in lieu of taxes and other governmental charges,fuel costs, and any
other current expenses or obligations required to be paid by the City under the provisions of the
Resolution or by law,all to the extent properly allocable to the City Airports.
Such Operation and Maintenance Costs do not include depreciation or obsolescence charges or re-
serves therefor,amortization of intangibles or other bookkeeping entries of a similar nature,interest
charges and charges for the payment of principal,or amortization,of bonded or other indebtedness of
the City, costs, or charges made therefor, for amounts paid by the City in excess of the Capital
Amount for any one improvement,repair,replacement or for the acquisition of any one item of equip-
ment related to the City Airports,and do not include losses from the sale,abandonment,reclassifica-
tion,revaluation or other disposition of any properties.
Opinion of Counsel
"Opinion of Counsel"means a written opinion of counsel selected by the City and satisfactory to
the Trustee. Any Opinion of Counsel may be based,insofar as it relates to factual matters on infor-
mation with respect to which is in the possession of the City,upon a Written Certificate of the City,
unless such counsel knows,or in the exercise of reasonable care should have known,that such Written
Certificate is erroneous.
Outstanding
"Outstanding"means,as of any date of calculation(subject to the provisions of Section 8.04)all
Bonds which have been duly authenticated and delivered by the Trustee except:(a)Bonds theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation;(b)Bonds for the payment or
redemption of which cash funds or Investment Securities shall have theretofore been deposited with
the Trustee(whether upon or prior to the maturity or redemption date of any such Bonds),provided
that,if such Bonds are to be redeemed,notice of such redemption has been duly given pursuant to the
provisions of the Resolution or arrangements satisfactory to the Trustee shall have been made there-
for,or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee;
and(c)Bonds in exchange for or in lieu of which other Bonds have been authenticated or delivered
pursuant to the terms of Section 3.09 unless they are coupon Bonds which have been redelivered upon
subsequent exchanges of fully registered Bonds for coupon Bonds as permitted by the Resolution.
Paying Agent
"Paying Agent"means any bank or trust company designated as paying agent for the Bonds of
any Series,and its successor or successors hereinafter appointed in the manner provided in the Resolu-
tion.
Principal and Interest Fund
"Principal and Interest Fund"means the fund by that name established in Section 5.02.
Principal Installment
"Principal Installment" means,as of any date of calculation and with respect to any Series of
Bonds,so long as any Bonds thereof are Outstanding,(i)the principal amount of Bonds of such Series
due on a certain future date for which no Sinking Fund Installments have been established,or(ii)the
unsatisfied balance(determined as provided in the definition of"Sinking Fund Installment"in this
section)of any Sinking Fund Installment due on a certain future date for Bonds of such Series,plus
the amount of the sinking fund redemption premiums, if any, which would be applicable upon
redemption of such Bonds on such future date in a principal amount equal to such unsatisfied balance
6
•
of such Sinking Fund Installment,or(iii)if such future dates coincide as to different Bonds of such
Series, the sum of such principal amount of Bonds and of such unsatisfied balance of such Sinking
Fund Installment due on such future date plus such applicable redemption premiums,if any.
Project
"Project"means the acquisition of additions,improvements and extensions to the public utility of
the City comprising the City Airports by constructing airline terminal buildings and facilities and
auxiliary buildings and facilities to be used in connection with the operation and maintenance of air-
ports,constructing,improving and rehabilitating air navigation facilities,landing fields,airport run-
ways,relocating airport utility facilities,acquiring land and interests in land,and all related appur-
tenant facilities necessary and convenient in connection therewith,or any portion thereof;however,
only if and to the extent that the same shall be designated by the Board as a Project in a Supplemen-
tal Resolution authorizing the issuance of the initial Series of Construction Bonds for such Project in
accordance with Section 2.03.
Project Account
"Project Account"means the separate account for each Project in the Construction Fund.
Qualified Independent Engineer
"Qualified Independent Engineer"means any registered or licensed engineer or architect and en-
gineer or firm of such engineers or architects and engineers of national reputation generally recognized
to be well qualified in engineering matters relating to construction and maintenance of airports and
airport facilities,appointed and paid by the City,who:
(i) is in fact independent and not under the domination of the City;
(ii) does not have any substantial interest,direct or indirect,with the City;
(iii) is not connected with the City as an officer or employee of the City but who may be
regularly retained to make annual or other periodic reports to the City;and
(iv) is not and has not been,for at least one year retained by the City to do any design work,
in connection with construction on or off the City Airports,except that this(iv)shall not apply
until after July 1,1979.
Redemption Price
"Redemption Price"means,with respect to any Bond,the principal amount thereof plus the ap-
plicable premium,if any,payable upon redemption thereof pursuant to any Supplemental Resolution.
Refunding Bonds
"Refunding Bonds" means all Bonds, whether issued in one or more Series,authenticated and
delivered pursuant to Section 2.04, and any Bonds thereafter authenticated and delivered in lieu
thereof or in substitution therefor pursuant to Article III or Section 4.04 or Section 8.06.
Renewal and Replacement Fund
"Renewal and Replacement Fund"means the fund by that name established in Section 5.02.
Resolution
"Resolution"means this Resolution No. providing for the issuance of Airport Revenue
Bonds as from time to time amended or supplemented by Supplemental Resolutions.
Revenue Fund
"Revenue Fund"means the fund by that name established in Section 5.02.
7
Revenues
"Revenues"means all revenues,income,rents and receipts derived by the City from or attribut-
able to the City Airports from and after the date of delivery of the first Series of Construction Bonds,
including any fuel tax refunds received by the City from the State of Utah and the proceeds of any in-
surance covering business interruption loss. "Revenues"also includes all interest,profits or other in-
come derived from the investment of any moneys held pursuant to the Resolution and required to be
paid into the Revenue Fund and the proceeds of any interest subsidy with respect to the Bonds paid
for or for the account of the City by any governmental body or agency. Revenues shall not include:
(a)Grant Aid;(b)proceeds received on insurance resulting from casualty damage to assets of the City
Airports;(c)rentals or other charges(other than ground rentals)derived by the City under and pur-
suant to a lease or leases relating to Special Purpose Facilities;or(d)the proceeds of sale of Bonds,
notes or other obligations issued for City Airports purposes.
Series
"Series" means all of the Bonds designated as being of the same Series authenticated and
delivered on original issuance in a simultaneous transaction,and any Bonds thereafter authenticated
and delivered in lieu thereof or in substitution therefor pursuant to Article III or Section 4.04 or Sec-
tion 8.06.
Sinking Fund Installment
"Sinking Fund Installment" means an amount so designated which is established pursuant to
paragraph(8)of subsection(a)of Section 2.02. The portion of any such Sinking Fund Installment
remaining after the deduction of any such amounts credited pursuant to Section 5.10 toward the same
(or the original amount of any such Sinking Fund Installment if no such amounts shall have been
credited toward the same)shall constitute the unsatisfied balance of such Sinking Fund Installment
for the purpose of calculation of Sinking Fund Installments due on a future date.
Special Purpose Facilities
"Special Purpose Facilities" means(1)hangars,aircraft overhaul,maintenance or repair shops,
motels,hotels,storage facilities,garages,cargo handling buildings and necessary ramp areas inciden-
tal thereto,and other similar facilities,(2)projects as now or hereafter provided in the Utah Indus-
trial Facilities Development Act(Chapter 17,Title 11,Utah Code Annotated,1953,as amended),and
(3)such other facilities or projects as the Board shall by resolution designate as a Special Purpose
Facility,and the cost of construction and acquisition of which facilities are financed with the proceeds
of special purpose bonds,notes or obligations of the City as contemplated and permitted by Section
6.15.
Supplemental Resolution
"Supplemental Resolution" means any resolution in full force and effect which has been duly
adopted by the Board under the Act;but only if and to the extent that such Supplemental Resolution
is adopted in accordance with the provisions of the Resolution.
Surplus Fund
"Surplus Fund"means the fund by that name established in Section 5.02.
Trustee
"Trustee"means the trustee to be appointed by the City pursuant to Section 7.01,its successors
and assigns,and any other corporation or association which may at any time be substituted in its
place as provided herein.
8
Written Certificate of the City,Written Request of the City,Written Statement of the City
"Written Certificate of the City,""Written Request of the City"and"Written Statement of the
City" means an instrument in writing signed on behalf of the City by an Authorized Officer (or
Officers)thereof. Any such instrument and any supporting opinions or certificates may,but need not,
be combined in a single instrument with any other instrument,opinion or certificate,and the two or
more so combined shall be read and construed so as to form a single instrument. Any such instrument
may be based,insofar as it relates to legal,accounting or engineering matters,upon the opinion or cer-
tificate of counsel, consultants, accountants or engineers, unless the Authorized Officer (or Officers)
signing such Written Certificate or Request or Statement knows,or in the exercise of reasonable care
should have known,that the opinion or certificate with respect to the matters upon which such Writ-
ten Certificate or Request or Statement may be based,as aforesaid,is erroneous. The same Autho-
rized Officer(or Officers),or the same counsel,consultant,accountant or engineer,as the case may be,
need not certify to all of the matters required to be certified under any provision of the Resolution,
but different Authorized Officers,counsel,consultants,accountants or engineers may certify to differ-
ent facts,respectively. Every Written Certificate or Request or Statement of the City,and every cer-
tificate or opinion of counsel,consultant,accountants or engineers provided for herein shall include—
()) a statement that the person making such certificate, request, statement or opinion has
read the pertinent provisions of the Resolution to which such certificate, request,statement or
opinion relates;
(2) a brief statement as to the nature and scope of the examination or investigation upon
which the certificate,request,statement or opinion is based;
(3) a statement that,in the opinion of such person,he has made such examination or inves-
tigation as is necessary to enable him to express an informed opinion with respect to the subject
matter referred to in the instrument to which his signature is affixed;and
(4) with respect to any statement relating to compliance with any provision hereof,a state-
ment whether or not,in the opinion of such person,such provision has been complied with.
Year
"Year"means any period of twelve consecutive months.
Except where the context otherwise requires,words importing the singular number shall include
the plural number and vice versa, and words importing persons shall include firms, associations,
trusts,corporations or governments or agencies or political subdivisions thereof.
SECTION 1.02.Authority for the Resolution.The Resolution is adopted pursuant to the provisions of
the Act.
SECTION 1.03.Resolution to Constitute a Contract,Equal Security. In consideration of the acceptance
of the Bonds,the issuance of which is authorized hereunder,by those who shall hold the same from
time to time,the Resolution shall be deemed to be and shall constitute a contract between the City
and the Holders from time to time of the Bonds and the interest coupons appertaining thereto,and
the pledge made in the Resolution by the City and the covenants and agreements set forth in the Res-
olution to be performed by the City shall be for the equal and proprotionate benefit,security and pro-
tection of all Holders of the Bonds and such interest coupons,without preference,priority or distinc-
tion as to security or otherwise of any of the Bonds or interest coupons authorized hereunder over any
of the others by reason of time of issuance,sale or maturity thereof or otherwise for any cause what-
soever,except as expressly provided in or permitted by the Resolution.
9
•
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.01. Authorization of Bonds. Bonds designated as"Airport Revenue Bonds"are hereby
authorized to be issued by the City under the Resolution. The maximum principal amount of the
Bonds which may be issued hereunder is not limited;subject,however,to the right of the City,which
is hereby reserved,to limit or restrict the aggregate principal amount of the Bonds which may at any
time be issued or Outstanding hereunder. Bonds may be issued in such Series as from time to time
shall be established and authorized by the City.The Bonds may be issued in one or more Series pur-
suant to one or more Supplemental Resolutions.The designation of the Bonds shall include,in addi-
tion to the name"Airport Revenue Bonds",such further appropriate particular designation added to
or incorporated in such title for the Bonds of any particular Series as the City may determine.Each
Bond shall bear upon its face the designation so determined for the Series to which it belongs. Each
Bond shall recite in substance that it,including the interest thereon,is payable solely from the Reve-
nues and other funds of the City pledged for the payment thereof and that it does not constitute a
debt of the City within the meaning of any constitutional or statutory limitations or provisions.
SECTION 2.02.General Provisions for the Issuance of Bonds.
(a) Whenever the City shall determine to issue any Series of Bonds,the City shall adopt a Sup-
plemental Resolution which shall specify the following:
(1) The purpose for which such Series of Bonds is to be issued,which shall be either(i)the
purpose set forth in Section 2.03 or(ii)the purpose set forth in Section 2.04;
(2) The authorized principal amount and Series designation of such Series of Bonds;
(3) The date and the maturity date or dates of the Bonds of such Series,provided that(i)
each maturity date shall fall upon an interest payment date and(ii)all the Bonds of like maturi-
ty shall be identical in all respects,except as to denominations and number and except that they
may be in either coupon or registered form;
(4) The interest rate or rates of the Bonds of such Series,or the manner of determining such
rate or rates,and the interest payment dates therefor,provided that the interest payment dates
shall be semiannual and shall be identical for all Bonds of such Series;provided that the first such
interest payment date may be less than,but shall be not more than one year following the actual
date of authentication and delivery of such Bonds;
(5) The denomination or denominations of the coupon Bonds of such Series;
(6) The Paying Agent or Paying Agents and the place or places of payment of the principal
and Redemption Price or Prices,if any,of,and interest on,the coupon Bonds of such Series;
(7) The Redemption Price or Prices,if any,and subject to Article IV,the redemption terms,
if any,for the Bonds of such Series;
(8) The amount and due date of each Sinking Fund Installment,if any,for the Bonds of
such Series, provided that each Sinking Fund Installment due date shall fall upon an interest
payment date for such Bonds;
(9) The amount,if any,to be deposited from the proceeds of such Series of Bonds into the
Construction Fund to pay interest on such Series of Bonds estimated to fall due during the period
of construction of a Project and for not more than 12 months thereafter;
(10) The amount, if any, to be deposited as working capital amounts from any legally
available source into the Revenue Fund;
(11) The amount,if any,to be deposited from the proceeds of such Series of Bonds into the
Debt Service Reserve Account in the Principal and Interest Fund;
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(12) The amount,if any,to be deposited from any legally available source into the Renewal
and Replacement Fund;
(13) The forms of the Bonds of such Series,of the coupons to be attached to the coupon
Bonds of such Series and of the Trustee's certificate of authentication;and
• (14) The Supplemental Resolution with respect to the first Series of Bonds shall provide for
the appointment of the Trustee.
(b) All (but not less than all)of the Bonds of any Series shall be executed by the City for is-
suance under the Resolution and delivered to the Trustee and thereupon shall be authenticated by the
Trustee and by it delivered to the City or upon the Written Request of the City but only upon receipt
by the Trustee of the following documents or moneys or securities,all of such documents dated or cer-
tified,as the case may be,as of the date of such delivery by the Trustee(unless the Trustee shall ac-
cept any of such documents bearing a prior date):
(1) A certified copy of the Supplemental Resolution authorizing the issuance of the Bonds of
such Series;
(2) A Written Request of the City as to the delivery of the Bonds of such Series;
(3) A Written Certificate of the City setting forth(A)the Debt Service for each Fiscal Year
of the Bonds of such Series or(B)the Aggregate Debt Service for all Outstanding Bonds,includ-
ing such Series of Bonds being issued,for each Fiscal Year,whichever is applicable,and contain-
ing such additional statements as may be reasonably necessary to show compliance with the
requirements of the Resolution;
(4) The amounts, if any, necessary for deposit into the Construction Fund, the Revenue
Fund,the Debt Service Reserve Account in the Principal and Interest Fund and the Renewal and
Replacement Fund as required pursuant to Section 2.02(a), paragraphs(9), (10), (11)and(12);
and
(5) Such further documents,moneys and securities as are required by the provisions of Sec-
tion 2.03 or Section 2.04 or any Supplemental Resolution.
(c) After the original issuance of the Bonds of any Series,no Bonds of such Series shall be issued
except in lieu of or in substitution for other Bonds of such Series pursuant to Article III or Section
4.04 or Section 8.06.
SECTION 2.03. Special Provisions for the Issuance of Construction Bonds.
(a) One or more Series of Construction Bonds may be authenticated and delivered upon original
issuance from time to time in such principal amount for each such Series as may be determined by the
City for the purpose of paying or providing for the payment of all or a portion of the Cost of Con-
struction of a Project. Each such Series shall be in such principal amount which,when taken together
with funds previously used by the City for such Project,will provide the City with funds not in excess
of the estimated Cost of Construction of such Project,as set forth in the Airport Consultant's Cer-
tificate furnished pursuant to paragraph(1)of subsection(c)of this section.
(b) Each Supplemental Resolution authorizing the issuance of a Series of Construction Bonds
shall specify the Project for which the proceeds of such Series of Construction Bonds will be applied,
and shall provide a schedule of Principal Installments for such Series of Construction Bonds.
(c) Each Series of Construction Bonds shall be authenticated and delivered by the Trustee only
upon receipt by the Trustee(in addition to the documents required by Section 2.02 and the following
subsections of this section)of the following documents all dated as of the date of such delivery:
(1) An Airport Consultant's Certificate setting forth the then estimated date of completion
and the then estimated Cost of Construction of the Project being financed by such Series of
Bonds;
11
•
(2) A Written Certificate of the City to the effect that,upon the authentication and delivery
of the Bonds of such Series, the City will not be in default in the performance of any of the
covenants,conditions,agreements,terms or provisions of the Resolution or of any of the Bonds.
(d) Each Series of Construction Bonds shall be authenticated and delivered by the Trustee only
upon receipt by the Trustee(in addition to the documents required by Section 2.02 and subsection(c)
of this section) of the following documents, all dated as of the date of such delivery (unless the
Trustee shall accept any of such documents bearing a prior date):
(1) An Accountant's Certificate setting forth(A)for any period of 12 consecutive calendar
months within the 24 calendar months next preceding the authentication and delivery of such
Series of Bonds,the Net Revenues for such period,and(B)the Aggregate Debt Service during
the 12-month period so selected with respect to all Series of Bonds which were then Outstanding;
and showing that such Net Revenues for such period were at least equal to 1.25 times the Ag-
gregate Debt Service for such period with respect to such Bonds which were then Outstanding;
(2) An Airport Consultant's Certificate setting forth the Estimated Net Revenues(assuming
the completion of the Project on its then estimated date of completion)either:
(i) If the Supplemental Resolution authorizing the Series of Bonds being issued contains
the requirement referred to in subsection(h)of Section 5.03,for each of the two Fiscal Years
succeeding the latest estimated date of completion of the Project,or
(ii) If(i)shall not be the case,for the then current Fiscal Year and each succeeding Fis-
cal Year to and including the second Fiscal Year succeeding the latest estimated date of com-
pletion of the Project;and •
(3) A Written Certificate of the City showing the Aggregate Debt Service for each of the Fis-
cal Years set forth in the Airport Consultant's Certificate delivered pursuant to paragraph (2)
above and showing that the Estimated Net Revenues as shown in such Airport Consultant's Cer-
tificate for each of such Fiscal Years are not less than 1.25 times the Aggregate Debt Service for
each of such Fiscal Years with respect to all Series of Bonds to be Outstanding immediately after
the authentication and delivery of such Series of Construction Bonds being issued.
For the purposes of paragraph(1)of this subsection,in the event that the Debt Service Reserve
Account was not in its full required amount at any time during the period to be covered by the
Accountant's Certificate,but if,after the delivery of the Series of Construction Bonds for which the
Accountant's Certificate is to be delivered pursuant to paragraph(1)above,the full amount required
to be on deposit in the Debt Service Reserve Account will in fact be on deposit therein,then the Ac-
countant's Certificate so delivered pursuant to paragraph(1)of this subsection may take into account
in determining Net Revenues the amount of investment earnings on moneys in the Debt Service Re-
serve Account during the period covered by such Accountant's Certificate.
For the purposes of paragraph(2)of this subsection,in the event that there shall have been any
change in the rate at which the State of Utah imposes fuel taxes refunded to the City or any change in
the percentage of collected fuel taxes to be refunded to the City,the Airport Consultant's Certificate
delivered pursuant thereto shall adjust the Estimated Net Revenues for the then current Fiscal Year
and for each of the two succeeding Fiscal Years to give effect to such change.
Notwithstanding any other provision of the Resolution,the provisions of this subsection(d)shall
not apply to the first Series of Construction Bonds issued under the Resolution and shall not apply to
any Series of Construction Bonds all of the proceeds of which are to be applied to pay the Cost of
Construction of a Project necessary,as expressed in an Airport Consultant's Certificate delivered to
the Trustee,to keep the City Airports in good operating condition or to prevent a loss of Revenues
therefrom,or to comply with requirements of any governmental agency having jurisdiction over any
facilities of the City Airports.
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(e) The proceeds,including accrued interest,of the Construction Bonds of each Series shall be ap-
plied simultaneously with the delivery of such Bonds,as follows:
(1) There shall be deposited into the Construction Fund and into the Debt Service Reserve
Account in the Principal and Interest Fund,the amounts required by Section 2.02(a),paragraphs
(9)and(11);
(2) There shall be deposited in such other funds or accounts as may be established by the
Supplemental Resolution such amounts,if any,as may be provided in the Supplemental Resolu-
tion authorizing the issuance of such Series of Construction Bonds;and
(3) The remaining balance of the proceeds of such Series of Construction Bonds shall be
deposited in the Construction Fund.
(f) The following amounts shall be applied simultaneously with the delivery of such Bonds, to
the extent required by the Supplemental Resolution authorizing such Series of Construction Bonds,as
follows:
(1) There shall be deposited into the Revenue Fund from any legally available source such
amount,if any,for working capital purposes as shall be specified in the Supplemental Resolution
authorizing such Series of Construction Bonds;and
(2) There shall be deposited into the Renewal and Replacement Fund from any legally
available source such amount,if any,as shall be specified in the Supplemental Resolution autho-
rizing such Series of Constuction Bonds;provided,however,that at the time of the issuance of
the initial Series of Construction Bonds there shall be deposited into the Renewal and Re-
placement Fund from any legally available source such amount as shall be specified in an Engi-
neer's Certificate filed with the Trustee prior to the delivery of such Series of Construction Bonds
and which shall also specify the estimated net cost(i.e.,after deducting any Grant Aid estimated
to be received)to the City,in excess of the Capital Amount,of repairs and replacements,required
for the City Airports in the current Fiscal Year and in the four next succeeding Fiscal Years,that
are contemplated to be paid from the Renewal and Replacement Fund,which shall be an amount
at least sufficient to ensure that the approximately equal monthly deposits into the Renewal and
Replacement Fund for the remainder of the Fiscal Year in which the initial Series of Construc-
tion Bonds are delivered,which shall be specified therein,together with the amount to be so de-
posited into the Renewal and Replacement Fund at the time of the delivery of the initial Series of
Construction Bonds, will be at least equal to the amount required to be deposited into the Re-
newal and Replacement Fund in the Fiscal Year in which the initial Series of Construction Bonds
are delivered,but in any event at the discretion of the City and as specified in the Supplemental
Resolution need not exceed$300,000.
SECTION 2.04. Special Provisions for the Issuance of Refunding Bonds.
(a) One or more Series of Refunding Bonds may be issued in such principal amount which,when
taken together with funds otherwise provided by the City and available therefor,will provide the City
with funds which will be sufficient for the purpose of refunding all or a part of the Outstanding Bonds
of one or more Series;including in each case the payment of all expenses in connection with such
refunding.
(b) Each Supplemental Resolution authorizing the issuance of a Series of Refunding Bonds shall
specify the Bonds or borrowing to be refunded.
(c) Each Series of Refunding Bonds shall be authenticated and delivered by the Trustee only
upon receipt by the Trustee(in addition to the documents required by Section 2.02)of the following
documents or moneys or securities,all of such documents dated as of the date of such delivery:
(1) A Written Certificate of the City setting forth the Aggregate Debt Service for each Fiscal
Year to and including the Fiscal Year next preceding the date of the latest maturity of any
Bonds of any Series to be refunded or the Series of Bonds to be authenticated,whichever is later,
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(i)with respect to the Bonds of each Series of Bonds to be refunded and(ii)with respect to the
Series of Bonds to be authenticated and delivered,and stating that the Aggregate Debt Service
for each such Fiscal Year set forth pursuant to(ii)of this paragraph is no greater than the Ag-
gregate Debt Service for each such Fiscal Year set forth pursuant to(i)of this paragraph,and
containing such additional statements as may be reasonably necessary to show compliance with
the requirements of the Resolution;
(2) Irrevocable instructions to the Trustee,satisfactory to it,to give due notice of redemp-
tion of all the Bonds to be refunded on the redemption date or dates specified in such instructions;
(3) If the Bonds to be refunded are not by their terms subject to redemption within the next
succeeding 60 days, irrevocable instructions to the Trustee, satisfactory to it, to make due
publication of the notice provided for in Section 11.01 to the Holders of the Bonds and coupons
being refunded;
(4) Either(i)moneys in an amount sufficient to effect payment at the applicable Redemption
Price of the Bonds to be refunded, together with accrued interest on such Bonds to the
redemption date,which moneys shall be held by the Trustee or any one or more of the Paying
Agents in a separate account irrevocably in trust for and assigned to the respective Holders of the
Bonds to be refunded,or(ii)Investment Securities in such principal amounts,of such maturities,
bearing such interest, and otherwise having such terms and qualifications and any moneys, as
shall be necessary to comply with the provisions of subsection (b) of Section 11.01, which
Investment Securities and moneys shall be held in trust and used only as provided in said
subsection(b).
(d) A Series of Refunding Bonds may be combined with a Series of Construction Bonds.
ARTICLE III
TERMS AND PROVISIONS OF BONDS
SECTION 3.01. Terms of Bonds.
(a) Both the principal and Redemption Price of and interest on the Bonds shall be payable in
lawful money of the United States of America at the principal corporate trust office of the Trustee as
specified in the Supplemental Resolution authorizing the issuance of the first Series of Bonds. In the
case of coupon Bonds of each Series,both such principal and Redemption Price and interest shall also
be payable,at the option of the Holder thereof,at the principal office of any Paying Agent specified in
the Supplemental Resolution authorizing the issuance of such Series of Bonds. Payment of interest on
any fully registered Bond shall be made to the registered owner thereof and shall be paid by check or
draft mailed to the registered owner thereof at his address as it appears on the registration books of
the Trustee or at such other address as is furnished to the Trustee in writing by such registered
owner.
(b) The Bonds of any Series may be issued as coupon Bonds in such denominations as may be
authorized by the Supplemental Resolution authorizing the issuance of the Bonds of such Series,
registrable as to principal only,or in fully registered form without coupons in denominations of any
then authorized denomination of coupon Bonds of such Series or any integral multiple thereof. The
coupon Bonds of any Series shall be numbered in consecutive numerical order from lower to higher in
the order of their respective maturities. The interest coupons attached thereto shall be numbered in
consecutive numerical order from 1 upwards in the order of their respective maturities.
(c) The fully registered Bonds shall be dated as of the date of the coupon Bonds of the same
Series. Each fully registered Bond of any Series shall bear interest from the interest payment date
next preceding the date of registration and authentication thereof unless it is registered as of an
14
interest payment date, in which event it shall bear interest from the date thereof, or unless it is
registered prior to the first interest payment date,in which event it shall bear interest from its date,or
unless,as shown by the records of the Trustee,interest on the Bonds of such Series shall be in default,
in which event it shall bear interest from the date to which interest has been paid in full.
(d) The Bonds of each Series may contain or have endorsed thereon such provisions, specifica-
tions and descriptive words not inconsistent with the provisions of the Resolution as may be necessary
or desirable to comply with the Act,custom,the rules of any securities exchange or commission or
brokerage board, or otherwise, as may be determined by the City prior to the authentication and
delivery thereof.
(e) From and after the issuance of the Bonds of any Series,the findings and determinations of
the Board respecting that Series shall be conclusive evidence of the existence of the facts so found and
determined in any action or proceeding in any court in which the validity of such Bonds is at issue,
and no bona fide purchaser of any such Bonds shall be required to see to the existence of any fact or
to the performance of any condition or to the taking of any proceeding required prior to such issu-
ance,or to the application of the purchase price paid for such Bonds. The validity of the issuance of
any Series of the Bonds shall not be dependent on or affected in any way by(i)any proceedings taken
by the City for the planning,acquisition or construction of a Project,or(ii)any contracts made by
the City in connection therewith, or (iii) the failure to complete the planning, acquisition or
construction of a Project. The recital contained in the Bonds that the same are issued pursuant to the
Act shall be conclusive evidence of their validity and of the regularity of their issuance and all the
Bonds shall be incontestable from and after their issuance. Bonds shall be deemed to be issued,within
the meaning of the Resolution,whenever the definitive Bonds,or any temporary Bonds exchangeable
therefor,have been delivered to the purchasers thereof,and the purchase price thereof received,or in
the case of Bonds to be refunded through exchange,whenever such exchange has been made.
SECTION 3.02. Execution of Bonds.
(a) The Bonds shall be signed on behalf of the City by the manual or facsimile signature of its
Mayor and attested by the manual or facsimile signature of its City Recorder,and its seal shall be
thereunto affixed by its City Recorder, which may be by a facsimile of the City's seal which is
imprinted upon the Bonds. The Bonds shall then be delivered to the Trustee for authentication by it.
In case any officer who shall have signed or attested any of the Bonds shall cease to be such officer
before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or
issued by the City,such Bonds may nevertheless be authenticated, delivered and issued and, upon
such authentication,delivery and issuance,shall be as binding upon the City as though such person
who signed or attested the same had continued to be such officer of the City. Also,any Bond may be
signed or attested on behalf of the City by any person who on the actual date of the execution of such
Bond shall be the proper officer of the City, although on the nominal date of such Bond any such
person shall not have been such officer of the City.
(b) Only such of the Bonds as shall bear thereon a certificate of authentication,executed by the
Trustee,shall be valid or obligatory for any purpose or entitled to the benefits of the Resolution,and
such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been
duly authenticated and delivered under,and are entitled to the benefits of,the Resolution and that
the Holder thereof is entitled to the benefits of the Resolution.
(c) The coupons to be annexed to the Bonds shall bear the facsimile signatures of the Mayor and
City Recorder,and the City may use for that purpose the facsimile signatures of such persons who
shall have been such officers,notwithstanding the fact that such person may have ceased to be such at
the time when any of the Bonds shall be authenticated,delivered or issued.
(d) The Trustee shall,prior to the authentication and delivery by it of each coupon Bond,detach
and cancel all coupons thereto appertaining then matured and shall deliver the same to or upon the
order of the City.
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SECTION 3.03. Transfer of Coupon Bonds. All coupon Bonds shall be negotiable and transferable by
delivery,unless registered as to principal in the manner provided in Section 3.04. The City,the Trus-
tee and any Paying Agent may treat the bearer of any coupon Bond which shall not at the time be
registered as to principal,whether or not such Bond shall be overdue,and the hearer of any coupon,
whether or not such coupon shall be overdue,as the absolute owner of such Bond or coupon for the
purpose of receiving payment thereof and for all other purposes whatsoever,and the City,the Trustee
and any Paying Agent shall not be affected by any notice to the contrary.
SECTION 3.04. Registration of Coupon Bonds.
(a) Upon presentation of any coupon Bond at the principal corporate trust office of the Trustee
for such purpose by the Holder thereof, the Trustee will register or cause to be registered, on the
books required to be kept pursuant to Section 3.07,in the name of such Holder or his nominee,the
ownership of the principal of such Bond,such registration being noted on the Bond. After such regis-
tration and notation,no transfer of any such Bond registered otherwise than as to bearer shall be
valid,unless made on said books at the request of the registered owner or by his duly authorized at-
torney and similarly noted on the Bond;but such Bond may be discharged from registration by being
in like manner transferred to bearer,and thereupon negotiability and transferability by delivery shall
be restored;and such Bond may again and from time to time be registered or transferred to bearer,as
before. Such registration,however,shall not affect the negotiability of the coupons,but every such
coupon shall continue to be negotiable and transferable by delivery merely and shall remain payable
to bearer,and payment thereof to bearer shall fully discharge the City and the Trustee and any Pay-
ing Agent in respect of the interest therein mentioned,_whether or not the Bond therein mentioned be
at the time registered as to principal.
(b) All transfers,registrations and discharges from registration of coupon Bonds shall be made
under such reasonable regulations as the City or the Trustee may prescribe and shall be without ex-
pense to the Holder of the Bonds;except that any taxes or other governmental charges required to be
paid with respect to the same shall be paid by such Holder requesting such transfer,registration or
discharge from registration as a condition precedent to the exercise of such privilege.
(c) As to any coupon Bond registered as to principal,the person in whose name the same shall be
registered shall be deemed the owner thereof for all purposes of the Resolution,and payment of or on
account of the principal of such Bond shall be made only to or upon the order in writing of such regis-
tered owner,but such registration may be changed as hereinbefore provided. All such payments shall
be valid and effectual to satisfy and discharge liability upon such Bond to the extent of the sum or
sums so paid.
SECTION 3.05. Transfer of Fully Registered Bonds.
(a) Any fully registered Bond may,in accordance with its terms,be transferred,upon the books
required to be kept pursuant to the provisions of Section 3.07,by the person in whose name it is regis-
tered,in person or by his duly authorized attorney,upon surrender of such fully registered Bond for
cancellation,accompanied by delivery of a written instrument of transfer in a form approved by the
Trustee,duly executed.
(b) Whenever any Bond shall be issued under the Resolution as a fully registered Bond,there
shall be reserved by the City unissued an aggregate principal amount of coupon Bonds,of the same
Series and maturity and of the then authorized denominations,equal to the principal amount of such
registered Bond.
(c) Whenever any fully registered Bond or Bonds shall be surrendered for transfer,the Trustee
shall authenticate and deliver a new fully registered Bond or Bonds duly executed by the City, for
16
like aggregate principal amount. The Trustee shall require the payment by the Bondholder request-
ing such transfer of any tax or other governmental charge required to be paid with respect to such
transfer.
(d) The City shall not be required(i)to issue,register the transfer of or exchange any Bond dur-
ing a period beginning at the opening of business 15 days before the day of the publication of a notice
of redemption of Bonds selected for redemption under Article IV and ending at the close of business
on the day of such publication,or(ii)to register the transfer of or exchange any Bond so selected for
redemption in whole or in part,except the unredeemed portion of Bonds being redeemed in part.
SECTION 3.06. Exchange of Bonds. Fully registered Bonds may be exchanged at the principal cor-
porate trust office of the Trustee for a like aggregate principal amount of coupon Bonds of the same
Series and maturity(or for a like aggregate principal amount of fully registered Bonds of the same
Series and maturity of other authorized denominations),and coupon Bonds may be exchanged at said
office of the Trustee for a like aggregate principal amount of fully registered Bonds of the same Series
and maturity of authorized denominations. All coupon Bonds surrendered for exchange and delivered
in exchange shall have attached thereto all unmatured coupons appertaining thereto(together with
any matured coupons in default appertaining thereto). All coupon Bonds surrendered for exchange
shall be retained in safekeeping by the Trustee until such Bonds are needed for a later exchange. The
Trustee shall require the payment by the Bondholder requesting such exchange of any tax or other
governmental charge required to be paid with respect to such exchange. No such exchange shall be
required to be made during the 15 days preceding each interest payment date.
SECTION 3.07. Bond Registration Books. The Trustee will keep or cause to be kept,at its principal
corporate trust office,sufficient books for the registration and transfer of the Bonds,which shall at all
times be open to inspection by the City;and,upon presentation for such purpose,the Trustee shall,
under such reasonable regulations as it may prescribe,register or transfer or cause to be registered or
transferred,on said books,Bonds as hereinbefore provided.
SECTION 3.08. Temporary Bonds. Any Series of Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed,
lithographed or typewritten,shall be of such denominations as may be determined by the City,shall
be without coupons and may contain such reference to any of the provisions of the Resolution as may
be appropriate. Every temporary Bond shall be executed by the City and be authenticated by the
Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the
City issues temporary Bonds it will execute and furnish definitive Bonds without delay,and there-
upon the temporary Bonds may be surrendered,for cancellation,in exchange therefor at the principal
corporate trust office of the Trustee,and the Trustee shall authenticate and deliver in exchange for
such temporary Bonds an equal aggregate principal amount of definitive coupon Bonds or definitive
fully registered Bonds of authorized denominations, of the same Series and maturity or maturities.
Until so exchanged,the temporary Bonds shall be entitled to the same benefits under the Resolution
as definitive Bonds authenticated and delivered under the Resolution.
SECTION 3.09. Bonds Mutilated,Lost,Destroyed or Stolen. If any Bond shall become mutilated,the
City,at the expense of the Holder of such Bond,shall execute,and the Trustee shall thereupon authen-
ticate and deliver,a new Bond of like tenor and number(having annexed appropriate coupons corre-
sponding to those,if any,annexed to the mutilated Bond)in exchange and substitution for the Bond
so mutilated,but only upon surrender to the Trustee of the Bond so mutilated together with any un-
paid coupons thereto appertaining. Every mutilated Bond so surrendered to the Trustee shall be can-
celed by it and delivered to,or upon the order of,the City. If any Bond or coupon issued hereunder
shall be lost,destroyed or stolen,evidence of such loss,destruction or theft may be submitted to the
City and the Trustee and,if such evidence be satisfactory to both and indemnity as required by the
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Act and satisfactory to the Trustee shall be given,the City,at the expense of the owner,shall execute,
and the Trustee shall thereupon authenticate and deliver, a new Bond or coupon of like tenor and
number(having annexed,in the case of a Bond,appropriate coupons corresponding to those,if any,
annexed to the lost,destroyed or stolen Bond)in lieu of and in substitution for the Bond or coupon so
lost,destroyed or stolen(or if any such Bond or coupon shall have matured or shall be about to ma-
ture,instead of issuing a substitute Bond or coupon the Trustee may pay the same without surrender
thereof). Any Bond or coupon issued under the provisions of this section in lieu of any Bond or
coupon alleged to be lost,destroyed or stolen shall constitute an additional contractual obligation of
the City,and shall be equally and proportionately entitled to the benefits of the Resolution with all
other Bonds and coupons of the same Series secured by the Resolution. Neither the City nor the
Trustee shall be required to treat both the original Bond and any duplicate Bond as being Outstand-
ing for the purpose of determining the principal amount of Bonds which may be issued hereunder or
for the purpose of determining any percentage of Bonds Outstanding hereunder,but both the original
and duplicate Bond shall be treated as one and the same.
ARTICLE IV
REDEMPTION OF BONDS
SECTION 4.01. Privilege of Redemption of Bonds. Any Series of Bonds subject to redemption prior to
maturity pursuant to a Supplemental Resolution shall be redeemable, upon notice being given as
provided in this article,at such times,at such Redemption Prices and upon such terms(in addition to
and consistent with the terms contained in this article)as may be specified in the Supplemental Res-
olution authorizing the issuance of the Bonds of such Series.
SECTION 4.02. Selection of Bonds for Redemption. If less than all of the Bonds of any Series are
called for redemption and if the Bonds of such Series shall mature on more than one date,the Bonds
of such Series shall be redeemed from the Outstanding Bonds of such Series in inverse order of matu-
rities,unless otherwise provided in the Supplemental Resolution relating to such Series of Bonds. If
less than all of the Bonds of any Series maturing on any single date are called for redemption, the
Trustee shall select the Bonds to be redeemed,from the Outstanding Bonds of such Series maturing
on that date not previously called for redemption,in such manner as in the Trustee's sole discretion it
shall deem appropriate and fair. The Trustee shall promptly notify the City in writing of the Bonds
or portions thereof selected for redemption.
SECTION 4.03. Notice of Redemption.
(a) Notice of redemption(except as provided below)shall be given by publication at least once
prior to the redemption date in a Financial Newpaper or Journal of general circulation in New York,
New York,and in the same or a similar Financial Newspaper or Journal of general circulation in San
Francisco,California,and in the same or a similar Financial Newspaper or Journal of general circula-
tion in Chicago,Illinois,each such publication to be not less than thirty nor more than forty-five days
before such redemption date,and shall be sent by registered mail to the member whose name appears
first in the underwriting syndicate purchasing the Series of Bonds from which any Bond is to be
redeemed. If any Bond called for redemption is registered as to principal or is fully registered,notice
of redemption thereof shall also be mailed,not less than thirty nor more than forty-five days prior to
the redemption date,to the registered owner of such Bond,but neither failure to mail such notice nor
any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of
any of the Bonds. Each notice of redemption shall state the redemption date,the place of redemption,
the source of the funds to be used for such redemption,the principal amount and,if less than all,the
distinctive numbers of the Bonds to be redeemed,and shall also state that the interest on the Bonds
in such notice designated for redemption shall cease to accrue from and after such redemption date
and that on said date there will become due and payable on each of said Bonds the Redemption Price
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thereof and interest accrued thereon to the redemption date. If at the time of giving notice of redemp-
tion no Bonds are Outstanding except Bonds registered as to principal or fully registered Bonds,pub-
lication of such notice shall be deemed to have been waived if such notice shall have been mailed to
each registered owner of such Bonds at his address as it appears on the bond registration books of the
Trustee or at such address as he may have filed with the Trustee for that purpose.
•
(b) Notice of redemption shall be given by the Trustee for and on behalf and at the expense of
the City,at the Written Request of the City(which request shall be given to the Trustee at least sixty
days prior to the date fixed for redemption),or in accordance with the provisions of subsection(b)of
Section 5.06 hereof. The City shall deposit with, or otherwise make available to, the Trustee the
money required for payment of the Redemption Price of and the accrued interest to the redemption
date on all Bonds then to be called for redemption at least five days before the date fixed for such
redemption.
SEcrioN 4.04. Partial Redemption of Registered Bonds. Upon surrender of any registered Bond
redeemed in part only,the City shall only execute and the Trustee shall authenticate and deliver to
the registered owner thereof,at the expense of the City,a new Bond or Bonds of the same Series and
maturity and of authorized denominations equal in aggregate principal amount to the unredeemed
portion of the Bond surrendered,which new Bond or Bonds may be,at the option of the registered
owner,either a coupon Bond or Bonds with all unmatured coupons appertaining thereto or a regis-
tered Bond or Bonds.
SECTION 4.05. Effect of Redemption. If notice of redemption has been duly given as aforesaid,and
moneys for payment of the Redemption Price,together with interest to the redemption date on the
Bonds so called for redemption,is held by the Trustee,then such Bonds shall,on the redemption date
designated in such notice,become due and payable at the Redemption Price specified in such notice
and interest accrued thereon to the redemption date;and from and after the date so designated inter-
est on the Bonds so called for redemption shall cease to accrue, the coupons for interest thereon
maturing subsequent to the redemption date shall be void and Holders of such Bonds shall have no
rights in respect thereof except to receive payment of the Redemption Price thereof and interest
accrued thereon to the redemption date. All unpaid interest installments represented by coupons
which shall have matured on or prior to the date of redemption designated in such notice shall
continue to be payable to the bearers severally and respectively upon the presentation and surrender
of such coupons.
SECTION 4.06. Disposition of Redeemed Bonds. All Bonds redeemed in whole or in part pursuant to
the provisions of this article and the appurtenant coupons,if any,shall be canceled by the Trustee
and shall thereafter be delivered to,or upon the order of,the City.
ARTICLE V
PLEDGE OF REVENUES; ESTABLISHMENT OF
FUNDS AND APPLICATION THEREOF
SECTION 5.01. The Pledge Effected by the Resolution. The Bonds are special obligations of the City
payable from and secured by the Revenues and funds pledged therefor. There are hereby pledged for
the payment of the principal and Redemption Price of,and interest on,the Bonds in accordance with
their terms and the provisions of the Resolution, subject only to the provisions of the Resolution
permitting the application thereof for the purposes and on the terms and conditions set forth in the
Resolution,(i)the proceeds of sale of the Bonds,(ii)the Revenues,and(iii)all Funds(other than the
Renewal and Replacement Fund) established by the Resolution, including the investments, if any,
thereof.
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SECTION 5.02. Establishment of Funds. The following Funds are hereby established:
(1) Construction Fund,to be held by the Trustee,
(2) Revenue Fund,to be held by the Trustee,
(3) Principal and Interest Fund, to be held by the Trustee, consisting of a Bond Service
Account and a Debt Service Reserve Account,
(4) Renewal and Replacement Fund,to be held by the City,and
(5) Surplus Fund,to be held by the City.
SECTION 5.03. Construction Fund.
(a) There shall be paid into the Construction Fund the amounts required to be so paid by the
provisions of the Resolution or any Supplemental Resolution.
(b) The Trustee shall establish within the Construction Fund a separate Project Account for
each Project.
(c) The proceeds of insurance maintained in connection with a Project during the period of con-
struction of such Project against physical loss of or damage to properties of the City Airports,or of
contractors'performance bonds with respect thereto,pertaining to the period of construction thereof,
shall be paid into the appropriate Project Account in the Construction Fund.
(d) Amounts in each Project Account established for a Project shall be applied to pay the Cost of
Construction of the Project and,to the extent available,shall be transferred from the Project Account
and deposited into the Bond Service Account, to pay interest on the Bonds as the same comes due
prior to the date of completion of the Project.
(e) Before any payment is made from any Project Account by the Trustee(except for transfers
into the Bond Service Account to pay interest on the Bonds as contemplated in(d)above),the City
shall file with the Trustee a Written Request of the City,showing with respect to each payment to be
made,the name of the person to whom payment is due and the amount to be paid,and stating that
the obligation to be paid was incurred and is a proper charge against the Project Account. Each such
Written Request shall be sufficient evidence to the Trustee:
(A) that obligations in the stated amounts have been incurred by the City and that each
item thereof is a proper charge against the Project Account;and
(B) that there has not been filed with or served upon the City notice of any lien,right to lien
or attachment upon,or claim affecting the right to receive payment of,any of the moneys pay-
able to any of the persons named in such Written Request which has not been released or will not
be released simultaneously with the payment of such obligation, other than materialmen's or
mechanics'liens accruing by mere operation of law.
Upon receipt of each such Written Request,the Trustee shall pay the amounts set forth therein
as directed by the terms thereof.
(f) The City shall maintain on file with the Trustee a schedule of dates on which it is estimated
by the City that money in each Project Account will be expended and the amounts estimated to be
required on those dates. The City may revise such schedule at any time to reflect changes in the es-
timated date and amounts. Amounts in the Construction Fund shall be invested and reinvested by
the Trustee to the fullest extent practicable in Investment Securities maturing in such amounts and at
such times as may be necessary to provide funds when needed to pay the Cost of Construction of each
Project or such other purpose to which such moneys are applicable;provided,however,that the Trustee
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shall make such investments only in accordance with instructions received from an Authorized Officer
of the City. The Trustee may,and to the extent required for payments from the Construction Fund
shall, sell any such Investment Securities at any time, and the proceeds of such sale, and of all
payments at maturity and upon redemption of such investments, shall be held in the applicable
Project Account in the Construction Fund. In lieu of such investments, any of the moneys in the
Construction Fund may,if then permitted by law,be invested at the direction of the City in negotia-
ble or non-negotiable certificates of deposit issued by any bank,trust company or national banking
association(including the Trustee). Such certificates of deposit shall be purchased directly from such
a bank, trust company or national banking association(including the Trustee). Such certificates of
deposit shall have a maturity of not exceeding the time within which the funds invested therein are to
be available to make the payments to which such moneys are to be applied,and shall be continuously
secured by direct obligations of or obligations guaranteed by the United States of America which shall
have a market value(exclusive of accrued interest)at all times at least equal to the principal amount
of such certificates of deposit and shall be lodged with the Trustee,as custodian,by the bank,trust
company or national banking association issuing such certificates of deposit; provided, however, that
any such funds may be invested without any such security in certificates of deposit issued by any
bank, trust company or national banking association having a capital stock, undivided profits and
surplus of more than$10,000,000,and provided further,however,that the amount of Construction Fund
moneys invested at any one time in certificates of deposit issued by any one bank,trust company or
national banking association shall not exceed twenty per cent(20%)of the capital stock,undivided
profits and surplus of such bank, trust company or national banking association. The bank, trust
company or national banking association issuing each such certificate of deposit required to be secured
as provided above shall furnish the Trustee with an undertaking satisfactory to it that the aggregate
market value of all such obligations securing each such certificate of deposit will at all times be an
amount equal to the principal amount of each such certificate of deposit. The Trustee shall be enti-
tled to rely on each such undertaking. The Trustee shall not be liable for any loss or depreciation in
value resulting from any investment made pursuant to this subsection.
(g) All interest earned on any moneys or investments in the Project Account established in the
Construction Fund for a Project shall be held in such Project Account for the purposes thereof.
• (h) The Supplemental Resolution authorizing the issuance of any Series of Construction Bonds
for any Project may require the City to deposit into the appropriate Project Account in the Construc-
tion Fund:
(a) funds from the proceeds of the sale of the initial Series of Construction Bonds for the
Project sufficient to pay when due all or a portion of the interest on such Bonds accrued and to
accrue to the date set forth in the Airport Consultant's Certificate delivered with respect to such
Series pursuant to Section 2.03(c),paragraph(I),plus not to exceed 12 months;or
(b) funds from the proceeds of the sale of any additional Series of Construction Bonds issued
for such Project sufficient to pay when due all or a portion of the interest on such additional Se-
ries of Bonds accrued and to accrue to the date set forth in the Airport Consultant's Certificate
delivered with respect to such Series pursuant to Section 2.03(c),paragraph(1),plus not to exceed
12 months.
(i) The substantial completion of construction of each Project shall be evidenced by an Engi-
neer's Certificate,which shall be filed with the Trustee stating(i)that such Project has been completed
substantially in accordance with the plans and specifications applicable thereto,(ii)the date of such
substantial completion and(iii)the amounts,if any,required in the opinion of the signer or signers for
the payment of any remaining part of the Cost of Construction of such Project. Upon the filing of
such Certificate,the balance in the Project Account in the Construction Fund in excess of the amount,
if any,stated in such Certificate shall be used to purchase Bonds as provided in Section 5.10. If,sub-
sequent to the filing of such Certificate,a supplemental Engineer's Certificate is filed with the Trustee
21
•
stating that the balance of the money remaining in the Construction Fund is no longer needed to pay
Costs of Construction of such Project the balance in the Project Account in the Construction Fund
shall be used to purchase Bonds as provided in Section 5.10.
SECTION 5.04. Revenues and Revenue Fund;Payment of Operation and Maintenance Costs.
(a) All Revenues shall be promptly deposited by the City to the credit of the Revenue Fund,ex-
cept that pursuant to an escrow account approved by the United States Secretary of the Treasury,the
proceeds of any interest subsidy with respect to the Bonds received from the United States Govern-
ment may be deposited directly into the Principal and Interest Fund for credit to the Bond Service
Account. The Operation and Maintenance Costs shall be paid from time to time as they become due
and payable as a first charge on the Revenue Fund.
(b) The City shall, so long as any of the Bonds are Outstanding,at all times maintain on file
with the Trustee an Airport Consultant's Certificate setting forth the amount of working capital rea-
sonably required for efficient operation and maintenance of the City Airports,which amount shall be
not less than an amount reasonably estimated to pay the Operation and Maintenance Costs of the
City Airports for three (3) calendar months. The Airport Consultant's Certificate may be revised
from time to time as deemed necessary or desirable by the City or the Airport Consultant.
(c) Before any payment or transfer is made from the Revenue Fund by the Trustee, the City
shall file with the Trustee a Written Request showing,with respect to each payment to be made,the
name of the person to whom payment is due or the Fund to which money is to be transferred and the
amount to be paid or transferred and stating that the obligation to be paid was incurred and is a
proper charge against the Revenue Fund or that the transfer is to be made pursuant to the provisions
of the Resolution. Each such Written Request shall be sufficient evidence to the Trustee that obliga-
tions in the stated amounts have been incurred by the City or that the transfer is proper and that
each item thereof is a proper charge against the Revenue Fund. Upon receipt of each such Written
Request, the Trustee shall pay or transfer the amounts set forth therein as directed by the terms
thereof.
SECTION 5.05. Payments Into Certain Funds.
(a) After the payment of the Operation and Maintenance Costs for each month,but in any case
prior to the end of such month,the Trustee shall transfer from the Revenue Fund and deposit,to the
extent of moneys available therein, in the following Funds in the following order the amounts set
forth below:
(1) In the Principal and Interest Fund (i) for credit to the Bond Service Account, the
amount,if any,required so that the balance in such Account shall equal the Accrued Aggregate
Debt Service;provided that,moneys shall be transferred from the appropriate Project Account in
the Construction Fund and deposited into the Bond Service Account whenever and to the extent
that there are moneys in the appropriate Project Account in the Construction Fund for that pur-
pose,in an amount sufficient to equal the Accrued Aggregate Debt Service;and(ii)for credit to
the Debt Service Reserve Account,if the Debt Service Reserve Account is not in the full required
amount,such amount as shall be necessary so that any deficit in the Debt Service Reserve Ac-
count shall be funded in not to exceed 00 approximately equal monthly installments, so as to
maintain in the Debt Service Reserve Account an amount equal to the Average Aggregate Debt
Service on all Outstanding Bonds;
(2) In the Renewal and Replacement Fund an amount equal to not less than one-twelfth
(1/12th)of the amount required to be deposited in the Renewal and Replacement Fund in each
Fiscal Year pursuant to paragraph(2)of subsection (c) of Section 5.08(or such other amount
during the Fiscal Year in which the initial Series of Construction Bonds are delivered as provided
in paragraph(1)of subsection(c)of Section 5.08);and
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(3) Upon the filing of a Written Request of the City with the Trustee,in the Surplus Fund,
from the remaining balance,if any,of moneys in the Revenue Fund in excess of the total of(i)
the amount estimated to be required as working capital pursuant to the provisions of subsection
(b)of Section 5.04,(ii)the amount required to be deposited into the Principal and Interest Fund
in the next succeeding month,and(iii)the amount required to be deposited into the Renewal and
Replacement Fund in the next succeeding month,the amount specified in such Request to be so
transferred and deposited;
provided,however,that so long as there shall be held in the Principal and Interest Fund an amount
sufficient to pay in full all Outstanding Bonds in accordance with their terms(including principal or
applicable sinking fund Redemption Price and interest thereon),no deposits shall be required to be
made into the Principal and Interest Fund.
SECTION 5.06. Principal and Interest Fund—Bond Service Account.
(a) The Trustee shall pay out of the Bond Service Account to the respective Paying Agents(i)on
or before each interest payment date for any of the Bonds,the amount required for the interest pay-
able on such date;(ii)on or before each Principal Installment due date,the amount required for the
Principal Installment payable on such due date; and(iii)on or before any redemption date for the
Bonds, the amount required for the payment of interest on the Bonds then to be redeemed. Such
amounts shall be applied by the Paying Agents on and after the due dates thereof. The Trustee shall
also pay out of the Bond Service Account the accrued interest included in the purchase price of Bonds
purchased for retirement.
(b) Amounts accumulated in the Bond Service Account with respect to any Sinking Fund Install-
ment(together with amounts accumulated therein with respect to interest on the Bonds for which
such Sinking Fund Installment was established)shall,if so directed by the City in a Written Request,
on or prior to the 60th day preceding the due date of such Sinking Fund Installment,be applied by
the Trustee to(i)the purchase of Bonds of the Series and maturity for which such Sinking Fund In-
stallment was established, or(ii) the redemption at the applicable sinking fund Redemption Price,
pursuant to Article IV,of such Bonds,if then redeemable by their terms. All purchases of any Bonds
pursuant to this subsection (b) shall be made at prices not exceeding the applicable sinking fund
Redemption Price of such Bonds plus accrued interest, and such purchases shall be made in such
manner as the City shall direct the Trustee. The applicable sinking fund Redemption Price(or prin-
cipal amount of maturing Bonds)of any Bonds so purchased or redeemed shall be deemed to consti-
tute part of the Bond Service Account until such Sinking Fund Installment date,for the purpose of
calculating the amount of such Account. As soon as practicable after the 60th day preceding the due
date of any such Sinking Fund Installment,the Trustee shall proceed to call for redemption,by giving
notice as provided in Section 4.03,on such due date Bonds of the Series and maturity for which such
Sinking Fund Installment was established(except in the case of Bonds maturing on a Sinking Fund
Installment date)in such amount as shall be necessary to complete the retirement of the unsatisfied
balance of such Sinking Fund Installment. The Trustee shall pay out of the Bond Service Account to
the appropriate Paying Agents, on or before such redemption date(or maturity date), the amount
required for the redemption of the Bonds so called for redemption(or for the payment of such Bonds
then maturing), and such amount shall be applied by such Paying Agents to such redemption (or
payment). All expenses in connection with the purchase or redemption of Bonds shall be paid by the
City as an Operation and Maintenance Cost.
SECTION 5.07. Principal and Interest Fund—Debt Service Reserve Account.
(a) If on the final day of any month the amount in the Bond Service Account shall be less than
the amount required to be in the Bond Service Account pursuant to paragraph(1)of subsection(a)of
Section 5.05,the Trustee shall apply amounts from the Debt Service Reserve Account to the extent
necessary to make good the deficiency.
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e depositin the Debt Service Reserve Account,includinginvestment
(b) Whenever the moneys on
earnings, shall exceed the Average Aggregate Debt Service on all Outstanding Bonds, such excess
shall be transferred by the Trustee and deposited into the Revenue Fund.
(c) Whenever the amount in the Debt Service Reserve Account,together with the amount in the
Bond Service Account, is sufficient to pay in full all Outstanding Bonds in accordance with their
terms (including principal or applicable sinking fund Redemption Price and interest thereon), the
funds on deposit in the Debt Service Reserve Account shall be transferred to the Bond Service Ac-
count and no deposits shall be required to be made into the Debt Service Reserve Account.
SECTION 5.08. Renewal and Replacement Fund.
(a) There is hereby established the Renewal and Replacement Fund. The amounts in the Re-
newal and Replacement Fund from time to time shall be applied as may be necessary upon Written
Requests of the City signed by the Airport Director to pay the net cost (i.e., after deducting any
Grant Aid estimated to be received)to the City,in excess of the Capital Amount,of any one City Air-
ports repair or replacement.
(b) On or before the end of each Fiscal Year the City shall file with the Trustee,an Engineer's
Certificate setting forth the total of:
(1) 100% of the estimated net cost (i.e., after deducting any Grant Aid estimated to be
received)to the City,in excess of the Capital Amount,of repairs and replacements required for
the City Airports in the next succeeding Fiscal Year;
(2) 50% of the estimated net cost (i.e., after deducting any Grant Aid estimated to be
received)to the City,in excess of the Capital Amount,of repairs and replacements required for
the City Airports in the second succeeding Fiscal Year;
(3) 331/2% of the estimated net cost (i.e., after deducting any Grant Aid esitmated to be
received)to the City,in excess of the Capital Amount,of repairs and replacements required for
the City Airports in the third succeeding Fiscal Year;
(4) 25% of the estimated net cost (i.e., after deducting any Grant Aid estimated to be
received)to the City,in excess of the Capital Amount,of repairs and replacements required for
the City Airports in the fourth succeeding Fiscal Year;and
(5) 20% of the estimated net cost (i.e., after deducting any Grant Aid estimated to be
received)to the City,in excess of the Capital Amount,of repairs and replacements required for
the City Airports in the fifth succeeding Fiscal Year.
(c) There shall be deposited into the Renewal and Replacement Fund in approximately equal
monthly installments in each Fiscal Year an amount which,together with the moneys on deposit there-
in on the first day of such Fiscal Year(or in the Fiscal Year in which the initial Series of Construction
Bonds are delivered,immediately after such delivery),will equal not less than:
(1) in the Fiscal Year in which the initial Series of Construction Bonds are delivered,the
amount shown on the Engineer's Certificate filed with the Trustee pursuant to the requirements
of Section 2.03(f)(2);or
(2) the amount shown on the Engineer's Certificate filed with the Trustee pursuant to the
requirements of(b)above;provided,however, the City shall not be required to deposit into the
Renewal and Replacement Fund in any one Fiscal Year an amount in excess of$300,000,and
therefore,if the amount shown on such Engineer's Certificate exceeds$300,000,a Written State-
ment of the City may be filed with the Trustee on or before the end of each Fiscal Year specify-
ing whether and to what extent any portion of the amount in excess of$300,000 as shown on the
Engineer's Certificate shall be deposited into the Renewal and Replacement Fund in the next suc-
ceeding Fiscal Year.
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(d) Any balance of moneys and securities in the Renewal and Replacement Fund in excess of the
maximum amount required to be on deposit therein at the beginning of each Fiscal Year and not
needed for any of the purposes for which such Fund was established,shall he transferred from the
Renewal and Replacement Fund and deposited into the Revenue Fund.
SECTION 5.09. Surplus Fund.
(a) The City shall transfer from the Surplus Fund(i)to the Bond Service Account and the Debt
Service Reserve Account in the Principal and Interest Fund the amount necessary(or all the moneys
in the Surplus Fund if less than the amount necessary)to make up any deficiencies in payments to
such Accounts required by paragraph(1)of subsection (a)of Section 5.05,(ii)in the event of any
transfer of moneys from the Debt Service Reserve Account to the Bond Service Account,to the Debt
Service Reserve Account the amount of the deficiency in such Account resulting from such transfer,
and (iii) to the Renewal and Replacement Fund to make up any deficiencies in payments to such
Fund required by paragraph(2)of subsection(a)of Section 5.05.
(b) Amounts in the Surplus Fund not required to meet a deficiency as required in subsection(a)
of this section may be transferred from time to time by the City from the Surplus Fund free and clear
of the lien of the Resolution and deposited into any funds or accounts established by the City to be
used for any lawful City Airports purpose, including, without limitation, payment of debt service
(whether by purchase or redemption or otherwise)on any bonds,including junior lien revenue bonds,
of the City issued for City Airports purposes or funding of debt service reserve funds or accounts es-
tablished by the City in connection with any bonds of the City issued for City Airports purposes.
SECTION 5.10. Purchase of Bonds. The City may purchase Bonds of any Series from any available
funds at public or private sale,as and when and at such prices as the City may in its discretion deter-
mine,but at a price excluding accrued interest not exceeding the principal amount thereof,or in the
case of Bonds which by their terms are subject to redemption prior to maturity,the then current or
first applicable Redemption Price(excluding accrued interest),as the case may be. All Bonds so pur-
chased and the appurtenant coupons,if any,shall at such times as shall be selected by the City be
delivered to and canceled by the Trustee and shall thereafter be delivered to,or upon the order of,the
City,and no Bonds shall be issued in place thereof. In the case of the purchase of Bonds of a Series
and maturity for which Sinking Fund Installments shall have been established,the City shall, by a
Written Request of the City delivered to the Trustee,elect the manner in which the principal amount
of such Bonds shall be credited toward Sinking Fund Installments.
ARTICLE VI
COVENANTS OF THE CITY
SECTION 6.01. Punctual Payment of Bonds. The City will punctually pay or cause to be paid the
principal or Redemption Price and the interest to become due in respect of all the Bonds,in strict con-
formity with the terms of the Bonds and of the Resolution,according to the true intent and meaning
thereof, and the City will punctually pay or cause to be paid all Sinking Fund Installments which
may be established for any Series of Bonds.
SECTION 6.02. Against Encumbrances. The City will not create, and will use its best efforts to
prevent the creation of,any mortgage or lien upon the City Airports or any property essential to the
proper operation of the City Airports or to the maintenance of the Revenues. The City will not
create,or permit the creation of,any pledge,lien,charge or encumbrance upon the Revenues except
only as provided in or permitted by the Resolution.
SECTION 6.03. Against Sale or Other Disposition of Property Except Under Conditions. (a)The City
will not sell or otherwise dispose of the City Airports;provided,however,the City reserves the right
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to sell any or all of the Auxiliary Airports if at the time of such sale the City shall file with the Trus-
tee an Airport Consultant's Certificate which demonstrates that,immediately subsequent to such sale
and after giving effect both to the net loss of annual Revenues(including any changes in Operation
and Maintenance Costs), if any, resulting from such sale and to the proposed disposition of the
proceeds of sale as set forth in the Written Request of the City filed with the Trustee as below
required,for the remainder of the Fiscal Year in which such sale is effective and in the next succeed-
ing Fiscal Year,the estimated Net Revenues of the City Airports will be not less than 1.25 times the
Aggregate Debt Service for each of such Fiscal Years. The proceeds realized by the City from the sale
shall be deposited with the Trustee in a special fund in trust. The City shall file with the Trustee a
Written Request of the City requesting the Trustee to apply the proceeds of the sale for one of the fol-
lowing purposes:
(1) If such Written Request requests the Trustee to apply such proceeds to the purchase,
redemption or retirement of Bonds, the Trustee shall apply such proceeds to the purchase,
redemption or retirement of Bonds then Outstanding. If more than one Series of Bonds is then
Outstanding,such proceeds shall be applied pro rata to the purchase,redemption or retirement of
Bonds of each Series in the proportion which the principal amount of Bonds of each such Series
then Outstanding bears to the aggregate principal amount of all Bonds then Outstanding. Pend-
ing the application of such proceeds for such purpose,such moneys shall be invested by the Trus-
tee in the manner provided in Article X for the investment of moneys in the Debt Service Re-
serve Account in the Principal and Interest Fund.
(2) If such Written Request requests the Trustee to deliver such proceeds to the City to ap-
ply to the cost of additions, betterments,extensions or improvements to the City Airports, the
Airport Consultant's Certificate above required to be filed with the Trustee shall show the es-
timated loss in annual Revenues,if any,by reason of such sale,together with a general descrip-
tion of the additions,betterments,extensions or improvements to the City Airports then proposed
to be acquired or constructed by the City from the proceeds of such sale and an estimate of addi-
tional Revenues to be derived from such additions, betterments, extensions or improvements.
The Trustee shall pay such proceeds to the City. The City shall hold such proceeds in trust and
apply them to the acquisition or construction of the additions, betterments, extensions or im-
provements substantially in accordance with the Airport Consultant's Certificate. Any balance of
such proceeds not required by the City for the purposes aforesaid shall be paid into the Revenue
Fund.
(b) The City will not enter into any lease or agreement which impairs or impedes the operation
of the City Airports or which impairs or impedes the rights of the Bondholders with respect to the
Revenues,provided,however,the City reserves the right to lease the Airport to a governmental entity
or authority created and established pursuant to the laws of the State of Utah if at the time of such
lease the City shall file with the Trustee an Airport Consultant's Certificate which demonstrates that,
immediately subsequent to such lease and after giving effect to the loss of Revenues(including any
changes in Operation and Maintenance Costs),if any,resulting from such lease,for the remainder of
the Fiscal Year in which such lease is effective and in the next succeeding Fiscal Year,the estimated
Net Revenues of the City Airports will be not less than 1.25 times the Aggregate Debt Service for
each of such Fiscal Years.
Secriox 6.04. Operation and Maintenance. The City will cause the Airport to be operated contin-
uously for the receipt and dispatch of passengers, property and mail by aircraft and at standards
required in order that the same may be approved by the proper federal and state authority or authori-
ties for landing and take off of commercial and passenger aircraft operating in scheduled service,to
the extent practicable under conditions as they may from time to time exist,in an efficient and eco-
nomical manner,and will at all times cause to be maintained,preserved and kept,the City Airports,
including all parts thereof and appurtenances thereto, in good repair,working order and condition,
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and in such manner that the operating efficiency thereof will be of high character,and the City will
from time to time cause to be made all necessary and proper repairs and replacements so that the bus-
iness carried on in connection with the City Airports at all times may be properly and advantageously
conducted in a manner consistent with prudent management, and the rights and security of the
Holders of the Bonds fully protected and preserved.
SECTION 6.05. Qualified Independent Engineer and Airport Consultant. The City will at all times
have under engagement(1)a Qualified Independent Engineer to assist it as appropriate and(2)an
Airport Consultant who shall advise the City concerning matters affecting the general operation of
the City Airports and make recommendations regarding said operations and construction of im-
provements thereto.
SECTION 6.06. Maintenance of Revenues.
(a) The City will at all times comply with all terms, covenants and provisions, express and
implied,of all contracts and agreements entered into by it for City Airports use and services and all
other contracts or agreements affecting or involving the City Airports or the business of the City with
respect thereto. The City shall promptly collect all charges due for City Airports use and service
supplied by it as the same become due,and shall at all times maintain and promptly and vigorously
enforce its rights against any person who does not pay such charges when due.
(b) The City will do,execute,acknowledge and deliver,or cause to be done,executed,acknowl-
edged and delivered, such Supplemental Resolutions and such further accounts, instruments and
transfers as the Trustee may reasonably require for the better assuring,pledging and confirming to
the Trustee all and singular the Revenues,including the payments to be made by the airlines or other
users pursuant to the City Airports use agreements or leases,and the other amounts pledged hereby
to the payment of the principal of,Redemption Price and interest on the Bonds. The City will not
sell, convey, mortgage, encumber or otherwise dispose of any part of the Revenues, including the
payments to be made by the airlines under City Airports use agreements or leases,except as otherwise
permitted hereunder.
(c) The City will not charge to the City Airports as a separate enterprise any amounts for
services or facilities provided by the City either on or off the City Airports in excess of the costs
incurred in providing such services or any amount for facilities or services not requested by the City
Airports as a separate enterprise or not benefiting the City Airports as a separate enterprise.
SECTIoN 6.07. Observance of Laws and Regulations. The City will well and truly keep,observe and
perform all valid and lawful obligations or orders or regulations now or hereafter imposed on it by
contract,or prescribed by any law of the United States of America or of the State of Utah,or by any
officer,board or commission having jurisdiction or control,as a condition of the continued enjoyment
of any and every right,privilege or franchise now owned or hereafter acquired by the City,including
its right to exist and carry on business,to the end that such rights,privileges and franchises shall be
maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired;
provided, however, that the City shall not be required to comply with any such orders so long as the
validity or application thereof shall be contested in good faith.
SECTION 6.08. Payment of Taxes and Claims. The City will, from time to time, duly pay and
discharge, or cause to be paid and discharged, from Revenues any taxes, assessments or other
governmental charges lawfully imposed upon any of the properties of the City Airports or upon the
Revenues,when the same shall become due,and will duly observe and conform to all valid require-
ments of any governmental authority relative to any such properties. The City will keep the City
Airports and all parts thereof free from judgments,mechanics'and materialmen's liens(except those
arising from the construction of any Project and other improvements of the City Airports)and free
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from all other liens,claims,demands and encumbrances of whatsoever prior nature or character,to
the end that the priority of the lien of the Resolution on the Revenues may at all times be maintained
and preserved, and free from any claim or liability which might embarrass or hamper the City in
conducting its business.
SECTION 6.09. Insurance. Subject in each case to the condition that insurance is obtainable at
reasonable rates and upon reasonable terms and conditions:
(a) The City will procure and maintain,or cause to be procured and maintained,at all times
while any Bonds shall be Outstanding, insurance on the City Airports and public liability
insurance in such amounts and against such risks as are usually insurable in connection with
similar airports and are usually carried by municipalities operating similar airports. Such
insurance shall be adequate in amount and as to the risks insured against, and shall be
maintained with responsible insurers.
(b) The City will secure and maintain adequate fidelity insurance or bonds on all officers and
employees handling or responsible for funds of the City.
(c) The City will place on file with the Trustee annually within one hundred twenty days
after the close of each Fiscal Year so long as any Bonds are Outstanding,a Written Statement of
the City containing a summary of all insurance policies then in effect.
SECTION 6.10. Accounts and Reports.
(a) The City will at all times keep,or cause to be kept,proper books of record and accounts in
which complete and accurate entries shall be made of all transactions relating to the City Airports
and the Revenues. Such books of record and accounts shall at all times during business hours be sub-
ject to the inspection of the Trustee or the Holders of not less than five per cent of the Bonds then
Outstanding,or their representatives authorized in writing.
(b) The City will place on file with the Trustee semiannually within sixty(60)days after the first
days of January and July of each Year,so long as any Bonds are Outstanding,an unaudited financial
statement in reasonable detail for the preceding 6 months and the preceding 12 months showing the
Revenues,all expenditures from the Revenues for Operation and Maintenance Costs and other expen-
ditures from the Revenues applicable to the City Airports,and the resulting Net Revenues available
for Debt Service for such periods.
(c) The City will place on file with the Trustee annually within one hundred twenty days after
the close of each Fiscal Year,so long as any Bonds are Outstanding,a financial statement in reason-
able detail for the preceding Fiscal Year showing the Revenues,all expenditures from the Revenues for
Operation and Maintenance Costs and other expenditures from the Revenues applicable to the City
Airports and the resulting Net Revenues available for Debt Service,together with a balance sheet in
reasonable detail reflecting the financial condition of the City Airports,including the balances of all
funds relating to the City Airports as of the end of each Fiscal Year,which financial statement and
balance sheet shall be accompanied by an Accountant's Certificate. Each such audit,in addition to
whatever matters may be thought proper by the Independent Public Accountant to be included there-
in,shall include the following:
(I) Comments regarding the manner in which the City has carried out the requirements of
this Resolution and recommendations for any change or improvements in the accounting opera-
tions of the City.
(2) A list of the insurance policies in force at the end of the Fiscal Year setting out as to each
policy the amount of the policy,the risks covered,the name of the insurer and the expiration date
of the policy.
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(3) A statement as to whether or not the Net Revenues for such Fiscal Year were equal to at
least 1.25 times the Aggregate Debt Service for such Fiscal Year.
(4) The amounts in the various Funds herein provided for.
Simultaneously with the filing of such financial statement,there shall be filed with the Trustee a
report of a bond resolution compliance conducted by the firm of Independent Public Accountants
which signed the Accountants'Certificate attached to such financial statement.
(d) The City shall prepare and file semiannually with the Trustee,during the period in which a
Project shall be under construction,a Written Certificate of the City with respect to the construction
progress and maintenance of such Project. Such Written Certificate of the City shall be in sufficient
detail to show whether the City has performed and complied with the covenants contained in the Res-
olution and applicable Supplemental Resolution.
(e) The reports, statements and other documents required to be furnished to the Trustee pur-
suant to any provisions of the Resolution shall be available for the inspection of Bondholders at the
principal corporate trust office of the Trustee and shall be mailed to each Bondholder, investment
banker,security dealer or other person interested in the Bonds who shall file a written request there-
for with the City.
(f) The City shall file with the Trustee(i)forthwith upon becoming aware of any event of default
under Article IX or other default in the performance by the City of any covenant,agreement or con-
dition contained in the Resolution,a Written Certificate of the City specifying such default;and(ii)
no later than one hundred twenty days following the end of each Calendar Year a Written Certificate
of the City stating that,to the best of the knowledge and belief of the Authorized Officer of the City
executing such Written Certificate,except for any default then existing which shall have been specified
in the Written Certificate of the City referred to in(i)above,the City has kept,observed,performed
and fulfilled each and every one of its covenants and obligations contained in the Resolution and there
does not exist at the date of such Written Certificate any default by the City under the Resolution or
any event of default under Article IX or other event which,with the lapse of time specified in Section
9.01,would become an event of default under Article IX,or,if any such default or event of default
under Article IX or other event shall so exist,specifying the same and the nature and status thereof.
SECTION 6.11. Rates and Charges. In order to assure full and continuous performance of the cove-
nants contained in Section 6.06 with a margin for contingencies and temporary unanticipated reduc-
tion in Revenues, the City hereby covenants and agrees that it will, at all times while any of the
Bonds shall be Outstanding continue in effect, directly or through leases, City Airports use
agreements,or other leases,agreements,licenses or ordinances,and establish,fix,prescribe and collect
rates and charges for the sale or use of City Airports services furnished by the City which,together
with other income, are reasonably expected to yield Net Revenues equal to at least 1.25 times the
Aggregate Debt Service for the forthcoming Fiscal Year. The City agrees that should the annual
financial statement made in accordance with the provisions of Section 6.10(c)disclose that during the
period covered by such financial statement the Net Revenues were not at least equal to the above
requirement, the Director of Airports of the City shall request that the Airport Consultant make
recommendations as to the revision of the rates,charges and fees and that the City on the basis of
such recommendations will revise the schedule of rates,charges and fees insofar as is practicable and
further revise Operation and Maintenance Costs so as to produce the necessary Net Revenues as here-
in required.
SECTION 6.12. Maintenance of Paying Agents. In addition to the Trustee,the City will appoint and
at all times have a Paying Agent for each Series of the Bonds in the City and State of New York,for
the payment of the principal and Redemption Price of and the interest on the coupon Bonds of such
Series. The Trustee shall pay to the Paying Agents,to the extent of the moneys held by the Trustee
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for such payment,funds for the prompt payment of the principal and Redemption Price of and inter-
est on the coupon Bonds of such Series presented at any such place of payment.
SECTION 6.13. Eminent Domain. If all or any part of City Airports shall be taken by eminent
domain proceedings or conveyance in lieu thereof, the net proceeds realized by the City therefrom
shall be deposited with the Trustee in a special fund in trust and shall be applied and disbursed by the
Trustee subject to the following conditions:
(a) If such funds are sufficient to provide for the payment of the entire amount of principal
due or to become due upon all of the Bonds,together with all of the interest due or to become due
thereon and any redemption premiums thereon,so as to enable the City to retire all of the Bonds
then Outstanding, either by call and redemption at the then current Redemption Prices or by
payment at maturity or partly by redemption prior to maturity and partly by payment at matur-
ity,the Trustee shall apply such moneys to such retirement and to the payment of such interest.
Pending the application of such proceeds for such purpose,such moneys shall he invested by the
Trustee in the manner provided in Article X for investment of moneys in the Debt Service Re-
serve Account in the Principal and Interest Fund. The balance of such moneys,if any,shall be
transferred to the City.
(b) If such proceeds are insufficient to provide the moneys required for the purposes set forth
in subsection(a)of this section,the City shall file with the Trustee a Written Request of the City
requesting the Trustee to apply such proceeds for one of the following purposes:
(1) if such Written Request requests the Trustee to apply such proceeds to the purchase,
redemption or retirement of Bonds,the Trustee shall apply such proceeds to the purchase,
redemption or retirement of Bonds then Outstanding. If more than one Series of Bonds is
then Outstanding,such proceeds shall be applied pro rata to the purchase,redemption or re-
tirement of the Bonds of each Series in the proportion which the principal amount of Bonds
of each such Series then Outstanding bears to the aggregate principal amount of all Bonds
then Outstanding. Pending the application of such proceeds for such purpose,such moneys
shall be invested by the Trustee in the manner provided in Article X for the investment of
moneys in the Debt Service Reserve Account in the Principal and Interest Fund.
(2) If such Written Request requests the Trustee to deliver such proceeds to the City to
apply to the cost of additions,betterments,extensions or improvements to the City Airports,
the City shall also file with the Trustee an Airport Consultant's Certificate showing the loss
in annual Revenues,if any,suffered,or to be suffered,by the City by reason of such eminent
domain proceedings,together with a general description of the additions,betterments,exten-
sions or improvements to the City Airports then proposed to be acquired or constructed by
the City from such proceeds. If, in the opinion of the City(evidenced by a Written Cer-
tificate of the City),which shall be final,the additional Revenues to be derived from such ad-
ditions,betterments,extensions or improvements will sufficiently offset the loss of Revenues
resulting from such eminent domain proceedings so that the ability of the City to meet its
obligations hereunder will not be substantially impaired,the Trustee shall pay such proceeds
to the City. The City,in reaching such determination,may rely upon the Airport Consul-
tant's Certificate. The City shall hold such proceeds in trust and apply them to the acquisi-
tion or construction of the additions,betterments,extensions or improvements substantially
in accordance with such Airport Consultant's Certificate. Any balance of such proceeds not
required by the City for the purposes aforesaid shall be deposited into the Revenue Fund.
(3) If such Written Request requests the Trustee to deposit such proceeds into the
Revenue Fund upon the ground that such eminent domain proceedings have had no effect,or
at the most a relatively immaterial effect,upon the security of the Bonds,the City shall also
file with the Trustee an Airport Consultant's Certificate stating that such eminent domain
proceedings have not substantially impaired or affected the operation of the City Airports or
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the ability of the City to meet all of its obligations hereunder with respect to the payment of
the Bonds. Upon receipt of such Written Request and such Airport Consultant's Certificate,
the Trustee shall deposit such proceeds into the Revenue Fund.
SECTION 6.14. Reconstruction of City Airports;Application of Insurance Proceeds. If any useful por-
tion of the City Airports shall be damaged or destroyed,the City shall,as expeditiously as possible,
continuously and diligently prosecute or cause to be prosecuted the reconstruction or replacement
thereof, unless the City shall file with the Trustee an Engineer's Certificate to the effect that such
reconstruction or replacement is not in the interests of the City and the Bondholders. The proceeds of
any insurance paid on account of such damage or destruction,other than business interruption loss in-
surance,shall, if the appropriate Project Account in the Construction Fund has not been closed,be
paid into the Construction Fund as provided in Section 5.03(c),or if the Construction Fund has been
closed,shall be held by the Trustee in a special account and made available for, and to the extent
necessary applied to,the cost of such reconstruction or replacement,if any. Pending such application,
such proceeds may be invested by the City in Investment Securities which mature not later than such
times as shall be necessary to provide moneys when needed to pay such cost of reconstruction or re-
placement. Any balance of such proceeds of insurance shall be deposited into the Surplus Fund.
SECTION 6.15. Special Purpose Bonds.
(a)The City may issue special purpose bonds,notes or obligations from time to time for the pur-
pose of financing the cost of Special Purpose Facilities. The special purpose bonds,notes or obliga-
tions referred to in this Section shall be payable as to both principal and interest solely from rentals or
other charges derived by the City under and pursuant to a lease or leases relating to the Special Pur-
pose Facilities entered into by and between the City,as lessor,and such person,firm or corporation,
either public or private,as shall lease,as lessee,the Special Purpose Facilities from the City. Before
any Special Purpose Facilities shall be constructed or acquired by the City,the City shall adopt a res-
olution describing in reasonable detail the Special Purpose Facilities to be constructed or acquired by
the City,authorizing the issuance of the special purpose bonds,notes or obligations to finance the cost
of construction or acquisition of such Special Purpose Facilities and prescribing the rights, duties,
remedies and obligations of the Board and the holder or holders,from time to time,of such special
purpose bonds,notes or obligations.
(b)No such special purpose bonds,notes or obligations shall be issued by the City unless there
shall have been filed with the City a certificate signed by the Airport Consultant stating that:
(1) The estimated rentals or other charges to be derived by the City under and pursuant to
the lease or relating to the Special Purpose Facilities will be at least sufficient to pay the principal
of and interest on such special purpose bonds,notes or obligations as and when the same become
due and payable,all costs of operating and maintaining such Special Purpose Facilities not paid
for by the lessee thereof and all sinking fund,reserve or other payments required by the resolu-
tion authorizing the special purpose bonds,notes or obligations as the same become due;and
(2) The acquisition or construction and operation of such Special Purpose Facilities will not
adversely affect the Revenues to be derived by the City from the operation of the City Airports.
(c) No such special purpose bonds,notes or obligations shall be issued by the City until the City
has entered into a lease which shall be for a term at least as long as the period during which such
special purpose bonds, notes or obligations are outstanding and unpaid and which shall provide for
annual payments to the City,in addition to all rentals and other charges for the use of the Special
Purpose Facilities,of ground rent in an amount which is determined by the City to be a fair and rea-
sonable rental for the land on which said Special Purpose Facilities are located.
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SECTION 6.16. Accumulation of Coupons. In order to prevent any accumulation of coupons or claims
for interest after maturity,the City will not,directly or indirectly,extend or consent to the extension
of the time for the payment of any coupon appertaining to or claim for interest on any of the Bonds
and will not,directly or indirectly,be a party to or approve any such arrangement by purchasing or
funding such coupons or claims for interest or in any other manner. In case any such coupon or claim
for interest shall be extended or funded,whether or not with the consent of the City,such coupon or
claim for interest so extended or funded shall not be entitled,in case of default hereunder,to the bene-
fits of the Resolution,except subject to the prior payment in full of the principal of all of the Bonds
then Outstanding and of all coupons and claims for interest which shall not have been so extended or
funded.
SECTION 6.17. Compliance with Resolution. The City will not issue, or permit to be issued, any
Bonds in any manner other than in accordance with the provisions of the Resolution and will not
suffer or permit any default to occur under the Resolution,but will faithfully observe and perform all
the covenants,conditions and requirements hereof. The City will make,execute and deliver any and
all such further resolutions,instruments and assurances as may be reasonably necessary or proper to
carry out the intention or to facilitate the performance of the Resolution,and for the better assuring
and confirming unto the Holders of the Bonds of the rights,benefits and security provided in the Res-
olution. The City, for itself, its successors and assigns, represents, covenants and agrees with the
Holders of the Bonds,as a material inducement to the purchase of the Bonds,that so long as any of
the Bonds shall remain Outstanding and the principal or Redemption Price thereof or interest thereon
shall be unpaid or unprovided for,it will faithfully perform all of the covenants and agreements con-
tained in the Resolution and the Bonds.
SECTION 6.18. Power to Issue Bands and Pledge Revenues and Other Funds. The City is duly autho-
rized under all applicable laws to create and issue the Bonds and to adopt the Resolution and to
pledge the Revenues and other moneys,securities and funds purported to be pledged by the Resolu-
tion in the manner and to the extent provided in the Resolution. The Bonds and the provisions of the
Resolution are and will be the valid and legally enforceable obligations of the City in accordance with
their terms and the terms of the Resolution. The City shall at all times,to the extent permitted by
law,defend,preserve and protect the pledge of the Revenues and other moneys,securities and funds
pledged under the Resolution and all the rights of the Bondholders under the Resolution against all
claims and demands of all persons whomsoever.
SECTION 6.19. Power to Own City Airports and Collect Rates and Fees. The City has,and will have so
long as any Bonds are Outstanding,good right and lawful power to own the City Airports and to fix
and collect rates,fees and other charges in connection with the City Airports. No Revenue producing
facility of the City Airports shall be leased,furnished or supplied free,but shall always be leased,fur-
nished or supplied so as to produce Revenues, provided, that the City reserves the right to adjust
rents, tolls and charges which will produce aggregate Revenues for services, or the lease or use of
facilities,that will constitute only a minor portion of Net Revenues derived from the operation and
ownership of the City Airports.
SECTION 6.20. General.
(a) The City shall do and perform or cause to be done and performed all acts and things required
to be done or performed by or on behalf of the City under the provisions of the Act and the City.
(b) Upon the date of authentication and delivery of any of the Bonds,all acts,conditions and
things required by law and the Resolution to exist, to have happened and to have been performed
precedent to and in the issuance of such Bonds shall exist,have happened and have been performed in
regular and in due time,form and manner as required by law and the City will have duly and regular-
ly complied with all applicable provisions of law and will be duly authorized to issue the Bonds under
the Act in the manner and upon the terms as in the Resolution provided.
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ARTICLE VII
THE TRUSTEE AND THE PAYING AGENTS
SECTION 7.01. Appointment of Trustee.
• (a) The City shall in the Supplemental Resolution authorizing the first Series of Bonds,appoint
the Trustee for the Holders of the Bonds,to act as the legal depositary of the City for the purpose of
receiving all moneys which the City is required to pay to the Trustee hereunder,and to hold,allocate,
use and apply the same as provided in the Resolution. The Trustee shall signify its acceptance of the
duties and obligations imposed on it by the Resolution by executing and delivering to the City a writ-
ten acceptance thereof. The Trustee shall also act as registrar and transfer agent for the Bonds,with
the duties herein provided,and shall also act in accordance with the duties specified in Section 3.01(a).
(b) The Trustee may at any time resign or be discharged of its duties and obligations hereby
created by giving not less than sixty days'written notice to the City,specifying the date when such
resignation shall take effect,and publishing notice thereof,once a week for two successive calendar
weeks in a Financial Newspaper or Journal of general circulation in New York,New York,and such
resignation shall take effect on the day specified in such notice unless previously a successor shall have
been appointed as hereinafter provided,in which event such resignation shall take effect immediately
upon the appointment of such successor;provided,however,that such resignation of the Trustee shall in
no event take effect until such successor shall have been appointed.
(c) The City may remove the Trustee initially appointed by resolution of the Board delivered to
the Trustee,and may similarly remove any successor thereto,and may appoint a successor or succes-
sors thereto;provided,that any successor Trustee shall be a bank or trust company with a capital,un-
divided profits and surplus of not less than$10,000,000.
SECTION 7.02. Paying Agents;Appointment and Acceptance of Duties;Removal. The City shall ap-
point Paying Agents for the Bonds of each Series pursuant to Supplemental Resolutions. Each Pay-
ing Agent shall signify its acceptance of the duties and obligations imposed upon it by the Resolution
by executing and delivering to the City and to the Trustee a written acceptance thereof. The City
may remove any Paying Agent and any successor thereto,and appoint a successor or successors there-
to;provided,however,that any such Paying Agent designated by the City shall continue to be a Paying
Agent of the City for the purpose of paying the principal and Redemption Price of and interest on the
Bonds until the designation of a successor as such Paying Agent. Each Paying Agent is hereby au-
thorized to redeem Bonds and the interest coupons appertaining thereto when duly presented to it for
payment or redemption,which Bonds and interest coupons shall thereafter be delivered to the Trustee
for cancellation.
SECTION 7.03. Terms and Conditions of the Trusts. The Trustee shall perform the trusts contained in
the Resolution as a corporate trustee ordinarily would perform said trusts under a corporate inden-
ture,only upon and subject to the following express terms and conditions:
(a) The Trustee shall perform such duties and only such duties as are specifically set forth in
the Resolution. The duties and obligations of the Trustee shall be determined solely by the
express provisions of the Resolution,and the Trustee shall not be liable except for the perfor-
mance of such duties and obligations as are specifically set forth in the Resolution,and no im-
plied covenants or obligations shall be read into the Resolution against the Trustee.
(b) The Trustee may execute any of the trusts or powers hereof and perform any of its
duties by or through attorneys,agents,receivers or employees but shall not be answerable for the
conduct of any of the same who have been selected by it with ordinary care in accordance with
the standard specified above,and shall be entitled to advice of counsel concerning all matters of
trusts hereof and the duties hereunder,and may in all cases pay such reasonable compensation to
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all such attorneys,agents,receivers and employees as may reasonably be employed in connection
with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney for the
• City or any other attorneys, if, in the case of such other attorneys, they are approved by the
Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or
damage resulting from any action or non-action in good faith in reliance upon such opinion or ad-
vice. The Trustee shall not be liable for any error of judgment made in good faith by any of its
officers or employees unless it shall be proved that the Trustee was negligent in ascertaining per-
tinent facts.
(c) The Trustee shall not be responsible for any recital herein,or in the Bonds(except in re-
spect to the certificate of authentication of the Trustee endorsed on the Bonds), or for the
sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby,and
the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any
covenants,conditions or agreements on the part of the City herein set forth;but the Trustee may
require of the City full information and advice as to the performance of the covenants,conditions
and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of
the City under the Resolution.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered
hereunder. The Trustee may become the owner or pledgee of Bonds and coupons secured hereby
with the same rights which it would have if not Trustee. To the extent permitted by law, the
Trustee may also receive tenders and purchase in good faith Bonds from itself, including any
department,affiliate or subsidiary,with like effect as if it were not Trustee.
(e) The Trustee shall be protected in acting upon any notice, request,consent, certificate,
order,affidavit,letter,telegram or other paper or document believed by it to be genuine and cor-
rect and to have been signed or sent by the proper person or persons. Any action taken by the
Trustee pursuant to the Resolution,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 Bond,
shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued
in exchange therefor or in place thereof. The Trustee shall not be liable with respect to any ac-
tion taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a majority in principal amount of the Bonds at the time Outstanding
relating to the time,method and place of conducting any proceeding for any remedy available to
the Trustee,or exercising any trust or power conferred upon the Trustee,under the Resolution.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any
instrument,paper or proceeding,the Trustee shall be entitled to rely upon a Written Certificate
of the City as sufficient evidence of the facts therein contained and shall also be at liberty to ac-
cept a similar Written Certificate to the effect that any particular dealing,transaction or action is
necessary or expedient,but may at its discretion secure such further evidence deemed necessary
or advisable,but shall in no case be bound to secure the same. The Trustee may accept a cer-
tificate of the City Recorder to the effect that a resolution in the form therein set forth has been
adopted by the City as conclusive evidence that such resolution has been duly adopted,and is in
full force and effect.
(g) The permissive right of the Trustee to do things enumerated in the Resolution shall not
be construed as a duty and it shall not be answerable for other than its gross negligence or willful
default.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any
default hereunder except failure by the City to cause to be made any of the payments to the
Trustee required to he made by Article V hereof or the failure of the City to file with the Trustee
any document required by the Resolution to be so filed subsequent to the issuance of the Bonds,
unless the Trustee shall be specifically notified in writing of such default by the Holders of not
less than ten percent (10%) in aggregate principal amount of Bonds then Outstanding and all
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notices or other instruments required by the Resolution to be delivered to the Trustee,must,in
order to be effective,be delivered at the principal corporate trust office of the Trustee,and in the
• absence of such notice so delivered the Trustee may conclusively assume there is no default ex-
cept as aforesaid.
(i) 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 City Airports and the Bonds,and to
take such memoranda from and in regard thereto as may he desired.
(j) 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.
(k) Notwithstanding anything elsewhere in the Resolution contained,the Trustee shall have
the right,but shall not be required,to demand,in respect of the authentication of any Bonds or
any action whatsoever within the purview of the Resolution,any showings,certificates,opinions,
appraisals 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 reasonably deemed desirable
by it for the purpose of establishing the right of the City to the authentication of any Bonds or
the taking of any other action by the Trustee.
(1) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it by the Resolution at the request,order or direction of any of the Bondholders,pursuant to the
provisions of the Resolution,unless such Bondholders shall have offered to the Trustee reason-
able security or indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby.
(m) All moneys received by the Trustee shall, until used or applied or invested as herein
provided,be held in trust for the purposes for which they were received,but need not be segre-
gated from other funds except to the extent required by mandatory provisions of law.
(n) The Trustee shall not be bound to make any investigation into the facts or matters stat-
ed in any resolution,certificate,statement, instrument,opinion,report,notice,request,consent,
order,approval,appraisal,Bond or other paper or document,unless requested in writing so to do
by the Holders of not less than twenty-five per cent(25%)in aggregate principal amount of the
Bonds then Outstanding;provided,that,if the payment within a reasonable time to the Trustee
of the costs,expenses or liabilities likely to be incurred by it in the making of such investigation
is,in the opinion of the Trustee,not reasonably assured to the Trustee by the security afforded to
it by the terms of the Resolution,the Trustee may require reasonable indemnity against such ex-
penses or liabilities as a condition to so proceeding. The reasonable expense of every such inquiry
or examination shall be paid by the City or,if paid by the Trustee,shall he repaid by the City.
(o) The Trustee shall not be liable for any action taken by it in good faith and reasonably
believed by it to be authorized or within the discretion,rights or powers conferred upon it by the
Resolution.
(p) None of the provisions contained in the Resolution shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers,if there is reasonable ground for believing
that the repayment of such funds or liability is not reasonably assured to it.
(q) The Trustee shall not be obligated to take or omit to take any action hereunder if,upon
the basis of advice of counsel selected by it,the Trustee determines it would be unlawful to take
or omit to take such action.
SECTION 7.04. Intervention by the Trustee. In any judicial proceeding to which the City is a party
and which in the opinion of the Trustee has a substantial bearing on the interests of Holders of the
Bonds,the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by
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the Holders of a majority of the aggregate principal amount of Bonds then Outstanding. The rights
and obligations of the Trustee under this section are subject to the approval of a court of competent
jurisdiction.
SECTION 7.05. Successor Trustee. Any corporation or association 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 cor-
porate trust business or assets as a whole or substantially as a whole,or any corporation or associa-
tion 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 the trusts,powers,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 the Trustee or the City,any-
thing herein to the contrary notwithstanding.
SECTION 7.06. Concerning Any Successor Trustee. Every successor Trustee appointed hereunder
shall execute,acknowledge and deliver to its or his predecessor and also 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 estates,properties,rights,powers,trusts,
duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Written
Request of the City,or of its successor,execute and deliver an instrument transferring to such succes-
sor Trustee all the estates,properties, 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
or his successor. Should any instrument in writing from the City be required by any successor Trus-
tee for more fully and certainly vesting in such successor the estate,rights,powers and duties hereby
vested or intended to be vested in the predecessor any and all such instruments in writing shall,on
request, be executed, acknowledged and delivered by the City. Any Trustee ceasing to act shall,
nevertheless,retain a lien upon all property or funds held or collected by such Trustee to secure any
amounts then due it pursuant to the provisions of Section 7.07 hereof.
SECTION 7.07.Compensation of the Trustee and Its Lien.The City covenants and agrees to pay to the
Trustee from time to time and the Trustee shall be entitled to,reasonable compensation and,except
as otherwise expressly provided,the City covenants and agrees to pay or reimburse the Trustee upon
its request for all reasonable expenses,disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of the Resolution (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not regularly in its employ)ex-
cept any such expense,disbursement or advance as may arise from its negligence or bad faith. The
City also covenants to indemnify the Trustee for,and to hold it harmless against,any loss,liability or
expense incurred without negligence or bad faith on the part of the Trustee,arising out of or in con-
nection with the acceptance or administration of this trust,including the costs and expenses of defend-
ing itself against any claim of liability in the premises. The obligations of the City under this section
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,disburse-
ments and advances shall constitute additional indebtedness hereunder and shall survive the satisfac-
tion and discharge of the Resolution. Such additional indebtedness shall be secured by a lien prior to
that of the Bonds upon all property and funds held or collected by the Trustee as such,except funds
held in trust for the benefit of the Holders of particular Bonds.
SECTION 7.08. Appointment of Co-Trustee. It is the purpose of this Resolution that there shall be no
violation of any law of any jurisdiction(including particularly the law of Utah)denying or restricting
the right of banking corporations or associations to transact business as Trustee in such jurisdiction.
It is recognized that in case of litigation under the Resolution,and in particular in case of the enforce-
ment thereof on default,or in the case the Trustee deems that by reason of any present or future law
of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties,in trust,as herein granted,or take any action which may be
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desirable or necessary in connection therewith,it may be necessary that the Trustee appoint an addi-
tional individual or institution as a separate or co-trustee. The following provisions of this section are
adapted to these ends.
In the event that the Trustee appoints an additional individual or institution as a separate or co-
•
trustee,each and every remedy,power,right,claim,demand,cause of action,immunity,estate,title,
interest and lien expressed or intended by the Resolution to be exercised by or vested in or conveyed
to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but
only to the extent necessary to enable such separate or co-trustee to exercise such powers,rights and
remedies,and every covenant and obligation necessary to the exercise thereof by such separate or co-
trustee shall run to and be enforceable by either of them.
Should any instrument in writing from the City be required by the separate trustee or co-trustee
so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such
properties,rights,powers,trusts,duties and obligations,any and all such instruments in writing shall,
on request,be executed,acknowledged and delivered by the City. In case any separate trustee or co-
trustee,or a successor to either shall die,become incapable of acting,resign or be removed,all the es-
tates,properties,rights,powers,trusts,duties and obligations of such separate trustee or co-trustee,so
far as permitted by law,shall vest in and be exercised by the Trustee until the appointment of a new
trustee or successor to such separate trustee or co-trustee.
ARTICLE VIII
MODIFICATION OR AMENDMENT OF RESOLUTION
SECTION 8.01. Amendments Permitted.
(a) The Resolution or any Supplemental Resolution and the rights and obligations of the City
and of the Holders of the Bonds and the coupons may be modified or amended at any time by a Sup-
plemental Resolution and pursuant to the affirmative vote at a meeting of Bondholders,or with the
written consent without a meeting,(i)of the Holders of at least sixty per cent in principal amount of
the Bonds then Outstanding,and (ii)in case less than all of the several Series of Bonds then Out-
standing are affected by the modification or amendment,of the Holders of at least sixty per cent in
principal amount of the Bonds of each Series so affected and then Outstanding,and(iii)in case the
modification or amendment changes the terms of any Sinking Fund Installment,of the Holders of at
least sixty per cent in principal amount of the Bonds of the particular Series and maturity entitled to
such Sinking Fund Installment and then Outstanding;provided, however, that if such modification or
amendment will,by its terms,not take effect so long as any Bonds of any specified Series remain Out-
standing,the consent of the Holders of Bonds of such Series shall not be required and Bonds of such
Series shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds
under this section. No such modification or amendment shall (x)extend the fixed maturity of any
Bond,or reduce the principal amount or Redemption Price thereof,or reduce the rate or extend the
time of payment of interest thereon,without the consent of the Holder of each Bond so affected,or(y)
reduce the aforesaid percentage of Bonds required for the affirmative vote or written consent to an
amendment or modification of the Resolution,without the consent of the Holders of all of the Bonds
then Outstanding,or(z)without its written consent thereto,modify any of the rights or obligations of
the Trustee.
(b) The Resolution or any Supplemental Resolution and the rights and obligations of the City
and of the Holders of the Bonds and the coupons may also be modified or amended at any time by a
Supplemental Resolution,without the consent of any Bondholders, but only to the extent permitted
by law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the City in the Resolution contained,other
covenants and agreements thereafter to be observed,or to surrender any right or power herein re-
served to or conferred upon the City;
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(2) to make such provisions for the purpose of curing any ambiguity,or of curing or correct-
ing any defective provision contained in the Resolution,or in regard to questions arising under
the Resolution,as the City may deem necessary or desirable,and which shall not adversely affect
the interests of the Holders of the Bonds;and
(3) to provide for the issuance.of a Series of Bonds,and to provide the terms and conditions
under which such Series of Bonds may be issued,subject to and in accordance with the provisions
of Article II.
Such Supplemental Resolution shall become effective as of the date of its adoption or such later
date as shall be specified in such Supplemental Resolution.
SECTION 8.02. Bondholders'Meetings.
(a) The Trustee may,and upon the Written Request of the City shall,at any time,call a meeting
of the Holders of Bonds,to be held at such place as may be selected by the Trustee and specified in
the notice calling such meeting. Written notice of such meeting,stating the time and place of meeting
and in general terms the business to be submitted,shall he mailed by the Trustee,postage prepaid,
not less than thirty nor more than sixty days before such meeting,to each registered owner of Bonds
then Outstanding at his address,if any,appearing upon the Bond register of the City,and to each
Holder of any Bonds payable to bearer who shall have filed with the Trustee or the City Recorder an
address for notices,and such notice shall be published by the Trustee at least once a week for two
successive weeks in a Financial Newspaper or Journal of general circulation in New York,New York,
and in the same or a similar Financial Newspaper or Journal of general circulation in San Francisco,
California, and in the same or similar Financial Newspaper or Journal of general circulation in
Chicago,Illinois,the first such publication to be not less than thirty nor more than sixty days prior to
the meeting;provided,however,that the mailing of such notice shall in no case be a condition precedent
to the validity of any action taken at any such meeting. The cost and expense of the giving of such
notice shall be borne by the City and the Trustee shall be reimbursed by the City for any expense in-
curred by it.
(b) Prior to calling any meeting of the Holders of Bonds,the Trustee shall adopt regulations for
the holding and conduct of such meeting,and copies of such regulations shall be filed at the principal
corporate trust office of the Trustee and at the office of the City and shall be open to the inspection of
all Bondholders. The regulations shall include such provisions as the Trustee may deem advisable for
evidencing the ownership of Bonds,for voting in person or by proxy,for the selection of temporary
and permanent officers to conduct the meeting and inspectors to tabulate and canvass the votes cast
thereat,the adjournment of any meeting and the records to be kept of the proceedings of such meet-
ing,including rules of order for the conduct of such meeting and such other regulations as,in the opin-
ion of the Trustee,may be necessary or desirable.
(c) No resolution adopted by such meeting of Bondholders shall be binding unless and until a
valid Supplemental Resolution has been passed containing the modifications or amendments autho-
rized by the resolution adopted at such meeting. Such Supplemental Resolution shall become effective
upon the filing with the Trustee of the resolution adopted at such meeting and such Supplemental
Resolution.
SECTION 8.03. Amendment by Written Consent. The Board may at any time adopt a valid Sup-
plemental Resolution amending the provisions of the Bonds or of the Resolution or any Supplemental
Resolution,to the extent that such an amendment is permitted by this article, to become effective
when and as approved by written consent of the Bondholders and as provided in this section. Such
Supplemental Resolution shall riot be effective unless there shall have been filed with the City or the
Trustee the written consents of the necessary number of Holders of the Bonds then Outstanding and a
notice shall have been published as hereinafter in this section provided. It shall not be necessary for
38
the consent of the Bondholders under this section to approve the particular form of any proposed Sup-
plemental Resolution, but it shall be sufficient if such consent shall approve the substance thereof.
Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which
such consent is given, which proof shall be such as is permitted by Section 12.04. Any such consent
shall be binding upon the Ilolder of the Bonds giving such consent and on any subsequent Holder
thereof(whether or not such subsequent Holder has notice thereof)unless such consent is revoked in
writing by the Holder of the Bonds giving such consent or a subsequent Holder thereof by filing such
revocation with the City prior to the date when the notice hereinafter in this section provided for has
been published. Notice of the fact of the adoption of such Supplemental Resolution shall be mailed by
the City to Bondholders(but failure to mail copies of such notice shall not affect the validity of the
Supplemental Resolution when assented to by the requisite percentage of the Holders of the Bonds as
aforesaid). Notice of the fact of the adoption of such Supplemental Resolution shall be published at
least once in a Financial Newspaper or Journal of general circulation in New York,New York,and in
the same or a similar Financial Newspaper or Journal of general circulation in San Francisco,Califor-
nia,and in the same or a similar Financial Newspaper or Journal of general circulation in Chicago,
Illinois, each such publication to be made not more than fifteen days after the date of adoption of
such Supplemental Resolution.
SECTION 8.04. Disqualified Bonds. Bonds owned or held by or for the account of the City shall not
be deemed Outstanding for the purpose of any vote,consent or other action or any calculation of Out-
standing Bonds in this article provided for,and shall riot be entitled to vote or consent to,or to take,
any other action provided for in this article.
SECTION 8.05. Effect of Modification or Amendment..When any Supplemental Resolution modifying
or amending the provisions of the Resolution or any Supplemental Resolution shall become effective,
as provided in this article,the Resolution or such Supplemental Resolution shall be and be deemed to
be modified and amended in accordance therewith and the respective rights, duties and obligations
under the Resolution or such Supplemental Resolution of the City, the Trustee and all Holders of
Bonds Outstanding hereunder(and of interest coupons appertaining thereto,whether attached thereto
or detached therefrom)shall thereafter be determined,exercised and enforced hereunder subject in all
respects to such modification and amendment, and all the terms and conditions of any such Sup-
plemental Resolution shall be and be deemed to be part of the terms and conditions of the Resolution
or such Supplemental Resolution for any and all purposes.
SECTION 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City or the
Trustee may determine that Bonds executed and delivered after the effective date of a Supplemental
Resolution adopted as provided in this article shall bear a notation,by endorsement or otherwise,in
form approved by the City,as to the modification or amendment provided for by such Supplemental
Resolution. In that case,upon demand of the Holder of any Bond Outstanding at such effective date
and presentation of his Bond for the purpose at the principal corporate trust office of the Trustee or
at such other office as the City may select and designate for that purpose,a suitable notation shall be
made on such Bond. The City may determine that new Bonds,so modified as in the opinion of the
City is necessary to conform to such Supplemental Resolution, shall be prepared, executed and
delivered. In that case,upon demand of the Holder of any Bond then Outstanding,such new Bonds
shall be exchanged at the principal corporate trust office of the Trustee without cost to any Bond-
holder,for Bonds then Outstanding,upon surrender of such Bonds with all unmatured coupons apper-
taining thereto.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS
SECTION 9.01. Events of Default. If one or more of the following events occur,it is hereby declared
to constitute an"event of default":
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(a) failure to make the due and punctual payment of the principal or Redemption Price of
any Bond when and as the same shall become due and payable,whether at maturity as therein
expressed,by proceedings for redemption,by declaration or otherwise;
(b) failure to make the due and punctual payment of any installment of interest on any
Bond or any Sinking Fund Installment when and as such interest installment or Sinking Fund
Installment shall become due and payable;
(c) failure by the City to observe any of the covenants,agreements or conditions on its part
in the Resolution or in the Bonds contained,and failure to remedy the same for a period of sixty
days after written notice thereof,specifying such failure and requiring the same to be remedied,
shall have been given to the City by the Trustee,or to the City and the Trustee by the Holders
of not less than twenty-five per cent in aggregate principal amount of the Bonds at the time Out-
standing;or
(d) if the City shall file a petition seeking a composition of indebtedness under the Federal
Bankruptcy laws,or under any other applicable law or statute of the United States of America or
of the State of Utah.
SECTION 9.02. Acceleration. (a) Upon the occurrence of an event of default,unless the principal of
all the Bonds shall have already become due and payable,the Trustee may,or the Holders of not less
than twenty-five per cent in aggregate principal amount of the Bonds at the time Outstanding shall be
entitled,upon notice in writing to the City,to declare the principal of all of the Bonds then Outstand-
ing,and the interest accrued thereon,to be due and payable immediately,and upon such declaration
the same shall become and shall be immediately due and payable,anything in the Resolution or in the
Bonds contained to the contrary notwithstanding.
(b) The right of the Trustee or of the Holders of not less than twenty-five per cent in aggregate
principal amount of the Bonds at the time Outstanding to make any such declaration as aforesaid,
however,is subject to the condition that if,at any time after such declaration,all overdue installments
of interest upon the Bonds,together with the reasonable and proper charges,expenses and liabilities
of the Trustee,and all other sums then payable by the City under the Resolution(except the principal
of,and interest accrued since the next preceding interest date on,the Bonds due and payable solely by
virtue of such declaration)shall either be paid by or for the account of the City or provision satisfac-
tory to the Trustee shall be made for such payment,and all defaults under the Bonds or under the
Resolution(other than the payment of principal and interest due and payable solely by reason of such
declaration)shall be made good or he secured to the satisfaction of the Trustee or provision deemed
by the Trustee to be adequate shall be made therefor,then and in every such case the Holders of not
less than fifty per cent in aggregate principal amount of the Bonds at the time Outstanding,by writ-
ten notice to the City and to the Trustee,may rescind such declaration and annul such default in its
entirety, or, if the Trustee shall have acted without a direction from the Holders of not less than
twenty-five per cent in aggregate principal amount of the Bonds at the time Outstanding at the time
of such request,and if there shall not have been theretofore delivered to the Trustee written direction
to the contrary by the Holders of not less than fifty per cent in aggregate principal amount of the
Bonds then Outstanding,then any such declaration shall ipso facto be deemed to be rescinded and any
such default and its consequences shall ipso facto be deemed to be annulled,but no such rescission and
annulment shall extend to or affect any subsequent default or impair or exhaust any right or power
consequent thereon.
SECTION 9.03. Accounting and Examination of Records after Default. The City covenants that if an
event of default shall have happened and shall not have been remedied,the books of record and ac-
counts of the City and all other records of the City relating to the City Airports shall at all times be
subject to the inspection and use of the Trustee and of its agents and attorneys. The City covenants
that if an event of default shall happen and shall not have been remedied,the City,upon demand of
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the Trustee, will account,as if it were the trustee of an express trust, for all Revenues and other
moneys,securities and funds pledged or held under the Resolution for such period as shall be stated in
such demand.
SECTION 9.04. Application of Revenues and Other Moneys after Default.
(a) During the continuance of an event of default,the Trustee shall apply such Revenues and
such moneys,securities and funds and the income therefrom as follows and in the following order:
(i) to the payment of the reasonable and proper charges and expenses of the Trustee and the
reasonable fees and disbursements of its counsel;
(ii) to the payment of the Operation and Maintenance Costs;
(iii) to the payment of the interest and principal or Redemption Price then due on the
Bonds,subject to the provisions of Section 6.16,as follows:
(A) unless the principal of all of the Bonds shall have become or have been declared due
and payable,
FIRST: To the payment to the persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments,and,if the amount available
shall not be sufficient to pay in full any installment or installments maturing on the .
same date,then to the payment thereof ratably,according to the amounts due thereon,
to the persons entitled thereto,without any discrimination or preference;and
SECOND: To the payment to the persons entitled thereto of the unpaid principal or
Redemption Price of any Bonds which shall have become due, whether at maturity or
by call for redemption,in the order of their due dates,and,if the amount available shall
not be sufficient to pay in full all the Bonds due on any date,then to the payment there-
of ratably,according to the amounts of principal or Redemption Price due on such date,
to the persons entitled thereto,without any discrimination or preference.
(B) if the principal of all of the Bonds shall have become or have been declared due and
payable,to the payment of the principal and interest then due and unpaid upon the Bonds
without preference or priority of principal over interest or of interest over principal,or of
any installment of interest over any other installment of interest,or of any Bond over any
other Bond,ratably,according to the amounts due respectively for principal and interest,to
the persons entitled thereto without any discrimination or preference.
(b) If and whenever all overdue installments of interest on all Bonds,together with the reason-
able and proper charges and expenses of the Trustee,and all other sums payable by the City under
the Resolution,including the principal and Redemption Price of and accrued unpaid interest on all
Bonds which shall then he payable by declaration or otherwise,shall either be paid by or for the ac-
count of the City,or provision satisfactory to the Trustee shall be made for such payment,and all
defaults under the Resolution or the Bonds shall be made good or secured to the satisfaction of the
Trustee or provision deemed by the Trustee to be adequate shall be made therefor,the Trustee shall
pay over to the City all such Revenues then remaining unexpended in the hands of the Trustee(ex-
cept Revenues deposited or pledged,or required by the terms of the Resolution to be deposited or
pledged,with the Trustee),and thereupon the City and the Trustee shall be restored,respectively,to
their former positions and rights under the Resolution,and all Revenues shall thereafter be applied as
provided in Article V. No such payment over to the City by the Trustee or resumption of the applica-
tion of Revenues as provided in Article V shall extend to or affect any subsequent default under the
Resolution or impair any right consequent thereon.
SECTION 9.05. Trustee to Represent Bondholders. The Trustee is hereby appointed(and the succes-
sive Holders of the Bonds and interest coupons,by taking and holding the same,shall be conclusively
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deemed to have so appointed the Trustee)as trustee to represent the Bondholders in the matter of
exercising and prosecuting on their behalf such rights and remedies as may be available to such
Holders under the provisions of the Bonds and the Resolution,as well as under the Act or other provi-
sions of applicable law. Upon any default or other occasion giving rise to a right in the Trustee to
represent the Bondholders,the Trustee.may(but shall not be obligated to)take such action as may
seem appropriate to it, including any available remedy by suit at law or in equity to enforce the
payment of the principal and Redemption Price of and interest on Bonds then Outstanding,and,upon
the request in writing of the Holders of twenty-five per cent in aggregate principal amount of the
Bonds then Outstanding, which request shall specify such default or occasion and the action to be
taken by the Trustee,and upon being furnished with indemnity satisfactory to it, the Trustee shall
take such action on behalf of the Bondholders as may have been requested;provided,however, that(i)
such request shall not be in conflict with any statute,rule of law or with the Resolution,and(ii)the
Trustee may take any other action deemed proper by it which is not inconsistent with such request.
All rights of action and claims under the Resolution or the Bonds or coupons may be prosecuted and
enforced by the Trustee without the possession of any of the Bonds or coupons or the production there-
of in any proceeding relating thereto.
SECTION 9.06. Non-Waiver. Nothing in this article or in any other provision of the Resolution,or
in the Bonds or in the coupons,shall affect or impair the obligation of the City,which is absolute and
unconditional,to pay the principal and Redemption Price of and interest on the Bonds to the respec-
tive Holders of the Bonds and coupons at the respective dates of maturity,or upon call for redemp-
tion,as herein provided,out of the Revenues and other moneys,securities and funds herein pledged
for such payment,or affect or impair the right of action,which is also absolute and unconditional,of
such Holders to institute suit to enforce such payment by virtue of the contract embodied in the
Bonds and coupons. No delay or omission of the Trustee or of any Holder of the Bonds or coupons to
exercise any right or power arising upon the happening of 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 an acquiescence
therein,and every power and remedy given by this article to the Trustee or to the Holders of Bonds
may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the
Holders of the Bonds.
SECTION 9.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trus-
tee or to the Holders of Bonds is intended to be exclusive of any other remedy,and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or here-
after existing,at law or in equity or by statute or otherwise,and may be exercised at any time or from
time to time,and as often as may be necessary, by the Holder of any one or more of the Bonds or
coupons appertaining thereto. Nothing herein contained shall permit the levy of any attachment or
execution upon any of the properties of the City,nor shall any properties of the City be subject to for-
feiture by reason of any default hereunder, it being expressly understood and agreed by each and
every Bondholder by the acceptance of any Bond that the rights of all such Bondholders are limited
and restricted to the use and application of Revenues and other moneys,securities and funds pledged
under the Resolution in accordance with the terms of the Resolution.
ARTICLE X
DEPOSITS AND INVESTMENT OF FUNDS
SECTION 10.01. Deposits.
(a) All moneys held by the Trustee under the provisions of the Resolution shall be deposited with
the Trustee. All moneys held by the City under the Resolution shall be deposited in one or more
Depositaries in the name of the City. All moneys deposited under the provisions of the Resolution
with the Trustee or any Depositary shall be held in trust and applied only in accordance with the
provisions of the Resolution, and each of the Funds established by the Resolution shall be a trust
fund for the purposes thereof.
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(b)Each Depositary shall be a bank or trust company organized under the laws of any state of
the United States or a national banking association,having capital stock,undivided profits and sur-
plus aggregating at least$10,000,000,and willing and able to accept the office on reasonable and cus-
tomary terms and authorized by law to act in accordance with the provisions of the Resolution.
(c)All Revenues and other moneys held by any Depositary under the Resolution may be placed
on demand or time deposit,if and as directed by the City,provided that such deposits shall permit the
moneys so held to be available for use at the time when needed. The City and the Trustee shall not
be liable for any loss or depreciation in value resulting from any investment made pursuant to the Res-
olution. Any such deposit may be made in the commercial banking department of any Fiduciary
which may honor checks and drafts on such deposit with the same force and effect as if it were not
such Fiduciary. All moneys held by any Fiduciary,as such,may be deposited by such Fiduciary in
its banking department on demand or,if and to the extent directed by the City and acceptable to such
Fiduciary, on time deposit, provided that such moneys on deposit he available for use at the time
when needed. Such Fiduciary shall allow and credit on such moneys such interest,if any,as it cus-
tomarily allows upon similar funds of similar size and under similar condition or as required by law.
(d)All moneys held under the Resolution by the Trustee or any Depositary shall be continuously
and fully secured for the benefit of the City and the Holders of the Bonds and coupons,by direct ob-
ligations of or obligations guaranteed by the United States of America having a market value(exclu-
sive of accrued interest)not less than the amount of such moneys in such manner as may then be
required by applicable laws and regulations of the United States of America or the State of Utah and
applicable state laws and regulations of the state in which the Trustee or Depositary is located,
regarding security for,or granting a preference in the case of,the deposit of trust funds;provided,how-
ever,that it shall not be necessary for the Fiduciaries to give security under this subsection(d)for the
deposit of any moneys with them held in trust and set aside by them for the payment of the principal
or Redemption Price of or interest on any Bonds,or for the Trustee or any Depositary to give securi-
ty for any moneys which shall be represented by obligations or certificates of deposit purchased as an
investment of such moneys.
(e) All moneys deposited with the Trustee and each Depositary shall be credited to the particular
Fund or Account to which such moneys belong; provided, however, nothing herein contained shall
prohibit the City from directing the Trustee or a Depositary by a Written Request of the City to
make inter-Fund or Account transfers of investments at the market value of the investments so trans-
ferred,as such market value shall be determined by the City at the time of transfer and set forth in
the Written Request. The Trustee shall be entitled to rely on the determination set forth in the
Written Request.
SECTION 10.02. Investment of Funds.
(a) Moneys held in any Fund or Account shall be invested and reinvested by the City or the
Trustee to the fullest extent practicable in Investment Securities which mature not later than such
times as shall be necessary to provide moneys when needed for payments to be made from such Fund
or Account;provided,however,that the Trustee shall make such investments only in accordance with
instructions received from an Authorized Officer of the City.
(b) All moneys earned as an investment of moneys in the Construction Fund shall be retained
therein. Net interest earned on any moneys or investments in the Revenue Fund, the Bond Service
Account in the Principal and Interest Fund, the Renewal and Replacement Fund and the Surplus
Fund shall be transferred to the Revenue Fund. Whenever the Debt Service Reserve Account is in its
full required amount,net interest earned on any moneys or investments in the Debt Service Reserve
Fund shall be transferred to the Revenue Fund, otherwise to be retained therein as provided in
Section 5.07(b).
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ARTICLE XI
DEFEASANCE
SECTION 11.01. Discharge of Indebtedness.
(a) If the City shall pay or cause to be paid,or there shall otherwise be paid,to the Holders of all
Bonds and coupons the principal or Redemption Price,if applicable,and interest due or to become
due thereon,at the times and in the manner stipulated therein and in the Resolution,then the pledge
of any Revenues, and other moneys, securities and funds pledged under the Resolution and all
covenants,agreements and other obligations of the City to the Bondholders, shall thereupon cease,
terminate and become void and be discharged and satisfied. In such event,the Trustee shall cause an
accounting for such period or periods as shall be requested by the City to be prepared and filed with
the City and,upon the request of the City,shall execute and deliver to the City all such instruments
as may be desirable to evidence such discharge and satisfaction,and the Fiduciaries shall pay over or
deliver to the City all moneys or securities held by them pursuant to the Resolution which are not
required for the payment of principal or Redemption Price,if applicable,on Bonds or payments of
coupons not theretofore surrendered for such payment or redemption. If the City shall pay or cause
to be paid,or there shall otherwise be paid,to the Holders of any Outstanding Bonds and the coupons
appertaining thereto the principal or Redemption Price,if applicable,and interest due or to become
due thereon,at the times and in the manner stipulated therein and in the Resolution,such Bonds shall
cease to be entitled to any lien, benefit or security under the Resolution,and all covenants,agree-
ments and obligations of the City to the Holders of such Bonds shall thereupon cease,terminate and
become void and be discharged and satisfied.
(b) Bonds or coupons or interest installments for the payment or redemption of which moneys
shall have been set aside and shall be held in trust by the Fiduciaries(through deposit by the City of
funds for such payment or redemption or otherwise)at the maturity or redemption date thereof shall
be deemed to have been paid within the meaning and with the effect expressed in subsection(a)of this
section. All Outstanding Bonds of any Series and all coupons appertaining to such Bonds shall prior
to the maturity or redemption date thereof be deemed to have been paid within the meaning and with
the effect expressed in subsection(a)of this section if(1)in case any of said Bonds are to be redeemed
on any date prior to their maturity,the City shall have given to the Trustee in form satisfactory to it
irrevocable instructions to publish as provided in Article IV notice of redemption of such Bonds on
said date, (2)there shall have been deposited with the Trustee either moneys in an amount which
shall be sufficient, or Investment Securities (including any Investment Securities issued or held in
book-entry form on the books of the Department of the Treasury of the United States of America)the
principal of and the interest on which when due will provide moneys which,together with the moneys,
if any,deposited with the Trustee at the same time,shall be sufficient,to pay when due the principal
or Redemption Price,if applicable,and interest due and to become due on said Bonds on and prior to
the redemption date or maturity date thereof,as the case may be, without rendering the interest on
said Bonds taxable under the Internal Revenue Code of the United States,and(3)in the event said
Bonds are not by their terms subject to redemption within the next succeeding 60 days,the City shall
have given the Trustee in form satisfactory to it irrevocable instructions to publish, as soon as
practicable, at least twice, at an interval of not less than seven days between publications, in a
Financial Newspaper or Journal of general circulation in New York,New York,and in the same or a
similar Financial Newspaper or Journal of general circulation in San Francisco,California,and in the
same or a similar Financial Newspaper or Journal of general circulation in Chicago,Illinois,a notice
to the Holders of such Bonds and coupons that the deposit required by(2)above has been made with
the Trustee and that said Bonds and coupons are deemed to have been paid in accordance with this
section and stating such maturity or redemption date upon which moneys are to be available for the
payment of the principal or Redemption Price, if applicable, on said Bonds. Neither Investment
• Securities nor moneys deposited with the Trustee pursuant to this section nor principal or interest
payments on any such Investment Securities shall be withdrawn or used for any purpose other than,
41
•
and shall be held in trust for, the payment of the principal or Redemption Price,if applicable,and
interest on said Bonds;provided that any cash received from such principal or interest payments on
such Investment Securities deposited with the Trustee,if not then needed for such purpose,shall,to
the extent practicable, he reinvested in Investment Securities maturing at times and in amounts
sufficient to pay when due the principal or Redemption Price,if applicable,and interest to become due
on said Bonds on and prior to such redemption date or maturity date thereof,as the case may be,and
interest earned from such reinvestments shall be paid over to the City,as received by the Trustee,
free and clear of any trust,lien or pledge. For the purposes of this section,Investment Securities shall
mean and include only such securities as are described in clauses (i) and (iii) of the definition of
"Investment Securities" in Section 1.01 which shall not be subject to redemption prior to their
maturity.
SECTION 11.02. Unclaimed Moneys. Anything in the Resolution to the contrary notwithstanding,
any moneys held by a Fiduciary in trust for the payment and discharge of any of the Bonds or
coupons which remain unclaimed for six years after the date when such Bonds have become due and
payable,either at their stated maturity dates or by call for earlier redemption,if such moneys were
held by the Fiduciary at such date, or for six years after the date of deposit of such moneys if
deposited with the Fiduciary after the said date when such Bonds become due and payable,shall,at
the Written Request of the City,be repaid by the Fiduciary to the City,as its absolute property and
free from trust,and the Fiduciary shall thereupon be released and discharged with respect thereto and
the Bondholders shall look only to the City for the payment of such Bonds and coupons;provided,
however,that before being required to make any such payment to the City,the Fiduciary shall,at the
expense of the City,cause to be published at least twice,at an interval of not less than seven days
between publications,in a Financial Newspaper or Journal of general circulation in New York,New
York, and in the same or a similar Financial Newspaper or Journal of general circulation in San
Francisco,California,and in the same or a similar Financial Newspaper or Journal of general circu-
lation in Chicago,Illinois,a notice that said moneys remain unclaimed and that,after a date named
in said notice,which date shall be not less than thirty days after the date of the first publication of
such notice,the balance of such moneys then unclaimed will be returned to the City.
ARTICLE XII
MISCELLANEOUS
SECTION 12.01. Limited Liability of City. Notwithstanding anything in the Resolution contained,
the City shall not be required to advance any moneys derived from any source of income other than
the Revenues and other moneys,securities and funds pledged under the Resolution for the payment of
the principal or Redemption Price of or interest on the Bonds or for the operation and maintenance of
the City Airports. Nevertheless, the City may, but shall not be required to,advance for any of the
purposes hereof any funds of the City which may be available to it for such purposes.
SECTION 12.02. Benefits of Resolution Limited to Parties. Nothing in the Resolution,expressed or
implied,is intended to give to any person other than the City,the Trustee,the Paying Agents and the
Holders of the Bonds and coupons,any right,remedy or claim under or by reason of the Resolution.
Any covenants,stipulations,promises or agreements in the Resolution contained by and on behalf of
the City shall be for the sole and exclusive benefit of the Trustee,the Paying Agents and the Holders
of the Bonds and coupons.
SECTION 12.03. Successor is Deemed Included in All References to Predecessor. Whenever in the Res-
olution either the City or the Trustee or any Paying Agent is named or referred to, such reference
shall be deemed to include the successors or assigns thereof,and all the covenants and agreements in
the Resolution contained by or on behalf of the City,the Trustee or any Paying Agent shall bind and
inure to the benefit of the respective successors and assigns thereof whether so expressed or not.
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•
SECTION 12.04. Execution of Documents by Bondholders. Any request, declaration or other in-
strument which the Resolution may require or permit to be executed by Bondholders may be in one or
more instruments of similar tenor,and shall be executed by Bondholders in person or by their attor-
neys appointed in writing.
•
Except as otherwise expressly provided,the fact and date of the execution by any Bondholder or
his attorney of such request,declaration or other instrument,or of such writing appointing such attor-
ney,may be proved by the certificate of any notary public or other officer authorized to take acknowl-
edgments of deeds to be recorded in the state in which lie purports to act,that the person signing such
request,declaration or other instrument or writing acknowledged to him the execution thereof,or by
an affidavit of a witness of such execution,duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided,the amount of Bonds transferable by delivery held
by any person executing such request,declaration or other instrument or writing as a Bondholder,and
the numbers thereof,and the date of his holding such Bonds,may be proved by a certificate,which
need not be acknowledged or verified,satisfactory to the Trustee,executed by a trust company,bank
or other depositary,wherever situated,showing that at the date therein mentioned such person had on
deposit with,or exhibited to,such depositary the Bonds described in such certificate. Continued own-
ership after the date of deposit stated in such certificate may be proved by the presentation of such
certificate if the certificate contains a statement by the depositary that the Bonds therein referred to
will not be surrendered without the surrender of the certificate to the depositary,except with the con-
sent of the Trustee. The Trustee may nevertheless in its discretion require further or other proof in
cases where it deems the same desirable. The ownership of registered Bonds and the amount.,maturi-
ty,number and date of holding the same shall be proved by the Bond register.
Any request,declaration or other instrument or writing of the Holder of any Bond shall bind all
future Holders of such Bond in respect of anything done or suffered to be done by the City or the
Trustee in good faith and in accordance therewith or in reliance thereon.
SECTION 12.05. Publication for Successive Weeks. Any publication to be made under the provisions
of the Resolution in successive weeks may be made in each instance upon any business day of the
week and need not be made on the same day of any succeeding week or in the same newspaper for any
or all of the successive publications,but may be made in different newspapers.
SECTION 12.06. Waiver of Notice. Whenever in the Resolution the giving of notice by mail or other-
wise is required,the giving of such notice may he waived in writing by the person entitled to receive
such notice,, and in any such case the giving or receipt of such notice shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
SECTION 12.07. Cremation or Destruction of Canceled Bonds. Whenever in the Resolution provision is
made for the surrender to the City of any Bonds or coupons which have been paid or canceled pur-
suant to the provisions of the Resolution,the City may,by a Written Request of the City,direct the
Trustee to cremate or destroy such Bonds or coupons and furnish to the City a certificate of such
cremation or destruction.
SECTION 12.08. Governing Law. The Resolution shall be governed by and construed in accordance
with the laws of the State of Utah.
SECTION 12.09. Article and Section Headings. All references herein to "Articles", "Sections" and
other subdivisions are to the corresponding articles,sections or subdivisions of the Resolution,and the
words"herein","hereof","hereunder"and other words of similar import refer to the Resolution as a
whole and not to any particular article,section or subdivision hereof. The headings or titles of the
several articles and sections hereof,and any table of contents appended to copies hereof,shall be sole-
ly for convenience of reference and shall not affect the meaning,construction or effect of the Resolu-
tion.
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•
•
SECTION 12.10. Partial Invalidity. If any one or more of the covenants or agreements,or portions
thereof,provided in the Resolution on the part of the City(or of the Trustee or of any Paying Agent)
to be performed should be contrary to law, then such covenant or covenants, such agreement or
agreements,or such portions thereof,shall be null and void and shall be deemed separable from the
remaining covenants and agreements or.portions thereof and shall in no way affect the validity of the
Resolution or of the Bonds;but the Bondholders shall retain all the rights and benefits accorded to
them under the Act or any other applicable provisions of law.
Adopted and approved this 17th day of October,1978. /
Mayor
Attte�st::Q n /� �/ /
///deci1.dC (�, .,WPMV
City Recorder
(SEAL)
47
i
•
I,)f,,,kika p,714 ity Recorder of Salt Lake City,Utah,HEREBY CERTIFS.that the
foregoing resolution entitl "Resolution Providing for the Issuance of Airport Revenue Bonds"was
duly adopted by the Board of Commissioners of Salt Lake City on October 17,1978 and became effec-
tive as of said date,that said resolution has been compared by me with the original thereof,recorded
in the minute book of the City and that it is a correct transcript of the whole thereof,and that said
resolution has not been altered,amended or repealed but is in full force and effect.
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the seal of said City this
day of , nn /
City Recur e
(SEAL)
48
MASTER RESOLUTION #81
• Providing for issuance of Air-
. port Revenue Bonds for improve-
ments/extension to Salt Lake
City Airports.
Presented to the Board of Commissioners,
AND PASSED
OCT 171 78
/� i .
—`� r.ITy REcor_•