839~~- 9•
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8
ORDINANCE NO.
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF
MUNICIPAL AIRPORT REVENUE BONDS FOR THE PURPOSE
OF FINANCING THE COST OF CONSTRUCTING IMPROVE-
__ MENTS 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 City of West Memphis, Arkansas (the "City") operates
its Municipal Airport, and related properties and facilities, through Its Airport
Commission (called "Airport Commission"), which was created and organized
pursuant to Act No. 53 of the Acts of Arkansas of 1949, as amended and
Ordinance No. 422 of the City, adopted and approved June 15, 1962; and
WHEREAS, the Airport Commission has determined that Improvements
must be constructed to the municipal Airport at a total estimated cost of
$300,000 , and has so reported to the City Council, describing the improvements
needed (the "improvements"), and it is proposed to finance a portion of the
costs by the proceeds of Airport Revenue Bonds; and
WHEREAS, the Airport Commission has requested and recommended that
the City Council take the necessary steps to issue and sell at this time Municipal
Airport Revenue Bonds in the principal amount of $75,000, to finance the first
phase of the improvements; and
WHEREAS, the City Council hereby finds and declares that it would be
In the best interest of the Gity and its inhabitants for the improvements tc be
accomplished and that Municipal Airport Revenue Bonds be issued as requested
by the Airport Commission; and
WHEREAS, the City has outstanding at this time Municipal Airport
Revenue Bonds dated April 1, 1963 (the "1963 bonds") , issued under and secured
by the provisions of Ordinance No. 439 of the Ordinances of the City, adopted
and approved August 1 1963 (the "1963 Ordinance"); and
WHEREAS, additional Municipal Airport Revenue Bonds can be issued
on a parity of security with the 1963 bonds provided the conditions set forth in
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Section 9 of the 1963 Ordinance have been complied with and, in this regard,
the City Council has determined that the conditions set forth in Section 9
can be complied with and that, therefore, the Municipal Airport Revenue Bonds
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authorized by this Ordinance can be issued on a parity of security with the
1963 bonds;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City
of West Memphis , Arkansas
Section 1. The improvements shall be accomplished. The authority
conferred by this Ordinance shall be carried out under the control and super-
vision of, and a.ll details in connection therewith sha.11 be handled by, the
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 Ordinance No. 422, 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 disburse-
ments 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. 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 West Memphis, Arkansas Municipal Airport Revenue Bonds, Series 1975,
are hereby authorized and ordered issued in the total principal amount of $75,000
for financing a portion of the costs of accomplishing the improvements (the "bonds"
or the "bonds of this issue") . The bonds shall be negotiable coupon bonds payable
to bearer but subject to registration as to principal only or as to principal and
interest. The bonds shall be dated April 1, 1975, interest thereon shall be
payable semiannually on April 1 and October 1 of each year, commencing
October 1, 1975. The bonds shall be numbered consecutively from 1 to 75,
inclusive, in the denomit-~ation of $1 ,000 each. The principal of the bonds
. I~ ~ ~
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shall mature annually on April 1 In each of the years 1977 to 1996, inclusive,
as in the schedule set forth in Section 7(b) hereof (but shall be subject to
redemption prior to maturity as hereinafter set forth) , which schedule also
sets forth the bond numbers. The bonds shall be sold at public or private
sale upon the best terms obtainable, and the Mayor and Clty Clerk are
authorized to execute such contracts and other writings and to take such other
action as may be necessary or appropriate to the sale of the bonds, acting with
the advice and assistance of the Airport Commission and the City's fiscal
agent, UMIC, Inc. , Memphis, Tennessee. Any sale of the bonds shall be
reported to the City Council for approval of the terms thereof, which approval
along with the details of the bonds as sold, shall be set forth in a resolution
of the City Council duly adopted.
Section 3. The bonds sha.l.l be executed on behalf of the Gity by
the Mayor and City Clerk and shall have impressed thereon the seal of the Cfty.
The facsimile signature of the Mayor may be used upon compliance with the
provisions of Act No. 69 of the Acts of Arkansas for the year 1959. Interest
coupons attached to the bonds shall be executed by the facsimile signature of
the Mayor. The Mayor's facsimile signature shall have the same force and
effect as ifshe had personally signed the bonds and coupons. The bonds shall
be executed by the manua.I signature of the City Clerk. The principal of and
interest on the bonds shall be payable solely out of the Airport Revenue Bond
and Interest Sinking Fund, created pursuant to the provisions of Section 6B of
the 1963 Ordinance presently being maintained (the "Bond Fund") and shall be
a valid claim of the bondholders only against the Bond Fund and the revenues
pledged to the Bond Fund, which revenues (being revenues derived from the
operation of the Municipal Airport) are hereby pledged and mortgaged for the
equal and ratable payment of the principal of and interest on the bonds, with
the 1963 bonds (which rank on a parity with the bonds of this issue) , and shall
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be used for no other purpose except as in the 1963 Ordinance and in this
Ordinance specifically provided. The principal of and interest on the bonds
shall not constitute an indebtedness of the City within any constitutional or
statutory limitation.
Section 4. The bonds and coupons shall be in substantially the
following form and the Mayor and City Clerk are hereby authorized and directed
to make a.l.l recitals contained therein:
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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 1949, as amended, and Act No. 175 of 1959, as amended, and pursuant to
Ordinance No. of the City, adopted and approved on the day of
1975, with an implementing resolution (the "Authorizing Ordinance"),and
the bonds do not constitute an indebtedness of the City within any constitutional
or statutory limitation. The bonds are not general obligations of the City, but
are special obligations secured by a pledge of and payable solely from revenue s
derived from the operation of the Municipal Airport. The pledge securing the
bonds is on a parity of pledge and security with the pledge securing the City's
outstanding Municipal Airport Revenue Bonds dated April 1 , 1963 (the "1963
Bonds") . An amount of such revenues sufficient to pay the principal of and
interest on the bonds (and on the 1963 Bonds) , and to establish and maintain
a debt service reserve, is to be set aside in a special fund for that purpose
created pursuant to the ordinance authorizing the 1963 Bonds and confirmed
and continued by the Authorizing Ordinance. Reference is hereby made to the
Authorizing Ordinance for a detailed statement of the nature and extent of the
security for the bonds, the right to issue parity bonds, 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 wi.l.l always produce sufficient
revenues to provide for the payment of the principal of and interest on the bonds
and the 1963 Bonds, with Trustee's and Paying Agent's fees, to maintain a debt
service reserve, to make required deposits for the depreciation of the Municipal
Airport and to provide for the operation, maintenance and repair of the Municlpal
Airport .
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The bonds are subject to redemption prior to maturity, at the option
of the City, in whole or in part (with there to be no partial redemption of any
bond) , in inverse numerical order, on any interest payment date on and after
April 1, 1980, from funds from any source, at a price of the principal amount
of the bonds being redeemed plus accrued interest to the date of redemption
and,_plus a premium of the principal amount being redeemed as follows:
3% if redeemed April 1,
2-3/4% if redeemed April 1,
2-1/2°~ if redeemed April 1,
2-1/4% if redeemed April 1,
2% if redeemed April 1,
1-3/4% if redeemed April 1,
1-1/2% if redeemed April 1,
1-1/4% if redeemed April 1,
1% if redeemed April 1,
3/4% if redeemed April 1,
1/2% if redeemed April 1,
1/4% if redeemed April 1,
No premiu m thereafter.
19 8 0 or October 1,
1981 or October 1,
1982 or October 1,
19 8 3 or October 1,
19 8 4 or October 1,
19 8 5 or October 1,
198 6 or October 1,
1987 or October 1,
19 88 or October 1,
1989 or October 1,
1990 or October 1,
1991 or October 1,
1980;
1981;
1982;
1983;
1984;
1985;
198 6;
1987;
1988;
1989;
1990;
1991;
Notice of the call for redemption shall be published one time in a newspaper
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 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, proc~ided that funds for its payment are on deposit wlth the Paying
Agent at that time. In addition, notice shall be given by registered or certified
mail to the registered owner of any bond registered as to principa.l~at the address
of such owner reflected on the books of the bond registrar and placed in the mails
not less than fifteen (15) days prior to the date fixed for redemption. If all
outstanding bonds shall be registered as to princlpal, notice by registered
or certified mail to the registered owners thereof shall be sufficlent, and It shall
not be necessary to publish notice of the call for redemption.
This bond may be registered as to principal or as to principal and Interest
and may be discharged from such registration in the manner, with the effect and
subject to the terms and conditions endorsed hereon. Subject to the provisions
for registration endorsed hereon, nothing contained in this bond or in the
Authorizing Ordinance shall affect or Impair the negotiability of this bond, and
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this bond shall be deemed a negotiable instrument under the laws of the State of
Arkansas. This bond is issued with the intent that the laws of the State of
Arkansas wi.l.l goven its construction.
L
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that a1.1 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 wi.l.l
be set aside, a•s set forth 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 West Memphis, Arkansas, by its
City Council, has caused this bond to be signed by the Mayor and City Clerk
thereof (with the facsimile signature of the Mayor and the manual signature of
the City Clerk) and sealed with the seal of the City, and has caused the
interest coupons attached to be signed by the facsimile signature of the Mayor,
all as of the first day of April, 1975 .
ATTEST:
CITY OF WEST MEMPHIS , ARKANSAS
By (facsimille signature)
Mayor
City Clerk
(SEAL)
Page 9
(Form of Coupon)
No. -1975
April
On the first day of October, 19 ,the City of West Memphis,
Arkansas, unless the bond to which this coupon is attached is paid prior
thereto, hereby promises to pay to bearer, solely out of the special fund
specified in the bond to which this coupon is attached.
DOLLARS
in such coin or currency as shall be legal tender for the paymert of public and
private debts at the principal office of
,being six (6) months interest then due on its Municipal
Airport Revenue Bond, Series 1975, dated April 1, 1975, and numbered
CITY OF WEST MEMPHIS, ARKANSAS
By (facsimile signature)
Mayor
On each bond shall appear the following:
CERTIFICATE OF AUTHENTICATION
This is one of the bonds of the issue of Municipal Airport Revenue Bonds,
Series 1975, of the City of West Memphis, Arkansas, described within.
By
(Authorized Signature)
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PROVISIONS FOR REGISTP.I~TION P.ND RECONVERSION
This bond may be registered as 'to principal alone on books of the City,
kept by 'the Trustee as bond registrar, upon presentation hereof to the bond registrar,
which shall make mention of such registration in the registration blank below, and
this bond may 'thereafter be 'transferred only upon an assignment duly executed by
the registered owner or his a't'torney or legal representative in such form as shall
be satisfactory 'to 'the bond registrar, such 'transfer to be made on such books and
endorsed Hereon by the bond registrar. Such transfer may be 'to bearer, and there-
after 'transferability by delivery shall be restored, but this bond shall again be
subject 'to successive registrations and 'transfers as before. The principal of this
bond, if registered, unless registered to bearer, shall be payable only to or upon
the order of the registered owner or his legal representative. Interest accruing on
this bond will be paid only on presen'ta'tion and surrender of the a't'tached in'teres't
coupons as they respectively become due, and no'twi'thstanding the registration of
this bond as 'to principal, 'the appur'tenan't interest coupons shall remain payable
to bearer and shall continue 'to be transferable by delivery; provided, that if upon
registration of 'this bond, or at any time thereafter while this bond is registered
in the name of the owner, the unmatured coupons attached evidencing interest to .
be thereafter paid hereon shall be surrendered to said bond registrar, a s'ta~tement
to that effect will be endorsed hereon by 'the bond registrar and thereafter in'teres't
evidenced by such surrendered coupons may be paid by check or draft of the bond
registrar at 'the times provided herein to the registered owner of this bond by mail
to the address shown on the registration books. This bond when so converted
into a bond registered as to bol-h principal and interest may be reconverted into a
coupon bond a~t the written request of the registered owner and upon presentation
at the office of said bond registrar. Upon such reconversion the coupons repre-
stinting the interest to become due thereafter to the date of maturity will again be
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attached 'to this bond and a statement will be endorsed hereon by the bond
registrar in the registration blank below whether it is then registered as 'to
principal or payable to bearer.
Manner of Signature of
Date of Registration ;Name of Registered Owner : Registration :Bond Registrar
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Section 5 . 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 Airport and its facilities
as will at all times produce sufficient revenues to provide for the payment of
the principal of and interest on all of the outstanding bonds, including the
1963 bonds and the bonds of this issue, as the same become. due, to provide
for Trustee's and Paying Agent's fees, and to make the required deposit for the
depreciation of the Municipal Airport, to provide for the operation, maintenance
and repair of the Municipal Airport and to maintain all funds provided for in the
1963 Ordinance and in this Ordinar~ce at the required levels. 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 6. It is hereby expressly found and declared that the
provisions of Section 9 of the 1963 Ordinance pertaining to the issuance of
parity bonds can be fully met and complied with and that, therefore, the bonds
of this issue shall rank on a parity of security with the 1963 bonds. In this
regard, the required certificate of the independent public accountant referred
to in Section 9 of the 1963 Ordinance will be filed with the Trustee, the Airport
Commission and in the office of the City Clerk prior to the delivery of the bonds.
Section 7. (a) The provisions, covenants, undertakings, stipulations
and obligations of the Airport Commission and the City set forth in the 1963
Ordinance and pursuant to which the 1963 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 other things, and without limitation, the provisions of the
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1963 Ordinance whereby there has been created and is being maintained (1)
an "Airport Revenue 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)
an "Airport Revenue Bond and Interest Sinking Fund" and for the payment into
that fund of the required amounts and disbursements therefrom, (3) an "Airport
Depreciation Fund" and for the payment into that fund of the required amounts
and disbursements therefrom, and (4) an "Airport Operation and Maintenance
Fund" and for the payment into that fund of the required amounts and permitted
disbursements therefrom, all as specified in the applicable sections of the 1963
Ordinance, are hereby continued, ratified and confirmed. Revenues of the
Municipal Airport shall be transferred to as deposited in the funds set forth
above in the following order: (1) the Airport Revenue Fund, (2) the Airport
Operation and Maintenance Fund, (3) the Airport Revenue Bond and Interest
Sinking Fund, and (4) the Airport Depreciation Fund. However, nothing set
forth herein shall affect or impair the nature and description of the pledge se-
curing the 1963 bonds, and the. order of revenues flow set forth above shall be
subject to, and shall be modified as necessary to assure, payment of the 1963
bonds according to the provisions of the 1963 Ordinance.
Inasmuch as the bonds of this issue rank on a parity with the 1963
bonds, the required monthly deposits into the Bond Fund shall be increased by
a sum equal to 1/6 of the next installment of interest and 1/12 of the next in-
stallment of principal (on the bonds or"" ti~~is issue, plus the amount necessary to
provide for Trustee's and Paying Agent's fees, as the same become due. The
intended effect of incorporating the provisions of the 1963 Ordinance herein,
as above provided, shall be to make those provisions fully applicable to the
bonds of this issue, without regard to whether the 1963 bonds are at the time
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outstanding, and the language of the 1963 Ordinance shall be construed and
interpreted to accomplish that intended effect (for instance, references in the
1963 Ordinance to "bonds" or to "bonds of this issue, " or words. of similar
import, shall be construed to include the 1963 Bonds and the bonds now being
issued on a parity therewith under the provisions of this Ordinance) .
(b) The bonds shall mature in accordance with the following schedule:
YEAR AMOUNT YEAR AMOUNT
1977 $1,000 1987 $3,000
1978 2,000 1988 4,000
1979 2,000 1989 4,000
1980 2,000 1990 5,000
1981 2,000 1991 5,000
1982 3,000 1992 5,000
1983 3,000 1993 5,000
1984 3,000 1994 6,000
1985 3,000 1995 7,000
1986 3,000 1996 7,000
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Section 8. The bonds of this issue sha.11 be subject to redemption
prior to maturity in accordance with the provisions in the bond form appearing
in Section 4 hereof.
Section 9. 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 m3 y resign at
any time by ten (10) days' notice in writing to the Secretary of the Airport
Commission, and the majority in principal amount 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 Trustee, the majority in princlpal amount 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
anew Trustee shall be evidenced by a writing duly acknowledged and recorded
in the office of the Circuit Clerk and Ex Officio Recorder for Crittenden Gounty,
Arkansas. Any successor Trustee shall have all the powers herein granted to
the original Trustee. In the event of a change in the office of Trustee the old
Trustee which has resigned or been removed shall cease to be paying agent and the
successor Trustee shall become the paying agent.
Section 10. The City covenants that it shall not take any action or
suffer or permit any action to be taken or condition to exist which causes or -
may cause the interest payable on the bonds to be subject to federal income
taxation. Without limiting the generality of the foregoing, the City covenants
that the proceeds of the sale of the bonds will not be used directly or indirectly
in such manner as to cause the bonds to be treated as "arbitrage bonds" within
the meaning of Section 103 (d) of the Internal Revenue Code of 1954, as amended.
d
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Section 11. 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 and deliver them to
the purchaser upon receipt from the purchaser of the purchase price plus accrued
interest. The Trustee 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
Airport Commission designated "West Memphis Municipal Airport Commission
1975 Construction Fund" in a bank that is a member of the Federal Deposit
Insurance Corporation with a1.1 moneys therein to the extent not insured b.y the
Federal Deposit Insurance Corporation to be secured by bonds or other direct
or fully guaranteed obligations of the United States of America, unless invested
as hereinafter provided. 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 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 Airport Commission,
be invested and reinvested in lawful investments, 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 tl~ credit of the Construction
Fund will be required for accomplishing the improvements or paying the expenses
of authorizing and issuing the bonds, as determined by the Airport Commission in
its discretion.
Section 12. This ordinance shall not create any right of any kind, .and
no right of any kind sha.l.l arise hereunder pursuant to it untie the bonds authorized
by this Ordinance shall be issued and delivered.
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Section 13. The provisions of this ordinance are hereby declared to
be separable, and if any provision shall for any reason be held 111ega1 or
invalid, such holding shall not affect the validity of the remainder of the Ordinance.
Section 14. Al.l ordinances, resolutions and parts thereof in conflict
herewith are hereby repealed to the extent of such conflict .
Section 15. It is hereby ascertained and declared that the present
Municipal Airport facilities are inadequate and by reason thereof there exists
The
a hazard to the life, property and welfare of the inhabitants of the City.
improvements are immediately necessary to alleviate the hazard and can be
accomplished only by the issuance of the bonds. 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 itls passage.
PASSED:~~~ 1 ~ 1975.
ATTEST:
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City Clerk
(SEAL)
APPROVED:
Mayor