CHICAGO - O'HARE INTERNATIONAL AIRPORT
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AMENDED AND RESTATED
AIRPORT USE AGREEMENT
TERMINAL FACILITIES LEASE
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NORTH)
L.
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Digitized by the Internet Archive
in 2012 with funding from
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TABLE OF CONTENTS
Page
ARTICLE I
Section
Section
Section
DEFINITIONS
1.01 - Definitions
1.02 - Interpretation
1.03 - Incorporation of Exhibits
2
23
24
ARTICLE II TERM
Section 2.01 - Term of Agreement
25
25
ARTICLE III
GRANT OF RIGHTS
Section 3.01 -
Section 3.02 -
Section 3.03 -
Section 3.04 -
Section 3.05 -
Section 3.06 -
Section 3.07 -
Use of Airfield Area and Aircraft Parking
Areas
Communications Equipment
Use of Exclusive Use Premises
Use of Public Use Premises and Other
Public Areas; Ingress and Egress
Handling Agreements
Construction, Operation and Maintenance
and Use of Fueling System
Restrictions
25
25
28
28
30
31
32
32
ARTICLE IV
Section
Section
Section
LEASE OF TERMINAL FACILITIES
4.01 -
4.02 -
4.03 -
Section 4.04 -
Introduction
Phase I Exclusive Use Premises
Phase II and Phase III Exclusive
Premises
Aircraft Parking Areas
Use
34
34
35
35
38
ARTICLE V
Section
Section
Section
Section
Section
CALCULATION OF RENTALS, FEES, AND CHARGES
5.01
5.02
5.03
5.04
5.05
Section 5.06
Section 5.07
Section 5.08
General Commitment
Terminal Area Rentals
Terminal Area Use Charges
Airline's Prorata Share
Special Allocations of Additional
Terminal Area Debt Service
Landing Fees
Net Cost of Airfield Area
Fueling System Fees
39
39
39
39
42
43
45
46
47
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TABLE OF CONTENTS
Page
ARTICLE VI IDENTIFICATION AND ALLOCATION OF REVENUES AND
EXPENSES 48
Section 6.01 - Debt Service 48
Section 6.02 - Operation and Maintenance Expenses;
Non-Use Agreement Revenues; Investment
Income * 50
Section 6.03 - Airport Development Fund, Emergency
Reserve Fund and Special Capital
Projects Fund Payment Requirements 51
Section 6.04 - Allocation of Terminal Support
Area Net Deficit or Net Revenues 51
Section 6.05 - Allocation of International
Terminal Area Net Deficit or Net Revenues 51
ARTICLE VII PAYMENT OF LANDING FEES, TERMINAL AREA USE
CHARGES AND FUELING SYSTEM FEES 5 2
Section 7.01 - Information on Airline Operations 52
Section 7.02 - Preliminary Projection of Landing Fee
Rate, Terminal Area Use Charges
and Fueling System Fees 52
Section 7.03 - Projection of Landing Fee Rate,
Terminal Area Use Charges and
Fueling System Fees 53
Section 7.04 - No Effect on Capital Project Approval
Process 53
Section 7.05 - Payment of Terminal Area Rentals,
Terminal Area Use Charges,
Landing Fees and Fueling System Fees 53
Section 7.06 - Mid- Year Adjustment of Landing Fee Rate,
Terminal Area Use Charges and Fueling
System Fees 54
Section 7.07 - Final Audit 55
Section 7.0 8 - Place of Payments; Late Payments 56
Section 7.09 - Right to Contest 56
Section 7.10 - Creation of Certain Funds 56
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ARTICLE VIII APPROVAL OF CAPITAL EXPENDITURES; APPROVAL OF
ISSUANCE OF OBLIGATIONS 61
Section 8.01 - Capital Expenditures for Which No Approval
Required 61
Section 8.02 - Issuance of Obligations for Which No
Approval Required 63
Section 8.03 - Notice of Capital Expenditures For Which
No Approval Required 67
Section 8.04 - Notice of Issuance of Obligations For
Which No Approval Required 68
Section 8.05 - Capital Projects and Issuance of
Obligations for Which Majority-in- Interest
Approval is Required 68
Section 8.06 - Method of Obtaining Approval 69
Section 8.0 7 - Issuance of Obligations by Persons Other
Than City 69
ARTICLE IX AIRPORT DEVELOPMENT PLAN; CONSTRUCTION OF CAPITAL
PROJECTS 7
Section 9.01 - Approval of Airport Development Plan 70
Section 9.0 2 - Governmental Approvals 70
Section 9.03 - Plans and Specifications; Terminal
Structure Finish Standards 70
Section 9.04 - Construction 71
Section 9.05 - Airline Cooperation 75
Section 9.06 - Priorities 75
Section 9.07 - Sources of Funds 76
Section 9.08 - Price Level Adjustments 78
Section 9.0 9 - Government Grants-in-Aid 81
Section 9.10 - Additional Costs 82
Section 9.11 - Special Conditions 82
Section 9.12 - Authority to Issue Obligations to Fund
Tenant Improvements 83
Section 9.13 - Authority to Issue Obligations to Reimburse
Certain Airlines for Relocation Costs 84
Section 9.14 - Special Facility Improvements 85
Section 9.15 - Construction of Fueling System 85
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TABLE OF CONTENTS
Page
ARTICLE X AIRPORT DEVELOPMENT FUND 8 5
Section 10.01 - Introduction 85
Section 10.0 2 - Airport Development Fund Payment
Requirements 85
Section 10.0 3 - Airport Development Fund Payment
Requirement Adjustments 86
Section 10.0 4 - Payments out of Airport Development Fund 86
Section 10.05 - Investment of Airport Development Fund 87
ARTICLE XI EMERGENCY RESERVE FUND 88
Section 11.01 - Introduction 88
Section 11.0 2 - Emergency Reserve Fund Payment Requirements 88
Section 11.03 - Payments Out of Emergency Reserve Fund 88
Section 11.0 4 - Investment of Emergency Reserve Fund 89
ARTICLE XII TERMINAL SUPPORT AREA 89
Section 12.01 - Calculation of Net Revenues or Net Deficit 89
of Terminal Support Area
ARTICLE XIII LAND SUPPORT AREA
Section 13.01 - Land Support Area Income and Expenses;
Use and Development 8 9
Section 13.0 2 - Net Revenues of the Land Support Area 91
Section 13.03 - Deposit Into Airport Development Fund;
Credit to Terminal Support Area 91
Section 13.04 - Central Parking Area 92
ARTICLE XIV INTERNATIONAL TERMINAL AREA 93
Section 14.01 - Fees and Charges 93
Section 14.02 - Calculation of Net Revenues or Net Deficit
of International Terminal Area 93
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ARTICLE XV
RESPONSIBILITIES OF AIRLINE
94
Section
Section
Section
Section
Section
Section
Section
Section
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
Section 15.09 -
Maintenance, Replacement and Repair
Modifications to Exclusive Use Premises
Taxes, Licenses and Permits
Installation of Machinery and Equipment
Liens Prohibited
Performance by City upon Failure of Airline
Airline Books and Records
Airline to Maintain its Corporate
Existence? Conditions Under Which
Exceptions Permitted
Qualification in the State of Illinois
94
95
96
96
97
97
97
97
98
ARTICLE XVI OBLIGATIONS OF CITY
98
Section 16.01 - Operation and Maintenance of Airport
Section 16.02 - Performance by Airline upon Failure of City
Section 16.03 - Pursuit of Remedies Against Defaulting
Airline Parties and International Terminal
Area Users
98
99
100
ARTICLE XVII RULES AND REGULATIONS? COMPLIANCE WITH LAWS
Section 17.01 - Rules and Regulations
Section 17.0 2 - Compliance with Laws
101
101
102
ARTICLE XVIII EXERCISE BY CITY OF GOVERNMENTAL FUNCTIONS
Section 18.01 - Governmental Functions
Section 18.02 - No Authority to Conduct Ground
Transportation Business
102
102
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ARTICLE XIX INDEMNITY, INSURANCE AND CONDEMNATION
102
Section 19.01 - Indemnity
Section 19.02 - Insurance Maintained by Airline
Section 19.03 - Insurance Maintained by City
Section 19.0 4 - Use of Insurance Proceeds
Section 19.0 5 - Condemnation
102
10 4
104
10 6
10 7
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TABLE OF CONTENTS
ARTICLE XX BOOKS AND RECORDS OF CITY 10 9
Section 20.01 - City Books and Records 109
ARTICLE XXI QUIET ENJOYMENT 10 9
«
Section 21.01 - Covenant of Quiet Enjoyment 109
ARTICLE XXII SUBLEASE AND ASSIGNMENT 110
Section 22.01 - Sublease and Assignment of Exclusive Use
Premises 110
Section 22.02 - Assignment by City 110
ARTICLE XXIII TRANSITION 111
Section 23.01 - Transfer of Pjnds 111
Section 23.02 - Fiscal Year Preceding Effective Date lli
Section 23.03 - Fiscal Year Beginning With Effective Date 111
ARTICLE XXIV TERMINATION BY CITY 111
Section 24.01 - Events of Default Defined 111
Section 24.02 - Remedies on Default 113
Section 24.03 - No Remedy Exclusive 113
Section 24.04 - Agreement to Pay Attorneys' Fees and
Expenses 114
ARTICLE XXV TERMINATION BY AIRLINE 114
Section 25.01 - Termination by Airline 114
Section 25.02 - Certain Other Agreements
Terminated Upon Termination of this
Agreement 115
Section 25.03 - No Remedy Exclusive 115
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ARTICLE XXVI EQUAL OPPORTUNITY 115
Section 26.01 - Equal Opportunity 115
Section 26.02 - Non-Discrimination 116
Section 26.03 - Prohibition Against Exclusive Rights 117
Section 26.04 - Non-Discrimination in Furnishing Services 117
Section 26.05 - Affirmative Action 117
ARTICLE XXVII MISCELLANEOUS 118
Section 27.01 - Parity of Treatment 118
Section 27.02 - Notices 118
Section 27.03 - Severability 118
Section 27.04 - No Additional Waiver Implied by One Waiver 118
Section 27.05 - Termination of Certain Other Agreements
on Effective Date; Amendments 119
Section 27.06 - Distribution of Funds Upon
Termination 119
Section 27.07 - No Abatement or Set-off 119
Section 27.08 - Provisions Relating to Special
Facility Agreement 120
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I
(
AMENDED AND RESTATED
AIRPORT USE AGREEMENT AND
TERMINAL FACILITIES LEASE
THIS AGREEMENT, dated as of January 1, 198 5, by and
between the City of Chicago, a municipal corporation and home
rule unit of local government organized and existing under the
laws of the State of Illinois ("City"), and The Flying Tiger Line I qc.,
a corporation organized and existing under the laws of the
State of Delaware ( "Airline" ) ,
WITNESSETH :
WHEREAS, City owns and operates the Airport (as
hereinafter defined) and has the power to grant rights and
privileges with respect thereto;
WHEREAS, City and eacn of American Airlines, Inc.,
Delta Air Lines, Inc., Northwest Orient Airlines, Inc., Trans
World Airlines, Inc., United Air Lines, Inc., and USAir, Inc.
have executed an Airport Use Agreement and Terminal Facilities
Lease dated February 1, 1983, as amended by Amendment No. 1
dated April 1, 1983 and Amendment No. 2 dated June 1, 1983
thereto, and City and Ozark Air Lines, Inc. have executed an
Airport Use Agreement and Terminal Facilities Lease dated
May 12, 198 3, as amended by Amendment No. 1 dated May 12, 198 3
and Amendment No. 2 dated June 1, 1983 thereto (collectively,
the "1983 Airport Use Agreement") ;
WHEREAS, City and the Airline Parties (as hereinafter
defined) enumerated above find it necessary and advisable to
further amend and restate the 1983 Airport Use Agreement in
the form of this Amended and Restated Airport Use Agreement and
Terminal Facilities Lease; and
WHEREAS, City and Airline have agreed upon the Airport
Development Plan (as hereinafter defined) and desire to set
forth their agreement regarding the financing and construction
of the facilities and improvements included in the Airport
Development Plan and their respective rights and obligations
regarding the use and operation of the Airport;
NOW, THEREFORE, in consideration of the premises ana
of the mutual covenants and agreements herein contained, City
and Airline agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 - Definitions
The following words, terms and phrases, shall, for
purposes of this Agreement, have the following meanings:
(1) "Additional Footage* means, at any time, for each
Airline Party, that number of square feet of premises equal to
the number of square feet of such Airline Party's Exclusive Use
Premises at such time minus the number of square feet of such
Airline Party's Existing Footage at such time. Except as
otherwise expressly provided in Sections 5.05 and 9.11, all
references to an Airline Party's "Additional Footage,"
"Existing Footage" or "Exclusive Use Premises" shall be
references to premises with respect to which such Airline
Party's Date of Beneficial Occupancy has occurred.
(2) "Agreement" means this Amended and Restated
Airport Use Agreement and Terminal Facilities Lease, as
hereafter amended or supplemented from time to time in
accordance with its terms.
(3) "Air Transportation Business" means the carriage
by aircraft of persons or property as a common carrier for
compensation or hire, or the carriage of mail, by aircraft, in
commerce, as defined in the Federal Aviation Act of 1958, as
amended .
(4) "Aircraft Operator" means the owner, lessee or
operator of an aircraft whether the aircraft so owned, leased
or chartered is used for private, military, pleasure or
governmental operations, or for airline or non-airline
operations, or for scheduled or non-scheduled operations.
"Aircraft Operator" shall not mean the pilot of an aircraft
unless such pilot is also the owner or lessee thereof or a
person to whom such aircraft is chartered.
(5) "Aircraft Parking Areas" means that part of the
Airport defined as such in the definition of "Airfield Area."
(6) "Airfield Area" means the land identified as
Airfield Area on Exhibit D attached hereto, and, except as
otherwise provided herein, all facilities, equipment and
improvements now or hereafter located thereon, including the
following:
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(a) "Aircraft Parking Areas" - those areas
adjacent to the Terminal Structures,
the International Terminal Structures,
and the general aviation building
designated for the exclusive and
non-exclusive parking, loading and
unloading of aircraft;
(b) "Runways" - runways at the Airport for
the landing and taking-off of aircraft;
(c) "Taxiways" - taxiways and taxilanes at
the Airport for the ground movement of
aircraft to, from and between the
Runways, Aircraft Parking Areas, and
other portions of the Airport; and
(d) "Facilities incidental to the Runways,
Aircraft Parking Areas, and Taxiways" -
facilities for the purpose of
controlling and assisting arrivals,
departures and operations of aircraft
using the Airport, such as control
towers operated and maintained by the
FAA, signals, beacons, wind indicators,
flood lights, landing lights, boundary
lights, construction lights, radio and
electronic aids or other aids to opera-
tions, navigation or ground control of
aircraft whether or not of a type herein
mentioned and even though located away
from the rest of the Airfield Area.
At such time as the portion of the Airfield Area designated for
use in the future as an international terminal facility is used
for such purpose, such portion shall be included in the
International Terminal Area and excluded from the Airfield
Area. Debt Service allocated to the Airfield Area shall also
include the Debt Service on Capital Projects, or allocable
portions thereof, which are not located on the land identified
as Airfield Area on Exhibit D but which are nevertheless
allocated to the Airfield Area in the Airport Development
Plan.
(7) "Airline-Funded Cost" means, for each Capital
Project described in the Airport Development Plan, the amount
set forth opposite such Capital Project in the Airport
Development Plan, as such amount may be adjusted pursuant to
Article IX.
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(8) "Airline Party" means, at any time, Airline and
each other person actively engaged in the Air Transportation
Business at the Airport who then has an Airport Use Agreement
in effect with City.
(9) "Airline's Aircraft Parking Area" means, at any
time, the Aircraft Parking Areas designated in Section 4.04(a)
hereof for Airline's exclusive use at such time.
(10) "Airlines' Representative" means the person so
designated by a Majority-in-Interest by written notice to the
Commissioner. Any such designation of the Airlines'
Representative shall remain in effect until revoked or modified
by a Majority-in-Interest by written notice to the Commissioner.
(11) "Airport" means Chicago-O'Hare International
Airport as shown on Exhibit A attached hereto, together with
any additions thereto, or improvements or enlargements thereof,
hereafter made, but any land, rights-of-way, or improvements
which are now or hereafter owned by or are part of the
transportation system operated by the Chicago Transit
Authority, or any successor thereto, wherever located within
the boundaries of the Airport, shall not be deemed to be part
of the Airport.
(12) "Airport Development Fund" means the Airport
Development Fund created under Section 7.10 and described in
Article X.
(13) "Airport Development Plan" means the plan
attached hereto as Exhibit B, showing certain Capital Projects
to be constructed at the Airport.
(14) "Airport Fees and Charges" means, for any Fiscal
Year, all rentals, charges and fees payable by all Airline
Parties for such Fiscal Year, after adjustment pursuant to the
Final Audit for such Fiscal Year, (a) pursuant to an Airport
Use Agreement, and, if -appropriate, (b) pursuant to a Special
Facility Financing Arrangement to the extent rentals, charges
and fees paid pursuant thereto are for the purpose of paying
Special Facility Revenue Bond and Other Debt Service.
(15) "Airport Fund" means the Airport Fund created
under Section 7.10.
(16) "Airport Use Agreement" means (a) this Agreement,
(b) each other airport use agreement and terminal facilities
lease, with respect to the Airport, substantially the same
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(except with respect to the Exclusive Use Premises and
Airline's Aircraft Parking Area described therein) and having
the same expiration date as this Agreement, and (c) in the case
of an all-cargo carrier, its airport use agreement, with
respect to the Airport, substantially the same (except with
respect to the Exclusive Use Premises and Airline's Aircraft
Parking Area described therein) and having the same expiration
date as this Agreement, together with a cargo facilities lease
of no shorter duration than such airport use agreement; in eacn
case as amended or supplemented Horn time to time.
(17) "Approved Maximum Landing Weight" means, for any
aircraft operated by Airline, the maximum landing weight of
such aircraft as set forth in Airline's FAA-approved operating
manual.
(18) "Capital Expenditure" means an expenditure for
the acquisition, construction or equipping of a Capital Project,
together with related design, architectural and engineering
fees and costs.
(19) "Capital Project" means a capital improvement at
the Airport, or the acquisition of land beyond the then-current
boundaries of the Airport for use as a part of the Airport. -
(20) "Commissioner" means the Commissioner of the
Department of Aviation of City, or any successor to the duties
of such official.
(21) "Concession Revenues" means, for any Fiscal Year,
rentals, charges and fees of any kind or nature payable to City
during such Fiscal Year from tenants, licensees, permittees, or
other operators at the Airport, for the right to use premises
at the Airport to sell or lease merchandise, services or other
intangibles, including, but not limited to, restaurants, Dars,
car rental agencies, news stands, gift shops, specialty shops,
advertising displays, insurance sales facilities, public tele-
phones, facilities for'the furnishing of ground transportation
services, hotels and parking areas; provided, however, that
Concession Revenues shall not include (a) any such rentals,
charges or fees derived from the Land Support Area or the
International Terminal Area, (b) Airport Fees and Charges, (c)
terminal rentals or landing fees of non-Airline Parties, (d)
fees and charges under fueling facility agreements, or (e) the
proceeds of any tax levied at the Airport.
(22) "Construction Fund" means the Construction Fund
created under Article IV of the General Airport Revenue Bond
Ordinance.
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(23) "Cost-Revenue Centers" (sometimes abbreviated as
"CRCs") means those areas of the Airport grouped together for
the purposes of accounting for Revenues, O&M Expenses and Debt
Service, and for calculating Airport Fees and Charges. The
CRCs named in this Agreement, taken together, comprise the
entire Airport, and are the Terminal Area, the Airfield Area,
the International Terminal Area, the Terminal Support Area, the
Fueling System and the Land Support Area.
(24) "Date of Beneficial Occupancy" means, with
respect to Airline's Exclusive Use Premises, the earlier of (a)
the date on which such premises are certified by City to be
usable by Airline for the conduct of its Air Transportation
Business, pursuant to written notice given by City to Airline;
provided, however, that (i) if the construction of such premises
is to be completed after the Effective Date, such premises
shall not be certified to be so usable until construction of
such premises is substantially complete, and until Airline has
had reasonably sufficient time to render such premises usable
for the conduct of its Air Transportation Business, (ii) if
such premises are already constructed and occupied by another
person prior to occupancy by Airline, such premises shall not
be certified to be so usable until vacated by such other person
occupying such premises (including any Airline Party whose
Phase I or Phase II Exclusive Use Premises include such
premises) and until Airline has had reasonably sufficient time
to render such premises usable for the conduct of its Air
Transportation Business, and (iii) failure by Airline to
complete tenant improvements in a timely manner shall not be
the basis for City determining that such premises are not
usable for an Air Transportation Business, and (b) the date on
which Airline first occupies such premises and conducts its Air
Transportation Business therein pursuant to Section 4.03(b).
(25) "Debt Service" means, for any Fiscal Year, the
aggregate of (a) General Airport Revenue Bond Debt Service
payable for such Fiscal Year, (b) Special Facility Revenue Bond
and Other Debt Service -payable for such Fiscal Year, and (c) at
any time when the General Airport Revenue Bond Ordinance is not
in effect, principal payments, interest payments, fund deposit
requirements (other than construction fund deposits
requirements) and amounts payable as a result of debt service
coverage requirements on obligations issued by City pursuant to
Article VIII other than Special Facility Revenue Bonds. In
addition, for purposes of this Agreement, "Debt Service" snail
include all payments made under any and all agreements
providing for the lease or acquisition of the Buses, identified
in the Airport Development Plan as Capital Project TA-lO(b),
exclusive of amounts attributable under such agreements to the
O&M Expenses of such Buses.
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(26) "Debt Service Fund" means the Debt Service Fund
created under Section 501 of the General Airport Revenue Bond
Ordinance.
(27) "Debt Service Reserve Fund" means the Deot
Service Reserve Fund created under Section 501 of the General
Airport Revenue Bond Ordinance.
(28) "Effective Date" means the Effective Date as
described in Section 2.01.
(29) "Emergency Reserve Fund" means the Emergency
Reserve Fund created under Section 7.10 and described in
Article XI.
(30) "Enplaned- Passengers" means all originating and
on-line transfer and off-line transfer revenue passengers.
(31) "Event of Default" means, with respect to each
Airline Party, an Event of Default, as defined in Article XXIV,
with respect to such Airline Party.
(32) "Exclusive Use Premises" means, at any time, for
each Airline Party, those areas and facilities in the Terminal
Area which, pursuant to Article IV of such Airline Party's
Airport Use Agreement, are then leased to such Airline Party
for its exclusive occupancy and use.
(33) "Existing Footage" means, at any time, for each
Airline Party, the number of square feet of premises identified
as Existing Footage in Article IV of such Airline Party's
Airport Use Agreement, increased by such number of square feet
of premises, if any, as may be added to such Airline Party's
Exclusive Use Premises, from time to time, pursuant to Section
8.01(b) .
(34) "Federal Aviation Administration" (sometimes
abbreviated as "FAA") means the Federal Aviation Administration
created under the Federal Aviation Act of 1958, as amended, or
any successor agency thereto.
(35) "Federal Inspection Service Facility" means
facilities provided for the United States Customs Service, the
United States Immigration and Naturalization Service, the
United States Department of Health and Human Services, and tne
United States Department of Agriculture, and any successor
departments or services thereto, for the processing of arriving
international passengers.
\
(36) "Federal Inspection Service Fees" means fees paid ("%
to City for the use of a Federal Inspection Service Facility.
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1
(37) "Fee Landing" means any landing at the Airport
of an aircraft except (a) an aircraft which takes off from the
Airport and, without making a stop at any other airport,
returns to and lands at the Airport because of meteorological
conditions, mechanical or operating causes, or any similar
emergency or precautionary reason, or (b) an aircraft which is
owned by and used exclusively in the service of the United
States of America or the government of any state, territory or
possession thereof or therein.
(38) "Final Audit" means the annual audit report
described in Section 7.07.
(39) "Fiscal Year" means January 1 through December
31 of any year or such other fiscal year as City may adopt for
the Airport.
(40) "Fueling System" means those structures,
improvements and facilities consisting of the existing fueling
system leased under the Fueling System Lease Agreement at the
Airport dated as of January 1, 1959 and the Capital Project
described in the Airport Development Plan as the Fueling
System, all as described on Exhibit H, whicn are located on
land described as Land Support Area on Exhibit G or land
described as Airfield Area on Exhibit D.
(41) "Fueling System Fees" means, with respect to
each Airline Party, the Fueling System Fees calculated pursuant
to Article V of such Airline Party's Airport Use Agreement.
(42) "Fueling System Lease" means the Fueling System
Lease described in Section 3.06.
(43) "Funding Contingency Reserve" means each reserve
calculated pursuant to Section 9.07 for a Priority I Capital
Project or component thereof.
(44) "General Airport Revenue Bond Debt Service"
means, for any Fiscal Year, all amounts of any nature
whatsoever payable for such Fiscal Year, under the General
Airport Revenue Bond Ordinance, into the Debt Service Fund, the
Debt Service Reserve Fund, and the Junior Lien Obligation Deot
Service Fund, and any other payment required pursuant to the
debt service coverage requirements of Section 704 of the
General Airport Revenue Bond Ordinance, reduced by an amount
equal to any interest payable on General Airport Revenue Bonds
during such Fiscal Year from General Airport Revenue Bond
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proceeds and investment income thereon held by or for the
account of City.
(45) "General Airport Revenue Bond Ordinance" means
the 1983 Chicago-O'Hare International Airport General Airport
Revenue Bond Ordinance, attached hereto as Exhibit I, as
adopted by the City Council of City and as hereafter amended or
supplemented from time to time in accordance with its terms and
as necessary to authorize the issuance of General Airport
Revenue Bonds pursuant to Articles VIII and IX. A chart
showing the order of priority of the allocation of Revenues
under the General Airport Revenue Bond Ordinance is attached
hereto as Exhibit 0.
(46) "General Airport Revenue Bonds" means bonds of
City authenticated and delivered pursuant to the General
Airport Revenue Bond Ordinance.
(47) "Government Grants-in-Aid" means those moneys
granted to City by the United States of America or any agency
thereof, or the State of Illinois, or any political subdivision
or agency thereof, to pay for all or a portion of the cost of
Capital Projects; provided, however, that Government
Grants-in-Aid shall not include any payments made for services
rendered at the Airport.
(48) "Ground Transportation System" means the system
operated by City, either directly or through an independent
contractor, and employed in the conveyance of passengers and
employees solely within the boundaries of the Airport, including
all vehicles, equipment, stations, maintenance areas, and
rights-of-way of such system.
(49) "Independent Accountant" means a certified public
accountant selected by City, and approved by Majority-in-
Interest, licensed to practice in the State of Illinois, and
who (a) in the case of an individual, shall not be a director,
officer or employee of "either City or any Airline Party, (b)
shall be satisfactory to the Trustee, if any, and (c) may be
the accountant that regularly audits the books of City or the
Airport.
(50) "Independent Airport Consultant" means a
consultant selected by City, after reasonable notice given to
the Airlines' Representative, with expertise in the
administration, financing, planning, maintenance and operations
of airports and facilities thereof, and who, in the case of an
individual, shall not be a director, officer or employee of
either City or any Airline Party.
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(51) "Independent Architect or Engineer" means an
architect or engineer selected by City, after reasonable notice
given to the Airlines' Representative, authorized to practice
in the State of Illinois, and who, in the case of an
individual, shall not be a director, officer or employee of
either City or any Airline Party.
(52) "International Terminal Area" means the land
identified as International Terminal Area on Exhibit E attached
hereto, and, except as otherwise provided herein, all structures
and improvements now or hereafter located thereon, including
the following:
(a) "International Terminal Structures" -
international passenger terminal
buildings, including concourses, hold
areas and all connecting structures,
Federal Inspection Service Facilities,
passenger walkways and tunnels;
excluding, however, such portions
thereof as may be set aside to accom-
modate the Ground Transportation System;
(b) "FIS Relocation Facility" - that
facility used as a Federal Inspection
Service Facility as provided in the
Airport Development Plan; and
(c) "Heating and Refrigeration Plant" - such
portion of the heating and refrigeration
plant at the Airport as is designated as
part of the International Terminal Area
in the Airport Development Plan, and all
ducts, pipes and other utility connec-
tions with International Terminal
Structures.
Any International Terminal Structure or FIS Relocation Facility
shall be part of the International Terminal Area only so long
as such structure or facility is used as an international
terminal facility. Debt Service allocated to the International
Terminal Area shall also include the Debt Service on Capital
Projects, or allocable portions thereof, which are not located
on the land identified as International Terminal Area on
Exhibit E but which are nevertheless allocated to the
International Terminal Area in the Airport Development Plan,
and shall exclude the Debt Service on those Capital Projects,
or allocable portions thereof, which are located on such land
<
(
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but which are allocated to the Terminal Area in the Airport
Development Plan.
(53) "International Terminal Area Airline Party"
means each person actively engaged in the Air Transportation
Business who has signed a lease and airport use agreement for
the use of the International Terminal Area having a term of not
less than ten (10) years.
(54) "Investment Income" means any interest accruing
on, and any profit realized from the investment of, moneys in
the Debt Service Fund, the Debt Service Reserve Fund, the Junior
Lien Obligation Debt Service Fund, and any debt service reserve
fund established under any ordinance or resolution authorizing
the issuance of Junior Lien Obligations, or, at any time when
the General Airport Revenue Bond Ordinance is not in effect, in
similar funds created pursuant to any ordinance or resolution
authorizing the issuance of obligations issued by City pursuant
to Article VIII other than Special Facility Revenue Bonds.
(55) "Junior Lien Obligations" means any bonds, notes
or evidences of indebtedness issued by City pursuant to Article
VIII, other than General Airport Revenue Bonds or Special
Facility Revenue Bonds, including obligations issued by City as
permitted by Section 705 of the General Airport Revenue Bond
Ordinance.
(56) "Junior Lien Obligation Debt Service Fund" means
the Junior Lien Obligation Debt Service Fund created under
Section 501 of the General Airport Revenue Bond Ordinance.
(57) "Land Support Area" means the land and air
rights identified as Land Support Area on Exhibit G attached
hereto, and, except as otherwise provided herein, all
structures, improvements, facilities, roads and utilities now
or hereafter located thereon.
(58) "Landing Fee Rate" means the Landing Fee Rate
established pursuant to Article V.
(59) "Landing Fees" means, with respect to each
Airline Party, the Landing Fees calculated pursuant to Article
V of such Airline Party's Airport Use Agreement.
(60) "Maintenance Reserve Fund" means the Maintenance
Reserve Fund created under Section 7.10.
(61) "Majority-in-Interest" means, during any Fiscal
Year, either (a) any five or more Airline Parties which, in tne
aggregate, paid sixty percent (60%) or more of Airport Fees and
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Charges paid by all Airline Parties for the preceding Fiscal
Year, or (b) any numerical majority of Airline Parties which,
in the aggregate, paid fifty percent (50%) or more of Airport
Fees and Charges paid by all Airline Parties for the preceding
Fiscal Year. Solely for the purpose of determining a Majority-
in-Interest, no airline shall be deemed to be an Airline Party
so long as an Event of Default with respect to such Airline
Party has occurred and is continuing, and City has given
written notice of such Event of Default to sucn Airline Party.
Whenever the approval of or an action by a Majority-in-Interest
is required hereunder, it shall be evidenced in writing by the
Airlines* Representative.
(62) "1959 Airport Use Agreement" means the airport
use agreement, if any, with respect to the Airport entered into
between City and Airline, dated as of January 1, 1959.
(63) "1959 Bond Ordinance" means the ordinance
entitled "Ordinance authorizing the issuance of Chicago-O'Hare
International Airport Revenue Bonds Series of 1959 for the
purpose of improving and extending said Airport and providing
for payment of principal and interest on said bonds," adopted
by the City Council of City on December 29, 1958, as
supplemented by ordinances adopted by the City Council of City
on February 16, 1959, February 1, 1961, July 13, 1962, July 21,
1967, June 26, 1968, March 25, 1970, and August 30, 1972,
authorizing, securing, and confirming the sale to the
respective purchasers thereof of the 1959 Bonds.
(64) "1959 Bonds" means, collectively, the revenue
bonds of City, outstanding as of any date of determination,
described as follows:
(a) Chicago-O'Hare International Airport Revenue
Bonds, Series of 1959, dated January 1, 1959,
issued pursuant to Section 2.02 of the 1959 Bond
Ordinance in the original aggregate principal
amount of $120,000,000;
(b) Chicago-O'Hare International Airport Revenue
Bonds, Series A of 1961, dated January 1, 1961,
issued pursuant to Section 2.15 of the 1959 Bond
Ordinance in the original aggregate principal
amount of $2 5,00 0,000;
(c) Chicago-O'Hare International Airport Revenue
Bonds, Series B of 1961, dated January 1, 1961,
issued pursuant to Section 2.15 of the 1959 Bond
Ordinance in the original aggregate principal
amount of $4,000,000;
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(d) Chicago-O'Hare International Airport Revenue
Bonds, Series of 1967, dated July 1, 1967, issued
pursuant to Section 2.16 of the 1959 Bond
Ordinance in the original aggregate principal
amount of $5,000,000;
(e) Chicago-O'Hare International Airport Revenue
Bonds, Series of 1968, dated July 1, 1968, issued
pursuant to Section 2.16 of the 1959 Bond
Ordinance in the original aggregate principal
amount of $18,000,000;
(f) Chicago-O'Hare International Airport Revenue
Bonds, Series of March, 1970, dated March 1,
1970, issued pursuant to Section 2.16 of the 1959
Bond Ordinance in the original aggregate
principal amount of $52,000,000; and
(g) Chicago-O'Hare International Airport Revenue
Bonds, Series of 1972, dated July 1, 1972, issued
pursuant to Section 2.16 of the 1959 Bond
Ordinance in the original aggregate principal
amount of $8,000,000.
(65) "1959 Terminal Lease Agreement" means the lease,
if any, of terminal facilities at the Airport entered into
between City and Airline dated as of January 1, 1959, as
amended and supplemented from time to time.
(66) "Non-Use Agreement Revenues" means, for any
Fiscal Year, all Revenues except (a) Terminal Area Use Charges,
(b) Landing Fees, (c) Fueling System Fees, (d) City deposits
into the Airport Fund or City transfers to the Trustee for
deposit into the Revenue Fund, in either case, for subsequent
deposit into the Airport Development Fund pursuant to Section
13.03, and (e) Investment Income.
(67) "Operation and Maintenance Expenses" (sometimes
abbreviated as "O&M Expenses") means, for any Fiscal Year, the
costs incurred by City in operating and maintaining the Airport
during such Fiscal Year, either directly or indirectly by
allocation to the Airport by City in accordance with the
practices and procedures of City historically used under the
1959 Airport Use Agreement and remaining in effect as of the
Effective Date, including, without limitation:
(a) the following costs and expenses incurred by
City for employees of City employed at the
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Airport, or doing work involving the Airport:
direct salaries and wages (including overtime
pay) , together with payments or costs
incurred for associated payroll expense, such
as union contributions, cash payments to
pension funds, retirement funds or unemploy-
ment compensation funds, life, health,
accident and unemployment insurance premiums,
deposits for self- insurance, vacations ana
holiday pay, and other fringe benefits;
(b) costs of materials, supplies, machinery and
equipment and other similar expenses which,
under generally accepted accounting
principles, are not capitalized;
(c) costs of maintenance, landscaping, decorat-
ing, repairs, renewals and alterations not
reimbursed by insurance, and which, under
generally accepted accounting principles,
are not capitalized;
(d) costs of water, electricity, natural gas,
telephone service and all other utilities
and services whether furnished by City or
purchased by City and furnished by indepen-
dent contractors at or for the Airport;
(e) costs of rentals of equipment or other
personal property;
(f) costs of rentals of real property under
leases approved by a Majority-in-Interest;
(g) costs of premiums for insurance, including
property damage, public liability, burglary,
bonds of employees, workers' compensation,
disability, automobile, and all other insur-
ance covering the Airport or its operations;
(h) Terminal Area Rentals, Terminal Area Use
Charges, Landing Fees, Fueling System Fees
and indemnification payments pursuant to
Section 19. 01 (a) (ii) , (iii) or (iv), unpaid
by any Airline Party when due and reasonably
deemed by City to be uncollectible after
collection efforts have been undertaken by
City in accordance with Section 16.03, but
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only to the extent such rentals, charges and
fees have not been paid out of funds avail-
able therefor in the Emergency Reserve Fund
pursuant to Section 11.03(b), or in the
Airport Development Fund pursuant to Section
10.04(c);
(i) costs incurred in collecting and attempting
to collect any sums due City in connection
with the operation of the Airport?
(j) costs of advertising at or for the Airport;
(k) except to the extent capitalized, compensa-
tion paid or credited to persons or firms
appointed or engaged, from time to time, by
City to render advice and perform
architectural, engineering, construction
management, financial, legal, accounting,
testing or other professional services in
connection with the operation, expansion,
alteration, reconstruction, betterment or
other improvement of the Airport or any of
its structures or facilities;
(1) required deposits into the Maintenance
Reserve Fund and the Operation and
Maintenance Reserve Fund;
(m) except to the extent capitalized, trustees'
fees, paying agents' fees, and all other
fees and expenses incurred in order to
comply with the provisions of any ordinance
or resolution authorizing obligations issued
pursuant to Article VIII;
(n) the liabilities and costs described in
Section 19.01(a) (i); and
(o) all other direct and indirect expenses,
whether similar or dissimilar, which arise
Out of City's operation of the Airport, and
which, under generally accepted accounting
principles, are properly chargeable as
expenses to the Airport, including any taxes
payable by City which may be lawfully
imposed upon the Airport by entities other
than City.
- 15 -
(68) "Operation and Maintenance Fund" means the
Operation and Maintenance Fund created under Section 7.10.
(69) "Operation and Maintenance Reserve Fund" means
the Operation and Maintenance Reserve Fund created under
Section 7.10.
(70) "Phase I Exclusive Use Premises," "Phase II
Exclusive Use Premises," and "Phase III Exclusive Use
Premises," as the case may be, means those premises in the
Terminal Area described as such in Article IV hereof.
(71) "Priority I Capital Project" means a Capital
Project designated as a Priority I Capital Project in the
Airport Development Plan.
(72) "Priority II Capital Project" means a Capital
Project designated as a Priority II Capital Project in the
Airport Development Plan.
(73) "Public Use Premises" means, at any time, those
areas and facilities which, at such time, are part of the
Terminal Area and are not any Airline Party's Exclusive Use
Premises, and which consist of, among other things, common
areas for passenger movement, Terminal Area Concession Areas,
basement areas, City offices and operations areas, public
restrooms, public waiting areas, entrances, exits, cnases,
building support areas not open to the general public (such as
mechanical and electrical areas, janitor closets, and heating
and refrigeration facilities) , and premises which are designed
for exclusive use but are not then leased to any Airline Party
for its exclusive use and occupancy. Public Use Premises shall
be either Type A Public Use Premises or Type B Public Use
Premises.
(74) "Qualified Investments" means:
(a) any direct obligation of, or any obligation tne
full and timely payment of principal of and
interest on which is guaranteed by, the United
States of America;
(b) deposits in interest-bearing time deposits or
certificates of deposit or similar arrangements
issued by any bank or national banking
association, which deposits, to the extent not
insured by the Federal Deposit Insurance
Corporation, shall be secured by obligations
- 16 -
referred to in subsection (a) above or (d) or (e)
below having a current market value (exclusive of
accrued interest) at least equal to one hundred
ten percent (110%) of the amount of such
deposits, marked to market montnly, and which
obligations referred to in subsection (a) above
or (d) or (e) below shall have been deposited in
trust by such bank or national banking
association with the trust department of the
Trustee or with a Federal Reserve Bank or branch
or, with the written approval of City and the
Trustee, with another bank, trust company or
national banking association for the benefit of
City and the appropriate fund or account as
collateral security for such deposits;
(c) direct and general obligations of any state of
the United States of America or any political
subdivision of the State of Illinois which are
rated not less than AA or Aa or their equivalents
by Standard & Poor's Corporation or Moody's
Investors Service, Inc., or their successors;
(d) obligations issued by any of the following :
agencies: Banks for Cooperatives, Federal
Intermediate Credit Banks, Federal Home Loan
Banks System, Federal Land Banks, Export-Import
Bank, Tennessee Valley Authority, Government
National Mortgage Association, Farmers Home
Administration, United States Postal Service, the
Federal National Mortgage Association to tne
extent that such obligations are guaranteed by
the Government National Mortgage Association, any
agency or instrumentality of the United States of
America and any corporation controlled and
supervised by, and acting as an agency or
instrumentality of, the United States of America;
(e) repurchase agreements extending not beyond thirty
(30) calendar days with banks which are members
of the Federal Reserve System or with government
bond dealers recognized as primary dealers by the
Federal Reserve Bank of New York that are secured
by obligations referred to in subsection (a)
above having a current market value equal to at
least one hundred three percent (103%) of the
amount of the repurchase agreement, marked to
market weekly, and which obligations have been
- 17 -
deposited in trust by such banks or dealers with
the trust department of the Trustee or with a
Federal Reserve Bank or branch, or with the
written approval of City and the Trustee, with
another bank, trust company or national banking
association for benefit of City and the
appropriate fund or account as collateral
security for such repurchase agreements; and
(f) public housing bonds issued by public housing
authorities 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 housing authorities, or project notes
issued by local public agencies, in eacn case
fully secured as to the payment of botn principal
and interest by a requisition or payment
agreement with the United States of America.
(75) "Revenue Fund" means the Revenue Fund created
under Section 501 of the General Airport Revenue Bond Ordinance
(76) "Revenues" means, for any Fiscal Year, all
amounts received or receivable directly or indirectly by City,
for such Fiscal Year, for the use and operation of, or witn
respect to, the Airport (excluding the Land Support Area) ,
including, without limitation: all amounts transferred into
the Airport Fund or the Special Capital Projects Fund pursuant
to Section 23.01; all Airport Fees and Charges (excluding
payments described in subsection (a) below) ; all other rentals,
charges and fees for the use of the Airport (including all
rentals and flight fees payable by non-Airline Parties) or for
any service rendered by City in the operation thereof;
Concession Revenues and concession revenues derived from the
International Terminal Area; interest payments to City made
pursuant to Section 7.98; interest accruing on, and any profit
realized from the investment of, moneys in the Revenue Fund,
the Debt Service Fund, the Debt Service Reserve Fund, the
Junior Lien Obligation Debt Service Fund, the Maintenance
Reserve Fund, the Operation and Maintenance Fund, the Special
Capital Projects Fund, the Operation and Maintenance Reserve
Fund, and any debt service reserve fund established under any
ordinance or resolution authorizing the issuance of Junior Lien
Obligations; and City deposits into the Airport Fund or
transfers to the Trustee for deposit into the Revenue Fund
pursuant to Sections 13.03 and 13.04; provided, however, that
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Revenues shall not include: (a) any amounts derived by City
from Special Facility Financial Arrangements entered into in
connection with Special Facility Improvements to the extent
such amounts derived are required to pay principal of, premium,
if any, and interest on Special Facility Revenue Bonds and all
sinking and other reserve fund payments required by the
ordinance or resolution authorizing the issuance of such
Special Facility Revenue Bonds, (b) the proceeds of any
passenger facility charge or similar tax levied by or on oehalf
of City, (c) interest accruing on> and any profit resulting
from the investment of, moneys in the Airport Development Fund,
the Emergency Reserve Fund, and the Construction Fund, (d)
Government Grants-in-Aid (except to the extent used or to be
used to pay for or reimburse the cost of any Capital Project
previously funded through the issuance of General Airport
Revenue Bonds or Junior Lien Obligations) , (e) insurance
proceeds which are not deemed to be revenues in accordance with
generally accepted accounting principles, (f) the proceeds of
any condemnation awards, and (g) the proceeds of any borrowings
by City.
(77) "Rules and Regulations" means the rules and
regulations promulgated by the Commissioner pursuant to Section
17.01.
(78) "Special Capital Project Expenditure" means a
Capital Expenditure which, pursuant to Majority-in-Interest
approval, is to be funded from Airport Fees and Charges
entirely in the Fiscal Year in which it is expended.
(79) "Special Capital Projects Fund" means the
Special Capital Projects Fund created under Section 7.10.
(80) "Special Facility Financing Arrangements" means
(a) a lease, loan agreement or other agreement and any
contemporaneous financing instruments relating to Special
Facility Improvements entered into by City pursuant to wnich
the lessee or borrower -agrees to make payments to City during
the term thereof in an amount at least equal to the sum of (i)
the principal of, premium, if any, and interest on Special
Facility Revenue Bonds issued to finance such Special Facility
Improvements as the same become due, (ii) all costs of
operating and maintaining such Special Facility Improvements
required to be paid by City and for which no mechanism for
reimbursement to City has been established other than payments
pursuant to such lease, loan agreement or other agreement and
any contemporaneous financing instrument, and (iii) all sinking
and other reserve fund payments required by ordinance or
?*
- 19 -
resolution authorizing such Special Facility Revenue Bonds as
the same shall become due, or (b) any lease of, or other
instrument relating to, a Special Facility Improvement entered
into by City as a result of a default by the original or a
subsequent lessee of, or borrower in connection with, such
Special Facility Improvement, to the extent such lease or
instrument, or the proceeds thereof, has been pledged to the
payment of Special Facility Revenue Bonds.
(81) "Special Facility Improvement" means a building
or facility at the Airport, or an improvement to such building
or facility, or portion thereof, as has been constructed,
installed, equipped or acquired with the proceeds of the sale
of Special Facility Revenue Bonds or funds of the user thereof,
or both. In the event that General Airport Revenue Bonds or
Junior Lien Obligations are issued to redeem, refund, or
otherwise refinance such Special Facility Revenue Bonds or
funds of the user thereof, such building, facility or
improvement, or such portion thereof, to which such General
Airport Revenue Bonds or Junior Lien Obligations are attriDut-
able shall no longer be deemed to be a Special Facility
Improvement.
(82) "Special Facility Revenue Bond and Other Debt
Service" means, for any Fiscal Year, principal, premium, if any,
interest, and any additional amounts payaole by any Airline
Party to a trustee or paying agent pursuant to the terms of an
applicable indenture or ordinance, for such Fiscal Year, reduced
by an amount equal to any interest payable on such obligations
during such Fiscal Year from the proceeds of the sale of such
obligations and from investment income thereon (but not
including any amounts paid out of an escrow established to
advance refund such Special Facility Revenue Bonds or other
debt) on (a) Special Facility Revenue Bonds, and (b) any other
notes, bonds, debentures or other evidences of indebtedness of
any person; issued in eitner case pursuant to Section 8.02 or
if Majority-in-Interest approval has been given therefor.
(83) "Special Facility Revenue Bonds" means bonds,
notes or other evidences of indebtedness of City, with respect
to which the principal, premium, if any, and interest are
payable solely from proceeds of the sale of such bonds and from
rentals or other charges derived by City under and pursuant to
one or more Special Facility Financing Arrangements relating to
specific Special Facility Improvements entered into between
City and the user or users of such Special Facility Improve-
ments, which bonds, notes or other evidences of indebtedness
are not payable from Revenues, from Airport Fees and Charges or
- 20 -
from other revenues of City, and for which City has no taxing
obligation.
(84) "Terminal Area" means the land identified as
Terminal Area on Exhibit C attached hereto, and, except as
otherwise provided herein, all structures and improvements now
or hereafter located thereon, including the following?
(a) "Terminal Structures" - all passenger
terminal buildings '(including passenger
terminal buildings which are or include
Special Facility Improvements) ,
connecting structures, passenger
walkways and tunnels, concourses, hold
areas, Federal Inspection Service
Facilities, if any, and control towers
maintained by City; excluding, however,
(i) such portions thereof as may be set
aside to accommodate the Ground
Transportation System, and (ii) any
International Terminal Structures so
long as such structures are used as
international terminal facilities; and
(b) "Heating and Refrigeration Plant" -
such portion of the heating and
refrigeration plant at the Airport as
is designated as part of the Terminal
Area in the Airport Development Plan,
and all ducts, pipes and other utility
connections with Terminal Structures.
Debt Service allocated to the Terminal Area shall also include
the Debt Service on Capital Projects, or allocable portions
thereof, which are not located on the land identified as
Terminal Area on Exhibit C but which are nevertheless allocated
to the Terminal Area in the Airport Development Plan.
(85) "Terminal Area Concession Areas" means tnose
portions of the Terminal Area leased to persons from whom
payments to City pursuant to such leases constitute Concession
Revenues.
(86) "Terminal Area Rentals" means, with respect to
each Airline Party, the Terminal Area Rentals calculated
pursuant to Article V of such Airline Party's Airport Use
Agreement.
- 21 -
(87) "Terminal Area Use Charges" means, with respect
to each Airline Party, the Terminal Area Use Charges calculated
pursuant to Article V of such Airline Party's Airport Use
Agreement.
(88) "Terminal Building No. 1" means the terminal
building identified on Exhibit C attached hereto as Terminal
Building No. 1, and the associated satellite concourse
building.
(89) "Terminal Building No. 3 - Expansion" means that
portion of the Terminal Area identified on Exhibit C attached
hereto as Terminal Building No. 3 - Expansion and Concourse L.
(90) "Terminal Buildings No. 2 and No. 3" means the
.terminal buildings (not including Terminal Building No. 3 -
Expansion or any extensions made after the Effective Date to
Concourses F, G, H, or K) identified on Exhibit C attached
hereto as Terminal Building No. 2 and Terminal Building No. 3,
and associated concourses, respectively.
(91) "Terminal Structures" means that part of the
Airport defined as such in the definition of "Terminal Area".
(92) "Terminal Support Area" means the land
identified as Terminal Support Area on Exhibit F attached
hereto, and, except as otherwise provided herein, all
structures and facilities now or hereafter located thereon,
including the following:
(a) "Parking Facilities" - all public
garage and public and employee parking
areas and all roads and facilities
serving such parking areas, excluding,
however, the FIS Relocation Facility
for so long as such facility is used as
an international terminal facility;
(b) "Roadways and Related Facilities" -
all roadways, and roadway rights-of-way,
ramps, sidewalks, parkways, service
stations, areas leased to car rental
and ground transportation concessions;
(c) "Ground Transportation System and
Related Facilities" - the surface
right-of-way and all other land used
for the Ground Transportation System
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and all facilities and equipment
forming part of the Ground
Transportation System; and
(d) "O'Hare Hilton Hotel" - the building
identified on Exhibit F attached hereto
as the O'Hare Hilton Hotel building, and
any additions and improvements thereto.
(93) "Trustee" means the trustee appointed under tne
General Airport Revenue Bond Ordinance or any successor thereto.
(94) "Type A Public Use Premises" means all Puolic
Use Premises of Terminal Buildings No. 2 and No. 3, and all
Terminal Area Concession Areas, wherever located in the
Terminal Area.
(95) "Type B Public Use Premises" means all Public
Use Premises other than Type A Public Use Premises.
Section 1.02 - Interpretation
In this Agreement, unless the context otherwise
requires: ;
(a) The terms "hereby", "herein", hereof", "hereto",
"hereunder" and any similar terms used in this Agreement refer
to this Agreement.
(b) All Article and Section references, unless
otherwise expressly indicated, are to Articles and Sections of
this Agreement and to the same Articles and Sections of each
other Airline Party's Airport Use Agreement.
(c) Words importing persons shall include firms,
associations, partnerships, trusts, corporations and otner legal
entities, including public bodies, as well as natural persons.
(d) Any headings preceding the text of the Articles
and Sections of this Agreement, and any table of contents or
marginal notes appended to copies hereof, shall oe solely for
convenience of reference and shall hot constitute a part of
this Agreement, nor shall they affect its meaning, construction
or effect.
(e) Words importing the singular shall include the
plural and vice versa.
^
- 23
(f) This Agreement shall be governed and construed in
accordance with the laws of the State of Illinois applicable to
contracts made and to be performed in that state.
Section 1,03 - Incorporation of Exhibits
The following Exhibits attached hereto are hereby made
a part of this Agreement:
Exhibit A Chicago-O^Hare International Airport
Exhibit B Airport Development Plan
Exhibit C Terminal Area
Exhibit D Airfield Area
Exhibit E International Terminal Area
Exhibit F Terminal Support Area
Exhibit G Land Support Area
Exhibit H Fueling System
Exhibit I General Airport Revenue Bond Ordinance
Exhibit J Airline's Phase I Exclusive Use
Premises
Exhibit J-l Airline's Phase II Exclusive Use
Premises
Exhibit J-2* Airline's Phase III Exclusive Use
Premises
Exhibit K _ Airline's Phase I Aircraft Parking Areas
Exhibit K-l Airline's Phase II Aircraft Parking
Areas
Exhibit K-2* Airline's Phase III Aircraft Parking
Areas
Exhibit L System of Allocation of O&M Expenses
and Non-Use Agreement Revenues
*If applicable
- 24 -
Exhibit M Identification of Existing Leases and
Other Agreements of Airline to Be
Extended
Exhibit N Description of O&M Responsibilities
Exhibit Allocation of Revenues to Funds
Estaolished Under General Airport
Revenue Bond Ordinance
Exhibit P Algebraic Representation and
Hypothetical Calculations of Terminal
Area Use Charges
Exhibit Q Terminal Finish Standards
ARTICLE II
TERM
Section 2.01 - Term of Agreement ;
This Agreement shall become effective on the date on
which this Agreement is executed and delivered by City
and Airline, and shall terminate on May 11, 2018.
Notwithstanding the foregoing, the "Effective Date" as used in
this Agreement shall mean May 12, 1983.
ARTICLE III
GRANT OF RIGHTS
Section 3.01 - Use of Airfield Area and Aircraft Parking Areas
(a) Airline shall have the right to conduct an Air
Transportation Business at the Airport, to act as a contract or
private carrier, and to perform all operations and functions as
are incidental, necessary or proper thereto, including the
following:
r*
- 25 -
(i) The right to land, take-off, fly and move
aircraft operated by Airline on the Airfield Area;
(ii) The right to use Airline's Aircraft Parking Area
to permit Airline's employees, agents and
contractors to load and unload persons, property,
cargo and mail upon or from aircraft operated by
Airline, and, if on a temporary basis or if
permitted by Section 3.05, by another person
engaged in an Air Transportation Business, by
such means as may be reasonably necessary or
convenient;
(iii) The right to use Airline's Aircraft Parking Area
to service aircraft and other equipment operated
by Airline, and, if on a temporary basis or if
permitted by Section 3.05, by another person
engaged in an Air Transportation Business, with
gasoline, oil, greases, lubricants and otner fuel
or propellant, and with foods and beverages and
other supplies and materials, by such means as
may be reasonably necessary or proper;
(iv) The right to repair, condition, maintain, test
and park aircraft and other equipment operated by
Airline, and, if on a temporary basis or if
permitted by Section 3.05, by another person
engaged in an Air Transportation Business, on
Airline's Aircraft Parking Areas; provided,
however, such repair, conditioning, maintenance
and testing shall be limited to those activities
at the time commonly considered routine ramp
servicing (which term includes the activities
referred to in item (iii) above);
(v) The right to park aircraft on Aircraft Parking
Areas designated from time to time by City as
available for common use;
(vi) Subject to Section 3.07(f), the right to train
personnel in its employ or under its direction;
(vii) The right to sell, dispose of or exchange its
aircraft, engines, accessories, gasoline, oil,
greases, lubricants, other fuel or propellant,
other equipment or supplies, and any articles or
goods used by or acquired by Airline in connection
with its conduct of an Air Transportation
<
- 26 -
Provided, however, that Airline shall
Hispose of or exchange any such items
I other than its employees or other
;>erators, unless such items represent
>ms at the time no longer reasonably
j.n connection with the conduct by
jits Air Transportation Business; and,
irther, that Airline shall not sell,
or exchange gasoline, oil, greases,
fuel or 'propellants, except to otner
jducting an Air Transportation Business;
;o operate and maintain such mobile
.ons equipment as may be reasonably
»r convenient for its operations;
;o purchase or otherwise obtain and use
id personal property of any nature
\ aircraft, engines, accessories,
iil, greases, lubricants, other fuel or
I foods, beverages, otner equipment and
d any articles or goods) reasonably
r convenient for its operation from
Ir of its choice;
i
ation, maintenance and operation by
one or jointly with one or more otner
ties, of aircraft air-conditioning
auxiliary power to service parked
ircraf t start-up equipment and such
llaneous aircraft support equipment as
onably necessary or convenient to the
Airline of an Air Transportation
nd
o conduct any operations or activities
those enumerated above, reasonaoly
the landing, taking-off, flying,
ding, unloading or ramp servicing of
the movement of passengers, which are
necessary or convenient to the conduct
of an Air Transportation Business;
owever, that all such other operations
ies shall be subject to the prior
roval of the Commissioner.
ng shall not be construed to authorize
siness other than an Air Transporta-
- 27 -
tion Business at the Airport. The rights enumerated above may
be exercised by Airline, alone or in conjunction with any otner
Airline Party, directly or through another person designated by
Airline, or designated by Airline and such Airline Party
jointly. The rights enumerated in item (iii) above to service
aircraft and other equipment may be exercised only with respect
to aircraft and other equipment operated by persons engaged in
the Air Transportation Business; provided, however, that
Airline may exercise sucn rights with respect to such persons
other than Airline only to the extent not prohibited by any
agreements to which City is a party as of the Effective Date.
Section 3.02 - Communications Equipment
Airline shall have the right to install, maintain and
operate, at such location or locations at the Airport as may
have the prior written approval of the Commissioner,
communications, meteorological and aerial navigation equipment,
information and data processing equipment, and other similar
facilities as may be reasonably necessary or convenient to the
conduct by Airline of an Air Transportation Business; provided,
however, that the exercise of such right and privilege shall
not interfere with City's operation of the Airport for the
benefit of all Aircraft Operators using the Airport.
Section 3.03 - Use of Exclusive Use Premises
(a) Airline shall have the right to use its Exclusive
Use Premises for any and all purposes reasonably necessary,
convenient or incidental to the conduct by Airline of an Air
Transportation Business, including the following purposes:
(i)
(ii) The enplaning and deplaning of passengers,
the handling of reservations, ticketing,
billing and manifesting of passengers, and
the handling of baggage, express cargo,
property and mail, by airline employees or
by self-service equipment operated by
customers or passengers of Airline;
- 28 -
(iii) The installation, maintenance and operation
of radio and other communications equipment
and information and data processing
equipment;
(iv) The operation, by Airline or an independent
contractor, of passenger clubs and lounges
where, to the extent permitted by law,
Airline may serve food and beverages with or
without charge;
(v) The training of personnel in the employ of
or under the direction of Airline;
(vi) The maintenance and operation, by Airline or
by an independent contractor, of an
employees' cafeteria or restaurant, the
preparation and serving of foods and
beverages (including th'5 maintenance and
operation of vending machines dispersing
such food and beverages, tobacco products
and other merchandise) for consumption by
Airline's employees, with the further right
to do any and all things necessary, required ,
or convenient therewith including the
imposition of charges for such food and
beverages; provided, however, that the
location of such facilities shall be limited
to areas within Airline's Exclusive Use
Premises not intended to be open to the
general public; and
(vii) The maintenance and operation of facilities
and equipment and the carrying on of activi-
ties reasonably necessary or convenient to
carry out any or all of the foregoing.
(b) Nothing in this Agreement shall be construed to
permit the use of Airline's Exclusive Use Premises for the sale
of air travel insurance (unless such insurance is not otherwise
available in the Terminal Area) or for public restaurants or
merchandising operations, or for the conduct of any business
other than Airline's Air Transportation Business.
(c) Airline may, with the prior written approval of
City and other appropriate governmental authorities, use
Airline's Exclusive Use Premises for a Federal Inspection
Service Facility.
- 29 -
(d) City shall not, without obtaining Airline's prior
written approval, apply for or use any Government Grants-in-Aid
to pay for all or part of Airline's Exclusive Use Premises or
Airline's Aircraft Parking Area, if the application for or use
of such Government Grants-in-Aid would materially adversely
affect Airline's exclusive use of such Exclusive Use Premises
or Airline's Aircraft Parking Area.
(e) The grant of rights and privileges to Airline
contained herein to serve food, beverages and other similar
products in its Exclusive Use Premises is not intended to be
broader than the grant of similar rights and privileges by City
to Airline pursuant to the 1959 Airport Use Agreement and the
1959 Terminal Lease Agreement and to other persons conducting
an Air Transportation Business at the Airport prior to the
Effective Date.
Section 3.04 - Use of Public Use Pr e ises and Other Public
Areas; Ingress and Egress
(a) Airline and its employees, agents, passengers,
guests, patrons, invitees, its or their suppliers of materials
and furnishers of services shall have the non-exclusive right
to use, in common with others, those Public Use Premises
provided for public use by City, and all other public areas of
the Airport, together with all improvements, facilities, and
equipment now or hereafter located thereon, including, without
limitation: passenger walkways, passenger loading facilities,
public lounges, public lobbies, public waiting rooms, public
hallways, stairways and escalators, public restrooms, and
public roads and parking lots. Nothing herein shall be deemed
to convey to Airline any interest or property rights in the
Public Use Premises, or any improvements thereto. The Public
Use Premises shall be in the possession and control of City and
shall at all times remain public property to be used only as
public airport facilities, except as may be otherwise provided
herein.
(b) Except as hereinafter provided, Airline shall have
the right (i) of ingress to and egress from the Airport for its
employees, agents, passengers, guests, patrons and invitees,
its or their suppliers of materials and furnishers of services,
and its or their equipment, aircraft, vehicles, machinery and
other property, (ii) to provide transportation of employees of
Airline to, from and within the Airport, (iii) to provide
transportation of passengers of Airline within the Airport, and
(iv) to provide transportation for passengers of Airline to and
from the Airport in the event of an emergency closing of the
- 30 -
Airport or another airport or in the event of an unexpected
cancellation of scheduled flights. Except as in this Agreement
otherwise specifically provided, no charges, fees or tolls of
any nature, direct or indirect, snail be imposed Dy City upon
Airline, its employees, agents, passengers, guests, patrons and
invitees, or its or their suppliers of materials and furnishers
of services, for such right of ingress and egress, or for the
privilege of purchasing, selling or using for a purpose herein
permitted any materials or services purchased or otherwise
obtained by Airline, or for transporting, loading, unloading or
handling persons, property, cargo or mail in connection with
Airline's Air Transportation Business, or for exercising any
right or privilege granted by City hereunder. The foregoing
shall not preclude City or its concessionaires from making and
collecting a charge for the use of public automooile parking
areas or sightseeing facilities, or for the use of ground
"transportation to, from, or within, the Airport furnished by
City or its concessionaires, or for the furnishing or sale by
City or its concessionaires to the public at the Airport of
services, insurance, food and merchandise, or preclude City
from imposing any tax, charge, or permit or license fee not
inconsistent with the rights and privileges granted to Airline
hereunder. Notwithstanding the foregoing, nothing in this
Section 3.04 shall be deemed to permit City to levy, or
preclude City from levying, a passenger facility charge or '■
other similar tax at the Airport.
Section 3.05 - Handling Agreements
Pursuant to such terms and provisions as Airline may
deem appropriate and for so long as Airline actively conducts
an Air Transportation Business at the Airport, Airline's
Exclusive Use Premises, Airline's Aircraft Parking Areas, and
any Public Use Premises or other public areas of the Airport
which Airline has a right to use in common with others, may
also be used by Airline for the handling by Airline's personnel
of air transportation operations of other persons engaged in
the Air Transportation-Business to the same extent as they may
be used for the operations of Airline; provided, however, that
(a) Airline shall remain liable for all of its obligations
hereunder, (b) Airline shall give the Commissioner written
notice of any such handling arrangement at least seven (7) days
prior to the effective date thereof, and (c) no handling
arrangement shall be allowed if the Commissioner oojects to it
on the basis of material adverse impact to Airport operations
within such seven (7) day period.
- 31 -
Section 3.06 - Construction, Operation and Maintenance and Use
of Fueling System
Airline shall have the obligation to construct and
operate and maintain, and the non-exclusive right to use, in
common with others, the Fueling System, which obligation and
right shall be governed by, and subject to the restrictions
contained in, that certain Amended and Restated Fueling System
Lease dated as of January 1, 1985, by and among City, Airline
and various persons engaged in an* Air Transportation Business.
Any Airline Party or International Terminal Area Airline Party
that is not a signatory to the Fueling System Lease shall not
have the benefits or obligations of a lessee thereunder.
Section 3.07 - Restrictions
The foregoing rights and privileges of Airline are
subject to the following specific restrictions:
(a) City may, from time to time, temporarily or
permanently close roadways, ramp areas, doorways and any other
areas at the Airport for the purpose of facilitating necessary
construction, maintenance or repairs of facilities at the
Airport, so long as reasonable means of ingress and egress .to
and from the Terminal Area and the Airfield Area remain
available. City shall consult with Airline prior to any such
closing which would adversely affect Airline's operations at
the Airport unless such closing is necessitated by
circumstances which pose an immediate threat to the nealth or
safety of persons using the Airport. Airline hereby releases
and discharges City, its successors and assigns, from any and
all claims, demands or causes of action which Airline may have
arising from the fact that such areas have been closed.
(b) City may prohibit the use of the Airfield Area by
any aircraft operated or controlled by Airline which exceeds
the design strength of the paving of the Runways and Taxiways,
so long as such prohibition also extends to similar aircraft
operated by other Aircraft Operators.
(c) Except as otherwise expressly provided herein or
unless otherwise expressly permitted to do so, Airline shall
not install, maintain or operate, or permit the installation,
maintenance or operation in the Terminal Area of, any vending
- 32 -
machine or device designed to dispense or sell food, beverages,
tobacco, or merchandise of any kind, except in areas wmch are
not intended to be open to the general puolic.
(d) Airline shall not do or authorize to be done
anything which may interfere with the effectiveness or
accessibility of the drainage and sewage system, water system,
communications system, fire protection system, or any other
part of the utility, electrical or other systems installed or
located from time to time at the Airport.
(e) Airline shall not do or authorize to be done
anything at the Airport (i) which may constitute a hazardous
condition so as to increase the risks normally attendant upon
operations permitted by this Agreement or (ii) which will
invalidate or conflict with any insurance policies covering the
Airport. If, by reason of any failure on the part of Airline
to comply with the provisions of this subsection, the cost of
any such insurance or extended coverage is at any time higher
than it otherwise would be, then Airline shall, at its option
(1) provide an equivalent insurance policy written by an
insurance company qualified to do business in the State of
Illinois, or (2) pay City that part of all premiums paid by
City which are charged because of such violation or failure, by
Airline.
(f) Airline shall limit its training flights into and
out of the Airport to necessary FAA-qualif ication flights, and
shall coordinate such training and other nonscheduled flight
activities with representatives of the Department of Aviation
of City. If requested by City, Airline shall restrict all sucn
activities to certain hours so as to not interfere with
scheduled flight activities of other Aircraft Operators using
the Airport.
(g) City, by its officers, employees, agents, repre-
sentatives, contractors and furnishers of utilities and otner
services, shall have the right at all reasonable times to enter
Airline's Exclusive Use Premises for the purpose of inspecting
the same, for emergency repairs to utilities systems, and for
the doing of any act which City may oe obligated or have the
right to do under this Agreement; provided, however, that in
exercising such rights, City shall not unreasonably interfere
with Airline's use and occupancy of its Exclusive Use Premises.
(h) City shall have the right to operate and maintain
the Ground Transportation System with all necessary and reason-
able means of ingress thereto and egress therefrom; provided,
- 33 -
however, that in exercising such rights, City shall not
unreasonably interfere with Airline's use and occupancy of its
Exclusive Use Premises.
ARTICLE IV
LEASE OF TERMINAL FACILITIES
Section 4.01 - Introduction
(a) For the purpose of fairly allocating Deot Service
allocable to the Terminal Area among the Airline Parties
occupying Exclusive Use Premises, all such premises are
designated as either Existing Footage or Additional Footage.
The total number of square feet of Existing Footage of all
Airline Parties shall not exceed 770,000, unless and until the
same may be increased pursuant to Section 8.01(b). Debt
Service on obligations issued to fund the cost of designing,
constructing and equipping Exclusive Use Premises (other than
the Additional Footage portion of Exclusive Use Premises which
are part of a Special Facility Improvement) , Type B Public Use
Premises and those Capital Projects enumerated in Section
5.05(b), or to refinance, refund or redeem such obligations, is
allocated among the Airline Parties based on Additional
Footage. Debt Service on obligations issued to fund the cost
of designing, constructing and equipping Type A Public Use
Premises, or to refund, refinance or redeem such obligations,
is allocated among the Airline Parties based on total square
footage of Exclusive Use Premises.
(b) Since Exclusive Use Premises of Airline may
change, in size and location, as Capital Projects are
constructed, this Article IV provides for the leasing of
Exclusive Use Premises in phases, where applicable.
(c) In the event the Airport Use Agreement of any
Airline Party terminates for any reason whatsoever, with
respect to all or part of such Airline Party's Exclusive Use
Premises, and City relets any such Exclusive Use Premises to
any other Airline Party, such premises shall be included in the
Exclusive Use Premises of such new lessee and all of such
premises shall be designated as Additional Footage regardless
of the number of square feet of such premises which may have
been designated as Existing Footage in the previous lessee's
Airport Use Agreement.
- 34 -
Section 4.02 - Phase I Exclusive Use Premises
(a) City hereby leases to Airline and Airline hereby
hires and takes from City for Airline's exclusive use, and
agrees to pay Terminal Area Rentals and Terminal Area Use
Charges calculated with reference to, the Exclusive Use
Premises (Airline's "Phase I Exclusive Use Premises") located
in Terminal Building No. , and Concourse(s) ,
together with all improvements and fixtures located therein,
all as shown on Drawing Nos. 1, 2; 3, 4, 5, and 6 of Exhibit J
attached hereto.
(b) The foregoing Phase I Exclusive Use Premises,
taken together, comprise square feet, of which
square feet shall be deemed Airline's Existing Footage,
. an( * square feet shall be deemed Airline's Additional
Footage.
Section 4.03 - Phase II and Phase III Exclusive Use Premises
(a) (i) Effective as of the Date of Beneficial
Occupancy of the Exclusive Use Premises described and depicted
in Exhibit J-l attached hereto, if any (Airline's "Phase II
Exclusive Use Premises") , City shall, without any further
action, lease to Airline and Airline shall, without any further
action, hire and take from City for Airline's exclusive use,
and shall pay Terminal Area Rentals and Terminal Area Use
Charges calculated with reference to, such premises, suoject to
all of the terms and conditions of this Agreement (including
Exhibit J-l) .
(ii) City and Airline agree that the size, design
and other details of Terminal Building *No. 1 and extensions to
Concourses F, G, H, K and L are in the conceptual stage as of
the Effective Date and are subject to changes and refinements
prior to final design, construction and equipping. Changes and
refinements of any premises in the Terminal Area shall be
approved by City and any Airline Party having Exclusive Use
Premises in such premises; provided, nowever, no such cnanges
or refinements shall be inconsistent with or contrary to the
provisions of Section 9.03(b) or the description of "Project
Scope" included in the Airport Development Plan. At tne time
of such changes or refinements, such amendments shall be made
to Exhibits J-l, J-2, K-l and K-2 as are necessary or
appropriate.
(b) Prior to the date on which City certifies
Airline's Phase II Exclusive Use Premises to be usable for the
- 35 -
conduct of Airline's Air Transportation Business, Airline may,
subject to the prior written approval of the Commissioner,
nevertheless elect to occupy all or a portion of such Phase II
Exclusive Use Premises for the purpose of conducting its Air
Transportation Business. In its notice to the Commissioner of
such election, Airline shall state the location and number of
square feet of such Phase II Exclusive Use Premises which
Airline elects to occupy, and the number of square feet, if
any, of Airline's Phase I Exclusive Use Premises which Airline
agrees to vacate and surrender in. connection therewith. If the
Commissioner grants his prior written approval to Airline to
occupy a portion of such Phase II Exclusive Use Premises
pursuant to this subsection (b) , City shall lease to Airline,
and Airline shall take and hire from City, for Airline's
exclusive use, and shall pay Terminal Area Rentals and Terminal
Area Use Charges calculated with reference to, such portion of
Phase II Exclusive Use Premises so approved; provided, however,
that Airline shall, within thirty (30) days of occupying such
portion of its Phase II Exclusive Use Premises, vacate and
surrender the number of square feet of its Phase I Exclusive
Use Premises which Airline has agreed to vacate.
(c) Within thirty (30) days after the Date of
Beneficial Occupancy of all or a portion of Airline's Phase II
(and Phase III, if Airline will have Phase III) Exclusive Use
Premises, City and the Airlines' Representative will take fiela
measurements of the premises so occupied and Exhibit J-l (and
J-2, if applicable) shall be amended, if necessary, to reflect
such field measurements. Each such field measurement of
Airline's and each other Airline Party's Exclusive Use Premises
shall be made on the same basis using the same standard of
measurement.
(d) No later than the earlier to occur of (i) thirty
(30) days after the date described in Section 1.01(24) (b) has
occurred, or (ii) ninety (90) days after the date described in
Section 1.01(24) (a) has occurred, with respect to Airline's
Phase II Exclusive Use-Premises, Airline shall vacate and
surrender all portions of Airline's Phase I Exclusive Use
Premises which are not part of its Phase II Exclusive Use
Premises; provided, however, that upon application by Airline,
the Commissioner may extend the time period within which Airline
must vacate and surrender such Phase I Exclusive Use Premises.
(e) As of the Date of Beneficial Occupancy of all or
a portion of Airline's Phase II Exclusive Use Premises, suo-
secti;: (a) of Section 4.02 hereof shall be deemed to be amended
to in;, jde all or such portion, as tne case may be, of such
- 36 -
premises. As of the date of actual vacation of all or a portion
of Airline's Phase I Exclusive Use Premises, subsection (a) of
Section 4.02 hereof shall be deemed to be amended to exclude
all or such portion, as the case may be, of such premises.
(f) At such time as subsection (a) of Section 4.02
hereof is deemed to be amended to include or exclude certain
premises from the description of Airline's Exclusive Use Prem-
ises, subsection (b) of Section 4.02 hereof shall likewise be
deemed to be amended to reflect the increase or decrease, if
any, in the number of square feet comprising Airline's
Exclusive Use Premises. Except as provided in subsection (b)
of Section 8.01, except as required to make minor adjustments
to accomodate Airline Party relocations (in which increases in
Existing Footage shall not exceed 1,500 square feet) or to
render lease limit lines in baggage areas uniform, or (only
with regards to decreases in Exclusive Use Premises) except as
may be specified in Exhibit J-l (or J-2, if applicable) , any
such increase or decrease in the number of square feet of
Airline's Exclusive Use Premises shall be an increase or
decrease in the number of square feet of Airline's Additional
Footage to the same extent; provided, however, that any
decrease in excess of the total number of square feet of
Airline's Additional Footage shall be a decrease in the number
of square feet of Airline's Existing Footage to the extent Of
such excess. The calculation of Airline's Terminal Area
Rentals and Terminal Area Use Charges shall be adjusted as of
the date of such amendments to Section 4.02 hereof.
(g) City shall make Airline's Phase II Exclusive use
Premises available to Airline and Airline's contractors at the
earliest practicable date to permit construction and installa-
tion by Airline of fixtures, equipment and improvements neces-
sary or desirable to permit such premises to be used by Airline
for their intended purposes. Any construction and installation
of fixtures must comply with the requirements of Section 15.02.
(h) Within the time provided in subsection (d) of
this Section 4.03 and subject to the provisions of Section
9.12, Airline shall remove, to the extent feasible, from any
premises vacated by Airline, all trade fixtures, tools,
machinery, equipment (including, without limitation, aircraft
loading bridges and devices, baggage systems and communications
equipment) , supplies, materials and other removable property
belonging to Airline; provided, however, that Airline shall
promptly repair any damage to such premises caused by such
removal. Airline may sell any such property to any person, and
City shall have no right under this Agreement to approve the
amount received by Airline therefor.
?*
- 37 -
(i) As of the date that Section 4.02 hereof is deemed
to be amended to include in Airline's Exclusive Use Premises
any premises vacated by another Airline Party, Airline shall
assume in writing such other Airline Party's obligations,
insofar as they relate to such Exclusive Use Premises, under
the Fueling System Lease Agreement at the Airport, dated as of
January 1, 1959, or any successor agreement thereto, and the
Lockheed Fuel Services Agreement at the Airport, dated as of
February 1, 1960, or any successor agreement thereto.
(j) If Airline will occupy Exclusive Use Premises in
two phases prior to occupancy of its final Exclusive Use
Premises, there shall be attached hereto an exhibit entitled
Exhibit J-2 which shall describe Airline's Phase III Exclusive
Use Premises. All of the provisions of subsections (a) through
(i) of this Section 4.03 shall be applicable to any transition
from Phase II Exclusive Use Premises to Phase III Exclusive Use
Premises.
Section 4.04 - Aircraft Parking Areas
(a) City hereby grants to Airline, and Airline hereby
accepts from City, for so long as Airline occupies all or any
portion of its Phase I Exclusive Use Premises, the exclusive
right to use the Aircraft Parking Areas immediately adjacent to
all or such portion of Airline's Phase I Exclusive Use Premises,
as shown on Exhibit K attached hereto. On and after the Date
of Beneficial Occupany of all or any portion of Airline's Phase
II Exclusive Use Premises, and for so long as Airline occupies
such premises, Airline shall have the exclusive right to use
the Aircraft Parking Areas immediately adjacent to all or such
portion of Airline's Phase II Exclusive Use Premises, as shown
on Exhibit K-l attached hereto. In the event that Airline will
occupy Phase III Exclusive Use Premises, then on the Date of
Beneficial Occupancy thereof, and for so long as Airline
occupies all or any portion of such premises, Airline shall
have the exclusive right to use the Aircraft Parking Areas
adjacent to all or such portion of Airline's Phase III
Exclusive Use Premises, as shown on Exhibit K-2 attached hereto.
(b) Subject to the provisions of Section 3.06,
Airline's right to use Airline's Aircraft Parking Areas shall
include the right to install hydrant fueling and shall be
subject to the installation, maintenance, use and operation of
underground piping and related facilities of the Fueling System.
- 38 -
ARTICLE V
CALCULATION OF RENTALS, FEES, AND CHARGES
Section 5.01 - General Commitment
(a) For the purpose of fairly allocating the net cost
of operating, maintaining and developing the Airport among all
of the Airline Parties, various areas of the Airport have Deen
grouped together for the purpose of accounting for Revenues,
O&M Expenses and Debt Service. Each such area is a Cost-Revenue
Center as defined in Article I. The net cost of each Cost-
Revenue Center shall be determined pursuant to the provisions
of this Article V, and Articles VI, XII, XIII and XIV. A pro-
rata share of the net cost of each Cost-Revenue Center (except
the Land Support Area) shall be charged to Airline and to each
"of the other Airline Parties as part of Airport Fees and
Charges in accordance with the provisions of this Article V.
The aggregate of all rentals, fees and charges to be paid under
all Airport Use Agreements by all Airline Parties shall be
sufficient to pay for the net cost of operating, maintaining
and developing the Airport (excluding the Land Support Area) ,
including the satisfaction of all of City's obligations to make
deposits and payments under any ordinance or resolution
authorizing obligations issued pursuant to Article VIII other
than Special Facility Revenue Bonds.
(b) In order to minimize the rentals, fees and charges
which Airline is obligated to pay under this Agreement, City
shall promote and develop Non-Use Agreement Revenues in a manner
consistent with that of a reasonably prudent airport operator.
Section 5.02 - Terminal Area Rentals
At such times and in such manner as provided in
Article VII, Airline shall pay Terminal Area Rentals to City
equal to $5.00 per square foot per year for the Exclusive Use
Premises from time to time leased to Airline hereunder.
Section 5.03 - Terminal Area Use Charges
(a) At such times and in such manner as provided .n
Article VII, Airline shall pay Terminal Area Use Charges to
City in an amount equal to:
(i) Airline's prorata share, if any, estab-
lished pursuant to Section 5.04(a) of
- 39 -
(1) Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated in
accordance with Section 6.01 to
Exclusive Use Premises (other than
Exclusive Use Premises which are
part of a Special Facility
Improvement) ; and
(2) Special Facility Revenue Bond and
Other Debt Service attributable
pursuant to Section 6.01(b) to the
Existing Footage portion of
Exclusive Use Premises which are
part of a Special Facility
Improvement;
plus
(ii) Airline's prorata share, if any,
established pursuant to Section 5.04(b),
of Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated in accordance
with Section 6.01 to Type B Public Use
Premises and to relocation costs
incurred pursuant to Section 9.13;
plus
(iii) Airline's prorata share, established
pursuant to Section 5.04(c), of
(1) Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated in
accordance with Section 6.01 to
Type A Public Use Premises, to
those capitalized costs of imple-
menting the provisions of this
Agreement described in Section
8. 02 (a) (vii) , and to the costs of
funding or refinancing required
deposits into the Operation and
Maintenance Reserve Fund;
(2) O&M Expenses of the Terminal Area
identified in accordance with
Section 6.02;
- 40 -
(3) Airport Development Fund and
Emergency Reserve Fund payment
requirements calculated pursuant
to Sections 10.02 and 11.02,
respectively, and Special Capital
Projects Fund payment requirements,
if any, pursuant to Section 7.10,
as each such payment requirement
is allocated pursuant to Section
6.03 to the Terminal Area? and
(4) Net Deficit, if any, of the Termi-
nal Support Area calculated pur-
suant to Section 12.01 and
allocated pursuant to Section 6.04
to the Terminal Area;
minus
(iv) Airline's prorata share, established
pursuant to Section 5.04(c), of
(1) Non-Use Agreement Revenues of the
Terminal Area identified in accord-
ance with Section 6.02 and Section
13.04; and
(2) Net Revenues, if any, of the
Terminal Support Area calculated
pursuant to Section 12.01 and
allocated pursuant to Section 6.04
to the Terminal Area;
plus
(v) Airline's prorata share, if any,
established pursuant to Section 5.05 of
additional Debt Service (reduced by
Investment Income allocated in
accordance with Section 6.02(b))
allocated to the Terminal Area;
plus ■
(vi) Debt Service, if any, (reduced by
Investment Income allocated in
accordance with Section 6.02(b))
allocated to Airline's tenant improve-
ments in accordance with Section 6.01.
r*
- 41 -
(b) Notwithstanding any other provisions of this
Agreement, with respect to any Fiscal Year during which any
Airline Party is obligated pursuant to a Special Facility
Financing Arrangement to make Special Facility Revenue Bona and
Other Debt Service payments, such Airline Party shall receive a
credit against its Terminal Area Use Charges and Terminal Area
Rentals for each month during such Fiscal Year in an amount
equal to one-twelfth (1/12) of such Special Facility Revenue
Bond and Other Debt Service payable by such Airline Party for
such Fiscal Year allocated in accordance with Sections 6.01(a)
and 6.01(b) to (i) the Existing Footage portion of Exclusive
Use Premises which are part of a Special Facility Improvement,
(ii) Public Use Premises or (iii) the Terminal Support Area.
If, in any month, such credit exceeds the aggregate amount of
such Airline Party's Terminal Area Use Charges and Terminal
Area Rentals for such month, such Airline Party shall receive a
credit against its Landing Fees for such month. If, in any
month, such credit exceeds the aggregate amount of such Airline
Party's Terminal Area Use Charges, Terminal Area Rentals and
Landing Fees for such month, such Airline Party shall receive a
credit against such charges, rentals and fees for the next
succeeding months during such Fiscal Year equal to such
excess. To the extent that any such credits are not exhausted
during such Fiscal Year, then such Airline Party shall receive
a cash payment from City in the amount of such unexhausted
credits within thirty (30) days of receipt by such Airline
Party of the Final Audit for such Fiscal Year.
(c) An algebraic representation of the formula set
forth in this Section 5.03, as applied to two hypothetical
situations, is attached hereto as Exhibit P for illustrative
purposes only.
Section 5.04 - Airline's Prorata Share
(a) Airline's prorata share set forth in Section
5.03(a) (i) of Debt Service and Special Facility Revenue Bond
and Other Debt Service'shall be the percentage established by
dividing (i) the total number of square feet of Airline's
Additional Footage by (ii) the total number of square feet of
Additional Footage of all Airline, Parties. For purposes of
this Section 5.04 (a) , any portion of a Special Facility
Improvement in the Terminal Area designated as Additional
Footage shall not be deemed to be Additional Footage. In the
event that General Airport Revenue Bonds or Junior Lien
Obligations are issued to redeem, refund, or otherwise
refinance the Special Facility Revenue Bonds or other funds of
the user of a Special Facility Improvement such that such
- 42 -
building, facility or improvement, or portion thereof, is no
longer deemed to be a Special Facility Improvement, then for
purposes of this Section 5.04(a), the portion thereof designated
as Additional Footage shall be deemed to be Additional Footage.
(b) Airline's prorata share set forth in Section
5.03(a) (ii) of Debt Service shall be the percentage established
by dividing (i) the total number of square feet of Airline's
Additional Footage by (ii) the total number of square feet of
Additional Footage of all Airline- Parties. For purposes of
this Section 5.04(b), any portion of a Special Facility
Improvement in the Terminal Area designated as Additional
Footage shall be deemed to be Additional Footage.
(c) Airline's prorata share set forth in Section
5.03(a) (iii) and (iv) of Debt Service, O&M Expenses, various
payment requirements, Net Deficit or Net Revenues of the
Terminal Support Area and Non-Use Agreement Revenues of the
Terminal Area shall be the percentage established by dividing
(i) the total number of square feet of Airline's Exclusive Use
Premises by (ii) the total number of square feet of all Airline
Parties' Exclusive Use Premises. For purposes of this Section
5.04(c), any portion of a Special Facility Improvement in the
Terminal Area designated as Exclusive Use Premises shall be
deemed to be Exclusive Use Premises.
Section 5.05 - Special Allocations of Additional Terminal Area
Debt Service
(a) While it is anticipated that interest during
construction will be capitalized, to the extent any Debt
Service attributable to Capital Projects in the Terminal Area
becomes payable prior to the time when the premises being
constructed are usable and used for the purposes for which they
are being constructed, the following shall apply:
(i) Airline shall pay its prorata share of such Debt
Service, -if any, (reduced by Investment Income
allocated in accordance with Section 6.02(d))
allocated in accordance with Section 6.01 to that
portion of the Terminal Area which will become
Exclusive Use Premises once the Date of
Beneficial Occupancy with respect thereto has
occurred; provided, however, that with respect to
any such premises in a Special Facility
Improvement, only that portion of the Special
Facility Revenue Bond and Other Debt Service, if
any, payable prior to the Date of Beneficial
43 -
Occupancy, which is attributable pursuant to
Section 6.01(b) to the Existing Footage portion
of such Exclusive Use Premises, shall be deemed
to be included for purposes of this Section
5.05(a) (i). Airline's prorata share shall be the
percentage established by dividing (1) the total
number of square feet of Airline's Additional
Footage by (2) the total number of square feet of
Additional Footage of all Airline Parties. For
purposes of this Section 5.05(a) (i) , Additional
Footage shall include the Additional Footage
portion of an Airline Party's Phase II (or Phase
III, if such Airline Party will have Phase III)
Exclusive Use Premises prior to the Date of
Beneficial Occupancy thereof if such premises are
included in that portion of the Terminal Area
under construction, but shall not include any
Additional Footage which is part of a Special
Facility Improvement. In the event that General
Airport Revenue Bonds or Junior Lien Obligations
are issued to redeem, refund or otherwise
refinance the Special Facility Revenue Bonds or
other funds of the user of a Special Facility
Improvement such that such building, facility, or
improvement, or portion thereof, is no longer
deemed to be a Special Facility Improvement, then
for purposes of this Section 5.05(a) (i) , the
portion thereof designated as Additional Footage
shall be deemed to be Additional Footage.
(ii) Airline shall pay its prorata share of such Debt
Service, if any, (reduced by Investment Income
allocated in accordance with Section 6.02(b))
allocated in accordance with Section 6.01 to that
portion of the Terminal Area which will become
Type B Public Use Premises. Airline's prorata
share shall be the percentage established by
dividing -(1) the total number of square feet of
Airline's Additional Footage by (2) the total
number of square feet of Additional Footage of
all Airline Parties. For purposes of this
Section 5.05(a) (ii) ,' Additional Footage shall
include the Additional Footage portion of a
Special Facility Improvement in the Terminal Area
and the Additional Footage portion of an Airline
Party's Phase II (or Phase III, if such Airline
Party will have Phase III) Exclusive Use Premises
prior to the Date of Beneficial Occupancy thereof
- 44 -
if such premises are included in that portion of
the Terminal Area under construction.
(iii) Airline shall pay its prorata share of such Debt
Service, if any, (reduced by Investment Income
allocated in accordance with Section 6.02(D))
allocated in accordance with Section 6.01 to that
portion of the Terminal Area which will become
Type A Public Use Premises. Airline's prorata
share shall be the percentage established by
dividing (1) the total number of square feet of
Airline's Exclusive Use Premises by (2) the total
number of square feet of Exclusive Use Premises
of all Airline Parties. For purposes of this
Section 5.05(a) (iii), that portion of a Special
Facility Improvement in the Terminal Area
designated as Exclusive Use Premises shall be
Exclusive Use Premises.
(b) Airline shall pay its prorata share of all Debt
Service (reduced by Investment Income allocated in accordance
with Section 6.02(b)), whenever payable, on the following
Capital Projects: TA 2, TA 5, TA 6, TA 8 , TA 9 , TA 10, TA 12
and TA 13, all as so designated and described in the Airport
Development Plan. Airline's prorata share shall be the :
percentage established by dividing (i) the total number of
square feet of Airline's Additional Footage by (ii) the total
number of square feet of Additional Footage of all Airline
Parties. For purposes of this Section 5.05(b), Additional
Footage shall include the Additional Footage portion of a
Special Facility Improvement in the Terminal Area and the
Additional Footage portion of each Airline Party's Phase II (or
Phase III, if such Airline Party will have Phase III) Exclusive
Use Premises prior to the Date of Beneficial Occupancy thereof.
Section 5.06 - Landing Fees
(a) At such times and in such manner as provided in
Article VII, Airline shall pay a Landing Fee to City for each
Fee Landing of an aircraft operated by Airline. The Landing
Fee shall be an amount equal to the product of (i) the number
of thousands of pounds of the Approved Maximum Landing Weight
of the aircraft involved in the Fee Landing, multiplied by (ii)
the Landing Fee Rate.
(b) The Landing Fee Rate for any Fiscal Year shall be
determined (to the nearest l/10th of one cent per each one
thousand pounds) by dividing the Net Cost of the Airfield Area
- 45 -
(as defined in Section 5.07) , for such Fiscal Year, by the
total Approved Maximum Landing Weight in thousand-pound units
of all aircraft of all Airline Parties landed in Fee Landings
during such Fiscal Year.
(c) Notwithstanding any other provisions of this
Agreement, with respect to any Fiscal Year during which any
Airline Party is obligated pursuant to a Special Facility
Financing Arrangement to make Special Facility Revenue Bond and
Other Debt Service payments, such. Airline Party shall receive a
credit against its Landing Fees for each month during such
Fiscal Year in an amount equal to one-twelfth (1/12) of such
Special Facility Revenue Bond and Other Debt Service payade by
such Airline Party for such Fiscal Year allocated in accordance
with Section 6.01 to the Airfield Area. If, in any month, such
credit exceeds the aggregate amount of Landing Fees payable by
such Airline Party for such month, such Airline Party shall
receive a credit against its Landing Fees payable for tne next
succeeding months during such Fiscal Year equal to the amount
of such excess. To the extent that any such credits are not
exhausted during such Fiscal Year, then such Airline Party
shall receive a cash payment from City in the amount of such
unexhausted credits within thirty (30) days of receipt by such
Airline Party of the Final Audit for such Fiscal Year.
Section 5.07 - Net Cost of Airfield Area
The Net Cost of the Airfield Area shall be:
(a) Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated in
accordance with Section 6.01 to the
Airfield Area;
plus
(b) O&M Expenses of the Airfield Area
identified in accordance with Section
6.02;
plus I
(c) Net Deficit, if any, of the
International Terminal Area calculated
pursuant to Section 14.02 and allocated
pursuant to Section 6.05 to the
Airfield Area;
- 46 -
plus
(d)
Airport Development Fund and Emergency
Reserve Fund payment requirements
calculated pursuant to Sections 10.02
and 11.02, respectively, and Special
Capital Projects Fund payment
requirements, if any, pursuant to
Section 7.10, as each such payment
requirement is allocated pursuant to
Section 6.03 to the Airfield Area;
minus
(e) Non-Use Agreement Revenues of the
Airfield Area identified in accordance
with Section 6.02;
minus
(f) Net Revenues, if any, of the
International Terminal Area calculated
pursuant to Section 14.02 and allocated
pursuant to Section 6.05 to the
Airfield Area.
n 5.08 - Fueling System Fees
j
(a) At such times and in such manner as provided in
je VII, Airline shall pay to City Fueling System Fees for
jiscal Year in an amount equal to Airline's prorata share
fished pursuant to Section 5.08(h) below of:
(i) Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated in
accordance with Section 6.01 to the
Fueling System;
plus
(ii)
O & M Expenses, if any, of the Fueling
System identified in accordance with
Section 6.02;
- 47 -
minus
(iii) Non-Use Agreement Revenues, if any, of
the Fueling System identified in
accordance with Section 6.02.
(b) Airline's prorata share for purposes of Section
5.08(a) above shall be computed as follows:
(i) Ten percent (10%) thereof shall be
distributed equally among all Airline
Parties and International Terminal Area
Airline Parties;
(ii) Ninety percent (90%) thereof shall be
distributed among all Airline Parties
and International Terminal Area Airline
Parties in the proportion that the
number of gallons of aviation fuel
distributed from the Fueling System to
each such Airline Party or
International Terminal Area Airline
Party bears to the total number of
gallons of aviation fuel distributed
from the Fueling System to all Airline
Parties and International Terminal Area
Airline Parties.
(c) In the event that for any full calendar month
none of the Airline Parties has any aviation fuel distributed
to it from the Fueling System, Airline shall, for the purposes
of this Section 5.08, be deemed to have had distributed to it
in such month the average number of gallons of aviation fuel
distributed to it in each of the last preceding six months
during which any aviation fuel was distributed to it.
ARTICLE VI
IDENTIFICATION AND ALLOCATION OF REVENUES AND EXPENSES
Section 6.01 - Debt Service
(a) City shall maintain accurate records allocating
Debt Service for each Fiscal Year among the CRCs. The alloca-
tion of Debt Service shall be based on actual expenditures made
- 48 -
out of the proceeds of obligations giving rise to such Debt
Service for each Capital Project described in the Airport
Development Plan and in any future schedules of Capital Projects
presented by City to the Airline Parties in accordance with
Article VIII; provided, however, that Debt Service attrioutable
to those capitalized costs of implementing the provisions of
this Agreement described in Section 8.02(a) (vii) shall be
allocated thirty-five percent (35%) to the Terminal Area,
thirty-five percent (35%) to the Airfield Area, twenty percent
(20%) to the Terminal Support Area and ten percent (10%) to the
International Terminal Area; and, provided, further, that Debt
Service attributable to the costs of funding or refinancing
required deposits into the Operation and Maintenance Reserve
Fund, for each Fiscal Year, shall be allocated among the CRCs
in the same proportion as O&M Expenses, for such Fiscal Year,
are allocated among the CRCs. Such allocation shall separately
identify Debt Service allocated to the Terminal Area for (i)
all Exclusive Use Premises (excluding Exclusive Use Premises
which are part of a Special Facility Improvement) , (ii) any
Exclusive Use Premises which are part of a Special Facility
Improvement, (iii) tenant improvements pursuant to Section
9.12, (iv) relocation costs incurred pursuant to Section 9.13,
(v) Type A Public Use Premises, (vi) Type B Public Use
Premises, (vii) those capitalized costs of implementing the
provisions of this Agreement described in Section 8.02(a) (vii),
(viii) those Capital Projects enumerated in Section 5.05(b),
and (ix) the costs of funding or refinancing required deposits
into the Operation and Maintenance Reserve Fund; and shall
separately identify Debt Service, if any, during construction
for each of the foregoing.
(b) Special Facility Revenue Bond and Other Debt
Service attributable to the Existing Footage portion of
Exclusive Use Premises which are part of a Special Facility
Improvement shall equal the amount of Special Facility Revenue
Bond and Other Debt Service allocated to all of such Exclusive
Use Premises pursuant to Section 6.01(a) (ii) ("S") minus an
amount equal to the product of (i) S times (ii) a fraction, the
numerator of which shall be the number of square feet of such
Exclusive Use Premises consisting of Additional Footage ("T")
and the denominator of which shall be the total numoer of
square feet of such Exclusive Use Premises ("U") times (iii) a
fraction, the numerator of which shall be the total number of
square feet of Exclusive Use Premises of all Airline Parties
- 49 -
(including Exclusive Use Premises which are part of a Special
Facility Improvement) to which Debt Service is allocable
pursuant to Section 6.01(a) ("V") and the denominator of which
shall be the total number of square feet of Additional Footage
of all Airline Parties (including Additional Footage whicn is
part of a Special Facility Improvement) ("W") . An algebraic
representation of the calculation of the Special Facility
Revenue Bond and Other Debt Service attributable to the
Existing Footage portion of Exclusive Use Premises which are
part of a Special Facility Improvement is as follows:
S - (S x T x V)
U W
(c) Debt Service attributable to the refinancing,
refunding or redemption of any General Airport Revenue Bonds,
Junior Lien Obligations, Special Facility Revenue Bonds or
other obligations shall be allocated among the CRCs (and within
a CRC) to reflect the actual expenditures made out of the
proceeds of such refinanced, refunded or redeemed bonds or
other obligations.
(d) Debt Service attributable to the refinancing,
refunding or redemption of any 1959 Bonds shall be allocated
equally between the Terminal Area and the Airfield Area. All
of such Debt Service allocated to the Terminal Area snail be
allocated to Type A Public Use Premises.
(e) As part of the Final Audit, the Independent
Accountant shall review the records of City for the purpose of
determining compliance with the allocation requirements of this
Section 6.01.
Section 6.02 - Operation and Maintenance Expenses; Non-Use
Agreement Revenues; Investment Income
(a) City shall maintain accurate records allocating
O&M Expenses and Non-Use Agreement Revenues for each Fiscal
Year in accordance with Exhibit L attached hereto; provided,
however, that all O&M Expenses described in Section 1.01(67) (h)
and (n) shall be allocated to the Airfield Area. As part of
the Final Audit, the Independent Accountant shall review tne
records of City for the purpose of determining compliance with
the allocation requirements set forth in Exhibit L attached
hereto.
- 50 -
(b) Investment Income, for each Fiscal Year, shall De
allocated among the CRCs, and within tne Terminal Area, on the
same basis and in the same proportion as Debt Service, for such
Fiscal Year, is allocated among the CRCs, and within the
Terminal Area.
Section 6.03 - Airport Development Fund, Emergency Reserve Fund
and Special Capital Projects Fund Payment Requirements
(a) The Airport Development Fund and Emergency
Reserve Fund payment requirements calculated pursuant to
Sections 10.02 and 11.02, respectively, shall be allocated
between the Terminal Area and the Airfield Area in the same
ratio as (i) the sum of Terminal Area Rentals and Terminal Area
Use Charges for all Airline Parties for the preceding Fiscal
Year bears to (ii) Landing Fees for all Airline Parties for the
preceding Fiscal Year.
(b) Any Special Capital Projects Fund payment
requirements approved by a Majority-in- Interest shall be
allocated to the Terminal Area or the Airfield Area as approved
by a Majority-in-Interest.
Section 6.04 - Allocation of Terminal Support Area Net Deficit
or Net Revenues
Terminal Support Area Net Deficit or Net Revenues for
any Fiscal Year, calculated in accordance with Section 12.01,
shall be allocated between the Terminal Area and the
International Terminal Area in the same ratio as (i) the number
of Enplaned Passengers of the Terminal Area for such Fiscal
Year bears to (ii) the number of Enplaned Passengers of the
International Terminal Area for such Fiscal Year.
Section 6.05 - Allocation of International Terminal Area Net
Deficit or Net Revenues
International 'Terminal Area Net Deficit or Net
Revenues for any Fiscal Year, calculated in accordance with
Section 14.02, shall be allocated to the Airfield Area.
- 51 -
ARTICLE VII
PAYMENT OF LANDING FEES, TERMINAL AREA USE CHARGES
AND FUELING SYSTEM FEES
Section 7.01 - Information on Airline Operations
Not earlier than one hundred twenty (120) days nor
later than one hundred (100) days prior to the end of each
Fiscal Year, Airline shall furnish City with an estimate of (a)
the total Approved Maximum Landing Weight of all aircraft to be
landed at the Airport by Airline during the next ensuing Fiscal
Year, (b) the total number of Enplaned Passengers of Airline at
the Airport for the next ensuing Fiscal Year, and (c) the total
number of gallons of aviation fuel to be distributed from the
Fueling System to Airline during the next ensuing Fiscal
Year.
Section 7.02 - Preliminary Projection of Landing Fee Rate,
Terminal Area Use Charges and Fueling System Fees
Not later than seventy (70) days prior to the end of
each Fiscal Year, City shall furnish Airline with a projection
for the next ensuing Fiscal Year of (a) the Landing Fee Rate,
(b) Airline's Terminal Area Use Charges and (c) Airline's
Fueling System Fees. Unless City reasonably believes the
information submitted to City pursuant to Section 7.01 to be
unreasonable or inaccurate, the projection (the "Preliminary
Projection of Fees and Charges") shall incorporate such
information, and shall present, for the Airport in its entirety
and for each CRC, the latest available data on current
operations of the Airport, a pro forma projection for the
entire current Fiscal Year, and an estimate of each of the
following items for the next-ensuing Fiscal Year:
(i) Debt Service (indicating Capital Projects which
require approval of a Major ity-in-Interest
pursuant'to Section 8.05);
(ii) Operation and Maintenance Expenses;
(iii) Non-Use Agreement Revenues;
(iv) Investment Income;
(v) The Airport Development Fund payment
requirements;
(vi) The Emergency Reserve Fund payment requirements;
(vii) The Special Capital Projects Fund payment
requirements;
(viii) The Operation and Maintenance Reserve Fund
payment requirements; and
(ix) Any changes in the number of square feet of any
Airline Party's Exclusive Use Premises and
Additional Footage.
- 52 -
Airline may submit written comments on the Preliminary
Projection of Fees and Charges to the Commissioner within
thirty (30) days following receipt thereof by Airline. City
shall give due consideration to any comments submitted in a
timely manner by Airline. City shall, when requested by a
Majority-in-Interest, convene a meeting with Airline Parties to
discuss O&M Expenses relating to the operation of any Ground
Transportation System.
Section 7.03 - Projection of Landing Fee Rate, Terminal Area
Use Charges and Fueling System Fees
Not later than thirty (30) days prior to the end of
each Fiscal Year, City shall furnish Airline with a Projection
of Fees and Charges, consisting of the Preliminary Projection
of Fees and Charges revised as appropriate to reflect comments
submitted to City by Airline Parties (the "Projection of Fees
and Charges") . The Projection of Fees and Charges shall be the
basis for computing Airline's Landing Fees, Terminal Area Use
Charges and Fueling System Fees for the next ensuing Fiscal
Year unless and until revised pursuant to Section 7.06. In no
event shall the projection of Landing Fees, Terminal Area Use
Charges or Fueling System Fees of any Airline Party be less
than zero; provided, however, that if the computations
contemplated hereunder produce negative amounts, such amounts
shall be reflected in the Final Audit.
Section 7.04 - No Effect on Capital Project Approval Process
To the extent that either the Preliminary Projection
of Fees and Charges or the Projection of Fees and Charges
includes Debt Service for Capital Projects with respect to
which City is required to give notice or obtain approval
pursuant to Article VIII, (a) the inclusion of such Debt
Service by City shall not be deemed to be such notice or a
request for such approval, and (b) Airline's comments or lack
of comments on the Preliminary Projection of Fees and Charges
or the payment by Airline of Airport Fees and Charges in
accordance with the Projection of Fees and Charges shall not oe
deemed to be evidence of such approval or disapproval thereof.
Section 7.05 - Payment of Terminal Area Rentals, Terminal Area
Use Charges, Landing Fees and Fueling System Fees
Beginning with the later of the Effective Date and the
date on which this Agreement is executed and delivered with
respect to Airline's Phase I Exclusive Use Premises, and
beginning with the Date of Beneficial Occupancy with respect to
- 53 -
Airline's Phase II (or Phase III, if applicable) Exclusive Use
Premises:
(a) Not later than the tenth (10th) day of each month
of each Fiscal Year, City shall furnish Airline with an invoice
setting forth the amount of Airline's Terminal Area Rental and
Terminal Area Use Charge for the next ensuing month. Not later
than the first (1st) day of such next ensuing month, Airline
shall pay City an amount equal to Airline's total Terminal Area
Rental and Terminal Area Use Charge for such month.
(b) Not later than the tenth (10th) day of each month
of each Fiscal Year, Airline shall furnish City with a state-
ment, signed by an authorized representative of Airline,
certifying the actual number of Airline's Fee Landings, by
type, model and weight of aircraft, during the preceding
"month. City shall forthwith furnish Airline with an invoice
setting forth the amount of Landing Fees payable by Airline for
such preceding month, calculated by multiplying the total
Approved Maximum Landing Weight for aircraft landed by Airline
in Fee Landings at the Airport during such preceding month by
the Landing Fee Rate for such preceding month. Within thirty
(30) days after the date of such invoice, Airline shall pay to
City the amount of Landing Fees set forth therein.
(c) Not later than the tenth (10th) day of each month
of each Fiscal Year, Airline or the "Operator" as designated in
the Fueling System Lease on Airline's behalf shall furnish City
with a statement, signed by an authorized representative of
Airline or the "Operator" as designated in the Fueling System
Lease, certifying the actual number of gallons of aviation fuel
distributed from the Fueling System to Airline during the
preceding month, together with payment of Airline's Fueling
System Fees for such preceding month, calculated by multiplying
the total number of gallons of aviation fuel distributed from
the Fueling System to Airline during such preceding month by
the Fueling System Fee Rate for such preceding month.
Section 7.06 - Mid- Year Adjustment of Landing Fee Rate,
Terminal Area Use Charges and Fueling System Fees
Not later than the one hundred ninetieth (190th) day
of each Fiscal Year, City shall furnish Airline with a revised
Projection of Fees and Charges (the "Mid-Year Projection") ,
which shall reflect the most recently available information with
regard to the amounts actually incurred or realized during such
Fiscal Year for each of the items listed in Section 7.02,
- 54 -
together with the most recently available information with
regard to Landing Fees, Terminal Area Use Charges and Fueling
System Fees actually received by City with respect to the
Airport. If the Mid-Year Projection forecasts that payments of
Terminal Area Use Charges, Landing Fees and Fueling System Fees
by Airline Parties at the then-existing rates would result in
an overpayment or underpayment of five percent (5%) or more of
the amount required hereunder to be generated by City through
Terminal Area Use Charges, Landing Fees and Fueling System Fees
during such Fiscal Year, City shall adjust the remaining monthly
Terminal Area Use Charges, the Landing Fee Rate and Fueling
System Fees for such Fiscal Year to conform to the Mid-Year
Projection. In no event shall either Terminal Area Use
Charges, Landing Fees or Fueling System Fees of any Airline
Party, as so adjusted, be less than zero; provided, however,
that if the computations contemplated hereunder produce
negative amounts, such amounts shall be reflected in the Final
Audit.
Section 7.07 - Final Audit
Within six (6) months after the close of each Fiscal
Year, City shall furnish Airline with a copy of an annual audit
report, prepared in accordance with generally accepted account-
ing principles and certified by an Independent Accountant,
covering the operation of the Airport for such preceding Fiscal
Year. The Final Audit shall contain a calculation based on
actual data, in accordance with the provisions of Article V, of
Terminal Area Use Charges, Landing Fees and Fueling System Fees
chargeable to each Airline Party for the preceding Fiscal Year,
and shall set forth Terminal Area Use Charges, Landing Fees and
Fueling System Fees actually paid by Airline for such period.
If Terminal Area Use Charges, Landing Fees or Fueling System
Fees actually paid by Airline were greater than the respective
amounts chargeable to Airline, Airline shall receive credits in
the amount of such overpayment against the next ensuing payment
of Terminal Area Use Charges, Landing Fees, or Fueling System
Fees, as the case may be, or, if necessary, against the next
ensuing payments thereof, until Airline has received the full
amount of such credits; provided, however, that if the amount
of such overpayment exceeds one hundred fifty percent (150%) of
Terminal Area Use Charges, Landing Fees or Fueling System Fees,
as the case may be, estimated to be paid by Airline in the next
ensuing month, then such excess shall be refunded in cash by
City. If Terminal Area Use Charges, Landing Fees or Fueling
System Fees paid by Airline were less than the respective
amounts chargeable to Airline, Airline shall pay to City the
amount of any such deficiency along with its next payment of
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Terminal Area Use Charges, Landing Fees or Fueling System Fees,
as the case may be.
Section 7.08 - Place of Payments; Late Payments
All amounts payable by Airline hereunder shall be paid
to City at the Office of City's Comptroller, or at such other
place as City's Comptroller shall designate. Any amount which
is not paid when due shall bear interest at a rate four percent
(4%) higher than the then-current- prime rate for commercial
customers established by the largest commercial bank in
Chicago, determined on the basis of total assets.
Section 7.09 - Right to Contest
The payment by Airline to City, and the acceptance by
City from Airline, of any amount hereunder shall not preclude
either Airline or City from questioning, within a period of six
(6) months from the date of receipt by Airline of the Final
Audit, the accuracy of any statement on the basis of which such
payment was made, or preclude City from making, within such
period, any claim against Airline for any additional amount
payable by Airline hereunder, or preclude Airline from making,
within such period, any claim against City for credit for any
excess amount paid by Airline hereunder; provided, however',
that neither City nor Airline shall be limited by such 6-month
period in the event that the other party shall have attempted
to defraud or shall have defrauded the party seeking to
question the accuracy of such statement or make such claim.
Section 7.10 - Creation of Certain Funds
(a) Immediately after the Effective Date, City shall
create the following funds:
(i) the Airport Fund;
(ii) the Operation and Maintenance Fund;
(iii) the'Special Capital Projects Fund;
(iv) the Operation and Maintenance Reserve Fund;
(v) the Maintenance Reserve Fund;
(vi) the Airport Development Fund; and
(vii) the Emergency Reserve Fund.
Such funds constitute all of the funds required to be created
under this Agreement. In addition, City may create other funds
for the purpose of segregating moneys to pay Debt Service when
the pledge of Revenues under the General Airport Revenue Bond
Ordinance is not in effect. All moneys and securities held in
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the funds listed above shall be held by City separate and apart
from all other funds of City and shall be applied and withdrawn
only as set forth in this Section 7.10, except with respect to
the Airport Development Fund and the Emergency Reserve Fund,
which are governed by Articles X and XI, respectively.
(b) At any time when the pledge of Revenues under the
General Airport Revenue Bond Ordinance is not in effect, all
Revenues collected by City shall be promptly deposited into the
Airport Fund. At such time as the pledge of Revenues under the
General Airport Revenue Bond Ordinance becomes effective, City
shall transfer any amounts in the Airport Fund to the Trustee
to be deposited into the Revenue Fund. While the pledge of
Revenues under the General Airport Revenue Bond Ordinance
remains effective, City shall transfer all Revenues to the
Trustee to be deposited into the Revenue Fund, to De applied by
the Trustee in accordance with the General Airport Revenue Bond
Ordinance. At such time as the pledge of Revenues under the
General Airport Revenue Bond Ordinance is no longer in effect,
any amounts in the Revenue Fund shall be transferred oy the
Trustee to City for deposit in the Airport Fund. Any amounts
deposited in the Airport Fund at any time shall be disbursed
and applied by City as required to make the following deposits
on the following dates and in the following amounts with
respect to each Fiscal Year:
(i) On the first business day immediately preceding
the tenth (10th day) of each month, City snail
make the following deposits in the manner and
order of priority set forth below:
First : City shall deposit into the
Operation and Maintenance Fund an amount equal to
one-twelfth (1/12) of the amount provided in the
Projections of Fees and Charges prepared pursuant
to Section 7.03 for Operation and Maintenance
Expenses (excluding O&M Expenses of the Land
Support Area and excluding required deposits into
the Maintenance Reserve Fund and the Operation
and Maintenance Reserve Fund) for such Fiscal
Year; provided, however, that if the Mid-Year
Projection prepared in accordance with Section
7.06 contains an adjustment of Operation and
Maintenance Expenses (excluding O&M Expenses of
the Land Support Area and deposits into the
Operation and Maintenance Reserve Fund and the
Maintenance Reserve Fund) for such Fiscal Year,
the amount required to be deposited in the
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Operation and Maintenance Fund each month of the
second half of such Fiscal Year shall be
increased or decreased as appropriate by an
amount equal to one-sixth of the amount of such
adjustment.
Second ; City shall next deposit into the
Special Capital Projects Fund the amount, if any,
approved by a Major ity-in-Interest to be
deposited at such time into the Special Capital
Projects Fund.
(ii) On the first business day immediately preceding
the first (1st) and one hundred eighty-second
(182nd) day of such Fiscal Year, City shall make
the following deposits in the manner and order of
priority set forth below:
First ; City shall deposit into the
Operation and Maintenance Reserve Fund an amount
equal to one-half (1/2) of the "O&M Reserve Fund
deposit requirement", as below defined, for such
Fiscal Year. The "O&M Reserve Fund deposit
requirement" for any Fiscal Year shall mean the
amount necessary to increase the amount on
deposit therein (including amounts receivable
from the Operation and Maintenance Fund) to an
amount equal to one-fourth (1/4) of the amount
provided in the Projection of Fees and Charges,
as adjusted from time to time, for Operation and
Maintenance Expenses (excluding O&M Expenses of
the Land Support Area and deposits for the
Maintenance Reserve Fund and the Operation and
Maintenance Reserve Fund) for such Fiscal Year;
provided, however, that if the Mid- Year
Projection prepared in accordance with Section
7.06 contains an adjustment of Operation and
Maintenance Expenses (excluding O&M Expenses of
the Land Support Area and deposits into the
Operation and Maintenance Reserve Fund and the
Maintenance Reserve Fund) , then the amount
required to be deposited on the one hundred
eighty-second (182nd) day of such Fiscal Year
shall be increased or decreased as appropriate by
an amount equal to such adjustment.
Second : City shall next deposit into the
Maintenance Reserve Fund an amount equal to the
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lesser of (A) $1,500,000 and (B) the amount, if
any, required to bring the deposit therein to
$3,000,000.
Third : City shall next deposit into the
Emergency Reserve Fund an amount equal to
one-half (1/2) of the Emergency Reserve Fund
payment requirement, as defined in Section 11.02,
for such Fiscal Year.
Fourth ; City shall next deposit into the
Airport Development Fund an amount equal to
one-half (1/2) of the Airport Development Fund
payment requirement, as defined in Section 10.02,
for such Fiscal Year, plus one-half (1/2) of the
amount, if any, to be deposited by City into the
Airport Fund for such Fiscal Year for deposit
into the Airport Development Fund pursuant to
Section 13.03.
(c) If at any time when deposits are required to be
made to any funds pursuant to this Section 7.10, moneys held in
the Airport Fund are insufficient to make any such required
deposit, the deposit shall be made on the next applicable
deposit date after required deposits into all other funds of
higher priority are made in full.
(d) The moneys on deposit in the funds described in
this Section 7.10 shall be used for the following purposes:
(i) Any balance in the Airport Fund after the
deposits and transfers set forth herein shall
remain in the Airport Fund and shall be available
only (1) to meet deficiencies arising in any of
the funds in the order of their priority, (2) to
make future deposits and transfers required
hereunder and (3) to make any payments to Airline
Parties required under Sections 5.03(b), 5.06(c)
and 7.07.
(ii) The moneys in the Operation and Maintenance Fund
shall be used by City only to pay Operation and
Maintenance Expenses (excluding O&M Expenses of
the Land Support Area and deposits into the
Maintenance Reserve Fund and the Operation and
Maintenance Reserve Fund); provided, however,
that moneys in the Operation and Maintenance Funa
shall also be used to repay loans from the
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Operation and Maintenance Reserve Funa as soon as
funds for such repayment are available therefor.
(iii) The moneys in the Special Capital Projects Fund
shall be used only as a source for Special
Capital Project Expenditures approved by a
Majority- in- Inter est.
( iv) The moneys in the Operation and Maintenance
Reserve Fund shall be used only to make loans to
the Operation and Maintenance Fund whenever and
to the extent moneys in the Operation and
Maintenance Fund are insufficient to pay
Operation and Maintenance Expenses (excluding O&M
Expenses of the Land Support Area and deposits
into the Maintenance Reserve Fund and the
Operation and Maintenance Reserve Fund) .
(v) The moneys in the Maintenance Reserve Fund shall
be used only for paying the cost of extraordinary
maintenance expenditures, such as costs incurred
for major repairs, renewals and replacements at
the Airport (excluding the Land Support Area) ,
whether caused by normal wear and tear or by
unusual and extraordinary occurrences, including
costs of painting, major repairs, renewals and
replacements, damage caused by storms or other
unusual causes. Any expenditure out of the
Maintenance Reserve Fund shall be certified as an
appropriate expenditure for one or more of the
above-described purposes by an Independent
Airport Consultant.
(vi) The moneys in the Emergency Reserve Fund shall be
used only for the purposes set forth in Section
11.03.
(vii) The moneys in the Airport Development Fund shall
be used only for the purposes set forth in
Section 10.04.
(e) The moneys in the Emergency Reserve Fund and the
Airport Development Fund shall be invested and any earnings or
losses thereon shall be treated as set forth in Sections 11.04
and 10.05, respectively. The moneys held in the other funds
described in this Section 7.10 shall be invested in Qualified
Investments at the direction of the Treasurer of City, and the
interest thereon, and any profit arising on the sale thereof,
shall be deposited into the Airport Fund.
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(f) Qualified Investments purchased as an investment
of moneys in any fund described in this Section 7.10 shall be
deemed at all times to be a part of such fund. Qualified
Investments so purchased shall be sold at the best price
obtainable whenever it is necessary to do so in order to
provide moneys to make any withdrawal or payment from such
fund. For the purposes of any sucn investment, Qualified
Investments shall be deemed to mature at the earliest date on
which the obligor is, on demand, obligated to pay a fixed sum
in discharge of the whole of such, Qualified Investments.
Qualified Investments in which moneys held in any fund have
been invested shall mature not later than the respective dates
as estimated by City based on information provided by City,
when the moneys held for the credit of any fund will be needed.
(g) In computing the amount in any fund described in
this Section 7.10, obligations maturing within the three (3)
year period next succeeding the date of computation shall be
valued at amortized value and obligations maturing more than_
three (3) years following the date of computation shall be
valued at the lower of amortized value or market value. For
purposes of this Agreement, amortized value means par, if the
obligation was purchased at par, or, when used with respect to
an obligation purchased at a premium above or a discount below
par, means the value as of any given time obtained by dividing
the total premium or discount at which such obligation was
purchased by the number of interest payments remaining on such
obligation after such purchase and deducting the amount thus
calculated from the purchase price in the case of an obligation
purchased at a premium or adding the amount thus calculated to
the purchase price in the case of an obligation purchased at a
discount. Valuation shall be made on each January 1 and
July 1, and* on any particular date shall not include the amount
of interest then earned or accrued to such date on any deposit
or investment.
ARTICLE VIII
APPROVAL OF CAPITAL EXPENDITURES;
APPROVAL OF ISSUANCE OF OBLIGATIONS
Section 8.01 - Capital Expenditures for Which No Approval
Required
Provided that the notice required by Section 8.03 has
been given to Airline:
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(a) City may make or authorize to be made Capital
Expenditures (and, with respect to item (ii) below, expenditures
for improvements at airports other than the Airport in
accordance with Section 10.04, and with respect to item (vi)
below, expenditures to fund all related costs of issuance and
associated financing costs, including, but not limited to, costs
of capitalized interest, debt service coverage requirements,
credit facility fees and required deposits into any debt service
reserve fund or other fund established in the ordinance or
resolution authorizing such obligations and required deposits
into the Operation and Maintenance Reserve Fund) from the
following sources without approval of Airline or a
Major ity-in-Interest: (i) amounts in the Maintenance Reserve
Fund; (ii) amounts in the Airport Development Fund; (iii)
proceeds of Government Grants-in-Aid (excluding any
City-sponsor matching share) ; (iv) proceeds of any passenger
facility charge or similar tax levied by or on behalf of City;
(v) proceeds of insurance or any condemnation award with
respect to any assets or property at the Airport, to the extent
such proceeds are not deemed revenues in accordance with
generally accepted accounting principles and are expended to
replace that which was destroyed or taken; and (vi) proceeds of
obligations issued by City pursuant to Section 8.02.
(b) In addition, City may make or authorize to be
made Capital Expenditures for Capital Projects consisting of
Exclusive Use Premises which are improvements to, or expansions
or extensions of, Exclusive Use Premises in Terminal Buildings
Nos. 1, 2, 3 and 3-Expansion, without approval of Airline or a
Majority- in-Interest so long as City obtains a written
agreement from one or more Airline Parties to (i) occupy such
Exclusive Use Premises for the remaining term of its or their
Airport Use Agreements, (ii) provide the financing therefor
from a source other than General Airport Revenue Bonds or
Junior Lien Obligations and pay all principal and interest
thereon, (iii) pay all costs related to such Capital Projects
which are not completed, including any architectural or
engineering fees, and (iv) amend its or their Airport Use
Agreements to increase such Airline Party's or Parties'
Existing Footage and Exclusive Use Premises by an amount equal
to the square footage of any such expansion to such Exclusive
Use Premises.
(c) City may make or authorize to be made any other
Capital Expenditures for Capital Projects without approval of
Airline or a Majority- in-Interest so long as Airline will not
be obligated to pay any costs thereof or therefor, including
any payments in the event of a default by the primary obligor.
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Section 8.02 - Issuance of Obligations for Which No Approval
Required
(a) Provided that the notice required by Section 8.04
has been given to Airline, City may issue obligations for any
one or more of the following purposes, and to fund all related
costs of issuance and associated financing costs, including but
not limited to, costs of capitalized interest, debt service
coverage requirements, credit facility fees and required
deposits into any debt service reserve fund or other fund
established in the ordinance or resolution authorizing such
obligations, and include the Debt Service thereon in the
calculation of Airport Fees and Charges, in accordance witn the
provisions of Articles V and VI, without approval of Airline or
a Majority-in-Interest: (i) to fund (1) the cost of designing,
constructing and equipping Priority I Capital Projects, (2) the
Airline-Funded Cost of designing, constructing and equipping
Priority II Capital Projects, subject to the provisions of
Section 9.07, (3) the cost of designing, constructing and
equipping Capital Projects of the Fueling System, and (4) the
cost of designing, constructing and equipping Capital Projects
necessary to comply with any valid rule, regulation or order of
any Federal or state agency; (ii) to fund the cost of tenant
improvements pursuant to Section 9.12, or the cost of
relocation expenses pursuant to Section 9.13; (iii) to fund
insurance or condemnation award deficiencies pursuant to
Section 19.04(d) or 19.05; (iv) to redeem the 1959 Bonds; (v)
to refinance, on a long-term, permanent basis, obligations
which were issued originally to finance, on a short-term,
interim basis, the cost of funding required deposits described
in subsection (viii) below, the cost of designing, constructing
and equipping Capital Projects descrioed in subsection (i)
above, or the cost of tenant improvements and relocation costs
described in subsection (ii) above, or, to the extent necessary
from time to time to prevent a default thereon, to renew sucn
short-term interim obligations with other short-term
obligations; (vi) to refund or refinance Special Facility
Revenue Bonds (1) pursuant to and only at the times required by
the Special Facility Use Agreement dated as of August 1, 1982
by and between City and Delta Air Lines, Inc., or (2) pursuant
to and only at the times required by any agreements entered
into by and between City and any Airline Party pursuant to
Section 9.14; (vii) to fund other capitalized costs of
implementing the provisions of this Agreement, such as the
costs of designing, creating and implementing accounting and
cost management systems, and program and construction
management costs and expenses; and (viii) to fund required
deposits into the Operation and Maintenance Reserve Fund. The
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use of the proceeds of General Airport Revenue Bonds in the
manner set forth in that certain Escrow Deposit Agreement,
dated as of April 1, 1983, by and among City, Delta Air Lines,
Inc. and Continental Illinois National Bank and Trust Company
of Chicago, shall be deemed to constitute a refunding of
Special Facility Revenue Bonds "pursuant to . . . the Special
Facility Use Agreement dated as of August 1, 1982 by and
between the City and Delta Air Lines, Inc." within the meaning
of this Section.
«
(b) It is the intent of City and Airline that
obligations issued by City pursuant to this Section 8.02 will
be issued at such times and on such terms as will result, for
all such obligations in the aggregate, in the lowest annual
Debt Service reasonably obtainable. Nevertheless, the terms
and conditions of obligations issued by City pursuant to this
Section 8.02 shall be determined by City in its sole
discretion, including, but not limited to, the amount, term,
redemption provisions and interest rate or rates of such
obligations, subject to the following limitations, any or all
of which may be waived by a Majority-in-Interest:
(i) City shall, to the extent permitted by law,
cause interest on each issue or series of obligations
issued pursuant to subsection (a) of this Section' 8.02
to finance or refinance a Capital Project to be
capitalized to and including a date not less than six
(6) months beyond the estimated date of completion of
construction of such Capital Project.
(ii) Each issue or series of obligations issued
pursuant to subsection (a) of this Section 8.02 by
City (other than obligations issued to finance, on a
short-term, interim basis, the cost of designing,
constructing and equipping Capital Projects, or the
cost of funding required deposits into the Operation
and Maintenance Reserve Fund, and obligations issued
to renew such-obligations) shall be issued pursuant to
the General Airport Revenue Bond Ordinance or a
Special Facility Financing Arrangement and shall
mature over a period of not less than fifteen (15)
years and shall provide for approximately level annual
payments of principal and interest.
(iii) In the event obligations are issued by City
pursuant to subsection (a) of this Section 8.02 to
finance the cost of designing, constructing and
equipping Capital Projects on a short-term, interim,
basis, the following shall apply:
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(1) City shall permanently finance, pursuant to the
requirements of subsection (ii) above, the cost
of designing, constructing and equipping each
such Capital Project or component thereof on or
prior to the issuance of the Cost Allocation
Certificate for such Capital Project or
component thereof pursuant to Section 9.04(h);
(2) Any letter of credit or other credit facility
arrangement provided to secure such interim
obligations, or any renewal obligations, (A)
shall be provided by a domestic banking
institution, (B) shall not affect any rights or
obligations of City or Airline under this
Agreement or have the effect of causing Debt
Service included in the calculations of Terminal
Area Use Charges and Landing Fees to exceed Debt
Service calculated in accordance with subsection
'3) below, and (C) shall not impose any
covenants, restrictions or requirements on City
regarding the ownership or operation of the
Airport other than those imposed by the General
Airport Revenue Bond Ordinance; and
(3) For the purpose of determining Debt Service on
any such interim obligations, or on any
obligation of City to repay advances under any
such letter of credit or other credit facility
arrangement, to be included in the calculation
of Terminal Area Use Charges and Landing Fees
under this Agreement, Debt Service shall be the
lesser of (A) the actual Debt Service on such
obligations and (B) the Debt Service which would
have resulted if the same principal amount of
obligations had been structured to mature on a
level debt service basis over a ten (10) year
period from the date of issuance of such interim
obligations or from the date of incurrence of
the obligation of City under such letter of
credit or other credit facility arrangement, as
the case may be, or the remaining term of this
Agreement, whichever; is shorter, with interest
on such obligations assumed to be payable at a
rate equal to the rate specified in the "Revenue
Bond Index" published in The Bond Buyer , or
successor index, and in effect on the date of
sale of such interim obligations or on the date
such letter of credit is issued or such other
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credit facility arrangement is entered into, as
the case may be.
(iv) Except in accordance with Section
8.02(a) (iv) , (v) and (vi) , City shall not issue any
obligations to refund or refinance any obligations
issued pursuant to subsection (a) of this Section 8.02
(v) City shall not issue any obligations
pursuant to subsection (a) of this Section 8.02 which
(1) provide for the establishment of a debt service
reserve fund in excess of maximum annual debt service
(principal and interest) with respect to such
obligations, excluding in the case of obligations
having maturity of five years or less the principal
amount of such obligations, or (2) establish debt
service coverage requirements with respect to such
obligations in excess of 1.25 times the annual debt
service for any Fiscal Year on such obligations,
calculated by treating as available net revenues for
debt service coverage purposes any balance remaining
after all fund deposits required for the previous
Fiscal Year under the ordinance or resolution
authorizing such obligations have been made. In
addition, the ordinance or resolution authorizing- the
issuance of any obligations pursuant to subsection (a)
of this Section 8.02 (1) shall not create any funds
other than funds which serve the same function and
have deposit requirements determined in the same
manner as the Debt Service Fund, the Debt Service
Reserve Fund, the Junior Lien Obligation Debt Service
Fund and the Construction Fund, (2) shall not provide
for acceleration of payment of the principal amounts
of such obligation, (3) shall provide for the funding
of any debt service reserve fund for Junior Lien
Obligations from the proceeds of the sale of such
Junior Lien Obligations and (4) shall provide that any
interest accruing on, and any profit realized from the
investment of moneys in any debt service reserve fund
established thereunder shall be deposited into the
Revenue Fund.
(vi) City shall not amend the General Airport
Revenue Bond Ordinance in any way that would change
the debt service coverage requirements or the fund
deposit requirements, as set forth in Exhibit I
attached hereto; provided, however, that this
provision shall not preclude increases in the amounts
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payable pursuant to such requirements where such
increases result solely from the application of such
requirements resulting from the issuance of General
Airport Revenue Bonds or Junior Lien Obligations in
accordance with this Article VIII on or after the date
on which the pledge of Revenues under the General
Airport Revenue Bond Ordinance becomes effective.
(vii) No ordinance or resolution authorizing the
issuance of obligations pursuant to subsection (a) of
this Section 8.02 shall materially conflict with any
provision of this Agreement.
(viii) In the event obligations are issued by City
pursuant to subsection (a) of this Section 8.02 to
finance the cost of funding required deposits into the
Operation and Maintenance Reserve Fund on a
short-term, interim, basis, the following shall apply:
(1) Any such obligation shall bear interest at a
rate not in excess of the average of the then
current prime interest rates of the three
largest domestic banking institutions
headquartered in Chicago; and
(2) City shall permanently finance, as soon as
reasonably feasible, pursuant to the
requirements of subsection (ii) above, the cost
of funding such required deposits into the
Operation and Maintenance Reserve Fund out of
the proceeds of subsequent issues of General
Airport Revenue Bonds.
Section 8.03 - Notice of Capital Expenditures For Which No
Approval Required
At least thirty (30) days prior to making any Capital
Expenditure (or other permitted expenditure) , except Capital
Expenditures for Capital Projects of the Fueling System,
described in Section 8.01, City shall give written notice
thereof to Airline. Such notice shall include an estimate of
(a) the cost of the Capital Project, (b) the Operation and
Maintenance Expenses resulting therefrom, (c) the sources and
uses of funds, (d) the construction schedules, description, and
justification for any such Capital Project, and (e) the
projected impact on Airport Fees and Charges, all in sufficient
detail to enable the Airline to make informed comments
thereon. Airline may submit to City written comments on such
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Capital Project within twenty (20) days following receipt by
Airline of such notice. City shall give due consideration to
any such comments filed in a timely manner by Airline. Upon
timely request by a Majority-in- Interest , City shall convene a
meeting of Airline Parties and City to discuss such Capital
Project.
Section 8.04 - Notice of Issuance of Obligations for Which No
Approval Required
(a) At least thirty (30) days prior to the issuance
of any obligations issued pursuant to Section 8.02 after the
Effective Date, except the issuance of obligations issued to
fund the cost of designing, constructing and equipping Capital
Projects of the Fueling System, City shall give written notice
of such financing to Airline. Such notice shall provide (i) in
the case of a Capital Project to be financed, an estimate of
(1) the cost of such Capital Project, (2) the construction
schedules, description and justification for such Capital
Project, and (3) the Operation and Maintenance Expenses
resulting from such Capital Project; (ii) the terms of such
financing and the estimated Debt Service payable as a result
thereof; (iii) the proposed allocation of such Debt Service
among and within the Cost-Revenue Centers; and (iv) the
projected impact of such financing on Airport Fees and Charges,
all in sufficient detail to enable the Airline to make informed
comments thereon.
(b) Airline may submit to City written comments on
such financing within twenty (20) days following receipt of
such notice by Airline, and City shall give due consideration
to any such comments filed in a timely manner by Airline. Upon
request of a Majority-in-Interest filed with City witnin such
twenty (20) day period, City shall convene a meeting of Airline
Parties to discuss the financing within ten (10) days of receipt
of such request. If expressly requested at such meeting by a
Majority-in-Interest, City shall delay the sale of such ooliga-
tions until a date requested by such Majority-in-Interest,
which date shall be not less than twenty (20) nor more than
forty (40) days following the date of such request.
Section 8.05 - Capital Projects and Issuance of Obligations for
Which Majority-in-Interest Approval is Required
(a) Except as provided in this Article VIII, City
shall not make any Capital Expenditures for any Capital
Project, except for preliminary planning and conceptual design
work, or issue any obligations to finance the cost thereof,
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unless and until such Capital Project and the financing thereof
has been approved by a Major ity-in-Interest .
(b) Subject to the limitations contained in Article
IX and except as provided in Section 8.01, City may, upon
approval of a Majority-in-Interest, make any Capital Expenditure
for a Capital Project, except for facilities for the exclusive
use of any person or persons engaged in the Air Transportation
Business, and may issue obligations giving rise to Debt Service
to fund each such Capital Project. and include such Debt Service
in the calculation of Airport Fees and Charges consistent with
the terms of this Agreement.
Section 8.06 - Method of Obtaining Approval
In the event City is required to obtain approval for a
Capital Project, or an issuance of obligations, pursuant to
Section 8.05, at least forty-five (45) days before making any
Capital Expenditure or issuing any such obligation, City shall
submit a proposal in writing to all Airline Parties, which
proposal shall include an estimate of (a) the cost of such
Capital Project, (b) the Debt Service and Operation &
Maintenance Expenses resulting therefrom, (c) the sources and
uses of funds and the terms of any financing, (d) the
construction schedules, descriptions, and justification for any
such Capital Project, (e) the proposed allocation of any Debt
Service among and within the Cost-Revenue Centers, and (f) the
projected impact on Airport Fees and Charges, all in sufficient
detail to enable the Airline Parties to make an informed
judgment on the appropriateness of such Capital Project and
financing. A Capital Project and financing shall be deemed to
be approved if (i) a Majority-in-Interest approves it, or (ii)
City is not notified in writing of Majority-in-Interest
disapproval within thirty (30) days of the submission of such
proposal by City.
Section 8.07 - Issuance of Obligations by Persons Other Than
City
In the event that pursuant to the Special Facility Use
Agreement by and between Delta Air Lines, Inc. and City, dated
as of August 1, 1982, or an agreement between City and anotner
Airline Party pursuant to Section 9.14, a person other than
City issues obligations giving rise to Special Facility Revenue
Bond and Other Debt Service, (a) the provisions of this Article
VIII shall apply to the issuance of such obligations, and (b)
such Airline Party shall provide City with all information
necessary for City to comply with the notice requirements of
this Article VIII.
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ARTICLE IX
AIRPORT DEVELOPMENT PLAN; CONSTRUCTION OF CAPITAL PROJECTS
Section 9.01 - Approval of Airport Development Plan
City and Airline each hereby approve the Airport
Development Plan attached hereto as Exhibit B. Such approval
includes, without limitation, approval of the following items
set forth in Exhibit B attached hereto: (a) the Capital
Projects described therein, (b) the project scope, descriptions
and diagrams of such Capital Projects, (c) the allocation among
Cost-Revenue Centers of such Capital Projects, (d) the
Airline-Funded Cost of each such Capital Project, (e) the
designation as a Priority I Capital Project or a Priority II
Capital Project of certain Capital Projects, (f) the inclusion
of certain Capital Projects in Category 1 or Category 2, and
(g) the estimated commencement and completion dates for each
such Capital Project.
Section 9.02 - Governmental Approvals
City shall promptly submit and diligently process to
conclusion requests for all necessary governmental approvals
for the Capital Projects described in the Airport Development
Plan. The highest possible priority shall be given to
obtaining necessary approvals for those Capital Projects
described in the Airport Development Plan constituting the
expanded domestic Terminal Structures (including Terminal
Building No. 1 (including the associated satellite concourse
building) and all concourse extensions) .
Section 9.03 - Plans and Specifications; Terminal Structure
Finish Standards
(a) City shall, in due course, prepare detailed
construction drawings, plans and specifications, and cost
estimates for each Capital Project described in the Airport
Development Plan, except Capital Projects of the Fueling
System, and shall refine the descriptions and diagrams, and the
estimated commencement and completion dates, for each such
Capital Project; provided, however 1 , that any change in an
estimated commencement or completion date shall be consistent
with the provisions of Section 9.06(d) and Section 9.11; and
provided further, that City shall not materially decrease the
total square footage of any Capital Project in the Terminal
Area. City shall provide Airline with copies of such detailed
cost estimates, descriptions, diagrams and estimated
commencement and completion dates. If the detailed cost
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estimates for any Capital Project are greater than the
Airline-Funded Cost therefor, City shall, consistent with its
other agreements and obligations under this Article IX, give
due consideration to any comments submitted by any Airline
Party as to methods that may be employed to reduce such
estimated costs. City shall design and construct the Capital
Projects in accordance with design and construction standards
which City shall establish for the purpose of ensuring a
uniformity of quality for all facilities of similar nature and
use at the Airport.
(b) Except to the extent funded pursuant to Section
8.01(b) or pursuant to Majority-in- Interest approval, City
shall not materially increase the size, scope or square footage
of any Priority I Capital Project, as shown in the Airport
Development Plan. In addition, City shall not, without
Majority-in-Interest approval, change the geographic location
of, materially increase the ratio of Public Use Premises square
footage to Exclusive Use Premises square footage of, or
materially increase the ceiling height of, any Terminal
Structure which is included in a Priority I Capital Project,
all as shown in the Airport Development Plan.
(c) Any additional cost resulting from (i) an
improvement to a Terminal Structure, other than those
improvements required to meet the Terminal Structure finish
standards described in Exhibit Q attached hereto, or (ii) any
moving sidewalks or other horizontal moving devices which are
located in concourses, tunnels or other passageways directly
serving passenger hold rooms associated with an Airline Party's
Aircraft Parking Area, shall be deemed to be a tenant
improvement for the Airline Party or Airline Parties occupying
such premises, and funding of such additional cost with General
Airport Revenue Bonds or Junior Lien Obligations shall be
subject to the provisions of Section 9.12.
Section 9.04 - Construction
(a) All construction and equipping of Capital
Projects described in the Airport Development Plan shall be
done in a good and workmanlike manner.
(b) Each contract for construction work in an amount
in excess of $5,000,000 awarded by City or its agents after the
Effective Date for a Capital Project described in the Airport
Development Plan shall be publicly bid and awarded to the
lowest responsible bidder who has the experience and resources
required to perform the work described in such contract;
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provided, however, that this requirement shall not apply if
City determines in good faith that there is only one contractor
with the resources and experience necessary to perform the
work. City may delegate responsibilities for the designing,
construction and equipping of Capital Projects; provided,
however, that with respect to contracts awarded after the
Effective Date, City shall retain the power and authority to,
and shall, enforce all terms and provisions of all design and
construction contracts. City shall diligently pursue all
appropriate remedies against architects, engineers and
contractors for defective design or work with respect to
Capital Projects which are described in the Airport Development
Plan or which are otherwise approved by a Majority-in-Interest.
(c) City shall employ a construction manager to
coordinate, supervise and inspect the construction of Capital
Projects described in the Airport Development Plan. The
construction manager shall prepare and maintain records of the
progress of construction and shall make recommendations in
connection with such construction. City and the construction
manager shall use their best efforts (i) to cause all work to
be accomplished in accordance with the plans and specifications
and the estimated commencement and completion dates for each
Capital Project, as described in the Airport Development Plan,
and (ii) to coordinate the work so as to avoid change order's
which increase costs and to reduce claims for extra work or
extra compensation.
(d) The compensation payable to the construction
manager and for all design, architectural and engineering
services shall be reasonable, and City shall use its best
efforts to minimize such compensation. The capitalized costs
of implementing the provisions of this Agreement described in
Section 8.02(a) (vii) shall be reasonable and necessary.
(e) Airline may appoint a design and construction
representative ("Airline's Construction Representative") for
any Capital Project described in the Airport Development Plan
which will contain any Exclusive Use Premises of Airline.
Airline's Construction Representative shall be knowledgeaole in
construction matters of the nature involved in the construction
of the Capital Project for which such appointment is made.
Airline shall identify Airline's Construction Representative to
City, and thereafter City shall afford Airline's Construction
Representative full access to the work relating to the Capital
Project for which Airline's Construction Representative is
appointed. City shall permit Airline's Construction
Representative to participate in the evaluation of design and
construction alternatives for such projects.
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(f) A Majority-in-Interest may appoint one or more
persons to serve as a construction representative for all
Airline Parties ("Airline Parties' Construction Representative")
with respect to the construction and operational impact of all
Capital Projects described in the Airport Development Plan.
The Airline Parties' Construction Representative shall be
knowledgeable in construction and operational matters involved
in the Capital Projects. A Majority-in-Interest, acting through
the Airlines 8 Representative, shall identify Airline Parties'
Construction Representative to City. City shall thereafter
afford the Airline Parties* Construction Representative full
access to all construction work relating to Capital Projects.
City shall permit the Airline Parties' Construction
Representative to participate in the evaluation of design and
construction alternatives. When potential adverse operational
impact is determined by City and the Airline Parties'
Construction Representative to be significant, design and
construction alternatives, and estimated costs, will be
evaluated by City and the Airline Parties' Construction
Representative. City shall give due consideration to comments,
suggestions and requests of the Airline Parties' Construction
Representative regarding construction of Capital Projects and
methods designed to reduce or eliminate adverse operational
impact and costs.
(g) City shall provide written notice to the Airline
Parties' Construction Representative, and to the Airline's
Construction Representative with respect to Capital Projects
which will contain any Exclusive Use Premises of Airline, of
all claims made by contractors for any extra compensation. The
notice shall indicate the planned disposition of the claim. If
the claim is to be allowed by City, City shall consult with tne
Airline Parties and Airline, as appropriate, regarding the
terms of settlement of the claim. City shall give due
consideration to suggestions or comments of the Airline Parties
and Airline regarding the terms of the settlement.
(h) Within one hundred eighty (180) days after the
completion of a Capital Project or component tnereof, City
shall prepare, execute and deliver to the Airlines'
Representative, and, in the case of a Capital Project or
component thereof which includes any Exclusive Use Premises, to
those Airline Parties which will occupy such premises, a cost
allocation certificate (the "Cost Allocation Certificate") ,
setting forth in reasonable detail a breakdown of the costs of
design, construction and equipping of such project or
component, including an allocation of such costs among each of
the following:
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(i) the costs allocable to each CRC; and
(ii) for such costs allocable to the
Terminal Area, the costs allocable to
(1) Exclusive Use Premises of all
Airline Parties (excluding Exclusive
Use Premises which are part of a Special
Facility Improvement) , (2) any Exclusive
Use Premises which are part of a Special
Facility Improvement, (3) tenant
improvements pursuant to Sections 9.12,
(4) relocation costs incurred pursuant
to Section 9.13, (5) Type A Public Use
Premises, (6) Type B Public Use
Premises, (7) those capitalized costs
of implementing the provisions of this
Agreement described in Section
8.02(a) (vii) , (8) those Capital
Projects enumerated in Section 5.05(b),
and (9) the costs of funding or
refinancing required deposits into the
Operation and Maintenance Reserve Fund;
and adding for each component a prorata portion of the costs
incurred in connection with (A) the issuance of obligations-
issued to fund the cost of such project or component prior to
the date of completion, (B) the amounts withdrawn from any
capitalized interest account and used to pay interest accruing
on such obligations during the construction period, and (C) the
amounts withdrawn from any capitalized interest account and
used to pay interest accruing on such obligations following the
completion of construction. Following the depletion of all
amounts in any capitalized interest account held to pay
interest on such obligations, City shall amend the Cost
Allocation Certificate as necessary to reflect any amounts
withdrawn from such capitalized interest account and used to
pay interest on such obligations subsequent to the initial
preparation, execution-and delivery of the Cost Allocation
Certificate. In addition, City shall amend the Cost Allocation
Certificate to give effect to the application to such Capital
Project or component thereof of the proceeds of any obligations
issued to fund such project or component after the preparation,
execution and delivery of the Cost Allocation Certificate as
theretofore amended.
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Section 9.05 - Airline Cooperation
(a) Airline shall use its best efforts to take such
action as may be reasonably requested of it by City, consistent
with this Agreement and any other agreements in effect at such
time between City and Airline, to enable City to implement the
Airport Development Plan in a timely and cost-effective
manner. Airline shall take no action which unreasonably
impedes or hinders City from such implementation.
(b) Without limiting the foregoing, Airline shall
cooperate with City and shall use its best efforts to take such
action as is reasonably requested of it by City in support of
City's efforts to (i) seek necessary governmental approvals for
the Capital Projects described in the Airport Development Plan,
and (ii) seek amendment of the Federal Aviation Regulations (14
CFR Subpart K: High Density Traffic Airports, Section 93.121
et seq.) to eliminate the maximum airport high density rule at
the Airport. Airline shall not take any action which impedes
or hinders such City efforts.
Section 9.06 - Priorities
(a) The Airport Development Plan designates certain
Capital Projects as either Priority I Capital Projects or
Priority II Capital Projects.
(b) So long as City has the power and right, in
accordance with all applicable laws, ordinances, rules,
regulations, and orders (other than those of City) , to issue
General Airport Revenue Bonds, Junior Lien Obligations or
Special Facility Revenue Bonds, City shall, pursuant to Section
8.02, diligently proceed to issue General Airport Revenue Bonds
or Junior Lien Obligations (or, upon request of an Airline
Party pursuant to Section 9.14, Special Facility Revenue Bonds,
or both) in an amount sufficient to fund the cost of designing,
constructing and equipping each Priority I Capital Project
described in the Airport Development Plan, and to fund all
related costs of issuance and associated financing costs,
including but not limited to, costs of capitalized interest,
debt service coverage requirements, credit facility fees and
required deposits into any debt service reserve fund or other
fund established in the ordinance or resolution authorizing
such obligations. City shall, pursuant to Section 8.01, use
the proceeds of the sale of said bonds to design, construct and
equip each Priority I Capital Project for which it has obtained
all necessary governmental approvals. Without limiting the
foregoing, City shall use its best efforts and employ every
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reasonable means to commence and complete each Priority I
Capital Project for a cost which will not require obligations
to be issued in excess of the amount required to pay the
Airline-Funded Cost of such Priority I Capital Project. The
highest possible priority will be given to the construction and
equipping of those Capital Projects described in the Airport
Development Plan constituting the expanded domestic Terminal
Structure (including Terminal Building No. 1 (including the
associated satellite concourse building) and all concourse
extensions) .
(c) Subject to the limitation contained in Section
9.07 on the amount of obligations which City may issue to fund
the costs of Priority II Capital Projects, City may design,
construct and equip Priority II Capital Projects at such times
and on such schedules as it deems appropriate.
Section 9.07 - Sources of Funds
(a) City's right to issue obligations, pursuant to
Section 8.02, to fund the cost of Capital Projects included in
the Airport Development Plan is limited to the right to issue
obligations in an amount sufficient to fund, reimburse or
refinance (i) the actual cost of designing, constructing and
equipping Priority I Capital Projects, (ii) the Airline-Funded
Costs of Priority II Capital Projects, (iii) the actual cost of
designing, constructing and equipping Capital Projects of the
Fueling System, and (iv) all related costs of issuance and
associated financing costs, including but not limited to, costs
of capitalized interest, debt service coverage requirements,
credit facility fees and required deposits into any debt
service reserve fund or other fund established in the ordinance
or resolution authorizing obligations issued pursuant to
Article VIII.
(b) As of the Effective Date, City shall calculate a
Funding Contingency Reserve for each Priority I Capital Project
or component thereof equal to thirty percent (30%) of the
Airline-Funded Cost of such Priority I Capital Project or
component thereof. The Airline-Funded Costs for all Priority
II Capital Projects, in the aggregate, shall be reduced by the
aggregate amount of such Funding Contingency Reserves, as such
reserves are adjusted from time to time pursuant to this
Section 9.07, for all Priority I Capital Projects or components
thereof. Such reduction in Airline-Funded Costs for Priority
II Capital Projects shall be allocated and reallocated from
time to time by City among the Priority II Capital Projects;
provided, however, that no such allocation or reallocation
shall have the result of reducing the Airline-Funded Cost of
the Second Taxiway Bridge, identified in the Airport
Development Plan as Capital Project AF-l(e) .
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(c) From time to time, City may request an Independent
Architect or Engineer to estimate the total costs of designing,
constructing and equipping a Priority I Capital Project or
component thereof. Such Independent Architect or Engineer
shall make use of awarded contracts and actual costs incurred
for such project or component and shall make an estimate of the
costs to be incurred under contracts yet to be awarded. In
estimating costs under contracts to be awarded, the Independent
Architect or Engineer shall inflate an estimate of current
design, construction and equipping costs to the estimated
midpoint of construction, in accordance with the procedure
described in Section 9.08(b). (iii) • If, at the time of such
estimate of total costs, the Independent Architect or Engineer
determines that the dollar amount of awarded contracts and
actual costs incurred for a Priority I Capital Project or
component thereof constitutes seventy percent (70%) or more of
the total estimated cost of such project or component thereof,
such architect shall prepare a certificate for City setting
forth his estimate of total costs (which costs shall herein be
referred to as the "Contract Cost" for auch project or
component thereof) together with the bases for such estimate
and an estimated construction schedule. City shall, within ten
(10) days thereafter furnish the Airlines' Representative with
a copy of such certificate, together with a notice of any
adjustments City will make under this Section 9.07(c) to the
Funding Contingency Reserves. In the event that, at the time
of delivery of the certificate establishing the Contract Cost,
the Contract Cost is greater than the Airline-Funded Cost for
such project or component thereof, the Funding Contingency
Reserve for such project or component shall be reduced (but not
to less than zero) by the amount of any such excess. The
amount, if any, remaining in the Funding Contingency Reserve
for such Priority I Capital Project or component after the
reduction, if any, described above shall be further reduced to
an amount equal to ten percent (10%) of the greater of the
Airline-Funded Cost or the Contract Cost. An amount equal to
the amount, if any, by which the Funding Contingency Reserve is
reduced pursuant to the preceding sentence may be allocated by
City to increase the Airline- Funded Costs of any Priority II
Capital Project or Projects.
(d) The actual cost of designing, constructing and
equipping each Priority I Capital Project or component thereof
("Final Contract Cost") shall be finally determined and
certified pursuant to Section 9.04(h). In the event that the
Final Contract Cost is greater than the greater of the Airline-
Funded Cost or the Contract Cost, the amount, if any, remaining
in the Funding Contingency Reserve for such project or
component, after the reduction, if any, pursuant to subsection
(c) above, shall, upon notice to the Airlines' Representative,
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?=*
be further reduced (but not to less than zero) by the amount of
any such excess. The amount, if any, remaining in the Fundinq
Contingency Reserve for such Priority I Capital Project or
component after the reduction, if any, described above may,
upon notice to the Airlines' Representative, be allocated by
City to increase the Airline-Funded Costs of any Priority II
Capital Project or Projects.
(e) Upon determination of the Final Contract Cost
pursuant to Section 9.07(d) of a Priority I Capital Project or
component thereof, or upon a similar determination for a
Priority II Capital Project or component thereof, City shall,
after consultation with the Airlines' Representative, increase
the Air line -Funded Cost of any Priority II Capital Project or
Projects by (i) any amount by which the Final Contract Cost of
any Priority I Capital Project or component is less than the
Airline-Funded Cost of such Priority I Capital Project or
component, as adjusted only pursuant to Section 9.0 8, and (ii)
any amount by which the actual cost of any Priority II Capital
Project, or component, is less than the Air line -Funded Cost for
such Priority II Capital Project.
(f) City, upon its determination that the cost of
designing, constructing and equipping a Priority II Capital
Project will exceed the Air line -Funded Cost, and upon notice
given to Airline, may from time to time increase the
Air line -Funded Cost of such Priority II Capital Project
provided that the aggregate amount of all such increases shall
not exceed five percent (5%) of the Airline-Funded Cost of such
project, as adjusted only pursuant to Section 9.08.
(g) Nothing contained in this Section 9.07 shall be
deemed to limit or affect the right and -obligation of City to
issue obligations pursuant to Section 8.02 and Section 9.06(b)
to fund the actual cost of designing, constructing and
equipping Priority I Capital Projects.
(h) For purposes of determining the Contract Cost and
Final Contract Cost for the Buses, identified in the Airport
Development Plan as Capital Project TA-10(b), pursuant to
Section 9.07(c) and 9.07(d), a depreciable life of five (5)
years shall be attributed to the Buses and an interest cost of
ten percent (10%) shall be imputed thereto.
Section 9.0 8 - Price Level Adjustments
The amounts designated as the Air line- Funded Costs of
the Capital Projects described in the Airport Development Plan
are stated in mid-year 1982 dollars regardless of the projected
year of construction. For the purpose of determining the
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limitation contained in Section 9.07(a) on the right of City to
issue obligations and for the purpose of making the adjustments
required by Sections 9.03(a), 9.06(b) and 9.07(a), (b) , (c) ,
(d) , (e) and (f ) , 9.09 and 9.10, the Airline-Funded Costs of
Priority I and Priority II Capital Projects, the Funding
Contingency Reserves for Priority I Capital Projects and the
Contract Costs of Priority I Capital Projects, shall be
adjusted as follows:
(a) For the purposes of. recognizing and allowing for
increases or decreases in the cost of final design, construction
and equipping of Capital Projects due to inflation or deflation,
costs shall be updated to the date of actual expenditure or the
projected mid-point of the Capital Project construction period,
as appropriate, using the following cost indexes:
(i) Terminal Area and International
Terminal Area - Building Cost Index
(BCI) for the Chicago area published
monthly by Engineering News - Record,
or any successor index thereto. (The s
mid-year 1982 BCI (1967=100) was stated
as 314.24 (ENR/July 15, 1982, page
100).)
(ii) Airfield Area and Terminal Support Area
- Construction Cost Index (CCI) for the
Chicago area published montnly by
Engineering News - Record, or any
successor index thereto. (The mid-year *
1982 CCI (1967=100) was stated as
338.45 (ENR/July 15, 1982, page 100).)
(b) The adjusted Airline-Funded Costs, and the
Funding Contingency Reserve, of each Capital Project, or
component thereof, shall be determined at the time of the
establishment of the Contract Cost pursuant to Section 9.07(c)
in accordance with the -following procedures:
(i) With regard to the determination with
respect to Airline-Funded Costs, any
costs actually incurred as of the date
of the establishment of the Contract
Cost ("Actual Costs*') shall be adjusted
back to mid-year 1982 costs by dividing
such Actual Costs by the sum of one (1)
plus the percentage change, expressed
to four (4) decimal places (e.g.,
0.1225 for a 12.25% increase) , in the
appropriate cost index from mid-year I
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1982 to the mid-point month of the
period during which such costs were
actually incurred.
(ii) Airline-Funded Costs shall oe reduced
by the Actual Costs, as adjusted
pursuant to subsection (i) above, and
then adjusted forward to the date on
which the Contract Cost is established
by multiplying such. amount by the sum
of one (1) plus the percentage change,
expressed to four (4) decimal places,
in the appropriate cost index from
mid-year 1982 to the month in which the
Contract Cost is established.
(iii) The amount established pursuant to
subsection (ii) above shall be further
adjusted by multiplying such amount by
the sum of (A) one (1) plus (B) the
percentage change, expressed to four
(4) decimal places, in the appropriate
cost index for the year preceding the
establishment of the Contract Cost,
divided by twelve (12) and multiplied
by the number of months estimated by
the Independent Architect or Engineer
to be equal to the number of months
from the date of the establishment of
the Contract Cost to the mid-point
month of the construction period.
(iv) The adjusted Airline-Funded Costs shall
be the sum of (A) the Actual Costs plus
(B) the amount established pursuant to
subsection (iii) above.
(v) The Funding Contingency Reserve for a
Capital Project or component thereof
shall be adjusted by multiplying the
original Funding Contingency Reserve by
a fraction the numerator of which shall
be the Airline-Funded Cost of such
project or component thereof, adjusted
pursuant to subsections (i) through
(iv) above, and the denominator of
which shall be the original Airline-
Funded Cost of such project or
component thereof.
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(c) The adjusted Airline-Funded Cost and Funding
Contingency Reserve of a Capital Project or of a component
thereof shall be determined at the time of the establishment of
the Final Contract Cost pursuant to Section 9.07(d) in
accordance with the following procedures:
(i) Airline-Funded Costs shall be adjusted
by multiplying each constituent part of
such costs by the sum of one (1) plus
the percentage increase, expressed to
four (4) decimal places, in the
appropriate cost index from mid-year
1982 to the mid-point months of the
periods in which such costs or a
constituent part of such costs included
in the Final Contract Cost were
actually incurred.
(ii) The Funding Contingency Reserve for a
Capital Project or component thereof
shall be adjusted by multiplying the
original Funding Contingency Reserve by
a fraction the numerator of which shall
be the Airline-Funded Cost of such -.
project or component thereof, adjusted
pursuant to subsection (i) above, and
the denominator of which shall oe the
original Airline-Funded Cost of such
project or component thereof.
Section 9.09 - Government Grants-in-Aid
City shall use its best efforts to obtain Government
Grants-in-Aid for Capital Projects described in the Airport
Development Plan; provided, however, that nothing contained
herein shall be deemed to require City to seek any Government
Grant-in-Aid for the FIS Relocation Facility or any Capital
Project included in City's Phase I Environmental Assessment for
the Airport approved by the FAA on July 22, 1982; and provided
further, that nothing contained herein shall be deemed to limit
the right of City to apply for or use Government Grants-in-Aid
for capital projects at any airport functioning as a reliever
airport for the Airport. The Airline-Funded Cost of a Capital
Project or component thereof shall be reduced by an amount
equal to the amount of any Government Grant-in-Aid used by City
for such Capital Project; provided, however, that Government
Grants-in-Aid used to fund all or a part of the cost of roadway
improvements, as described in the Airport Development Plan,
shall not reduce the Airline-Funded Costs of such Capital
Projects (except that to the extent that the Airline-Funded
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Cost of a roadway improvement plus a Government Grant- in-Aid
awarded for such roadway improvement exceeds the actual cost of
such improvement, the Airline-Funded Costs of other roadway
improvements included in the Airport Development Plan shall be
reduced by the amount of such excess); and, provided further,
that any Government Grants-in-Aid awarded to City prior to the
Effective Date may be used by City for purposes other than for
Capital Projects described in the Airport Development Plan.
Section 9.10 - Additional Costs •
(a) Nothing contained in this Agreement shall be
deemed to limit City from constructing any Priority II Capital
Project for a cost in excess of the Airline-Funded Cost
therefor; provided, however, that to the extent the cost of any
Priority II Capital Project exceeds the Airline-Funded Cost
therefor, City may not include any Debt Service (or any & M
Expenses to the extent that such Priority II Capital Project
has been materially increased or changed in scope) attributable
to such excess in the calculation of Airport Fees and Charges
without approval of a Majority-in-Interest.
(b) The size and Airline-Funded Cost of the Federal
Inspection Service Facility portion of the International
Terminal Area, as described in the Airport Development Plan,
may be increased by a vote of those Airline Parties who paid
sixty percent (60%) or more of total Federal Inspection Service
Fees paid by all Airline Parties in the Fiscal Year immediately
preceding the Fiscal Year in which the contractual commitment
for construction of such Federal Inspection Service Facility is
made by City.
Section 9.11 - Special Conditions
Notwithstanding any other provisions of this
Agreement, City shall not make or authorize any contractual
commitment for the construction of, or commence construction
of, any Capital Project described in the Airport Development
Plan (other than those projects designated in the Airport
Development Plan as being in either Category 1 or Category 2)
until such time as:
i
(a) All necessary governmental approvals have been
obtained for the construction of Terminal Building No. 1
(including the associated satellite concourse building); and
(b) There are in effect Airport Use Agreements in
which the aggregate number of square feet of premises
designated as Additional Footage is not less than 530,000
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square feet. For purposes of this Section 9.11(b), Additional
Footage shall include the Additional Footage portion of an
Airline Party's Phase II (or Phase III, if such Airline Party,
will have Phase III) Exclusive Use Premises prior to the Date
of Beneficial Occupancy thereof.
Section 9.12 - Authority to Issue Obligations to Fund Tenant
Improvements
Subject to the provisions of Sections 8.02 and 8.04,
and this Section 9.12, and except to the extent that an Airline
Party has been reimbursed pursuant to Section 9.13, City may
issue General Airport Revenue Bonds or Junior Lien Obligations
in an amount sufficient to pay, reimburse or refinance (a) the
cost of tenant improvements to any Airline Party's Exclusive
Use Premises, and (b) all related costs of issuance and
associated financing costs, including, but not limited to, the
cost of capitalized interest, debt service coverage
requirements, credit facility fees and required deposits into
any debt service reserve fund or other fund established in the
ordinance or resolution authorizing such obligations. Such
General Airport Revenue Bonds or Junior Lien Obligations may be
issued in an amount sufficient to provide proceeds of not more
than $20.00 per square foot of any Phase II (and Phase III, if
applicable) Exclusive Use Premises of any Airline Party which
were not included in such Airline Party's Phase I (or Pnase II,
if applicable) Exclusive Use Premises. City may issue such
General Airport Revenue Bonds or Junior Lien Obligations and
make available the proceeds thereof to any Airline Party, upon
the written request of such Airline Party and its written
agreement to (i) pay the Debt Service on the General Airport
Revenue Bonds or Junior Lien Obligations issued at such Airline
Party's request, (ii) use the proceeds- of such General Airport
Revenue Bonds or Junior Lien Obligations to build, purchase or
otherwise acquire such items of personal property or fixtures
as are commonly in use at the Airport or at other comparable
airports and as are not primarily identified with or usable
only by such Airline Party, and (iii) assume all maintenance,
operation and repair responsibilities for such improvements;
provided, however, that City shall not issue General Airport
Revenue Bonds or Junior Lien Obligations at the request of any
Airline Party which is in default under its Airport Use
Agreement or which cannot demonstrate, to the satisfaction of
City, its ability to pay the Debt Service attributable to such
obligations. Airline's obligation to pay Debt Service on
General Airport Revenue Bonds or Junior Lien Obligations issued
pursuant to this Section 9.12 shall be limited to (1) Debt
Service on any such General Airport Revenue Bonds or Junior
Lien Obligations issued at Airline's request and (2) a prorata
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share of Debt Service on any such General Airport Revenue Bonds
or Junior Lien Obligations issued at another Airline Party's
request as a result of such Debt Service being included in
& M Expenses upon such other Airline Party's default.
Nothing in this Section 9.12 shall be construed as prohibiting
any other means of financing tenant improvements for any
Airline Party. Any tenant improvements financed pursuant to
this Section 9.12 shall become and remain the property of City,
and may not be removed by Airline from such premises.
Section 9.13 - Authority to Issue Obligations to Reimburse
Certain Airlines for Relocation Costs
Subject to the provisions of Sections 8.02 and 8.04,
City may determine that the relocation of various "Airline
Parties" (as defined in the 1959 Airport Use Agreement, which,
"on the Effective Date, have 1959 Terminal Lease Agreements in
effect) from one location to another is necessary to facilitate
the Airport Development Plan and may, upon such determination,
issue General Airport Revenue Bonds or Junior Lien Obligations
in an amount sufficent to provide proceeds not in excess of an
aggregate amount of $2,500,000, as adjusted pursuant to this
Section 9.13, to pay the cost of relocating such "Airline
Parties" and to pay the cost of preparing substitute space and
facilities therefor ((a) excluding payment for unamortized'
improvements in vacated premises, payment for new aircraft
loading bridges and devices and other movable equipment,
fixtures and personalty, and (b) including payment for items
such as new floor covering, wall covering and decorating
consistent with such person's tenant finish standards at the
Airport, new signs, the cost of relocating aircraft loading
bridges and devices, wall partitions and other movable
equipment, trade fixtures and personalty, the cost of the
movement of communications equipment and the cost of the
modification of fueling facilities) ; provided, however, that no
such reimbursement shall be made to any such "Airline Party"
who is acquiring any material increase in linear footage of
concourse perimeter adjacent to exclusive aircraft parking area
at the time of such relocation; and provided, further, that no
such reimbursement shall be made to any such "Airline Party"
whose only relocation involves the relocation of holdrooms and,
if appropriate, baggage handling facilities within the same
concourse. The amount of $2,500,000 set forth in this Section
9.13 shall be adjusted by multiplying such amount by the sum of
one (1) plus the percentage change, expressed to four (4)
decimal places, in the cost index described in Section
9.08(a) (i) from mid-year 1982 to the mid-point of the periods
in which the costs described herein are actually incurred.
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Section 9.14 - Special Facility Improvements
In the event that an Airline Party elects to fund any
Capital Project in the Airport Development Plan through the
issuance of Special Facility Revenue Bonds for which such
Airline Party has the unconditional obligation to make Debt
Service payments, City shall enter into with such Airline Party
a Special Facility Financing Arrangement having provisions
identical or substantially similar to those provisions in the
Special Facility Use Agreement dated as of August 1, 1982
between City and Delta Air Lines, Inc., governing (a) City's
obligation to issue such bonds, and such Airline Party's right
to approve such bonds, (b) the design and construction
supervision by such Airline Party, including "fast-track"
construction procedures, (c) the reimbursement to such Airline
Party for cost of "Common Improvements", as defined therein,
(d) the refinancing of cost of Public Use Premises and Aircraft
Parking Areas, and (e) credits to such Airline Party pursuant
to Section 5.03(b) and Section 5.06(c) of this Agreement.
Section 9.15 - Construction of Fueling System
The construction of the Fueling System shall be
governed by the terms of the Fueling System Lease and the
provisions of this Article IX shall not apply thereto.
ARTICLE X
AIRPORT DEVELOPMENT FUND
Section 10.01 - Introduction
The provisions of this Article X govern the calculation
of the Airport Development Fund payment requirement, and the
uses and investment of -moneys in the Airport Development Fund.
Section 10.02 - Airport Development Fund Payment Requirements
Beginning with the first Fiscal Year following the
earlier to occur of (a) the Date of Beneficial Occupancy with
respect to any Exclusive Use Premises in Terminal Building
No. 1 and (b) December 31, 1989, and continuing for each Fiscal
Year thereafter, there shall be included in the calculation of
Airport Fees and Charges an amount equal to twenty percent
(20%) of the amount by which Concession Revenues, as reflected
in the Final Audit for such Fiscal Year, exceed Concession
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Revenues for the last full calendar year preceding the
Effective Date (the "Airport Development Fund payment
requirement") , which payment requirement shall be adjusted in
accordance with Section 10.03.
Section 10.03 - Airport Development Fund Payment Requirement
Adjustments ~ ^
(a) In each Fiscal Year, the Airport Development Fund
payment requirement, if any, shall be reduced, but not below
zero, by an amount equal to fifty percent (50%) of the amount,
if any, deposited by City into the Airport Fund or transferred
to the Trustee for deposit into the Revenue Fund for such
Fiscal Year from Net Revenues of the Land Support Area pursuant
to Section 13.03.
(b) In each Fiscal Year, the Airport Development Fund
payment requirement, if any, shall be reduced, but not below
zero, by an amount equal to fifty percent (50%) of the amount,
if any, deposited by City into the Airport Development Fund
from the Emergency Reserve Fund pursuant to subsection (a) of
Section 11.03.
(c) In each Fiscal Year, the Airport Development Fund
payment requirement, if any, shall be reduced, but not below
zero, by the amount by which (i) any passenger facility charge
or similar tax at the Airport collected by City during such
Fiscal Year (net of the amount, if any, of expenses incurred by
City in the imposition and collection of such a charge or tax) ,
exceeds (ii) the amount, if any, of Federal government funding
eliminated and replaced by such passenger facility charge or
similar tax for such Fiscal Year, as measured oy Government
Grants-in-Aid under the Airport and Airway Development Act of
1970, as amended, supplemented, or superseded, from time to
time, for the Airport in the Fiscal Year immediately preceding
the Fiscal Year in which such passenger facility charge or
similar tax is first imposed.
Section 10.04 - Payments out of Airport Development Fund
(a) City may make payments out of the Airport
Development Fund for one or more of the following uses at or
related to (i) the Airport, (ii) Chicago-Midway Airport and
Merrill C. Meigs Field, if owned or operated by City as of the
Effective Date, or (iii) any airport other than those described
above owned or operated by City and approved by a Majority-in-
Interest: (1) construction, improvement or repair of runways,
taxiways or facilities incidental thereto; (2) installation and
maintenance of navigational aids; (3) purchase of land for
clear zones and runway and taxiway expansion; (4) aircraft
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parking areas used in common and not directly adjacent to any
exclusive use facilities; (5) roadways, automobile parking lots
and garages, and ground transportation systems; (6) heating and
refrigeration facilities and other facilities related to
utilities (except any such facilities which exclusively serve
exclusive use facilities) ; and (7) improvements to any portion
of any structure, which portion is not exclusively used by any
person.
(b) Notwithstanding the. foregoing, (i) with respect to
any airport other than the Airport, payments may not be made out
of the Airport Development Fund for improvements to passenger
terminals or roadways, automobile parking lots and garages, or
aircraft parking areas which directly serve passenger terminals,
and (ii) with respect to the Airport and any other airport,
payments may not be made out of the Airport Development Fund
for any improvements which directly and exclusively benefit any
person or persons in the Air Transportation Business.
(c) In the event there are, in any Fiscal Year,
Terminal Area Rentals, Terminal Area Use Charges, Landing Fees,
Fueling System Fees or indemnification payments pursuant to
Section 19.01(a) (ii) , (iii) or (iv) of any Airline Party, or
rentals, charges and Federal Inspection Service Fees of any:
person engaged in the Air Transportation Business imposed for
the use of the International Terminal Area, unpaid when due and
reasonably deemed uncollectible by City after collection
efforts have been undertaken in accordance with Section 16.03,
and if amounts in the Emergency Reserve Fund available pursuant
to Section 11.03(b) to pay such fees, charges and rentals have
been exhausted, City shall make payments out of n Unobligated
Funds", as below defined, in the Airport Development Fund to
pay such fees, charges and rentals before including such fees,
charges and rentals in the calculation of Airport Fees and
Charges. "Unobligated Funds" means all funds in the Airport
Development Fund in excess of the aggregate cost of all
improvements to be funded from the Airport Development Fund
pursuant to notice given in accordance with Section 8.03 or
Majority-in-Interest approval granted in accordance with tne
procedure set forth in Section 8.06.
Section 10.05 - Investment of Airport Development Fund
Any balance in the Airport Development Fund shall be
invested as deemed prudent by City. Any earnings from such
investments shall become part of the Airport Development Fund
and any losses shall be borne by such fund.
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ARTICLE XI
EMERGENCY RESERVE FUND
Section 11.01 - Introduction
The provisions of this Article XI govern the calcula-
tion of the Emergency Reserve Fund payment requirement, and the
uses and investment of moneys in the Emergency Reserve Fund.
Section 11.02 - Emergency Reserve Fund Payment Requirements
In each Fiscal Year during the period commencing with
the Effective Date and ending on December 31, 1998, there shall
be included in the calculation of Airport Fees and Charges an
amount (the "Emergency Reserve Fund payment requirement") equal
to the sum of the amounts which would have been included in
"Airport Expense", as defined in the 1959 Airport Use Agree-
ment, on account of depreciation and interest as set forth in
subparagraphs (1) (b) and (c) of Section 15.07 of the 1959
Airport Use Agreement and in substantially similar agreements
between City and other "Airline Parties," as defined in the
1959 Airport Use Agreement, for such Fiscal Year, had the 1959
Airport Use Agreement (and such other substantially similar
agreements) remained in effect.
Section 11.03 - Payments Out of Emergency Reserve Fund
(a) Whenever the amount in the Emergency Reserve Fund
exceeds $7,500,000, City shall make a payment out of the
Emergency Reserve Fund in an amount equal to such excess into
the Airport Development Fund.
(b) In the event there are, in any Fiscal Year,
Terminal Area Rentals, Terminal Area Use Charges, Landing Fees,
Fueling System Fees or indemnification payments pursuant to
Section 19.01(a) (ii) , (iii) or (iv) of any Airline Party, or
rentals, charges and Federal Inspection Service Fees of any
person engaged in the Air Transportation Business imposed for
the use of the International Terminal Area, unpaid when due and
reasonably deemed uncollectible by City after collection
efforts have been undertaken in accordance with Section 16.03,
City shall make payments out of the Emergency Reserve Fund to
pay such fees, charges and rentals before including such fees,
charges and rentals in the calculation of Airport Fees and
Charges.
(c) In the event of any awards, judgments or settle-
ments resulting from any of the events described in 19.01(a) (i) ,
City shall make payments out of the Emergency Reserve Fund in
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respect of such awards, judgments or settlements (but only to
the extent there are no proceeds of insurance available
therefor) before including any amounts attributable thereto as
O&M Expenses in the calculation of Airport Fees and Charges.
Section 11.04 - Investment of Emergency Reserve Fund
Any balance in the Emergency Reserve Fund shall be
invested as deemed prudent by City. Subject to subsection (a) [
of Section 11.03, any earnings from such investments shall
become part of the Emergency Reserve Fund and any losses shall
be borne by such fund.
ARTICLE XII
TERMINAL SUPPORT AREA
Section 12.01 - Calculation of Net Revenues or Net Deficit of
Terminal Supp'ort Area
The Net Revenues, or in the case of a negative number, v
the Net Deficit, of the Terminal Support Area shall equals
(a) Non-Use Agreement Revenues of the
Terminal Support Area identified in
accordance with Section 6.02 and \
Section 13.03; minus
(b) Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated to the
Terminal Support Area in accordance
with Section 6.01; minus
(c) O&M Expenses of the Terminal Support
Area identified in accordance with
Section 6.02.
ARTICLE XIII
LAND SUPPORT AREA
Section 13.01 - Land Support Area Income and Expenses; Use and
Development
(a) Except as provided in Sections 13.03 and 13.04,
the calculation of Airport Fees and Charges shall not include
any costs, expenses or revenues of the Land Support Area.
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(b) The Fueling System Lease Agreement at the Airport
dated as of January 1, 1959, or any successor agreement, the
Lockheed Fuel Services Agreement dated as of February 1, 1960,
or any successor agreement, and any leases between City and
Airline (or any subsidiary or affiliate of Airline) described
in Exhibit M attached hereto of facilities in the Land Support
Area shall, if in effect on the Effective Date, be renewed for
a term equal to the term of this Agreement (except as otherwise
provided in subsection (c) of this Section 13.01) on the same
terms and conditions as are in effect on the Effective Date.
(c) Any lease described in Exhibit M for a cargo
facility to be replaced as part of the Airport Development Plan
shall terminate pursuant to a reasonable schedule established
by City as part of its implementation of the Airport Development
Plan. At least one year prior to such termination, (i) City
shall pay to Airline "Replacement Cost", as below defined, for
Airline's leasehold interest in any such cargo facility, and
(ii) City shall make available to Airline a site in the Land
Support Area for a new cargo facility at least equal in size to
the area being surrendered that is used by Airline for (1) the
cargo building, (2) employee parking, (3) truck maneuvering
areas, and (4) parking adjacent to the building for cargo
handling equipment (the "Replacement Site") , excluding,
however, all areas used for aircraft parking. City shall
submit to Airline a new cargo facility ground lease for the
Replacement Site (1) having a term beginning with the earlier
of (A) the completion of Airline's replacement facilities (as
certified by the Independent Architect or Engineer) and (B) one
year following the date that the Replacement Site is made
available to Airline, (2) having a ground rental at a rate
equal to the rate provided for under the lease surrendered by
Airline, (3) containing to the extent possible the same terms
and conditions included in the surrendered lease, and (4)
granting rights to exclusive and non-exclusive aircraft parking
apron at least equal in size to any exclusive and non-exclusive
aircraft parking apron available to Airline for the facility to
be replaced. For the purpose of this subsection (c) ,
"Replacement Cost" for such leasehold interest shall mean
Airline's prorata share of the total Airline-Funded Costs of
Capital Projects TA-8(a) and IT-5(a). Airline's prorata share
shall be a fraction, the numerator of which shall be the number
of square feet of leased building premises in the facility to
be replaced, and the denominator of which shall be the total
number of square feet of leased building premises in all
facilities described in the description of Capital Projects
TA-8 and IT-5 as facilities to be replaced.
(d) City shall not remove or permit to be removed any
concession located in another Cost-Revenue Center in order to
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relocate such concession in the Land Support Area. City shall
not induce any prospective concession operator to locate in the
Land Support Area rather than in another Cost-Revenue Center.
In no event shall any car or vehicle rental concession be
located in the Land Support Area. City shall not charge rates
for any public parking facility operated in the Land Support
Area below the lowest rates charged for public parKing
facilities in the Terminal Support Area. Nothing contained in
this Article XIII shall be construed to relieve City of its
obligation to maximize Concession* Revenues pursuant to Section
16.01(c).
ea
(e) Subject to subsection (d) of Section 13.01 and
Section 13.04, City may use and develop the Land Support Ar
(including the air rights designated on Exhibit G attached
hereto) in any manner whatsoever; provided, however, that (i)
no such use or development shall materially adversely affect
the operation or development of the Airport or the rights or
obligations of Airline hereunder, and (ii) those portions of
the Land Support Area designated on Exhibit G attached hereto
as Aviation Related Land Use Areas shall be used or developed
only for purposes related to the functions of the Airport.
Section 13.02 - Net Revenues of the Land Support Area
The Net Revenues of the Land Support Area for any
Fiscal Year shall equal, in the case of a positive number:
(a) All amounts received or receivable directly or
indirectly by City, for such Fiscal Year, for the
use of, with respect to, or from the operation
of, the Land Support Area; minus
(b) Principal payments, interest payments, fund
deposits and all other associated financing
costs, for such Fiscal Year, of the Land Support
Area; minus
(c) O&M Expenses, for such Fiscal Year, of the Land
Support Area identified in accordance with
Section 6.02.
City shall separately account for the Net Revenues of that
portion of the Land Support Area as described in Section 13.04.
Section 13.03 - Deposit Into Airport Development Fund; Credit
to Terminal Support Area " ^ ™ ' "
With regard to that portion of the Land Support Area
other than the portion described in Section 13.04, City shall,
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for each Fiscal Year, deposit into the Airport Fund, or, when
the pledge of Revenues under the General Airport Revenue Bond
Ordinance is in effect, transfer to the Trustee for deposit
into the Revenue Fund, in either case for subsequent deposit
into the Airport Development Fund, an amount equal to fifty
percent (50%) of the Net Revenues, if any, of such portion of
the Land Support Area for such Fiscal Year, determined in
accordance with Section 13.02; provided, however, that, to the
extent that such fifty percent (50%) of the Net Revenues of
such portion of the Land Support Area exceeds twice the Airport
Development Fund payment requirement established pursuant to
Section 10.02, one-half (1/2) of such excess shall be paid out
of the Airport Fund or Revenue Fund, as the case may be, into
the Airport Development Fund and one-half (1/2) of such excess
shall be Non-Use Agreement Revenues of the Terminal Support
Area.
Section 13.04 - Central Parking Area
(a) The air rights over the area designated in
Exhibit G as "Central Parking Area" shall be part of the Land
Support Area but City shall not develop such air rights unless
it first (i) submits to the Airline Parties a description of
the development plan for such area including an analysis of.
costs and a construction schedule in sufficient detail to
enable the Airline Parties to make an informed judgment thereon
and (ii) receives approval of a Majority- in-Interest for such
development plan; provided, however, that Major ity-in- Interest
approval may be withheld only if such development (1) will
materially adversely affect the availability of automobile and
other vehicle parking for users of the Terminal Area, (2) will
materially adversely affect the operation of the Ground
Transportation System, (3) will materially adversely affect the
safety or operation of the Airport, (4) will violate any
Federal or state law, rule or regulation relating to the
operation of the Airport, or (5) will increase Airport Fees and
Charges.
(b) City shall, for each Fiscal Year, deposit into
the Airport Fund or, if the pledge of Revenues under the
General Airport Revenue Bond Ordinance is then in effect,
transfer to the Trustee for deposit into the Revenue Fund, an
amount equal to fifty percent (50%) of the Net Revenues, if
any, as described in Section 13.02, for such Fiscal Year, from
the development of the air rights over the Central Parking
Area. Such amount, if any, shall be Non-Use Agreement Revenues
of the Terminal Area.
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ARTICLE XIV
INTERNATIONAL TERMINAL AREA
Section 14.01 - Fees and Charges
City shall use its best efforts to induce each person
engaged in the Air Transportation Business which leases premises
in the International Terminal Area to execute an airport use
agreement which (a) has a term of * not less than ten (10) years,
and (b) requires the payment of such rentals and charges as,
when aggregated together with other Non-Use Agreement Revenues
of the International Terminal Area (including Federal Inspection
Service Fees) and Terminal Support Area Net Revenues, if any,
allocated to the International Terminal Area, will be sufficient
to pay for Debt Service (reduced by Investment Income allocated
in accordance with Section 6.02(b)) allocated to the
International Terminal Area, O&M Expenses of the International
Terminal Area, and Terminal Support Area Net Deficit, if any,
allocated to the International Terminal Area. In any event,
City shall impose rentals, charges and Federal Inspection
Services Fees on any person engaged in the Air Transportation
Business leasing premises in, or using the Federal Inspection
Service Facility portion of, the International Terminal Area,
sufficient to cover such person's prorata share of the
foregoing costs and expenses based upon such person's use of
the International Terminal Area.
Section 14.02 - Calculation of Net Revenues or Net Deficit of
International Terminal Area
The Net Revenues, or in the case of a negative numoer,
the Net Deficit, of the International Terminal Area shall equal:
(a) Non-Use Agreement Revenues of the
International Terminal Area identified
in accordance with Section 6.02,
including rentals, charges and Federal
Inspection Service Fees paid to City by
users of the International Terminal
Area (except late payments collected
and applied in accordance with Section
16.03(b) ) ;
plus
(b) Net Revenues, if any, of the Terminal
Support Area calculated pursuant to
Section 12.01 and allocated pursuant to
Section 6.04 to the International
Terminal Area;
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plus
(c) Any amounts paid, as a result of a
default by a user of the International
Terminal Area, out of the Airport
Development Fund in accordance with
Section 10.04(c) or out of the
Emergency Reserve Fund in accordance
with Section 11.03(b);
minus
(d) Debt Service (reduced by Investment
Income allocated in accordance with
Section 6.02(b)) allocated to the
International Terminal Area in
accordance with Section 6.01;
minus
(e) O&M Expenses of the International
Terminal Area identified in accordance
with Section 6.02;
minus
(f) Net Deficit, if any, of the Terminal
Support Area calculated pursuant to
Section 12.01 and allocated pursuant to
Section 6.04 to the International
Terminal Area.
ARTICLE XV
RESPONSIBILITIES OF AIRLINE
Section 15.01 - Maintenance, Replacement and Repair
(a) Airline shall, in accordance with Exhibit N
attached hereto, be responsible fox and shall perform or cause
to be performed, maintenance and repair of its Exclusive Use
Premises, and shall clean and keep clear of debris Airline's
Aircraft Parking Areas. Airline's responsibility for
maintenance, replacement and repair of the Fueling System shall
be governed by the terms of the Fueling System Lease. Airline
shall, at all times:
(i) Keep all fixtures, equipment and
personal property in a clean and
orderly condition and appearance;
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(ii) Maintain the same in good condition
(reasonable wear and tear excepted) and
perform all ordinary repairs and inside
painting, such repairs and painting by
Airline to be of a quality and class
not inferior to the original material
and workmanship;
(iii) Control all of its vehicular traffic in
the Airport, take all precautions
reasonably necessary to promote the
safety of its passengers, customers,
business visitors and other persons,
and employ such means as may be
necessary to direct the movements of
its vehicular traffic; and
(iv) Either directly or through an indepen-
dent contractor (which independent
contractor shall obtain a City permit,
the issuance of which shall not be
unreasonably withheld) , dispose of its
garbage, debris and other waste
materials (excluding snow and ice) . :
(b) If the performance of any of the foregoing \
maintenance, repair, replacement or painting obligations of ^
Airline requires work to be performed near an active Taxiway or r
Runway or where safety of Airport operations might be involved,
Airline shall post guards or erect barriers or other safeguards,
approved by the Commissioner, at such locations.
Section 15.02 - Modifications to Exclusive Use Premises
(a) Airline may, from time to time, install additional
facilities and improvements and modify or expand existing
facilities or improvements in its Exclusive Use Premises.
Before entering into any contract for such work, Airline shall
first submit to the Commissioner for his prior written approval
a construction application together with complete plans and
specifications of the proposed work. If requested by the
Commissioner, Airline shall require the contractor to furnish a
performance bond and payment bond, approved as to form and
substance by the Commissioner. The approval of the construction
application and plans and specifications shall not be
unreasonably withheld.
(b) Airline shall, and shall include in all
construction contracts a provision requiring the contractor to,
indemnify, hold harmless and defend City, its officers, agents
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and employees against losses (except to the extent such losses
are caused by City's negligence) , occasioned by death, injury
to persons or damage to property, arising out of or in
connection with the performance of construction work, against
the risk of loss or damage to the construction prior to the
completion thereof, and against losses resulting from claims
and demands by third persons arising out of the performance of
the construction work; and Airline shall provide, or shall
require the contractor to provide, liability insurance covering
the foregoing. Airline shall also include in any construction
contract such provisions as may reasonably be required Dy the
Commissioner relating to the operation of the contractor at the
Airport.
(c) All work performed by Airline or its contractor,
including all workmanship and materials, shall be of acceptable
quality and shall be performed in accordance with the plans and
specifications approved by the Commissioner. Such work may be
inspected by the Commissioner, or his authorized representative,
at any time.
(d) Airline shall deliver to the Commissioner "as
built" drawings of the work performed by it and shall keep such
drawings current showing any changes or modifications made- in
or to its Exclusive Use Premises.
(e) Airline shall discharge when due all obligations
to contractors, subcontractors, materialmen, workmen and others
for all work performed and for materials furnished for or on
account of Airline.
Section 15.03 - Taxes, Licenses and Permits
Airline shall pay all taxes and obtain all licenses,
permits, certificates and other authorizations required by any
governmental authority in connection with the operations or
activities performed by it hereunder.
Section 15.04 - Installation of Machinery and Equipment
Airline may, from time to time, in its sole discretion
and at its own expense, install machinery, equipment and other
personal property in its Exclusive Use Premises which may be
attached or affixed to, but shall not become a part of, the
Exclusive Use Premises. Subject to the provisions of Section
9.12, all such machinery, equipment and other personal property
shall remain the sole property of Airline and may be removed by
Airline at any time, in its sole discretion and at its own
expense; provided, however, that any damage resulting from any
such removal shall be repaired by Airline at its own expense.
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City shall not have any interest in or landlord's lien on any
such machinery, equipment or personal property, and such
machinery, equipment and personal property shall be identified
as the property of Airline.
Section 15.05 - Liens Prohibited
Airline shall keep its Exclusive Use Premises and the
installations situated thereon free and clear of any and all
liens in any way arising out of the construction, improvement
or use thereof by Airline; provided, however, that Airline may
in good faith contest the validity of any lien.
Section 15.06 — Performance by City upon Failure of Airline
If Airline fails to perform, for a period of thirty
(30) days after written notice from City, any obligation
required by this Article XV, City may perform such obligation
of Airline, and charge Airline for the cost to City of sucn
performance; provided, however, that if Airline's failure to
perform any such obligation endangers the safety of operations
at the Airport and City so states in its notice to Airline,
City may perform such obligation of Airline at any time after
the giving of such notice and charge Airline for its costs of
such performance.
Section 15.07 - Airline Books and Records
Airline shall maintain at its office in Chicago,
Illinois, or at the Airport, books, records and accounts
relevant to the determination of any Landing Fees, Terminal
Area Use Charges and Federal Inspection Fees, if any, payable
by it, or if such books, records and accounts are not maintained
at such office, it shall promptly furnish the Commissioner and
the City Comptroller of City with all information reasonably
requested by them with respect to such books, records and
accounts. The Commissioner and the City Comptroller of City,
and such persons as may be designated by them, shall have the
right, at all reasonable times, to examine, make copies of, and
take extracts from such books, records and accounts.
Section 15.08 - Airline to Maintain its Corporate Existence;
Conditions Under Which Exceptions Permitted
Airline shall maintain its corporate existence, shall
not dissolve or otherwise dispose of all or substantially all
of its assets, and shall not consolidate with or merge into
another corporation or permit one or more other corporations to
consolidate with or merge into it, unless the surviving,
resulting or transferee corporation, as the case may be, (a)
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expressly assumes in writing all of the obligations of Airline
hereunder, (b) is qualified to do business in the State of
Illinois, and (c) if such corporation is not organized and
existing under the laws of the United States of America or any
State or Territory thereof or the District of Columbia,
delivers to City an irrevocable consent to service of process
in, and to the jurisdiction of the courts of, the State of
Illinois with respect to any action or suit, at law or in
equity, brought by City to enforce this Agreement.
*
Section 15.09 - Qualification in the State of Illinois
Airline warrants that it is, and throughout the term
of this Agreement it (or the surviving, resulting or transferee
corporation permitted by Section 15.08) will continue to be,
duly qualified to do business in the State of Illinois.
ARTICLE XVI
OBLIGATIONS OF CITY
Section 16.01 - Operation and Maintenance of Airport
(a) City shall, in accordance with Exhibit N attached
hereto, operate, maintain and keep in good repair, and expend
such amounts for O&M Expenses as shall be reasonable and
necessary therefor, all of the areas and facilities of the
Airport, except as specifically excepted by Section 15.01.
City's obligation with respect to the operation and maintenance
of the Fueling System shall be governed by the terms of the
Fueling System Lease.
(b) City shall operate and maintain the Airport, and
any other airport for which City makes payments out of funds in
the Airport Development Fund, in a reasonably prudent manner
and in accordance with the rules, regulations and orders of any
Federal or State agency-having jurisdiction with respect
thereto.
(c) City shall operate the Airport and lease space to
concessionaires in a manner so as to produce, subject to the
provisions of this Agreement, Concession Revenues of a nature
and amount which would be produced by a reasonably prudent
airport operator and to maximize such Concession Revenues to
the extent reasonably practicable. At least forty-five (4 5)
days before any concession agreement is entered into between
City and any concessionaire with respect to the use of any
space or facilities at the Airport (excluding the Land Support
Area) , City shall furnish Airline with a copy of such proposed
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agreement, along with a general description of the expected
impact, if any, on Airline's use of its Exclusive Use
Premises. The Commissioner shall give due consideration to any
comments submitted in a timely manner by Airline on such
proposed agreement, and shall, if requested by Airline, meet
with Airline to discuss the expected impact, if any, on
Airline's use of its Exclusive Use Premises.
(d) City shall impose a landing fee on each Fee
Landing, which landing fee shall be calculated on the basis of
a landing fee rate not less than the Landing Fee Rate then in
effect.
(e) City shall supply adequate lighting for the
Airport, including adequate landing lights, floodlights,
beacons and other field lighting.
(f) City shall use its best efforts to keep the
Airport open and in operation for landings and take-offs of
aircraft of any type designed to use facilities similar to
those at the Airport. In such regard, City shall employ or
cause to be employed construction, reconstruction and repair
techniques (including supervision and construction management)
which will minimize Airport operational delays or disruption
reasonably expected to result from such construction, recon-
struction or repair. Except as otherwise provided in Section
15.01, City shall take all actions necessary to keep the
Terminal Area, the Airfield Area, and the Terminal Support Area
clear of snow, ice, debris, vegetation and other foreign matter,
(g) City shall maintain "as built" drawings of all
improvements hereafter constructed at the Airport, which
drawings shall be available to Airline for inspection at any
reasonable time.
(h) City shall pay all taxes or special assessments
which may be levied or assessed upon the premises leased
hereunder; provided, however, that the foregoing shall not
apply to any taxes on any personal property or leasehold of
Airline located on such premises.
(i) City shall maintain order at the Airport.
Section 16.02 - Performance by Airline upon Failure of City
If City fails to perform, for a period of thirty (30)
days after written notice from Airline, any obligation required
by Section 16.01(a) , Airline may, but is not required to,
perform, by itself or jointly with any other Airline Parties,
such obligation of City, and charge City for the cost to
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Airline of such performance; provided, however, that if City's
failure to perform any such obligation endangers the safety of
Airline's operation at the Airport and Airline so states in its
notice to City, Airline may perform, by itself or jointly with
any other Airline Parties, such obligation of City at any time
after the giving of such notice and charge City for its costs
of such performance; and, provided further, that in either
event, Airline shall not deduct any such cost from any amounts
due hereunder or under any other agreement between Airline and
City relating to the Airport. City shall not be liable to
Airline for any loss of revenues to Airline resulting from any
of City's acts, omissions or negligence in maintaining and
operating the Airport.
Section 16.03 - Pursuit of Remedies Against Defaulting Airline
Parties and International Terminal Area Users
(a) A default by any Airline Party in the payment of
Terminal Area Rentals, Terminal Area Use Charges, Landing Fees,
Fueling System Fees, or indemnification payments pursuant to
Section 19.01(a) (ii) , (iii) or (iv) , or a default in the payment
of rentals, charges or Federal Inspection Service Fees imposed
on any person engaged in the Air Transportation Business for
the use of the International Terminal Area, may, if not cured,
result in a greater amount of Terminal Area Use Charges,
Landing Fees and Fueling System Fees payable by Airline than
would otherwise have been required. Accordingly, City shall
diligently pursue all appropriate remedies against any such
defaulting Airline Party or International Terminal Area user on
behalf of and for the benefit of the non-defaulting Airline
Parties, including Airline, and shall give due consideration to
any comments submitted to City by Airline with respect to the
pursuit of such remedies.
(b) Any fees, charges or rentals collected by City
from a defaulting Airline Party or International Terminal Area
user shall be paid in the following manner:
(i) first, prorata, to each
non-defaulting Airline Party to
the extent such Airline Party paid
such fees, charges or rentals;
(ii) next, to the Airport Development
Fund to the extent amounts from
such fund were used to pay such
fees, charges or rentals;
(iii) then, the remainder, if any, to
the Emergency Reserve Fund to the
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extent amounts from such fund were
used to pay such fees, charges or
rentals.
(c) At the election of Airline Parties who have paid
more than fifty percent (50%) of the amount owed by any
defaulting Airline Party or International Terminal Area user
hereunder, such Airline Parties shall become subrogated to
City's rights against such person, and may assume the
prosecution of, and responsibility for pursuing, City's
remedies against such defaulting person. In the event of such
election, City shall fully cooperate with the Airline Parties
assuming the prosecution of such remedies, and any amount
recovered shall be distributed as provided in subsection (b)
above.
ARTICLE XVII
RULES AND REGULATIONS; COMPLIANCE WITH LAWS
Section 17.01 - Rules and Regulations
(a) Airline shall comply, and shall use its best
efforts to cause its passengers, guests, invitees, and
independent contractors to comply, with all Rules and
Regulations governing the conduct and operation of the Airport,
promulgated from time to time by the Commissioner, which are
neither (i) inconsistent with the reasonable exercise by
Airline of any right or privilege granted to it hereunder or
under any other agreement between Airline and City relating to
the Airport, nor (ii) inconsistent with the rules, regulations
or orders of any Federal or State agency having jurisdiction
with respect thereto.
(b) Nothing herein shall be construed to prevent
Airline from contesting in good faith any Rule or Regulation of
the Airport, without being considered in breach hereof so long
as such contest is diligently commenced and prosecuted by
Airline. Airline shall be excused from complying with any Rule
or Regulation of the Airport during any such contest unless the
Commissioner reasonably determines .that failure to comply with
such Rule or Regulation constitutes a health or safety hazard
to users of the Airport.
(c) City shall supply Airline with five (5) sets of
City's current Rules and Regulations. Except in cases of
emergency, no Rule or Regulation shall be applicable to Airline
until Airline has been given fifteen (15) days* notice of the
adoption thereof.
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Section 17.02 - Compliance with Laws
City and Airline shall comply with all applicable
Federal, state and local laws, codes, regulations, ordinances,
rules and orders; provided, however, that City or Airline may,
without being considered to be in breach hereof, contest any
such laws so long as such contest is diligently commenced and
prosecuted by City or Airline, as the case may be.
ARTICLE XVIII
EXERCISE BY CITY OF GOVERNMENTAL FUNCTIONS
Section 18.01 - Governmental Functions
(a) Nothing contained herein shall impair the right
of City in the exercise of its governmental functions to require
Airline to pay any tax or inspection fees or to procure neces-
sary permits or licenses, provided such requirement is not
inconsistent with the rights and privileges granted to Airline
hereunder.
(b) City shall have no control over the rates, fares
or charges that Airline may prescribe in connection with the
conduct of its Air Transportation Business.
Section 18.02 - No Authority to Conduct Ground Transportation
Business
Except as provided in Section 3.04(b) nothing
contained herein shall be deemed to be the grant of any
franchise, license, permit or consent to Airline to operate
motor coaches, buses, taxicabs or other vehicles carrying
passengers or property for hire or other consideration over the
public ways to and from the Airport. City shall have the right
to grant such franchise, license, permit or consent to any
person other than a person in the Air Transportation Business.
ARTICLE XIX
— m i- ■■ ■ — , ■ ■ ■
INDEMNITY, INSURANCE AND CONDEMNATION
Section 19.01 - Indemnity
(a) Airline shall pay, and shall protect, indemnify
and save City, its agents, officers and employees, harmless
from and against any and all liabilities, losses, damages,
costs and expenses (including attorneys' fees and expenses) ,
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I
causes of action, suits, claims, demands, judgments, awards and
settlements including, without limitation, payments of claims
or liability resulting from any injury to or death of any
person or damage to property, and costs of acquisition of real
property as a result of claims described in subsection (i)
below, in each case, arising out of the following (except to
the extent caused by the negligence of City or its agents,
officers and employees) and only to the extent City is not
reimbursed out of insurance proceeds therefor; provided,
however, that if and to the extend City fails to maintain the
insurance required hereunder, then Airline shall not be
obligated under this Section 19.01(a) to pay City to the extent
of insurance proceeds which City would have received if it had
maintained such insurance:
(i) Suits alleging a taking of
property or interests in property
without just compensation,
trespass, nuisance, or similar
suits based upon the use of the
Airport (other than the Land
Support Area) for the landing and
taking-off of aircraft, provided
that any liabilities of Airline
and all other Airline Parties
under this Section 19.01(a) (i)
shall be treated as O&M Expenses
and shall be allocated to the
Airfield Area, and Airline shall
have no responsibility for any
such liabilities beyond its
responsibility to pay rentals,
charges and fees pursuant to
Article V;
(ii) Airline's use or occupancy of the
Airport (other than any use or
occupancy covered by subsection
(a) (i) of this Section 19.01) or
non-use (if such non-use is
contrary to Airline's obligations
hereunder) of any premises demised
to Airline hereunder;
(iii) The condition of Airline's
Exclusive Use Premises, including
any equipment or facilities at any
time located thereon, and any
repairs, construction,
alterations, renovation,
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relocation, remodeling and
equipping thereof or thereto; or
(iv) The violation by Airline of any
agreement, warranty, covenant or
condition of this Agreement, of
any other contract, agreement or
restriction relating to the
Airport, or of any law, ordinance,
regulation or court order
affecting the Airport.
(b) City shall promptly notify Airline in writing of
any claim or action brought against City in respect of which
indemnity may be sought by City against Airline hereunder,
setting forth the particulars of such claim or action and shall
furnish Airline with a copy of all suit papers and legal
process. Airline (except as provided in the next sentence)
shall assume and have full responsibility for the defense or
settlement thereof, including the employment of counsel, and
the payment of all expenses and all settlements or judgments.
In the event any of the suits or actions covered by subsection
(a) (i) above occur, the following shall apply: (i) the defense
of such suits or actions including the employment of counsel,
shall be assumed by all Airline Parties and conducted as
directed by a Majority-in-Interest , and (ii) all expenses,
including attorneys* fees, settlements and judgments shall be
paid by City and included in O&M Expenses and shall be
allocated to the Airfield Area. City shall cooperate fully
with Airline in the defense of any case hereunder, and may
employ separate counsel in any such action and participate in
the defense thereof.
Section 19.02 - Insurance Maintained by Airline
Airline shall maintain, or cause to be maintained, at
its own expense, insurance with respect to its property and
business against such casualties and contingencies (including
but not limited to public liability) in such amounts as are
customary in the case of similarly situated persons in the Air
Transportation Business.
Section 19.03 - Insurance Maintained by City
City shall maintain, or cause to be maintained,
insurance with respect to the Airport (except the Land Support
Area) against such casualties and contingencies and in amounts
not less than is reasonably prudent. Such policies of insurance
shall name City and the Trustee, if any, as co-assureds as
their interests may appear. Without limiting the foregoing,
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City shall maintain, or cause to be maintained, the following
insurance with respect to the Airport (except the Land Support
Area) :
(a) Insurance against loss or damage under a policy
or policies covering such risks as are ordinarily insured
against by reasonably prudent operators of airports, including
without limiting the generality of the foregoing, fire,
lightning, windstorm, hail, floods, explosion, riot, riot
attending a strike, civil commotion, damage from aircraft,
smoke and uniform standard extended coverage with vandalism and
malicious mischief endorsements, and all-risk coverage, limited
only as may be provided in the standard form, if any, of such
endorsements at the time in use in the State of Illinois. Such
insurance shall be maintained in an amount not less than the
full insurable replacement value of the insured premises. No
policy of insurance shall be written such that the proceeds
thereof will produce less, by reason of co-insurance provisions
or otherwise, than the full insurable replacement value of the
insured premises. Full insurable replacement value of any
insured premises shall be deemed to equal the actual
replacement cost of the premises, and shall be determined from
time to time, but not less frequently than once every three
years, by an architect, contractor, appraiser or appraisal ,
company or one of the insurers, in any case, selected oy City.
In the event that such determination of full insurable
replacement value indicates that any premises in the Airport
(other than the Land Support Area) are under insured, City shall
forthwith secure the necessary additional insurance coverage.
(b) Comprehensive general public liability insurance
including blanket contractual liability and personal injury
liability (with employee exclusion deleted) , and on-premises
automobile insurance including owned, non-owned and hired
automobiles used and operated by City, protecting City against
liability for injuries to persons and property arising out of
the existence or operation of the Airport (except the Land
Support Area) in limits as follows: for personal injury and
bodily injury, $100,000,000 for each occurrence and $100,000,000
annual aggregate; and for property damage, $100,000,000 for
each occurrence and $100,000,000 annual aggregate.
(c) Boiler or pressure vessel explosion insurance
with coverage on a replacement cost basis as provided in
subsection (a) of this Section 19.03 for property damage, out
any such policy may have a deductible amount not exceeding
$10,000. No such policy of insurance shall be so written that
the proceeds thereof will produce less than the minimum
coverage required by the first sentence of this subsection (c)
by reason of co-insurance provisions or otherwise.
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(d) Each policy of insurance maintained by City under
this Section 19.03 shall contain a waiver of subrogation in
favor of City and Airline on the part of the insurer.
(e) If, at any time, City is obligated under any
other agreement then in effect between City and Airline to
provide, with respect to premises at the Airport, insurance of
the nature and in not less than the amounts described in this
Section 19.03, then the provisions of this Section 19.03 shall
be subject to the applicable provisions of such other agreement.
(f) City shall, upon request of a Majority-in-
Interest, purchase policies of insurance which are additional,
in scope or amount of coverage, to those policies descrioed in
this Article XIX.
(g) City shall furnish to Airlines' Representative
copies of any notices received by City or the Trustee covering
any of matters contained in this Article XIX.
Section 19.04 - Use of Insurance Proceeds
(a) If Airline's Exclusive Use Premises or Airline's
Aircraft Parking Area, or any portion thereof, are damaged or
destroyed by fire or other casualty, City, after consultation
with Airline, shall, to the extent of proceeds of insurance
received with respect to such premises, forthwith repair,
reconstruct and restore (subject to unavoidable delays) the
damaged or destroyed premises to (i) substantially the same
condition, character and utility value (based upon the plans
and specifications for such premises, subject to then-existing
Airport building standards) as existed prior to the event
causing such damage or destruction, or (ii) such other
condition, character and value as may be agreed upon by City
and Airline. If no obligations issued pursuant to Article VIII
are then outstanding, and if Airline's Exclusive Use Premises,
or any portion thereof, are rendered untenantable by reason of
such damage or destruction, then, unless City provides Airline
with alternative Exclusive Use Premises substantially equivalent
to those rendered untenantable, Airline shall be entitled to a
prorata abatement of its Terminal Area Rentals and Terminal
Area Use Charges until Airline's Exclusive Use Premises are
restored pursuant to this Section 19.04(a).
(b) If any part of the Airport other than Exclusive
Use Premises, Aircraft Parking Areas and Land Support Area are
damaged or destroyed by fire or other casualty, City, after
consultation with Airlines' Representative, shall, to the
extent of proceeds of insurance received with respect to such
premises, forthwith repair, reconstruct and restore (subject to
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unavoidable delays) the damaged or destroyed premises to (i)
substantially the same condition, character and utility value
(based upon the plans and specifications for such premises,
subject to then-existing building standards) as existed prior
to the event causing such damage or destruction, (ii) or such
other condition, character and value as may be agreed upon by
City and a Major ity-in-Interest.
(c) If the net proceeds of insurance received on
account of damage to or destruction of any premises are in
excess of the amount necessary to repair, reconstruct and
restore such premises, the amount of such excess shall be
treated as Non-Use Agreement Revenues of the CRC in which such
premises are located.
(d) City may issue, pursuant to Sections 8.02 and
8.04, obligations to fund, or reimburse Delta Air Lines, Inc.,
or another Airline Party for, any "Insurance Deficiency" as
defined in, and pursuant to the Special Facility Use Agreement
by and between Delta Air Lines, Inc. and City dated as of
August 1, 1982, or pursuant to any identical or substantially
similar provision in any other special facility agreement
entered into by City and any Airline Party pursuant to Section
9.14.
Section 19.05 - Condemnation
(a) City and Airline shall cooperate in the handling
of any prospective or pending condemnation proceedings with
respect to Airline's Exclusive Use Premises or Airline's
Aircraft Parking Area.
(b) Any condemnation or taking of such a substantial
part of Airline's Exclusive Use Premises or Airline's Aircraft
Parking Area that results in such premises being unsuitable, or
the use thereof being economically unfeasible, is herein
referred to as a "Total Taking." In the event of a taking of
any Airline's Exclusive Use Premises or Aircraft Parking Area
other than a Total Taking (a "Partial Taking") , this Agreement
shall remain in effect and, if the net proceeds of any award
received by City on account of such Partial Taking are
sufficient for the purpose, City, after consultation with
Airline, shall forthwith (subject to unavoidable delays) apply
such net proceeds to the restoration or replacement of the
premises so taken as nearly as possible to (i) such condition,
character and utility value (based upon the plans and
specifications, subject to then-existing Airport building
standards) as existed prior to such Partial Taking, or (ii) to
such other condition, character and value as may be agreed upon
by City and such Airline Party.
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n
(c) In the event of a Partial Taking with respect to
any Airline Party or Airline Parties, if the net proceeds of
any award received by City on account of such Partial Taking
are insufficient to restore or replace the premises so taken,
as provided above, so long as City has the right and power to
issue General Airport Revenue Bonds or Junior Lien Obligations,
City shall nevertheless restore or replace (subject to
unavoidable delays) the premises subject to such Partial
Taking, and may issue General Airport Revenue Bonds or Junior
Lien Obligations and pay the cost'of the deficiency (the
"Condemnation Award Deficiency n ) from the proceeds of such
issuance. The Debt Service on General Airport Revenue Bonds or
Junior Lien Obligations issued to fund the amount of a
Condemnation Award shall be allocated in accordance with
Section 6.01 and shall be included in the computation of
Airport Fees and Charges.
(d) In the event that prior to the Effective Date, any
Airline Party had funded a Condemnation Award Deficiency and
under the terms of any agreement then in effect between City and
such Airline Party such funding is to be treated as a loan by
such Airline Party to City, then as soon as reasonably practi-
cable after the Effective Date, so long as City shall have the
power and right to issue General Airport Revenue Bonds or
Junior Lien Obligations, City shall issue General Airport
Revenue Bonds or Junior Lien Obligations in an amount
sufficient (i) to reimburse such Airline Party for the amount
of any such Condemnation Award Deficiency so funded, and (ii)
to pay such Airline Party the amount of any interest expense
actually incurred by it, and not previously paid to such
Airline Party by City, with respect to such Condemnation Award
Deficiency. The Debt Service on such General Airport Revenue
Bonds or Junior Lien Obligations shall be allocated in
accordance with Section 6.01 and included in the computation of
Airport Fees and Charges.
(e) If for any reason the net proceeds of an award
received by City on account of the condemnation or taking of
any premises are in excess of the amount necessary to restore
or replace such premises, the amount of such excess shall be
treated as Non-Use Agreement Revenues of the CRC in which such
premises are located. '
(f) In the event of a Total Taking of any Airline
Party's Exclusive Use Premises or Aircraft Parking Area, the
following shall apply:
(i) Such Airline Party shall receive such portion of
the net proceeds received by City on account of
such taking as is attributable to such Airline
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Party's non-removable tenant finishes and
equipment; and
(ii) At the election of such Airline Party, such
Airline Party may:
(1) terminate this Agreement, in which event the
remaining net proceeds received by City on
account of such taking shall be used first
to redeem General Airport Revenue Bonds or
Junior Lien Obligations, if any, and then
shall be paid to City; or
(2) require City to construct new Exclusive Use
Premises or Aircraft Parking Area for such
Airline Party at a mutually agreeable loca-
tion on the Airport, in which event the net
proceeds received by City on account of such
taking shall be applied to the construction
of such new facilities and any deficiency or
excess shall be handled in the same manner
as a deficiency or excess with respect to a
Partial Taking.
ARTICLE XX
BOOKS AND RECORDS OF CITY
Section 20.01 - City Books and Records
City shall follow such procedures and keep and maintain
such books/ records and accounts as may be necessary or appro-
priate under the provisions of this Agreement or of the General
Airport Revenue Bond Ordinance. Such books, records and
accounts shall contain all items affecting the computation of
Airport Fees and Charges, recorded in accordance with generally
accepted accounting pr-inciples. Airline shall have the right,
at any reasonable time and at its own expense, to examine, make
copies of, and take extracts from such books, records and
accounts.
ARTICLE XXI
QUIET ENJOYMENT
Section 21.01 - Covenant of Quiet Enjoyment
Upon the payment by Airline of all Landing Fees,
Terminal Area Rentals, Terminal Area Use Charges and Fueling
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System Fees properly charged to Airline and the performance of
the covenants and agreements on the part of Airline to be
performed hereunder, Airline shall peaceably have and enjoy the
premises, appurtenances, facilities, licenses and privileges
granted herein.
ARTICLE XXII
SUBLEASE AND 'ASSIGNMENT
Section 22.01 - Sublease and Assignment of Exclusive Use Premises
(a) Airline may sublet or assign its Exclusive Use
Premises, in whole or in part, to another person in the Air
Transportation Business, subject, however, to each of the
following conditions:
(i) No sublease or assignment shall relieve Airline
from primary liability for any of its obligations
hereunder, and Airline shall continue to remain
primarily liable for payment of the Terminal Area
Rentals and Terminal Area Use Charges established
hereunder and for the payment, performance and
observance of its other obligations and
agreements herein provided; and
(ii) Any sublease or assignment of less than all of
Airline's Exclusive Use Premises shall be subject
to the prior written approval of the
Commissioner, which approval shall not be
unreasonably withheld; and any sublease or
assignment of all of Airline's Exclusive Use
Premises (other than an assignment made to a
surviving, resulting or transferee corporation
which meets all of the criteria set forth in
Section 15.08) shall be subject to the prior
approval'of the City Council of City.
(b) Within thirty (30) days following the execution
and delivery thereof, Airline shall furnish City with a copy of
each sublease or assignment entered into by Airline pursuant to
this Section 22.01.
Section 22.02 - Assignment by City
City may assign, in accordance with the General
Airport Revenue Bond Ordinance, if applicable, and with the
terms of this Agreement, certain of its interests in and pledge
certain revenues and receipts under this Agreement as security
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for payment of the principal of, premium, if any, and interest
on obligations issued pursuant to Section 8.02.
ARTICLE XXIII
TRANSITION
Section 23.01 - Transfer of Funds
On the Effective Date, City shall transfer any cash
balances, including any accrued interest thereon, derived from
the operation by City of the Airport (other than funds in the
"Emergency Reserve Account" as defined in and created under the
1959 Airport Use Agreement) , and on hand as of the Effective
Date, into the Airport Fund; provided, however, that any such
funds on hand which, prior to the Effective Date, have Deen
approved by a "Majority-in-Interest" (as defined in the 1959
Airport Use Agreement) for use for Capital Projects shall be
transferred into the Special Capital Projects Fund.
Section 23.02 - Fiscal Year Preceding Effective Date
City shall treat the period from the date of the end
of the last full Airport fiscal year under the 1959 Airport Use
Agreement to the Effective Date as a full Fiscal Year of the
Airport, and shall prepare an audit and accounting of fees and
charges for such period. Any amounts owed to or by Airline for
such period shall be treated as charges or credits, as the case
may be, with respect to Airline's Terminal Area Use Charges
hereunder.
Section 23.03 - Fiscal Year Beginning With Effective Date
City shall treat the period from the Effective Date to
the last day of the Fiscal Year in which the Effective Date
falls as a full Fiscal Year.
ARTICLE XXIV
TERMINATION BY CITY
Section 24.01 - Events of Default Defined
Each of the following shall be an "Event of Default"
under this Agreement:
(a) The failure by Airline to pay any Landing Fees,
Terminal Area Rentals, Terminal Area Use Charges or Fueling
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System Fees required to be paid hereunder at the times
specified herein;
(b) The dissolution or liquidation of Airline,
provided, however, that the term "dissolution or liquidation of
Airline, " as used in this subsection, shall not be construed to
include the cessation of the corporate existence of Airline
resulting either from a merger or consolidation of Airline into
or with another corporation or a dissolution or liquidation of
Airline following a transfer of ail or substantially all of its
assets as an entirety, if the conditions permitting such
actions contained in Section 15.08 are met;
(c) The admission by Airline of insolvency or
bankruptcy or the inability of Airline to pay its debts as they
.mature, or the failure by Airline to pay its debts as such
debts become due, or the making by Airline of an assignment for
the benefit of creditors or the application by Airline for or
the consent to the appointment of a trustee, custodian or
receiver for Airline, or for the major part of its property;
(d) The appointment of a trustee, custodian or
receiver for Airline or for the major part of its property
without discharge thereof within thirty (30) days after such
appointment;
(e) The institution by or against Airline of
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, proceedings under any chapter of the
Federal Bankruptcy Code, as amended, or other proceedings for
relief under bankruptcy law or similar law for the relief of
debtors (other than bankruptcy proceedings instituted by
Airline against third parties) , and if instituted against
Airline, the allowance against Airline or the consent thereto
by Airline, or the failure by Airline to have such proceedings
dismissed, stayed or otherwise nullified within sixty (60) days
after such institution;
(f) The abandonment by Airline of its Air
Transportation Business at the Airport for reasons other than
strike or force majeure; or
(g) The failure by Airline to observe and perform any
covenant, condition or agreement in this Agreement on the part
of Airline to be observed or performed, for a period of thirty
(30) days after written notice specifying such failure and
requesting that it be remedied, given to Airline by City, unless
City agrees in writing to an extension of such time prior to
its expiration; provided, however, that any such failure which
can be cured but which cannot with due diligence be cured
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within such thirty (30) day period shall not constitute an
Event of Default if corrective action is instituted by Airline
within the applicable period and diligently pursued until the
failure is corrected.
Section 24.02 - Remedies on Default
Whenever an Event of Default has occurred and is
continuing, City, to the extent permitted by law and upon
written notice to Airline, may, subject to the provisions of
any other Agreement then in effect between Airline and City,
take any one or more of the following remedial steps:
(a) City may terminate this Agreement and exclude
Airline from possession of its Exclusive Use Premises;
(b) City may, without terminating this Agreement,
exclude Airline from possession of its Exclusive Use Premises,
and use reasonable efforts to lease the Exclusive Use Premises
to another for the account of Airline, holding Airline liable
for all Landing Fees, Terminal Area Rentals, Terminal Area Use
Charges and Fueling System Fees and other payments due up to
the effective date of such leasing and for the excess, if any,
of the Terminal Area Rentals and Terminal Area Use Charges and
other amounts payaole by Airline under this Agreement for the
remainder of the term of this Agreement over the rentals and
other amounts which are payable by such new airline under such
new agreement; and
(c) City may, from time to time, take whatever action
at law or in equity appears necessary or desirable to collect
Landing Fees, Terminal Area Rentals, Terminal Area Use Charges
and Fueling System Fees and any other amounts payable by
Airline hereunder then due and thereafter to become due, or to
enforce the performance and observance of any obligation,
agreement or covenant of Airline under this Agreement.
Section 24.03 - No Remedy Exclusive
No remedy conferred upon or reserved to City in this
Agreement shall be exclusive of any, other available remedy, and
each such other remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement or
nowor hereafter existing at law or in equity or by statute. No
delay or omission in exercising any right or power accruing
upon any default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle City to exercise any
remedy it has under this Agreement, it shall not be necessary
- 113 -
to give any notice other than such notice as may be herein
expressly required.
Section 24.04 - Agreement to Pay Attorneys' Fees and Expenses
In the event Airline defaults under this Agreement and
City employs attorneys or incurs other expenses for the collec-
tion of Landing Fees, Terminal Area Rentals, Terminal Area Use
Charges or Fueling System Fees or the enforcement or performance
or observance of any obligation or agreement on the part of
Airline herein contained, Airline 'shall, on demand, pay to City
the reasonable fees and expenses of such attorneys and such
other expenses so incurred by City.
ARTICLE XXV
TERMINATION BY AIRLINE
Section 25.01 - Termination by Airline
At any time when no obligations issued pursuant to
Article VIII are outstanding, and if Airline is not then in
default in the payment of any amount due from it to City
hereunder, Airline may terminate this Agreement by giving City
sixty (60) days' advance notice upon or after the happening and
during the continuance of any one of the following events:
(a) The issuance by any court of competent jurisdic-
tion of an injunction in any way preventing or restraining the
use of the Airport or any part thereof so as to substantially
affect Airline's use of the Airport in the conduct of its Air
Transportation Business, and the remaining in force of such
injunction, not stayed by way of appeal or otherwise, for a
period of at least ninety (90) days;
(b) The issuance of any order, rule or regulation or
the taking of any action by any Federal or State agency having
jurisdiction with respect to the Airport, or the occurrence of
any fire, other casualty, act of God or the public enemy,
substantially affecting, for a period of at least ninety (90)
days, Airline's use of the Airport in the conduct of its Air
Transportation Business; provided, however, that none of the
foregoing is due to any fault of Airline;
(c) The default by City in the performance of any
covenant or agreement required to be performed by City herein,
and the failure by City to remedy such default after written
notice thereof has been delivered to City, unless (i) City
takes prompt action to remedy such default, within a period of
- 114 -
thirty (30) days after receipt from Airline of such notice, or
(ii) in the case of any such failure which cannot with due
diligence be cured within such thirty (30) day period, if City
takes corrective action within the sixty (60) day period and
diligently pursues such action until the failure is cured; or
(d) The substantial restriction of City's operation
of the Airport by action of any Federal or State agency having
jurisdiction with respect thereto, and the continuance thereof
for a period of not less than sixty (60) days, provided such
restriction adversely affects Airline's operations at the
Airport.
Section 25.02 - Certain Other Agreements Terminated Upon
Termination of this Agreement
Upon the termination of this Agreement, by expiration
of its term or otherwise, all agreements and leases entered
into between Airline and City identified on Exhibit M shall
likewise be terminated, except to the extent that any such
agreements have been extended oy City and Airline subsequent to
the Effective Date.
Section 25.03 - No Remedy Exclusive -
No remedy conferred upon or reserved to Airline in
this Agreement shall be exclusive of any other available
remedy, and each such other remedy shall be cumulative and
shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or
by statute. No delay or omission in exercising any right or
power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as
often as may be deemed expedient. In order to entitle Airline
to exercise any remedy it has under this Agreement, it shall
not be necessary to give any notice other than such notice as
may be herein expressly required.
ARTICLE XXVI
EQUAL OPPORTUNITY
Section 26.01 - Equal Opportunity
Airline agrees that in performing under this Agreement
it shall neither discriminate against any worker, employee or
applicant, or any member of the public, because of race, creed,
color, religion, age, sex or national origin, nor commit an
unfair employment practice.
- 115 -
Airline will take affirmative action to ensure that
applicants are employed and that employees are treated during
employment without regard to their race, creed, color, religion,
age, sex or national origin. Such action shall include, but not
be limited to, the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising; layoff or
termination; rate of pay or other forms of compensation; and
selection for training, including apprenticeship.
Airline agrees to post in conspicuous places, available
to employees and applicants for employment, notices setting
forth the provisions of this Section 26.01. Airline further
agrees that this clause will be incorporated in all contracts
entered into with any suppliers of materials or furnishers of
services, contractors and subcontractors, and all labor organi-
zations, which furnish skilled, unskilled and craft union
"skilled labor, or which may perform any such labor or services
in connection with this Agreement.
Attention is called to Executive Order 11246 issued
September 24, 1965, 3 CFR, 1964-65 Compilation, p. 339, as
modified by Executive Order 11375 issued October 13, 1967,
3 CFR, 1967 Compilation, p. 320; The Civil Rights Act of 1964,
Pub. L. 88-352, July 2, 1964, 78 Stat. 241 et sub.; to the
State Acts approved July 28, 1961, 111. Rev. Stat. 1979, CH.
38, Sees. 13-1 to 13-4 inclusive; July 8, 1933, 111. Rev. Stat.
1979, CH. 29, Sees. 17 to 24 inclusive; July 21, 1961, 111.
Rev. Stat. 1979, CH. 48, Sees. 851 to 866 inclusive, and
July 26, 1967, 111. Rev. Stat. 1979, CH. 48, Sees. 881 to 887;
an ordinance passed by the City Council of the City of Chicago,
August 21, 1945, page 3877 of the Journal of Proceedings (Mun.
Code of the City of Chicago, CH. 198. 7A) ; and the provisions
of 41 CFR Chapter 60, and Part 21, Regulations of the Office of
the Secretary of Transportation.
To demonstrate compliance, Airline will furnish, and
will obligate its contractors and subcontractors to furnish,
such reports and information as is reasonably requested by the
Chicago Commission on Human Relations.
Section 26.02 - Non-Discrimination
This Agreement involves the use of or access to space
on, over or under real property acquired or improved under the
Airport Development Aid Program of the Federal Aviation
Administration, and therefore involves activity which serves
the public.
Airline, for itself, its personal representatives,
successors in interest, and assigns, as part of the considera-
- 116 -
tion hereof, does hereby covenant and agree, as a covenant
running with the land, that (a) no person on the grounds of
race, creed, color, religion, age, sex or national origin shall
be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination in the use of said
facilities; (b) that no person on the grounds of race, creed,
color, religion, age, sex or national origin shall be excluded
from participation in, denied the benefits of, or otherwise be
subjected to discrimination in the construction of improvements
on, over, or under such land and the furnishing of services
thereon; and (c) that Airline shall use the premises in
compliance with all other requirements imposed by or pursuant
to regulations of the Department of Transportation.
Section 26.03 - Prohibition Against Exclusive Rights
It is hereby specifically understood and agreed that
nothing herein contained shall be construed to grant or autho-
rize the granting of an exclusive right to proviae aeronautical
services to the public as prohibited by Section 308(a) of the
Federal Aviation Act of 1958, as amended, and City reserves the
right to grant to others the privileges and right of conducting
any one or all activities of an aeronautical nature.
Section 26.04 - Non-Discrimination in Furnishing Servicer
Airline agrees to furnish services on a fair and not
unjustly discriminatory basis to all users thereof, and to
charge fair, reasonable and not unjustly discriminatory prices
for each unit of service; provided, that Airline may be allowed
to make reasonable and nondiscriminatory discounts, rebates or
other similar types of price reductions.
Section 26.05 - Affirmative Action
Airline assures that it will undertake an affirmative
action program as required by 14 CFR Part 152, Subpart E, to
insure that no person shall on the grounds of race, creed,
color, religion, age, national origin, or sex be excluded from
participating in any employment activities covered in 14 CFR
Part 152, Subpart E. Airline assures that no person shall be
excluded on these grounds from participating in or receiving
the services or benefits of any program or activity covered by
Subpart E. Airline assures that it will require that its
covered suborganizations provide assurances to Airline that
they similarly will undertake an affirmative action program and
that they will require assurances from their organizations, as
required by 14 CFR Part 152, Subpart E, to the same effect.
- 117 -
ARTICLE XXVII
MISCELLANEOUS
Section 27.01 - Parity of Treatment
City shall not hereafter grant to any person engaged
in the Air Transportation Business in competition with Airline
any rights or privileges at the Airport of a character or on a
basis more favorable to such person than those granted or
available to Airline, and the effect of which is to place
Airline at a competitive disadvantage.
Section 27.02 - Notices
All notices to City provided for herein shall be in
writing and shall be sent by registered mail, postage prepaid,
addressed to the Commissioner of the Department of Aviation of
the City of Chicago, City Hall, Chicago, Illinois 60602, or to
such other address as City may designate from time to time by
notice to Airline, and shall be deemed given when so mailed.
All notices to Airline provided for herein shall be in writing
and may be sent by registered mail, postage prepaid, addressed
to Airline, Attention: Director of Properties i
7401 World Way West
Los Angeles, California 90009
or to such other address as Airline may designate from time to
time by notice to City, and shall be deemed given when so
mailed.
Section 27.03 - Severability
In the event any covenant, phrase, clause, paragraph,
Article, Section, condition or provision herein contained is
held to be invalid by any court of competent jurisdiction, the
invalidity of any such covenant, phrase, clause, paragraph,
Article, Section, condition or provision shall in no way affect
any other covenant, phrase, clause, paragraph, Article,
Section, condition or provision herein contained.
Section 27.04 - No Additional Waiver Implied by One Waiver
In the event any agreement contained in this Agreement
is breached by either party and thereafter waived by the other
party, such waiver shall be limited to the particular breach so
waived and shall not be deemed to be a waiver of any other
breach hereunder.
- 118 -
Section 27.05 - Termination of Certain Other Agreements on
Effective Date? Amendments
This Agreement shall supersede the 1983 Use Agreement,
the 1959 Airport Use Agreement, the 1959 Terminal Lease
Agreement, and any other agreement, written or oral, between
City and Airline relating to the Airport, other than the
Fueling System Lease Agreement at the Airport dated as of
January 1, 1959, or any successor agreement, the Lockheed Fuel
Services Agreement dated as of February 1, I960, or any
successor agreement, the Special Facility Use Agreement by and
between Delta Air Lines, Inc. and City dated as of August 1,
1982, and those agreements set forth in Exhibit M hereto;
provided, however, that any rights and obligations with regard
to rentals, charges or fees paid or payable under the 1959
Airport Use Agreement and the 1959 Terminal Lease Agreement
accrued as of the Effective Date shall remain in effect.
Except as otherwise expressly provided, this Agreement may be
amended only in a writing signed by City and Airline.
Section 27.06 - Distribution of Funds upon Termination
All amounts remaining in the Emergency Reserve Fund
and the Airport Development Fund at the termination of this-
Agreement and all other Airport Use Agreements shall be
transferred by City into its corporate fund. All amounts
remaining in any other funds created under this Agreement shall
be used by City for the purposes for which such funds were
created so long as the Airport is used by any Airline Party for
the operation of an Air Transportation Business.
Section 27.07 - No Abatement or Set-off
Airline shall not abate, suspend, postpone, set-off or
discontinue any payments of Terminal Area Rentals, Terminal
Area Use Charges, Landing Fees or Fueling Systems Fees which it
is obligated to pay hereunder. Nothing contained in this
Section 27.07 shall release City from the performance of any of
its obligations under this Agreement. In the event City fails
to perform any of its obligations herein contained, Airline may
institute such action against City, as Airline deems necessary
to compel performance, so long as such action does not abrogate
Airline's obligations to make such payments unless a court of
competent jurisdiction determines otherwise in a final,
unappealable order or in an order for which the time for appeal
has elapsed and no appeal has been taken.
- 119 -
Section 27.08 - Provisions Relating to Special Facility
Agreement °~~~ ~^
(a) If Airline is obligated, at any time, to make
payments of interest on, premium, if any, and principal of
Special Facility Revenue Bonds, then the following shall apply:
(i) If, while any such bonds are outstanding, the
agreement creating and governing such obligation
of Airline (the "Special Facility Agreement")
terminates or is terminated for any reason,
whether or not in accordance with its terms, then
this Agreement shall likewise terminate;
provided, however, that nothing herein shall be
deemed to terminate this Agreement if such
Special Facility Agreement terminates or is
terminated when no such Special Facility Revenue
Bonds are outstanding; and provided further, that
neither this Agreement nor any such Special
Facility Agreement shall be terminated by virtue
of the issuance of obligations thereunder for the
refunding or refinancing of any such bonds.
(ii) Airline's continued rights to use and occupy its
Exclusive Use Premises shall oe conditioned upon
the performance and observance by Airlir.e of its
covenants and agreements in the Special Facility
Agreement; provided, however, that such condition
shall not be deemed to be violated unless any
period established in such Special Facility
Agreement for curing any failure to perform or to
observe such covenants and agreements has expired
without such failure being cured.
(b) In the event that Airline and City are parties to
a Special Facility Agreement dated prior to the date of
execution of this Agreement, it is the understanding and
agreement of City and Airline that City would not have demised
and let any Exclusive Use Premises to Airline hereunder if
Airline had not heretofore undertaken the duties and
obligations required to be performed and observed by the
Airline under the terms of such Special Facility Agreement.
IN WITNESS WHEREOF, City has caused this Agreement to
be executed on its behalf by its Mayor, pursuant to due
authorization of the City Council of City, and its seal to be
hereunto affixed and attested by the City Clerk of City, and
Airline has caused this Agreement to be executed on its behalf
by its President and its
- 120 -
Secretary, pursuant to due authorization of its Board of
Directors, all as of the day and year first above written,
Attest: CITY OF CHICAGO
City Clerk Mayor
Approved:
Comptroller ™~ DEPARTMENT OF AVIATION
Approved:
Attest:
Commissioner
Cc rporation Counsel
Secretary President
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- 121 -
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/HRPORH DEVELOFMEN1 PL.V9N
COST REVENUE CENTER (CRC) AIRLINE FUNDED SUMMARY
FUNDING
PRIORITY I
FUNDING
PRIORITY II
Airfield (AF):
AIRLINE FUNDED
TOTALS
$167,514,134 $124,647,336 $292,161,470
Terminal Area (TA)
$218,892,556 $82,656,362 $301,548,918
Terminal Support ( TS ) :
$15,940,108 $149,402,002 $165,342,110
International Terminal (IT): $298,080 $80,649,422 $80,947,502
TOTALS
$402,644,878 $437,355,122 $840,000,000
COST REVENUE CENTER (CRC) CATEGORY SUMMARY (1)
CATEGORY 1 CATEGORY 2
TOTALS
Airfield (AF)
$29,943,774 $12,607,704 $42,551,478
Terminal Area (TA):
$18,960,480 $2,799,360 $21,759,840
Terminal Support (TS)
$0 $43,766,491 $43,766,491
International Terminal (IT): $2,619,540
$298,080 $2,917,620
TOTALS
$51,523,794 $59,471,635 $110,995,429
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SUMMARY SHEET (1/17/83)
AIRFIELD CRC
CAPITAL PROJECTS
AF-1. Extension Runway 27R
AF-2. Extension Rvinway/
Taxiway 9L
AF-3. 32L/9R Parallel
Taxiways
AF-4. 14R/32L Parallel
Taxiways
'-5. Inner/Outer Taxiway
F thru H Relocation
AF-6. Inner /Outer Taxiway
B/C Relocation
Taxiway Relocation Work
AF-7. Utility Relocations
B/C Apron
'-8. Inner/Outer Taxiway
K/L Relocation
AF-8a Inner/Outer
Taxiway
AF-8b Demolition of
Existing
Flight Kitchens and
Maintenance Building
AF-8c Site
Preparation
Southeast Services
Area
AF-8d Aircraft
Parking Area
AF-9. B/C Apron
AF-10. Concourse L Apron
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AIRLINE
P>
FUNDING
FUNDED
CATEGORY 1
CATEGORY 2
PRIORITY I
TOTALS
$26,986,019
a)
=1
$1,844,748
$17,124,788
$31,950,815
$6,876,306
$31,950,815
2
$19,975,572
$23,329,944
q
$9,661,373
$9,661,373
C7
$25,451,401
$25,451,401
^
•
$9,299,340
$284,377
>
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2,559,320
$3,308,364
$40,954,086
$40,954,086
a
$13,855,330
$13,855,330
1
»IRPORl DEVELOFMGNl PL^IN
fi
SUMMARY
SHEET (1/17/83)
S
AIRLINE
FUNDING
FUNDED
CATEGORY 1
CATEGORY 2
PRIORITY I
TOTALS
AIRFIELD CRC
CAPITAL
PROJECTS (Con't)
AF-11.
Cargo Apron
Replacement
$31,838,400
03
=1
AF-12.
International and Commuter
Apron
$20,550,024
AF-13 .
Military Site
Acquisition
$16,072,679
AF-14.
Replacement CFR
Station #1
$8,565,480
$8,565,480
3
AF-15.
Airport Maintenance
Complex v $17,100,077
•
$17,100,077
- $17,100,077
AF-16.
General Aviation
Apron
$0
TOTALS
$29,943,774 $12,607,704 $167,514,134 $292,161,470
t
>4IRPOR"1 DEVELOPMGN1
Number: AF-1
Name: Extension Runway 27R
Airline Funded Total: $26,986,019
PL.V4N
Date: 1/17/83
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
a. Extension of Runway 27R
$2,372,895
7/85
12/85
II
b. Associated Taxiway Construction
$9,054,715
7/85
12/86
II
c. New Hold For Pad Runway 32R
$1,402,353
6/86
11/86
II
d. NAVAIDS Relocation For Runway 27R
$916,056
4/86
9/86
II
e. Second Taxiway Bridge
$10,000,000
7/85
5/86
II
f. DGT Tunnel @ Existing
Bridge
$3,240,000
9/84
12/84
II
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3:
Project Scope:
This project includes a 790 foot extension to Runway 27R, construction of
new taxiways to provide aircraft access to the new runway threshold, as well
as the relocation of related facilities. In addition, a second taxiway bridge
located 350 feet centerline to centerline southeast of the existing bridge
taxiway and the construction of a tunnel section under the south approach to
the existing bridge for DGT system right of way are included.
n,
AIRPORT DEVELOPMEN1 PLV3N
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♦ 11.17.82
Extension Of Runway 27R
AF-1
I
»IRPOR1 DEVELOPMEN1
Number: AF-2
Name: Extension Runway/Taxiway 9L
Airline Funded Total: $1,844,748
Pt-»N
Date: 1/17/83
^
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Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
UtlB/T
a. Extension of Runway 9L
$0
b. 9L Parallel Taxiway Extension
$1,844,748
10/88 9/89
II
_.
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2
Project Scope:
This project includes a 790 foot extension to Runway 9L and an extension of
the 9L Parallel Taxiway to the west to join with the existing 14R/32L
Parallel Taxiway. The Runway 9L extension is not to be funded through the
airlines consent to the Airport Development Plan.
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AIRPORT DEVELOFMEN1 RI.V3N
Extension Runway/
Taxiway 9L
■> 11.17.82
AF-2
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»IRPOR1 DEVELOPMEN1 PL^IIM
Number: AF-3
Name: 32L/9R Parallel Taxiways
Airline Funded Total: $17,124,788
Date: 1/17/83
Airline Funded
Estimated Constr.
Funding
Components
Cost
Start
Complete
Priority
a. Extension Runway 32L
$5,633,010
9/84
8/85
II
b. 32L Parallel Taxiways
$7,091,318
9/84
8/85
II
c. 9R South Parallel Taxiway
$4,400,460
9/84
8/85
II
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Project Scope:
This project includes a 1400 foot extension to Runway 32L and the
development of a west parallel taxiway extending approximately 4000 feet
from the new threshold to the 9R/27L parallel taxiway. An additional 2900
foot section of parallel taxiway is included on the south side of Runway
9R/27L extending from the 9R Runway threshold to the west 14R/32L
Parallel Taxiway. Also included are runway/taxiway crossovers.
AIRPORT DEVELOPMENT PLV3N
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-> 11.17.82
32L/9R Parallel Taxiways
AF-3
yHRPORl DEVELOPMEN1 PL^IN
Number: AF-4
Name: 14R/32L Parallel Taxiways
Airline Funded Total: $6,876,306
Date:
1/17/83
ft
Components
a. Second 14R/32L East Parallel
Taxiway
b. Service Road 14R/32L
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$5,921,046
$955,260
9/84 8/85
9/84 11/84
II
II
P
Project Scope:
This project develops a 2450 foot section of new taxiway parallel to the
existing 14R/32L Parallel Taxiway (east). This section of taxiway is to be
located east of the existing 14R/32L Parallel Taxiway extending from the
Outer Taxiway to the By-Pass Taxiway. This allignment reguires the
relocation of the airport service road from the terminal complex to the
airline hangar/maintenance area.
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AIRPORT DEVELOPMENT Pl_>3fSJ
14R/32L Parallel Taxiways
♦ 11.17.82
AF-4
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/IIRPOm DEVELOPMENl PL>«NJ
Number: AF-5
Name: Inner/Outer Taxiway F thru H Relocation
Airline Funded Total: $31,950,815
Date:
1/17/83
Airline Funded
Estimated Constr.
Funding
Components
Cost
Start
Complete
Priority
a. Taxiway Paving
$13,977,779
9/85
10/86
I
b. Service Road Relocation
$1,083,996
3/85
5/85
I
c. Utilities Relocation
$16,889,040
3/85
11/85
I
Project Scope:
This project includes a 150 to 155 foot southward relocation of the Inner and
Outer Taxiways and all related crossover pavements. Also included is the
relocation of the airport's primary utility corridor, and the service road.
Extension of the aircraft parking apron and taxilanes is also included.
Relocation of fueling facilities is not included in this project.
AIRPORT DEVELOPMENT PL/JN
ft
3
■5-
■» 11.17.82
Inner/Outer Taxiway
F thru H Relocation
AF-5
Number: AF-6
Name: Inner/Outer Taxiway B/C Relocation
Airline Funded Total: $23,329,944
PI-V1N
Date: 1/17/83
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
a. B/C Inner/Outer Taxiway
$16,560,450
9/85
8/86
I
b. 4L Holding Apron
$3,354,372
9/85
11/85
11
c. Service Road
$444,690
9/85
10/85
I
d. Demolition Existing B/C Inner/Outer
Taxiway
$2,970,432
9/85
3/86
I
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Project Scope:
The section of the Inner/Outer Taxiway system is to be relocated from the
points of intersection with the 9L/27R Parallel Taxiway to approximately the
end of the D Concourse. Existing pavement areas and the Truck Fuel Stand,
and Deicing Storage area are to be demolished. Also included is the
development of a new aircraft hold apron off of the Outer Taxiway between
the existing New Scenic Taxiway and the intersection of the Outer and new
14R/32L second Parallel Taxiway. A new service road connecting the B/C
Apron with the main terminal service road network is also included.
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Inner/Outer Taxiway B/C
Relocation
AF-6
»IRPOR1 DEVELOPMEN1 PLvMM
Number: AF-7
Name: Utility Relocations B/C Apron
Airline Funded Total: $9,661,373
Components
a. Electrical & Telephone Relocation
b. Apron Storm Sewer
Date:
1/17/83
Airline Funded Estimated Constr.
Cost Start Complete
$7,743,293
$1,918,080
9/84
3/88
8/85
4/88
Funding
Priority
I
9/84 8/85
ft
3
3
Project Scope:
Airport/Terminal utility systems under the Concourse B/C apron are to be
relocated and upgraded. Included are electrical and telephone transmission
lines and apron storm sewers including inlets.
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Utility Relocations B/C Apron
AF-7
»IRPOR~l DEVELOPMEN1
Number: AF-8
Name: Inner/Outer Taxiway Relocation K/L
Airline Funded Total: $25,451,401
Components
a. Inner/Outer Taxiway K/L
Includes Demo, of Existing
(Category 2)
b. Demo. Flight Kitchens and Airport
Maintenance Building
(Category 1)
c. Site Preparation
Southeast Services Area
(Category 1)
PI_»N
Date: 1/17/83
d. Aircraft Parking Area
(Category 2)
ft
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
3
H
x
od
$9,299,340
8/83 7/84
I
$284,377
8/84 10/84
I
$12,559,320
$3,308,364
8/83 7/84
9/84 12/84
I
I
•
q
Project Scope:
This project includes the realignment of the Inner/Outer Taxiway adjacent
to Concourses K and L. The new geometry will maintain the existing Outer
Taxiway as the future Inner Taxiway adjacent to Concourse L, while a new
Outer Taxiway is to be constructed to the east of the future Inner Taxiway a
distance of 251 feet centerline to centerline. This relocation necessitates
the demolition/reconstruction of the airport maintenance complex, and the
Dobbs House and Marriott flight kitchens. The site preparation for the new
site for these facilities in the southeast area of the airport is also included.
Access to the K and L Concourses for service vehicles is provided with the
development of new service road located on the international terminal
apron. Segments of the new Inner/Outer Taxiway Capital Project may be
used temporarily for parking of aircraft using the Relocated FIS Facility, so
long as the movement of aircraft on such taxiways and into and out of
adjacent leased premises is not unreasonably impeded. The construction and
use of Component AF-8(d) will be given the highest possible priority and
construction shall begin at approximately the same time as commencement
of demolition of existing Terminal 1 (TA-lc).
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* 12.7.82
Inner/Outer Taxiway
K/L Relocation
AF-8. 1
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* 11.17.82
Inner/Outer Taxiway
K/L Relocation
AF-8.2
VHRPOFTI DEVEl_OPM€Nl PL..4N
Number: AF-9
Name: B/C Apron
Airline Funded Total: $40,954,086
Date: 1/17/83
Airline Funded
Estimated Constr.
Funding
Components
Cost
Start
Complete
Priority
a. B/C Apron
$27,313,200
4/85
10/86
I
b. Demo. Existing B/C Apron
$12,661,920
3/85
4/86
I
c. Demo. CFR Station //l
$39,366
9/85
10/85
I
d. Concourse D Paving
$939,600
4/87
8/87
I
Project Scope:
This project includes the demolition approximately 244,250 square yards of
existing pavement adjacent to the B and C Concourses, as well as, the area
referred to as the "North Ramp". A total of 252,900 square yards of new
pavement will be constructed to replace and expand the B/C Apron area as
well as correct sub-grade problems. Also included in this project is the
demolition of the Main CFR Station.
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* 11.17.82
B/C Apron
AF-9
Number: AF-10
Name: Concourse L Apron
Airline Funded Totab $13,855,330
DEVGLOPMEN1 PI_»N
Date: 1/17/83
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
a. Exclusive Aircraft Parking
Area
$4,752,279
3/83
9/83
I
b. Apron Paving For New
Taxiways
$4,926,823
3/83
9/83
I
c. Associated Service Roadway
Work
$508,276
3/83
7/83
I
d. Associated Utilities
$3,667,952
3/83
7/83
I
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Project Scope:
This project includes the development of approximately 91,000 square yards
of new aircraft apron area for Terminal 3A/Concourse L. New pavement
will be constructed. The Concourse L apron will tie into the existing apron
north of Concourse K and extend to a an east/west line to the north defined
by the southerly limit of the H and R facilities. The installation and
construction of new utility systems and apron/terminal service roads are also
included in this project. >
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* 12.7.82
AF-10
i
Number: AF-11
Name: Cargo Apron Replacement
Airline Funded Total: $31,838,400
DEVELOPMENl Pt->4N
Date: 1/17/83
Airline Funded
Estimated Constr.
Funding
Components
Cost
Start
Complete
Priority
a. Replacement of Cargo Apron
$23,349,600
11/84
10/85
11
b. Site Preparation
$6,512,400
9/84
7/85
II
c. Service Road At Cargo Apron
$1,976,400
9/84
7/85
II
Project Scope:
This project includes the replacement of approximately 216,000 square yards
of existing cargo facility apron pavements and related site preparation of the
new southeast cargo area. Also included is the development of
approximately 6000 linear feet new service roadway adjacent to the new
apron areas.
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Cargo Apron Replacement
AF-11
yMRPORl DEVELOPMEN1 PL>JN
Number: AF-12
Name: International and Commuter Apron
Airline Funded Total: $20,550,024
Date: 1/17/83
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
a. International Apron
$12,243,636
4/86
12/86
II
b. Demolition of Existing Cargo
Apron
$4,701,888
4/86
10/86
II
c. Demolition of Parking Pavement
at Existing Cargo Area
$216,000
4/86
10/86
II
d. International Apron Connectors
$1,566,000
4/86
7/86
II
e. Commuter Apron
$1,822,500
6/86
7/86
II
Project Scope:
This project includes the construction of a 151,156 square yard aircraft apron
for the new international terminal building,the initial segment will be
utilized for parking aircraft using the Relocated FIS Facility. Demolition of
90,700 square yards of existing aircraft apron serving Joint Use Cargo
Building #1, Joint Use Cargo Building #2 and the Flying Tiger Cargo Building
is included along with the demolition and removal of approximately 100,000
square yards of truck and automobile parking areas. The proposed apron is
large enough to provide aircraft parking for ten B-747 and four DC- 10 type
aircraft as well as apron taxiway with clearances for B-747 aircraft. This
project also includes 22,500 square yards of Commuter Apron.
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AF-12
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/HRPOR1 DEVELOPMEN1 Pl_>IN
Number: AF-13
Name: Military Site Aquisition
Airline Funded Total: $16,072,679
Date: 1/17/83
Components
a. Misc. Utilities
b. Misc. Support Facilities
c. Officers Club
d. Visiting Officers Quarters
e. Aerial Port Storage
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
$6,494,558
9/84
8/85
II
$697,194
9/84
8/85
II
$4,384,908
9/84
8/85
II
$1,409,411
9/84
8/85
II
$3,086,608
9/84
8/85
II
Project Scope:
This project includes the costs to acquire land from the U.S. Air Force.
Included are the demolition, relocation and replacement costs for existing
USAF facilities located on the parcels of land to be acquired by the City of
Chicago.
\
AIRPORT DEVELOPMENT PL^JN
Military Site Acquisition
+ 11.17.82
AF-13
i
Number: AF-14
Name: Replacement CFR Station #1
Airline Funded Total: $8,565,480
DEVELOPMEN1 PLVMM
Date: 1/17/83
Components
Airline Funde
Cost
d Estimated Constr.
Start Complete
Funding
Priority
a. Replacement of CFR Station
$1,377,810
9/84
8/85
I
b. Service Roads to CFR Station
$2,009,340
9/84
8/85
I
c. Truck Apron at CFR Station
$264,330
5/85
6/85
I
d. Utility Services
$4,914,000
4/85
12/85
I
Project Scope:
A new 18,225 square foot CFR Station is to be constructed along with related
service roads, parking aprons and utility service. This new CFR facility is to
be located west of Runway 14R/32L and North of Runway End 9R. The
truck apron development includes 4,450 square yards of new pavement for
employee parking and building access for the fire trucks. Service road
development includes approximately 6,100 linear feet of roadway to provide
access to the facility from the new cargo area.
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AIRPORT DSVELOPMEN1 PL^JIVJ
Replacement Of CFR Sta #1
-> 11.17.82
AF-14
l
Number: AF-15
DEVELOPMGN1 F>L.AN
Date: 1/17/83
Name: Airport Maintenance Complex
(Category 1)
Airline Funded Total: $17,100,077
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
a. Truck Apron
$1,386,990
5/84
7/84
I
b. Maintenance Facility
Snow Removal Facility
$7,020,000
$7,020,000
9/83
9/83
8/84
8/84
c< Electrical Distribution
$1,080,000
9/83
6/84
1
d. Employee Parking
$485,087
5/84
6/84
e. Salt Storage
$108,000
4/84
6/84
7>
3
Project Scope:
Development of the southeast area of the airport is proposed for the
construction of the new airport maintenance and snow removal vehicle
facility and other airport/related service facilities. Included in this project
is the development of a replacement facility for the existing airport
maintenance building as well as, truck aprons, employee parking areas, and a
new salt storage facility. Electrical utility systems necessary to support the
proposed development are also included. The project does not include
$6,000,000 in committed ADAP funds for the construction of a snow removal
facility.
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* 11.17.82
AF-15
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Number: AF-16
Name: General Aviation Apron
Airline Funded Total: $0
Date: 1/17/83
Components
a. Hangar/Support Facility
Airline Funded
Cost
$0
Estimated Constr. Funding
Start Complete Priority
4/86 6/86
Project Scope:
This is a non-funding item. The existing TWA and portion of the United
Airlines cargo apron are to be reused for general aviation aircraft. General
Aviation related buildings are not a part of the project, as it is anticipated
that private funds will be utilized to replace existing facilities.
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General Aviation Apron
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»IRPOFTI DEVGLOPMEN1 r>\-AN
SUMMARY SHEET (1/17/83)
CATEGORY 1
CATEGORY 2
TERMINAL AREA CRC
CAPITAL PROJECTS
TA-1. Terminal 1
rA-2. Commuter Terminal
Interim Commuter
rA-3. B/C Satellite
TA-4. Terminal 3A/
Concourse L
TA-5. Electrical Relocation
PA-6. Utilities at Central
Terminal Area
•7. Terminal 2/3 Additions
TA-7a Security Additions
Concourses E/F, G & H/K
$2,799,360
:a-8 .
!A-9.
Cargo, and Freight
Forwarder Relocations
(Share with IT-5)
H&R Plant Expansion
(Share with IT-4)
TA-9c 4000 Ton Chiller $2,293,920
•A-10. Relocated FIS Facility $16,666,560
'A-ll. Extension and
Improvement Concourse K
■A-12. Post Office
(Share with IT-6)
A-13. Flight Kitchen
Relocations
^14. Extension and Improvement
of Concourse F
AIRLINE
FUNDING FUNDED
PRIORITY I TOTALS
$67,166,438
$67,166,438
a)
$4,387,999
$82,916,211
$82,916,211
$32,667,346
$32,667,346
$11,376,000
$11,376,000
3
$4,212,000
$7,562,074 °-
f
$44,083,133
$20,703,583
$2,293,920
$16,666,560 $16,666,560
$3,240,000
$1,620,000
$3,240,000
$1,707,573
$0
1,620,000
yJIRPOFn DEVELOFMENl PLv3l\J
SUMMARY SHEET (1/17/83)
TERMINAL AREA CRC
CAPITAL PROJECTS (Con't )
TA-15. Extension S Improvement
of Concourse G
TA-16. Extension & Improvement
of Concourse H
TA-17. Inter-Line Baggage
Improvements
TOTALS
AIRLINE
FUNDING
FUNDING
FUNDED
CATEGORY 1
CATEGORY 2
PRIORITY I
TOTALS
$1,620,000
$1,620,000
$1,620,000
$1,620,000
$0
$18,960,480 $2,799,360 $218,892,556 $301,548,418
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3
yllRPOrVl DEVELOPMGN1 PI_»N
Number: TA-1
Name: Terminal 1
Date: 1/17/83
Airline Funded Total: $67,166,438
Components
a. Terminal #1
b. Canopy Terminal #1
c. Demolition of Terminal //l Etc.
d. Utilities Terminal #1
e. Terminal 1/2 Connector
Airline Funde>
Cost
d Estimated Constr.
Start Complete
Funding
Priority
$58,192,290
9/84
2/87
I
$5,400,000
10/87
6/88
I
$849,524
9/84
12/84*
I
$910,224
7/85
1/86
I
$1,814,400
10/87
6/88
I
3
Project Scope:
The project includes the construction of approximately 367,170 SF of
enclosed building space (excluding utility/mechanical space in the penthouse
and basement levels) for Terminal Building No. 1. Not less than 58% of the
combined total enclosed space (excluding utility/mechanical space in the
penthouse and basement levels) of Projects TA-1 (a), TA-3(a) and TA-3(b) will
be Airline Exclusive Use Premises. This project provides for approximately
2,480 LF of aircraft gate frontage which, in combination with the LF on TA-3
(B/C Satellite) will total 6,370 LF Average clear height of any interior public
spaces shall not exceed a maximum of 25'7". Also included in this project is
the demolition of 393,298 SF of existing buildings, including the International
Terminal, Commuter Terminal, General Aviation Terminal and Hangars, and
Concourse D."
The demolition of Concourse D will not commence before the last date on
which any of the Airline Parties having Phase I Exclusive Use Premises in
Concourse D must surrender such Phase I Premises pursuant to the provisions
of Section 4.03 of the Airport Use Agreement.
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Terminal 1
* 12.7.82
TA-1
3
3
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Number: TA-2
Name: Commuter Terminal
Airline Funded Total: $4,387,999
Components
a. Commuter Terminal
b. Interim Commuter
PL.>4N
Date: 1/17/83
Airline Funded Estimated Constr.
Cost Start Complete
$3,888,000
$499,999
9/85
9/84
8/86
12/84
Funding
Priority
II
II
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Project Scope:
Included is the development of a commuter airline concourse that provides
approximately 1160 linear feet of aircraft parking frontage with some double
parking areas. The concourse will contain a total of 30,000 square feet of
building space for passenger hold areas, corridors and other public spaces. An
interim facility for the commuter operation is included in this project.
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Commuter Terminal
TA-2
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Number: TA-3
Name: B/C Satellite
Date:
1/17/83
X
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Airline Funded Total: $82,916,21 1
Components
a. B/C Satellite
b. Pedestrian Tunnel/
Outbound Baggage
c. Branch Utility Tunnel
and Piping
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$47,570,269
$31,381,020
$4,479,300
10/84 2/87
10/87 6/88
10/84 9/85
10/84 9/85
10/87 2/88
I
3
3
Project Scope:
This project includes the construction of approximately 237,300 SF of
enclosed satellite concourse building space (excluding utility/mechanical
space in the penthouse and basement levels) and 264,150 SF of building space
for underground pedestrian tunnel and an underground outbound baggage
facility, for a total of 501,450 SF of enclosed building space. Not less than
58% of the combined total enclosed building space (excluding
utility/mechanical space in the penthouse and basement levels) of Projects
TA-l(a), TA-3(a) and TA-3(b) will be Airline Exclusive Use Premises. This
project provides for not less than 3,890 LF of aircraft gate frontage which,
in combination with the LF of aircraft gate frontage on TA-1, will total
6,370 LF. Also included in this projeect is the construction of a branch
utility tunnel and piping for HVAC systems. Average clear height of any
interior public spaces shall not exceed a maximum of 25'7".
>MRPOm DEVELOPMENT r*\-AN
B/C Satellite
* 12.7.82
TA-3
a)
1
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»IRPOR"1 D6VELOPMGN1 r>\-AN
Date:
1/17/83
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
Number: TA-4
Name: Terminal 3A/Concourse L
Airline Funded Total: $32,667,346
Components
a. Terminal 3A/Concourse L
Exclusive Use Premises
b. Terminal 3A/Concourse L
Public Use Premises
c. Branch Utility Tunnel
d. Associated Utilities
e. Utility Tunnel to Parking
Garage
f. Pedestrian Tunnel Shell to
Parking Garage
g. Furnishings, Landscaping and
Signage
h. Additional Support for DGT/
40' Bay Expansion
Project Scope:
An extension of Terminal 3 is proposed in addition to a new L Concourse.
Terminal 3 A will provide a building area of 156,900 SF and connect to
Terminal 3 on both the upper and lower levels and be of a design and
architectural quality consistent with the interior and exterior of Terminal
3. Concourse L will also be constructed and provide 1,890 LF of aircraft
gate frontage and approximately 170,700 SF of building space. Not less than
55% of the combined total building space (excluding utility/mechanical space
in the penthouse and basement levels) of project TA-4 will be airline
Exclusive Use Premises. Development also includes expansion of the H&R
Tunnel and utility systems, consistent with those of existing terminals and
concourses. The estimated cost of the design, construction and equipping of
project Component TA-4 (a) is $28,242,993 funded through the issuance of
Special Facility Revenue Bonds pursuant to the Special Facility Use
Agreement, dated as of August 1, 1982, between Delta Airlines Inc. and the
City of Chicago.
See Below
9/82
9/84
I
$26,086,652
9/82
9/84
I
$858,044
9/82
11/82
I
$578,996
3/83
9/83
I
$2,046,004
3/83
6/83
I
$2,257,292
3/83
6/83
I
$311,881
5/84
9/84
I
$528,477
9/82
3/83
I
ft
=1
fi
yllRPORl D£VELOPM£N1 r*\-AN
yi ^ <r3 s:
Terminal 3A/Concourse L
* 11.17.82
TA-4
0\
■x.
\
r
Number: TA-5
Name: Electrical Relocation
Airline Funded Total: $11,376,000
DEVELOPMEN1 PLVlIM
Date: 1/17/83
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
3
a. Electrical Relocation
$5,076,000
9/84
10/85
I
b. Relocation RB-40 Substation
$6,300,000
5/83
12/83
I
Project Scope:
This project includes the relocation of the RB-40 electrical substation and
the related electrcal lines leading to and emanating from this facility. The
substation is being relocated from the southeast side of the airport utility
service area (adjacent to the Concourse L apron) to the northern part of the
utility service area.
3
3
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■{
yaiRPom development puin
\
ft
vs
+ 11.17.82
Electrical Relocation
TA-5
DEVEt-OPMeiMl r*\-AN
Date: 1/17/83
Number: TA-6
Name: Utilities At Central Terminal Area
Airline Funded Total: $4,212,000
Components
a. Utilities at Central Terminal $4,212,000
Airline Funded Estimated Constr.
Cost Start Complete
4/85
11/85
Funding
Priority
II
ft
)•
■x. !
=1 >
3>
3
Project Scope:
This project provides for the development and expansion of utility systems in
the central terminal area. Included are the Illinois Bell Telephone systems
as well a the City of Chicago supervisory and signaling systems.
AIRPORT DeVEUOPMSfSJT PL.y3N
+ 11.17.82
\ II
=l >
-Y;
Utilities at Central Terminal Area XA 6
»IRPORl D6VELOPMEN1 PL.»N
Number: TA-7
Name: Terminal 2/3 Additions
Date: 1/17/83
ft
Airline Funded Total: $7,562,074
Components
a. Security Additions Concourses
E/F, G and H/K
(Category 2)
b. Canopies
c. Concourse Concession
Improvements
d. Restaurant Building
Circulation Improvements
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
II
II
$2,799,360
9/83
8/84
$3,801,600
9/83
8/84
$961,114
9/83
8/84
$0
8/84
3/85
II
0\
3
=1
Project Scope:
This project encompasses the implemetation of miscellaneous terminal
facility improvements. Proposed are new security screening areas for
Concourses, E/F, G and H/K. The new security areas will be located over
the baggage roadway behind (apron side) the terminal building on each side of
the concourse. The new areas will provide approximately 7,200 SF of new
building space at each concourse. The provision of a canopy for the DGT
system for Terminals 2 and 3 consistent with the canopy development
proposed for Terminal 1 is included. Also included is the improvement of
concession spaces within the terminal and concourse buildings.
5
i
\
AIRPORT DEVSLOPMSrVJl PL^JN
Terminal 2/3 Additions
* 11.17.82
TA-7
3
3
o
.DPMEN1
Date: 1/17/83
4IRPOR1 DEVGL
Number: TA-8
Name: Cargo and Freight Forwarder
Relocations (Share with IT-5)
<*,.
Airline Funded Total: $44,083,133
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
2>1
s !
od :
a. Replacement of Cargo
and Freight Buildings
$28,174,305
10/84
2/86
II
b. Associated Utilities
$13,758,578
10/84
7/85
II
!
c. Access Road to Cargo
$2,150,250
4/85
9/85
II
i
Project Scope:
Included in this project are fund allocations for replacement of cargo and
freight buildings as well as related truck aprons. The installation and
development of new access roads and utility systems is also included as a
part of the new southwest cargo site development. Allowances will reflect a
pro-rata share of total square footage of facilities to be relocated including
#1, Joint Use Cargo Building //2, Flying Tigers, United Airlines, TWA, Emery
Air Freight, Airborne, KLM Cargo, and WTC Air Freight.
3i
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>JIRPORl DEVELOPMENT PL^JN
a)
3
* 11.17.82
Cargo, and Freight Forwarder
Relocations (Share with IT-5)
TA-8
yHRPORl DEVELOPMENT PL>IN
Number: TA-9
Name: H&R Plant Expansion (Share with IT-4)
Airline Funded Total: $20,703,583
Components
a. Building Addition
b. HTW Generator
c. 4000 Ton Chiller
(Category 1)
4000 Ton Chiller
d. Supervisory System
e. Electrical Equipment
Date: 1/17/83
Airline Funde
Cost
d Estimated Constr.
Start Complete
Funding
Priority
$5,376,375
9/84
10/85
II
$3,058,560
4/84
10/85
II
$2,293,920
5/83
9/84
I
2,293,920
4/84
10/85
II
$3,840,404
4/84
10/85
II
$3,840,404
4/84
10/85
II
ft
a)
Project Scope:
This project provides for a 75,000 SF expansion of the H&R Plant and new
equipment which includes two High Temperature Water Generator, two 4000
ton chillers, a supervisory system and all related electrical components.
3
US
AIRPORT DEVELOPMENI PL^JN
fl
a)
=1
3
(7
* 11.17.82
H&R Plant Expansion
(Share with FT-4)
TA-9
VllRPOFTI D6VELOPMEN1
Number: TA-10
Name: Relocated FIS Facility
Category 1)
Airline Funded Total: $16,666,560
Components
a. Terminal
b. Buses
c. Associated Roadwork
d. Facility Restoration
P1_>4N
Date: 1/17/83
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
$12,182,400
7/83
6/84
I
$2,799,360
1/84
6/84
I
$1,188,000
7/83
11/83
I
$496,800
10/88
12/88
I
ft
X.
=1
3
Project Scope:
This project includes the development of an international passenger
processing facility. This facility, proposed to be located in the existing
parking structure, will provide 250,000 S.F. of building space for airline
ticketing and baggage functions as well as Federal Inspection Service
facilities. Related items included in this project are busses, and roadway
work to provide access to the FIS Relocation Facility, as well as the
restoration of the facility back to its original use at such time as such
facilities are no longer needed.
1
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AIRPORT D6VELOPMEN1 PL^IN
Relocated FIS Facility
* 12.7.82
TA-10
=1
3
3
3
a/
\
Number: TA-11
Name: Extension and Improvement Concourse K
Airline Funded Total: $3,240,000
Date: 1/17/83
Components
a. Extension and Improvement
Concourse K
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$3,240,000
1/85 12/85
ft
a)
=1
3
3
Project Scope:
This project includes a 200 foot building extension of Concourse K providing
21,700 SF of building space of which not less than 70% will be airline
Exclusive Use Premises. A total of 500 LF of aircraft gate frontage is
provided by the extension.
3
i
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AIRPORT D£VELOFM£N1 PI_>!JN
r
) /orv r
2/
* 11.17.82
3
3:
IT'
Extension and Improvement
Concourse K
TA-11
Number: TA-12
Name: Post Office (Share with IT-6)
Airline Funded Total: $1,707,573
Components
a. Post Office
b. Truck Apron
DEVELOPMEN1 PI_>1N
Date: 1/17/83
Airline Funded Estimated Constr.
Cost Start Complete
$986,523
$721,050
11/84
5/85
2/86
7/85
Funding
Priority
II
II
ft*
a)
=1
Project Scope:
This project provides for the replacement of the existing Post Office
building. The new/replacement facility is to be constructed in the southwest
cargo site. The costs for this project include new construction of the
building, associated truck apron and parking areas and reflect the net present
value of the existing facilities.
3
l
a
AIRPORT DSVELOPMEN1 PL>!JN
X
%tm>
Post Office (Share with IT-6)
* 11.17.82
TA-12
3:
3
1
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VHRPOR1 DEVELOPMGN1 PL.>1ISJ
Number: TA-13
Date: 1/17/
33
Name: Flight Kitchen Relocations
Airline Funded Total: $0
Airline Funded
Estimated Constr.
Funding
Components
Cost
Start Complete
Priority
a. Flight Kitchens
$0
9/83 8/84
y
Project Scope:
The relocation of the existing Dobbs House and Marriot flight kitchen is
required to provide the necessary right-of-way and clear area for the
relocation of the Inner/Outer Taxiway in the Concourse K and L area. The
funding allocation for the relocation of these facilities is zero.
3
yllRPORl DEVELOPMEN1 r*i-AN
Flight Kitchen Relocations
•* 11,17.82
TA-13
(ij
ySIRPORl OGVELOPMGN1
Number: TA-14
Name: Extension and Improvement of
Concourse F
Airline Funded Total: $1,620,000
PI_»N
Date: 1/17/83
Components
a. Extension and Improvement of
Concourse F
Airline Funded
Cost
$1,620,000
Estimated Constr.
Start Complete
3/86 2/87
Funding
Priority
a)
3
Project Scope:
This project includes a 100 foot building extension to Concourse F, providing
10,700 SF of building space of which not less than 70% will be airline
Exclusive Use Premises. A total of 310 LF of aircraft gate frontage is
provided by the extension.
3 1
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AIRPORT DEVELOPMENT PL^JN
Extension and Improvement
of Concourse F
* 11.17.82
TA-14
K
0\
e
3
*
&
3
n
T
AIRPORT DEVELOPMEN1 PL>1N
\)
Number: TA-15
Name: Extension and Imrprovement of
Concourse G
Airline Funded Total: $1,620,000
Components
a. Extension and Improvement of
Concourse G
Date:
1/17/83
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$1,620,000
7/86 6/87
7<
3
Project Scope:
This project includes a 100 foot building extension to Concourse G, providing
10,700 SF of building space of which not less than 70% will be airline
Exclusive Use Premises. A total of 310 LF of aircraft frontage is provided by
the extension.
1
\
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AIRPORT DEVELOPMENT PL>5N
Extension and Improvement
of Concourse G
* 11.17.82
TA-15
ft
3
3:
3
r
»IRPOR1 DEVELOPMEN1 PL.4N
Number: TA-16
Name: Extension and Improvement of
Concourse H
Airline Funded Total: $1,620,000
Components
a. Extension and Improvement of
Concourse H
Date:
1/17/83
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$1,620,000
10/86 9/87
ft
M
5
3
Project Scope:
This project includes a 100 foot building extension to Concourse G, providing
10,700 SF of building space of which not less than 70% will be airline
Exclusive Use Premises. A total of 300 LF of aircraft gate frontage is
provided by the extension.
3
c/>
AIRPORT DEVELOFMEN1 PL^IN
Extension and Improvement
of Concourse H
+ 11.17.82
TA-16
ft
a)
2
5
yHRPOFTI DEVELOPMGN1 Pl_Vll\l
Number: TA-17
Name: Inter-Line Baggage Improvements
Date:
1/17/83
Airline Funded Total: $0
Components
a. Baggage Improvements
Airline Funded Estimated Constr. Funding
Cost Start Complete. Priority
$0
1/89 12/89
3
Project Scope:
This project includes improvements to the inter-line baggage system which
may include the installation of a mechanized transport/sort system. The
funding allocation for this project is zero.
3
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Inter-Line Baggage Improvements T A— 1 7
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A
JMMARY SHEET (1/17/83)
ERMINAL SUPPORT CRC
^PITAL PROJECTS
3-1. Central Terminal Curb-
front Expansion
5-2. Central Terminal
Recirculation Improvements
3-3. NW Tollway Connection/
Wolf to Zemke
i-4. Remote Parking East
1-5.
Old Mannheim
Improvements
r6. DGT Inter-Terminal
-7. DGT East Remote
Parking
-8. Access Roadway
Improvements
-9. Ramps and Roadways at
Old Mannheim
JfeVtel-Or-IVIfeP
n r-l-^II
AIRLINE
ft
FUNDING
FUNDED
CATEGORY 1 CATEGORY 2
PRIORITY I
TOTALS
$15,940,108
$15,940,108
its
$9,288,000
$23,832,000
$13,310,363
3
~
$1,512,000
3:
$43,766,491
$43,766,491 .
$44,454,530
C7
$3,240,000
$9,998,618
3
TOTALS
$0 $43,766,491 $15,940,108 $165,342,110
AIRPORT DEVELOPMENT PL..AN
Number: TS-1
Name: Central Terminal Curbfront Expansion
Airline Funded Total: $15,940,108
Date:
1/17/83
Components
a. Outer Curbfront Expansion
b. Terminal 3A Upper and
Lower Roadways
Airline Funded Estimated Constr.
Cost Start Complete
$8,259,378
$7,680,730
1/86 2/87
3/83 4/84
Funding
Priority
I
ft*
03
2
3
Project Scope:
Included in this project are the addition of one traffic lane to the existing
terminal roadway and the extension of the upper and lower levels of the
roadway along Terminal 3A. The provision of roadway signs and bus shelters
for Terminal 3A are also part of this project.
3
\
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yfHRPORl DEVELOPMGN1 PL>!JN
^
3
7
3
3
* 11.17.82
Central Terminal
Gurb-front Expansion
TS-1
4IRPOR1 DEVELOPMEN1
Number: TS-2
Name: Central Terminal Recirculation Improvements
Airline Funded Total: $9,288,000
PI_>1N
Date: 1/17/83
Components
a. Recirculation Roadway
Improvements
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$9,288,000
1/86 2/87
II
^
Project Scope:
A grade separated roadway and ramps connecting the terminal roadway
entrance, exit, and parking facilities.
\
=1
AIRPORT DEVELOPMENT PI_>9fSJ
03
=1
3
(7
3
♦ 11.17.82
Central Terminal
Recirculation Improvements
TS-2
Number: TS-3
Name: NW Tollway Connection Wolf to Zemke
Airline Funded Total: $23,832,000
PLvMM
Date: 1/17/83
Components
a. NW Tollway Connection
(includes modification of
related existing Tollway
facilities)
b. ROW Acquistition
Airline Funded Estimated Constr.
Cost Start Complete
$22,032,000
$1,800,000
9/84 10/85
11/83 8/84
Funding
Priority
II
II
ft
X.
=1
3
Project Scope:
This project involves the provision of entrance and exit ramps to and from
the NW Tollway to provide more direct access for airport traffic from the
northwest. These ramps will provide access to Wolf and Zemke roads. A
roadway connecting to Old Mannheim Road is also included. Outside funds
amounting to $10,000,000 will be sought to complete this project.
03 J
DEVELOPMENT Fl-AN
\
■» 11.17.82
NW Tollway Gonnection/
Wolf to Zemke
TS-3
Number: TS-4
Name: Remote Parking East
Airline Funded Total: $13,310,363
Components
a. Remote Parking
DEVELOPMEN1 PI-»N
Date: 1/17/83
Airline Funded Estimated Constr.
Cost Start Complete
$13,310,363
9/85 6/86
Funding
Priority
II
fl
&
&
X.
3
y
&
^
Project Scope:
TS-4 encompasses provision of at-grade parking between Old Mannheim Road
just North of the existing Lot C. Additional parking will also be provided
west of Old Mannheim Road. Parking will be provided for airline passengers,
rental car facilities and employees.
3
i
PL>3fSJ
V
ft
a)
3
7
«*
^
3
* 11.17.82
Remote Parking East
TS-4
Number: TS-5
Name: Old Mannheim Improvements
Airline Funded Total: $1,512,000
Components
a. Mannheim/Old Mannheim
Connector Road
b. Old Mannheim Improvements
PL^IN
Date: 1/17/83
Airline Funded Estimated Constr.
Cost Start Complete
$756,000
$756,000
1/86
1/86
6/86
6/86
Funding
Priority
II
II
=1
Project Scope:
Included in this project is the construction of a connector road between
Mannheim and Old Mannheim Roads just north of Parking Lot C. Also a part
of this project is the rehabilitation/improvement of Old Mannheim Road.
I- 1
Ob *
AIRPORT DEVELOPMENT PL>9N
Old Mannheim Improvements
* 11.17.82
TS-5
ft'
0'.
a)
3
^
<?
3
3
w
i
Number: TS-6
DEVELOFMEN1 PI.»N
Date: 1/17/83
Name: DGT Inter-Terminal
(Category 2)
Airline Funded Total: $43,766,491
Components
a. Stations
b. Structure and Guideway
c. Electric and Control
Systems
d. Equipment
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
$2,700,000
7/84
5/85
II
$9,257,976
4/84
5/85
II
$1,617,001
11/84
12/85
II
$30,191,514
11/84
12/85
II
X.
=1
5
3
Project Scope:
The DGT Inter Terminal project consists of two DGT stations as well as the
necessary structures, guideway, electric and control systems, and equipment
for the Central Terminal Area only. A third station will be included in
Terminal 1.
§
ft
AIRPORT DEVELOFMEN1 PL>5N
a)
3
* 11.17.82
DGT Inter-Terminal
TS-6
»IRPOR"I DEVELOPMEN1
Number: TS-7
Name: DGT East Remote Parking
Airline Funded Total: $44,454,530
Date: 1/17/83
Components
Airline Funded
Cost
Estimated Constr.
Start Complete
Fund
Prioi
ing
-ity
a. Stations
$5,400,000
12/84
10/85
II
=1
b. Structure and Guideway
$11,401,048
9/84
10/85
II
c. Electric and Control
Systems
$1,294,998
4/85
5/86
II
d. Equipment
$26,358,484
4/85
5/86
II
\\\
3
Project Scope:
This project represents an extension of the DGT Inter-Terminal system to
serve the East remote parking facilities. It will extend from the
International Terminal to the East parking area and includes provision for
four DGT stations and the necessary structures, guideway, electrical and
control systems, and equipment.
\
>l
AIRPORT DEVELOPMENT PU^JN
=1
3
3
3
3
09
DGT East Remote Parking
Number: TS-8
Name: Access Roadway Improvements
Airline Funded Total: $3,240,000
Components
a. Access Road Widening
b. Access Roadway Signage
□EVELQPMEN1 Pl_V*N
Date: 1/17/83
Airline Funded Estimated Constr.
Cost Start Complete
$3,240,000
$0
5/86 2/87
Funding
Priority
II
3
t
&
3
Project Scope:
This project consists of lane improvements along the Access Roadway
between Old Mannheim Road on the West and the RR crossing on the East.
An additional 13.8 million dollars will be sought from outside sources to
complete selected elements excluded from this Project.
09 >
AIRPORT DGVELOPM6N1 PI-V3N
3:
=1
3
7-
3
(ft
\
■» 11.17.82
Access Roadway Improvements
TS-8
Number: TS-9
Name: Ramps and Roadways at Old Mannheim
Airline Funded Total: $9,998,618
Date: 1/17/83
Components
a. Parking on grade
b. International Recirculation
Roads
c. Access Road Modifications
Airline Funded
Estimated Constr.
Fund
ing
3&
Cost
Start
Complete
Prior
ity
od
$831,600
5/87
7/87
II
^
$2,901,960
4/87
6/88
II
$6,265,058
4/87
6/88
II
?
t
-
0*
Project Scope:
Included are roads serving the International Terminal, new ramps connecting
Old Mannheim Road with the Access road (1-190), and 4.5 acres of at-grade
parking in front of the International Terminal. In additiom, the ramp
connecting the southbound lanes of Mannheim Road with the westbound
(inbound) lanes of the Access road will be modified to feed into Old
Mannheim Road directly across from a new ramp to the Access road.
3
\
I
AIRPORT DEVELOPMEN1 PL>!JN
ft
=1
3
■» 11.17.82
Ramps and Roadways
at Old Mannheim
TS-9
hi
=1
3
3
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»IRPORl DEVELOPMEN1 PL>*N
MMARY SHEET (1/17/83)
rERNATIONAL TERMINAL CRC
CATEGORY 1
CATEGORY 2
FUNDING
PRIORITY I
AIRLINE
FUNDED
TOTALS
$30,814,232
X.
?ITAL
PROJECTS
-1.
International Terminal
Foreign Flag Areas
-2.
Federal Inspection
Facilities
$31,559,106
-3.
H&R Tunnels
2,619,540
$9,287,460
-4.
H&R Plant Expansion
(Share with TA-9)
IT-4c 4000 Ton Chiller
$298,080
$0
$298,080
$2,690,297
I
•5.
Cargo, and Freight
Forwarder Relocations
(Share with TA-8)
$6,350,235
' 3
■6.
Post Office
(Share with TA-12)
TOTALS
-
$246,172
(7
Si
$2,917,620
$0
$298,080
$80,947,502
4
XXI
i
«\
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s
Number: IT-1
DEVELOPM6N1 PI-»N
Date: 1/17/83
Name: International Terminal Foreign
Flag Areas
Airline Funded Total: $30,814,232
Components
a. Foreign Flag Terminal/
Concourse Area
b. Demo. Existing Buildings
(Post Office, Cargo &Freight
Buildings, Share wLh IT-2)
c. Utility Service
(Share with IT-2)
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$24,882,812
$689,748
$5,241,672
3/86 8/88
3/86 6/86
3/86 2/87
II
II
II
0\
?
H
(7
Project Scope:
This project provides for the construction 182,750 SF of terminal space for
foreign flag airlines. This provides for exclusive and joint use airline spaces,
as well as, public spaces in the terminal and Concourses of the proposed
International Terminal. Also included is the demolition of the Joint Use
Cargo Building #1, Joint Use Cargo Building //2, Flying Tiger, United
Airlines, TWA, Emery Air Freight, KLM Cargo, Airborne Freight, WTC
Freight and the Post Office buildings. Existing buildings will be demolished.
Utility service for the foreign flag terminal spaces include the provision of
storm sewers, telephone, electrical, sanitary sewers, water and gas system
extension to the building. The demolition cost and utility development costs
are shared with project IT-2.
w I
AIRPORT DGVSLOPMSfSn PL^JN
J CDC
a)
=1
3
G\
* 11.17.82
International Terminal
Foreign Flag Areas
IT-1
Number: IT-2
Name: Federal Inspection Facilities
Airline Funded Total: $31,559,106
Components
a. Federal Inspection Area
b. Terminal/Concourse Areas
(Non-Foreign Flag)
Pc. Demolition of Existing
Buildings (Share with IT-1)
d. Utility Service (Share with
IT-1)
DEVELOPMEN1 PL..4N
Date: 1/17/83
Airline Funded Estimated Constr. Funding
Cost Start Complete Priority
$20,051,550
$5,576,138
$689,746
$5,241,672
6/86 8/88
3/86 8/88
3/86 6/86
3/86 2/87
II
II
II
II
Project Scope:
Included in this project are terminal building spaces in the international
terminal for the Federal Inspection area, and the non-foreign flag users of
the international terminal. The Federal Inspection area will provide 140,750
SF of building space for the primary inspection area, inbound baggage claim
, area, offices and support space, and a sterile corridor leading from the
aircraft to the FIS area. Terminal building space for exclusive, joint use and
related public non-foreign flag airline spaces totals 39,500 SF of building
area. Also included is the demolition of the Joint Use Cargo Building //l,
Joint Use Cargo Building //2, Flying Tiger, United Airlines, TWA, Emery Air
Freight, KLM Cargo, Airborne Freight, WTC Freight and the Post Office
buildings. Utility service for the foreign flag terminal spaces include the
provision of storm sewers, telephone, electrical, sanitary sewers, water and
gas system extension to the building. The demolition cost and utility
development costs are shared with project TA-8.
3
3
I
yMRPOFTI DEVSLOPMSN1 FL->?N
3 CDC
^
L
^S
Federal Inspection Facilities
-t 11.17.82
IT-2
HI
5V
5
3
09
»IRPORl DEVELOPMEN1 PL^N
Number: IT-3 Date: 1/17/83
Name: H&R Tunnels
Airline Funded Total: $9,287,460
3J
Airline Funded Estimated Constr. Funding
a. Tunnel and Pipe to International
(From Concourse L) $2,619,540 4/83 12/86 II
b. Tunnel and Pipe at International $6,667,920 4/83 12/86 II
Project Scope:
Components Cost Start Complete Priority $J
=1
H
31
This project includes the extension of the utility tunnel and piping system to ^rl
the International Terminal. The system will extend from the L Concourse _^
branch of the "Ring Tunnel" and extend under the Inner/Outer Taxiway »-|
system and International Apron to the terminal building. Additional sections
of the tunnel and piping systems will be constructed throughout the
International Terminal building. ,
AIRPORT DEVELOPMeNI PU^JISJ
H&R Tunnels
* 11.17.82
IT-3
a)
3
2
09
»IRPORl DEVELOPMEN1 PLVIIM
Number: IT-4 Date: 1/17/83
Name: H&R Plant Expansion (Share with TA-9)
Airline Funded Total: $2,690,297
Components
a. Building Addition $698,625 9/84 8/85 II
b. HTW Generators
c. 4000 Ton Chiller
(Category 1)
4000 Ton Chiller
d. Supervisory System
Airline Funded
Cost
Estimated Constr.
Start Complete
Funding
Priority
$698,625
9/84
8/85
II
$397,440
4/84
10/85
II
$298,080
5/83
9/84
I
$298,080
4/84
10/85
II
$499,036
4/84
10/85
II
$499,036
4/84
10/85
II
I
3
Hi
5V
0\
e
e. Electrical Equipment $499,036 4/84 10/85 II ip
- - 5
Project Scope: ~,
W
This project provides for a 75,000 square foot expansion of the H&R Plant ^
and new equipment which includes two High Temperature Water Generators,
two 4000 ton Chillers, a supervisory system and all related electrical
components. (|\
\
Ob
AIRPORT DSVELOPMSN1 Pl-ySN
H&R Plant Expansion
(Share with TA-9)
* 11.17.82
IT-4
Hi
5
a)
3:
3
09
Number: IT-5
DEVELOPMEN1 P1./IN
Date: 1/17/83
Name: Cargo and Freight Forwarder
Relocations (Share with TA-8)
Airline Funded Total: $6,350,235
Components
a. Replacement of Cargo
and Freight Buildings
b. Associated Utilities
c. Access Road to Cargo
Airline Funded Estimated Constr.
Cost Start Complete
4,056,743
$1,983,502
$309,990
10/84 2/86
10/84 7/85
4/85 9/85
Funding
Priority
II
II
II
Project Scope:
Included in this project are fund allocations for replacement of cargo and
freight buildings as well as related truck aprons. The installation and
development of new access roads and utility systems is also included as a
part of the new southwest cargo site development. Allowances will reflect a
pro-rata share of total square footage of facilities to be relocated including
#1, Joint Use Cargo Building #2, Flying Tigers, United Airlines, TWA, Emery
Air Freight, Airborne, KLM Cargo, and WTC Air Freight.
3
1
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to
AIRPORT DSVELOPMEN1 Pl_>3N
Cargo and Freight Forwarder
Relocations (Share With TA-8)
* 11.17.82
IT-5
od
3
09
>4IRPOR~l DEVELOPMEN1 PL.»N
Number: IT-6 Date: 1/17/83
Name: Post Office (Share with TA-12)
Airline Funded Total: $246,172
Airline Funded Estimated Constr. Funding
Components Cost Start Complete Priority rr
=1
a. Post Office $142,222 11/84 2/86 II
b. Truck Apron $103,950 5/85 7/85 II
p
3
Project Scope:
This project provides for the replacement of the existing Post Office
building. The new/replacement facility is to be constructed in the southwest
cargo site. The costs for this project include new construction of a building
associated truck apron and parking areas and reflect the net present value of
the existing facilities.
Ob *
AIRPORT DeVSL-OPMEISJl PL-^fSJ
_ iL
(7
* 11.17.82
Post Office (Share with TA-12)
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EXHIBIT
I
CITY OF CHICAGO
1983 CHICAGO-O'HARE INTERNATIONAL AIRPORT
GENERAL AIRPORT REVENUE BOND ORDINANCE
Adopted: , 1983
f
1
I
\
1
v
A.
TABLE OF CONTENTS
1
ARTICLE I
DEFINITIONS AND INTERPRETATION
Page
Section 101.
Section 102.
Section 103.
Section 104.
Section 105.
Section 106.
Short Title 1
Definitions 1
Interpretation 14
Severability of Invalid Provisions 15
Successors and Assigns 15
Parties Interested Herein 15
ARTICLE II
AUTHORIZATION, OBLIGATION AND ISSUANCE OF BONDS
Section 201
Section 202
Section 203
Section 204
Section 205
Section 206
Section 207
Section 208
Section 301
Section 302
Section 303
Section 304
Section 305
Section 306
Section 307
Section 308
Authorization for Ordinance. .........
Ordinance to Constitute Contract. ....
Authorization of Bonds ................
Source of Payment; Pledge of Revenues
Issuance and Delivery of Bonds. .......
Conditions Precedent to Delivery
of any Series
Conditions Precedent to Delivery of
any Series of Refunding Bonds .......
Application of Proceeds of Bonds and
Refunding Bonds
15
16
16
16
17
17
20
20
ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
Title and Date of Bonds 21
Payment Dates 21
Legends - : 21
Place and Medium of Payment 21
Form and Denominations;
Payment of Interest 22
Inter change ability of Bonds 22
Negotiability, Transfer
and Registry 23
Regulations With Respect
to Exchanges and Transfers 24
1
V
-l-
•\
Section 309
Section 310
Section 311
Section 312
Section 313
Page
Bonds Mutilated, Destroyed,
Stolen or Lost 25
Preparation of Definitive
Bonds , Temporary Bonds 25
Cancellation and Destruction
of Bonds or Coupons 26
Execution 26
Authentication 27
Section 401
Section 402
Section 403
Section 404
Section 405
ARTICLE IV
CONSTRUCTION FUND
Deposits in Construction Fund 28
Costs of Capital Projects 28
Disbursements from Construction Fund 29
Progress Reports and Completion Certificate.... 31
Disposition of Remaining Balances 31
Section 501
Section 502
Section 503
Section 504
Section 505
ARTICLE V
REVENUES AND FUNDS
Creation of Funds and Accounts 33
Deposit of Revenues 34
Disbursement from Revenue Fund 34
Use of Funds 37
General Regulations as to Investments 38
ARTICLE VI
Section 601
Section 602
Section 603
Section 604
Section 605
Section 606
REDEMPTION OF BONDS
Privilege of Redemption
and Redemption Price 39
Redemption at the Election
or Direction of the City 39
Redemption Otherwise Than
at City' s Election or Direction. * 40
Selection of Bonds to
be Redeemed by Lot 40
Notice of Redemption 40
Payment of Redeemed Bonds 41
-li-
Section
701.
Section
702.
Section
703.
Section
704.
Section
705.
Section
706.
Section
707.
Section
708.
Section
709.
Section
710.
Section
711.
Section
712.
Section
713.
Section
714.
Pa^e
ARTICLE VII
COVENANTS OF THE CITY
Equality of Security
Equality of Bonds
Punctual Payment. ...................
Against Pledge of Revenues ..........
Offices for Servicing Bonds .........
x ns lut snc ^ ••««••**•*•••••*•»•»*••••••
Use of Insurance Proceeds ...........
Annual Audit. .......................
Power to Issue Bonds and Make
Pledge Contained in Section 204...
Further Assurances
Prompt Acquisition and Construction.
Tax Covenants
Airport Use Agreements
42
42
42
43
43
43
44
45
46
46
46
46
47
47
!
1
Section 801
Section 802
Section 803
Section 804
Section 805
Section 806
Section 901.
Section 902
Section 903
ARTICLE VIII
ADMINISTRATION OF AIRPORT
Management ...........................
Operation and Maintenance of Airport.
Maintenance of Powers ...............
Independent Airport Consultant. ......
Airport Budget
Leases and Concessions ..............
48
48
49
49
49
49
ARTICLE IX
SPECIAL FACILITIES
Construction, Installation and
Acquisition of Special Facility
Improvements 50
Authorization 50
Special Facility Revenue Bonds 50
1
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Page
ARTICLE X
SUPPLEMENTAL ORDINANCES
Section 1001
Section 1002
Section 1003
Section 1004
Supplemental Ordinances Effective Upon
Filing With the Trustee 51
Supplemental Ordinances Effective
Upon Consent of Trustee 52
Supplemental Ordinances Effective
With Consent of Bondholders 52
General Provisions 52
ARTICLE XI
Section 1101
Section 1102
Section 1103
Section 1104
Section 1105
Section 1106
AMENDMENTS
Mailing and Publication of
Notice of Amendment 53
Powers of Amendment 53
Consent of Bondholders 54
Modifications by Unanimous Consent 56
Exclusion of Bonds 56
Notation on Bonds ". 56
Section 1201
Section 1202
Section 1203
Section 1204
Section 1205
Section 1206
Section 1207
Section 1208
Section 1209
Section 1210
Section 1211
ARTICLE XII
DEFAULT AND REMEDIES
Events of Default 57
Remedies 57
Priority of Payments After Default 58
Termination of Proceedings 59
Bondholders ' Direction
of Proceedings 60
Limitation on Rights
of Bondholders 60
Possession of Bonds by
Trustee Not Required 61
Remedies Not Exclusive 61
No Waiver of Default 61
Notice to Bondholders 61
Subordination of Detached Coupons 62
-IV-
Section 1301
Section 1302
Section 1303
Section 1304
Section 1305
Section 1306
Section 1307
Section 1308
Section 1309
Section 1310
Section 1311
Section 1312
Section 1313
Section 1314
Section 1315
Section 1316
ARTICLE XIII
CONCERNING THE FIDUCIARIES
Pa^e
62
Trustee
Appointment and Acceptance
of Duties of Paying Agents .................. 63
Funds Held in Trust and Security Therefor. .... 63
Responsibility of Fiduciaries ................. 64
Evidence on Which Fiduciaries
Compensation and Expenses ..................... 65
Permitted Acts and Functions 65
Resignation of Trustee 65
Removal of Trustee 65
Appointment of Successor Trustee. 66
Transfer of Rights and Property
to Successor Trustee 66
Merger or Consolidation 67
Adoption of Authentication 67
Resignation or Removal of
Paying Agents and Appoint-
ment of Successors .......................... 67
Evidence of Signatures of
Bondholders and Ownership of Bonds. .......... 68
Preservation and Inspection
of Documents ................................ 69
v
4
ARTICLE XIV
Section 1401
Section 1402
Section 1403
Section 1404
Section 1405
MISCELLANEOUS
Defeasance 69
Funds Held for Particular
Bonds and Coupons 70
No Recourse Under Ordinance
or on Bonds 71
Conflict 71
Publication; Effective _ate 71
-v-
I
AN ORDINANCE AUTHORIZING
THE ISSUANCE
BY THE CITY OF CHICAGO OF ITS
CHI CAGO-O' HARE INTERNATIONAL AIRPORT
GENERAL AIRPORT REVENUE BONDS,
AND PROVIDING FOR THE PAYMENT OF
AND SECURITY FOR SAID BONDS
WHEREAS, the City of Chicago is a home rule unit of local
government, duly organized and existing under the laws of the
State of Illinois, and in accordance with the provisions of
Section 6(a) of Article VII of the 1970 Constitution of the State
of Illinois is authorized to own and operate commercial and
general aviation facilities; and
WHEREAS, the City currently owns and operates an airport
known as Chicago-O'Hare International Airport; and
WHEREAS, the City has heretofore cetermined to improve and
expand said airport and to issue Bonds (as hereinafter defined),
payable solely from Revenues (as hereinafter defined), to pay the
cost of improvements to, and expansions of, said airport.
Be It Ordained by the City Council of the City of Chicago as
follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 101. Short Title . This ordinance may hereafter be
cited as the "1983 Chicago-O'Hare International Airport General
Airport Revenue Bond Ordinance . "
1
Section 102. Definitions . The following terms, for all
purposes of this Ordinance, and of any ordinance amendatory or
supplemental hereto, and of any certificate, opinion or other &
document herein mentioned, shall have the meanings herein speci-
fied unless the context clearly indicates otherwise:. \i
"Accounts" means the special accounts created and established i
pursuant to Articles IV and V. \\
"Aggregate Debt Service" means, as of any particular date of
computation and with respect to a particular Bond Year or other
specified 12 -month period, an amount of money equal to the aggregate
of the amounts of Annual Debt Service with respect to such Bond
Year or other specified 12 -month period and to the Bonds of all H^
Series. V
i
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$
^
"Air Transportation Business" means the carriage by aircraft
of persons or property as a common carrier for compensation or
hire, or the carriage of mail, by aircraft, in commerce, as
defined in the Federal Aviation Act of 1958, as amended.
"Airline Party" means, at any time, any person actively
engaged in the Air Transportation Business at the Airport who
then has an Airport Use Agreement in effect with the City, either
directly or through a valid assignment.
"Airport" means Chicago-O'Hare International Airport as
shown on Exhibit A attached to the Airport Use Agreements,
together with any additions thereto, or improvements or enlarge-
ments thereof, hereafter made, but any land, rights-of-way, or
improvements which are now or hereafter owned by or are part of
the transportation system operated by the Chicago Transit Author-
ity, or any successor thereto, wherever located within the bound-
aries of the Airport, shall not be deemed to be part of the
Airport.
"Airport Development Fund" means the Airport Development
Fund created pursuant to Article VII of the Airport Use Agreements.
"Airport Development Fund Deposit Requirement" for any
Fiscal Year means any amount required to be deposited in the
Airport Development Fund from any source in any Fiscal Year under
the Airport Use Agreements.
"Airport Development Plan" means the Airport Development
Plan as said term is defined in the Airport Use Agreements.
"Airport Fees and Charges" means Airport Fees and Charges as
said term is defined in the Airport Use Agreements .
"Airport Fund" means the Airport Fund created pursuant to
Article VII of the Airport Use Agreements.
"Airport Use Agreements" means (a) the airport use agreement
and terminal facilities leases entered into between the City and
various companies engaged in the Air Transportation Business as
authorized by an ordinance adopted by the City Council of the
City on , 1983, entitled:
"AN ORDINANCE AUTHORIZING THE CITY OF CHICAGO TO
EXECUTE NEW AIRPORT USE AGREEMENTS WITH UNITED
AIRLINES, INC., AMERICAN AIRLINES, INC., TRANS
WORLD AIRLINES, INC., NORTHWEST ORIENT AIRLINES,
INC., DELTA AIR LINES, INC., AND US AIR, INC.,"
(b) each other airport use agreement and terminal facilities
lease, with respect to the Airport, substantially the same (except
with respect to the Exclusive Use Premises and Airline's Aircraft
Parking Area described therein) and having the same expiration
date as the agreements referred to in (a) above, and (c) in the
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1
case of an all-cargo carrier, its airport use agreement, with ^
respect to the- Airport, substantially the same (except with
respect to the Exclusive Use Premises and Airline's Aircraft
Parking Area described therein) and having the same expiration
date as the agreements referred to in (a) above, together with a
cargo facilities lease of no shorter duration than such airport
use agreement; in each case as amended or supplemented from time
to time in accordance with their terms and Section 714.
"Annual Debt Service" means, as of any particular date of '|\
computation and with respect to a particular Bond Year or other
specified 12-month period and to Bonds of a particular Series, an
amount of money equal to the sum of (a) all interest payable
during such Bond Year or other specified 12-month period on all
Bonds of said Series Outstanding on said date of computation and
(b) all Principal Installments payable during such Bond Year or
other specified 12-month period with respect to all Bonds of said
Series Outstanding on said date of computation, all calculated on
the assumption that Bonds will after said date of computation <\
cease to be Outstanding by reason, but only by reason, of the
payment when due and application in accordance with this Ordinance
of Principal Installments payable at or after said date of computa-
tion.
1
"Authorized Newspapers" means not less than two newspapers
or financial journals, printed in the English language and cus- \
tomarily published (except in the case of legal holidays) at .. ^
least once a day for at least five days in each calendar week,
one of which is of general circulation in the City, and the other
of which is of general circulation in the Borough of Manhattan,
City and State of New York.
a
"Authorized Officer" means (a) the Mayor, the City Treasurer,
the City Comptroller, or any other official of the City designated
as an "Authorized Officer" under this Ordinance by the Mayor by a
Certificate signed by the Mayor and filed with the Trustee for so
long as such designation shall be in effect and (b) the City
Clerk with respect to the certification of any ordinance or ^
resolution of the City Council or any other document filed in his C^
office. \
"Bond Counsel" means a firm of attorneys having expertise in
the field of law relating to municipal, state and public agency /
financing, selected by the City and satisfactory to the Trustee. N
"Bondholder" or "holder" or words of similar import, when
used with reference to a Bond, means any person who shall be the [\»
bearer of any Outstanding Bond registered to bearer or not regis- \J
tered, or the registered owner of any Outstanding Bond at the V 1
time registered other than to bearer. N^
"Bonds" means any of the Bonds of the City authenticated and \ I
delivered under and pursuant to this Ordinance. \)
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•^
"Bond Year" means a 12 -month period commencing on January 2
of each calendar year and ending on January 1 of the. next succeedi]
year.
"Capital Project" means a capital improvement at the Airport,
or the acquisition of land beyond the then-current boundaries of
the Airport for use as a part of the Airport.
"Capitalized Interest" means any amount included in the
proceeds of any Series for the payment of interest on Bonds.
"Capitalized Interest Account" means an Account maintained
in the Construction Fund for the deposit of the portion, if any,
of the proceeds of any Series representing Capitalized Interest.
"Certificate" means an instrument of the City in writing
signed by an Authorized Officer. Any such instrument in writing
and supporting opinions or representations, if any, may, but need
not, be combined in a single instrument with any other instrument,
opinion or representation, and the two or more so combined shall
be read and construed so as to form a single instrument. Any
Certificate of the City may be based, insofar as it relates to
legal, accounting or engineering matters, upon the opinion or
representation of counsel, accountants, or engineers, respec-
tively, unless the officer signing such Certificate knows, or in
the exercise of reasonable care should have known, that the
opinion or representation with respect to the matters upon which
such Certificate may be based, as aforesaid, is erroneous. The
same officer of the City, or the same counsel or accountant or
other persons, as the case may be, need not certify to all of the
matters required to be certified under any provision of this
Ordinance, but different officers, counsel, accountants or other
persons may certify to different facts, respectively. Every
Certificate, and every certificate or opinion of counsel, account-
ants , engineers or other persons provided for herein shall include
(a) a statement that the person making such certificate
or opinion or representation has read the pertinent pro-
vision of this Ordinance to which such statement, certi-
ficate, opinion or representation relates;
(b) a brief statement as to nature and scope of the
examination or investigation upon which the statements,
opinions or representations are based;
(c) a statement that, in the opinion of such person, he
has made such examination or investigation 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
(d) with respect to any statement relating to compli-
ance with any provisions hereof, a statement whether or not,
in the opinion of such person, such provision has been
complied with.
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"City" means the City of Chicago, a municipal corporation J^
and home rule unit of local government organized and existing
under the laws of the State of Illinois.
"City Council" means the City Council of the City, or any
succeeding governing or legislative body of the City.
"Commissioner of Aviation" means the Commissioner of the
Department of Aviation of the City, or any successor or suc-
cessors to the duties of such official.
"Commissioner of Public Works" means the Commissioner of the
Department of Public Works of the City, or any successor or suc-
cessors to the duties of such official.
"Construction Fund" means the Construction Fund created by
Section 401.
"Consulting Engineer" means a registered or licensed engineer
or engineers, or firm or firms of engineers, with expertise in
the field of designing, preparing plans and specifications for,
supervising the construction, improvement and expansion of, and
supervising the maintenance of, airports and aviation facilities,
entitled to practice and practicing as such under the laws of the
State of Illinois, who, in the case of any individual, shall not
be a director, officer or employee of either the City or any
Airline Party.
I
"Code" means the Internal Revenue Code of 1954, as from time
to time supplemented and amended. References to the Code and to ~
sections of the Code shall include relevant final, temporary or '\
proposed Regulations as in effect from time to time and, with
reference to any Series, as applicable to obligations issued on
the date of issuance of such Series.
1
9
"Costs of Issuance" means any item of expense payable or
reimbursable, directly or indirectly, by the City and related to
the authorization, offering, sale, issuance and delivery of Bonds,
including but not limited to travel and other expenses of any Qi
officer or employee of the City in connection with the authoriza- \
tion, offering, sale, issuance and delivery of such Bonds, print- N
ing costs, costs of preparation and reproduction of documents,
filing and recording fees, initial fees and charges of any Fidu-
ciary, legal fees and disbursements, fees and disbursements of
the Independent Airport Consultant, Independent Accountant and
the Consulting Engineer, fees and disbursements of other consul-
tants and professionals, costs of credit ratings, fees and charges \K
for preparation, execution, transportation and safekeeping of Bonds,
premiums on municipal Bond insurance, credit facility charges and V*
costs and expenses of refunding. v^
"Counsel's Opinion" means a written opinion of counsel
selected by the City (who may be the Corporation Counsel for the \l
City). Any Counsel's Opinion may be based, insofar as it relates
-5-
°\
to factual matters (information with respect to which is in the
possession of the City) upon a certificate or opinion of, or
representation by, an officer of the City, unless such counsel
knows, or in the exercise of reasonable care should have known,
that the certificate or opinion or representation with respect to
the matters upon which his opinion may be based, as aforesaid, is
erroneous .
"Debt Service Fund" means the Debt Service Fund created by
Section 501.
"Debt Service Reserve Fund" means the Debt Service Reserve
Fund created by Section 501.
"Debt Service Reserve Fund Requirement" means for the current
or any future Bond Year an amount equal to the maximum amount of
Aggregate Debt Service for such Bond Year.
"Emergency Reserve Fund" means the Emergency Reserve Fund
created pursuant to Article VII of the Airport Use Agreements.
"Emergency Reserve Fund Deposit Requirement" for any Fiscal
Year means any amount required to be deposited in the Emergency
Reserve Fund in any Fiscal Year under the Airport Use Agreements.
"Event of Default" means an Event of Default under Section
1201.
"Federal Obligation" means any direct obligation of, or any
obligation the full and timely payment of principal of and inter-
est on which is guaranteed by, the United States of America.
"Fiduciary" means the Trustee or any Paying Agent or any or
all of them, as may be appropriate.
"Fiscal Year" means January 1 through December 31 of any
year, or such other fiscal year as the City may adopt for the
Airport, including any transition fiscal year adopted by the
City pursuant to Article XXIII of the Airport Use Agreement.
"Funds" means the special funds created and established
pursuant to Articles IV and V or pursuant to Article VII of the
Airport Use Agreements.
"Government Grants-in-Aid" means those moneys granted to the
City by the United States of America or any agency thereof, or
the State of Illinois, or any political subdivision or agency
thereof, to pay for all or a portion of the cost of Capital
Projects; provided, however, that Government Grants-in-Aid shall
not include any payments made for services rendered at the Airport.
"Independent Accountant" means a certified public accountant
selected by the City and licensed to practice in the State of
Illinois, and who (a) in the case of an individual, shall not be
a director, officer or employee of either the City or any Airline
-6-
Party, (b) shall be satisfactory to the Trustee and (c) may be
the accountant that regularly audits the books of the City or the yfc
Airport.
"Interest Account" means the Interest Account in the Debt
Service Fund.
which a Principal Installment or interest on any Series is pay-
able in accordance with its terms and the terms of this Ordinance
and the Supplemental Ordinance authorizing such Series.
"Junior Lien Obligations" means any bonds, notes or evidences
of indebtedness, other than Bonds and Special Facility Revenue
Bonds, issued by the City as permitted by Section 705.
"Junior Lien Obligation Debt Service Fund" means the Junior
Lien Obligation Debt Service Fund created by Section 501.
I
"Independent Airport Consultant" means a consultant, other
than the Consulting Engineer, selected by the City, with exper-
tise in the administration, financing, planning, maintenance and l
operations of airports and facilities thereof, and who, in the
case of an individual, shall not be a director, officer or •
employee of either the City or any Airline Party.
1
"Interest Payment Date" means any January 1 or July 1 on u^
a Principal Installment or interest on anv Series is oav- \
4
"Land Support Area" means the land and air rights identified . Q^
as the "Land Support Area" on Exhibit G attached to the Airport \
Use Agreements, and, except as otherwise provided therein, all \]
structures, improvements, facilities, roads and utilities now or (
hereafter located thereon. v^
a
"Maintenance Reserve Fund" means the Maintenance Reserve
Fund created pursuant to Article VII of the Airport Use Agreements
"Majority-in- Interest" means a Majority-in- Interest of the
Airline Parties determined in accordance with the provisions of
the Airport Use Agreements. *x
"Net Revenues Available for Debt Service" for any Fiscal r*
Year means the net income before extraordinary items of the ^
Airport (excluding the net income of the Land Support Area except
to the extent deposited in the Revenue Fund) calculated in accord-
ance with generally accepted accounting principles (a) plus («
(i) interest payable on Bonds, (ii) interest payable on Junior
Lien Obligations, (iii) any transfers to the Revenue Fund from
the Airport Development Fund or the Emergency Reserve Fund pur-
suant to Sections 10.04(c) or 11.03(b) of the Airport Use Agree-
ments, (iv) any balance held in the Revenue Fund at the end of \j
the preceding Fiscal Year and (v) depreciation, amortization of ^h
debt discount and financing expenses and (b) minus, to the extent \
included in such net income before extraordinary items of the
Airport, (i) any passenger facility charge or similar tax levied
? )
by and on behalf of the City and collected during such Fiscal ^
-7-
Year, (ii) interest or other income earned on the Airport Develop-
ment Fund, the Emergency Reserve Fund and the Construction Fund,
(iii) Government Grants-in-Aid (except to the extent used to pay
for or reimburse the cost of any Capital Project previously
funded through the issuance of Bonds or Junior Lien Obligations),
(iv) any amounts derived by the City from Special Facility Financ-
ing Arrangements entered into in connection with Special Facility
Improvements to the extent such moneys derived are required to
pay principal of, premium, if any, and interest on Special Facility
Revenue Bonds and all sinking and other reserve fund payments
required by the ordinance or resolution authorizing the issuance
of such Special Facility Revenue Bonds, (v) gifts to fund Capital
Projects and (vi) the proceeds of any condemnation awards.
"Operation and Maintenance Expense Projection" for any
Fiscal Year means the estimate of Operation and Maintenance
Expenses (excluding Operation and Maintenance expenses of the
Land Support Area and required deposits in the Operation and
Maintenance Reserve Fund and Maintenance Reserve Fund) for such
Fiscal Year prepared pursuant to Section 7.02 of the Airport Use
Agreements .
"Operation and Maintenance Expenses" means Operation and
Maintenance Expenses as said term is defined in the Airport Use
Agreements .
"Operation and Maintenance Fund" means the Operation and
Maintenance Fund created pursuant to Article VII of the Airport
Use Agreements .
"Operation and Maintenance Reserve Fund" means the Operation
and Maintenance Reserve Fund created pursuant to Article VII of
the Airport Use Agreements.
"Operation and Maintenance Reserve Fund Deposit Requirement"
for any Fiscal Year means the amount, if any, required to increase
the balance in the Operation and Maintenance Reserve Fund (includ-
ing amounts receivable from the Operation and Maintenance Fund)
to an amount equal to one-fourth of such Fiscal Year's Operation
and Maintenance Expense Projection and as adjusted at mid-year
pursuant to Section 7.06 of the Airport Use Agreements.
"Ordinance" means this ordinance as originally adopted and
as the same may from time to time be amended or supplemented by
Supplemental Ordinances adopted and effective in accordance with
Article X.
"Outstanding", when used with reference to the Bonds, means,
as of any date, all Bonds theretofore or thereupon being authen-
ticated and delivered under this Ordinance except:
(a) Bonds cancelled by the Trustee at or prior to such
date or theretofore delivered to the Trustee for cancellation;
-8-
(b) Direct and general obligations of any State of the
United States of America or any political subdivision of the
(b) Bonds (or portions of Bonds) for the payment or
redemption of which there shall be held in trust and set
aside for such payment or redemption (whether at, prior to
or after the maturity or redemption date) moneys or Federal
Obligations the principal of and interest on which when due
or payable will provide moneys, together with the moneys, if [V
any, deposited with the Trustee at the same time, in an
amount sufficient to pay the principal or Redemption Price
thereof, as the case may be f with interest to the date of
maturity or redemption date, and, if such Bonds are to be (Y
redeemed, for which notice of such redemption shall have \M
been given as provided in Article VI or provisions satis- t\
factory to the Trustee shall have been made for the giving
of such notice;
*
^
4
(c) Bonds for the transfer or exchange of, in lieu of
or in substitution for which other Bonds shall have been
authenticated and delivered pursuant to this Ordinance; and
(d) Bonds deemed to have been paid as provided in
Section 1401.
"Paying Agent" means any bank or trust company designated as
a paying agent for a Series and its successor or successors
hereafter appointed in the manner herein provided.
"Principal Account" means the Principal Account in the Debt
Service Fund.
"Principal Installment" means, as of any particular date of v I
computation and with respect to Bonds of a particular Series, an ^
amount of money equal to the aggregate of (a) the principal ^
amount of Outstanding Bonds of said Series which mature on a
single future date, reduced by the aggregate principal amount of
such Outstanding Bonds which would at or before said future date (^
be retired by reason of the payment when due and application in \J
accordance with this Ordinance of Sinking Fund Payments payable \
at or before said future date for the retirement of such Out- >^
standing Bonds, plus (b) the amount of any Sinking Fund Payments ^
payable on said future date for the retirement of any Outstanding
Bonds of such Series, and said future date shall, for all purposes
hereof, be deemed to be the date when such Principal Installment
is payable and the date of such Principal Installment.
<0
ft
"Project Account" means each separate Account established in
the Construction Fund with respect to any particular Capital
Project or Projects.
"Qualified Collateral" means: r\
(a) Federal Obligations; v
-9-
^
State of Illinois which are rated not less than AA or Aa or
their equivalents by Standard & Poor's Corporation or Moody's
Investors Service, Inc., or their successors; and
(c) Public housing bonds issued by public housing
authorities 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
housing authorities, or project notes issued by local public
agencies, in each case fully secured as to the payment of
both principal and interest by a requisition or payment
agreement with the United States of America.
"Qualified Investments" means:
(a) Federal Obligations;
(b) Deposits in interest-bearing time deposits or
certificates of deposit or similar arrangements issued by
any bank or national banking association, including a Fidu-
ciary, which deposits, to the extent not insured by the
Federal Deposit Insurance Corporation, shall be secured by
Qualified Collateral having a current market value (ex-
clusive of accrued interest) at least equal to 110% of the
amount of such deposits, marked to market monthly, and which
Qualified Collateral shall have been deposited in trust by
such bank or national banking association with the trust
department of the Trustee or with a Federal Reserve Bank or
branch or, with the written approval of the City and the
Trustee, with another bank, trust company or national bank-
ing association for the benefit of the City and the appro-
priate Fund or Account as collateral security for such
deposits;
(c) Direct and general obligations of any State of the
United States of America or any political subdivision of the
State of Illinois which are rated not less than AA or Aa or
their equivalents by Standard & Poor's Corporation or Moody's
Investors Service, Inc., or their successors;
(d) Obligations issued by any of the following agencies
Banks for Cooperatives, Federal Intermediate Credit Banks,
Federal Home Loan Banks System, Federal Land Banks, Export-
Import Bank, Tennessee Valley Authority, Government National
Mortgage Association, Farmers Home Administration, United
States Postal Service, the Federal National Mortgage Asso-
ciation to the extent that such obligations are guaranteed
by the Government National Mortgage Association, any agency
or instrumentality of the United States of America and any
corporation controlled and supervised by, and acting as an
agency or instrumentality of, the United States of America;
-10-
(f) Public housing bonds issued by public housing
authorities 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
housing authorities, or project notes issued by local public
agencies, in each case fully secured as to the payment of
both principal and interest by a requisition or payment
agreement with the United States of America.
"Redemption Price" means with respect to any Bond, the .
principal amount thereof plus the applicable premium, if any,
payable upon redemption thereof pursuant to the provisions of
such Bond or the Supplemental Ordinance under which such Bond was
issued.
"Refunding Bonds" means all Bonds, whether issued in one or
more Series, authenticated and delivered on original issuance for
the purpose of the refunding of Bonds of any Series and all Bonds
thereafter authenticated and delivered in lieu of or in substi-
tution for such Bonds pursuant to this Ordinance.
501.
Vi
v
(e) Repurchase agreements extending not beyond 30 X
calendar days with banks which are members of the Federal
Reserve System or with government Bond dealers recognized as
primary dealers by the Federal Reserve Bank of New York that
are secured by Federal Obligations having a current market
value at least equal to 103% of the amount of the repurchase p-
agreement, marked to market weekly, and which Federal Obliga-
tions shall have been deposited in trust by such banks or
dealers with the trust department of the Trustee or with a
Federal Reserve Bank or branch, or with the written approval 1\
of the City and the Trustee, with another bank, trust company
or national banking association for the benefit of the City
and the appropriate Fund or Account as collateral security
for such repurchase agreements ; and
"Regulations" means the Income Tax Regulations (26 CFR
Part 1) promulgated under and pursuant to the Code. G^
"Revenue Fund" means the Revenue Fund created by Section \|
"Revenues" means all amounts received or receivable directly
or indirectly by the City for the use and operation of, or with
respect to, the Airport (excluding the Land Support Area), in-
cluding, without limitation: all Airport Fees and Charges (ex- ft
eluding payments described in subsection (a) below); all other
rentals, charges and fees for the use of the Airport (including v^
all rentals and flight fees payable by non-Airline Parties ) or sK
for any service rendered by the City in the operation thereof; \
Concession Revenues, as defined in the Airport Use Agreements,
and concession revenues derived from the International Terminal
Area, as defined in the Airport Use Agreements; interest payments
-11-
to the City made pursuant to Section 7.08 of the Airport Use
Agreements; interest accruing on, and any profit realized from
the investment of, moneys in the Revenue Fund, the Debt Service
Fund, the Debt Service Reserve Fund, the Junior Lien Obligation
Debt Service Fund, the Maintenance Reserve Fund, the Operation
and Maintenance Fund, the Special Capital Projects Fund and the
Operation and Maintenance Reserve Fund; and City deposits into
the Airport Fund or transfers to the Trustee for deposit into the
Revenue Fund pursuant to Sections 13.03 and 13.04 of the Airport
Use Agreements; provided, however, that Revenues shall not include:
(a) any amounts derived by the City from Special Facility Financing
Arrangements entered into in connection with Special Facility
Improvements to the extent such moneys derived are required to
pay principal of, premium, if any, and interest on Special Facility
Revenue Bonds and all sinking and other reserve fund payments
required by the ordinance or resolution authorizing the issuance
of such Special Facility Revenue Bonds, (b) the proceeds of any
passenger facility charge or similar tax levied by or on behalf
of the City, (c) interest accruing on, and any profit resulting'
from the investment of, moneys in the Airport Development Fund,
the Emergency Reserve Fund, and the Construction Fund, (d) Govern-
ment Grants-in-Aid (except to the extent used or to be used to
pay for or reimburse the cost of any Capital Project previously
funded through the issuance of Bonds or Junior Lien Obligations),
(e) insurance proceeds which are not deemed to be revenues in
accordance with generally accepted accounting principles, (f> the
proceeds of any condemnation awards, and (g) the proceeds of any
borrowings by the City.
"Series" shall mean all of the Bonds authenticated and
delivered on original issuance pursuant to a Supplemental Ordi-
nance and designated as a Series therein.
"Series 1982 Bonds" means the Chicago-O'Hare International
Airport Special Facility Revenue Bonds, Series 1982-A, B and C
(Delta Air Lines, Inc. Terminal Project) of the City dated
November 15, 1982.
"Series 1959 Bonds" means Chicago-O'Hare International
Airport Revenue Bonds issued under that certain ordinance enti-
tled "Ordinance authorizing the issuance of Chicago-O'Hare Inter-
national Airport Revenue Bonds Series of 1959 for the purpose of
improving and extending said Airport and providing for payment of
principal of and interest on said bonds," adopted by the City
Council of the City on December 29, 1958, as heretofore supple-
mented by ordinances adopted by the City Council of the City on
February 16, 1959, February 1, 1961, July 13, 1962, July 21,
1967, June 26, 1968, March 25, 1970, and August 30, 1972.
"Sinking Fund Payment" means, as of any particular date of
determination and with respect to the Outstanding Bonds of any
Series, the amount required by a Supplemental Ordinance to be
paid in any event by the City on a single future date for the
retirement of Bonds of such Series which mature after said future
-12-
date, but does not include any amount payable by the City by
reason only of the maturity of a Bond.
"Special Facility Improvement" means a building or facility
at the Airport, or an improvement to such building or facility,
or portion thereof, as has been constructed, installed, equipped
or acquired with the proceeds of the sale of Special Facility
Revenue Bonds or funds of the user thereof, or both.
1
"Special Capital Project Expenditure" means a Special Capital
Project Expenditure as said term is defined in the Airport Use
Agreements . [\-
"Special Capital Projects Fund" means the Special Capital
Projects Fund created pursuant to Article VII of the Airport Use
Agreements . (\
$
$
"Special Facility Financing Arrangements" means (a) a lease
or loan agreement and any contemporaneous financing instruments
relating to Special Facility Improvements entered into by the
City pursuant to which the lessee or borrower agrees to make ^
payments to the City during the term thereof in an amount at \\
least equal to the sum of (i) the principal of, premium, if any,
and interest on Special Facility Revenue Bonds issued to finance
such Special Facility Improvements as the same become due, (ii) all
costs of operating and maintaining such Special Facility Improve-
ments required to be paid by the City and for which no mechanism
for reimbursement to the City has been established other than
payments pursuant to such lease or loan agreement and any con-
temporaneous financing instrument and (iii) all sinking and other
reserve fund payments required by the ordinance or resolution
authorizing such Special Facility Revenue Bonds as the same shall
become due, or (b) any lease of, or other instrument relating to,
a Special Facility Improvement entered into by the City as a
result of a default by the original or a subsequent lessee of, or
borrower in connection with, such Special Facility Improvement,
to the extent such lease or instrument, or the proceeds thereof,
has been pledged to the payment of Special Facility Revenue
Bonds .
t
\
"Special Facility Revenue Bonds" means bonds, notes or other
evidences of indebtedness of the City, with respect to which the
principal, premium, if any, and interest are payable solely from .
the proceeds of the sale of such bonds, notes or other evidences sj
of indebtedness and from rentals or other charges derived by the
City under and pursuant to one or more Special Facility Financing
Arrangements relating to specific Special Facility Improvements
entered into between the City and the user or users of such
Special Facility Improvements, which bonds, notes or other
evidences of indebtedness are not payable from Revenues, from
Airport Fees and Charges or from other revenues of the City, and £
for which the City has no taxing obligation.
8
?
-13-
N
"Supplemental Ordinance" means an ordinance supplemental to
or amendatory of this Ordinance, adopted by the City Council and
effective as provided in Article X.
"Trustee" means the bank, trust company or national banking
association appointed as trustee hereunder pursuant to Section
1301 or its successor hereinafter appointed in the manner pro-
vided in this Ordinance.
Section 103. Interpretation .
(a) In this Ordinance, unless the context otherwise requires:
(i) The terms "hereby," "hereof," "hereto," "here-
under" and any similar terms used herein refer to this
Ordinance, and the term "hereafter" shall mean after, and
the term "heretofore" shall mean before, the date of adop-
tion of this Ordinance;
(ii) Words of the masculine gender shall mean and
include correlative words of the feminine and neuter genders
and words importing the singular number shall mean and
include the plural number and vice versa;
(iii) Words importing persons shall include firms,
associations, partnerships (including limited partnerships),
trusts, corporations and other legal entities, including
public bodies, as well as natural persons;
(iv) Words importing the redemption or redeeming of a
Bond or the calling of a Bond for redemption do not include
or connote the payment of such Bond at its stated maturity
or the purchase of such Bond;
(v) Any percentage of Bonds, for purposes of this
Ordinance, shall be computed on the basis of the unpaid
principal amount of Bonds Outstanding at the time the compu-
tation is made or is required to be made hereunder;
(vi) Any headings preceding the text of the several
Articles and Sections of this Ordinance, and any table of
contents or marginal notes appended to copies hereof, shall
be solely for convenience of reference and shall not con-
stitute a part of this Ordinance, nor shall they affect its
meaning, construction or effect; and
(vii) Articles and Sections mentioned by number only are
the respective Articles and Sections of this Ordinance so
numbered.
(b) Any publication to be made under the provisions of this
Ordinance in successive weeks or on successive dates may be made
in each instance upon any business day of the week and need not
be made in the same Authorized Newspapers for any or all of the
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ARTICLE II
AUTHORIZATION, OBLIGATION AND ISSUANCE OF BONDS
successive publications but may be made in different Authorized
Newspapers. If, because of the temporary or permanent suspension &
of the publication or general circulation of any of the Author-
ized Newspapers or for any other reason, it is impossible or
impractical to publish any notice pursuant to this Ordinance in
the manner herein provided, then such publication in lieu thereof
as shall be made with the approval of the Trustee shall consti- *
tute a sufficient publication of such notice.
Section 104. Severability of Invalid Provisions . If any r\
one or more of the covenants or agreements provided in this
Ordinance on the part of the City or any Fiduciary to be per-
formed should be contrary to law, then such covenant or covenants
or agreement or agreements shall be deemed separable from the
remaining covenants and agreements hereof and shall in no way
affect the validity of the other provisions of this Ordinance or
of the Bonds .
4
Section 105. Successors and Assigns . Whenever in this
Ordinance the City is named or referred to, it shall and shall be
deemed to include its successors and assigns whether so expressed
or not. All of the covenants, stipulations, obligations, and
agreements by or on behalf of, and other provisions for the
benefit of, the City contained in this Ordinance shall bind and
inure to the benefit of such successors and assigns and shall
bind and inure to the benefit of any officer, board, commission,
authority, agent or instrumentality to whom or to which there .. \
shall be transferred by or in accordance with law any right,
power or duty of the City, or of its successors or assigns, the \.|
possession of which is necessary or appropriate in order to j
comply with any such covenants, stipulations, obligations, agree- ^
ments or other provisions of this Ordinance. \
*
a
Section 106. Parties Interested Herein . Nothing in this
Ordinance expressed or implied is intended or shall be construed
to confer upon, or to give to, any person or corporation, other
than the City, the Fiduciaries and the holders of the Bonds and
the coupons thereunto appertaining, if any, any right, remedy or x
claim under or by reason of this Ordinance or any covenant, v
condition or stipulation thereof. All the covenants, stipula- ^
tions, promises and agreements in this Ordinance contained by and ^
on behalf of the City shall be for the sole and exclusive benefit
of the City, the Fiduciaries and the holders of the Bonds and the
coupons thereunto appertaining, if any. (.
I
Section 201. Authorization for Ordinance . This Ordinance a"
is adopted by virtue of and pursuant to the home rule powers of 0^
the City. The City has ascertained and hereby determines and
? )
declares that adoption of this Ordinance is necessary to meet the ^
-15-
commercial and general aviation needs of the citizens of the
City, that each and every act, matter, thing or course of conduct
as to which provision is made herein is necessary or convenient
in order to carry out and effectuate such purposes of the City
and to carry out its powers and is in furtherance of the public
benefit, safety and welfare of the City and that each and every
covenant or agreement herein contained and made is necessary,
useful or convenient in order to better secure the Bonds and are
contracts or agreements necessary, useful and convenient to carry
out and effectuate the corporate purposes of the City.
Section 202. Ordinance to Constitute Contract . In con-
sideration of the purchase and acceptance of Bonds by those who
shall hold the same from time to time, the provisions of this
Ordinance and any Supplemental Ordinance shall be a part of the
contract of the City with the holders of Bonds and shall be
deemed to be and shall constitute a contract between the City,
the Trustee and the holders from time to time of the Bonds or the
coupons, if any, thereto appertaining.
Section 203. Authorization of Bonds . In order to provide
sufficient funds for the financing or refinancing of Capital
Projects, Bonds are hereby authorized to be issued from time to
time in one or more Series as hereinafter provided, without
limitation as to amount except as may be limited by law for the
purpose of (a) the payment, or the reimbursement for the payment
of, the costs of one or more Capital Projects, (b) the refunding
of any Bonds or other obligations issued to finance or refinance
one or more Capital Projects, including, but not limited to, the
refunding of the Series 1982 Bonds, any other Special Facility
Revenue Bonds and Junior Lien Obligations, (c) the refunding of
the Series 1959 Bonds or (d) funding of the Debt Service Reserve
Fund and any other Fund or Account as specified in the Supplemen-
tal Ordinance under which such Bonds are issued; including, in
each case payment of Costs of Issuance.
Section 204. Source of Payment; Pledge of Revenues . The
Bonds shall be legal, valid and binding limited obligations of
the City payable solely from Revenues and certain other moneys
and securities held by the Trustee under the provisions of this
Ordinance. The Bonds and the interest thereon do not constitute
an indebtedness or a loan of credit of the City within the meaning
of any constitutional or statutory limitation, and neither the
faith and credit nor the taxing power of the City, the State of
Illinois or any political subdivision thereof is pledged to the
payment of the principal of or interest on the Bonds. A pledge
of the Revenues and of all moneys and securities held or set
aside or to be held or set aside by any Fiduciary under this
Ordinance is hereby made, and the same are hereby pledged, to
secure the payment of the principal and Redemption Price of, and
interest on, the Bonds, subject only to the provisions of this
Ordinance requiring or permitting the payment, setting apart or
appropriation thereof for or to the purposes and on the terms,
conditions, priorities and order set forth in or provided under
-16-
Section 206. Conditions Precedent to Delivery of any Series .
Bonds of any Series shall be executed by the City and delivered
to the Trustee and thereupon shall be authenticated by the Trustee
and delivered to the City or upon its order, but only following
the receipt by the Trustee of:
(a) A copy of this Ordinance certified by the City
Clerk;
(ii) The purpose or purposes for which such Series
is being issued;
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I
this Ordinance. This pledge shall be valid and binding from and
after the date of issuance of any Bonds hereunder; the Revenues
so pledged and then or thereafter received by the City shall im-
mediately be subject to the lien of such pledge without any
physical delivery or further act; and the lien of such pledge [V
shall be valid and binding as against all parties having claims
of any kind in tort, contract or otherwise against the City,
irrespective of whether such parties have notice thereof.
Section 205. Issuance and Delivery of Bonds . After their Jj
authorization by a Supplemental Ordinance, Bonds of any Series ^\
may be executed by or on behalf of the City and delivered to the
Trustee for authentication and, upon compliance by the City with o
the requirements, if any, set forth in such Supplemental Ordinance &
and with the requirements of Section 206 or, in the case of A
Refunding Bonds, Section 207, the Trustee shall thereupon authen-
ticate and deliver such Bonds to or upon the order of the City.
(b) A Counsel's Opinion to the effect that (i) the
City had the right and power to adopt this Ordinance and the
Supplemental Ordinance authorizing such Series; (ii) this
Ordinance and such Supplemental Ordinance have been duly and
lawfully adopted by the City Council, are in full force and
effect and are valid and binding upon the City and enforce-
able in accordance with their terms; (iii) this Ordinance
creates the valid pledge of Revenues, moneys and securities
which it purports to create; and (iv) upon the execution,
authentication and delivery thereof, the Bonds of such
Series will have been duly and validly authorized and issued ^
in accordance with the Constitution and laws of the State of
Illinois and this Ordinance; \i
(c) A written order as to the delivery of such Series, .
signed by an Authorized Officer and stating (i) the identity \\
of the purchasers, aggregate purchase price and date and
place of delivery of such Series and (ii) that no Event of
Default has occurred and is continuing under this Ordinance; .*
(d) A copy of the Supplemental Ordinance authorizing ;N
such Series, certified by the City Clerk, which shall specify:
(i) The authorized principal amount and Series
designation of such Bonds;
N
(iii) The date or dates, and the maturity date or
dates, of the Bonds of such Series;
(iv) The interest rate or rates to be borne by the
Bonds of such Series or the manner of determining such
rate or rates, and the Interest Payment Dates therefor;
(v) The manner of dating, numbering and lettering
the Bonds of such Series;
(vi) The Paying Agent or Paying Agents and the
place or places of payment of the principal and Redemp-
tion Price, if any, of, and interest on, the Bonds of
such Series or the manner of appointing and designating
the same;
(vii) The Redemption Price or Prices, if any, of,
and, subject to the provisions of Article VI, the
redemption terms for, the Bonds of such Series;
(viii) The amount and due date of each Sinking Fund
Payment, if any, for Bonds of like maturity of such
Series;
(ix) If so determined by the City, provisions for
the sale of the Bonds of such Series;
(x) 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 authentica-
tion;
(xi) Any limit on the aggregate principal amount
of such Series which may be authenticated and delivered
under such Supplemental Ordinance (except for Bonds
authenticated and delivered upon registration and
transfer of, or in exchange for, or in lieu of, other
Bonds of such Series pursuant to Article III); and
(xii) Any other provisions deemed advisable by the
City as shall not conflict with the provisions hereof;
(e) A Certificate stating:
(i) The amount, if any, of the proceeds of such
Series to be paid to the Trustee for deposit in the
Debt Service Reserve Fund, so that the amount held
therein shall be equal to the Debt Service Reserve Fund
Requirement after giving effect to the issuance of such
Series;
(ii) The amount, if any, of the proceeds of such
Series to be paid to the Trustee for deposit in a
Capitalized Interest Account;
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I
(iii) The amount of the proceeds of such Series to Ok
be paid to the Trustee for deposit in a Project Account;
and
(iv) The purpose or purposes for which the balance,
if any, of the proceeds of such Bonds is to be used.
(f) A Certificate stating that Annual Debt Service on
such Series in each year such Series is Outstanding consti-
tutes Debt Service as such term is defined in the Airport
Use Agreements and may be included by the City in the rele-
vant calculations of Airport Fees and Charges;
!
(g) If Majonty-m- Interest approval is required by r^
the Airport Use Agreements for the issuance of such Series,
a Certificate stating that such approval has been obtained; \j
(h) A certificate of the Independent Airport Consultant v
setting forth, for each of the five Fiscal Years following n^
the Fiscal Year in which the Consulting Engineer estimates
that the Capital Project financed by such Series will be
completed, or if there are more than one such Capital
Project, the Capital Project scheduled to be last completed,
estimates of Revenues and the Operation and Maintenance
Expenses and other amounts required to be deposited into the
Funds created under this Ordinance, and demonstrating that \
Net Revenues Available for Debt Service in each such Fiscal
Year shall at least equal an aggregate amount equal to the S.)
sum of (i) the amounts required by Section 503 to be depo-
sited for each such Fiscal Year in the Debt Service Reserve
Fund, the Operation and Maintenance Reserve Fund, the Mainte-
nance Reserve Fund, the Special Capital Projects Fund and
the Junior Lien Obligation Debt Service Fund, and (ii) one
and twenty- five hundredths times the Aggregate Debt Service
for the Bond Year commencing during each such Fiscal Year
reduced by an amount equal to any amount held in any Capital-
ized Interest Account for disbursement during such Bond Year X
to pay interest on Bonds; c
(i) With respect to any Series of Bonds issued to pay ^
the costs of Capital Projects not described in the Airport
Development Plan, a certificate of an Independent Accountant
stating that with respect to any period of 12 consecutive / .
months within the 18 calendar month-period next preceding
the date of issuance of such Bonds, the Net Revenues Avail-
able for Debt Service were equal to not less than the sum of
(i) the amounts required by Section 5.03 to be deposited for
such 12 consecutive months in the Debt Service Reserve Fund, X
the Operation and Maintenance Reserve Fund, the Maintenance ^s
Reserve Fund, the Special Capital Projects Fund and the ^C
Junior Lien Obligation Debt Service Fund, and (ii) one and C^
twenty- five hundredths times the Aggregate Debt Service for \
such 12 -month period excluding any amount of Aggregate Debt >|
Service which was paid from the Capitalized Interest Account
during such 12 -month period; and
*
1
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A
( j ) Such further documents and moneys as are required
by the provisions of Article X or any Supplemental Ordinance
Section 207. Conditions Precedent to Delivery of any
Series of Refunding Bonds . All Refunding Bonds of any Series
shall be executed by the City and delivered to the Trustee and
thereupon shall be authenticated by the Trustee and delivered to
the City or upon its order, but only following the receipt by the
Trustee of:
(a) The documents referred to in subsections (a), (b),
(c), (d), (e), (f) and (g) of Section 206;
(b) If a redemption of Bonds is to be effected, irre-
vocable instructions to the Trustee to give due notice of
redemption of all the Bonds to be refunded and the redemp-
tion date or dates, if any, upon which such Bonds are to be
redeemed;
(c) If a redemption of Bonds is to be effected and the
redemption is scheduled to occur subsequent to the next
succeeding 45 days, irrevocable instructions to the Trustee
to publish as provided in Article VI notice of redemption of
such Bonds on a specified date prior to their redemption
date;
(d) A certificate of an Independent Accountant stating
the amount of either (i) moneys (which may include all or a
portion of the proceeds of the Refunding Bonds to be issued)
in an amount sufficient to pay the Bonds to be refunded at
the applicable Redemption Price of the Bonds to be refunded
together with accrued interest on such Bonds to the redemp-
tion date or dates, or (ii) Federal Obligations the princi-
pal of, and interest on, which when due (without reinvest-
ment thereof), together with the moneys (which may include
all or a portion of the proceeds of the Refunding Bonds to
be issued), if any, which must be contemporaneously depo-
sited with the Trustee, to be sufficient to pay when due the
applicable Redemption Price of the Bonds to be refunded,
together with accrued interest on such Bonds to the redemp-
tion date or dates or the date or dates of maturity thereof,
(e) Such further documents and funds as are required
by the provisions of Article X or any Supplemental Ordinance
Section 208. Application of Proceeds of Bonds and
Refunding Bonds . The proceeds, including accrued interest, of
any Series shall be deposited with the Trustee and shall be
applied by the Trustee in accordance with the Certificate
delivered to the Trustee pursuant to Section 206(e).
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ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
Section 304. Place and Medium of Payment . Principal,
interest and premium, if any, with respect to the Bonds shall be
payable in lawful money of the United States of America. The
I
Section 301. Title and Date of Bonds . Subject to the (^
provisions of Section 303, each Bond shall be entitled "Chicago-
O'Hare International Airport General Airport Revenue Bond" or
such other title as may be specified in, and shall bear such
additional letter or number Series designation as shall be deter- f\\
mined in, the Supplemental Ordinance authorizing such Bonds .
Each coupon Bond shall be dated as of the date specified in or
determined in accordance with the Supplemental Ordinance author-
izing such Bond and shall bear interest, from its date, payable
in the case of installments due at and prior to maturity, in
accordance with, and upon surrender of, the appurtenant interest
coupons as they severally become due. Each registered Bond shall
be dated as of the Interest Payment Date next preceding the date
of authentication and delivery thereof by the Trustee, except
that (a) if such date of authentication and delivery shall be
prior to the first Interest Payment Date, said Bond shall be
dated as of the date of the Bonds in coupon form, as specified in
the Supplemental Ordinance authorizing such Bonds, or, if no
coupon Bonds are issued, then as of the date specified in such
Supplemental Ordinance, (b) if such date of authentication and
delivery shall be an Interest Payment Date, said Bond shall be
dated as of such Interest Payment Date, or (c) if interest due on
said Bond shall not have been paid in full, then notwithstanding
any of the foregoing provisions of this Section, said Bond shall
be dated as of the date to which interest has been paid in full
on said Bond. Each registered Bond shall bear interest from its
date.
4
Section 302. Payment Dates . All Principal Installments
shall become due on the first day of January and all interest
on Bonds shall become due on the Interest Payment Dates, in such
years as shall be specified in the Supplemental Ordinance author-
izing each Series.
Section 303. Legends . The Bonds of each Series may contain \
or have endorsed thereon such provisions, specifications and
descriptive words not inconsistent with the provisions of this
Ordinance as may be necessary or desirable to comply with 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.
9
principal of and premium, if any, on the coupon Bonds not regis- v
tered as to principal shall be payable at the principal corporate
trust office of the Trustee or, at the option of the holder, at \»
the principal office of any other Paying Agent. Interest on the
coupon Bonds shall be payable at the principal corporate trust
•\
-21-
office of the Trustee or, at the option of the holder, at the
principal office of any other Paying Agent upon presentation and
surrender of the coupons representing such interest. The prin-
cipal of and premium, if any, on registered Bonds (including
coupon Bonds registered as to principal ) shall be payable at the
principal corporate trust office of the Trustee. Interest on
fully registered Bonds without coupons shall be paid by the
Trustee by check or draft mailed to the registered owners at the
addresses of such owners appearing on the registration books
maintained by the City for such purpose at the principal corpo-
rate trust office of the Trustee.
Section 305. Form and Denominations; Payment of Interest .
The Bonds of each Series may be issued in the form of coupon
Bonds, registrable as to principal only, in the denomination of
$5,000 each, or in the form of fully registered Bonds without
coupons, in denominations of $5,000 or any integral multiple
thereof, or in both such forms or in such other denomination or
denominations as shall be specified in the Supplemental Ordinance
authorizing such Series. Coupon Bonds shall be in form initially
payable to bearer with a single coupon attached for each install-
ment of interest thereon, but shall be registrable as to principal
only in the manner provided in Section 307. Coupon Bonds shall
be payable as to interest only according to the tenor and upon
presentation and surrender of the coupons appertaining thereto as
they severally become due. Interest on Bonds in fully registered
form shall be payable to the registered owners at the addresses
of such owners appearing on the registration books maintained by
the City for such purpose at the principal corporate trust office
of the Trustee.
Section 306. Interchanqeability of Bonds .
(a) Coupon Bonds, upon surrender thereof at the principal
corporate trust office of the Trustee with all unmatured coupons
attached, may, at the option of the holder thereof, and upon pay-
ment by such holder of any charges which the City or the Trustee
may make as provided in Section 308, be exchanged for an equal
aggregate principal amount of fully registered Bonds of the same
Series, maturity and interest rate of any authorized denominations.
(b) Bonds issued in fully registered form, upon surrender
thereof at the principal corporate trust office of the Trustee
with a written instrument of transfer satisfactory to the Trus-
tee, duly executed by the registered owner or his duly authorized
attorney, may at the option of the registered owner thereof, and
upon payment by such registered owner of any charges which the
Trustee may make as provided in Section 308, be exchanged for an
equal aggregate principal amount of coupon Bonds of the same
Series, maturity and interest rate with appropriate coupons
attached, or of Bonds issued in fully registered form of the same
Series, maturity and interest rate, of any of the authorized
denominations .
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I
1
Section 307. Negotiability, Transfer and Registry . Ufc
(a) Title to all coupon Bonds, except when registered as to |
principal otherwise than to bearer, shall pass by delivery as
negotiable instruments payable to bearer. Any coupon Bond may be N
registered as to principal on the registration books maintained *
by the City at the principal corporate trust office of the Trustee,
upon presentation thereof at said office and the payment of a
charge sufficient to reimburse the City or the Trustee for any
tax, fee or other governmental charge required to be paid with
respect to such registration, and such registration shall be
noted on such Bond. After said registration, no registration of
transfer thereof shall be valid unless made on said books at the
request of the registered owner in person or by his attorney duly
authorized in writing, and similarly noted on such Bond, but
such Bond may be discharged from registration by being in like N
manner transferred to bearer. Thereafter such Bond may again, '
from time to time, be registered or discharged from registration \
in the same manner. Registration of any coupon Bond as to prin- ^U
cipal, however, shall not affect the negotiability by delivery of
the coupons appertaining to such Bond, but every such coupon
shall continue to pass by delivery and shall remain payable to
bearer.
(b) The transfer of each fully registered Bond and each
coupon Bond which shall at the time be registered as to principal
other than to bearer shall be registrable only upon the regis-
tration books maintained by the City for that purpose at the
principal corporate trust office of the Trustee, by the regis-
tered owner thereof in person or by his attorney duly authorized
in writing, upon surrender thereof together with a written in-
strument of transfer satisfactory to the Trustee and duly exe-
cuted by the registered owner or his duly authorized attorney.
Upon the surrender for registration of transfer of any such
registered Bond, the City shall execute and the Trustee shall
authenticate and deliver a new Bond or Bonds registered in the
name of the transferee or, at the option of the transferee, a x
coupon Bond or Bonds, with appropriate coupons attached, of the
same aggregate principal amount, Series, maturity and interest
rate as the surrendered Bond.
a
(c) As to any coupon Bond registered as to principal other
than to bearer the person in whose name the same shall be regis- (,
tered upon the registration books maintained by the City at the
principal corporate trust office of the Trustee may be deemed and
treated as the absolute owner thereof, whether such Bond shall be
overdue or not, for all purposes, except for the purpose of \[\
receiving payment of coupons, and payment of, or on account of, -V
the principal or Redemption Price, if any, of such Bond shall be ^k
made only to, or upon the order of, such registered owner thereof, ^V
but such registration may be changed as above provided, and Qi
neither the City nor any Fiduciary shall be affected by any \
notice to the contrary. All such payments shall be valid and >)
effectual to satisfy and discharge the liability upon such Bond
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A
to the extent of the sum or sums so paid. The City and any
Fiduciary may deem and treat the bearer of any coupon as the
absolute owner thereof, whether such coupon shall be overdue or
not, for the purpose of receiving payment thereof and for all
other purposes whatsoever, and may deem and treat the bearer of
any coupon Bond which shall not at the time be registered as to
principal other than to bearer, as the absolute owner of such
Bond, whether such Bond shall be overdue or not, for the purpose
of receiving payment of the principal or Redemption Price, if
any, thereof and for all other purposes whatsoever except for the
purpose of receiving payment of coupons, and neither the City nor
any Fiduciary shall be affected by any notice to the contrary.
The City and each Fiduciary may deem and treat the person in
whose name any fully registered Bond shall be registered upon the
registration books maintained by the City at the principal corpo-
rate trust offices of the Trustee as the absolute owner of such
Bond, whether such Bond shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal of,
premium, if any, or interest thereon and for all other purposes
whatsoever, and all such payments so made to any such registered
owner or upon his order shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the
sum or sums so paid, and neither the City nor any Fiduciary shall
be affected by any notice to the contrary.
Section 308. Regulations With Respect to Exchanges and "
Transfers . In all cases in which the privilege of exchanging
Bonds or registering the transfer of Bonds is exercised, the City
shall execute and the Trustee shall authenticate and deliver
Bonds in accordance with the provisions of this Ordinance. All
registered Bonds surrendered for exchange or registration of
transfer shall forthwith be cancelled by the Trustee. All coupon
Bonds and the coupons thereto appertaining surrendered in any
such exchanges or transfers may, in the Trustee's discretion, be
retained in the possession of the Trustee for the purpose of
reissuance upon subsequent exchanges, and the Trustee, prior to
reissuance of any such coupon Bonds, shall detach therefrom and
cancel all matured coupons. For every such exchange or registra-
tion of transfer of Bonds, whether temporary or definitive, the
City or the Trustee may, as a condition precedent to the privilege
of making such exchange or registration of transfer, make a
charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such
exchange or registration of transfer, and, except (a) with re-
spect to the delivery of definitive Bonds in exchange for tempo-
rary Bonds, (b) in the case of a Bond issued upon the first
exchange or registration of transfer of a Bond or Bonds hereunder
or (c) as otherwise provided herein, may charge the person request-
ing such exchange or registration of transfer a sum sufficient to
pay the cost of preparing each new Bond issued upon such exchange
or registration of transfer. Neither the City nor the Trustee
shall be required to exchange or register the transfer of Bonds
of any Series for a period of ten days next preceding an Interest
Payment Date on the Bonds of such Series or, in the case of any
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proposed redemption of Bonds for a period of ten days next pre- \
ceding any selection of Bonds to be redeemed or thereafter until
the first publication or mailing of any notice of redemption.
Section 310. Preparation of Definitive Bonds, Temporary Bonds
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Section 309. Bonds Mutilated, Destroyed, Stolen or Lost .
In case any Bond shall become mutilated or be destroyed, stolen
or lost, the City shall execute, and thereupon the Trustee shall
authenticate and deliver a new Bond (with appropriate coupons
attached in the case of coupon Bonds) of like Series, maturity,
principal amount and interest rate as the Bond and attached » |\
coupons, if any, so mutilated, destroyed, stolen or lost, in
exchange and subsitution for such mutilated Bond, upon surrender
and cancellation of such mutilated Bond and attached coupons, if
any, or in lieu of and substitution for the Bond and coupons, if
any, destroyed, stolen or lost, upon filing with the Trustee
evidence satisfactory to the City and the Trustee that such Bond
and attached coupons, if any, have been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the City and
the Trustee with indemnity satisfactory to them and complying cv
with such other reasonable regulations as the City and the Trus-
tee may prescribe and paying such expenses as the City and Trus-
tee may incur in connection therewith. All Bonds and coupons so
surrendered to the Trustee shall be cancelled by it. Any such .
new Bond or coupons issued pursuant to this Section in substitu-
tion for a Bond or coupons alleged to be destroyed, stolen or
lost shall constitute original additional contractual obligations
on the part of the City, whether or not the Bond or coupons so
alleged to be destroyed, stolen or lost constitute contractual Oi
obligations at any time enforceable by anyone, and shall be, to
the same extent as such Bond or coupons alleged to be destroyed, \'
stolen or lost and in place of which such Bond was issued, equally
secured by the pledge contained in Section 204 with all other
Bonds and coupons issued under this Ordinance.
(a) Definitive Bonds shall be lithographed or printed with
steel engraved borders. Until the definitive Bonds of any Series
are prepared, the City may execute in the same manner as is C^
provided in Section 312 and, upon the request of the City, the \
Trustee shall authenticate and deliver, in lieu of definitive V|
Bonds, but subject to the same provisions, limitations and condi-
tions as the definitive Bonds, except as to the denominations
thereof and as to exchangeability of coupon Bonds and fully
registered Bonds, one or more temporary Bonds (which may be
registrable as to principal and interest) substantially of the
<l
Bond or Bonds are issued, but with or without coupons, in denom- VI
inations of $5,000 or any integral multiple thereof, and with JO
such omissions, insertions and variations as may be appropriate \N
to temporary Bonds. The installments of interest payable on such \
temporary Bonds in coupon form shall be payable only upon the
presentation and surrender of the coupons therefor attached \i
thereto or, if no coupons for such interest are attached thereto,
then only upon presentation of such temporary Bonds for notation
^
thereon of the payment of such interest. The City at its own
expense shall prepare and execute and, upon the surrender there-
for of such temporary Bonds for exchange and cancellation with
all unmatured coupons, if any, and all matured coupons, if any,
for which no payment or only partial payment has been provided,
attached, the Trustee shall authenticate and, without charge to
the holder thereof, deliver in exchange therefor, at the princi-
pal corporate trust office of the Trustee definitive coupon
Bonds, with appropriate coupons attached, or, at the option of
the holder, definitive Bonds issued in fully registered form, of
the same aggregate principal amount, Series and maturity as the
temporary Bonds surrendered. Until so exchanged the temporary
Bonds shall in all respects be entitled to the same benefits and
security as definitive Bonds authenticated and issued pursuant to
this Ordinance.
(b) If the City shall authorize the issuance of temporary
Bonds in more than one denomination, the holder of any temporary
Bond or Bonds may, at his option, surrender the same to the
Trustee in exchange for another temporary Bond or Bonds of like
aggregate principal amount, Series and maturity of any other
authorized denomination or denominations, and thereupon the City
shall execute and the Trustee shall authenticate and, in exchange
for the temporary Bond or Bonds so surrendered and upon payment
of the taxes, fees and charges provided for in Section 308, shall
deliver a temporary Bond or Bonds of like aggregate principal
amount, Series and maturity in such other authorized denomination
or denominations as shall be requested by such holder.
(c) All temporary Bonds surrendered in exchange either for
another temporary Bond or Bonds or for a definitive Bond or Bonds
shall be forthwith cancelled by the Trustee.
Section 311. Cancellation and Destruction of Bonds or
Coupons . All Bonds paid or redeemed, either at or before matur-
ity, together with all unmatured coupons, if any, thereto apper-
taining, shall be delivered to the Trustee when such payment or
redemption is made, and such Bonds and coupons, together with all
Bonds purchased by the Trustee, shall thereupon be promptly
cancelled. All interest coupons shall be promptly cancelled upon
their payment and delivered to the Trustee. Bonds and coupons so
cancelled may at any time be cremated or otherwise destroyed by
the Trustee, who shall execute a certificate of cremation or
destruction in duplicate by the signature of one of its author-
ized officers describing the Bonds and coupons so cremated or
otherwise destroyed, and one executed certificate shall be filed
with the City and the other executed certificate shall be retained
by the Trustee.
Section 312. Execution .
(a) The Bonds shall be executed in the name of the City by
the manual or facsimile signature of the Mayor and its corporate
seal, or a facsimile thereof, shall be affixed, imprinted, engraved
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or otherwise reproduced thereon and attested by the manual or \
facsimile signature of the City Clerk.
Section 313. Authentication.
I
(b) In case any officer whose signature, or a facsimile of
whose signature, shall appear on any Bonds or coupons shall cease
to hold such office before authentication and delivery of the
Bonds by the Trustee, such Bonds shall nevertheless be valid and
sufficient for all purposes, the same as if the person whose
signature, or a facsimile thereof, appears on such Bonds had not ~
ceased to hold such office. Any Bond may be signed, sealed or ' |\
attested on behalf of the City by any person who, on the date of
such act, shall hold the proper office, notwithstanding that at
the date of such Bond such person may not have held such office.
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(c) The coupons appertaining and to be attached to any
Bonds shall bear and be executed by the facsimile signature of
the Mayor and the City may from time to time adopt and use for
that purpose the facsimile signature of any person who shall have
been the Mayor at any time on or after the date of such Bond; cv
notwithstanding that at the date of such Bond such person may not ^
be the duly elected Mayor or that at the time when such Bonds
shall be authenticated and delivered or such coupons shall be
attached such person may have ceased to hold such office.
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(a) The Bonds shall bear thereon a certificate of authen- .. !^
tication executed manually by the Trustee. No Bond and no coupon ^
thereto appertaining shall be entitled to any right or benefit
under this Ordinance or shall be valid or obligatory for any
purpose until such certificate of authentication shall have been
duly executed by the Trustee. Such certificate of the Trustee
upon any Bond executed on behalf of the City shall be conclusive
evidence that the Bond so authenticated has been duly executed, *^
authenticated and delivered under this Ordinance and that the Ml
holder thereof is entitled to the benefits hereof. V
(b) Except as otherwise provided herein, the Trustee, "x
before authenticating and delivering any coupon Bonds, shall cut C^
off, cancel and destroy all matured coupons thereto attached, \
except matured coupons for which payment in full has not been N)
provided. However, when such Bonds are issued in exchange for
registered Bonds upon which interest is in default, as shown by
the records of the Trustee, such Bonds shall have attached there-
to all coupons maturing after the date to which interest has been
paid in full, as shown by the records of the Trustee, and in case
any interest installments shall have been paid in part, appropri- lK
ate notation shall be made on the coupons to evidence such fact.
^,
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ARTICLE IV
CONSTRUCTION FUND
Section 401. Deposits in Construction Fund .
(a) The City shall deposit with the Trustee the amount of
the proceeds of any Series specified in the Certificate referred
to in Section 206(e) (iii), which amount shall be credited by the
Trustee to the Construction Fund, which is hereby created, and
shall be held in trust in one or more Project Accounts pending
the application of such proceeds as provided in the Supplemental
Ordinance under which such Series was issued and shall be subject
to the pledge contained in Section 204 in favor of the holders of
the Outstanding Bonds pending their application as so provided.
(b) The amount, if any, of Capitalized Interest included in
the proceeds of the Bonds of any Series as specified in the
Certificate referred to in Section 206(e) (ii) shall be deposited
in a Capitalized Interest Account. Separate Capitalized Interest
Accounts may be created and maintained for each Series .
(c) The City shall also deposit with the Trustee all Govern-
ment Grants-in-Aid for or with respect to any Capital Project
funded or to be funded in part from the proceeds of Bonds. The
Trustee shall be accountable only for moneys actually so deposited
All such Government Grants-in-Aid shall be deposited by the
Trustee in the Construction Fund and credited to a Project Account
created therefor.
Section 402. Costs of Capital Projects . For the purposes
of this Ordinance the costs of Capital Projects shall include:
(a) Obligations incurred for labor and to contractors,
builders, and materialmen in connection with the construc-
tion, installation and acquisition of the Capital Projects
or any part thereof, and obligations incurred for the in-
stallation and acquisition of machinery and equipment;
(b) Payment to owners and others for real property
including payments for options, easements or other con-
tractual rights ;
(c) All expenses incurred in the acquisition of real
property, including all costs and expenses of whatever kind
in connection with the exercise of the power of eminent
domain, and including the cost of title searches and re-
ports, abstracts of title, title certificates and opinions,
title guarantees, title insurance policies, appraisals,
negotiations and surveys;
(d) The amount of any damages incident to or con-
sequent upon the construction, installation and acquisition
of the Capital Projects;
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(e) The cost of any indemnity, fidelity and surety &
bonds, the fees and expenses of the Fiduciaries during
construction, installation and acquisition of Capital
Projects, and premiums on insurance, if any, in connection
with such Capital Projects during construction, installation
and acquisition, including builders' risk insurance;
(f) The cost of engineering and architectural services
which includes borings and other preliminary investigations
to determine foundation or other conditions, expenses neces-
sary or incident to the development of contract documents
and supervising construction, as well as for the performance
of all other duties of engineers and architects set forth
herein in relation to the construction, installation and
acquisition of such Capital Projects or the issuance of
Bonds therefor;
(g) The Costs of Issuance;
(h) Any cost properly chargeable to such Capital
Projects prior to and during construction, installation and
acquisition;
(j) Any obligation or expense incurred by the City for
moneys advanced in connection with the construction, instal
51
(i) The cost of restoring, repairing and placing in
its original condition, as nearly as practicable, all public
or private property damaged or destroyed in the construction fo
of such Capital Projects and the cost thereof, or the amount
required to be paid by the City as adequate compensation for
such damage or destruction, and all costs lawfully incurred
or damages lawfully payable, with respect to the restoration,
relocation, removal, reconstruction or duplication of prop-
erty made necessary or caused by the construction and in-
stallation of such Capital Projects and the cost thereof;
\
a
lation and acquisition of Capital Projects and the cost ^
thereof; and o
(k) All other items of cost and expense not elsewhere ^
in this Section specified, incident to the construction, ]
installation and acquisition of Capital Projects and the
financing thereof, including the payment of the costs of /
interest on Bonds from amounts in the Capitalized Interest
Account.
Section 403. Disbursements from Construction Fund .
(a) All disbursements from the Construction Fund (except
for disbursements from any Capitalized Interest Account to the
Interest Account which shall be scheduled and made as interest is
required to be paid on the related Bonds ) shall be made in ac-
cordance with requisitions signed by the City Comptroller and,
except in respect of disbursements for the payment of Costs of
-29-
Issuance, shall be accompanied by a statement signed by the
Commissioner of Public Works, in respect of each payment, as to
the following:
(i) Item number of the payment;
(ii) The name of the person, firm or corporation to
whom the payment is due;
(iii) The amount to be paid and the Project Account
within the Construction Fund to which the item is to be
charged ;
(iv) The Capital Project and purpose, by general classi-
fication, for which payment is to be made;
(v) That the obligations in stated amounts have been
incurred by the City, and that each item thereof is a proper
charge against such Project Account in the Construction Fund
and is due and has not been included in any prior requisition
which has been paid; and
(vi) That there has not been filed with or served upon
the City any notice of any lien, right to lien, or attach-
ment upon or claim affecting the right to receive payment of
any of the moneys payable to any of the persons, firms or
corporations named which have not been released or will not
be released simultaneously with the payment of such obliga-
tions, and in the event that any assignment of right to
receive payment has been made and notice thereof has been
given to the City and the City has accepted such assignment,
the order directing payment shall recite that fact and
direct the payment to be made to the assignee thereof as
shown by the records of the City.
(b) In respect to disbursements from the Construction Fund,
other than payment of Costs of Issuance, in payment for work done
in connection with the construction, acquisition and installation
of Capital Projects, such requisition, signed by the City Comp-
troller shall in addition to the accompanying statement to be
executed by the Commissioner of Public Works, be accompanied by a
certificate signed by a Consulting Engineer certifying that the
obligations in stated amounts have been incurred by the City, and
that each item thereof is a proper charge against the Construc-
tion Fund and has not been included in any prior requisition
which has been paid, and insofar as any such obligation was
incurred for work, materials, equipment or supplies, such work
was actually performed in the furtherance of the construction,
acquisition and installation of such Capital Projects delivered
at the site of the Airport for those purposes, or delivered for
storage or fabrication at a place or places approved by a Con-
sulting Engineer and under the control of the City.
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(c) Upon receipt of any such orders and accompanying certi-
ficates the Trustee shall pay each such obligation from the
appropriate Project Account in the Construction Fund and the
Trustee shall make disbursements in accordance with the direc-
tions from the City Comptroller. The moneys held in the Con-
struction Fund shall be invested in accordance with the require- [V
ments of Section 505.
(b) Before any such transfer or withdrawal shall be made,
the City shall file with the Trustee
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Section 404. Progress Reports and Completion Certificate .
Promptly after the construction, installation and acquisition of
the Capital Project or Projects for which a Project Account has
been established, the City will deliver to the Trustee a Certi-
ficate stating the date of such completion.
At least once in each month during the period of the con- &
struction, installation and acquisition of each such Capital ^
Project the City will cause the Consulting Engineer to prepare a
progress report in connection with such construction, installation
and acquisition of such Capital Project, including comparisons
between the actual time elapsed and the actual costs and the
estimates of such time and costs, which shall have Jeen set forth
in a statement prepared by the Consulting Engineer and filed with
the City. Copies of such progress reports shall be filed with
the Trustee and mailed to the holders of Bonds requesting copies
thereof.
4
Section 405. Disposition of Remaining Balances . m% (^
(a) To the extent that there is any balance remaining in
any Project Account established in the Construction Fund after
the completion of the Capital Project or Projects for which such
Project Account was established, such balance shall be transferred
or withdrawn as shall be specified by the City pursuant to para-
graph (b) of this Section from such Project Account for any one
or more of the following purposes (i) to make transfers to one or
more other Project Accounts to pay the costs of other Capital
Projects, (ii) to make transfers into the Debt Service Reserve
Fund to make up any deficiency therein, (iii) to make transfers
to the Interest Account, or (iv) to redeem Bonds in accordance X
with the provisions of this Ordinance.
(i) its requisition therefor, stating the amount of
a
the transfer or withdrawal and directing the Trustee as to
the application of such amount;
(ii) a Certificate attached to the requisition cer-
tifying (1) that the Capital Project or Projects to which
such balance relates have been completed and (2) that the ^
sum stated in the Certificate is sufficient to pay, and is W )
required to be reserved in the Construction Fund to pay, all
items of cost of such Capital Project or Projects to which
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such balance relates then remaining unpaid, including the
estimated amount of any such items the amount of which is
not finally determined and all claims against the City
arising out of such Capital Project or Projects to which
such balance relates;
(iii) a certificate of the Consulting Engineer attached
to such requisition, certifying that such Capital Project or
Projects to which such balance relates have- been completed;
(iv) a Counsel's Opinion stating, in the opinion of the
signer, that the City has acquired interests in all property
constituting a part of such Capital Project or Projects to
which such balance relates and all property incidental
thereto sufficient for the purposes of the City, free from
all liens, charges, conditions or encumbrances except such
as will not under any circumstances cause the possession and
use of the property by the City for Airport purposes to be
disturbed and that, as to such parts of such Capital Project
or Projects to which such balance relates as constitute real
property acquired, constructed or installed under a right or
interest less than a fee simple or perpetual easement, the
right or interest is sufficient for the purposes of the
Airport, and that there are no uncancelled mechanics',
laborers', contractors', or materialmen's liens on any such
property or any moneys of the City on file in any public
office where the same should be filed in order to be valid
liens against such property or any moneys of the City to
which such balance relates, and that, in the opinion of the
signer of such Counsel's Opinion, the time within which such
liens can be filed has expired; and
(v) an opinion of Bond Counsel to the effect that such
transfer or withdrawal will not adversely affect any exemp-
tion from Federal income taxes of interest on any Bonds
theretofore issued.
(c) At the direction of the City expressed in a Certificate
filed with the Trustee, moneys in any Capitalized Interest Account
may be withdrawn and, pursuant to Section 1401, deposited in
trust to pay or provide for the payment of Bonds of the Series
with respect to which such Capitalized Interest Account is main-
tained; provided that immediately after such withdrawal there
shall be held in such Capitalized Interest Account either moneys
in an amount which shall be sufficient, or Qualified Investments
the principal of and interest on which when due (without rein-
vestment thereof) together with the moneys held in such Capital-
ized Interest Account, shall be sufficient, to provide for the
payment when due of the interest to accrue on all Bonds of such
Series which remain Outstanding, on or prior to the date to which
interest on such Series was originally capitalized.
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ARTICLE V
REVENUES AND FUNDS
Section 501. Creation of Funds and Accounts . The following
Funds and Accounts are hereby created:
(a) The Revenue Fund to be held and administered by
the Trustee;
(b) The Debt Service Fund and two separate Accounts
therein to be known as the Interest Account and the Princi-
pal Account to be held and administered by the Trustee;
(c) The Debt Service Reserve Fund to be held and
administered by the Trustee; and
(d) The Junior Lien Obligation Debt Service Fund to be
held and administered by the Trustee.
In addition, the City agrees to establish and maintain in accord-
ance with the requirements of the Airport Use Agreements an
Airport Fund, an Operation and Maintenance Fund, a Special Capital
Projects Fund, an Operation and Maintenance Reserve Fund, and a
Maintenance Reserve Fund. The City may also create an Emergency
Reserve Fund and an Airport Development Fund pursuant to the-
Airport Use Agreements .
The Trustee shall, at the written request of the City,
establish such additional Accounts within any of the Funds estab-
lished under this Ordinance, and subaccounts within any of the
Accounts established under this Ordinance, as shall be specified
in such written request, for the purpose of identifying more
precisely the sources of payments into and disbursements from «.
such Funds, Accounts and subaccounts; but the establishment of Ml
any such additional Accounts or subaccounts shall not alter or \"
modify any of the requirements of this Ordinance with respect to
the deposit or use of moneys in any Fund or Account established X
hereunder. In addition, the Trustee shall, at the written request C^
of the City, establish additional Accounts within the Junior Lien \
Obligation Debt Service Fund for the purpose of segregating \)
amounts available to pay the principal of, premium, if any, and
interest on separate series of Junior Lien Obligations and for
the purpose of establishing the priority of one or more such
Accounts over one or more other such Accounts . Nothing herein
shall require the City to designate the Trustee as trustee for
any Junior Lien Obligations. l^
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Any moneys and securities held in the Revenue Fund or any
other Fund or Account created under this Section shall be held in
trust by the Trustee, as provided in this Ordinance, and shall be
applied, used and withdrawn only for the purposes authorized in
this Ordinance. All moneys and securities held by the City in
the Operation and Maintenance Fund, the Special Capital Projects
-33-
Fund, the Operation and Maintenance Reserve Fund and the Mainte-
nance Reserve Fund shall be accounted for and held separate and
apart from all other moneys and securities of the City, shall be
applied, used and withdrawn solely for the purposes authorized in
this Ordinance and, until so applied, used and withdrawn, shall
be held in trust by the City for such purposes . All moneys and
securities held by the City in the Emergency Reserve Fund and the
Airport Development Fund may be applied, used and withdrawn by
the City for any lawful corporate purpose of the City, free of
any lien or security interest in favor of the Trustee and the
holders of the Bonds, but subject to any requirements of the
Airport Use Agreements.
Section 502. Deposit of Revenues . Contemporaneously with
the initial issuance of Bonds under this Ordinance, all amounts
held in the Airport Fund shall be transferred by the City to the
Trustee for deposit in the Revenue Fund. Thereafter, all Revenues
shall be collected by the City and promptly deposited to the
credit of the Revenue Fund in the name of the Trustee with a
depositary or depositaries, each fully qualified under the provi-
sions of Section 1303 to receive the same as deposits of money
held by the Trustee, designated by the City and approved by the
Trustee and statements giving the amount of each such deposit and
the name of the depositary shall be forwarded promptly to the
Trustee by the City and by such depositary. The Trustee shall be
accountable only for moneys actually so deposited.
Section 503. Disbursement from Revenue Fund . The moneys ii
the Revenue Fund shall be disbursed and applied by the Trustee as
required to make the following deposits on the dates and in the
amounts provided:
(a) On the tenth day of each month the Trustee shall
make the following deposits in the manner and order of
priority set forth —
First : The Trustee shall first transfer to the
City for deposit into the Operation and Maintenance
Fund an amount equal to one- twelfth of the amount
provided in the Operation and Maintenance Expense
Projection for the current Fiscal Year; provided,
however, that if the mid-year projection prepared in
accordance with Section 7.06 of the Airport Use Agree-
ments contains an adjustment of Operation and Mainte-
nance Expenses (exclusive of Operation and Maintenance
Expenses of the Land Support Area or required deposits
in the Operation and Maintenance Reserve Fund and the
Maintenance Reserve Fund), the amount required to be
deposited in the Operation and Maintenance Fund each
month of the second six-month period of each Fiscal
Year shall be increased or decreased as appropriate by
an amount equal to one- sixth of the amount of such
adjustment.
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Second : The Trustee shall next deposit into the
Debt Service Fund, without priority one over the other,
(i) into the Interest Account an amount equal to one-
sixth of the amount of interest which will be due on
all Outstanding Bonds on the next Interest Payment Date
less any amounts payable from the Capitalized Interest [V
Account and attributable to such Interest Payment Date;
provided, however, that if the first Interest Payment
Date for any Series is less than six months after the
date of such Series the foregoing fraction insofar as (Y
such Series shall be concerned shall be one over the
number of months to elapse in whole or in part between
the date of issuance of such Series and the first
Interest Payment Date for such Series, but thereafter
such fraction shall be one-sixth, and (ii) into the
Principal Account an amount equal to one- twelfth of the
amount of the Principal Installments which will become
due on all Outstanding Bonds on the next January 1;
provided that if the first Principal Installment due on
any Series is due in less than 12 months from the date
of such Series the foregoing fraction insofar as such
Series is concerned shall be one over the number of
months to elapse in whole or in part between the date
of issuance of such Series and the January 1 next
ensuing on which a Principal Installment payment is due n;
on such Series, but thereafter such fraction shall -be vj
one-twelfth. -. (\
Third : The Trustee shall next transfer to the
City for deposit into the Special Capital Projects Fund
the amount specified by the City in a Certificate filed
with the Trustee as the amount to be deposited at such
time in such Fund.
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(b) On the business day of the Trustee immediately (\
preceding each Interest Payment Date, the Trustee shall make \J
the following deposits in the manner and order of priority
set forth - —
First : The Trustee shall first deposit into the \
Debt Service Fund the amount, if any, necessary to
increase the amount on deposit therein to an amount
sufficient to pay the interest and Principal Install-
ments on all Outstanding Bonds becoming due on such \j
Interest Payment Date.
1
Second : The Trustee shall next deposit into the
Debt Service Reserve Fund the amount, if any, necessary
to increase the amount on deposit therein to an amount
equal to the Debt Service Reserve Fund Requirement.
Third : The Trustee shall next transfer to the
City for deposit into the Operation and Maintenance
Reserve Fund an amount equal to one-half of the Opera-
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tion and Maintenance Reserve Fund Deposit Requirement,
if any, for the current Fiscal Year; provided, however,
that if the mid-year projection prepared in accordance
with Section 7.06 of the Airport Use Agreements contains
an adjustment of Operation and Maintenance Expenses
(exclusive of Operation and Maintenance Expenses of the
Land Support Area or required deposits in the Operation
and Maintenance Reserve Fund and the Maintenance Reserve
Fund), the amount required to be deposited in the
Operation and Maintenance Reserve Fund on the business
day of the Trustee immediately preceding the second
Interest Payment Date of each Fiscal Year shall be
increased or decreased as appropriate by an amount
equal to the amount of such adjustment.
Fourth: The Trustee shall next transfer to the
City for deposit into the Maintenance Reserve Fund an
amount equal to the lesser of (i) $1,500,000 and (ii) th«
amount, if any, required to increase the amount on
deposit therein to $3,000,000.
Fifth : The Trustee shall next transfer to the
City for deposit into the Emergency Reserve Fund an
amount equal to one-half of the Emergency Reserve Fund
Deposit Requirement, if any, for the current Fiscal
Year .
Sixth : The Trustee shall next transfer to the
City for deposit into the Airport Development Fund an
amount equal to one-half of the Airport Development
Fund Deposit Requirement, if any, for the current
Fiscal Year.
Seventh : The Trustee shall next deposit into the
Junior Lien Obligation Debt Service Fund an amount, if
any, equal to the amount required by any resolution or
ordinance authorizing the issuance of Junior Lien
Obligations to be deposited therein on such date.
(c) If at the time deposits are required to be made
under paragraphs (a) or (b) of this Section the moneys held in
the Revenue Fund are insufficient to make any required deposit,
the deposit shall be made up on the next applicable deposit date
after required deposits into all other Funds enjoying a higher
priority shall have been made in full.
(d) Notwithstanding any other provision of this Ordin-
ance, the Trustee and the City shall be mandatorily and irrevocably
obligated to apply moneys in the Maintenance Reserve Fund to make
up any deficiencies in the Debt Service Reserve Fund. In the
event moneys are so applied, the amount applied shall be restored
on the next applicable deposit date after all other Fund deposits
enjoying a higher priority shall have been made in full.
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(e) The amount of the Airport Development Fund Deposit
Requirement and the Emergency Reserve Fund Deposit Requirement
shall be stated in a Certificate which shall be delivered to the
Trustee prior to such deposits.
transferred to the Revenue Fund
(d) The moneys in the Special Capital Projects Fund
shall be used only for the purpose of making Special Capital
Project Expenditures.
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I
(f) Notwithstanding any other provision of this Ordi-
nance, at the end of each Fiscal Year amounts on deposit in the
Debt Service Fund, the Debt Service Reserve Fund, the Operation
and Maintenance Fund, the Operation and Maintenance Reserve Fund,
the Maintenance Reserve Fund and the Junior Lien Obligation Debt
Service Fund in excess of the amount required hereunder to be on
deposit in such Fund at the end of such Fiscal Year shall be
^
*
Section 504. Use of Funds . The moneys on deposit in the
Funds and Accounts listed in Section 501, except the Emergency
Reserve Fund and the Airport Development Fund, shall be used for
the purposes and uses specified as follows:
(a) I>i addition to disbursements authorized by Section
503 , the Trustee shall apply moneys in the Revenue Fund to
make up any deficiency arising in the Funds described in
clauses First, Second and Seventh of paragraph (b) of
Section 503 in the order of their priority one over another
and in the manner specified in Section 503 and shall there- ^
after as may be directed by a Certificate of the City make 0^
any payment to an Airline Party required by Sections 5.03(b), •- .."-
5.06(c) and 7.07 of the Airport Use Agreements.
(b) The moneys in the Operation and Maintenance Fund
shall be used by the City only to pay Operation and Mainte-
nance Expenses (excluding Operation and Maintenance Expenses
of the Land Support Area and required deposits in the Opera-
tion and Maintenance Reserve Fund and Maintenance Reserve » C\
Fund) or to repay amounts borrowed from the Operation and \J
Maintenance Reserve Fund. Loans from the Operation and v
Maintenance Reserve Fund to the Operation and Maintenance >S
Fund shall be repaid as soon as funds for such loan repay- X
ment are available in the Operation and Maintenance Fund.
(c) The moneys in (i) the Interest Account shall be
used only for the payment of the interest on the Bonds. The
moneys in the Principal Account shall be used only for the \i
payment of Principal Installments on the Bonds . The Trustee
shall transfer to the Paying Agents the necessary moneys to
pay all such interest and Principal Installments becoming
due on each Interest Payment Date prior to such Interest
Payment Date and the Paying Agents shall apply such amounts
to the payment of such interest and Principal Installments
on and after the due dates thereof. ^
§
?)
(e) The moneys in the Debt Service Reserve Fund shall
be used for the payment of the interest and Principal Install'
ments on Bonds , whenever and to the extent moneys in the
Interest Account and Principal Account, respectively, are
insufficient therefor. At the direction of the City
expressed in a Certificate filed with the Trustee, moneys in
the Debt Service Reserve Fund may be withdrawn and deposited
in trust to pay or provide for the payment of Bonds pursuant
to Section 1401; provided, however, that immediately after
such withdrawal the amount on deposit in the Debt Service
Reserve Fund equals or exceeds the Debt Service Reserve Fund
Requirement.
(f) The moneys in the Operation and Maintenance Reserve
Fund shall be used by the City only to make loans to the
Operation and Maintenance Fund whenever and to the extent
moneys in the Operation and Maintenance Fund are insufficient
to pay Operation and Maintenance Expenses (excluding Opera-
tion and Maintenance Expenses of the Land Support Area and
required deposits in the Operation and Maintenance Reserve
Fund and Maintenance Reserve Fund).
(g) The moneys in the Maintenance Reserve Fund shall
be used by the City only for paying the cost of extraordinary
maintenance expenditures, such as costs incurred for major
repairs, renewals and replacements at the Airport, whether
caused by normal wear and tear or by unusual and extra-
ordinary occurrences including costs of painting, major
repairs, renewals and replacements and damage caused by
storms or other unusual causes. Any expenditure out of the
Maintenance Reserve Fund shall be certified as an appropriate
expenditure for one or more of the purposes set forth in
this paragraph by an Independent Airport Consultant.
(h) The moneys in the Junior Lien Obligation Debt
Service Fund shall be transferred by the Trustee to the
appropriate trustees or paying agents under the appropriate
ordinances or resolutions authorizing the issuance of Junior
Lien Obligations for the purpose of paying such amounts as
may be required to be paid by such resolutions or ordinances.
Section 505. General Regulations as to Investments .
(a) All moneys held in any Fund or Account established and
created under this Ordinance or the Airport Use Agreements, other
than the Emergency Reserve Fund and the Airport Development Fund,
shall be invested in Qualified Investments at the direction of
the City Treasurer.
(b) Qualified Investments purchased as an investment of
moneys in any Fund or Account established and created under this
Ordinance or the Airport Use Agreements, other than the Emergency
Reserve Fund and the Airport Development Fund, shall be deemed at
all times to be a part of such Fund or Account. Qualified Invest-
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(c) In computing the amount in any Fund or Account, obliga-
tions maturing within the three year period next succeeding the
date of computation shall be valued at amortized value and obliga-
tions maturing more than three years following the date of compu-
tation shall be valued at the lower of amortized value or market
value .
REDEMPTION OF BONDS
!
1
ments so purchased shall be sold at the best price obtainable X
whenever it shall be necessary so to do in order to provide
moneys to make any withdrawal or payment from such Fund or
Account. For the purposes of any such investment, Qualified
Investments shall be deemed to mature at the earliest date on .
which the obligor is, on demand, obligated to pay a fixed sum in (^
discharge of the whole of such Qualified Investments. Qualified
Investments in which moneys held in any Fund or Account have been
invested shall mature not later than the respective dates as
estimated by the Trustee based on information provided by the (\
City, when the moneys held for the credit of any Fund or Account
will be needed.
1
(d) For purposes of this Ordinance amortized value means
par, if the obligation was purchased at par, or, when used with
respect to an obligation purchased at a premium above or a dis-
count below par, means the value as of any given time obtained by
dividing the total premium or discount at which such obligation
was purchased by the number of interest payments remaining on
such obligation after such purchase and deducting the amount thus -- _,
calculated for each Interest Payment Date after such purchase
from the purchase price in the case of an obligation purchased at
a premium or adding the amount thus calculated for each Interest
Payment Date after such purchase to the purchase price in the
case of an obligation purchased at a discount. Valuation shall
be made on each January 1 and July 1 and at any other time
required hereunder, and on any particular date shall not include ,.
the amount of interest then earned or accrued to such date on any Ml
deposit or investment. ^'
ARTICLE VI (^
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<
Section 601. Privilege of Redemption and Redemption Price .
Bonds of any Series subject to redemption prior to maturity
pursuant to the Supplemental Ordinance authorizing such Series
shall be redeemable, upon published notice as provided in this
Article, at such times, at such Redemption Prices plus interest ^
accrued and unpaid to the redemption date and upon such terms as
may be specified in such Bonds, in this Ordinance and in the vn
Supplemental Ordinance authorizing such Series. S.
Section 602. Redemption at the Election or Direction of the )
City . In the case of any redemption of Bonds other than as
provided in Section 603, the City shall give written notice to
the Trustee of its election or direction so to redeem, of the
t*
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redemption date, of the Series to be redeemed, of the principal
amounts of the Bonds of each maturity of such Series to be re-
deemed (which redemption dates, Series, maturities and principal
amounts thereof to be redeemed shall be determined by the City in
its sole discretion, subject to any limitations with respect
thereto contained in this Ordinance and any Supplemental Ordin-
ance) and of any moneys to be applied to the payment of the
Redemption Price. Such notice shall be given at least 45 days
prior to the redemption date or such shorter time as shall be
acceptable to the Trustee. Upon the giving of such notice, the
City, if it holds the amounts to be applied to the payment of the
Redemption Price plus interest accrued and unpaid to the redemp-
tion date, shall pay to the Trustee or to the appropriate Paying
Agents an amount in cash which, in addition to other moneys, if
any, available therefor held by such Paying Agents, will be
sufficient to redeem on the redemption date at the Redemption
Price thereof plus interest accrued and unpaid to the redemption
date, all of the Bonds to be redeemed. The City shall promptly
notify the Trustee in writing of all such payments made by the
City to a Paying Agent.
Section 603 . Redemption Otherwise Than at City's Election
or Direction . Whenever by the terms of this Ordinance or the
Supplemental Ordinance authorizing any Series of Bonds the Trustee
is required to redeem Bonds otherwise than at the election or
direction of the City, and subject to and in accordance with' the
terms of this Article and, to the extent applicable, Article V,
the Trustee shall select the redemption date of the Bonds to be
redeemed, and give notice of redemption in the manner prescribed
in Section 605.
Section 604. Selection of Bonds to be Redeemed by Lot . In
the event of redemption of less than all the Outstanding Bonds of
like Series and maturity, the Trustee shall assign to each such
Outstanding fully registered Bond a distinctive number for each
$5,000 of the principal amount of such Bond and shall select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers of all such coupon Bonds of the
denomination of $5,000 then Outstanding and the numbers assigned
to such fully registered Bonds as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be
redeemed. The Bonds to be redeemed shall be the coupon Bonds of
the denomination of $5,000 bearing the numbers so selected and
the fully registered Bonds to which were assigned numbers so
selected, but only so much of the principal amount of each such
fully registered Bond of a denomination of more than $5,000 shall
be redeemed as shall equal $5,000 for each number assigned to it
and so selected. For the purpose of this Section, Bonds which
have heretofore been selected by lot for redemption shall not be
deemed Outstanding Bonds .
Section 605. Notice of Redemption . When the Trustee shall
receive notice from the City of its election or direction to
redeem Bonds pursuant to Section 602 and when redemption of Bonds
-40-
^1
is required pursuant to Section 603, the Trustee shall (but only X
if the funds then, or committed to be, on deposit with the Trustee
and available for such purpose, shall be sufficient to pay the
Redemption Price in full) give notice in the name of the City, of
the redemption of such Bonds, which notice shall specify the
Series and maturities of the Bonds to be redeemed, the redemption [^
date and the place or places where amounts due upon such redemp-
tion will be payable and, if less than all of the Bonds of any
like Series and maturity are to be redeemed, the letters and
numbers or other distinguishing marks of such Bonds so to be (\
redeemed and, in the case of fully registered Bonds to be 0)
redeemed in part only, such notice shall also specify the respec-
tive portions of the principal amount thereof to be redeemed.
Such notice shall further state that on such date there shall
become due and payable upon each Bond to be redeemed the Redemp-
tion Price thereof, or the Redemption Price of the specified
portions of the principal thereof in the case of fully regis-
tered Bonds to be redeemed in part only, together with interest
accrued to the redemption date, and that from and after such
redemption date interest thereon shall cease to accrue and be
payable. Such notice shall be given by publication once a week
for at least two successive weeks in the Authorized Newspapers,
the first such publication to be not less than 30 days nor more
than 45 days prior to the redemption date. The Trustee shall
also mail a copy of such notice, postage prepaid, not less than
30 days before the redemption date to the registered owners of
any Bonds or portions of Bonds which are to be redeemed, r\t their
last addresses, if any, appearing upon the registration books
maintained by the City at the principal corporate trust office of
the Trustee, and to the holder of any coupon Bond who shall have
filed with the Trustee an address for notices, but such mailing
shall not be a condition precedent to such redemption and failure
so to mail any such notice shall not affect the validity of the
proceedings for the redemption of Bonds.
Section 606. Payment of Redeemed Bonds . Notice having been \'
given by publication in the manner provided in Section 605, the \
Bonds or portions thereof called for redemption shall become due
and payable on the redemption date so designated at the Redemp- ^
tion Price therein stated, plus interest accrued and unpaid to
the redemption date, and, upon presentation and surrender thereof
at the office specified in such notice, together with, in the
case of Bonds registered otherwise than to bearer, a written
instrument of transfer duly executed by the registered owner or
his duly authorized attorney, and, in the case of coupon Bonds,
all appurtenant coupons maturing subsequent to the redemption
date, such Bonds, or portions thereof, shall be paid at the ^
Redemption Price, plus interest accrued and unpaid to the redemp-
tion date not represented by coupons for matured interest install-
ments . All interest installments represented by coupons which ^K
shall have matured on or prior to the redemption date shall XJ
continue to be payable to the bearers of such coupons. If there
shall be drawn for redemption less than all of a fully registered
Bond, the City shall execute and the Trustee shall authenticate
I
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and deliver, upon the surrender of such Bond, without charge to
the owner thereof, for the unredeemed balance of the principal
amount of the fully registered Bond so surrendered at the option
of the owner thereof, either coupon Bonds or registered Bonds of
like Series and maturity in any of the authorized denominations.
If, on the redemption date, moneys for the redemption of all the
Bonds or portions thereof of any like Series and maturity to be
redeemed, together with interest to the redemption date, shall be
held by any Paying Agent so as to be available therefor on said
date and if notice of redemption shall have been published as
aforesaid, then, from and after the redemption date interest on
the Bonds or portions thereof so called for redemption shall
cease to accrue and become payable, and the coupons for interest
appertaining thereto maturing subsequent to the redemption date
shall be void. If said moneys shall not be so available on the
redemption date, such Bonds or portions thereof shall continue to
bear interest until paid at the same rate as they would have
borne had they not been called for redemption.
ARTICLE VII
COVENANTS OF THE CITY
Section 701. Equality of Security . All Bonds, regardless
of Series, date of issuance and date of sale, shall be secured by
the pledge contained in Section 204; and the security so pledged
shall not be used for any other purpose except as expressly
permitted by the terms of this Ordinance, so long as any Bonds
remain Outstanding and unpaid.
Section 702. Equality of Bonds . All Bonds authorized
hereunder shall be on a parity and rank equally without prefer-
ence, priority or distinction over any other thereof as to secu-
rity, regardless of the time or times of their issue, and the
provisions, covenants and agreements set forth herein to be
performed by and on behalf of the City shall be for the equal
benefit, protection and security of the holders of any and all
Bonds of each Series and the coupons thereto appertaining. The
City covenants that it will not issue any obligations, payable
from the Revenues or any other moneys pledged herein, nor volun-
tarily create or cause or permit to be created any debt, lien,
pledge or assignment, having priority to or being on a parity
with, the Bonds.
Section 703. Punctual Payment . The City covenants that it
will duly and punctually pay or cause to be paid the principal
of, premium, if any, and interest on, all Bonds and all Sinking
Fund Payments due hereunder in strict conformity with the terms
of such Bonds and of this Ordinance and the Supplemental Ordin-
ances authorizing the Bonds of each Series, and that it will
faithfully observe and perform all the conditions, covenants and
requirements of this Ordinance, each such Supplemental Ordinance
and of the Bonds issued thereunder.
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I!
(a) The City covenants that it will fix and establish, and
revise from time to time whenever necessary, such rentals, rates
and other charges for the use and operation of the Airport and
for certain services rendered by the City in the operation there-
of as will cause in each Fiscal Year a sufficient amount to be on
deposit in the Revenue Fund to permit the deposits required by
Section 503 to be made.
$
Section 704. Rate Covenant. &
(b) The City covenants that Revenues in each Fiscal Year in
which Bonds are Outstanding shall equal an amount at least suffi-
cient to produce Net Revenues Available For Debt Service of not
less than an aggregate amount equal to the sum of (i) the amounts
required by Section 503 to be deposited for such Fiscal Year in
the Debt Service Reserve Fund, the Operation and Maintenance
Reserve Fund, the Maintenance Reserve Fund, the Special Capital
Projects Fund and the Junior Lien Obligation Debt Service Fund
and (ii) one and twenty- five hundredths times the Aggregate Debt ^U
Service for the Bond Year commencing during such Fiscal Year
reduced by an amount equal to any amount held in any Capitalized
Interest Account for disbursement during such Bond Year to pay
interest on Bonds .
1
Section 705. Against Pledge of Revenues . The City shall
not hereafter issue any bonds, notes, or other evidences of ' \
indebtedness secured by the pledge contained in Section 204,
other than the Bonds, and shall not create or cause to be created
any lien or charge on Revenues, or on any other amounts pledged
for the benefit of holders of Bonds under this Ordinance; provided,
however, that neither this Section nor any other provision of
this Ordinance shall prevent the City from (a) issuing bonds,
notes or other evidences of indebtedness payable out of, or
secured by a pledge of, Revenues to be derived on and after such
date as the pledge contained in Section 204 shall be discharged
and satisfied as provided in Section 1401, or (b) from issuing
bonds, notes or other evidences of indebtedness (including bonds, X
notes or other evidences of indebtedness evidencing loans made by
the City to the Airport) which are payable out of or secured by
the pledge of amounts which may be withdrawn from the Junior Lien ^
Obligation Debt Service Fund. ]
Section 706. Offices For Servicing Bonds . The City shall /.
at all times maintain one or more agencies in the City of Chicago,
Illinois, or the City of New York, New York, where Bonds and
coupons may be presented for payment, where Bonds may be pre-
sented for registration, registration of transfer or exchange and
where notices, demands and other documents may be served upon the
City in respect of the Bonds and coupons or of this Ordinance.
The City hereby appoints the Trustee an agent for the registra-
tion, registration of transfer or exchange of Bonds and for the
service upon the City of such notices, demands and other docu-
ments. The City hereby appoints each Paying Agent as an agent to
maintain such agencies for the payment or redemption of Bonds and
coupons .
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Section 707. Insurance . The City shall maintain, or cause
to be maintained, insurance with respect to the Airport (except
the Land Support Area) against such casualties and contingencies
and in amounts not less than is reasonably prudent. Such policies
of insurance shall name the City and the Trustee as co-assureds
as their interests may appear. Without limiting the foregoing,
the City shall maintain, or cause to be maintained, the following
insurance with respect to the Airport (except the Land Support
Area ) :
(a) Insurance against loss or damage under a policy or
policies covering such risks as are ordinarily insured
against by reasonably prudent operators of airports, includ-
ing without limiting the generality of the foregoing, fire,
lightning, windstorm, hail, floods, explosion, riot, riot
attending a strike, civil commotion, damage from aircraft,
smoke and uniform standard extended coverage with vandalism
and malicious mischief endorsements, and all-risk coverage,
limited only as may be provided in the standard form of sue!
endorsements at the time in use in the State of Illinois.
Such insurance shall be maintained in an amount not less
than the full insurable replacement value of the insured
premises. No policy of insurance shall be written such thai
the proceeds thereof will produce less, by reason of co-
insurance provisions or otherwise, than the full insurable
replacement value of the insured premises. Full insurable
replacement value of any insured premises shall be deemed to
equal the actual replacement cost of the premises, and shall
be determined from time to time, but not less frequently
than once every three years, by an architect, contractor,
appraiser or appraisal company or one of the insurers, in
any case, selected by the City. In the event that such
determination of full insurable replacement value indicates
that any premises in the Airport (other than the Land Support
Area) are underinsured, the City shall forthwith secure the
necessary additional insurance coverage.
(b) Comprehensive general public liability insurance
including blanket contractual liability and personal injury
liability (with employee exclusion deleted), and on-premises
automobile insurance including owned, non-owned and hired
automobiles used and operated by the City, protecting the
City against liability for injuries to persons and property
arising out of the existence or operation of the Airport
(except the Land Support Area) in limits as follows: for
personal injury and bodily injury, $100,000,000 for each
occurrence and $100,000,000 annual aggregate; and for
property damage, $100,000,000 for each occurrence and
$100,000,000 annual aggregate.
(c) Boiler or pressure vessel explosion insurance with
coverage on a replacement cost basis as provided in subsection
(a) above for property damage, but any such policy may have
a deductible amount not exceeding $10,000. No such policy
-44-
of insurance shall be so written that the proceeds thereof
will produce less than the minimum coverage required by the
first sentence of this subsection (c) by reason of co-
insurance provisions or otherwise.
(d) Each policy of insurance maintained by the City
under this Section shall contain a waiver of subrogation on
the part of the insurer in favor of the City and the Airline
Parties .
(e) If, at any time, the City is obligated under any
other agreement then in effect between the City and any
Airline Parties to provide, with respect to premises at the
Airport, insurance of the nature and in not less than the
amounts described in this Section, then the provisions of
this Section shall be subject to the applicable provisions
of such other agreement.
4
Section 708. Use of Insurance Proceeds . If the Airport, or
any portion thereof, shall be substantially damaged or destroyed
by fire or other casualty, the City shall deposit with the Trustee
the net proceeds of any insurance received with respect thereto,
and the Trustee shall deposit such net proceeds in a special
trust account or, in the case of damage to or destruction of any
Capital Project then under construction, in the Project Account
relating to such Capital Project. Moneys on deposit in any such
special trust account or Project Account shall be disbursed in -. _•
the same manner, and subject to the same conditions, as provided <N
in Section 403 with respect to disbursements from the Construction
Fund, subject to the following additional conditions:
*
S
(a) If an Airline Party's Exclusive Use Premises or
Airline's Aircraft Parking Area, as such terms are defined
in the Airport Use Agreements, or any portion thereof, are -
damaged or destroyed by fire or other casualty, the City, Ml
after consultation with such Airline Party, shall, to the \'
extent of proceeds of insurance received with respect to <S
such premises, forthwith repair, reconstruct and restore x
(subject to unavoidable delays) the damaged or destroyed G^
premises to (i) substantially the same condition, character \
and utility value (based upon the plans and specifications \)
for such premises, subject to then-existing Airport building
standards) as existed prior to the event causing such damage
or destruction, or (ii) such other condition, character and
value as may be agreed upon by the City and such Airline
Party.
(b) If any part of the Airport other than Exclusive vl
Use Premises, Aircraft Parking Area and Land Support Area, y
as such terms are defined in the Airport Use Agreements, are vh
damaged or destroyed by fire or other casualty, the City, \
after consultation with such Airline Party (or its author- \ )
ized representative), shall, to the extent of proceeds of \\
insurance received with respect to such premises, forthwith
<s.
-45-
•\
repair, reconstruct and restore (subject to unavoidable
delays) the damaged or destroyed premises to (i) substan-
tially the same condition, character and utility value
(based upon the plans and specifications for such premises,
subject to then-existing building standards) as existed
prior to the event causing such damage or destruction,
(ii) or such other condition, character and value as may be
agreed upon by the City and a Majority-in- Interest.
Section 709. Annual Audit . The City covenants that it will
within six months after the close of each Fiscal Year, furnish
the Trustee with a copy of an annual audit report, prepared in
accordance with generally accepted accounting principles and
certified by an Independent Accountant, covering the operation of
the Airport for such preceding Fiscal Year. Such audit shall
contain a calculation based on actual data enabling such Indepen-
dent Accountant to certify that the coverage requirement contained
in Section 704(b) has been satisfied. The City covenants that it
will cause a copy of such audit to be delivered to the Trustee
and mailed, postage prepaid, to the holders of any Bonds request-
ing copies thereof. Such audit shall be available for inspection
by the holders of the Bonds at the office of the City Comptroller.
Section 710. Power to Issue Bonds and Make Pledge Contained
in Section 204 . The City is duly authorized under all applicable
laws to issue the Bonds and to adopt this Ordinance and to make
the pledge contained in Section 204 in the manner and to the
extent provided. The Revenues and moneys and securities so
pledged are and will be free and clear of any pledge, lien,
charge or encumbrance thereon or with respect thereto prior to,
or of equal rank with, the pledge contained in Section 204 and
all corporate or other action on the part of the City to that end
has been and will be duly and validly taken. The Bonds and the
provisions of this Ordinance are and will be valid and legally
enforceable obligations of the City in accordance with their
terms and the terms of this Ordinance. The City shall at all
times, to the extent permitted by law, defend, preserve and
protect the pledge contained in Section 204 and all the rights of
the Bondh olders under this Ordinance against all claims and
demands .
Section 711. Further Assurances . The City covenants that
it will make or adopt and execute, or cause to be made, adopted
and executed, any and all such further ordinances, acts, deeds,
conveyances, assignments or assurances as may be reasonably
required for effectuating the intention of this Ordinance, and
for the better assuring and confirming unto the holders of the
Bonds of the rights and benefits provided in this Ordinance or
any Supplemental Ordinance.
Section 712. Prompt Acquisition and Construction . The City
covenants that upon the receipt of the proceeds of any Series
issued to pay the costs of Capital Projects, the City will with
reasonable dispatch proceed with the construction, installation
-46-
and acquisition of such Capital Projects and that it will expedi- &
tiously complete such construction, installation and acquisition,
in a good workmanlike manner, substantially in accordance with
the plans and specifications therefor and in conformity with law
and all requirements of all governmental agencies having jurisdic-
tion thereover. The City will cause all materials and equipment
incorporated in any such Capital Project to be of good quality,
free and clear from any material faults or defects.
The City covenants that no payment will be made from the
Construction Fund for labor or materials or to contractors,
builders or materialmen, on account of the construction, acquisi-
tion and installation of Capital Projects, or any portion thereof,
unless such portion is located on lands which are owned by the
City in fee simple or over which the City shall have acquired
sufficient leases, easements, servitudes or control for the
purposes of such Capital Projects.
Section 713 . Tax Covenants .
1
1
I
(a) The City covenants not to take any action or omit to
take any action which is lawful and within its power to take, and
which, if taken or omitted, would cause interest on the Bonds to
be includable in gross income of the holders of the Bonds for
Federal income tax purposes.
(b) The City further covenants that it will not take any -- -
action or omit to take any action with respect to the investment \)
of the proceeds of any Series or with respect to the payments
derived under the Airport Use Agreements which would result in
causing Bonds of any Series to constitute "arbitrage bonds"
within the meaning of such term as defined in the Code.
\
Section 714. Airport Use Agreements . fs
(a) The City shall operate and maintain the Airport in a N
manner which will entitle it at all times to charge and collect ^
fees, charges and rentals in accordance with the Airport Use ^
Agreements and shall take all reasonable measures permitted by ^
law to enforce prompt payment to it of such fees, charges and \
rentals . N
(b) The City covenants that it will not rescind, terminate, /
amend or modify any Airport Use Agreement if such rescission, N
termination, amendment or modification would in any manner materi-
ally and adversely affect the rights or security of the holders
of the Bonds. In furtherance of such covenant the City agrees [h
that while any Bonds are Outstanding the City shall not (i) rescind \J
or terminate any Airport Use Agreement unless an "Event of Default" ^
under Section 24.01 thereof has occurred and is continuing; \^
provided, however, that the City may substitute under an Airport Qj \
Use Agreement an airline engaged in an Air Transportation Business \ /
for any Airline Party, if the airline substituted for such Airline \l
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Party agrees to undertake all of the obligations and duties of
.the Airline Party for which it is being substituted under such
Airport Use Agreement, or (ii) amend any such Airport Use Agreement
to modify the obligation of the Airline Party under such Airport
Use Agreement with respect to the payment of Airport Fees and
Charges sufficient, after taking into account all other Revenues,
to satisfy all of the deposit requirements specified in Section
503 and to satisfy the covenant of the City specified in Section
704(b).
(c) The City covenants that it will file with the Trustee
true and complete copies of each Airport Use Agreement and each
amendment or supplement to any Airport Use Agreement.
ARTICLE VIII
ADMINISTRATION OF AIRPORT
Section 801. Management . The City covenants that in order
to assure the efficient management and operation of the Airport
and to assure the holders of the Bonds that the Airport will be
economically and efficiently operated on the basis of sound
business principles, it will operate and maintain the Airport
under the direction of the Commissioner of Aviation. The City-
will not take, or allow any other person to take, any action
which would cause the Federal Aviation Administrator of the
Federal Aviation Administration, Department of Transportation, or
any successor to the powers and authority of such Administrator,
to suspend or revoke the Airport's airport operating certificate
issued under the Federal Aviation Act of 1958, or any successor
statute. The City will comply with all valid acts, rules, regu-
lations, orders and directives of any governmental, legislative,
executive, administrative or judicial body applicable to the
Airport, unless the same shall be contested in good faith, all to
the end that the Airport will remain operative at all times .
Section 802. Operation and Maintenance of Airport . The
City covenants that it will use its best efforts to see that the
Airport shall at all times be operated and maintained in an
efficient operating condition; and such repairs shall be made
thereto as shall be necessary or appropriate in the prudent
management thereof to insure its economic and efficient operation
at all times. The City shall cause all rentals, rates and other
charges for the use and operation of the Airport and for certain
services rendered by the City in the operation thereof to be
collected when and as due and shall prescribe and enforce rules
and regulations for the payment thereof and for the consequences
of nonpayment thereof. The City will, out of the Operation and
Maintenance Fund, from time to time, duly pay and discharge, or
cause to be paid and discharged, any taxes, assessments or other
governmental charges lawfully imposed upon the Airport (excluding
the Land Support Area) or upon any part thereof, or upon the
Revenues, when the same shall become due, as well as any lawful
claim for labor, materials, or supplies which, if unpaid, might
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by law become a lien or charge upon the Airport, or which might Q^
impair the security of the Bonds. \
Section 803. Maintenance of Powers . The City covenants
that it will at all times use its best efforts to keep the Airport
open for landings and takeoffs of aircraft of any type using
facilities similar to those at the Airport and to maintain the
powers, functions, duties and obligations now reposed in it
pursuant to law, and will not at any time voluntarily do, suffer p.
or permit any act or thing the effect of which would be to hinder, *\]
delay or imperil either the payment of the indebtedness evidenced
by any of the Bonds or the performance or observance of any of
the covenants herein contained. If at any time the City is
unable to keep the Airport open for airport purposes as herein
provided, it will use its best efforts, to the extent permitted
by law, to make such use (including use for other than airport
purposes ) and take such action with respect to the Airport so as
to produce revenues therefrom in accordance with proper and
efficient business practices . ^
Section 804. Independent Airport Consultant . The City
covenants that it will continuously employ an Independent Airport
Consultant. The Independent Airport Consultant shall inspect the
Airport and make reports thereon and advise and make recommenda-
tions to the City in connection with the administration, operation
and maintenance thereof, including recommendations for any revi- \
sions necessary in fees, rates, and charges to comply with the
provisions of this Ordinance, and shall prepare the Operation and
Maintenance Expense Projection. Copies of each report and recom-
mendation of the Independent Airport Consultant shall be sent as
soon as available, but not later than 120 days prior to the
commencement of each Fiscal Year, to the Commissioner of Aviation,
the City Comptroller and the City Budget Director.
Section 805. Airport Budget . The City shall prepare prior
to the beginning of each Fiscal Year an annual budget for the \
Airport setting forth for the ensuing Fiscal Year in reasonable ^
detail, among other things, estimated Revenues and Operation and ^S
Maintenance Expenses. Such budget shall be prepared in accordance C^
with applicable law and shall be made available to the City \
Council in sufficient time for it to act thereon as required by N
law. All Operation and Maintenance Expenses shall be reasonable
and the total expenditures shall not exceed in any Fiscal Year /
the total expenditures thus set forth in the annual budget except N
to the extent approved by the City Council in accordance with
law.
Section 806. Leases and Concessions . The City shall have VJ
the right for any term of years to let to any person, firm or
corporation, or grant concessions or privileges in, any land of
the Airport or any building or structure on such land for any
purpose necessary or incidental to the operation of the Airport
or for any purpose which in the opinion of the Independent Airport
Consultant does not in any way interfere with the operation of
the Airport.
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H
ARTICLE IX
SPECIAL FACILITIES
Section 901. Construction, Installation and Acquisition of
Special Facility Improvements . The construction, installation
and acquisition of Special Facility Improvements is hereby author-
ized under and pursuant to the terms and conditions hereinafter
set forth in this Article.
Section 902. Authorization . Before any Special Facility
Improvement shall be constructed, installed or acquired by the
City, the City, pursuant to this Article, shall adopt an ordinance
or resolution describing in reasonable detail, sufficient for
identification thereof, the Special Facility Improvement to be
constructed, installed or acquired by the City, and before any
Special Facility Revenue Bonds are issued the City shall likewise
adopt an ordinance or resolution authorizing the issuance of
Special Facility Revenue Bonds to finance the cost of construc-
tion, installation, or acquisition of such Special Facility
Improvement and prescribing the rights, duties, remedies, and
obligations of the City and the holders, from time to time, of
such Special Facility Revenue Bonds.
Section 903. Special Facility Revenue Bonds . The Special
Facility Revenue Bonds authorized by the ordinance or resolution
referred to in Section 902 shall be revenue Bonds payable solely
from rentals or other charges derived by the City under and
pursuant to a Special Facility Financing Arrangement entered into
by and between the City, as lessor or lender, and such person,
either public or private, as shall lease, as lessee, the related
Special Facility Improvement from the City, or borrow from the
City to finance the construction, installation and acquisition of
such Special Facility Improvement, and may be issued by the City
notwithstanding the limitations, restrictions and conditions
contained in this Ordinance relating to the issuance of Bonds;
provided, however, that no Special Facility Revenue Bonds shall
be issued by the City unless, prior thereto, there shall have
been filed with the City a certificate, executed by the Indepen-
dent Airport Consultant, certifying that the estimated rentals,
debt service or other charges to be derived by the City under and
pursuant to the related Special Facility Financing Arrangement
will be at least sufficient to pay the principal of, premium, if
any, and interest on, such Special Facility Revenue Bonds as the
same mature and become due, all costs of operating and main-
taining such Special Facility Improvement required to be paid for
by the City and for which no mechanism for reimbursement to the
City has been established other than pursuant to such Special
Facility Financing Arrangement and all sinking and other reserve
fund payments required by the ordinance or resolution authorizing
the Special Facility Revenue Bonds as the same become due; and
provided, further, that no such Special Facility Revenue Bonds
shall be issued by the City until the City has entered into a
Special Facility Financing Arrangement which shall be for a term
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V]
at least as long as the period during which such Special Facility
, _ 1
Revenue Bonds are outstanding and unpaid. O
ARTICLE X (V
SUPPLEMENTAL ORDINANCES
Section 1001. Supplemental Ordinances Effective Upon Filing (Y
With the Trustee . For any one or more of the following purposes JJJ
and at any time or from time to time, a Supplemental Ordinance ^
may be adopted by the City Council, which, upon the filing with n;
the Trustee of a copy thereof certified by the City Clerk, shall
be fully effective in accordance with its terms : &
(a) To close this Ordinance against, or provide limita-
tions and restrictions in addition to the limitations and
restrictions contained in this Ordinance on, the authen-
tication and delivery of Bonds or the issuance of other
evidences of indebtedness;
^
.93
(b) To add to the covenants and agreements of the City
in this Ordinance other covenants and agreements to be
observed by the City which are not contrary to or inconsis- n;
tent with this Ordinance as theretofore in effect; O
(c) To add to the limitations and restrictions in tms •- _ \
Ordinance other limitations and restrictions to be observed
by the City which are not contrary to or inconsistent with
this Ordinance as theretofore in effect;
S
(d) To surrender any right, power or privilege reserved
to or conferred upon the City by the terms of this Ordinance,
but only if the surrender of such right, power or privilege C\
is not contrary to or inconsistent with the covenants and \J
agreements of the City contained in this Ordinance;
\
(e) To authorize a Series and, in connection therewith A
specify and determine the matters and things referred to in
Section 206 or Section 207, as the case may be, and also any
other matters and things relative to such Bonds which are
not contrary to or inconsistent with this Ordinance as
theretofore in effect, or to amend, modify or rescind any \j
such authorization, specification or determination at any
time prior to the first authentication and delivery of
such Bonds; »
SI
(f) To confirm, as further assurance, the pledge under
Section 204, and the subjection to any lien, claim or pledge ^
created or to be created by, this Ordinance; and o
(g) To modify any of the provisions of this Ordinance
in any respect whatever, provided that (i) such modification
shall be, and be expressed to be, effective only after all
? )
i
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Bonds Outstanding at the date of the adoption of such Supple-
mental Ordinance shall cease to be Outstanding, and (ii)
such Supplemental Ordinance shall be specifically referred
to in the text of all Bonds of any Series authenticated and
delivered after the date of the adoption of such Supple-
mental Ordinance and of Bonds issued in exchange therefor or
in place thereof.
Section 1002. Supplemental Ordinances Effective Upon Consent
of Trustee .
(a) For any one or more of the following purposes and at
any time or from time to time, a Supplemental Ordinance may be
adopted by the City Council, which, upon (i) the filing with the
Trustee of a copy thereof certified by the City Clerk, and (ii)
the filing with the Trustee and the City of an instrument in
writing made by the Trustee consenting thereto, shall be fully
effective in accordance with its terms:
(1) To cure any ambiguity, supply any omission, or
cure or correct any defect or inconsistent provision in this
Ordinance; or
(2) To insert such provisions clarifying matters or
questions arising under this Ordinance as are necessary or
desirable and are not contrary to or inconsistent with this
Ordinance as theretofore in effect.
(3) To provide additional duties of the Trustee under
this Ordinance.
(b) Any such Supplemental Ordinance may also contain one or
more of the purposes specified in Section 1001, and in that
event, the consent of the Trustee required by this Section shall
be applicable only to those provisions of such Supplemental
Ordinance as shall contain one or more of the purposes set forth
in subsection (a) of this Section.
Section 1003. Supplemental Ordinances Effective With Consent
of Bondholders . At any time or from time to time, a Supplemental
Ordinance may be adopted by the City Council, subject to consent
by Bondholders in accordance with and subject to the provisions
of Article XI, which Supplemental Ordinance, upon the filing with
the Trustee of a copy thereof certified by the City Clerk and
upon compliance with the provisions of Article XI, shall become
fully effective in accordance with its terms.
Section 1004. General Provisions.
(a) This Ordinance shall not be modified or amended in any
respect except as provided in and in accordance with and subject
to the provisions of this Article and Article XI and in compliance
with Section 8.02(b) (vi) of the Airport Use Agreements. Nothing
in this Article or Article XI contained shall affect or limit the
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(b) Any provision in this Article for publication of a
Section 1102. Powers of Amendment . Any modification or
amendment of this Ordinance or of any Supplemental Ordinance or
of the rights and obligations of the City and of the holders of
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1
right or obligation of the City to adopt, make, do, execute, v^
acknowledge or deliver any ordinance, resolution, act or other
instrument pursuant to the provisions of Section 711 or the right
or obligation of the City to execute and deliver to any Fiduciary
any instrument which elsewhere in this Ordinance it is provided
shall be delivered to said Fiduciary. (\-
(b) Any Supplemental Ordinance referred to and permitted or
authorized by Sections 1001 and 1002 may be adopted by the City
Council without the consent of any of the Bondholders, but shall f\%
become effective only on the conditions, to the extent and at the
time provided in said Sections, respectively. The copy of every
Supplemental Ordinance filed with the Trustee shall be accom-
panied by a Counsel ' s Opinion stating that such Supplemental
Ordinance has been duly and lawfully adopted in accordance with ^
the provisions of this Ordinance, is authorized or permitted by s\
this Ordinance, and is valid and binding upon the City and enforce-
able in accordance with its terms .
(c) The Trustee is hereby authorized to accept the delivery
of a certified copy of any Supplemental Ordinance referred to and
permitted or authorized by Sections 1001, 1002 or 1003 and to
make all further agreements and stipulations which may be therein
contained, and the Trustee, in taking such action, shall be fully
protected in relying on an opinion of counsel (which may be a
Counsel's Opinion) that such Supplemental Ordinance is authorized C?
or permitted by the provisions of this Ordinance. -- _ C«
(d) No Supplemental Ordinance shall change or modify any of
the rights or obligations of any Fiduciary without its written
assent thereto.
\
ARTICLE XI
AMENDMENTS \J
ft
\
Section 1101. Mailing and Publication of Notice of Amendment .
&
(a) Any provision in this Article for the mailing of a \
notice or other paper to Bondholders shall be fully complied with
if it is mailed postage prepaid only (i) to each registered owner
of then Outstanding Bonds at his address, if any, appearing upon .
the registration books maintained by the City at the principal \|
corporate trust office of the Trustee, (ii) to each holder of any
coupon Bond who shall have filed with the Trustee within two
years preceding such mailing an address for notices, and (iii) to
the Trustee.
st
notice or other matter shall require the publication thereof only
in the Authorized Newspapers. r^ )
N
the Bonds and coupons, in any particular, may be made by a Supple-
mental Ordinance, with the written consent given as provided in
Section 1103 (a) of the holders of at least two-thirds in prin-
cipal amount of the Bonds Outstanding at the time such consent is
given, (b) in case less than all of the several Series of then
Outstanding Bonds are affected by the modification or amendment,
of the holders of at least two-thirds in principal amount of the
then Outstanding Bonds of each Series so affected, and (c) in
case the modification or amendment changes the terms of any
Sinking Fund Payment, of the holders of at least two-thirds in
principal amount of the then Outstanding Bonds of the particular
Series and maturity entitled to such Sinking Fund Payment; except
that if such modification or amendment will, by its terms, not
take effect so long as any Bonds of any specified like Series and
maturity remain Outstanding, the consent of the holders of such
Bonds shall not be required and such Bonds 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 permit a change in the terms of redemption or maturity of
the principal of any Outstanding Bond or of any installment of
interest thereon or a reduction in the principal amount or the
Redemption Price thereof or in the rate of interest thereon
without the consent of the holder of such Bond, or shall reduce
the percentages or otherwise affect the classes of Bonds the
consent of the holders of which is required to effect any such
modification or amendment, or shall change or modify any of the
rights or obligations of any Fiduciary without its written assent
thereto. For the purposes of this Section, a Series shall be
deemed to be affected by a modification or amendment of this
Ordinance if the same adversely affects or diminishes the rights
of the holders of Bonds of such Series. The Trustee may in its
discretion determine whether or not in accordance with the fore-
going powers of amendment Bonds of any particular Series or
maturity would be affected by any modification or amendment
hereof and any such determination shall be binding and conclusive
on the City and all holders of Bonds.
Section 1103. Consent of Bondholders .
(a) The City may at any time adopt a Supplemental Ordinance
making a modification or amendment permitted by the provisions of
Section 1102, to take effect when and as provided in this Section.
A copy of such Supplemental Ordinance (or brief summary thereof
or reference thereto in form approved by the Trustee), together
with a request to Bondholders for their consent thereto in form
satisfactory to the Trustee, shall be mailed by the City to
Bondholders and shall be published in the Authorized Newspapers
at least once a week for two successive weeks (but failure to
mail such copy and request shall not affect the validity of the
Supplemental Ordinance when consented to as in this Section
provided). Such Supplemental Ordinance shall not be effective
unless and until (i) there shall have been filed with the Trustee
(1) the written consents of holders of the percentages of Outstand-
ing Bonds specified in Section 1102 and (2) a Counsel's Opinion
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stating that such Supplemental Ordinance has been duly and law- x
fully adopted and filed by the City in accordance with the provi-
sions of this Ordinance, is authorized or permitted hereby and is N
valid and binding upon the City and enforceable in accordance
with its terms and (ii) a notice shall have been published as .
hereinafter provided in this Section. [^
(b) The consent of a Bondholder to any modification or
amendment shall be effective only if accompanied by proof of the
holding, at the date of such consent, of the Bonds with respect (V\
to which such consent is given, which proof shall be such as is \|
permitted by Section 1315. A certificate or certificates signed oC
by the Trustee filed with the Trustee that it has examined such
proof and that such proof is sufficient in accordance with Sec-
tion 1315 shall be conclusive that the consents have been given
by the holders of the Bonds described in such certificate or
certificates. Any such consent shall be binding upon the holder
of the Bonds giving such consent and upon any subsequent holder
of such Bonds and of any Bond issued in exchange therefor (whether
or net such subsequent holder thereof has notice thereof) unless
such consent is revoked in writing by the holder of such Bonds
giving such consent or a subsequent holder thereof by filing with
the Trustee, prior to the time when the written statement of the
Trustee hereinafter provided for in this Section is filed, such
revocation and, if such Bonds are transferable by delivery, proof
that such Bonds are held by the signer of such revocation in the
manner permitted by Section 1315. The fact that a consent has
not been revoked may likewise be proved by a certificate of the
Trustee filed with the Trustee to the effect that no revocation
thereof is on file with the Trustee.
*
\
(c) At any time after the holders of the required percent-
ages of Bonds shall have filed their consents to the Supplemental
Ordinance, the Trustee shall make and file with the City and the .
Trustee a written statement that the holders of such required Ml
percentages of Bonds have filed such consents. Such written \J
statement shall be conclusive that such consents have been so ^
filed. At any time thereafter notice, stating in substance that X
the Supplemental Ordinance (which may be referred to as a Supple- ^
mental Ordinance adopted by the City Council on a stated date, a
copy of which is on file with the Trustee) has been consented to
by the holders of the required percentages of Bonds and will be
effective as provided in this Section, may be given to Bondholders
by the City by mailing such notice to Bondholders (but failure to
mail such notice shall not prevent such Supplemental Ordinance
from becoming effective and binding as provided in this Section)
and by publishing the same in the Authorized Newspapers at least ^
once not more than 90 days after the holders of the required
percentages of Bonds shall have filed their consents to the o!
Supplemental Ordinance and the written statement of the Trustee ^v
hereinabove provided for is filed. The City shall file with the XJ
Trustee proof of the publication of such notice and, if the same \^ J
shall have been mailed to Bondholders, of the mailing thereof. A \,
record, consisting of the papers required or permitted by this /
to
-55-
Section to be filed with the Trustee, shall be proof of the
matters therein stated. Such Supplemental Ordinance making such
amendment or modification shall be deemed conclusively binding
upon the City, the Fiduciaries and the holders of all Bonds and
coupons at the expiration of 40 days after the filing with the
Trustee of the proof of the first publication of such last men-
tioned notice, except in the event of a final decree of a court
of competent jurisdiction setting aside such Supplemental Ordi-
nance in a legal action or equitable proceeding for such purpose
commenced within such 40 day period; except that any Fiduciary
and the City during such 40 day period and any such further
period during which any such action or proceeding may be pending
shall be entitled in their absolute discretion to take such
action, or to refrain from taking such action, with respect to
such Supplemental Ordinance as they may deem expedient.
Section 1104. Modifications by Unanimous Consent . The
terms and provisions of this Ordinance and the rights and obliga-
tions of the City and of the holders of the Bonds and coupons
hereunder may be modified or amended in any respect upon the
adoption by the City Council and filing by the City of a Supple-
mental Ordinance and the consent of the holders of all the then
Outstanding Bonds, such consent to be given as provided in Section
1103 except that no notice to Bondholders either by mailing or
publication shall be required; but no such modification or amend-
ment shall change or modify any of the rights or obligations of
any Fiduciary without the filing with the Trustee of the written
assent thereto of such Fiduciary in addition to the consent of
the Bondholders.
Section 1105. Exclusion of Bonds . Bonds owned or held by
or for the account of the City shall not be deemed Outstanding
for the purpose of consent or other action or any calculation of
Outstanding Bonds provided for in this Article, and the City
shall not be entitled with respect to such Bonds to give any
consent or take any other action provided for in this Article.
At the time of any consent or other action taken under this
Article, the City shall furnish the Trustee with a Certificate
upon which the Trustee may rely, describing all Bonds so to be
excluded.
Section 1106. Notation on Bonds . Bonds authenticated and
delivered after the effective date of any action taken as in
Article X or this Article provided may, and, if the Trustee so
determines, shall, bear a notation by endorsement or otherwise in
form approved by the City and the Trustee as to such action, and
in that case upon demand of the holder of any Bond Outstanding at
such effective date and presentation of his Bond for that purpose
at the principal office of the Trustee or upon any exchange or
registration of transfer of any Bond Outstanding at such effec-
tive date, suitable notation shall be made on such Bond or upon
any Bond issued upon any such exchange or registration of trans-
fer by the Trustee as to any such action. If the City or the
Trustee shall so determine, new Bonds so modified as in the
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ARTICLE XII
DEFAULT AND REMEDIES
Section 1201. Events of Default . Each of the following
events of default is hereby declared an "Event of Default" :
(b) Payment of any installment of interest on any Bond
shall not be made when the same shall become due;
V
opinion of the Trustee and the City to conform to such action J^
shall be prepared, authenticated and delivered, and upon demand
of the holder of any Bond then Outstanding shall be exchanged,
without cost to such Bondholder, for Bonds of the same Series and
maturity then Outstanding, upon surrender of such Bonds with all
unpaid coupons, if any, appertaining thereto.
1
"1
(a) Payment of the principal or Redemption Price, if
any, of any Bond shall not be made when and as the same
shall become due, whether at maturity or upon call for
redemption or otherwise; ^
X
(c) The City shall fail or refuse to comply with the
provisions of this Ordinance, or shall default in the per-
formance or observance of any of the covenants, agreements
or conditions on its part contained herein or the Bonds, •- .
which materially affects the rights of the holders of the vj
Bonds, and such failure, refusal or default shall continue
for a period of 45 days after written notice thereof by the
Trustee or the holders of not less than 25% in principal
amount of the Outstanding Bonds; provided, however, that in
the case of any such default which can be cured by due
diligence but which cannot be cured within the 45 day #^
period, the time to cure shall be extended for such period H
as may be necessary to remedy the default with all due V
diligence. ^
Section 1202. Remedies . C^
\
(a) Upon the happening and continuance of any Event of N|
Default specified in paragraph (a) or (b) of Section 1201, the
Trustee shall proceed, or upon the happening and continuance of
any Event of Default specified in paragraph (c) of Section 1201,
the Trustee may proceed, and upon the written request of the
holders of not less than 25% in principal amount of the Outstand-
ing Bonds, shall proceed, in its own name, subject to the provi- lK
sions of this Section, to protect and enforce its rights and the V !
rights of the Bondholders by such of the following remedies as Cj
the Trustee, being advised by counsel, shall deem most effectual sR
to protect and enforce such rights: \
V J
<sl
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(i) By mandamus or other suit, action or proceeding at
law or in equity, to enforce all rights of the Bondholders,
including the right to require the City to receive and
collect the Revenues adequate to carry out the covenants and
agreements as to such Revenues and the pledge contained in
Section 204 and to require the City to carry out any other
covenant or agreement with Bondholders and to perform its
duties under this Ordinance;
(ii) By bringing suit upon the Bonds;
(iii) By action or suit in equity, require the City to
account as if it were the trustee of an express trust for
the Bondholders; or
(iv) By action or suit in equity, enjoin any acts or
things which may be unlawful or in violation of the rights
of the Bondholders.
(b) In the enforcement of any rights and remedies under
this Ordinance, the Trustee shall be entitled to sue for, enforce
payment on and receive any and all amounts then or during any
default becoming, and at any time remaining, due from the City
but only out of moneys pledged as security for the Bonds for
principal, Redemption Price, interest or otherwise, under any
provision of this Ordinance or of the Bonds, and unpaid, with
interest on overdue payments at the rate or rates of interest
specified in such Bonds, together with any and all costs and
expenses of collection and of all proceedings hereunder and under
such Bonds, without prejudice to any other right or remedy of the
Trustee or of the Bondholders, and to recover and enforce a
judgment or decree against the City for any portion of such
amounts remaining unpaid, with interest, costs and expenses, and
to collect from any moneys available under this Ordinance for
such purpose, in any manner provided by law, the moneys adjudged
or decreed to be payable.
Section 1203. Priority of Payments After Default .
(a) In the event that upon the happening and continuance of
any Event of Default, the moneys held by any Fiduciary shall be
insufficient for the payment of principal or Redemption Price, if
any, and interest then due on the Bonds, such moneys (other than
moneys held for the payment or redemption of particular Bonds or
coupons which have theretofore become due at maturity or by call
for redemption) and any other moneys received or collected by the
Trustee acting pursuant to this Article, after making provision
for the payment of any expenses necessary in the opinion of the
Trustee to protect the interests of the holders of the Bonds and
for the payment of the charges and expenses and liabilities
incurred and advances made by any Fiduciary in the performance of
its duties under this Ordinance, shall be applied as follows:
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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, then
to the payment thereof ratably, according to the amounts due [V
on such installment, to the persons entitled thereto, without
any discrimination or preference; and
Second: To the payment to the persons entitled thereto (V
of the unpaid principal or Redemption Price of any Bonds JJ
which shall have become due, whether at maturity or by call ^\
for redemption, in the order of their due dates with interest
on such Bonds from the respective dates upon which such
principal or Redemption Price became due at the rate borne &
by the Bonds and, if the amounts available shall not be s\
sufficient to pay in full all the Bonds due on any date,
then to the payment thereof ratably, according to the amounts
of principal or Redemption Price, if any, due on such date,
to the persons entitled thereto, without any discrimination
or preference.
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(b) Whenever moneys are to be applied by the Trustee pur-
suant to the provisions of this Section, such moneys shall be
applied by the Trustee at such times, and from time to time, as *J;
the Trustee in its sole discretion shall determine, having due O
regard to the amount of such moneys available for application and (^
the likelihood of additional moneys becoming available for such "* - \
application in the future. The deposit of such moneys with the
Paying Agents, or otherwise setting aside such moneys in trust
for the proper purpose, shall constitute proper application by
the Trustee and the Trustee shall incur no liability whatsoever
to the City, to any Bondholder or to any other person for any
delay in applying any such moneys, so long as the Trustee acts
with reasonable diligence, having due regard for the circum- f\
stances, and ultimately applies the same in accordance with such Vl
provisions of this Ordinance as may be applicable at the time of
application by the Trustee. Whenever the Trustee shall exercise
such discretion in applying such moneys, it shall fix the date X
(which shall be an Interest Payment Date unless the Trustee shall
deem another date more suitable) upon which such application is
to be made and upon such date interest on the amounts of princi-
pal to be paid on such date shall cease to accrue. The Trustee
shall give such notice as it may deem appropriate for the fixing
of any such date. The Trustee shall not be required to make
payment to the holder of any unpaid coupon or any Bond unless
such coupon or such Bond shall be presented to the Trustee for
appropriate endorsement or for cancellation if fully paid.
V
Section 1204. Termination of Proceedings . In case any
proceedings taken by the Trustee on account of any Event of ^
Default shall have been discontinued or abandoned for any reason, W \
then in every such case the City, the Trustee and the Bondholders
shall be restored to their former positions and rights hereunder,
respectively, and all rights, remedies, powers and duties of the
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Trustee shall continue as though no such proceeding had been
taken .
Section 1205. Bondholders' Direction of Proceedings .
Anything in this Ordinance to the contrary notwithstanding, the
holders of the majority in principal amount of the Bonds then
Outstanding shall have the right by an instrument or concurrent
instruments in writing executed and delivered to the Trustee, to
direct the method of conducting all remedial proceedings to be
taken by the Trustee hereunder, except that such direction shall
not be otherwise than in accordance with law or the provisions of
this Ordinance, and that the Trustee shall have the right to
decline to follow any such direction which in the opinion of the
Trustee would be unjustly prejudicial to Bondholders not parties
to such direction.
Section 1206. Limitation on Rights of Bondholders .
(a) No holder of any Bond shall have any right to institute
any suit, action, mandamus or other proceeding in equity or at
law under this Ordinance, or for the protection or enforcement of
any right or remedy under this Ordinance or any right under law
unless such holder shall have given to the Trustee written notice
of the Event of Default or breach of duty on account of which
such suit, action or proceeding is to be taken, and unless the
holders of not less than 25% in principal amount of the Bonds
then Outstanding shall have made written request of the Trustee
after the right to exercise such powers or right of action, as
the case may be, shall have occurred, and shall have afforded the
Trustee a reasonable opportunity either to proceed to exercise
the powers herein granted or granted under the law or to in-
stitute such action, suit or proceeding in its name and unless,
also, there shall have been offered to the Trustee reasonable
security and indemnity against the costs, expenses and liabilites
to be incured therein or thereby, and the Trustee shall have
refused or neglected to comply with such request within a reason-
able time; and such notification, request and offer of indemnity
are hereby declared in every such case, at the option of the
Trustee, to be conditions precedent to the execution of the
powers under this Ordinance or for any other remedy under this
Ordinance or under law. It is understood and intended that no
one or more holders of the Bonds hereby secured shall have any
right in any manner whatever by his. or their action to affect,
disturb or prejudice the security of this Ordinance, or to
enforce any right under this Ordinance or under law with respect
to the Bonds or this Ordinance, except in the manner herein
provided, and that all proceedings at law or in equity shall be
instituted, had and maintained in the manner herein provided and
for the benefit of all holders of the Outstanding Bonds and
coupons . Nothing in this Article contained shall affect or
impair the right of any Bondholder to enforce the payment of the
principal or Redemption Price, if any, of and interest on his
Bonds, or the obligation of the City to pay the principal or
Redemption Price, if any, of and interest on each Bond issued
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under this Ordinance to the holder thereof at the time and place &
in said Bond and appurtenant coupons, if any, expressed. o
(b) Notwithstanding anything to the contrary contained in
this Section, or any other provision of this Ordinance, each [V
holder of any Bond by his acceptance thereof shall be deemed to
have agreed that any court in its discretion may require, in any
suit for the enforcement of any right or remedy under this Ordin-
ance, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the reasonable costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party o
litigant in any such suit, having due regard to the merits and &
good faith of the claims or defenses made by such party litigant; ^
but the provisions of this paragraph shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Bond-
holder, or group of Bondholders, holding at least 25% in princi-
pal amount of the Bonds Outstanding, or to any suit instituted by
any Bondholder for the enforcement of the payment of the principal
or Redemption Price of or interest on any Bond on or after the
respective due date thereof expressed in such Bond. \M
Section 1207. Possession of Bonds by Trustee Not Required .
All rights of action under this Ordinance or under any of the. ^
Bonds, enforceable by the Trustee, may be enforced by it without y^
the possession of any of the Bonds or the coupons appertaining •• - \
thereto or the production thereof on the trial or other proceed-
ing relative thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the
benefit of all the holders of such Bonds and coupons, subject to
the provisions of this Ordinance.
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Section 1208. Remedies Not Exclusive . No remedy herein f\
conferred upon or reserved to the Trustee or to the Bondholders \ 1
by this Ordinance is intended to be exclusive of any other remedy v
or remedies, and each and every such remedy shall be cumulative >S
and shall be in addition to any other remedy given hereunder or X
now or hereafter existing at law or in equity or by statute.
Section 1209. No Waiver of Default . No delay or omission
by the Trustee or by any Bondholder to exercise any right or
power accruing upon any default shall impair any such right or \\
power or shall be construed to be a waiver of any such default or
any acquiesence therein and every power and remedy given by this
Ordinance to the Trustee and the holders of the Bonds, respec- -
tively, may be exercised from time to time and as often as may be
deemed expedient. \1
Section 1210. Notice to Bondholders. The Trustee shall ^
give to the Bondholders notice of each Event of Default under
this Ordinance known to the Trustee within 90 days after know-
ledge of the occurrence thereof, unless such Event of Default 1
shall have been remedied or cured or necessary moneys provided
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before the giving of such notice; but, except in the case of
default in the payment of the principal or Redemption Price-, if
any, of or interest on any of the Bonds, the Trustee shall be
protected in withholding such notice if and so long as the board
of directors, the executive committee, or a trust committee of
directors or responsible officers of the Trustee in good faith
determines that the withholding of such notice is in the inter-
ests of the Bondholders. Each such notice shall be given by the
Trustee by mailing written notice thereof: (a) to all registered
holders of Bonds, as the names and addresses of such holders
appear upon the books for registration and transfer of Bonds as
kept by the Trustee, (b) to such Bondholders as have filed their
names and addresses with the Trustee for that purpose, and (c) to
such other persons as is required by law.
Section 1211. Subordination of Detached Coupons . No coupon
or claim for interest appertaining to any of the Bonds which in
any way at or after maturity shall have been transferred or
pledged separate and apart from the Bond to which it appertains
shall, unless accompanied by such Bond, be entitled in case of an
Event of Default under this Ordinance to any benefit by or from
this Ordinance, except after the prior payment in full of the
principal or Redemption Price, if any, of all of the Bonds then
due and of all coupons and claims for interest then due not so
transferred or pledged.
ARTICLE XIII
CONCERNING THE FIDUCIARIES
Section 1301. Trustee . The Trustee hereunder to be appointee
shall be a bank, trust company or national banking association
having the powers of a trust company doing business and having
its principal office in the City of Chicago, in the State of
Illinois, having a combined capital, surplus and undivided pro-
fits in excess of $250,000,000 if there be such a bank, trust
company or national banking association willing and able to
accept the office on reasonable and customary terms and author-
ized by law to perform all the duties imposed upon it by this
Ordinance. Unless otherwise provided in a Supplemental Ordinance
adopted prior to the initial issuance of any Bonds, the Mayor is
hereby authorized to appoint the Trustee by a written instrument
delivered to the Trustee. The Trustee shall signify its accept-
ance of the duties and obligations imposed upon it by this
Ordinance by a written instrument of acceptance addressed and
delivered to the City and, the Trustee shall be deemed to have
accepted such duties and obligations with respect to all Bonds
thereafter to be issued; but only, however, upon the terms and
conditions set forth in this Ordinance.
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Section 1302. Appointment, and Acceptance of Duties of Pay- (A
ing Agents . ^\
(a) The City shall appoint one or more Paying Agents for
the Bonds of any Series in the Supplemental Ordinance authorizing N
such Bonds or shall appoint such Paying Agent or Paying Agents by
ordinance or resolution of the City Council adopted prior to the
authentication and delivery of such Bonds, and may at any time or
from time to time appoint one or more other Paying Agents in the
manner and subject to the conditions set forth in Section 1314
for the appointment of a successor Paying Agent. The Trustee may
be appointed and may act as a Paying Agent.
(c) The principal or corporate trust offices of the Paying
Agents are hereby designated as the respective agencies of the
City for the payment of the interest on and principal or Redemp-
tion Price of the Bonds .
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(b) Each Paying Agent shall signify its acceptance of the L^
duties and obligations imposed upon it by this Ordinance by \
written instrument of acceptance executed and delivered to the
City and the Trustee. '
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Section 1303. Funds Held in Trust and Security Therefor . <S
All moneys held by any Fiduciary, as such, at any time pursuant X s
to the terms of this Ordinance shall be and hereby are assigned, \
transferred and set over unto such Fiduciary in trust for the •■ -
purposes and upon the terms and conditions of this Ordinance.
Subject to the provisions of Section 505 as to investment of
moneys held hereunder, all moneys (not including securities) held
by any Fiduciary, as such, may be deposited by such Fiduciary in
its banking department or with such other banks, trust companies,
or national banking associations, each having its principal place
of business in the City, as may be designated by the City and (\
approved by the Trustee. No such funds shall be deposited with \j
any bank, trust company or national banking association, other
than the Trustee, in an amount exceeding 50% of the amount which x
an officer of such bank, trust company or national banking asso- x
ciation shall certify to the Trustee and the City as the combined
capital and surplus of such bank, trust company or national A
banking association. No such funds shall be deposited or remain
on deposit with any bank, trust company or national banking
association in excess of the amount insured by the Federal Deposit £ »
Insurance Corporation, unless (a) such bank, trust company or
national banking association shall have deposited in trust with
the trust department of the Trustee or with a federal Reserve
Bank or branch or, with the written approval of the Trustee and
the City, pledged to some other bank, trust company or national \1
banking association, for the benefit of the City and the appropri-
ate Fund or Account, as collateral security for the moneys deposited, A*
Qualified Collateral having a current market value (exclusive of ft
accrued interest) at least equal to 110% of the amount of such N
moneys, or (b) in lieu of such collateral security as to all or ^) j
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any part, of such moneys, there shall have been deposited in trust
with the trust department of the Trustee, for the benefit of the
City and the appropriate Fund or Account, and remain in full
force and effect as security for such moneys or part thereof the
indemnifying Bond or Bonds of a surety company or companies
qualified as surety for deposits of funds of the United States of
America and qualified to transact business in the State of Illinois
in a sum at least equal to the amount of such moneys or part
thereof. The Trustee and every Paying Agent shall allow and
credit interest on any such moneys held by it at such rate as it
customarily allows upon similar moneys of similar size and under
similar conditions or as required by law. Interest in respect of
moneys or on securities in any Fund or Account shall be credited
in each case to the Fund or Account in which such moneys or
securities are held.
Section 1304. Responsibility of Fiduciaries . The recitals
of fact herein and in the Bonds contained shall be taken as the
statements of the City and no Fiduciary assumes any responsibil-
ity for the correctness of the same. No Fiduciary makes any
representations as to the validity or sufficiency of this Ordin-
ance or of any Bonds or coupons issued thereunder or in respect
of the security afforded by this Ordinance, and no Fiduciary
shall incur any responsibility in respect thereof. The Trustee
shall, however, be responsibile for its representation contained
in its certificate on the Bonds. No Fiduciary shall be under any
responsibility or duty with respect to the application of any
moneys paid to the City or to any other Fiduciary. No Fiduciary
shall be under any obligation or duty to perform any act which
would involve it in expense or liability or to institute or
defend any suit in respect hereof, or to advance any of its own
moneys, unless properly indemnified. No Fiduciary shall be
liable in connection with the performance of its duties hereunder
except for its own negligence or default. Neither the Trustee
nor any Paying Agent shall be under any responsibility or duty
with respect to the application of any moneys paid to any one of
the others .
Section 1305. Evidence on Which Fiduciaries May Act . Each
Fiduciary shall be protected in acting upon any notice, resolu-
tion, request, consent, order, certificate, report, opinion, Bond
or other paper or document believed by it to be genuine, and to
have been signed or presented by the proper party or parties.
Each Fiduciary may consult with counsel, who may or may not be of
counsel to the City, and the opinion of such counsel shall be
full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in
accordance therewith. Whenever any Fiduciary shall deem it
necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, including
payment of moneys out of any Fund or Account, such matter (unless
other evidence in respect thereof be herein specifically pre-
scribed) may be deemed to be conclusively proved and established
by a Certificate, and such Certificate shall be full warrant for
any action taken or suffered in good faith under the provisions
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Section 1309. Removal of Trustee. The Trustee shall be
1
of this Ordinance upon the faith thereof, but in its discretion >v
the Fiduciary may in lieu thereof accept other evidence of such
fact or matter or may require such further or additional evidence
as to it may seem reasonable. Except as otherwise expressly
provided herein, any request, order, notice or other direction ^
required or permitted to be furnished pursuant to any provision [^
hereof by the City to any Fiduciary shall be sufficiently exe-
cuted if executed in the name of the City by an Authorized
Officer.
Section 1306. Compensation and Expenses . The City shall
pay to each Fiduciary from time to time reasonable compensation
for all services rendered under this Ordinance, and also all
reasonable expenses, charges, counsel fees and other disburse-
ments, including those of their attorneys, agents and employees
incurred in and about the performance of their powers and duties
under this Ordinance, and the Fiduciaries shall have a lien
therefor on any and all moneys at any time held by it under this
Ordinance. The City further agrees to indemnify and save each ov
Fiduciary harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties hereunder,
which are not due to its negligence or default.
1
Section 1307. Permitted Acts and Functions . Any Fiduciary
may become the owner of any Bonds and coupons, with the same
rights it would have if it were not such Fiduciary. To the -
extent permitted by law, any Fiduciary may act as depositary for,
and permit any of its officers or directors to act as a member <iN
of, or in any other capacity with respect to, any committee
formed to protect the rights of Bondholders or to effect or aid
in any reorganization growing out of the enforcement of the Bonds
or this Ordinance, whether or not any such committee shall repre-
sent the holders of a majority in principal amount of the Bonds
then Outstanding.
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Section 1308. Resignation of Trustee . The Trustee may at \J
any time resign and be discharged of the duties and obligations ^
created by this Ordinance by giving not less than 60 days' written
notice to the City and publishing notice thereof, specifying the (^
date when such resignation shall take effect, once in the Author- \
ized Newspapers, and such resignation shall take effect upon the \)
day specified in such notice unless previously a successor shall
have been appointed, as provided in Section 1310, in which event
such resignation shall take effect immediately on the appointment
of such successor.
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removed by the City if at any time so requested by an instrument
or concurrent instruments in writing, filed with the Trustee and Os
the City, and signed by the holders of a majority in principal vK
amount of the then Outstanding Bonds or their attorneys-in-fact jv
duly authorized, excluding any Bonds held by or for the account
of the City. The City may remove the Trustee at any time, except V
during the existence of an Event of Default, for such cause as
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shall be determined in the sole discretion of the City by filing
with the Trustee an instrument signed by an Authorized Officer of
the City.
Section 1310. Appointment of Successor Trustee .
(a) In case at any time the Trustee shall resign or shall
be removed or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or if a receiver, liquidator or
conservator of the Trustee, or of its property, shall be appointed,
or if any public officer shall take charge or control of the
Trustee or of its property or affairs, the City covenants and
agrees that it will thereupon appoint a successor Trustee. The
City shall publish notice of any such appointment made by it in
the Authorized Newspapers, such publication to be made within 20
days after such appointment.
(b) If in a proper case no appointment of a successor
Trustee shall be made pursuant to the foregoing provisions of
this Section within 45 days after the Trustee shall have given to
the City written notice, as provided in Section 1308, or after a
vacancy in the office of the Trustee shall have occurred by
reason of its removal or inability to act, the Trustee or the
holder of any Bond may apply to any court of competent jurisdic-
tion to appoint a successor Trustee. Said court may thereupon,
after such notice, if any, as such court may deem proper and -
prescribe, appoint a successor Trustee.
(c) Any Trustee appointed under the provisions of this
Section in succession to the Trustee shall be a bank, trust
company or national banking association meeting the requirements
of Section 1301.
Section 1311. Transfer of Rights and Property to Successor
Trustee . Any successor Trustee appointed under this Ordinance,
shall execute, acknowledge and deliver to its predecessor Trustee,
and also to the City, a written instrument of acceptance respect-
ing such appointment, and thereupon such successor Trustee,
without any further act, deed or conveyance, shall become fully
vested with all moneys, estates, properties, rights, powers,
duties and obligations of such predecessor Trustee, with like
effect as if originally named as Trustee; but the Trustee ceasing
to act shall nevertheless, on the request of the City, or of the
successor Trustee, execute, acknowledge and deliver such instru-
ments of conveyance and further assurance and do such other
things as may reasonably be required for more fully and certainly
vesting and confirming in such successor Trustee all the right,
title and interest of the predecessor Trustee in and to any
property held by it under this Ordinance, and shall pay over,
assign and deliver to the successor Trustee any money or other
property subject to the trusts and conditions herein set forth.
Should any deed, conveyance or instrument in writing from the
City be required by such successor Trustee for more fully and
certainly vesting in and confirming to such successor Trustee any
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such estates, rights, powers and duties, any and all such deeds, ^
conveyances and instruments in writing shall, on request, and so O
far as may be authorized by law, be executed, acknowledged and 1
delivered by the City. Any such successor Trustee shall promptly
notify the Paying Agents of its appointment as Trustee. [V
Section 1312. Merger or Consolidation . Any company into
which any Fiduciary may be merged or converted or with which it
may be consolidated or any company resulting from any merger, f\x
conversion or consolidation to which it shall be a party or any nM
company to which any Fiduciary may sell or transfer all or sub-
stantially all of its corporate trust business, provided such
company shall be a bank, trust company or national banking asso-
ciation which is qualified to be a successor to such Fiduciary Wi
under Section 1310 or Section 1314 and shall be authorized by law v\
to perform all the duties imposed upon it by this Ordinance,
shall be the successor to such Fiduciary without the execution or
filing of any paper or the performance of any further act, any-
thing herein to the contrary notwithstanding.
Section 1313. Adoption of Authentication . In case any of
the Bonds contemplated to be issued under this Ordinance shall
have been authenticated but not delivered, any successor Trustee
4
uave ijccu auuicuLj.Ldi.cu uuu. uuu uenveicu, <m.Y &ullc&sui iiusi.cc v**
may adopt the certificate of authentication of any predecessor
Trustee so authenticating such Bonds and deliver such Bonds so ^
authenticated, and in case any of the said Bonds shall not have (X
been authenticated, any successor Trustee may authenticate such e - - N.
Bonds in the name of the predecessor Trustee, or in the name of
the successor Trustee, and in all such cases such certificate
shall have the full force which it is anywhere in said Bonds or
in this Ordinance provided that the certificate of the Trustee
shall have.
\
Section 1314. Resignation or Removal of Paying Agents and C\
Appointment of Successors . \J
(a) Any Paying Agent may at any time resign and be discharged
of the duties and obligations created by this Ordinance by giving (\
at least 60 days' written notice to the City and Trustee. Any
Paying Agent may be removed at any time by an instrument filed
with such Paying Agent and the Trustee and signed by an Authorized
Officer. Any successor Paying Agent shall be appointed by the
City and shall be a bank, trust company or national banking \|
association having the powers of a trust company, having a com-
bined capital, surplus and undivided profits in excess of
$50,000,000, and willing and able to accept the office of Paying
Agent on reasonable and customary terms and authorized by law to
perform all the duties imposed upon it by this Ordinance.
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(b) In the event of the resignation or removal of any po
Paying Agent, such Paying Agent shall pay over, assign and deliver
any moneys held by it as Paying Agent to its successor, or if O.
there be no successor then appointed, to the Trustee. In the
event that for any reason there shall be no Paying Agent at any
time, the Trustee shall act as such Paying Agent.
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Section 1315. Evidence of Signatures of Bondholders and
Ownership of Bonds .
(a) Any request, consent or other instrument which this
Ordinance may require or permit to be signed and executed by
the Bondholders may be in one or more instruments of similar
tenor, and shall be signed or executed by such Bondholders in
person or by their attorneys appointed in writing. Proof of (i)
the execution of any such instrument, or of an instrument appoint-
ing any such attorney, or (ii) the holding by any person of
the Bonds or coupons thereto appertaining, shall be sufficient
for any purpose of this Ordinance (except as otherwise herein
expressly provided) if made in the following manner, but the
Trustee may nevertheless in its discretion require further or
other proof in cases where it deems the same desirable:
(1) The fact and date of the execution by any Bond-
holder or his attorney of such instrument may be proved by
the certificate, which need not be acknowledged or verified,
of an officer of a bank or trust company satisfactory to the
Trustee or of any notary public or other officer authorized
to take acknowledgments of deeds to be recorded in the
jurisdiction in which he purports to act, that the person
signing such request or other instrument 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. The authority of the person or persons
executing any such instrument on behalf of a corporate
Bondholder may be established without further proof if such
instrument is signed by a person purporting to be the presi-
dent or vice president of such corporation with a corporate
seal affixed and attested by a person purporting to be its
secretary or an assistant secretary; and
(2) The amount of Bonds transferable by delivery held
by any person executing such request or other instrument as
a Bondholder, and the numbers and other identification
thereof, and the date of his holding such Bonds, may be
provided by a certificate, which need not be acknowledged or
verified, satisfactory to the Trustee, executed by an officer
of a trust company, bank, financial institution or other
depositary or member of the National Association of Securi-
ties Dealers, Inc. wherever situated, showing that at the
date therein mentioned such person exhibited to such officer
or had on deposit with the Trustee the Bonds described in
such certificate. Continued ownership after the date stated
in such certificate may be proved by the presentation of
such certificate if the certificate contains a statement by
such officer that the Trustee held the Bonds therein referred
to on the date of the certificate and that they will not be
surrendered without the surrender of the certificate to the
Trustee, except with the consent of the Trustee, and a
certificate of the Trustee, which need not be acknowledged
or verified, that such consent has not been given.
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ARTICLE XIV
MISCELLANEOUS
Section 1401. Defeasance.
I
(b) The ownership of Bonds registered otherwise than to
bearer and the amount, numbers and other identification, and date
of holding the same shall be proved by the registry books. Any
request, consent or vote of the owner of any Bond shall bind all
future owners of such Bond in respect of anything done or suffered [V
to be done by the City or any Fiduciary in accordance therewith.
Section 1316. Preservation and Inspection of Documents .
All documents received by any Fiduciary under the provisions of (V
this Ordinance shall be retained in its possession and shall be vj
subject at all reasonable times to the inspection of the City, t\
any other Fiduciary and any Bondholder and their agents and their
representatives, any of whom may make copies thereof.
H
(a) If the City shall pay or cause to be paid to the holders
of all Bonds and coupons, the principal and interest and Redemption
Price, if any, to become due thereon, at the times and in the
manner stipulated therein, in this Ordinance and the Supplemental
Ordinances authorizing such Bonds, then the pledge contained in
Section 204 and all other rights granted hereby shall be dis- •* \
charged and satisfied. In such event, the Trustee shall, upon
the request of the City, 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 Accounts, Funds and other moneys or securities held by
them pursuant to this Ordinance which are not required for the
payment or redemption of Bonds or coupons not theretofore surren- C\
dered for such payment or redemption. \J
(b) Bonds or coupons or interest installments for the >^
payment or redemption of which funds shall have been set aside A
and shall be held in trust by Fiduciaries (through deposit by the
City of moneys for such payment or redemption or otherwise) \j
shall, at the maturity or upon the date upon which such Bonds
have been duly called for redemption thereof, be deemed to have .
been paid within the meaning and with the effect expressed in \i
subsection (a) of this Section. All Outstanding Bonds 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 (i) in case any of said Bonds are to be redeemed
on any date prior to their maturity, the City shall have taken h^
all action necessary to call such Bonds for redemption and notice y
of such redemption shall have been duly given or provision satis-
factory to the Trustee shall have been made for the giving of O^
such notice, (ii) there shall have been deposited with the Trustee i )
it
s
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-69-
either moneys in an amount which shall be sufficient, or Federal
Obligations the principal of and the interest on which when due
(without reinvestment thereof) 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 any, 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, and (iii) in the event said Bonds
are not by their terms subject to redemption within the next
succeeding 45 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 the Authorized Newspapers
a notice to the holders of such Bonds and coupons that the deposit
required by clause (ii) 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 redemp-
tion date upon which moneys are to be available for the payment
of the principal or Redemption Price, if any, of said Bonds.
Neither such Federal Obligations or moneys deposited with the
Trustee pursuant to this Section nor principal or interest pay-
ments on any such Federal Obligations shall be withdrawn or used
for any purpose other than, and shall be held in trust for, the
payment of the principal or Redemption Price, if any, of and
interest on said Bonds; but any cash received from such principal
or interest payments on such Federal Obligations deposited with
the Trustee, if not then needed for such purpose, shall, to the
extent practicable, be reinvested in such Federal Obligations
maturing at times and in amounts sufficient to pay when due the
principal or Redemption Price, if any, and interest due and 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, assignment,
lien or pledge.
Section 1402. Funds Held for Particular Bonds and Coupons .
(a) The amounts held by any Fiduciary for the payment of
the interest, principal or Redemption Price or accrued interest
due on any date with respect to particular Bonds or coupons
shall, on and after such date and pending such payment, be set
aside on its books and held in trust by it for the holders of
the Bonds and coupons entitled thereto and for the purposes of
this Ordinance, such interest, principal or Redemption Price,
after the due date thereof shall no longer be considered to be
unpaid.
(b) If, through the deposit of moneys by the City or other-
wise, the Fiduciaries shall hold, pursuant to this Ordinance,
moneys sufficient to pay the principal and interest to maturity
on all Outstanding Bonds and coupons, or in the case of Bonds in
respect of which the City shall have taken all action necessary
to redeem prior to maturity, sufficient to pay the Redemption
-70-
Section 1404. Conflict. All ordinances and resolutions or
1
Price and interest to such redemption date, then at the request
of the City all moneys held by any Paying Agent shall be paid
over to the Trustee and, together with other moneys held by it
hereunder, shall be held by the Trustee for the payment or redemp-
tion of Outstanding Bonds and coupons.
(c) Anything in this Ordinance to the contrary notwith-
standing, any moneys held by a Fiduciary in trust for the payment
and discharge of any of the Bonds or coupons which remain un-
claimed for six years after the date when all of the 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 u^
date when all of the Bonds became 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; but, 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 publica-
tions, in the Authorized Newspapers notice that said moneys
remain unclaimed and that, after a date named in said notice,
which date shall be not less than ten nor more than 20 days after
the date of the first publication of such notice, the balance of
such moneys then unclaimed will be returned to the City. "' (^
N
Section 1403. No Recourse Under Ordinance or on Bonds . All
covenants, stipulations, promises, agreements and obligations of
the City contained in this Ordinance shall be deemed to be the
covenants, stipulations, promises, agreements and obligations of
the City and not of any officer or employee of the City in his
individual capacity, and no recourse shall be had for the payment
of the principal or Redemption Price of or interest on the Bonds
or for any claim based thereon or on this Ordinance against any
officer or employee of the City or any natural person executing
the Bonds.
H
1
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parts of ordinances and resolutions or other proceedings of the A
City in effect as of the date hereof and in conflict herewith be
and the same are repealed insofar as such conflict exists.
Section 1405. Publication; Effective Date . The City Clerk
is hereby authorized and directed to publish this Ordinance in
pamphlet form and this Ordinance shall take effect in the manner
provided by law.
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THIS EXHIBIT IS OMITTED INTENTIONALLY
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THIS EXHIBIT IS OMITTED INTENTIONALLY
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EXHIBIT L
CHARGING OF O&M EXPENSES AND
ASSIGNMENT OF REVENUES TO CRCs
1. CHARGING OF O&M EXPENSES TO CRCs
1.1 Costs Directly Charged to CRCs
(1) Salaries and wages of Department of Aviation
operating personnel will be charged to CRCs based
on daily time records of each employee.
(4) Costs of operating and maintaining the Ground
Transportation System including energy use will
be charged entirely to the Terminal Support CRC.
(7) Engineering and professional services will be
charged to specific projects identified as
relating to a particular CRC. Services for
projects not attributable to a specific CRC will
be considered administrative costs.
"^
Operation and Maintenance (O&M) Expenses are to be '|\
charged directly to CRCs whenever possible. Costs which are
not directly chargeable will be allocated to the CRCs based on
formulas enumerated herein. A summary of expenses to be
charged and those to be allocated directly to CRCs and those
allocated to CRCs by formula is shown in Table L-l.
The following costs will be charged directly to the -A
CRCs as they are incurred:
(2) Salaries, wages and fringe benefits of Fire $
Department personnel (with the exception of -. ... \
paramedics) assigned to the Airport will be
charged to the Airfield CRC.
(3) Salaries, wages and fringe benefits of Police
Department personnel will be charged to
individual CRCs, based on the coverage afforded
each CRC. (
X
I
(5) Costs of operating the shuttle bus system will be a
charged entirely to the Terminal Support CRC. N
I '
(6) Materials and supplies will be charged to the CRC
in which they are used. ^
1
and taxiway lighting.
65 percent to the 1 Terminal Area CRC and the
International Terminal CRC for lighting and
running equipment in the terminal
buildings. Allocation between the two CRCs
will be based on the prorata share of square
footage of terminal space in each CRC.
2 5 percent to the Terminal Support CRC for
parking lot and roadway lighting. (Note:
Ground Transportation System costs are
charged in item 1.1(4)).
- 2 -
1
(8) Repair and maintenance items will be charged to
the CRC in which each item occurs.
(9) Costs of water pollution control will be charged \j)
directly to the Airfield CRC.
(10) Administrative Expenses of City Departments other (Y
than DOA which are vouchered to the Airport will Vj
be charged as vouchered.
1.2 Formula Allocated Costs
Allocated costs are those that cannot be accurately
charged directly to a specific CRC as they are incurred and
must, therefore, be assigned to the CRCs using an allocation
formula basis.
*
I
(1) Fringe benefits (workmen's compensation,
pensions, etc.) will be allocated to the CRCs in
proportion to the salaries and wages of the
assigned Department of Aviation operating
personnel.
(2) Salaries, wages and fringe benefits of Fire .. S^
Department paramedics will be allocated to the vj
Terminal Area CRC and the International Terminal
CRC. Allocation between the two CRCs will be
based on the prorata share of enplaned passengers
in each CRC.
(3) Costs of operating and maintaining vehicles
including fuel will be allocated based on vehicle
utilization. A record will be maintained of the
vehicles assigned for use by each CRC. ^S
(4) Electricity costs will be allocated as follows: (^
15 percent to the Airfield CRC for runway \j
l
All service provided all other airport
tenants will be metered separately and
directly reimbursed to the appropriate CRC.
No Land Support Area electricity usage will
be charged as an airport cost.
(5)
(6) Costs of repair, maintenance and operation,
including fuel, of the heating and refrigeration
plant will be allocated to the Terminal Area CRC
and the International Terminal CRC based on the
prorata share of square footage of terminal space
in each CRC. Central HVAC service provided all
other airport tenants will be metered and
directly reimbursed to the appropriate CRC.
1.3 Administrative Costs
1
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Water and sewage costs will be allocated to the (\,
Terminal Area CRC and International Terminal CRC
based on the prorata shares of Enplaned
Passengers in each CRC. Water and sewage S^
services provided all other airport tenants will
be metered and directly reimbursed to the
appropriate CRC.
(7) Costs of operating and maintaining the public S^
address system will be allocated to the Terminal •• o
Area CRC and International Terminal CRC based on
the prorata share of Enplaned Passengers in each
CRC.
Administrative (overhead) expenses are those costs n
which are not directly attributable to specific CRCs. The \1
share of administrative expenses allocated to each CRC will
equal the proportion of total costs of each CRC to the total
costs of all CRCs for the previous Fiscal Year. Administrative K
costs will include, but not be limited to, the following: W
(1) Salaries, Wages and Fringe Benefits of DOA
Administrative Staff.
(2) Salaries, wages and fringe benefits of assigned
staff from Corporate Counsel, Comptroller, and
other City Departments.
(3) Trustee Fees.
(4) Insurance.
(5) Communications.
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2.
(6) Travel.
(7) Other DOA Administrative Expenses.
(8) Non-vouchered other expenses from other City
Departments.
(9) Engineering and professional service fees not
capitalized.
(10) Computer services and office equipment rentals
and fees.
ASSIGNMENT OF REVENUES TO CRCs
Revenues are to be assigned directly to CRCs whenever
possible, based primarily on the physical location (the actual
monetary transaction may occur in a different CRC) of the
source of the revenue. Revenues from all sources located
within each CRC will be assigned directly to that CRC. All
Revenues which cannot be directly assigned will be allocated to
the CRCs based on the formulas enumerated herein.
2.1
Revenues Directly Assigned to CRCs
(1) The following Revenues and all similar Revenues
will be assigned to the Airfield CRC:
Non-Airline Party Landing Fees
General Aviation Landing Fees
Aircraft Tie Down Fees
Ramp Fees (if any)
Airfield Use Surcharges
(2) The following Revenues will be assigned to the
Terminal Area CRC:
Building Space Rentals (including utility
reimbursement)
Revenues from concessions (including utility
reimbursement) located in the Terminal Area
buildings (see 2.3)
(3) The following Revenues will be assigned to the
International Terminal CRC:
Building Space Rentals (including utility
reimbursement)
Federal Inspection Service Facility Use Fees
1
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Revenues from concessions (including utility
reimbursement) located in International
Terminal Area buildings (see 2.3)
(4) The following Revenues will be assigned to the
Terminal Support CRC:
(5) The following Revenues, if located and generated
in the Land Support CRC, will be assigned to the
Land Support CRC:
2. 2 Revenues Allocated to CRCs
(1) Interest income will be allocated to, and within,
the CRCs in accordance with the terms of the
Airport Use Agreement.
(3) Grants, contributions; sale of assets and sale of
rights will be assigned directly to the CRCs when
identifiable. For those items which cannot be
identified with a CRC, the allocation to CRCs
will be based on the proportion of total assets
in each CRC.
2. 3 Terminal Concession Revenues
Rentals and fees from the following terminal
concessions will be assigned directly to the Terminal Area CRC
and the International Terminal CRC based on building location:
- 5 -
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Automobile Parking Fees
Automobile/Truck Rentals
Hilton Hotel (including utility n;
reimbursement) Rentals
Limousine and Bus Fees
Other Ground Transportation Fees (if
applicable)
Employee Parking Lot Fees
1
9
4
Hangar Rentals
Tank Farm Rentals
Air Cargo Building (s) Rentals
Land Rentals
Building Space Rentals
FBO Rentals, Concessions and Fuel
Flowage Fees
Flight Kitchen Rentals and Concessions
\1
(2) Reimbursement for security services will be
allocated to the Terminal Area CRC and the
International Terminal CRC based on the prorata
share of Enplaned Passengers in each CRC.
Food and Drink
News and Gifts
Drug Store
Display Advertising
Telephone
Insurance
Parcel Lockers
Observation Deck (Entry Fee and Telescopes)
Candy Shop
Heel Bar and Valet *
Barber Shop
Currency Exchange
Duty Free Shop
Baggage Carts
All other terminal concessions
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TABLE L-l
CRC O&M EXPENSE CHARGE SUMMARY
Cost Revenue Centers
Direct Charge
. DQA Operating
. Fire Department
(except parademics)
. Police Department
. Ground Transportation
System
. Shuttle Bus System
. Materials and Supplies
. Engn/Prof Svcs
. Repairs and Maintenance
. Water Pollution Control
. Administrative-Vouchered
Allocated By Formula
. Fringe Benefits
. Fire Department
(paramedics)
. Vehicles and Fuel
. Electricity
. Water/Sewage
. H&R Plant '
. PA System
. Administrative-DOA
Terminal
Int'l.
Terminal
Land
Airfield
Area
Terminal
Support
Support
X
•
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X - indicates that all or part of the cost is applicable to that CRC,
X
X
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EXHIBIT M
Existing Leases and Other Agreements
Of Airline To Be Executed
(THE FLYING TIGER LINE, INC.)
1. *Cargo Building and Site Lease dated
January 1, 1959.
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*It is understood that this Lease will terminate (jk
upon the demolition of the Cargo Building pursuant \
to the Airport Development Plan, at which time \J
Airline will be reimbursed therefor pursuant to • f
the Airport Use Agreement.
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EXHIBIT N
OPERATION AND MAINTENANCE RESPONSIBILITIES
I. TERMINAL AREA
EXTERIOR AND STRUCTURE
Airline Responsibility
Loading Bridges - all services, including operation,
maintenance, repair and cleaning.
Aircraft gates without loading bridges - all
pedestrian-related services, including marking of
walkways, sweeping and trash collection, and snow and
ice removal.
City Responsibility - All other services, including without
limitation:
Structural and roof maintenance and repair
Manual and automatic door maintenance
Exterior lighting - operation and maintenance
Signage
Perimeter wall, glass cleaning and replacement,
interior and exterior.
Landscaping maintenance and policing
Walkways and curbfront
Policing, sweeping, and trash collection,
including -removal of gum, oil spots, and spills
Snow and ice removal, including the use of
chemical melting agents when required.
Security, law enforcement, fire protection, and
emergency medical service.
INTERIOR
Airline Responsibility within Exclusive Use Premises:
Plumbing - Repair, maintenance, and cleaninq of
Airline-installed devices.
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Electrical
Lamp and ballast replacement
Cleaning of fixtures
Repair, maintenance, and cleaning of
Airline-installed devices.
Cost of electrical* power , hot and cold water, and
other building utility use, determined by
estimate or metering. Uses other than normal
building functions shall be metered and paid by
Airline (Airline to pay cost of meter
installation) .
HVAC - cleaning of diffusers, grates, etc., which
provide final delivery and return of conditioned air.
Glass Breakage - replacement of any breakage within
the Exclusive Use Premises. Perimeter wall glass to
be replaced by City per N-6.
Communications Systems - Operation, maintenance,
repair, and cleaning of dedicating systems installed
by Airline for its sole use or use in common with
other tenants, such as public address, telephone and
radio services, and flight information display systems,
Passenger Loading Bridges - Operation, maintenance,
and cleaning. Cleaning to include:
Maintenance to include:
Mechanical positioning equipment and controls
Docking lights and devices
Any aircraft support equipment attached to
loading bridges, such as electrical power and
communications.
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Sweep, spot clean and shampoo carpeting as
required
Dust, wipe/wash interior surfaces \N
Clean windows "^
Doors, safety devices, warning systems
- 2 -
1
Custodial Services - N
Policing of passenger hold areas and bag claim ^
area, including emptying of ashtrays and trash M)
containers as required.
Damp mop, scrub, strip, wax, and/or seal terrazzo
or tile floors on a regular basis.
" rreguiafbasfs?"' ** ShamP °° Carpeted «•" °*
Dust, damp wipe, and wash furniture, railinqs.
window sills, walls, ceilings, asht ays trlth
basis. C0Unters and futures on a regular
fixture S°i iSh a11 metal surf ^es on furniture,
rixtures, and equipment.
Wash interior windows and glass partitions.
Removal of Airline trash from custodial activity
in Exclusive Use Premises and from Aircraft *
Locks, keys, and key control
^fn^ i0r Deco f atin 9 - Provision, installation, and
T^llT™* ? f Sl1 finishings (including seats?
tables, counters, closets, etc.), wall coverings,
floor finishes, window coverage (draperies? etc ) rT
Srn S Sr- and l°gos, 9 ancl -Litems 'not ft
included in the primary construction of the facility. Sj
Tf ^ 1 ^ 1 ^ 5 ^ 3 ' °P e "tion, maintenance and repair
and lnbnnnH ani K al S ? StemS • Bag ^ge Systems (outbound IV
and inbound) , bag claim facilities - conveyors ^
auto m ^i^ delivery tracks ' etc - - manualanl ' >S
automatic doors - escalators and elevators
Passenger screening J
City Responsibility
* a^inoLdin" ^^ eXOePt " "° ted f ° r Airli -' |
^fH a ^ 0n \™ aintenance ' and re Pair °£ hot and fti
- 3 -
Maintenance and repair of drainage and sewage \|
systems throughout the Terminal Area.
Custodial Services - Provide facilities for trash
disposal for non-Airline Party Terminal Area tenants
and provide complete custodial services in all Public
Use Premises, to include without limitation:
restrooms; elevators; escalators; circulation space in
ticketing, baggage claims, and public waiting areas;
V 1
■Q)
Maintenance and repair of plumbing fixtures,
including restroom fixtures, drinking fountains,
and janitorial sinks in Public Use Premises.
Maintenance and repair of fire suppression
(sprinkler) systems.
Electrical - All services except as noted for Airline,
and including maintenance and repair of all aspects of
the electrical distribution systems, including meters,
wiring, distribution and circuit protection boxes,
outlets, primary lighting fixtures and outlets
installed included in primary construction of the
facility.
Heating, Ventilating and Air Conditioning - Operation
and maintenance of all services, except as noted for
Airline, including:
High temperature and chilled water generation and
distribution
Heat exchangers
Air handling units, including filter changing and
coil cleaning
Ducting
Controls , H
Glass Breakage - Replacement of broken glass in Public ok
Use Premises. X
Communications Systems - Complete maintenance of all V
systems used in common throughout the Terminal Area, X)
such as alarm systems and common user communication \ !
and public address systems. 1
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public telephones; drinking fountains; vestioules; N
corridors, stairwells and other amenities available to '
the general public. Functions to include:
<J
Policing and trash removal from all public
facilities.
Floor cleaning, with regularly scheduled
vacuuming, spot cleaning, shampooing, sweeping,
scrubbing, mopping/ stripping, waxing, and/or
sealing, as appropriate.
Wall, ceiling, partition, and fixture cleaning,
including dusting, spot cleaning, washing and
polishing metal surfaces.
Washing interior and exterior windows and glass
particitions within Public Use Premises.
Telephone and restroom sanitizing, including all
fixtures.
Restroom stocking, including soap, paper
products, and sanitary napkins.
Locks, keys and key control, except as specified for
Airline.
Repair and maintenance of people movers (elevators,
escalators, moving sidewalks, horizontal moving
devices, transit systems) located in Public Use
Premises (except as provided in footnote 7 on page 9) . \\
Security, law enforcement, and fire protection, and
emergency medical service. ok
None. ,
City Responsibility
Roadways and Pedestrian Walkways - maintenance,
repair, and cleaning.
II. TERMINAL SUPPORT AREA (j^
Airline Responsibility \)
Signage A
Sweeping and trash removal A
N
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Snow and ice control \|
-^
Pavement, curb, and drainage system maintenance
ani'cleanrng"" 65 " °P" ati °"< ".aintenance, repair
Revenue collection
mi?kfno ! n S traff , ic Control, including pavement
marking and signal lights F enc
Shuttle bus service (remote public parking only)
removal 9 *"* SCrubbin 9 of Pavements and trash
Policing and trash removal
Snow and ice control
Utility systems (plumbing, electrical, HVAC)
Dar^rr 31 , 1 " 00 ^ ^ 119 (carbon monoxide) in
parking structure
" Srs'lifll 65 "^"'' including ticket
c S o P n^o e re^U n n" n and 9 e a x t r t S ' ga ? e S s hCOll - ti -
Lighting
SEK ESSS.?^ SEE*. ^^ t ^
systems - nr>ors»*-i rt „ ; y siaewaiKs, and transit V^
ystems operation, repair, maintenance and cleaning.
oluilhtno ^ utilit y systems (electrical, |'
plumbing, drainage, HVAC) '
Signage
- Communications, alarm, and safety systems ^
Maintenance of equipment in accordance with ^
manufacturer's recommendations rQance Wlth $
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Cleaning of all equipment and related facilities,
including sweeping, mopping, waxing, dusting,
glass cleaning, metal polishing, and trash removal <\
Snow and ice control
Landscaping.
Mowing
Trimming
Policing/trash removal
Security, law enforcement, fire protection, and
emergency medical service.
Utility Systems (H&R Plant and Associated Systems) .
Operation, repair, maintenance, and cleaning,
including :
Generation and distribution of high and low
temperature water
Control and storage of potable and fire water
supplies, including pumping, testing, and
chlorination
III. AIRFIELD
Airline Responsibility N
Passenger terminal apron areas associated with airline V?
gates. \S
Pavement markings for aircraft docking, ground \
support equipment, parking, passenger walkways, N!
and aircraft limit lines \]
Sweeping, cleaning, and trash removal on pavement '
areas occupied by airline loading bridges and \\
ground support equipment
Aircraft fueling systems operation, maintenance and \H
repair. \^
City Responsibility - operation, maintenance, repair, and §
cleaning, except as specified for airline: 0[)
- 7 -
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Pavements (runways, taxiways, aircraft parking areas, I
aprons, ramps, and roadways) .
Sweeping
Maintenance and repair
Snow and ice control
Lighting.
Airfield system (runways, taxiways, obstructions,
etc.)
Roadways
Passenger terminal aprons
Support and back-up systems (lighting vaults, ~
emergency generators, etc.) and associated
wiring, fixtures, and equipment
Airfield mowing, policing, and trash removal.
Drainage, including management and control of runoff
from the airport.
Perimeter fencing and access control.
Pavement marking and signaqe.
Security, law enforcement, crash-fire-rescue services, \J
and emergency medical services. Ov
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SIMMARY OF AIRPORT OPERATIONS AND MAINTENANCE RESPONSIBILITIES
tructures and Building Exteriors
oading Bridges
andscaping
alkways and Roadways
ecurity, Law Enforcement, Fire
Protection, Emergency Medical
Services
Limbing Drainage
lectrical Service and Lighting
wc
Lass Breakage
:*imunications Systems
jstodial Service, including
Frash Removal
«ks, Keys, Key Control
iterior Decorating
jggage Handling Systems
■Le Movers (elevators,
scalators, moving sidewalks,
orizontal moving devices,
:ransit systems)
gnage
rfield Pavements
to Parking Facilities
rcraft Fueling System
Exclusive
Public
Terminal
Use
Use
Support
Premises
Premises
C
Area
Airfield
C
C
C
A
-
-
—
C
C
c
C
c
c
C
aV
aV
A2/
c
c
c
c
c
c
c
c
c
c
c
c
A
c
c
c
c
c
c
A
c
c
c
A
c
c
c
A
c
c
c
A5/
A
a!/
c
c
c
c
c
c
¥: A = Airline
C = City
Airline-installed devices and lamp/ballast replacement.
Cleaning of grates and d iff users only.
Exclusive/joint use systems installed by Airline.
Pavement marking and cleaning at apron gates.
Airline shall maintain and operate escalators, moving sidewalks
and horizontal moving devices within Airline's Exclusive Use
Premises.
Any moving sidewalk or horizontal moving device which is deemed,
Sw^V? Section 9 - 03 < c > of the Agreement to which this
achibitN is attached, to be a tenant improvement of an Airline
Party shall be maintained and operated by such Airline Party
f or by City at such Airline Party's expense.
- 9 -
Ju
*
i
■Q
1
%
,
4
*
EXHIBIT
ALLOCATION OF REVENUES
Monthly Flow
On the tenth day
of each month the
Trustee shall make
the following
deposits in the
manner and order
of priority set
forth below:
Semi-Annual Flow
On the business day
of the Trustee
immediately preced-
ing each Interest
Payment Date, the
Trustee shall make
the following
deposits in the
manner and order of
priority set forth
below:
Revenue Fund*
J-Operations 6 Maintenance Fund
2_ Debt Service Fund* «±
**
.1 Special Capital Projects Fund**
Debt Service Reserve Fund* 2—
Operation & Maintenance Reserve Fund** J.
Maintenance Reserve Fund**
Emergency Reserve Fund**
Airport Development Fund**
Junior Lien Obligation JJ_
Debt Service Fund*
•Q.
♦Pursuant to Section 503 of the General Airport Revenue Bond
Ordinance.
♦♦Indicates funds credited in Airport Use Agreement and Terminal
Facilities Lease.
1
I
I
"0,
»
&
?
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I
1
55
EXHIBIT P
I
The Terminal Area Use Charge is determined based on
the formulation described in Section 5.03 which is algebraicly -<\
represented as follows: ^0)
(C + Cl) + §! x D + | X [(G + H + J + K) - CL + MJ] + N Up -Q J
Where A is the Additional Footage of Exclusive Use
Premises of the Airline per Section 5.04(a) (excluding
Additional Footage which is part of a Special Facility
Improvement) .
Where B is the total Additional Footage of Exclusive
Use Premises of all Airline Parties per Section 5.04(a)
(excluding Additional Footage which is part of a Special
Facility Improvement) .
Where A^ is the Additional Footage of Exclusive Use
Premises of the Airline per Section 5.04(b) (including
Additional Footage which is part of a Special Facility
Improvement) .
Where B^ is the total Additional Footage of
Exclusive Use Premises of all Airline Parties per Section
5.04(b) (including Additional Footage which is part of a
Special Facility Improvement) .
Where C is the Debt Service (net of Investment Income)
allocated to Exclusive Use Premises (excluding Exclusive Use
Premises which are part of a Special Facility Improvement) per
Section 5.03(a) (i) (1) .
Where C^ is the Special Facility Revenue Bond Debt
Service attributable to the Existing Footage portion of
Exclusive Use Premises which are part of a Special Facility
Improvement per Section 5.03(a) (i) (2).
Where D is the Debt Service (net of Investment Income)
allocated to Type B Public Use Premises and to relocation costs
per Section 5.03(a) (ii).
Where E is the total square footage of Exclusive Use
Premises of the Airline per Section 5.04(c).
I
]
Premises of all Airline Parties per Section 5.04(c). ^
Where F is the total square footage of Exclusive Use
Where G is the Debt Service (net of Investment Income)
allocated to Type A Public Use Premises and to the capitalized
costs of implementing the Use Agreement per Section
5.03(a) (iii) (1) .
Where H is the Operation and Maintenance Expenses of
the Terminal Area per Section 5.03(a) (iii) (2).
Where J is the Airport Development Fund, Emergency
Reserve Fund and Special Capital Projects Fund payment
requirements of the Terminal Area per Section 5.03(a) (iii) (3).
Where K is the allocated Terminal Area share of the
Net Deficit of the Terminal Support Area per Section
5.03(a) (iii) (4). (If Terminal Support Area shows a surplus,
K = 0.)
Where L is the Non-Use Agreement Revenues of the
Terminal Area per Section 5.03(a) (iv) (1).
Where M is the allocated Terminal Area share of the
Net Revenues of the Terminal Support Area per Section
5.03(a) (iv) (2). (If Terminal Support Area shows a deficit,
M = 0) .
Where N is Airline's prorata share of the Debt
Service, if any, (net of Investment Income) during construction
of the Terminal Area, and of the Debt Service (net of
Investment Income) allocated to Capital Projects enumerated in
Section 5.05(b), per Section 5.03(a) (v).
Where P is the Debt Service (net of Investment Income)
allocated to Airline's tenant improvements per Section
5.03(a) (vi) .
Where Q is the credit for Special Facility Revenue
Bond Debt Service payments related to the Existing Footage
portion of Exclusive Use Premises, Public Use Premises and the
Terminal Support Area per Section 5.03(b).
^
^
- 2 -
4
APPLICATION OF TERMINAL AREA USE CHARGES
FORMULA TO TWO HYPOTHETICAL SITUATIONS
Example 1; Airline X
ASSUMPTIONS :
Airline X has Exclusive Use Premises solely in a Special
Facility Improvement.
A = (Additional Footage which is part of a Special
Facility is excluded)
B = 450,000 square feet
A 1 = 100,000 square feet
B 1 ■ 550,000 square feet
C = $15,000,000
C 1 - $454,546 (See calculation of Item Q below)
D = $14,000,000
E = 150,000 square feet
F = 1,300,000 square feet
G = $4,000,000
H = $42,600,000
J = $3,600,000 (Assumes Special Capital Projects Fund
payment requirement = 0)
K = (Assumes Terminal Support Area shows a surplus)
L = $27,000,000
M = $1,500,000
N = $3,090,909 (See calculation below)
P - (Assumes tenant improvements financed independently)
Q = $4,954,546 (See calculation of Item Q below)
1
i
I
CALCULATION OF ITEM O 0^
Credit For Existing Footage Portion of Exclusive Use
Premises
Assumptions for calculation of credit relating to Existing
Footage Portion of Airline X's Exclusive Use Premises in
its Special Facility Improvement pursuant to Section
6.01(b) using the factors and formula set forth therein:
S - (S x T x V)
U W
S = $3,000,000
T = 100,000 square feet
U = 150,000 square feet
V = 700,000 square feet
W = 550,000 square feet
$3,000,000 - ($3,000,000 x 100,000 x 700,000 ) = $ 454,546*
150,000 550,000
(* this number ■ C 1 )
PLUS
Credit For Public Use Premises
Special Facility Revenue Bond Debt Service
related to Public Use Premises = $3,000,000
PLUS
Credit For Terminal Support Area
Special Facility Revenue Bond Debt Service
related to Terminal Support Area = $1,500,000
Q = $4,954,546
*
■Q,
V^ CALCULATION OF AIRLINE X's TERMINAL AREA USE CHARGE
formula Calculation charge
\ x (C + C 1 ) x ($15,000,000 + $454,546) =
450,000
I x D 100,000 x $14,000,000 = $ 2,545,454
I I 550,000
S x [(G + H + J + K) 150,000
1,300,000 x ($4,000,000 + $42,000,000
- (L + M) ] + $3,600,000 + - ($27,000,000
+ $1,500,000)) = $ 2,434,615
100,000 x $17,000,000 = $ 3,090,909
550,000
$ 8,070,978
$4,954,546 - $(4,954,546)
irline X's Terminal Area
Use Charge (less credit) = $ 3,116,432
>
mount paid by
Airline X for its Additional
Footage under its Special
Facility Agreement $3,000,000 - $454,546 = $ 2,545,454
)
(
t
APPLICATION OF TERMINAL AREA USE CHARGES
FORMULA TO TWO HYPOTHETICAL SITUATIONS
1
Example 2; Airline Y
ASSUMPTIONS : "Q)
Airline Y has no Exclusive Use Premises in a Special Facility
Improvement.
A = 50,000 square feet
B = 450,000 square feet
A 1 = 50,000 square feet
B 1 = 550,000 square feet
C = $15,000,000
Cl ■ $454,546 (See calculation of Item Q for Airline X)
D = $14,000,000
E = 200,000 square feet
F = 1,300,000 square feet
G = $4,000,000
H = $42,600,000
J = $3,600,000 (Assumes Special Capital Projects Fund
payment requirement = 0)
K = (Assumes Terminal Support Area shows a surplus)
L = $27,000,000
M = $1,500,000
N = $1,545,453 (See calculation below)
P = (Assumes tenant improvements financed independently)
Q =
" ■ :, P
-•-.■:•«:■
J
CALCULATION OF AIRLINE Y's TERMINAL AREA USE CHARGE
Formula
h x (C + C 1 )
3
Calculation
50,000 x ($15,000,000 + $454,546)
450,000
Charge
= $ 1,717,171
1
5
tb
\1 x D
|1
50,000 x $14,000,000
550,000
$ 1,272,726
2 x [(G + H + J + K) 200,000
F 1,300,000 x ($4,000,000 + $42,000,000
(L + M)]
+ $3,600,000 + - ($27,000,000
+ $1,500,000) )
= $ 3,246,152
50,000 x $17,000,000
550,000
= $ 1,545,453
irline X's Terminal Area
Use Charge
s* a y
c^aptianu 1 vi;2i ;
5 S ^ J'.'.Cv
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!
COMPARISON OF EXISTING FOOTAGE AND ft
ADDITIONAL FOOTAGE RATES FOR
AIRLINES X AND Y
^
Existing Footage Rate ; "Qj
Airline X ;
$2,434,615 » $16.23 per square foot + $5.00 per
150,000 square foot (Terminal Area Rental)
= $21.23 per square foot
Airline Y :
$3 f 246,152 = $16.23 per square foot + $5.00 per
200,000 square foot (Terminal Area Rental)
= $21.23 per square foot
Additional iTootage Rate ;
Airline X ;
($2,545,454 + = $81.81 per square foot +
$3,090,909 + $21.23 per square foot -
$2,545,454) $103.04 per square foot*
100,000
Airline Y ;
($1,717,171 + = $90.70 per square foot +
$1,272,726 + $21.23 per square foot -
$1,545,453) $111.93 per square foot*
50,000
* This discrepancy is a result of different assumptions with
respect to the per square foot debt service expense of
Exclusive Use Premises constructed in the Special Facility
versus other Exclusive Use Premises constructed at the
Airport. The 150,000 square feet of Exclusive Use Premises in
the Special Facility is assumed to have a $3,000,000 debt
service expense, or $20.00 per square foot. (See assumptions
in calculation of Item Q.) The other 550,000 square feet of
Exclusive Use Premises constructed at the Airport (the total
700,000 square feet assumed in the calculation of Item Q less
the 150,000 square feet which are part of the Special Facility)
is assumed to have a $15,000,000 debt service expense (see
assumption of Item C) , or $27.27 per square foot.
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