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12577ORDINANCE NO. 12,577 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF MUNICIPAL AIRPORT REVENUE BONDS, (INTERIM) , BY THE CITY OF LITTLE ROCK, ARKANSAS FOR THE PURPOSE OF FINANCING THE COST OF CONSTRUCTING IMPROVEMENTS TO THE AIRPORT FACILITIES; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the Little Rock Municipal Airport and its related properties and facilities are being operated, managed and maintained by the Little Rock Municipal Airport Commission (the "Airport Commission "), which was created and organized pursuant to Act No. 53 of the Acts of Arkansas'of 1949, and Initiated Ordinance No. 8511 of the City of Little Rock, Arkansas (the "City "), adopted November 7, 1950; and WHEREAS, the City has outstanding at this time $168,000 in principal amount of Municipal Airport Revenue Bonds, dated May-1, 1961, issued under and secured by the provisions of Ordinance No. 11,190 of the Ordinances of the City, adopted and approved on the 19th day of June, 1961 (the "1961 Bonds "); and WHEREAS, the City has outstanding $1,337,000 in principal amount of Municipal Airport Revenue Bonds, Series 1966, dated May 1, 1966, issued under and secured by the provisions of Ordinance No. 11,745 of the Ordinances of the City, adopted and approved on the 16th day of May, 1966, and Ordinance No. 11,755, adopted and approved on the 20th day of June, 1966 (the 111966 Bonds "); and WHEREAS, the City has outstanding at this time $2,700,000 in principal amount of Municipal Airport Revenue Bonds, Series 1971, dated March 1, 1971, issued under and secured by the provisions of Ordinance No. 12,456 of the Ordinances of the City, adopted and approved on the 15th day of March, 1971 (the "1971 Bonds "); and s� ORDINANCE NO. 12,577 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF MUNICIPAL AIRPORT REVENUE BONDS, (INTERIM) , BY THE CITY OF LITTLE ROCK, ARKANSAS FOR THE PURPOSE OF FINANCING THE COST OF CONSTRUCTING IMPROVEMENTS TO THE AIRPORT FACILITIES; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the Little Rock Municipal Airport and its related properties and facilities are being operated, managed and maintained by the Little Rock Municipal Airport Commission (the "Airport Commission "), which was created and organized pursuant to Act No. 53 of the Acts of Arkansas'of 1949, and Initiated Ordinance No. 8511 of the City of Little Rock, Arkansas (the "City "), adopted November 7, 1950; and WHEREAS, the City has outstanding at this time $168,000 in principal amount of Municipal Airport Revenue Bonds, dated May-1, 1961, issued under and secured by the provisions of Ordinance No. 11,190 of the Ordinances of the City, adopted and approved on the 19th day of June, 1961 (the "1961 Bonds "); and WHEREAS, the City has outstanding $1,337,000 in principal amount of Municipal Airport Revenue Bonds, Series 1966, dated May 1, 1966, issued under and secured by the provisions of Ordinance No. 11,745 of the Ordinances of the City, adopted and approved on the 16th day of May, 1966, and Ordinance No. 11,755, adopted and approved on the 20th day of June, 1966 (the 111966 Bonds "); and WHEREAS, the City has outstanding at this time $2,700,000 in principal amount of Municipal Airport Revenue Bonds, Series 1971, dated March 1, 1971, issued under and secured by the provisions of Ordinance No. 12,456 of the Ordinances of the City, adopted and approved on the 15th day of March, 1971 (the "1971 Bonds "); and Page 2 WHEREAS, the Airport Commission has underway an extensive improvement program which is nearing completion and, in addition to the facilities originally undertaken, an air cargo building has been included in the overall project; and WHEREAS, in order to obtain the additional funds for paying the City's portion of the costs, it is proposed that there should be sold at this time Municipal Airport Revenue Bonds, Series 1971 (Second), in the principal amount of $203,000, which will be subordinate in security to the pledge and lien on airport revenues in favor of the 1961 Bonds, the 1966 Bonds and the 1971 Bonds and $797,000 in principal amount of Municipal Airport Revenue Bonds (Interim) the ( "Interim Bonds ") , which Interim Bonds will mature on March 1, 19 75 , and will be permanently financed on or before that date (the Interim Bonds may rank on a parity of security with the 1961 Bonds, the 1966 Bonds and the 1971 Bonds (and prior to the security of the 1971 Bonds (Second)), if the parity provisions of ordinances authorizing and securing such outstanding e bonds are met at the time of the issuance of the permanent bonds; and WHEREAS, the Board hereby finds and declares that it would be in the best interests of the City and its inhabitants for the airport improvement program.to be finished and that Municipal Airport Revenue Bonds (Interim), and 1971 Bonds (Second) be issued pursuant to the request and recommendation of the Airport Commission; and WHEREAS, the City has made arrangements to sell the Municipal Airport Revenue Bonds (Interim) , at a price of par and accrued interest for bonds bearing interest at the rate of 6% per annum; NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. That the airport improvement program be completed. The authority conferred by this Ordinance shall be carried out under the control and. supervision of, and all details in connection therewith shall be handled by the Page 3 Airport Commission. In this regard, in addition to the powers and duties of the Airport Commission existing under and by virtue of the laws of the State of Arkansas and Initiated Ordinance No. 8511, there is hereby conferred upon the Airport Commission full and complete power to carry out and accomplish the authority specified in this Ordinance pertaining to accomplishing the improve- ments, the operation of the airport and the collection, handling and disbursement of revenues, including the execution and delivery of all contracts and instruments necessary or incidental thereto or to evidence the exercise of the authority herein conferred. Section 2. That under the authority of the Constitution and laws of the State of Arkansas, including particularly Act No. 53 of the Acts of Arkansas of 1949, as amended, and Act No. 175 of the Acts of Arkansas of 1959, as amended, City of Little Rock, Arkansas Municipal Airport Revenue Bonds (Interim) , are hereby authorized and ordered issued in the total principal amount of $797,000 for the purpose of paying a portion of the costs of com- pleting the airport improvement program (which will be herein referred to as the "Interim Bonds, the "bonds," "these bonds" or the "bonds of this issue "). The sale of the bonds to the purchasers for the purchase price set forth in the recitals of this Ordinance is hereby approved. The bonds may be de- livered at one time or from time to time and shall bear interest at the rate of 6% per annum from the interest commencement date noted on each bond until paid. The bonds shall be dated December 1, 1971, with interest pay- able semiannually on March 1 and September 1 of each year, commencing September 1, 1972, for all bonds with an interest commencement date prior thereto, and shall mature on March 1, 1975. The bonds shall be issued as fully registered bonds (registered as to principal and interest), and principal and interest shall be paid by check mailed by first class mail to the registered owner at the address reflected on the registration a 0 Page 4 books of the City maintained by the Trustee. They shall be in any denomination which is a multiple of $1,000 and shall be numbered consecutively from R -1 upwards. The bonds shall be in typewritten form and any bond may be exchanged at any time upon not less than thirty (30) days notice for bonds of smaller de- denominations (which must be in multiples of $1,000) with any expenses necessarily incurred in connection with any such exchange to be paid by the registered owner requesting the exchange. Section 3. The bonds shall be executed on behalf of the City by the Mayor and City Clerk and shall have impressed thereon the seal of the City. The principal of and interest on the bonds shall be payable solely out of the Municipal Airport Revenue Bond Fund (Interim) (hereinafter created) and shall be a valid claim of the bondholders only against that Bond Fund and the revenues pledged to that Bond Fund. The lien, pledge and security of the bonds are subordinate to the lien, pledge and security of the 1961 Bonds, the 1966 Bonds and the 1971 Bonds but on a parity with the 1971 Bonds (Second) . However, when the Interim Bonds are permanently financed, those permanent bonds may be issued on a parity of pledge and security with the 1961 Bonds, the 1966 Bonds and the 1971 Bonds, if the parity requirements of the ordinances authorizing the 1961 Bonds, the 1966 Bonds and the 1971 Bonds are met at the time of issuance of the permanent bonds, and, therefore, the permanent bonds may rank prior in security to the 1971 Bonds (Second) . The bonds shall not constitute an indebted- ness of the City within any constitutional or statutory limitation. Section 4. That the bonds shall be in substantially the following form and the Mayor and City Clerk are hereby authorized and directed to make all recitals contained therein: a UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK 6% MUNICIPAL AIRPORT REVENUE BOND (INTERIM) No. R- KNOW ALL MEN BY THESE PRESENTS: N That the City of Little Rock, County of Pulaski, and State of Arkansas (the "City "), acknowledges. itself to owe and, for value received, hereby promises to pay to or assigns (the "payee ") on the first day of March, 1975, the principal sum of DOLLARS in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of debts due the United States of America, and to pay interest on the principal sum hereof outstanding, from time to time, in like coin or currency, at the rate of six per cent (6 %)- per annum from the interest commencement date hereof, semiannually on March 1 and September 1 of each year, commencing September 1, 1972, until the principal hereof has been paid in full. Payments of principal and interest, including prepayments of principal as hereinafter provided, shall be made by check mailed by first class mail to the registered owner hereof at his address on the registration book of the City maintained by the Trustee. Each payment shall be noted on a Payment Record maintained by the Trustee, and all such payments shall fully discharge the obligation of the City hereon to the extent of the payments so made. The registered owner may present this bond to the Trustee at any time for verifica- tion and completion of the Payment Record attached hereto. Upon final payment of principal and interest, this bond shall be submitted to the Trustee for can- cellation and surrender to the City. The Trustee of this bond is Worthen Bank & Trust Company, Little Rock, Arkansas. Page 6 This bond is one of an issue of bonds authorized in the aggregate principal amount of $797, 000 (the "bonds" or "Interim Bonds ") being issued for the purpose of paying a portion of the costs of completing certain Improvements to the Municipal Airport described in the Authorizing Ordinance and paying the expenses of issuing the bonds (described in the Authorizing Ordinance hereinafter referred to) . The bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas , including particularly Act No. 53 of the Acts of Arkansas for the year 1949, as amended, and Act No. 175 of the Acts of Arkansas for the year 1959, as amended, and pursuant to Ordinance No. of the City, adopted and approved on the day of , 1971 (the "Authorizing Ordinance ") and a resolution duly adopted by the Little Rock Municipal Airport Commission on the day of , 19 , and the bonds do not constitute an indebtedness of the C -ity within any constitutional or statutory limitation. The bonds are not general obligations of the City, but are special obligations payable solely from revenues derived from the operation of the Municipal Airport. An amount of such revenues sufficient to pay the principal of and interest on the bonds is to be set aside in a special fund for that purpose identified as the Municipal Airport Revenue Bond Fund (Interim) (created by the Authorizing Ordinance) . Reference is hereby made to the Authorizing Ordinance for a detailed statement of the nature and extent of the security, the rights and obligations of the City, the Trustee and the holders and registered owners of the bonds and the terms and conditions upon which the bonds are issued, including, without limitation, the covenant of the City to impose and collect such charges for the use -of the Municipal Airport and its facilities as will always produce sufficient revenues to provide for the operation, Page 7 maintenance and repair of the Municipal Airport, to provide for the payment of the principal of and interest on the 1961 Bonds, the 1966 Bonds, the 1971 Bonds, these bonds the Series 1971 (Second) Bonds and the permanent bonds replacing these bonds, paying agent's fees, (there is no provision for required deposits out of the revenues into the Bond Fund for the payment of principal prior to maturity of the bonds, it being contemplated that refunding bonds will be issued as specified in Section 11 of the Authorizing Ordinance) , make the required deposits into the Depreciation Fund and maintain all funds at the levels required by the ordinances and resolutions authorizing and securing all bonds to which airport revenues are pledged. The lien, pledge and security of the bonds are subordinate to the lien, pledge and security of the 1961 Bonds, the 1966 Bonds and the 1971 Bonds, all as specified in detail in the Authorizing Ordinance. The City is issuing simultaneously herewith $203,000 in principal amount of Municipal Airport Revenue Bonds, Series 1971 (Second) , dated December 1, 1971 and maturing on March 1 in each of the years 1973 to 1995, inclusive (the "1971 Bonds (Second) ") . When the Interim Bonds are permanei-itly financed, those permanent bonds may be issued on a parity -of pledge and security with the 1961 Bonds the 1966 Bonds and the 1971 Bonds, if the parity requirements of the ordinances authorizing the 1961 Bonds, the 1966 Bonds and the 1971 Bonds are met at the time of issuance of the permanent bonds. If at anytime prior to the maturity of the Interim Bonds, permanent Bonds can be issued on a parity of security with the 1961 Bonds, the 1966 Bonds, and the 1971 Bonds, the City shall, at the request of the holders of a majority in principal amount of the Interim Bonds then outstanding, take the necessary steps, at the City's expense, to prepare and deliver to the holders of the Interim Bonds, permanent bonds, in the form of printed coupon bonds, payable to bearer but subject to registration as to principal or as to principal and interest, in the denomination of $1,000 each, or any multiple thereof, numbered d s. - consecutively from 1 upwards and maturing annually on March 1 of each year to and including March 1, 1995. Each holder shall receive a proportionate allotment from the respective annual maturities as determined by the Trustee in its sole discretion unless all purchasers agree on a different allotment, in which event the Trustee shall honor such agreement. At that time, the City shall adopt an appropriate ordinance setting forth the details of the permanent bonds and the necessary provisions pertaining to the nature and extent of their security. The principal of the bonds shall be subject to prepayment prior to maturity, at the option of the City, in any amount without penalty, at a price of par and accrued interest, from funds from any source, on any interest pay- ment date at any time. Moneys available for prepayment shall be applied proportionately to all the outstanding bonds. In the event of a partial prepayment, the holder shall surrender this bond to the City for notation on the Payment Record attached hereto of the amount of principal prepaid.. Notice of any prepayment shall be given at least fifteen (15) days prior to the date fixed for such prepayment by first class mail to the registered owner of this bond specifying the amount of principal to be prepaid and the amount of accrued interest thereon to the date of such prepayment. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and to be performed precedent to and in the issuance of the bonds, have existed, have happened and have been performed in due time,'form and manner, as required by law; that the indebtedness' represented by the bonds does not exceed any constitutional or statutory limitation; and that sufficient revenues have been pledged to and will be set aside into the Bond Fund, referred to above, for the payment of the principal of and interest on the bonds. This bond shall not be valid until the Certificate of Authentication hereon shall have been signed by the Trustee. Page 9 IN WITNESS WHEREOF, the City of Little Rock, Arkansas, has caused this bond to be executed in its name by the Mayor and City Clerk, and its seal to be affixed, all as of the first day of December, 1971. The interest commencement date of this bond is ATTEST: City Clerk (SEAL) CITY OF LITTLE ROCK, ARKANSAS IA By Mayor Ordinance. Page 10 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned WORTHEN BANK & TRUST COMPANY Little Rock, Arkansas By Authorized Signature ASSIGNMENT For value received, the registered owner last listed below sells, conveys, transfers, assigns and delivers this bond to the assignee last listed below. REGISTERED OWNER ASSIGNEE Page 11 PAYMENT RECORD Principal Name of Paying Principal Balance Interest Agent, Authorized Due Date Payment Due Payment Official and Title September 1, 1972 March 1, 1973 September 1, 1973 March 1, 1974 September 1, 1974 March 1, 1975 3 Page 12 Section S. That the City and the Airport Commission hereby covenant with the holders and registered owners of the bonds that there will be imposed and collected such charges for the use of the Municipal A i.rport and its facilities as will at all times produce sufficient revenues to provide for the operation, maintenance and repair of the Municipal Airport, to provide for the payment of the principal of and interest on all outstanding bonds to which airport revenues are pledged, including the 1961 Bonds, the 1966 Bonds, the 1971 Bonds, the 1971 Bonds (Second) , the Interim Bonds (interest only) and the permanent bonds re- placing the Interim Bonds, as the same become due, to provide for paying agent's fees, make required deposits into the Depreciation Fund and to maintain all funds provided for in ordinances and resolutions authorizing and securing all such bonds at required levels. The above covenant shall include the agree- ment and obligation to increase the charges from time to time as and to the ex- tent necessary to produce sufficient revenues to meet the above requirements. Section 6. That the provisions, covenants, undertakings, stipulations and obligations of the Airport Commission and the City set forth In Ordinances No. 11, 190, No. 11,745, No. 11,755, and No. 12,456, pursuant to which the 1961 Bonds, the 1966 Bonds and the 1971 Bonds were issued and secured and are presently outstanding, as such Ordinances may, at any time, be amended, shall inure and appertain to the bonds of this issue to the same extent and with like force and effect as if set forth herein in full, except only insofar as the same may be expressly inconsistent with the provisions of this Ordinance, including among ether things, and without limitation, the provisions of Ordinance No. 11,190 whereby there has been created and is being maintained (1) a "Municipal Airport Fund" and for the payment into that fund of all the income and revenue derived from the operation of the Municipal Airport, disbursements therefrom and the permitted use of surplus at any time remaining therein, (2) a "Municipal Airport Operation and Maintenance Fund" and for the payment into that fund of the required amounts and permitted disbursements therefrom, and (3) a "Municipal Airport Depreciation Fund" and for the payment lh�o that fund of the required amounts Page 13 and disbursements therefrom, all as specified in the applicable sections of Ordinance No. 11, 190, are hereby continued, ratified and confirmed. Section 7. Municipal Airport Revenue Bond Fund (Interim) . (a) There is hereby established with a bank or banks, holding membership in the Federal Deposit Insurance Corporation, to be designated by the Airport Commission from time to time, a special trust fund in the name of the City designated "Municipal Airport Revenue Bond Fund (Interim) " (the "Bond Fund ") which shall be maintained as long as the bonds are outstanding and unpaid, and into which there shall be paid the sums in the amounts and at the times hereinafter set forth in subparagraph (b) for the purpose of providing funds for the payment of the principal of, interest on and Paying Agent's fees in connec- tion with the bonds. (b) Beginning on the first business day of the first month after the delivery of the bonds and continuing on the first business day of each month thereafter there shall be paid into the Bond Fund from Airport revenues a sum equal to one -sixth (1/6) of the next installment of interest (plus any additional amount that may be necessary to fully provide for the first interest payment on the bonds) and an amount sufficient to provide for the Paying Agent's fees. Additional amounts of Airport revenues may be deposited into the Bond Fund each month and used for the purpose of prepaying the principal of the bonds if the City so elects but it shall not be manda .tory that any additional amounts be so deposited into the Bond Fund. Section 8. That the bonds of this issue shall be subject to re- demption prior to maturity in accordance with the provisions in the bond form appearing in Section 4 hereof. Page 14 Section 9. That the recitals in this Ordinance and in the face of the bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required totake any action as Trustee unless it shall have been notified in writing and shall have been Indemnified to its satisfaction against any loss, damage, or expense on account of the taking of such action. The Trustee may resign at any time by ten (10) days' notice in writing to the Secretary of the Airport Commission, and the majority in value of the holders of the outstanding bonds of this issue at any time may, with or without cause, remove the Trustee. Upon the resignation or removal of a Tri:.stee, the majority In value of the holders of the outstanding bonds of this issue may name a new Trustee, but if such holders do not name a new Trustee within thirty (30).. days after a vacancy occurs, the Airport Commission shall forthwith name a new Trustee. The appointment of a new Trustee shall be evidenced by a writing duly acknowledged and recorded In the office of the Circuit Clerk and Ex Officio Recorder for Pulaski County, Arkansas. Any successor Trustee shall have all the powers herein gra.Dted to the original Trustee. Section 10. That after the bonds have been executed by the Mayor and City Clerk and the seal of the _City impressed as herein provided, they shall be delivered to the Trustee which shall authenticate them, insert in the indicated space at the end of the face of each bond the date of delivery as the interest commencement date and deliver them to the purchasers upon receipt of the pur- chase-price. The Trustee shall remit the proceeds of the sale of the bonds to the Treasurer of the Commission and the Treasurer shall deposit the proceeds in a special account in the name of the Commission designated "Little Rock Municipal Airport Commission Construction Fund (Interim)" in a bank that is a member of the Federal Deposit Insurance Corporation. The moneys in the Construction Page 15 Fund shall be disbursed solely for paying the cost of accomplishing the improve- ments and paying expenses incurred in connection with the authorization and issuance of the bonds. If any moneys remain in the Construction Fund after the improvements are accomplished and the expenses of authorizing and issuing the bonds are paid, the rerraining moneys shall be deposited into the Bond Fund, Moneys held in the Construction Fund may, at the option of and pursuant to the direction of the Commission, be invested and reinvested in direct obligations o)', or obligations the principal of and interest on which are uncom4itionally guaranteed by,the United States of America, in obligations of agencies of the United States of America, or Bank Certificates of Deposit which shall mature, or which shall be subject to redemption by the holder thereof, at the option of the holder, not later than the date or dates when the moneys held for the credit of the Construction Fund will be required for accomplishing the improvements or paying the expenses of authorizing and issuing the bands, as determined by the Commission in its discretion. Any profit realized from, investments of moneys in the Construction Fund may be used by the Commission for any lawful purpose. Section 11. Since the bonds authorized hereby rra ture March 1, 1975, it will be necessary for the City to refund the bonds prior to their maturity. In this regard the City will issue Municipal Airport Revenue Bonds for the permanent financing, and the City expressly covenants with the Trustee and with the regis- tered owners of the bonds that it will, prior to the maturity date of the bonds, issue Municipal Airport Revenue Bonds in at least that principal amount sufficient to pay, principal and interest, on or prior to maturity, all of these bonds then outstanding and to continuously operate the Airport as a revenue - producing under- taking, Imposing charges sufficient to at least provide adequate moneys for the payment of the reasonable epenses of operation, maintenance and repair of the Airport, for the payment of the principal of, interest on and Paying Agent's fees In connection with all outstanding bonds to which Airport revenues are pledged (including particularly bonds that will be issued to accomplish the refunding of U Page 16 the bonds of this issue) , for making the required deposits for depreciation and for maintaining of funds at required levels as set forth in ordinances authorizing such bonds. Section 12. It is understood and agreed that the Airport Commission, acting for and on behalf of the City, has custody of and control over the airport, operates, maintains and repairs the Municipal Airport and collects and handles Airport revenues. Therefore, it is understood and agreed that all references herein to the City shall, when appropriate in view of the authority and responsibility of the Airport Commission, be construed to include the Airport Commission. To this end, the Airport Commission, by resolution, will expressly adopt and approve this Ordinance and the provisions hereof and thereby -agree to perform all covenants and obligations with reference to the Municipal Airport and Airport revenues, set forth herein, the performance of which are within its authority and jurisdiction. It is understood and intended that the registered owners of the bonds have relied on, and are beneficiaries of, such commitments of the Airport Commission. Section 13. That this Ordinance shall not create any right of any kind, and no right of any kind shall arise hereunder pursuant to it until the bonds authorized by this Ordinance shall be issued and delivered. Section 14. That the provisions of this Ordinance are hereby declared to be separable and if any provisions shall for any reason be held illegal or in- valid, such holding shall not affect the validity of the remainder of the Ordinance. Section 15. That all ordinances, resolutions and parts thereof in con- flict herewith are hereby repealed to the extent of such conflict. Section 16. That it is hereby ascertained and declared that the present Little Rock Municipal Airport facilities are inadequate and by reason thereof there exists a hazard to the life, property and welfare of the inhabitants of the City. Page 17 The herein authorized improvements are immediately necessary to alleviate the hazard and can be accomplished only by the issuance of the bonds herein authorized. It is, therefore, declared that an emergency exists, and this Ordinance being necessary for the immediate preservation of the public peace, health and safety, shall take effect and be in force from and after its passage. PASSED: December 1 1971. APPROVED: ATTEST: Mayor City C rk (SEAL)