Loading...
11005Page 1 ORDINANCE NO. 11,00.5 AN ORDINANCE AUTHORIZING THE ISSUANCE OF MUNICIPAL AIRPORT REVENUE BONDS BY THE CITY OF LITTLE ROCK, ARKANSAS FOR THE PURPOSE OF IMPROVING CERTAIN LITTLE ROCK MUNICIPAL AIRPORT LANDS WHICH ARE PRESENTLY LYING IDLE AND WHICH MAY BE DEVOTED TO INCOME PRODUCING USES; MAKING PLEDGES AND COVENANTS TO INSURE THE PAYMENT OF SAID BONDS;AND PRESCRIBING OTHER MATTERS RELATING THERETO. WHEREAS, the Little Rock Municipal Airport, its related proper- ties and facilities, is being ope; the Little Rock Municipal Airport called the "Airport Commission "), pursuant to Act 53 of the Acts of Ordinance No. 8511 of the City of November 7, 1950; and rated, managed and maintained by Commission (hereinafter sometimes which was created and organized Arkansas, 1949, and initiated Little Rock, Arkansas, adopted WHEREAS, Act No. 175 of the 1959 General Assembly of the State of Arkansas authorizes cities having Airport Commissions created pursuant to Act No. 53 of the 1949 General Assembly of the State of Arkansas to construct improvements on lands subject to the jurisdiction of airport commissions which are not being used for the actual operation of the municipal airports, to lease said improvements in order to obtain additional revenues for the operation, maintenance and development of the airports, and to issue negotiable coupon revenue bonds to obtain funds necessary for financing said improvements; and WHEREAS, the Little Rock Municipal Airport Commission has jurisdiction over lands located contiguous to and adjoining, but outside of, the actual flying field together with its appurtenant areas used for airport buildings and related airport facilities, which lands are presently lying idle but may be devoted to income producing uses by the Municipal Airport Commission; and WHEREAS, the Little Rock Municipal Airport Commission has determined that it needs additional revenues for the operation, Z Page 2 maintenance and development of the Little Rock Municipal Airport facilities; and WHEREAS, the Red Top Driv -UR -Self Company, Inc., an Arkansas corporation with its principal place of business in the town of Little Rock, County of Pulaski, and the State of Arkansas, desires to lease an office, shop and parking area on land subject to the jurisdiction of the airport commission which is not being used for the actual operation of the municipal airport or for uses incidental to such airport operation; and WHEREAS, the construction of an office, shop and parking area satisfactory to the Red Top Driv -UR -Self Company, Inc., will require from $28,000 to $30,000; and WHEREAS, the Airport Commission, acting for and on behalf of the City and said Red Top Driv -UR -Self Company, Inc., have entered into an agreement covering the leasing of the above mentioned improvements; and WHEREAS, the Airport Commission does not have sufficient funds on hand to undertake the construction of said improvements; and WHEREAS, sufficient funds therefor can be obtained by the issuance of revenue bonds pursuant to the provisions of said Act 175 of 1959; and WHEREAS, the rentals expected to be derived from said lease between the Airport Commission and the Red Top Driv -UR -Self Company, Inc., would be sufficient to ammortize said bond issue in amount of $30,000 and supply revenue for the operation, maintenance and development of the Little Rock Municipal Airport facilities; and WHEREAS, on the day of 1959, the Airport Commission by unanimous action, passed a resolution declaring that it would be to the best interest of the City of Little Rock and the inhabitants thereof if the said improvements Page 3 be made immediately and authorizing its Chairman to make these facts known to the Board of Directors of the City of Little Rock with the request that said Board take the necessary steps to issue and sell $30,000 of Municipal Airport Revenue Bonds to finance the said improvements; and WHEREAS, the City Board of Directors hereby finds and determines that it would be to the best interest of the City of . Little Rock, Arkansas, and the inhabitants thereof, that the said improvements be made as soon as reasonably may be done and that revenue bonds be issued to finance the same; NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. That the improvements and extensions to the Little Rock Municipal Airport mentioned above be made. Section 2. That under the authority of the Constitution and laws of the State of Arkansas, including particularly Act 175 of the Acts of Arkansas of 1959, the City of Little Rock Municipal Airport Improvement Revenue Bonds are hereby authorized and ordered sold in the total principal amount of $30,000, the proceeds of the sale of which are necessary to construct the above set forth improve- ments to the Municipal Airport, including architectural, legal and other necessary expenses incidental thereto and to the issuance of bonds. The bonds shall be sold at public sale, shall be dated November 1, 1959, shall bear interest at such rate or rates as are fixed in the bid accepted at the sale, with the interest to be payable semi- annually on May 1 and November 1 of each year, commencing May 1, 1960. The interest shall be evidenced by interest coupons and the principal and interest shall be payable in lawful money of the United States of America upon presentation of the bond or proper coupon at the office of the paying agent designated by the purchaser. The bonds shall be negotiable coupon bonds payable to bearer and shall mature on November 1 of each year, but shall be callable.for payment prior to maturity as here- inafter set forth. Page 4 The Mayor shall prepare or cause to be prepared a Notice of Public Sale of the bonds and shall publish the same in such newspaper or other publication as shall be determined by him to be in the best interests of the City. In addition to the usual provisions, the notice shall provUe that the purchaser may name the Trustee and Paying Agent and that all expenses of the issue, including but not limited to, the printing of the bonds, the trustee's fee and the fee of bond counsel, will be paid by the City; that the purchaser shall have the privilege of converting the bonds to an issue bearing a lower rate or rates of interest, with the conversion to be in accordance with the Universal Bond Values Tables and upon such terms that the City receive no less and pay no more than it would receive and pay if the bonds were not converted, and upon such terms that the average rate of the converted bonds is not more than three- fourths of one per cent less than the average rate set forth in the bid of the purchaser, and that the average maturity cannot be shortened by more than twelve (12) months; and the Mayor shall specify that the City reserves the right to reject any and all bids. Section 3. That the terms of the sale of the bonds, the conversion thereof, if any, and the designation of a Trustee and Paying Agent shall be submitted to the Board of Directors of the City of Little Rock for approval by resolution. The bonds, so far as possible, shall be in the denomination of $1,000 each, shall be numbered consecutively beginning at number one and in its resolution the Board of Directors shall set forth a schedule reflecting the maturity of the bonds in numerical order on November 1 of each of the years 1960 to 1979, inclusive, which schedule shall reflect the yearly principal maturities, the semi- annual interest requirements and the total requirements. There- after the bonds of the issue so approved shall be executed on Page 5 behalf of the City by the Mayor and City Clerk and shall have impressed thereon the seal of the City. Interest coupons attached to each of said bonds may have the facsimile signature of the Mayor lithographed or printed thereon, which signature shall have the same force and effect as if he had personally signed each of said coupons. The bonds, together with interest thereon, shall be pay- able solely out of the 1959 Airport Revenue Bond Fund (Red -Top Project), as hereinafter set forth, and shall be a valid claim of the holders thereof only against such fund, and the amount of revenues pledged to such fund, which amount of said revenues is hereby pledged and mortgaged for the equal and ratable payment of the bonds of this issue and shall be used for no other purpose than to pay the principal of and interest on said bonds and paying agent's fees except as hereinafter specifically provided. The bonds and interest thereon shall not constitute an indebtedness of the City vLthin any constitutional or statutory limitation. Section 4. That the bonds and coupons shall be in substantially the following form, and the Mayor and City Clerk are hereby expressly authorized and directed to make all recitals contained therein: Page 6 UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK MUNICIPAL AIRPORT REVENUE BOND NO. KNOW ALL MEN BY THESE PRESENTS: $ That the City of Little Rock, in the County of Pulaski and State of Arkansas, acknowledges itself to owe and, for value received, promises to pay to bearer, solely from the special fund provided as hereinafter set forth, the principal sum of DOLLARS in lawful money of the United States of America on the first day of November, 19 , and to pay, solely from said special fund, interest hereon at the rate of per centum ( %) per annum from date, semi- annually on the first days of May and November in each year, commencing May 1, 1960 upon presentation and surrender of the annexed coupons as they severally become due. Both principal and interest of this revenue bond are made payable at This bond is one of a series of Revenue Bonds aggregating ($ ) dated November 1, 1959, numbered from one (1) to ( ) inclusive, all of like tenor and effect except as to number, denomination, rate of interest and maturity and are issued for the purpose of financing improvements to the Little Rock Municipal Airport. This bond and the series of which it forms a part are issued pursuant to and in full compliance with the constitution and laws of the State of Arkansas, including particularly Act 175 of the Acts of Arkansas, 1959, and pursuant to an ordinance duly adopted by the Board of Directors of the City of Little Rock, Arkansas, and a resolution duly adopted by the Little Rock Page 7 Municipal Airport Commission, and do not constitute an indebtedness of the City of Little Rock within any constitutional or statutory limitation. Said bonds are not general obligations of the City, but are special obligations payable solely from gross revenues to be derived from leasing or operating the improvements that are to be financed with the proceeds of this bond issue, which amount shall be sufficient to pay the principal of and interest on the bonds as they mature. Said amount has been duly pledged as a special fund for that purpose and identified as the 1959 Airport Revenue Bond Fond (Red Top Project), created by Ordinance No. duly passed by the Board of Directors of the City of Little Rock on the day of 1959, under which this bond is authorized to be issued, and in said ordinance the City of Little Rock has covenanted and agreed to impose and collect such charges for the use or leasing of the above mentioned improve- ments as will always provide for the payment of the principal of and interest on the bonds as the same become due and payable. The bonds of this issue shall be callable for payment prior to maturity in inverse numerical order at par and accrued interest on any interest paying date on and after November 1, 1963, with funds derived from any source. Notice of the call for redemption shall be published once a week for two weeks in a news- paper published in the City of Little Rock, Arkansas, and having a general circulation throughout the State of Arkansas, giving the number and maturity of each bond being called, the first publication to be at least fifteen (15) days prior to the redemption date, and after the date fixed for redemption, each bond so called shall cease to bear interest, provided funds for its payment are on deposit with the paying agent at that time. The City of Little Rock and the Little Rock Municipal Airport Commission hereby covenant that full payment has been received for this revenue bond and that there is no defense, offset, or counter- claim against this bond or the pledge of revenues hereinabove i Page 8 made to secure its payment. This bond shall not be valid until it shall have been authenticated by the certificate hereon, duly signed by IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and things required to exist, happen, and be performed pursuant to and in the issuance of this bond have existed, have happened, and have been performed in due time, form and manner, as required by law; that the indebtedness represented by this bond and the issue of which it forms a part does not exceed any constitutional or statutory limitation; and that sufficient of the income and revenue which is to be derived from the use or leasing of the above mentioned improvements has been pledged to and will be set aside into said special fund for the payment of the principal of and interest on said bonds. IN WITNESS WHEREOF, the City of Little Rock, Arkansas, by its Board of Directors, has caused this bond to be signed by the Mayor and City Clerk thereof and sealed with the corporate seal of said City, and has caused the coupons hereto attached to be executed by the facsimile signature of its Mayor, all as of the first day of November, 1959. CITY OF LITTLE ROCK, ARKANSAS By Mayor Cj-ty Clerk ( SEAL ) No. (Form -of Coupon) $ May on the first day of November, 19 , the City of Little Rock, Pulaski County, Arkansas, unless the bond to which this coupon is attached is paid prior thereto, hereby promises to pay to bearer, solely out of thefUnd specified in the bond to which this coupon is attached, Dollars ($ ) in lawful money of the United States of America at the office of being six months' interest then due on its Municipal Airport Revenue Bond dated November 1, 1959, and numbered CITY OF LITTLE ROCK, ARKANSAS By Mayor On each bond shall appear the following: CERTIFICATE hereby certifies that this is one of a series of bonds, described herein, aggregating $ numbered from 1 to inclusive, all of like tenor and effect except as to number, denomination, rate of interest and maturity. Little Rock, Arkansas , 1959 M Page 9 Section 5. The City of Little Rock, Arkansas, and the Little Rock Municipal Airport Commission hereby covenant aid agree with the holders of the bonds that there will be imposed and collected such charges for the use or leasing of the above mentioned improvements as will at all times produce sufficient revenuestD provide for the payment of the principal of and interest on the bonds as the same become due and payable. Section 6. The Treasurer of the Little Rock Municipal Air- port Commission shall be custodian of the revenues derived from the operation or leasing of the above mentioned improvements and shall give bond for the faithful discharge of all duties as such custodian. The amount of the bond shall be fixed by the airport commission and approved by the Trustee. All revenues derived from the operation or leasing of the above mentioned improvements shall be kept separate and apart from the other funds of the City, and shall be deposited in such depository or depositories as may be designated from time to time by the Airport Commission, subject, however, to the giving of security by such depository or deposi- tories as now or as hereafter may be required by law. All deposits made by the Treasurer shall be in the name of the Airport Commission and shall be so designated as to indicate the particular fund to which the revenues belong. Section 7. 1959 Airport Revenue Bond Fund (Red Top Project). From and after the delivery of any bonds issued under the provisions of this ordinance, the income and revenues derived from the operation or leasing of the above mentioned improvements shall be set aside as and when collected into a separate fund which is hereby created and designated 1959 Airport Revenue Bond Fund (Red Top Project). Such revenues so deposited in said fund are hereby pledged and shall be applied and apportioned for the purpose of providing funds for the payment of the principal of and interest on the bonds at maturity and the paying agent's fees and for the establishment of a reserve for contingencies in the amount of $3,000; provided that Page 10 any surplus in the 1959 Airport Revenue Bond Fund (Red Top Project), after making full provision for payment of current principal and interest obligations and the paying agent's fees and for the establishment of a reserve for contingencies, may be used to call the bonds of this issue for payment prior to maturity as herein provided, for making additional improvements and extensions to the municipal airport or for the operation and maintenance thereof, or for any other lawful municipal airport purpose. Section 8. The bonds authorized hereby and issued hereunder shall be callable for payment prior to maturity in accordance with the terms set out inthe bond form. Section 9. All bonds paid, either at or before maturity, shall be cancelled when such payment is made, together will all unmatured coupons appertaining thereto. All unpaid interest coupons maturing on or prior to the date of such payment shall continue to be payable to the respective bearers thereof. Section 10. It is covenanted and agreed by the City and the Airport Commission with the holder or holders of the bonds, or any of them, that they will faithfully enforce and protect all interests of the City and Airport Commission in the above men- tioned improvements, including, but not limited to, making and collecting of reasonable and sufficient charges for the use or leasing of said improvements. Section 11. The Airport Commission will keep proper books of accounts and records (separate from all other records and accounts) in which complete and correct entries shall be made of all transactions relating to the above mentioned improvements, and such books shall be available for inspection by the holder of any of the bonds at reasonable times and under reasonable circumstances. The Airport Commission agrees to have these records audited by an independent certified public accountant at least once each year, and a copy of the audit shall be delivered to the Trustee and to the original purchaser of the bonds and be made available to interested Page 11 bondholders. In the event the Airport Commission and the City fail or refuse to make the audit, the Trustee, or any holder of the bonds, may have the audit made, and the cost thereof shall be charged against the Airport Commission. Section 12. The City and the Airport Commission covenant and agree that while any of the bonds are outstanding they will insure and at all times keep insured, in the amount of the actual value thereof, in a responsible insurance company or companies authorized and qualified under the laws of Arkansas to assume the risk thereof, all properties of the system against loss or damage thereto by fire, lightning, tornado, winds, riot, strike, civil commotion, malicious damage, explosion and against loss or damage from any other causes customarily insured against by private companies owning similar facilities. The insurance policies are to be taken with companies approved by the Trustee, are to carry a clause making them payable to the Trustee as its interest may appear, and are to be placed either in the custody of the Trustee or satisfactory evidence of said insurance shall be filed with the Trustee. In the event of loss, the proceeds of such insurance shall be applied solely toward the reconstruction, replacement or repair of the improvements, and in such event the City and Airport Commission, will, with reasonable promptness, cause to be commenced and completed the reconstruction, replacement and repair work. If such proceeds are more than sufficient for such purposes, the balance remaining shall be deposited to the credit of the 1959 Airport Revenue Bond Fund (Red Top Project) and if such proceeds shall be sufficient for such purposes, the deficiency shall be supplied from available monies in the said 1959 Airport Revenue Bond Fund (Red Top Project). Nothing herein shall be construed as requiring the City or the Airport Commission to expend any funds for premiums on insurance which are derived from sources other than the operation or leasing of the improvements, but nothing herein shall be construed as preventing the City or Airport Commission Page 12 from doing so. Section 13. So long as any of these bonds are outstanding, the City and the Airport Commission covenant and agree that they will not mortgage, pledge or otherwise encumber the improvements constructed with the proceeds of the said bonds, including any and all improvements and extensions thereto, or any revenues therefrom, except as herein provided. Section 14. The City and the Airport Commission covenant and agree that if default is made in the payment of any bond or coupon, or if there is a failure to meet any 1959 Airport Revenue Bond Fund (Red Top Project) requirement, the holder of such bond may declare that bond immediately due and payable, and such bond shall thereupon be immediately due and payable, and in default; provided, that the failure to exercise this option upon any default shall not be a waiver of the right to execute it upon a subsequent default. Section 15. (a) That if there be any default in the payment of the principal of or interest on any Airport Revenue Bond authorized hereunder, or if the City or Airport Commission defaults in the performance of any of the other covenants contained and set forth in this ordinance, the Trustee may, and upon the written request of the holders of not less than ten per cent (10%) in principal amount of the bonds authorized hereunder then outstanding, shall by proper suit compel the performance of the duties of the City and the Airport Commission. In the case of a default in the payment of the principal of and interest on any of the outstanding Airport Revenue Bonds authorized hereunder, or if the City or Airport Commission fails to complete any other obligation which it herein assumes, and such default shall continue for thirty (30) days thereafter, the Trustee may, and upon the written request of holders of not less than ten per cent (10%) in principal amount of the bonds authorized hereunder then outstanding, shall apply in a proper action to a court of competent jurisdiction for the appointment of a receiver Page 13 to administer the improvements on behalf of the City and the bondholders with power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and collected) rates or rentals sufficient to provide for the payment of any bonds and interest outstanding, and to apply the revenues in conformity with this ordinance. When all defaults in principal and interest payments have been cured, the custody and operation of the improvements shall revert to the City and the Airport Commission. (b) No holder of any of the outstanding bonds authorized hereunder shall have any right to institute any suit, action, mandamus or other proceeding in equity or in law for the protection or enforcement of any right under this ordinance unless such holder previously shall have given to the Trustee written notice of the default on account of which such suit, action or proceeding is to be taken, and unless the holders of not less than ten per cent (10%) in principal amount of the outstanding bonds hereunder authorized shall have made written request of the Trustee to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or by the laws of the state of Arkansas, or to institute 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 cost, expenses and liabilities to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a reasonable time. 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 hereunder except in the manner herein provided, that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and Page 14 for the benefit of all holders of the outstanding bonds and coupons, and that any individual rights of action or other right given to one or more of such holders by law are restricted by this ordinance to the rights and remedies herein provided. (c) That all rights of action under this ordinance or under any of the bonds secured hereby, enforceable by the Trustee, may be enforced by it without the possession of any of the bonds or coupons appertaining thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the bene- fit of all the holders of such bonds and coupons, subject to the provisions of this ordinance. (d) That no remedy conferred upon or reserved to the Trustee or to the holders of the bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy be cumulative and shall be in addition to every other remedy given hereunder. (e) That no delay or omission of the Trustee or of any holders of the bonds to exercise any right or power accrued upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein; and every power and remedy given by this ordinance to the Trustee and to the holders of the bonds, respectively may be exer- cised from time to time and as often as may be deemed expedient. (f) That the Trustee may, and upon the written request of the holders of not less than ten per cent (10%) in principal amount of the outstanding bonds hereunder authorized shall, waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted under the provisions of this ordinance or before the completion of the enforcement of any other remedy, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. Page 15 Section 16. The City and the Airport Commission covenant that in the issuance of these revenue bonds, all acts, conditions and things required to be done precedent to and in the issuance thereof have been properly done and performed and have happened in regular and due time, form and manner as required by law; and that the revenue bonds are within every debt limit, tax limit, or other limits prescribed by law. And, the City and the Airport Commission covenant that full payment has been received for said revenue bonds and that they have no defense, offset, or counter- claim against said bonds or the pledge or revenues hereinabove made to secure their payment. Section 17. The Trustee shall be designated by the purchaser and shall be responsible only for willful wrong in the execution of its trust. 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 to take 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 days' notice in writing to the Secretary of the Airport Commis- sion. The majority in value of the holders of the outstanding bonds at any time may, with or without cause, remove the Trustee and appoint a new Trustee, provided, that such removal and appointment 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 of the powers herein granted to the original Trustee. Section 18. After the bonds herein authorized to be issued 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 designated by the purchaser, which shall authenticate them and deliver them to the purchaser upon payment in cash of the purchase Page 16 price and accrued interest to the date of delivery. The Trustee shall remit the proceeds of the sale of the bonds and the accrued interest to the Treasurer of the Airport Commission. Section 19. The Treasurer of the Airport Commission shall, from the proceeds of the sale of the bonds, deposit the accrued interest and a sum equal to six months' interest on the bonds in the 1959 Airport Revenue Bond Fund (Red Top Project). The said Treasurer shall deposit the entire balance of said proceeds in trust with a bank that is a member of the Federal Deposit Insurance Corporation, said deposit to be secured by bonds of the United States or bonds of the State of Arkansas, or a poli- tical subdivision thereof, eligible under Arkansas Statutes for such trust deposit, and said deposit shall be disbursed solely in payment -of the cost of the construction of the said improvements to the Municipal Airport, including architectural, legal and other expenses incidental thereto, but only on warrants, checks or vouchers signed by the Treasurer of the Airport Commission, briefly specifying the disbursement or expenditure, and accompanied by a certificate signed by the architect for such construction that an obligation in a stated amount has been incurred on account of the cost of construction and to whom such obligation is owned, except that no such certificate shall be required before payment of architectural or legal fees. Section 20. 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 21. If any provision of this Ordinance shall for any reason be held illegal or invalid, it shall not affect the validity of the remainder of the Ordinance. Page �7 Section 22. All ordinances or parts of ordinances in conflict herewith are hereby repealed. PASSED: November 16 1959. ATTEST: 1 ( SEAL ) APPROVED: