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HomeMy WebLinkAbout12385s ORDINANCE NO. 12,385 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF MUNICIPAL AIRPORT REVENUE BONDS BY THE CITY OF LITTLE ROCK, ARKANSAS FOR THE PURPOSE OF FINANCING THE COST OF CONSTRUCTING AIRPORT IMPROVEMENTS; 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 (the "Airport") are being operated, managed and maintained by the Little Rock Municipal Airport Commission (the "Commission "), which was created and organized pursuant to Act No. 53 of the Acts of Arkansas of 1949, as amended, and Initiated Ordinance No. 8511 of the City of Little Rock, Arkansas (the "City "), adopted November 7, 1950; and WHEREAS, the Commission has determined that airport improvements must be constructed, a brief general description of which are: constructing and equipping a new terminal building, ramp construction and lighting, runway and taxiway construction and lighting, relocation of some existing facilities, necessary incidental work, expenses and expenses pertaining thereto (the "improvements ") and the expenses in connection with the issuance of bonds, the costs of which are to be paid by funds to be furnished by the City (estimated at $3,350,000) and by a grant from the United States of America; and WHEREAS, neither the Commission nor the City has sufficient funds to pay the City's portion of the costs and expenses of accomplishing the improve- ments and it has been determined that the only feasible way to obtain needed funds will be by the issuance of Municipal Airport Revenue Bonds (the "bonds"); and WHEREAS, the City has made arrangements to sell the bonds in the principal amount of not to exceed $3,350,000 at a price of par and accrued interest for bonds bearing interest at the rate of 6% per annum; and WHEREAS, the Commission has found and declared that it would be in be in the best interest of the City and the inhabitants thereof for the improvements c- 9 f Page 2 to be accomplished and has authorized its Chairman to so advise the Board of Directors of the City (the "Board ") with the request that the Board take the necessary steps to issue and sell bonds in the principal amount of not to exceed $3,350,000; and WHEREAS, the Board hereby finds and declares that it would be in the best interest of the City and its inhabitants for the improvements to be accomplished and that bonds be issued as requested by the Commission; NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. That the improvements be accomplished. 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 Commission. In this regard, in addition to the powers and duties of the 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 Commission full and complete power to carry out and accomplish the authority specified in this Ordinance per- taining to accomplishing the improvements, the operation of the airport and the collection, handling and disbursements 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 the sale of the bonds to the purchasers for the price of par and accrued interest is approved and authorized. Section 3. 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, City of Little Rock, Arkansas Municipal Airport Revenue Bonds are hereby authorized and ordered issued in the total principal amount of up to $3,350,000 for financing the costs and expenses to be paid by the City of accomplishing the improvements. The bonds may be delivered at one time Page 3 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 November 1, 1970, with interest payable semiannually on May 1 and November 1 of each year, commencing May 1, 1971, for all bonds with an interest commencement date prior thereto, and shall mature on November 1, 1972. 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 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- nominations (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 4. 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 bonds will not be general obligations of the City but will be special obli- gations payable solely from revenues derived from the operation of the Airport and will not constitute an indebtedness of the City within any constitutional or statutory limitation. The lien on and pledge of Airport revenues to the bonds are subject to a prior and superior lien on the pledge of Airport revenues to the out- standing Municipal Airport Revenue Bonds, dated May 1, 1961, authorized by and issued under the provisions of Ordinance No. 1190 of the Ordinances of the City, adopted and approved on June 19, 1961 (the "1961 Bonds ") and to the out- standing Municipal Airport Revenue Bonds, Series 1966, of the City, dated May 1, 1966, authorized by and issued under the provisions of Ordinance No. 11,745, as amended, of the Ordinances of the City, adopted and approved on May 16, 1966 (the "1966 Bonds "). A special fund has been created and designated "1970 Municipal Airport Revenue Bond Fund" (the "Bond Fund ") and the revenues in the Page 4 Bond Fund are hereby pledged and mortgaged for the equal and ratable payment of the bonds, all in accordance with the provisions of this Ordinance. The principal of and interest on the bonds shall not constitute an indebtedness of the City within any constitutional or statutory limitation. Section 5. The bonds 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: UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF LITTLE ROCK 6% MUNICIPAL AIRPORT REVENUE BOND No. R- KNOW ALL MEN BY THESE PRESENTS: 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 November, 1972, 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 May 1 and November 1 of each year, commencing May 1, 1971, 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 The First National Bank in Little Rock, Little Rock, Arkansas. This bond is one of an issue of bonds authorized in the aggregate principal amount of $3,350,000 (the "bonds ") being issued for the purpose of financing Page- 6 the cost to the City of constructing improvements to the Municipal Airport and paying related costs and expenses (described in the Authorizing Ordinance here- inafter 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 pursuant to Ordinance No. , adopted and approved on the day of , 1970 (the "Authorizing Ordinance ") . The lien on and pledge of Airport revenues in favor of the bonds are subject to a prior and superior lien on and pledge of Airport revenues to the outstanding Municipal Airport Revenue Bonds, dated May 1, 1961 (the "1961 Bonds ") and the outstanding Municipal Airport Revenue Bonds, Series 1966, dated May 1, 1966 (the "1966 Bonds ") , all as set forth in the Authorizing Ordinance under which the bonds are authorized to be issued. A special fund has been created by and identified in the Authorizing Ordinance as the "1970 Municipal Airport Revenue Bond Fund" (the "Bond Fund ") , and reference is hereby made to the Authorizing Ordinance for a detailed statement of the nature and extent of the security and of the rights and obligations of the City, the Trustee and the registered owners, including, without limitation, the covenant of the City to impose and collect such charges for the use of the Airport and its facilities as will always produce sufficient revenues to provide for the operation, maintenance and repair of the Airport, to provide for the payment of the principal of and interest on the 1961 Bonds, the 1966 Bonds and these bonds, as the same become due, and 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 of this issue, it being contemplated that refunding bonds will be issued as specified in Section 14 of the Authorizing Ordinance) , for making the required deposit for depreciation and for maintaining all funds at required levels, all in accordance with the pro- visions of the ordinances authorizing such bonds. 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 payment date on and after November 1, 1971. Moneys available for prepayment shall be applied oho - %D /-1- a2 Page 7 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. This bond may be assigned, and upon such assignment, the assignor shall promptly notify the City at the office of the Trustee by registered mail, and the assignee shall surrender the same to the Trustee for notation of the transfer on the registration records to be maintained by the Trustee and verifi- cation of the notations on, and completion, if need be, of the Payment Record attached hereto of the principal and interest paid and prepaid, and every such assignee shall take this bond subject to such condition. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and 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 in- debtedness represented by the bonds does not exceed any constitutional or statutory limitations; 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. 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 seal of the City, all as of the first day of November, 1970. The interest commencement date of this bond is ATTEST: City Clerk (SEAL) CITY OF LITTLE ROCK, ARKANSAS By Mayor TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Ordinance. THE FIRST NATIONAL, BANK IN LITTLE ROCK Little Rock, Arkansas ASSIGNMENT Authorized Signature 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 PAYMENT RECORD Principal Name of Paying Principal Balance Interest Agent, Authorized Due Date Payment Due Payment Official and Title May 1, 1971 November 1, 1971 May 1, 1972 November 1, 1972 Page 10 Section 6. That the City and the 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 Airport and its facilities as will at all times produce sufficient revenues at least to provide for operation, maintenance and repair expenses of the Airport, to provide for the payment of the principal of and interest on all of the outstanding bonds to which Airport revenues are pledged, including the 1961 Bonds, the 1966 Bonds and these bonds, as the same become due, to provide for Paying Agents' fees, to make the required deposits for depreciation, and to maintain all funds at required levels, all as set forth in the ordinances author- izing such bonds. The above covenant shall include the agreement and obligation to increase the charges from time to time as and to the extent necessary to produce sufficient revenues to meet the above requirements. Section 7. All funds created by Ordinances of the City authorizing and securing the outstanding 1961 Bonds and the outstanding 1966 Bonds shall remain unchanged by this Ordinance and shall continue to be maintained by the City as required by and pursuant to the provisions of said Ordinances. Also, all of the covenants, restrictions, conditions and provisions set forth in said Ordinances, except where expressly inconsistent with the provisions of this Ordinance, are hereby, each and all, ratified and confirmed, and shall continue in force and inure to the security and benefit of these bonds, as fully and as effectively as if herein set out in full, it being the intention of this section to give these bonds the full benefit of all such covenants, restrictions, conditions and provisions as well as the full benefits of all applicable provisions of the Constitution and laws of the State of Arkansas, and of this Ordinance, subject to the priority of lien and pledge in favor of the 1961 Bonds and the 1966 Bonds. Section 8. 1970 Municipal Airport Revenue Bond Fund. (a) There is hereby established with a bank or banks, holding member- ship in the Federal Deposit Insurance Corporation, to be designated by the City from Page 11 time to time; a special trust fund in the name of the City designated "1970 Municipal Airport Revenue Bond Fund" (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 sub- paragraph (b) for the purpose of providing funds for the payment of the principal of, interest on and Paying Agent's fees in connection 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, together with accrued interest received at the time of the delivery of the bonds 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 mandatory that any additional amounts be so deposited into the Bond Fund. Section 9. The principal of the bonds shall be subject to prepayment in accordance with the terms set out in the face of the bond form in Section 5 of this Ordinance. Section 10. So long as the bonds are outstanding the City shall continuously operate the Airport as a revenue - producing undertaking and shall not issue or attempt to issue any bonds or incur any obligations on a parity of security with the 1961 Bonds or the 1966 Bonds or issue any bonds or incur any obligations claimed to be entitled to a priority of lien on, or pledge of, Airport revenues over the lien and pledge in favor of these bonds, including revenues derived from the herein authorized and any and all future improvements to the Airport. Furthermore, the City shall not authorize or issue any additional bonds or incur any additional obligations ranking on a parity of security with these bonds. Page 12 Section 11. The Trustee of the bonds issued hereunder shall be The First National Bank in- Little Rock, Little Rock, Arkansas. The Trustee shall only be responsible for the exercise of good faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and in the , face of the bonds are recitals of the City and not of the Trustee. The Trustee sh 11 not be required to take any action as Trustee unless it shall have been requested to do so in writing by the registered owners of not less than ten per cent (10 %) in principal amount of the bonds then outstanding and shall have been offered reasonable security and indemnity against the costs, expenses and liabilities to be incurred. The Trustee may resign at any time by ten (10) days notice in writing to the City Clerk and the majority in value of the registered owners of the out- standing bonds at any time, with or without cause, may remove the Trustee. In the. event of a vacancy in the office of Trustee, either by resignation or by removal, the majority in value of the registered owners of the outstanding bonds may appoint a new Trustee. Such appointment shall be evidenced by a written instrument or instruments filed with the City Clerk. If the majority in value of the registered owners of the outstanding bonds shall fail to fill a vacancy within thirty (30) days after the same shall occur, then the City shall forthwith designate a new Trustee by a written instrument filed in the office of the City Clerk. The original Trustee and any successor Trustee shall file a written acceptance and agreement to execute the trust imposed upon it by this Ordinance upon the terms and conditions set forth in this Ordinance and subject to the provisions of this Ordinance, to all of which the respective registered owners of the bonds agree. Such written acceptance shall be fully acknowledged and recorded in the office of the Circuit Clerk and Ex Officio Recorder for Pulaski County, Arkansas, and a copy thereof shall be placed in the bond transcript. Any successor Trustee shall have all the powers herein granted to the original Trustee. - i Page 13 Section 12. (a) If there be any default in the payment of the principal of or interest on any of the bonds of this issue, or if the City defaults in any Bond Fund requirements or in the performance of any covenants set forth in this ordinance, the Trustee may, and upon the written request of the registered owners of not less than ten per cent (10 %) in principal amount of the bonds then outstanding shall, by proper suit compel the performance of the duties of the officials of the City under the Constitution and laws of the State of Arkansas and under this ordinance. And, in the case of a default in the payment of the principal of and interest on any of the outstanding bonds the Trustee may, and upon the written request of the registered owners of not less than ten per cent (10 %) in principal amount of the bonds then outstanding shall, apply in a proper action to a court of competent jurisdiction for the appointment of a receiver to administer the Airport on behalf of the City and the registered owners of the bonds with power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and collected) rates sufficient to provide for the payment of the expenses of operation, maintenance and repair, to pay principal and interest on the bonds and to apply the revenues in conformity with the Constitution and laws of the State of Arkansas and with the provisions of this ordinance. When all defaults in principal and interest payments have been cured, the custody and operation of the Airport shall revert to the City. (b) No registered owner of any of the outstanding bonds 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 or under the Constitution and laws of the State of Arkansas unless such registered owner previously shall have given to the Trustee written notice of the default on account of which suit, action or proceeding is to be taken, and unless the registered owners of not less than ten per cent (10 %) in principal amount of the bonds then outstanding shall have made written request to the Trustee after the right to Page 14 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 granted by the Constitution and 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 costs, expenses and liabilities to be incurred and the Trustee shall have refused or neglected to comply with such request within a reasonable 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 and trusts of this ordinance or to any other remedy hereunder. It is understood and intended that no one or more registered owners of the bonds 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 for the benefit of all registered owners of the outstanding bonds, and that any individual rights of action or other right given to one or more of such registered owners by law are restricted by this ordinance to the rights and remedies herein provided. (c) All rights of action under this ordinance or under any of the bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the bonds, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the registered owners of the bonds, subject to the provisions of this ordinance. (d) No remedy herein conferred upon or reserved to the Trustee or to the registered owners of the bonds is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy. Page 15 (e) No delay or omission of the Trustee or of any registered owners 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 an acquiescence therein; and every power and remedy given by this ordinance to the Trustee and to the registered owners of the bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. (f) The Trustee may, and upon the written request of the registered owners of not less than ten per cent (10 %) in principal amount of the bonds then outstanding 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. Section 13. That after the bonds (or those to be delivered, it being contemplated that the bonds will be delivered from time to time as funds are needed) 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 purchase price (par plus accrued interest) . The Trustee shall remit the proceeds of the sale of the bonds and the accrued interest to the Treasurer of the Commission and the Treasurer shall deposit the accrued interest in the Bond Fund and shall deposit the balance of the proceeds in a special account in the name of the Commission designated "Little Rock Municipal Airport Commission 1970 Construction Fund" in a bank that is a member of the Federal Deposit Insurance Corporation. The moneys in the Construction Fund shall be disbursed solely for paying the cost of accomplishing the improvements and paying expenses incurred in connection with the authorization and issuance of the bonds. If any moneys remain in the Construction Fund after Page 16 the improvements are accomplished and the expenses of authorizing and issuing the bonds are paid, the remaining 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 of, or obligations the principal of and interest on which are unconditionally 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 improve- ments or paying the expenses of authorizing and issuing the bonds, 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 purpos . Section 14. Since the bonds authorized hereby mature NOVember 1, 1972, 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 registered 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 expenses 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 the bonds of this issue), for making the required deposits for depreciation and for Page 17 maintaining all funds at required levels as set forth in ordinances authorizing such bonds. Section 15. It is understood and agreed that the Commission, acting for and on behalf of the City, has custody of and control over the airport, operates, maintains and repairs the 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 Commission, be construed to include the Commission. To this end, the Commission, by resolution, has expressly adopted and approved this Ordinance and the provisions hereof and has thereby agreed to perform all covenants and obligations with reference to the 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 Commission. Section 16.: The provisions of this Ordinance are hereby declared to be separable and if any provision shall for any reason be held illegal or invalid, such holding shall not affect the validity of the remainder of the Ordinance. Section 17. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 18. That it is hereby ascertained and declared that the present Airport facilities are inadequate and by reason thereof there exists a hazard and a detriment to the life, property and welfare of the City and its inhabitants. The herein authorized improvements are immediately necessary to alleviate the hazard and detriment and can be accomplished only by the issuance of the bonds herein authorized. It is, therefore, declared that an emergency exists, and this Page 18 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. ATTEST: PASSED: September 21 , 1970. City Clerk APPROVED: