Official Statement Airport Commission City and County of San ...

More documents

Recommendations

Info

federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Co- Bond Counsel expresses no opinion regarding any such other tax consequences. Future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2010A Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the 2010A Bonds. Prospective purchasers of the 2010A Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Co-Bond Counsel expresses no opinion. The opinion of Co-Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Co-Bond Counsel’s judgment as to the proper treatment of the 2010A Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Co-Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Commission, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Commission has covenanted, however, to comply with the requirements of the Code. Co-Bond Counsel’s engagement with respect to the 2010A Bonds ends with the issuance of the 2010A Bonds, and, unless separately engaged, Co-Bond Counsel is not obligated to defend the Commission or the Beneficial Owners regarding the tax-exempt status of the 2010A Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the Commission and their appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Commission legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection of the 2010A Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the 2010A Bonds, and may cause the Commission or the Beneficial Owners to incur significant expense. APPROVAL OF LEGAL PROCEEDINGS Certain legal matters incident to the authorization, issuance and sale of the 2010A Bonds are subject to the approval of Orrick, Herrington & Sutcliffe LLP and Ronald E. Lee, Esq., Co-Bond Counsel. Certain legal matters will be passed upon for the Commission by the City Attorney and by Lofton & Jennings, Disclosure Counsel, for the Underwriters by Hawkins Delafield & Wood LLP, San Francisco, California, Underwriters’ Counsel and for the Bank by Chapman and Cutler, Chicago, Illinois. Co-Bond Counsel expect to deliver separate opinions at the time of issuance of the 2010A Bonds each substantially in the form set forth in APPENDIX G subject to the matters discussed under “TAX MATTERS.” Co-Bond Counsel are not passing upon and undertake no responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. (Remainder of this Page Intentionally Left Blank) 96
PROFESSIONALS INVOLVED IN THE OFFERING The Commission has retained Public Financial Management, Inc., Backstrom McCarley Berry & Co., LLC, Robert Kuo Consulting, LLC and Castleton Partners, LLC to serve as Co-Financial Advisors with respect to the 2010A Bonds. The Co-Financial Advisors, Co-Bond Counsel, Disclosure Counsel and Underwriters’ Counsel will receive compensation with respect to the 2010A Bonds which is contingent upon the sale and delivery of the 2010A Bonds. FINANCIAL STATEMENTS The audited financial statements of the Commission for Fiscal Year 2008-09 and Fiscal Year 2007-08, prepared in accordance with Governmental Accounting Standards Board guidelines, are included as APPENDIX A attached hereto. The financial statements referred to in the preceding sentence have been audited by KPMG LLP, independent certified accountants, whose report with respect thereto also appears in APPENDIX A. The 1991 Master Resolution requires the Commission to have its financial statements audited annually by independent certified public accountants with knowledge and experience in the field of governmental accounting and auditing, and it is the policy of the City to select the independent auditor periodically through a competitive selection process. KPMG LLP was selected for a four-year contract pursuant to a regular request for proposals process conducted by the City. The audited financial statements prepared by the Commission each Fiscal Year are required to be provided to the Trustee within 120 days after the end of each such year in accordance with the 1991 Master Resolution. The Fiscal Year 2007-08 financial statements also include the reporting of OPEB costs and obligations of the Airport as required under GASB 45. See “AIRPORT’S FINANCIAL AND RELATED INFORMATION–Payments to the City– Employee Benefit Plans.” CONTINUING DISCLOSURE The Commission has covenanted for the benefit of the Holders and Beneficial Owners (as defined in the Continuing Disclosure Certificate) of the 2010A Bonds to provide certain financial information and operating data relating to the Commission (the “Annual Disclosure Report”) by not later than 210 days following the end of each Fiscal Year, commencing with the report for Fiscal Year 2009-10, and to provide notices of certain enumerated events, if material. The Annual Disclosure Report and notices of material events will be filed by the Commission with the means of the Electronic Municipal Market Access site maintained by the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Disclosure Report or the notices of material events is summarized in APPENDIX E–“SUMMARY OF CERTAIN PROVISIONS OF THE CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the underwriters of the 2010A Bonds in complying with SEC Rule 15c2-12(b)(5). The Commission has never failed to comply in any material respect with any previous undertakings in accordance with said Rule to provide Annual Disclosure Reports or notices of material events. (Remainder of this Page Intentionally Left Blank) 97
Page 1:
SAN FRANCISCO INTERNATIONAL AIRPORT
Page 4 and 5:
2010A BONDS MATURITY SCHEDULE The i
Page 6 and 7:
Information Provided by the Commiss
Page 8 and 9:
Page Page VERIFICATION OF MATHEMATI
Page 10 and 11:
The 2010A Bonds will be secured by
Page 12 and 13:
Maturity Date (May 1) 2011 2012 201
Page 14 and 15:
Interest on the 2010A Bonds will be
Page 16 and 17:
Mandatory Sinking Fund Redemption T
Page 18 and 19:
Redemption of Credit Provider Bonds
Page 20 and 21:
SPECIAL CONSIDERATIONS RELATING TO
Page 22 and 23:
“Operation and Maintenance Expens
Page 24 and 25:
Fifth, to pay for necessary reconst
Page 26 and 27:
Letter of Credit Upon the delivery
Page 28 and 29:
Pooled Reserve Account The 1991 Mas
Page 30 and 31:
No Acceleration The Bonds are not s
Page 32 and 33:
LETTER OF CREDIT AND REIMBURSEMENT
Page 34 and 35:
appealable judgment, to be null and
Page 36 and 37:
In addition to revenues received fr
Page 38 and 39:
In addition to these regulatory act
Page 40 and 41:
Each of Moody’s, Standard & Poor
Page 42 and 43:
Initiative, Referendum and Charter
Page 44 and 45:
Jackson J. Wong was appointed Chief
Page 46 and 47:
that supports all airlines in the I
Page 48 and 49:
from $1.50 to $4.00. The Airport is
Page 50 and 51:
Airport Security In the immediate a
Page 52 and 53:
� United Airlines commenced daily
Page 54 and 55: The following table lists the air c
Page 56 and 57: During Fiscal Year 2008-09 approxim
Page 58 and 59: Domestic Enplanements. During Fisca
Page 60 and 61: International Enplanements. Interna
Page 62 and 63: Cargo Traffic and Landed Weight Car
Page 64 and 65: TOTAL LANDED WEIGHT BY AIRLINE †
Page 66 and 67: Settlement Agreement Under the Sett
Page 68 and 69: Expiration of the Settlement Agreem
Page 70 and 71: the beneficiaries (the people of th
Page 72 and 73: Hazardous Material Management Envir
Page 74 and 75: SUMMARY OF AIRPORT FINANCIAL RESULT
Page 76 and 77: Aviation Market Stimulus Program In
Page 78 and 79: On November 21, 2006, Travelex, the
Page 80 and 81: PRINCIPAL AIRPORT CONCESSIONAIRES
Page 82 and 83: Off-Airport Parking Facilities Seve
Page 84 and 85: INTEREST RATE SWAP POLICY MAXIMUM N
Page 86 and 87: The table below summarizes the inte
Page 88 and 89: SUMMARY OF PAYMENTS MADE BY THE AIR
Page 90 and 91: Voter Approved Changes to the Retir
Page 92 and 93: A decline in the actuarial value of
Page 94 and 95: Postemployment Health Care Benefits
Page 96 and 97: Under the Treasurer’s current inv
Page 98 and 99: Debt Service Requirements The follo
Page 100 and 101: Current and Future Financings Capit
Page 102 and 103: Other Matters In the regular course
Page 106 and 107: MISCELLANEOUS This Official Stateme
Page 108: (This Page Intentionally Left Blank
Page 149 and 150: Introduction APPENDIX B INFORMATION
Page 151 and 152: APPENDIX C SUMMARY OF CERTAIN PROVI
Page 153 and 154: Closing Date means the date upon wh
Page 155 and 156:
Interest Payment Date means each da
Page 157 and 158:
the Trustee for cancellation; (b) B
Page 159 and 160:
payment agreement with the United S
Page 161 and 162:
Special Facility means any existing
Page 163 and 164:
Revenue Fund; Allocation of Net Rev
Page 165 and 166:
Moneys in the respective accounts i
Page 167 and 168:
Investments are allocated. Amounts
Page 169 and 170:
Subordinate Bonds The Commission ma
Page 171 and 172:
act or thing the effect of which wo
Page 173 and 174:
filing of any such petition or to t
Page 175 and 176:
moneys, funds and properties pledge
Page 177 and 178:
The recitals, statements and repres
Page 179 and 180:
The Trustee or the Paying Agent, as
Page 181 and 182:
to or greater than the Credit Facil
Page 183 and 184:
(a) such 2010A Bonds sold by the Re
Page 185 and 186:
The Remarketing Agent The Remarketi
Page 187 and 188:
APPENDIX D SUMMARIES OF CERTAIN PRO
Page 189 and 190:
computations made in accordance wit
Page 191 and 192:
APPENDIX E SUMMARY OF CERTAIN PROVI
Page 193 and 194:
statement, it must be available fro
Page 195 and 196:
Duties, Immunities and Liabilities
Page 197 and 198:
APPENDIX F INFORMATION REGARDING TH
Page 199 and 200:
Ambac Assurance’s consolidated fi
Page 201 and 202:
Capitalization of AGM At September
Page 203 and 204:
The available amount of each MBIA s
Page 205 and 206:
complaint also alleges that certain
Page 207 and 208:
APPENDIX G PROPOSED FORM OF OPINION
Page 209 and 210:
APPENDIX H JPMORGAN CHASE BANK, NAT
Page 211 and 212:
The Available Amount (as hereinafte
Page 213 and 214:
JPMorgan Chase Bank, National Assoc
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
IN WITNESS WHEREOF, this Certificat
Page 221 and 222:
(ii) $_______________________ is de
Page 223 and 224:
Page 225 and 226:
Page 227 and 228:
The undersigned Transferor acknowle
Page 229 and 230:
The Bank of New York Trust Company,
Page 231 and 232:
Page 233 and 234:
The Bank of New York Trust Company,
show all

Official Statement Airport Commission City and County of San ...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?