HomeMy WebLinkAboutOrdinance 2798 ORDINANCE NO . 0017N
AN ORDINANCE AUTHORIZING THE ISSUANCE Obi ;=PPFC NG /f. 041/
FACILITY REVENUE BONDS ; AUTHORIZING A FIRS SS P-PT,EMEdSAL
TRUST INDENTURE SECURING THE BONDS ; AUTHORIlI�LTN
SALE OF THE BONDS AND THE EXECUTION OF A BONDE
AGREEMENT IN CONNECTION THEREWITH ; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING THERETO ; AND
DECLARING AN EMERGENCY .
WHEREAS , the City of Fayetteville , Arkansas ( the_ " City " ) ,
has acquired , constructed and equipped a convention center
( the " Center " ) in the downtown area of the City , and leased
the Center to the Board of Trustees of the University of
Arkansas for use as a continuing education center ; and
WHEREAS , the City has agreed to issue its revenue bonds
to finance a hotel ( the " Hotel " ) that has been constructed
adjacent to , and for the purpose of serving visitors to ,
the Center ; and
WHEREAS , the City has issued its $ 381 , 000 Parking Facility
Revenue Bonds , dated September 1 , 1981 ( the " 1981 Bonds " ) for
the construction of a two - level parking facility ( the " existing
parking facility " ) on the City-owned lot immediately northeast
of the Center in order to provide adequate parking for visitors
V to the Center and the downtown area ; and
WHEREAS , the 1981 Bonds were issued under and secured by
a Trust Indenture , dated as of September 1 , 1981 , by and between
the City and First National Bank , Fayetteville , Arkansas ; and
WHEREAS , the City has determined that additional parking
space is necessary in order to provide adequate parking for
visitors of the Center and patrons of the downtown area and
that the most feasible way to provide the additional parking
space is to construct a third level to the existing parking
facility ( the " Project " ) ; and
WHEREAS , the estimated cost of the Project , including
the construction costs , architect ' s fees , financing costs and
other costs incidental thereto , is $ 210 , 000 ; and
WHEREAS , the City can finance the estimated Project
costs by the issuance of additional Parking Facility Revenue
Bonds ; and
WHEREAS , copies of the hereinafter described First
Supplemental Trust Indenture and Bond Purchase Agreement have
been presented to and are before this meeting ;
' ` ® 1053 347
NOW , THEREFORE , BE IT ORDAINED by the Board of Directors
of the City of Fayetteville , Arkansas :
Section 1 . That the issuance of Parking Facility
Revenue Bonds ( the " Bonds " ) in the principal amount of $ 210 , 000 is
hereby authorized . The Bonds shall be dated March 1 , 1982 , shall
bear interest at the rate of twelve percent ( 12% ) per annum ,
payable September 1 , 1982 , and semiannually thereafter on each
March 1 and September 1 , and shall mature on March 1 of each of
the following years and in the following amounts :
Maturity Amount
1985 $ 51000
1986 10 , 000
1987 15 , 000
1988 20 , 000
1989 25 , 000
1990 35 , 000
1991 45 , 000
1992 55 , 000
The Bonds shall be issued under the authority of the
Constitution and laws of the State of Arkansas , including
particularly Ark . Acts 1971 , No . 380 , as amended , and Ark . Acts
1949 , No . 468 , as amended .
Section 2 . That the Bonds be sold to First National
Bank , McIlroy Bank & Trust Co . and Northwest National Bank ( the
" Purchasers " ) , for the purchase price of 1000/; of the principal
amount thereof plus accrued interest from the date of the Bonds to
the date of delivery , and upon the terms and conditions set forth
in a Bond Purchase Agreement to be entered into between the City
and the Purchasers ( the " Bond Purchase Agreement " ) . The Bond
Purchase Agreement is hereby approved in substantially the form
submitted to this meeting , and the Mayor is hereby authorized to
execute and deliver the same on behalf of the City in
substantially the form presented to this meeting with such changes
as shall be approved by such persons executing the document , their
execution to constitute conclusive evidence of such approval .
Section 3 . To prescribe the terms and conditions upon
which the Bonds are to be executed , authenticated , issued ,
accepted , held and secured , the Mayor is hereby authorized and
directed to execute and acknowledge a First Supplemental Trust
Indenture by and between the City and First National Bank ,
Fayetteville , Arkansas ( the " Trustee " ) , dated as of the date of
the Bonds ( the " Supplemental Indenture " ) , and the City Clerk is
hereby authorized and directed to execute and acknowledge the
Supplemental Indenture and to affix the seal of the City thereto ,
2
m1G59 348
and the Mayor and City Clerk are hereby authorized and directed to
cause the Supplemental Indenture to be accepted , executed and
acknowledged by the Trustee . The Supplemental Indenture is hereby
approved in substantially the form submitted to this meeting .
Section 4 . That the Mayor and City Clerk , for and on
behalf of the City , be , and they are hereby , authorized and
directed to do any and all things necessary to effect the
execution and delivery of the Supplemental Indenture_, the
performance of all obligations of the City under and pursuant to
the Supplemental Indenture , the issuance , execution , sale and
delivery of the Bonds , the execution and delivery of the Bond
Purchase Agreement , and the performance of all acts of whatever
nature necessary to effect and carry out the authority conferred
by this Ordinance . That the Mayor and City Clerk be , and they are
hereby , further authorized and directed , for and on behalf of the
City , to execute all papers , documents , certificates and other
instruments that may be required for the carrying out of such
authority or to evidence the exercise thereof .
Section 5 . That the City Clerk is hereby authorized and
directed to file in the office of the City Clerk , as a part of the
minutes of the meeting at which this Ordinance is adopted , for
inspection by any interested person a copy of the Supplemental
Indenture and Bond Purchase Agreement , and such documents shall be
on file for inspection by any interested person .
Section 6 . That the law firm of Friday , Eldredge &
Clark , Little Rock , Arkansas , be appointed to act as Bond Counsel
on behalf of the Citv in connection with the issuance and sale of
the Bonds .
Section 7 . That the provisions of this Ordinance are
hereby declared to be separable , and if any section , phrase or
provision shall for any reason be declared to be invalid , such
declaration shall not affect the validity of the remainder of the
sections , phrases and provisions .
Section 8 . That all ordinances , resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict .
Section 9 . That there is hereby found and declared to
be an immediate need for the securing and developing of tourism in
order to provide employment and payrolls , alleviate unemployment
and otherwise benefit the public health , safety and welfare of the
City and the inhabitants thereof , and the issuance of the Bonds
authorized hereby and the taking of the other action authorized
hereby are immediately necessary for the accomplishing of these
public benefits and purposes . It is , therefore , declared that an
3
® 159 349
' k
emergency exists and this Ordinance being necessary for the
immediate preservation of the public peace , health and safety
shall be in force and effect immediately upon and after its
passage . /
PASSED : gkaLcrz 6 1982 .
" 2 ATTEST :
Mayor
City Cle =.k
A _ ( SEAL )
�- r
s •
CERTIFICATE OF RECORD
_ .'. _.«
State of Arkansas ( $$
City of Fayetteville
I, Sherry Rowe, City Clark and Ex-Officio
recorder for the City of Fayetteville, do here-
by certify that the annexed or foregoing is
of record in my office and the same ap-
pears in Ordinance & Resolution book
Of psga, Witness my
hand a seal this day of
19 cp-
City Clerk and Ex-Officio Recorder
CERTIFICATE OF RECORD
STATE OF ARKANSAS SS.
Washington County I
I, Alma L. Kollmeyer, Circuit Clerk and Ex-Officlo Recorder for
Washington County, do hereby certify that the annexed onrr,,f�ore-
going mry§SSS,ttr,�,um� e� n/�t wis filed fort%� in my office on thaZday
of 19��nt_o'clocY!f M, and the same is
duly recorded in 40-4 `& record /OS 1 at pager
Witness my hand and seal thi/sa� Gday
Circuit Clerk and
Officio Reco�rd-edd�- /d
DY V
Derndv CI-•�
4
® 1u59 350
ORDINANCE NO.
AN ORDINANCE AUTHORMNO ,�Lytyy.m•j�e illyy thetas
HE ISSUANCE OF PARKING ted m this useaW with
ACILITY REVENUE BONDS; 1, prostitute!
shelf be •;=Wod by aemh- I
UTHORIZING A FIRST SUP- . paraaa eared g the dNorthen� tMr,
IBMRNTAL TRUST INDENTURE aaaerltion .m ceasahrte maeAsah1, BTATID of ARKANSAS l
SCORING THE BONDS; J}
UTHORIZLYO THE SALE OF THE 7 Section 3. To ch apps he 1. fermi end. an.
ONDS AND THE EXECUTION OF A ; caldltiun upon which the Bony are m county O! W66h1DEtOa
UND PURCHASE AGREEMENT' IN s beeremtad, autheelkated, issued, ac,
ONNECTION THEREWITH ; cep W, held and secured, the Mayor is
UTUHRI ING AND PRESCRIBING u Is.
, hereby authorized and directed1H'
rHZR MATTERS PERTAINING , acute and acknowledge a First . • hereby certify that I
HhUUM; AND DECLARING AN Suppimssnted Trust Indenture by and
MERGENCY. , ' i-between tete City and Final National am the Publisher of THE NO HWEST ARKANSAS TIMER, a daily
WHEREAS, UW L7 d fhyamdlMr :' and being not tete than
.taws lUss „ppp'� 1, tw 1eQuleed, , Bank. FsyateviRe. Arkansas toss newspaper having a second class me111nB Driv11060.
manetdd and agdpped•eatvmUa Tusus' 1, aged ere d the au d the
otr (the "CmuY,l In the do to Bads (the 'Su emented Indeo- tour pages of flue columns each, published In
at a fined place tt business and a
valhep a>d lased the ��. homp'). and tea city Clefts h hereby a fixed (daily) Intervale continuously to the City of Fayetteville, County of
ihe Reaed �, &Mlesade.{Center autherhed and dllected mcxecate aro
rya Arkansas Trustees
u• acanwledge the Supplemmul lndeo- Washington, Arkaneae for more than a period of twelve month{, circulated
. nd
oration tenter; end continuing tuts and n eche the real tl the City
R•Bvpwae use City has m IheceW and ode May" and city Clcrk and distributed from an egtablfehed place of . 0 tyros to subscribers beic eco
oe Ile nemesis, bony m llagree to are hereby audeorhad and dhaeted to I readers generally of all classes in the City & County for 9 definite Druce for
. o its arb tide hes team cera came the Supplemental ladrut a to be I which price was fixed at what 1a
Need adjacent m aro tar too by ate• eeecdad and acknowledged ? each copy, or a fixed prise per annum,
saaewlac nt to.
d Ilss t:enlar; • by dee Trustee. The Supplemental lo- considered the value of the publlcation, based upon the news 'value and
A dmtum R hereby approved it. subeun•
WHEREAS, ass City W iseued la , muy the term submlued to thin service value It contains, that at least fifty percent of the . subscribers
Wpm Parting Fadhry esued w ; nueltnitSeeam e. Thal uta Mayw and ply thereto have paid esah for their subscriptions to the newspaper or its agents
nay. dated SeDlaalbte L inn ((rho perk, IN and on behalf of the City, be, I Or through recognized newt dealers over a period of at least six months;
281 Bonds"I fte fistcryu trucllen at a and they am bemb , authorixd led
'0*10ma) Parking fact I - cute `"- directed to do any and os things I and that the Laid newspaper publishes 6II average of more than forty percent
�nnted lot RduNlaury••I an ONa the awry to effect au erecuum andi news matter.
. � adapeatel delivery tl Uss 5lrppkmenui Indere
cater b o_ a W 'tun, the prfaoanw tl as obuga-
Irking for vsshora to ow cern; m—la non d Ur Ciry unser ere Imsuane m ; I further certify that the legal notice hereto attached 1¢ the matter o
wdwanlomaw; and . •Ate the Supplemental Indenture, the W
WHEREAS, the last Bondswereamnro, seacttua sale and defivery of t
under and eeavmd by • Treat Use Banda, the execution and delivery 'j� /1 1� /\ r
adadme. dated as of September I. a the Bona Pureltaee Agreement, and I 1 ( ,lA ^ 1 t..J•-• ` -Q
in. by and betwas the CityandFlat the ��aw a all ecu d .
;sHmal Back. Fayetteville. Amanse: t whatever utero prof gal m efIM
cant . I. and carry cent the authority confered
WHP.REAS. lhepty hese Eeleemieed py ley Oedlcaoe:That the Ma and ' was published in the regular daily issue of said newspaper for
net additional parking space is Cil clerk be, and they are hereby, I
peaa•ry In toprovid.adertuste t { consecutive insertions ere follows:
Or% a or visitors d Ude Center and further auatorlrnd and directed, fw `
atroa a the downtown area and that i and on behalf d the City, to execute AD _ day of
he se feasible way u pmrlde u,ei papere, documents, certificates and ,the tint insertion on. the
dditional parking s h u car osste wtmmenu that may he ro•
.trvdathudievNuthe imsHppam- 4uaad f; lea. exmint ml d mM day Of 18
ngfacllit Hhe••Prolect'9: and auulodty a• to evidence the "emus the second logo
rtiOn on the
WTIER leaelineated aoltoluer descent.
.'roject, including the cons Ulm ' Swum ed qh S. That the Clerk 19
:ass. uchllect •s feet Ocaaeing msec - hereby authorized and directed m Ole the third Insertion OD the day of
and other costs hxideoml lheseto. a In thedfltta Om Cityperk, ass pad
110.000: an a the mimtes d the meeting at winch 79
WHEREAS, the City can flturce Uss this Ordinance is adapted, for hepar• I and the fourth Insertion on the day Of
.wliou ed Project mu by the no . Um by any Interested person s copy Of
urates, tl ed nthead Parking Facility ' the SuppNmental Indenture and Need
iasenuas sada: •cad .. Purchase AGREEMENT, AND SUCH T1LYw��
WHEREAS.copies d the bereinah" DOCUMENTS SHALL BE ON FILE V
lescribed Fine; Supplemental Treat la FDR INSPECTION BY ANY IN-
fennow and Rad Purchase Apw• TERSSTED PERSON.
ment hetet base Presented to and am SacUm S. That the law fCm of Fit-
refewmbpws,ling: , . .. - .ayl•, FJdredge a perm, wa aoet, Sworn to and subscribed before me on there day o!
NOW THEREFORE, RE R OR- Altoessas, be appointed to set as Rad
DAINFD ere Board d Dimetors d ONCounselmbehalftl lased memneo
Ih CiIY tl oyateville, Arkansas: tlm with Use Isewrae and sale d the I AN`II
Sarum I. That the iseemm of Park- Bads. 19 .
ing Facility Revenues Bads (the Section?. That the previsions of this
•'Edey"I m W principal amount of Ordinance are hereby declared m he
IImOm Is nmby authorized. The separable. and if any section, pheaae �.
Bonds still be dated March 1, Hon, w,gwalm shall In any wean as
shall bar [normal at las nu d twelve decllaredmhemvalld, such deelen- No Public
Qemenl Hxx t per annum, Payable - Um shall not affect the validity of the. I . ,
kaptembar 1. niM andsenuumwlly ' mmalnd;d the eeetlma, ptvasea and
thereafter an each March 1 sed provhlaa.
September 1. and shall mamm an Section a. That all ordinance.
March 1 tl each d less fallowing yah revoluliw and parts thereof m dere, MY Commission —w—sTxfres : _
udlnlM fntlowing amounts: Okt herewith an hereby repealed m U� —
.gamaq• Am bre ' iheeatmtd surf castle{, rY ,
I= o . s : -,!{ 3,000 _SeeUon a.TMllbtre is herebYlurRd�
less •Ip•0
in? 00
and dmlered ri an immediate roved
e y V mo t far the snorter
and Provide
qmt v. .
late Y gat pOp �' , lauriam M min u prwitle rmpbyl `
Iii y,� ( mvnt and Payrella, alleviate;
IasD , :::i eri .' 35-M ♦-' unemdoymenl and otherwise bendil.�J Feet to
PrlDlfn6 —
r r 0:-... 4uce ' me public health, eafely and wetfam or .
Ion .1' Pp�% �•� ;,i� „ : 1M Pity and me idubiunta tnemal. .
Iawnwe bards ahe6 W lasted upas u�ss and the by and t e the Hands., lroria-� Cost of Proof a / � .
alltMhty d to Cdnuutlm and laws ed Iwtrby am .d eking y less ere .I .
•cum ly evead y ar 0, ion:' - , .
a NasuudMkaws, i. Kk 3gpar mediately naeHave tel Ur ac Told
atuMdy Ark. Ace Ins Kw Sap, a Ord""Pushing .I Ince pedk benefits
a 1 and Art. Aces IM, Na esa I . and purposes.eraea. It a, lheeee a! decs Or.
at mamas that a rmerg necessary
tshu and the Q-
tecaea x That B the Banta he def 1 Chadian Gema rwcesaary IN the son-:
Fast National Bap{, Mclhoy Bank a pssMau plth and
ty the bite,
Trot CO. and Nads,% r National pas. health and aslaty ahep pubs Int
Bons (dee ' at 111111% of'1, rte IM ppituhh '. tate sed effect ImaWutNY ttpm sed -
dam pda a Ion% a rued 4*WPa afterusPASS ass
it= the
ssrwla f phot atoned taural •PASSFD: March m IBQ
d Anti;;;mthe
on Bonds to the an;. e:»,4',z tv .�Fw: APPROVED- EL i i k. C E I V E �J
coodiaon at forth M.Baal Nathan Pas ••: '" {# i+�"a i{+;q•d MAYOR 1'�e
AgrOSOMt u be mined into her Of 11 ATTEST: t_ ,. +,�I.j., ,- .l c„ APR 81982
ler City and use Purcbasaa (me seeny� Raw,, .
.•sopa Purchases Agm�mmt'•L no City past w! t'i�figL'¢•."'.;:i?�y'xx
Bad PurctiM Agreemsat ls.bwft '/ 1 '!t {xl.;f'rFbOr:-ti�1:
approved m substantially me ram lea , : ACCOUATS PAYA11"
submitted to ibis rtrwnlL sad the
Ma7a lsed
bbies" wthamaxec"
•adddlate.Ur.•am• Ws.OMuaU.q
the
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF WASHINGTON
CITY OF FAYETTEVILLE
12% PARKING FACILITY REVENUE BOND
No . R- 1 $ 83 , 000
KNOW ALL MEN BY THESE PRESENTS :
That the City of Fayetteville , Washington County ,
Arkansas , a municipality under the laws of the State of
Arkansas ( the " City " ) , for value received , promises to pay to
the registered owner hereof the principal sum of
EIGHTY- THREE THOUSAND DOLLARS
in such coin or currency of the United States of America as at
• • • the tipaos ;f payment shall be legal tender for the payment of
. . . . public • and private debts , and to pay in like coin or currency
• • , intereV% • bn the unpaid balance of said principal amount from the
"Ufte hdr&'of until paid at the rate of twelve per cent ( 12 % } per
• ; annum , such interest to be payable on March 1 and 59ptemlaer. • 1
• , of eao4j• •iear commencing September 1 , 1982 . Prince paol shall• be
• . •
payable, 4ia installments as follows : • .
• Date Amount . . : . . . : .
( March 1 ) • '
1985 $ 11976 • �
1986 31952 „ •
1987 51929 '
1988 7 , 905
1989 9 , 881
1990 13 , 833
1991 17 , 786
1992 21 , 738
Principal shall be payable at the principal office of First
National Bank , Fayetteville , Arkansas ( the " Trustee " and " Paying
Agent " ) . Payment of interest shall be by check or draft to the
registered owner as shown oil the bond registration books of the
City maintained by the Z3! Stee ;
. :
This Bond , •designatee " City of Fayetteville , Arkansas
Parking Facility Revenue Bond , " is one of an issue of Bonds in
the principal •amount ' ;Cf Two* Hundred Ten Thousand Dollars
( $ 210 , 000 ) ( the 163982 •Bonds " ) , • , *Phe City has heretofore issued
Parking Facility Revenue Bonds , dated September 1 , 1981 , in the
aggregate principal amount of Three Hundred Eighty- One Thousand
Dollars ( $ 381 , 000 ) ( the " 1981 Bonds " ) and the 1982 Bonds are
issued on a parity of security with the 1981 Bonds . The 1981 Bonds
and the 1982 Bonds will be referred to herein as the " Bonds . " The
Bonds are all issued under and are all equally and ratably
secured and entitled to the protection given by a Trust
Indenture ( the " Indenture " ) , dated as of September 1 , 1981 ,
duly executed and delivered by the City to the Trustee , which
Indenture is recorded in the office of the Circuit Clerk and
Ex- Officio Recorder of Washington County , Arkansas , and
reference is hereby made to the Indenture and all indentures
supplemental thereto ( including a First Supplemental Trust
Indenture , dated as of March 1 , 1982 , setting forth the details
of , and certain other matters necessary by virtue of the issuance
of , the 1982 Bonds , duly executed , delivered and recorded ) for the
provisions , among others , with respect to the nature and extent
of the security , the rights , duties and obligations of the
City , the Trustee and the holders and registered owners of the
' 1 $6nds , and the terms upon which the Bonds are issued and
• . se� cureci ► e • • The Bonds ( including the 1982 Bonds ) are being issued
0 0 , 0 for the *purpose of financing a portion of the costs of
, 00 , copstrogt%ng a three level parking facility ( the " Project " ) at the
, ' : C3ty , z'e{S2iring and widening a street adjacent to the Project atld
• • paying expenses of issuing the Bonds . 0 0
• 0 00 . 00 . . .
• „ •The Bonds are issued pursuant to z�nd• e • in full 0 0 0
: • 06mpli%h"d with the Constitution and laws of the State of
' Atkansas , particularly Ark . Acts 1971 , No . 380 , as amended ; , AL'k .
Acts 1949 , No . 468 , as amended , and Ark . Acts 19750
, .No: 977 , as •
amended , and pursuant to Ordinance No . 2762 of the .City , passed ' ' '
and approved on the 6th day of October , 1981 , as•% amender4 , tjnd
supplemented by Ordinance Nos . 2798 and 2800 of the City ,b"i;h
passed and approved on the 16th day of March , 1982 , Vildh
ordinances authorized the execution and delivery of the
Indenture . The Bonds are not general obligations of the City ,
but are special obligations payable solely from ( 1 ) 50% of the
surplus moneys ( as therein defined ) in the Pledged Revenue Fund
created by Section 502 of the Trust Indenture dated October 1 ,
1979 , securing the City ' s Continuing Education Center Revenue
Bonds , Series 1979 , dated October 1 , 1979 , except there shall not
be included as surplus moneys the parking revenues derived from
the CEC lots identified below ( which surplus moneys will be
hereafter referred to as " $arplus CEC Revenues " ) , and ( 2 ) net
revenues ( gross reveAwes' Iess; oFjeration and maintenance expenses )
derived from the Citp;es • parki:4%, acilities , subject to the City ' s
pledge of revenues derived ' fzbm those City- owned off - street
parking lots ( the " CEC lots " ) , the revenues of which are pledged
to the Contin uing• 6 a•C2on Center Revenue Bonds , Series 1979 ,
dated October 1 , �9 �9�. . : ,
. . . , . . ,
2
The holder of this Bond shall have no right to enforce
the provisions of the Indenture or to institute action to enforce
the covenants therein , or to take any action with respect to any
event of default under the Indenture , or to institute , appear in
and defend any suit or other proceeding with respect thereto ,
except as provided in the Indenture . In certain events , on the
conditions , in the manner and with the effect set forth in the
Indenture , the principal of all the Bonds issued under the
Indenture and then outstanding may be declared and may become due
and payable before the stated maturity thereof , together with
accrued interest thereon .
Modifications or alterations of the Indenture , or of
any indenture supplemental thereto , may be made only to the extent
and in the circumstances permitted by the Indenture .
The Bonds shall be subject to redemption prior to
maturity as follows :
( 1 ) The Bonds shall be redeemed from the proceeds of
• • • • 9 condemrnat•ion of all or substantially all of the Project , in whole
. . . . put note •irr part , at any time , at a redemption price equal to the
princiZla'i% amount being redeemed plus accrued interest to the
' : Y611emp1fibn date . 0 •
• , • • • • • e ( 2 ) Principal installments of the Bonds ' shall • be '
'redeemed„ in whole or in part , in multiples of $ 1 , 0009 • 4(oaom time to
go
0 otlVie o% Oeoth interest payment date in inverse chronolpgical order
of maturity ( and by lot within a maturity ) , from Boncj , Fpnd rJQvAYs
to the extent provided in Section 503 of the Inderfture , • at a
redemption price equal to the principal amount being oredeemed• Aus
accrued interest to the redemption date . • : • •
. . .
( 3 ) The Bonds may be redeemed on any interest pclWeflt
date , at the option of the City , from funds from any other source ,
in whole but not in part , at a redemption price equal to the
principal amount of the Bonds being redeemed plus accrued interest
to the date of redemption .
The Trustee , at the expense of the City , shall mail
notice of the call for redemption by first class mail placed in the
mails not less than thirty ( 30 ) days prior to the date fixed for
redemption to the registered owner of any Bond called for
redemption , in whole • or, in ,part , addressed to such registered
owner ' s registered add1e$ g . : Egoh notice shall specify the Bond
numbers , the date of ogre Bonds „ t�re maturity dates and amounts of
principal installments beim} called , and the date on which the
Bonds shall be presented for payment . After the date specified in
such call , the priricip W amounts so called will cease to bear
interest provided f�nde Eor th� i•r payment have been deposited with
• , • , . . ,
• • • •
3
• • • , ,
• . .
00
the Trustee . The registered owner of each Bond so called shall
surrender his Bond to the Trustee for payment of the principal
amount being redeemed and endorsement of such redemption payment
hereon and notation on the registration books or for cancellation
if redeemed in full .
This Bond shall at all times be registered as to
principal and interest and may be transferred with the effect and
subject to the terms and conditions endorsed hereon and set forth
in the Indenture .
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 1982 Bonds do
exist , have happened and have been performed in due time , form and
manner as required by law ; that the indebtedness represented by
the 1982 Bonds , together with all obligations of the City , does
not exceed any constitutional or statutory limitation ; and that
X''A7e above referred to revenues pledged to the payment of the
' 0pfincipal of , premium , if any , and interest on the 1982 Bonds as
• • •the same • become due and payable will be sufficient in amount for
too . •that pirrpolse .
0 00
0 0 0
000000 • • This Bond shall not be valid or become obligatory fpr
• ; any purpose or be entitled to any security or benet'it' unddro %le ;
Indenbire * until the Certificate of Authentication • he'eon shall '
*have beep• signed by the Trustee . 0
. . 00 0 0 0 '
IN WITNESS WHEREOF , the City of Fayettevil7,e ,• Ark4ps3s ,
has caused this Bond to be executed by its Mayor aridetitty Clerk ,
thereunto duly authorized ( one signature may be facsim&le but one '
must be manual ) , and its corporate seal to be affixe6,• *all • pjy ,of • • •
the first day of March , 1982 . , • • •
0 .
so
CyT OF FAY , ?4:4
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Mayo
City Cle t
( SEAL )
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TRUSTEE ' S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the
provisions of the within mentioned Indenture .
FIRST NATIONAL BANK
Fayetteville , Arkansas
TRU
By
p �Authori ed Signature
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PROVISIONS FOR REGISTRATION AND TRANSFER
This Bond may be transferred only upon an assignment
duly executed by the registered owner or his attorney 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 . The principal of and
interest on this Bond shall be payable only to or upon the
order of the registered owner or his legal representative .
. Signature of
Date of Registration : Name of Regis red Owner and Registrar
: First National Bank
: Fayetteville , Arkansas Za. [ �i9•
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RECORD OF PARTIAL REDEMPTION
Maturity of Prin- Total of Such Signature
cipal Installment Principal Amount of
Redemption Date Redeemed ( Date ) Installment Redeemed Trustee
. .
. . . . . . . . . .
7
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF WASHINGTON
CITY OF FAYETTEVILLE
12% PARKING FACILITY REVENUE BOND
No. R-2
KNOW ALL MEN BY THESE PRESENTS:
$83,000
That the City of Fayetteville, Washington County,
Arkansas, a municipality under the laws of the State of
Arkansas (the "City"), for value received, promises to pay to
the registered owner hereof the principal sum of
EIGHTY-THREE THOUSAND
DOLLARS
,••,
•
an"such spin or currency of the United States of America as at
tie time••of• payment shall be legal tender for the. pay feat: of..•
• .
public p%d•,private debts, and to pay
in like coin.or currency
•,•
•
s,lt�rest•dc1 the unpaid balance of said
principal Q•uit from the.
,•'
date heredf until paid at the rate of
twelve percent (12%) per
•;.
• • :
annum, suok: interest to be payable on March 1 and September 1•
oS each year commencing September 1,
1982. Priridijmal s'f7I be...
'
pgyle en,jtistallments as follows:
.
, , ,
Date
Amount
(March 1)
•••
1985
$ 1,976
1986
3,952
1987
5,929
1988
7,905
1989
9,881
1990
13,833
1991
17,786
1992
21,738
Principal shall be payable at the principal office of First
National Bank, FayetteviJ•Pe,•p.rk%nsf(the "Trustee" and "Paying
Agent"). Payment of intb%e%t thtl!.be by check or draft to the
registered owner as shot'dn'therbbdd registration books of the
City maintained by the Trustee.
This Bond „ deptgnaled "City of Fayetteville, Arkansas
Parking Facility Revefylie'BOnQ," iS Cne of an issue of Bonds in
the principal amo.f$t of 'Two Hu9i red Ten Thousand Dollars
($210,000) (the "1982 Bonds"). The City has heretofore issued
Parking Facility Revenue Bonds, dated September 1, 1981, in the
aggregate principal amount of Three Hundred Eighty -One Thousand
Dollars ($381,000) (the "1981 Bonds") and the 1982 Bonds are
issued on a parity of security with the 1981 Bonds. The 1981 Bonds
and the 1982 Bonds will be referred to herein as the "Bonds." The
Bonds are all issued under and are all equally and ratably
secured and entitled to the protection given by a Trust
Indenture (the "Indenture"), dated as of September 1, 1981,
duly executed and delivered by the City to the Trustee, which
Indenture is recorded in the office of the Circuit Clerk and
Ex -Officio Recorder of Washington County, Arkansas, and
reference is hereby made to the Indenture and all indentures
supplemental thereto (including a First Supplemental Trust
Indenture, dated as of March 1, 1982, setting forth the details
of, and certain other matters necessary by virtue of the issuance
of, the 1982 Bonds, duly executed, delivered and recorded) for the
provisions, among others, with respect to the nature and extent
prthe security, the rights, duties and obligations of the
City, the Trustee and the holders and registered owners of the
• goncls, a3ad the terms upon which the Bonds are issued and
secured.••*'I a Bonds (including the 1982 Bonds) are• l?eing•'i$$ued• • • •
• for , thg•,-pµrpose of financing a portion of %Ule' cos'ts' of •
• t;OMStructtYg a three level parking facility (the "B o, ect") at the.
• City, repairing and widening a street adjacent to•the Project and •
paying expanses of issuing the Bonds. .'
.• • 0••e•
,•,The Bonds are issued pursuant to 'arid in • full
• • •
tompliance with the Constitution and laws of* the • • , e State of.
Arkansas, particularly Ark. Acts 1971, No. 380, as*amendeo'•Ark.
Acts 1949, No. 468, as amended, and Ark. Acts 1975, No. j7 as
amended, and pursuant to Ordinance No. 2762 of the City,'patsed
and approved on the 6th day of October, 1981, as amended and
supplemented by Ordinance Nos. 2798 and 2800 of the City, both
passed and approved on the 16th day of March, 1982, which
ordinances authorized the execution and delivery of the
Indenture. The Bonds are not general obligations of the City,
but are special obligations payable solely from (1) 50% of the
surplus moneys (as therein defined) in the Pledged Revenue Fund
created by Section 502 of the Trust Indenture dated October 1,
1979, securing the City's Continuing Education Center Revenue
Bonds, Series 1979, dated October 1, 1979, except there shall not
be included as surplus rengys ttr parking revenues derived from
the CEC lots identifieC•,bE.2oW ;(w%tch surplus moneys will be
hereafter referred to la"51irp21]s'•CEC Revenues") , and (2) net
revenues (gross revenues less operation and maintenance expenses)
derived from the City,'s parking facilities, subject to the City's
pledge of revenues *c?e;7i:vede from those City -owned off-street
parking lots (the "CEc•2pes",)•, the revenues of which are pledged
to the Continuing EdUcation'Center"Revenue Bonds, Series 1979,
dated October 1, 1979.
The holder of this Bond shall have no right to enforce
the provisions of the Indenture or to institute action to enforce
the covenants therein, or to take any action with respect to any
event of default under the Indenture, or to institute, appear in
and defend any suit or other proceeding with respect thereto,
except as provided in the Indenture. In certain events, on the
conditions, in the manner and with the effect set forth in the
Indenture, the principal of all the Bonds issued under the
Indenture and then outstanding may be declared and may become due
and payable before the stated maturity thereof, together with
accrued interest thereon.
Modifications or alterations of the Indenture, or of
any indenture supplemental thereto, may be made only to the extent
and in the circumstances permitted by the Indenture.
The Bonds shall be subject to redemption prior to
=naterity as follows:
(.1) The Bonds shall be redeemed from the proceeds of
• • , ; condemnation of all or substantially all of the Prpject, i•$ W11ole• ••
• but pot •ic}•part, at any time, at a redemption pride.'atlual Yo"the • ,
pkit4.ipa1 '8mount being redeemed plus accrued interest to the.
• ' redemption' "'�'
date.
. () Principal installments of the $Of4fq s1ZAV1'• be•
}�•deemed.•j.p whole or in part, in multiples of $1, 000', from tune to
' " time on each interest payment date in inverse chroriological.o.rder••••
of maturity (and by lot within a maturity), from Boric*Funct•morieys
to the extent provided in Section 503 of the Indenturr,,gt a
redemption price equal to the principal amount being redeemed plus
accrued interest to the redemption date.
(3) The Bonds may be redeemed on any interest payment
date, at the option of the City, from funds from any other source,
in whole but not in part, at a redemption price equal to the
principal amount of the Bonds being redeemed plus accrued interest
to the date of redemption.
The Trustee, at the expense of the City, shall mail
notice of the call for redemption by first class mail placed in the
mails not less than thirty (39) e1py�s•,prior to the date fixed for
redemption to the regi t fld pwit of any Bond called for
redemption, in whole orn'.i5art,' btdressed to such registered
owner's registered address. Each notice shall specify the Bond
numbers, the date of the Bonds, the maturity dates and amounts of
principal installments ;being: called,• and the date on which the
Bonds shall be presentgdot j yment••After the date specified in
such call, the print'Tpal amounts SO' called will cease to bear
interest provided funds for their payment have been deposited with
• . . .3. . . .
.. • .
• . . . . .
the Trustee. The registered owner of each Bond so called shall
surrender his Bond to the Trustee for payment of the principal
amount being redeemed and endorsement of such redemption payment
hereon and notation on the registration books or for cancellation
if redeemed in full.
This Bond shall at all times be registered as to
principal and interest and may be transferred with the effect and
subject to the terms and conditions endorsed hereon and set forth
in the Indenture.
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 1982 Bonds do
exist, have happened and have been performed in due time, form and
manner as required by law; that the indebtedness represented by
the 1982 Bonds, together with all obligations of the City, does
xiob•pxceed any constitutional or statutory limitation; and that
ttt•above referred to revenues pledged to the payment of the
pl-sncipal•af, premium, if any, and interest on the 1982 Bonds as
,, tfie same become due and payable will be sufficient, }n amount fors•••
• • • • that•purpgse. •• • ••
This Bond shall not be valid or become.dbT1gatory for••.
any purpcace.:or be entitled to any security or benefit under the •
Indenture until the Certificate of Authentication•hereon••a%all
• . • •• • • • • • • • •
.
] a,ve,bee;r;igned by the Trustee.
• •• • •
IN WITNESS WHEREOF, the City of Fayettevitl&, ArkaMLSas,
has caused this Bond to be executed by its Mayor and City•C1•srk,
thereunto duly authorized (one signature may be facsimile Uone
must be manual), and its corporate seal to be affixed, all as of
the first day of March, 1982.
CByT�ILLE, A KANSAS
ATTEST /QQ�/yyJJ
Mayor
City Cle
(SEAL)
• •
•
•q,•
••
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the
provisions of the within mentioned Indenture.
FIRST NATIONAL BANK
Fayet tville, Arkansas
By
Authorized Signature —
- 4.cJ4t _/
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PROVISIONS FOR REGISTRATION AND TRANSFER
This Bond may be transferred only upon an assignment
duly executed by the registered owner or his attorney 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. The principal of and
interest on this Bond shall be payable only to or upon the
order of the registered owner or his legal representative.
. Signature of
Date of
Registration:
Name of Registered
Owner:
nd Registrar
:Mcllroy
Bank
& Trust Co.
:Fayetteville,
Arkansas•
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RECORD OF PARTIAL
REDEMPTION
Maturity of Prin-
Total of Such
Signature
cipal Installment
Principal
Amount
of
Redemption
Date
Redeemed (Date)
Installment
Redeemed
Trustee
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• S.
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF WASHINGTON
CITY OF FAYETTEVILLE
12% PARKING FACILITY REVENUE BOND
No. R-3
KNOW ALL MEN BY THESE PRESENTS:
$44,000
That the City of Fayetteville, Washington County,
Arkansas, a municipality under the laws of the State of
Arkansas (the "City"), for value received, promises to pay to
,the registered owner hereof the principal sum of
• ,• .. FORTY-FOUR THOUSAND DOLLARS
• • ,
• • • •• 0000
• i7n.such'toin or currency of the United States of America as at
• ' ' ' „t1'p• tim&.•bf payment shall be legal tender for the payment of
public aA8 private debts, and to pay in like coin or currency
• interest 'on the unpaid balance of said principal amount from the
date ht;reccf until paid at the rate of twelve per cent„ (.2%) pere
• • • „annum, •sw7h interest to be payable on March 1 and Saj3t�mbef• r'
•t •eac'h••ylar commencing September 1, 1982. Principal shall be
payable in installments as follows: "•'
Date Amount •• 0.00••
(March 1) •'
. ..
1985 $ 1,048 0.00•' '•
.
1986 2,096 qG • •••
1987 31142,_ 0
1988 4,190
1989 5,238
1990 7,334
1991 9,428 q )q
1992 11,524 51
Principal shall be payable at the principal office of First
National Bank, Fayetteville, Arkansas (the "Trustee" and "Paying
Agent"). Payment of interest shall be by check or draft to the
registered owner as shown on the bond registration books of the
City maintained by the afu tee...
This Bond, deeicJlted••"city of Fayetteville, Arkansas
Parking Facility Revenue Bond," is one of an issue of Bonds in
the principal amount, of Two Hundred Ten Thousand Dollars
($210,000) (the "1988L:Bbndq�). Tr City has heretofore issued
0
•
•
0.00
0.00
Parking Facility Revenue Bonds, dated September 1, 1981, in the
aggregate principal amount of Three Hundred Eighty -One Thousand
Dollars ($381,000) (the "1981 Bonds") and the 1982 Bonds are
issued on a parity of security with the 1981 Bonds. The 1981 Bonds
and the 1982 Bonds will be referred to herein as the "Bonds." The
Bonds are all issued under and are all equally and ratably
secured and entitled to the protection given by a Trust
Indenture (the "Indenture"), dated as of September 1, 1981,
duly executed and delivered by the City to the Trustee, which
Indenture is recorded in the office of the Circuit Clerk and
Ex -Officio Recorder of Washington County, Arkansas, and
reference is hereby made to the Indenture and all indentures
supplemental thereto (including a First Supplemental Trust
Indenture, dated as of March 1, 1982, setting forth the details
of, and certain other matters necessary by virtue of the issuance
,oJ" the 1982 Bonds, duly executed, delivered and recorded) for the
;WQvisions, among others, with respect to the nature and extent
o9, the security, the rights, duties and obligations of the
•'City, the•Trustee and the holders and registered owners of the
• Bonds, 'dncJ the terms upon which the Bonds are issued and
• • „§r.oured'•'•Xhe Bonds (including the 1982 Bonds) are being issued
for the'•purpose of financing a portion of the costs of
• constructing a three level parking facility (the "Project") at the
City, Ltpnnring and widening a street adjacent to the Project and•
• • „paying ,expenses of issuing the Bonds. •• •.
.. .
The Bonds are issued pursuant to an&mih full
compliance with the Constitution and laws of the •State of
Arkansas, particularly Ark. Acts 1971, No. 380, as amended, Ark:•
Acts 1949, No. 468, as amended, and Ark. Acts 1975, No.•977, as
amended, and pursuant to Ordinance No. 2762 of the Cjtp0, passeq}
and approved on the 6th day of October, 1981, as ��baded'ac2d•
supplemented by Ordinance Nos. 2798 and 2800 of the City, botb.
passed and approved on the 16th day of March, 1982, wfia•ch:
ordinances authorized the execution and delivery of the
Indenture. The Bonds are not general obligations of the City,
but are special obligations payable solely from (1) 50% of the
surplus moneys (as therein defined) in the Pledged Revenue Fund
created by Section 502 of the Trust Indenture dated October 1,
1979, securing the City's Continuing Education Center Revenue
Bonds, Series 1979, dated October 1, 1979, except there shall not
be included as surplus moneys the parking revenues derived from
the CEC lots identified below (which surplus moneys will be
hereafter referred to as "Surplus CEC Revenues"), and (2) net
revenues (gross revenues•less operation and maintenance expenses)
derived from the City' s:fiatJeing:£axjlities, subject to the City's
pledge of revenues den1v%d fien %those City -owned off-street
parking lots (the "CEC lots"),'thd revenues of which are pledged
to the Continuing Education Center Revenue Bonds, Series 1979,
dated October 1, 19•'19.: ;
2
•
•
•
•
The holder of this Bond shall have no right to enforce
the provisions of the Indenture or to institute action to enforce
the covenants therein, or to take any action with respect to any
event of default under the Indenture, or to institute, appear in
and defend any suit or other proceeding with respect thereto,
except as provided in the Indenture. In certain events, on the
conditions, in the manner and with the effect set forth in the
Indenture, the principal of all the Bonds issued under the
Indenture and then outstanding may be declared and may become due
and payable before the stated maturity thereof, together with
accrued interest thereon.
Modifications or alterations of the Indenture, or of
any indenture supplemental thereto, may be made only to the extent
and in the circumstances permitted by the Indenture.
• • The Bonds shall be subject to redemption prior to
•, maturity as follows:
• •• (1) The Bonds shall be redeemed from the proceeds of
•'' „9ondemn�,tlpn of all or substantially all of the Project, in whole
•but not•ipart, at any time, at a redemption price equal to the
• principal amount being redeemed plus accrued interest to the
• redemp'giori date.
••'' • • •• •(2) Principal installments of the Bonds shall be
•
redeemed, in whole or in part, in multiples of $1,000, lVdnftime to
time on each interest payment date in inverse chronological order
of maturity (and by lot within a maturity), from Bond Fund mone.yi.
to the extent provided in Section 503 of the Indenture, ha
redemption price equal to the principal amount being r@deewwed p,.u$
accrued interest to the redemption date.
(3) The Bonds may be redeemed on any interest payment:
date, at the option of the City, from funds from any other source,
in whole but not in part, at a redemption price equal to the
principal amount of the Bonds being redeemed plus accrued interest
to the date of redemption.
The Trustee, at the expense of the City, shall mail
notice of the call for redemption by first class mail placed in the
mails not less than thirty (30) days prior to the date fixed for
redemption to the registered owner of any Bond called for
redemption, in whole or in part, addressed to such registered
owner's registered addrtss•. Ehnotice shall specify the Bond
numbers, the date of th6•J33pis,:th5maturity dates and amounts of
principal installments•.)3&i r g c4ll%d, and the date on which the
Bonds shall be presented for payment. After the date specified in
such call, the principal amounts so called will cease to bear
interest provided Aa!ids;for:Eheir Ravment have been deposited with
• 3
•
•
•
the Trustee. The registered owner of each Bond so called shall
surrender his Bond to the Trustee for payment of the principal
amount being redeemed and endorsement of such redemption payment
hereon and notation on the registration books or for cancellation
if redeemed in full.
This Bond shall at all times be registered as to
principal and interest and may be transferred with the effect and
subject to the terms and conditions endorsed hereon and set forth
in the Indenture.
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 1982 Bonds do
exist, have happened and have been performed in due time, form and
•mgpner as required by law; that the indebtednessrepresented by
:.Ch p 1982 Bonds, together with all obligations of the City, does
.not exceed any constitutional or statutory limitation; and that
• •'d abpvc•referred to revenues pledged to the payment of the
..
principal of, premium, if any, and interest on the 1982 Bonds as
..
„ M sam.7S�come due and payable will be sufficient in amount for
•that purpose.
•
z0••••jThis Bond shall not be valid or become obl%cjatory (or.
• • • „any purpose or be entitled to any security or bene£i•C,t dert•Yie•
• 0 •13-rienttwt until the Certificate of Authentication heron shall
have been signed by the Trustee. 0000.0
IN WITNESS WHEREOF, the City of Fayetteville*,• Arkan a4.
has caused this Bond to be executed by its Mayor and City Clerk,
thereunto duly authorized (one signature may be facsiCii,2A, but ,qnp
must be manual), and its corporate seal to be affixed,•••all ag.Of
the first day of March, 1982.
By _
TV
B_RKANSAS
__
ATTEST•
Mayor
City Cle
(SEAL)
.. ,
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• 4•
555
S.
•
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the
provisions of the within mentioned Indenture.
FIRST NATIONAL BANK
Fayet ille, Arkansas
TRUS E
By
Authori ed Signature �/ ^
COI enc t•
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PROVISIONS FOR REGISTRATION AND TRANSFER
This Bond may be transferred only upon an assignment
duly executed by the registered owner or his attorney 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. The principal of and
interest on this Bond shall be payable only to or upon the
order of the registered owner or his legal representative.
. Signature of
Date of Registration: Name of Registered Owner: Sond Registrar
:Northwest National Bank ..��
:Fayetteville, Arkansas ifa
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RECORD OF PARTIAL REDEMPTION
Redemption Date
Maturity of Prin- Total of Such Signature
cipal Installment Principal Amount of
Redeemed (Date) Installment Redeemed Trustee
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Thi, IngnjmeaI prepared by.
l mc, W. Smith. Fsq. -
SMITH HURST, PLC
226W. Dikes. Street. suite 201
W,u¢villq Mm,u 72701
RELEASE OF TRUST INDENTURE
Bank of America (as successor in interest to First National Bank, Fayetteville,
Arkansas), a national banking association ("Trustee"), hereby certifies that the Trust Indenture
dated as of September 1, 1981 and filed for record November 20, 1981 intas Book 1047 at Page
426 and executed by First National Bank, Fayetteville, Arkansas as Trustee and the City of
Fayetteville, Arkansas as the City, (the "Trust Indenture"), together with all loans,
indebtedness, and debt secured by such Trust Indenture, have been fully paid, satisfied, released,
and discharged, and that all such property secured thereby has been forever released from the
lien of said Trust Indenture.
IN WITNESS HEREOF, the undersigned has executed this Release of Trust Indenture
effective as of this day of October, 2011.
TRUSTEE:
BANK OF AMERICA
(as successor in interest to First National Bank,
Fayetteville, Arkansas)
By;
ignature)
Print Name:
Title: S 1p
ACKNOWLEDGMENT
STATE OF____________
I )ss.
COUNTY OF U4SH1N672Ai )
On this _d_ day of October, 2011, before me, a Notary Public duly commissioned,
qualified and acting, within and for the said County and State appeared in person the within
na,(ned �i�RRfi—N��nrR to me personally well known, who stated that he/she was the
5n1�r VV ICC P�Sic�en G of Bank of America (as successor interest to First National Bank,
Fayetteville, Arkansas) (the "Bank") and was fully authorized in such capacity to execute the
foregoing instrument for and in the name and behalf of said Bank, and further stated and
acknowledged that he had so signed, executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
day of October, 2011.
My Commission expires:
NOTARY PUC IC
YNQ °l
I--
1361 N0V 20 hEE111(108
16,5 `��C RCU�� CLERK ft ftK. .
TRUST INDENTURE
BY AND BETWEEN
CITY O£ FAYETTEVILLE, ARKANSAS
AND
FIRST NATIONAL BANK
Fayetteville, Arkansas
Dated as of September 1, 1981
This Inetrunwd prepared by
FRIDAY,ELDREDGE & CLARK
Tto Pod Rrtlaal BuMM TemteN Poe
tads Rock. Nhansaa 72201
(,•114'1 4Z6
TABLE OF CONTENTS
Parties
-
1
Recitals
1
Bond Form
3
Grunting
Clauses
10
ARTICLE I
DEFINITIONS
Section
101
Definitions
13
Section
102
Use of Words
15
ARTICLE II
THE BONDS
Section
201
Authorized Amount of Bonds
16
Section
202
Details of Bonds
16
Section
203
Execution of Bonds, Limited Obligation
16
Section
204
Authentication
17
Section
205
Form of Bonds
17
Section
206
Delivery of Bonds
17
Section
207
Indenture Superior to Laborer's,
Etc., Liens
17
Section
208
Mutilated, Destroyed or Lost Bonds
17
Section
209
Registration of Principal and Interest
18
Section
210
Cancellation
18
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section
301
Redemption of Bonds
19
Section
302
Notice
19
ARTICLE IV
OENESAL COVENANTS
Section
401
Payment of Principal and Interest
20
Section
402
Performance of Covenants
20
Section
403
City Warrants Title, Instruments of
Further Assurance-
20
Section
404
Payments of Taxes, charges, etc.
21
Section
405
Obligations to Maintain and Repair
21
Section
406
Recordation of Trust Indenture
21
Section
407
Inspection of Books of Record and Account
21
Section
408
Covenant not to Sell or Dispose of
Interest in Trust Estate and Not to
Encumber Except in Accordance with Trust
Indenture
21
""IC47 427
Section 409
enant Not to Violate Section
22
103(c) of the IRC
ARTICLE V
REVENUES AND EUHDS
Section 501
Creation of Bond Fund
23
23
Section 507
Payments into Bond Fund
23
section 503
504
Use of Moneys in Bond Fund
Custody of Bond Fund and Withdrawals Therefrom
Section
23
by Trustee
23
section 505'
Non- presentment of Sonde
24
Section 506
Moneys to be Held in Trust
24
Section 507
Termination of Rights
ARTICLE VI
CUSTODY AND APPLICATION OP
PROCEEDS OF BONDS
Section 601
Deposits Into the Construction Fund
25
25
Section 602
Disbursements From Construction Fund
nce Used for
Paid Btoa
Section 603
Whn all Project
0ortTransferred a are
Bond Fund
25
Purchase of Bonds
ARTICLE VII
INVESTMENTS
Section 701
Investment of Moneys in Construction Fund and
26
Other Funds
ARTICLE VIII -
POSSESSION, USE AND RELEASE OF
MORTGAGED PROPERTY
Section 801
City's Right to Possess. Use and Enjoy 27
Pursuant i io
Bastion 802
•
trustee Authorized,
Cityto Release Lien in Eventat
27 27
Partial Condemnation
•
ARTICLE IX
DISCHARGE OF LIEN
Section 901
Discharge of Lien
28
ARTICLE X
DEFAULT PROVISIONS; REMEDIES
OF TRUSTEE AND BONDHOLDERS
section 1001
Events of Default
29
29
section 1002
Acceleration
4£8
Section
1003
Trustee's Right to Enter and
Take Possession
29
Section
•1004
Other Remedies; Rights and Obligations
•
With Reference to Remedies
30
Section
1005
Right of Majority of Bondholder& to Take
Charge
31
Section
1006
Appointment of Receiver
31
Section
1007
Waiver by City of Benefit of Laws and
Rights of Approisement and Redemption
31
Section
1000
Application of Available Remedies
32
section
1009
Remedies Vested In Trustee
33
Section
1010
Rights and Remedies of Bondholders
33
Section
1011
Termination of Proceedings
34
Section
1012
Waiver of Events of Default
34
ARTICLE XI
THE TRUSTEE
Section
1101
Acceptance of Trusts
36
Section
1102
Fees, Charges and Expenses of Trustee
38
Section
1103
Notice of Default
39
Section
1104
Intervention by Trustee
39
section
1105
Successor Trustee
39
Section
1106
Resignation by Trustee
40
Section
1107
Removal of Trustee
40
Section
1108
Appointment of Successor Trustee;
Temporary Trustee
40
Section
1109
Acceptance by Successor Trustee
40
section
1110
Right of Trustee to Pay Taxes and
Other Charges
41
Section
1111
Trustee Protected in Relying Upon
Resolutions, etc.
41
Section
1112
Trustee Which has Resigned or Been
Removed Ceases to be Paying Agent
41
Section
1113
Paying Agent's Peas and Charges
42
Section
1114
Appointment of Co -Trustee or Separate
Trustee
42
ARTICLE XII
SUPPLEMENTAL INDENTURES
Section 1201
Supplemental Indentures Not Requiring
Consent of Bondholders
44
Section 1202
Supplemental Indentures Requiring Consent
of Bondholders
44
'"'°1047 429
ARTICLE %III
MISCELLANEOUS
Section 1301
Consents, ate. of Bondholders
46
Section 1302
Limitation of Rights
46
Section 1303
Severability
46
Section 1304
Notice
47
Section 1305
Arkansas Substantive Law Govern
47
Section 1306
Counterparts
47
1947 43®
i
TRUST INDENTURE
This TRUST INDENTURE executed as of the first day of
September, 1981, by and between the CITY OF FAYETTEVILLE.
ARKANSAS, a city of the first close, dull existing under the
laws of the State of Arkansas (the "City ), as party of the
first part, and FIRST NATIONAL BANK, an institution organized
under end existing by virtue of the laws of the United States of
America, with its principal office, domicile and pout office
address in the City of Fayetteville, Arkansas (the "Trustee"),
as party of the second parts
WITNESSETHi
WHEREAS, the city of Fayetteville, Arkansas (the
"City"), has acquired, constructed and equipped a convention
center (the "Center"), and acquired sites for two surface parking
lots (and developed one) in the downtown area of the City, and
leased the Center to the Board of Trustees of the University of
Arkansas for use as a continuing education center; and
WHEREAS, the City has a%reed to Jesus its revenue bonds
to finance a hotel (the "Hotel ) that his been constructed
adjacent to, and for the purpose of serving visitors to, the
Center; and
WHEREAS, the city has determined that in order to
provide adequate parking for visitors to the Center and the Hotel
additional parking spaces are necessary, and that the most
feasible way to provide the additional parking space in to
construct a two level parking facility (the "Project") on the City
owned lot immediately northeast of the er (which was one of
the parking lot sites tacquired in connection with the Center), and
WHEREAS, the City has awarded a contract to Brennan -
Boyd Construction Company for construction of the Project; and
WHEREAS, the estimated cost of the Project, including
the construction contract, arhictect's fees, financing costs and
other costs incidebtel thereto, is $426-,000, awl
WHEREAS, the City has remaining from the proceeds of the
City's revenue bonds issued to finance the Center and related
parking lots and available to apply to the Project approximately
Project costs bcan
issuing its ar Parking Facifinance the balance lity Revenue Bond; of and estimated
WHEREAS, the execution and delivery of this Trust
Indenture (the "Trust Indenture" or the "Indenture") and the
"'-1047 451
issuance of bonds have been in all respects duly and validly
authorized by ordinance of the City Board of Directors adopted
and approved on the 6th day of October, 19811 and
WD6ltAs, the Bonds and the Trustee's Certificate to
be endorsed thereon are to be in substantially the following
form, with necessary and appropriate variations, omissions and
insertions as permitted or required by this indenture, to wit,
_,.1047 42
2
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF WASHINGTON
CITY OF FAYETTEVILLE
12% PARKING FACILITY REVENUE BOND
No. R -I
• • $
KNOW ALL
MEN
BY
THESE
PRESENTS:
That the city of Fayetteville, Washington County,
Arkaneae, a municipality under the laws of the State of
Arkaneas (the "City"), for value received, promises to pay to
the registered owner hereof the principal sum of
THOUSAND 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
public and private debts, and to pay in like coin or currency
interest on the unpaid balance of said principal amount from the
data hereof until paid at the rate of twelve per cent (12%) per
annum, ouch interest to be payable on March 1 and September 1
of each year commencing March 1, 1982. Principal shall be
payable in installments ae follows,
Date Amount
(Sept. 1)
1984 $
1985
1986
1987
1988
1984
1990
1991
Principal shall be payable at the principal office of First
National Bank, Fayetteville, Arkansas (the "Trustee" and "Paying
Agent"). Payment of interest shall be by check or draft to the
registered owner as shown on the bond registration books of the
City maintained by the Trustee.
"1C47 433
3
This Bond, designated "City of Fayetteville, Arkansas
Perking facility Bayonne Bond," is one of an issue of Bonds in
the principal amount of Three Hundred Eighty -One Thousand d Dollars (4381,000)• soured end entitlethe d are s13. to nihe a protection
re alt
eiunlly and ratably " dated as of
given by a Trust Indenture (the nnture)Inde, e City to
Sepember 1,thet Trustee, lwhich,tndanture uLy tie ed aeordedd vins the yoffice of the
Circuit Clerk and Ex- Officio Recorder of Washington County,
all
Arkansas, and roSehereby for made
tthethe
provisione,enture and
among
indentures supplementalthereto
other&, with respect to the nature and extent ofe City, the theTrustee and
security,
tthe ;ighta,he holders Band utia registered owners ooff ththe Bonds, and the terms
upon which the Bonds araissued and oae of Linear ing ua portion ofBonds are
the costs
being issued for the pure the "project") at
of constructing a two -level parking facility
the City and paying expenses of issuing the Bonds.
The Bonds are issued pursuant to and in full
enc with the conntitutiofl and lava the e particularly Ark. Acts 1971, of
No. 380, as amended, Ark.
of
Arkne Ark.
Acts 1949, No to0 dinanceNo
468, as m, 2762 of Lthe City, 9passed
77, as
amended, and pursuant of October, 1981, which ordifiance
and approved an the 6th day
authorized the execution and delivery of the Indenture. The
Bonds are not general obligations ofthe
City,
he but are moneye (as
obligations payable solely from (1) X created bY
502reinthefTrust Ind nturee dated Octobsr�l, Section
deined) in 1979. sec irin4the
city's continuing Education Canter Revenue Bands, Series 1979,
dated October 1, 1979 (which surplus moneys
andjilt
(2) hereafttt
referred to as "Surplus CEO Revenues"),
• (prase revenues lose operation and maintenance expanses) derived
frond all city -owned off-street parkl Co lots, exclusive of the Continuing Education
tote the revenues of which are pledged
t
Center Revenue Bonds, Series 1979, dated October 1, 1979.
The holder of this Bond shall have no right to enforce
the provisions of the Indenture or to i e action with respect toth action to orce
any
the covenants therein, or to take any
end defendfault suit rorh othere proceeding owith t respect s thin
ereto,
except as provided ine z an,denture. In certain events, on the
with the effect get forth in the
conditions, rinclpal of all the Bonds issued under the
indenture, the p
Indenayaasband then le beforetheoutstanding nay
maturitbe y thereof,, together with
become due
and payable
interest thereon.
""'1047 434
Modifications or alteration. of the Indenture, or of
any indenture supplemental thereto, may be made only to the extent
and Sn-the circumatances permitted by the Indenture.
The Bonds shall be subject to redemption prior to
maturity an follows:
(1) The Bonds shall be redeemed from the proceeds of
condemnation of all or substantially all of the Project, in whole
but not in part, at any time, at a redemption price equal to the
principal amount being redeemed plus accrued interest to the
redemption date.
(2) Principal installments of the Bonds shall be
redeemed, in whole or in part, in multiples of $1,000, from time to
time on each interest payment date in inverse chronological order
of maturity (and by lot within a maturity), from Bond Fund moneys
to• the extent provided in Section 503 of the Indenture, at a
redemption price equal to the principal amount being redeemed plus
accrued interest to the redemption date.
(3) The Bonds may be redeemed on any interest payment
date, at the option of the city, from funds from any other source,
in whole but not in part, at a redemption price equal to the
principal amount of the Bonds being redeemed plus accrued interest
to the data of redemption.
The Trustee, at the expense of the City, shall mail
notice of the call for redemption by first class mail placed in the
mails not less than thirty (30) days prior to the date fixed for
redemption to the registered owner of any Bond called for
redemption, in whole or in part, addressed to such registered
owner a registered address. Each notice shall specify the Bond
numbers, the maturity dates and amounts of principal installments
being called, and the date on which the Bonds shall be presented
for payment. After the date specified in such call, the principal
amounts so called will cease to bear interest provided funds for
their payment have been deposited with the Trustee. The
registered owner of each Bond so called shall surrender his fond
to the Trustee for payment of the principal amount being redeemed
and endorsement of such redemption payment hereon and notation on
the registration books or for cancellation it redeemed in full,
This Bond shall at all times be registered as to
principal and interest and may be transferred with the effect and
subject to the terms' and conditions endorsed hereon and set forth
in the Indenture.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required to exist, happen and be
"1947 4S5
performed precedent to and in the issuance of the Bonds do exist,
have happened and have been performed in due time, form and manner
an required by law; that the indebtedness represented by the
Bonds, together with all obligations of the City, does not exceed
any constitutional or statutory limitation; and that the above
referred to revenues pledged to the payment of the principal of,
premium, if any, and interest on the Bonds as the name become due
and payable will be sufficient in amount for that purpose,
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Indenture until the Certificate of Authentication hereon shall
have been signed by the Trustee.
IN WITNESS WBEREOP, the City of Fayetteville, Arkansas,
has caused this Bond to be executed by its Mayor and City Clerk.
thereunto duly authorized (one signature may be facsimile but one
must be manual), and its corporate seal to be affixed, all as of
the first day of September, 1981.
CITY OP PAYETTEVILLE, ARKANSAS
ATTEST;
By
Mayor
City Clerk
(SEAL)
.,,.1041
436
(Forth of Trustee' a Certificate)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the
provisions of the within mentioned indenture.
FIRST NATIONAL BANK
Fayettevillq, Arkansas
TRUSTEE
By
Authorized a gnatute
. t
1047 437.
7
PROVISIONS FOR REGISTRATION AND TRANSFER
This Bond may be transferred only upon in assignment
duly executed by the registered owner or his attorney 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. The principal of and
interest on this Bond shall be payable only to or upon the
order of the registered owner or hie legal representative.
I
I
"1047 438
RECORD OF PARTIAL REDEMPTION
Maturity of Prin• Total of Such Signature
cipal Installment Principal Amount of
Redemption Date Redeemed (Date) Installment Redeemed Trustee
e"1047 4.9
M
and
WREREAS, all things necessary to make the Bonds, when
authenticated by the Trustee and issued as in this Indenture
provided, the valid, binding and legal obligations of the City
according to the import thereof, and to constitute this
Indenture a valid lion on the Mortgaged Property and a valid
pledge of revenues to the payment of the principal of, premium,
if any, and interest en the Bonder in accordance with the
provisions hereof, have or will have been done and performed,
and the creation, execution and delivery of this Indenture and
the creation, execution and issuance of the Bonds, subject to
the terms hereof, have in all respects been duly authorized,
INDBMTURt WOWT, THMMlORZ, IOiOW ALL MEN BY THESE PRESENTS, THIS
That the City in consideration of the premises and
the acceptance by the Trustee of the Trusts hereby created and
of the ppuureliaes and acceptance of the Bonds by the holders and
ovaere shares,, and the aum of One Dollar (81.00), lawful money
of the United Staten of America, to it duly paid by the
Trustee, at or
beforer the execution and delivery of these
presents, end good and valuable considerations, the
receipt of which is hereby acknowledged, and in order to secure
the
the paymentof
accore ding Principal
their remium, if any, and interest
performance and observance by the Cit and effect and the
Permitead or implied herein and in y of all the Covenants
Perm Lted Encumbrances (hereinafter defnsubject
ined) and allofto
provisions hereof, does hereby grant, barges, seal convey,
mortgage, ae sign end pledge unto the Trustee
succeeeor or successors in trust, and to theta and
forever for the seeurin of ' 'and unto its
of the City hereinafter set forth,the of their assigns
the obligations
,.1047 444
10
The following described land&, real estate and premises
situated in Washington County, State of Arkansas, with all
buildings, additions and improvements now or hereafter located
thereon, together with the tenements, hereditamente,
appurtenances, rights, privileges and immunities thereunto
belonging or appertaining, and warrants the title to the same,
to -wit, I I .
A part of Block numbered Fifteen (15) in the
Original Plat of the City of Fayetteville,
Arkansas, described as follows, Beginning at
a point one hundred .twenty-seven (127) feet
Went of the Northeast corner of said Block
15; and running, thence West one hundred
seventy-seven (177) feet; thence South two
hundred six (206) feet; thence East one
hundred seventy-seven (177) feet; thence
North two hundred six (206) feet to the place
of beginning.
2.
The Bond Fund and the Construction Fund, and all
moneys and investments therein but subject to the provisions of
this Indenture pertaining thereto, including the making of
disbursements therefrom.
3.
Any and all other property of every kind and nature
from time to time which was heretofore or hereafter is by
delivery or by writing of any kind conveyed, mortgaged,
pledged, assigned, or transferred, as and for additional
security hereunder, by the City or by any other person, firm or
corporation, to the Trustee, which is hereby authorised to
receive any and all such property at any time and at all times
and to hold and apply the same subject to the terms hereof.
TO HAVE AND TO HOLD all the same with all•priviieges
and appurtenances hereby conveyed and assigned, Cr agreed or
intended so to be, to the Trustee and its successors in said
trusts and to them and their assigns forever;
IN TRUST NEVERTHELESS, upon the terms and trusts
herein set forth for the equal and proportionate benefit,
security and protection of all holders and owners of the said
Bonds and interest coupons thereunto attached issued under and
secured by this Indenture without privilege, priority or
'1B47 441
ll
distinction as to lien or otherwise of any of the Bands or
coupon& thereto attached over any of the other of the Bonds;
provided, however, that if the City, its successors or assigns,
shall well and truly pay, or cause to be paid, the principal
of, premium, if any, and interest due thereon, at the times and
in the manner provided in the Bonds and the interest coupons
appertaining to the Bonds, respectively, according to the true
intent and meaning thereof, and shall make the payments into
the Bond fund as required under Article V or shalt provide, as
permitted hereby, for the payment thereof by depositing or
causing to be deposited with the Trustee the entire amount due
or to become due thereon in money or Government Securities in
accordance with the provisions of this Indenture, and shall well
and truly keep, perform and observe all the covenants and
conditions pursuant to the terms of this Indenture to be kept,
performed and observed by it, and shall pay to the Trustee all
sums of money due or to become due to it in accordance with the
terms and provisions hereof, then upon such final payments thin
Indenture and the rights hereby granted shall cease, determine
and be void; otherwise, this Indenture to be and remain In full
force and effect.
THIS INDENTURE FURTHER WITNESSSTH that, and it is
expressly declared, all Bonds issued and secured hereunder are
to be issued, authenticated and delivered and all said revenues
and income hereby pledged are to be dealt with and disposed of
under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes as hereinafter
expressed, and the city has agreed and covenanted, and does
hereby agree and covenant, with the Trustee and with the
respective holder& and owners, from time to time of the said
Bonds or coupons or any part thereof, as follows, that is to Bay,
442
12
ARTICLE I
DEFINITIONS
Section 101. In addition to the words and terms
elsewhere defined n this Indenture, the following words and
terms as used in this Indenture shall have the following
meanings'
"Acts" - Ark. Acts 1971, No. 780, an emended; Ark. Acts
1949, No. 468, as amended, and Ark. Acts 1975, No. 977, as amended.
"Authorized City Representative" The person at the
time designated to act in behalf of the city by written
certificate furnished to the Trustee setting forth the name and
address and containing the specimen signature of such person and
signed on behalf of the City by the Mayor. Such certificate
may designate an alternate or alternate*.
"Bonds" - city of Fayetteville. Arkansas lurking
Facility Revenue Bonds, issued under and secured by this
Indenture.
"Bond Fund" - The fund created by Section 501 of this
Indenture into which moneys are to be deposited and out of which
disbursements are to be made for paying the principal of and
interest on the Bonds in the manner and for the purposes specified
in Article V of this Indenture.
"CEC Indenture" - the Trust Indenture dated October 1,
1979, between the City and First Bank & Trust Co. of Mountain Home,
Mountain Borne, Arkansas, recorded in Mortgage Record Book.1O10,
page 125 of the records of Washington County, Arkansas.
"City" - The City of Fayetteville, Arkansas, a
municipality under the laws of the State of Arkansas and
situated in Washington County, Arkansas.
"City Recorder" or "Clerk" or "Recorder" - The person
holding the office and performing the duties of the Recorder of
the eity.
"Construction Fund" - The fund created by Section 601
of this Indenture Into which the portion of the proceeds of the
male of the Bonds specified in Section 601 i■ to be deposited and
out of which disbursements are to be made in the manner and for the
purposes specified in Article VI of this Indenture.
"Government Securities" - Direct or fully guaranteed
obligations of the United States of America (including any such
n'-1047 44'3 13
securities issued or held in book -entry form on t)ie books of the
Department of the Treasury of the United States of America).
"holder" or "bondholder" or "owner of the Bonds" -
The registered owner of any Bond.
"Indenture" or "Trust Indenture" - This Trust
Indenture together with all indentures supplemental hereto.
"Mortgaged Property" - The properties, interests and
rights covered by the granting clauses of this Indenture.
"outstanding hereunder" * - "Bonds outstanding
hereunder" - All Bonds which have been authenticated and
delivered under this Indenture except;
(a) Bonds cancelled because of payment or redemption
prior to maturity;
(b) Bonds for the payment or redemption of which
cash or Government securities shall have been theretofore
deposited with the Trustee (whether upon or prior to the
maturity or redemption date of any such Bonds) provided that if
such Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given or provision
satisfactory to the Trustee shall have been made therefor, or a
waiver of such notice, satisfactory in Lorm to the Trustee,
shall have been filed with the Trustee; and
(c) Bonds in lieu of. which others have been
authenticated under Section 208.
"Paying Agent" - The bank or trust company named by
the City as the place at which the principal of, premium, if
any, and interest on the Bonds are payable. The Paying Agent
is the same as the Trustee.
"Permitted Encumbrances" - (i) This Trust Indenture;
(ii) utility, access and other easements and rights of way,
restrictions, reversions and exceptions that the City certifies
will not interfere with or impair the operations being
conducted in the Project; (iii) the mortgage lien on, and
pledge of revenues derived from, the Project, created by the CEC
Indenture, and (iv) such minor defects, irregularities,
encumbrances, easements, rights -of -way and clouds on title as
normally exist with respect to properties similar in character
to the Project, and as do not materially impair the value or
utility of the Project.
44
14
"person" - Includes natural persons, firms,
associations, corporations and public bodies.
"Project" - The lands, improvements and facilities
embodied in and pertaining to the parking facility being
financed out of the proceeds of the Bonds.
• "Revenues" - (1) 50% of the Surplus CEC Revenues, and
(2) net revenues (gross revenues less operation and maintenance
expenses) derived from all City -owned off-street parking lots,
• exclusive of those lots the revenues of which are pledged to the
Continuing Education Center Revenue Bonds, Series 1979, dated
October 1, 1979, under the CEC Indenture. •'
"Surplus CEC Revenues" - Surplus moneys (as therein
defined) in the Pledged Revenue Fund created by Section 502 of the
CEC Indenture, securing the City's Continuing Education Center
Revenue Bonds, Series 1979, dated October 1, 1979 -(the "CEC
'Bonds"). -Reference is made to the CEC Indenture for a definite
statement concerning the revenues pledged thereunder and the
• permitted uses of surplus from such revenues. Generally stated,
'the CEC Indenture pledges (1) revenues derived by the City from
• the Continuing Education Center financed from the CEC Bends
(including lease rentals received from the Board of Trueteea•of
• the University of Arkansas), (2) net revenues (groan revenues lees
operation and maintenance expenses) derived, from the two parking
lots financed from the CEC Bonds, (3) revenues derived from the
City's 1% tax on the gross receipts of hotels, motels and
restaurants and (4) investment earnings from funds held under the
CEC Indenture. These "Pledged Revenues" are required to be used
(1) to pay necessary expenses in connection with the Continuing
Education Center, and (2) to make required deposits into the Bond
fund and the Debt Service Reserve Fund for the CEC Bonds. The
surplus Pledged Revenues, being the amounts in excans of that
required to insure the availability of moneys for those purposes,
are released from the pledge and may be used by the City for any
lawful purpose.
"Trustees - The Trustee for the time being, whether
original or successor, with the original Trustee being first
wational Bank, Eayettevilla, Arkansas. The Trustee is also the
Paying Agent.
"Trust Estate" - The same as the Mortgaged Property.
Section 102.
deemed and construed
feminine and neuter
otherwise indicate,
"holder" and "person"
singular, number.
1
Words of the masculine gander shall be
to include correlative words of the
genders. Unless the context shall
the words "Bond", "coupon", "owner",
shall include the plural, ae well as the
Ml 445 15
ARTICLE II
Section 201. No Bonds maybe issued under
the
provisions of this Indenture
except in accordance with thin
Article.
Section 202. The Bonds shall be designated "City
of
Fayetteville, Arkansas Parking Facility Revenue Sonde,"
and
shall be in the principal amount of 8381,000. The Bonds shall
be dated September 1, 1981, shall
bear interest at the rate
of
twelve percent (12%) par annum,
and interest thereon shall
be
payable semiannually on March
1 and September 1 of each year,
commencing March 1, 1982. The
Bonds shall be numbered and
in
denominations as follows, Bond
No. R-1 - 8100,000; Bond No. R-2
-
$100,000; Bond No. R-3 -$50,000;
Bond No. R-4 - 450,000; Bond
No.
R -S - 481,000. The Bonds shall
mature in principal installments
as follows,
Date of
Install-
Amount of Installment
meet
Bond Number
f Bapt. 1) R_1 R-2
RR=3 -4-4
7otal
1984 9 3,156 4 3,156 $
1,560 4 1,560 8 2,568
$12,000
1985 5,523 5,423
2,730 2,730 4,494
21,000
1986 7,890 7,890
3,900 3,900 6,420
30,000
1987 10,257 10,257
5,070 5,070 8,346
39,000
1988 13,413 13,413
6,630 6,630 10,914
51,000
1989 16,569 16,569
8,190 8,190 13,482
63,000
1990 19,725 19,725
9,750 9,750 16,050
75,000
1991 23,467 23,467
12,170 12,170 18,726
90,000
Section 203. The Sonde shall be executed on behalf
of the City by the Mayor and the City Clerk (one signature may be
facsimile but one must be manual) and shall have impressed or
imprinted thereon the seal of the City. A facsimile signature
shall have the same force and of fact as if personally signed. The
Bonds, together with interest thereon, shall be payable from
the Bond Fund, as hereinafter set forth, and shall be a valid
claim of the holders thereof only against the Bond Fund and the
Revenues pledged to the Bond Fund (but in addition shall be
secured by a lien on and security interest in the Mortgaged
Property, subject to Permitted Encumbrances), which Revenues
are hereby pledged and mortgaged for the equal and ratable
payment of the Bonds (principal, premium, if any, and interest)
and shall be used for no other purpose than to pay the
principal of, premium, if any, and interest on the Bonds, and
"1C47 446
16
the Paying Agent's fees, except as may be otherwise expressly
authorized in this Indenture. The Bonds and interestthereon
shall not constitute an indebtedness of the City within the
meaning of any constitutional or statutory provision and shall
never constitute an obligation of or a charge against the
general credit or taxing powers of the city. In case any
officer whose signature or facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the
delivery of such Bonds, ouch signature or such facsimile shall
nevertheless be valid and au£ficient. for all purposes, the same
ae If he had remained in office until delivery.
Section 204. Only such Bonds as shall have endorsed
thereon a Certificate of Authentication substantially in the
form hareinabove set forth duly executed by the Trustee shall
be entitled to any right or benefit under this Indenture. No
Bond shall be valid and obligatory for any purpose unless and
until such certificate of Authentication shall have been duly
executed by the trustee, and such Certificate of the Trustee
upon any such Bond shall be conclusive evidence that such Son
has been authenticated and delivered under this Indenture. The
Trustee's Certificate of Authentication On any Bond shall be
deemed to have been executed if signed by an authorized officer
of the Trustee, but it shall not be necessary that the acme
officer sign the Certificate of Authentication on all of the
Bonds issued hereunder.
Section 205. The Bonds issued under this Indenture
shall be substantially in the form hereinbove set forth with
such appropriate variations, omissions and insertions as are
permitted or•required by this Indenture.
Section 06. Upon the execution and delivery of this
Indenture, the City shall execute and deliver to the Trustee
and the Trustee shall authenticate the Bonds and deliver them
to the purchaser upon payment of the purchase price plus
accrued interest from the date of the Bonds to the date of
delivery, arid the to rely un any
eertificata, ordinance etor resolutione0 shall be as ttodthe purchase price
and the purchasers.
Section 207. This Indenture is given in order to
secure funds to pay for new construction and by reason thereof,
it is intended that this Indenture shall be superior to any
laborers', mechanics or materialmen's liens which may be placed
upon the Project.
Section 208. in came any Bond issued hereunder shall
become not then tilated or prohibited bedestroyed
law, ycause tostbe the
executeda 11 if
andthe
"1047 447 17
Trustee may authenticate and deliver a new Bond of like date,
number, maturity and tenor in exchange and substitution for and
upon cancellation of such mutilated Bond, or Sn lieu of and in
substitution for such Bond destroyed or lost, upon the holder's
paying the reasonable expenses and charges of the City and the
Trustee in connection therewith, and, in the Case of a Bond
destroyed or lost, his filing with the Trustee evidence
estt,tsatory to St that such Bond were destroyed or lost, and
of his ownership thereof, and furnishing the City and Trustee
with indemnity satisfactory to them. Ths Trusts° is hereby
suth°rased to authenticate any such new Bond. In the event any
such Bends shall have matured, instead of testing a new Bond,
the City may pay the same without the our eMerflan thereof.
8ectjg 2119. The City shall cause books for the
t°giettdefor the transfer of the Bonds as provided in
Alleres, Indenture shall at all ktimes be registered asept by the Trustee toaprl principal
interest, and may be registered w
transferred
dn or onlyon an assignment duly
ssouted by th,
represantative in such form as shall be satisfactory
Bond Regl etrat, such transfer to be attorney or legal
endorsed on the Bond bemade on each books the
interest of any fond shall Bond Registcar.and
of the regi etered o payable only to or s Upon and
Shall be made to any or his legal representative. Noecharge
orde
rondholderon and transfer o tiarein rfor nbove the Privilege of
The Person inre
other any such regiieettrationgor trenafert shall
PAY anyd. whose nmental charge required obe
deemed and whadedn as the ahBond
olutel beshall be
DurpOnee and payment of be
interest on any or on account of the thereof for 'all
the registereowner shall be made only principal of
the City, the Tereof, or his legal ra ur sentati eor of
nneither d by any notice tastes, nor the nd and
may be chaged as hareinto to Contrary but 4l attar shall be
valid and effeC provided, All such regi°tratioh
ei{ch Bond to the a tent sat islthe sum m discharge
a harps te Pa ants lshall be ums so paid. P
a Batt c All Bonds which either el3ed and, url tyl or redemption are paid in full,
shredded or °t the option of the riot to maturity shall
and forward otherwl se disposed of. Truett°, either be
canci�vard to thethe Truetae ° cremated,
the Bonds involved and City ha h appropriate certlfieathall exaoute
manner of diaDoei tlfic describing
"'1047 448
r M
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section 301. ' The Bonds shall be subject to
redemption prior to maturity as follows'
(1) The Bonds shall be redeemed from the proceeds of
, in
wholembuti not in part, rat substantially
at aired mption price l of e t
equal
to the principal amount being redeemed plus accrued interest to
the redemption date.
(2) Principal installments of the Bonds shall be
rademed from time to time on each interest payment
date
te in
inverse chronological order of maturity, (and by lot within
maturity), from Bond Fund moneys to the extent provided in Section
503 of his xndenturO, at a principal amount beingredemption price redeemed plus accruedinterest to the
redemption date.
(3) The Bonds may be redeemed an any interest
payment date, at -the option of the City, from funds from any
other source, in whole but not in part, at a redemption price
equalet inter et to the date of r demotil amount of the ons being redeemed plus
Section 302. Notice of redemption shall be mailed by
• first'claes mail to the registered owner of each Bond called for t his • pllaacedtinnthenmailssnot less or in athan rt, athirty (30)stered address
days prior to the
date fixed for redemption. Each notice shall specify the Bond
numbers, the maturity dates and amounts of principal installments
• of the Bonds being called, and the date on which the Bonds
shall be presented for payment. After the date specified in
such call, the principal amounts so called
have been deposited
interest provided funds for their payment
with the trustee.
The redemption price of Bonds so called, in whole or in
part, shall be paid, upon surrender of the Bond at the principal
office of the Trustee. The Trustee shall endorse on such Bond the
principal amount redeemed and shell note each redemption payment
on the bond registration records. When a Bond has been redeemed in
whole the rustee section nll0 all cancel such Bond in accordance with the
wholes het
The Trustee shall, on behalf of the City and at the
city's expanse, give notice of each call for redemption.
x._,1047 449
19
ARTICLE IV
nrwcxp S
section 401. The City covenants that it will
promptly pay or cause to be paid the principal of, premium, if
any, and interest on every Bond issued under this Indenture at er erein and
inet} eaBcond on the and in ates and in the the coupo a apperta ningrovided thereto h according
to the true intent and meaning thereof. The principal,
premium, if any, and interest are payable solely from Revenues,
which Revenues are hereby specifically pledged to the payment
thereof in the manner and to the extent herein specified, and
nothing in the Bonds or coupons or in this Indenture should be
considered as pledging any other funds or assets of the City
(except the securing of the indebtedness evidenced by the Bonds
and coupons by a lien on and security interest in the Mortgaged
Property, subject to the Lease Agreement and permitted
notwithstanding, itt tis nuderstood thain this tnture whenever the the City makes
any covenants involving financial commitments, including,
without liV. it
pion, those in the ledges no funds otherthens sections the Revenues oandthis
the
Ovallee of SL p
construed d as prohibthe iting the ed DCity, from using ; anybother funds.
be
section 402. The City covenants that it will
faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this
Indenture, in any and every Bond executed, authenticated and
delivered hereunder and in all ordinances pertaining thereto.
me citduy constitutcovenants lion andlave of the Stateof
under
fArkansas, including
particularly and without limitation the Acts, to issue Bonds
authorized hereby and to execute this Indenture and to make the
pledge and covenants in the manner and to the extent herein set
forth; that all action on its part for the issuance of the
Bonds and the execution and delivery of this Indenture has been
duly and effectively taken; and that the Bonds in the hands of
the holders and owners thereof are and will be valid and
enforceable obligations of the city according to the import
thereof.
Section 403. The City covenants that it lawfully
owns and is lawfully possessed of the Mortgaged Property and
that it has good and merchantable title and estate therein,
subject to Permitted Encumbrances, which exceptions will not
substantially interfere with the utilization of the Mortgaged
willerdei defend its ite purposes t intended,
Trustee, its t it
successors as and
and
1047 450 20
S
assigns, for the benefit of the holders and owners of the Bonds
against the claims and demands of all persons whomsoever. The
City covenants that it will do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and
delivered, such indenture or indentures supplemental hereto and
such further acts, instruments and transfers as the Trustee may
reasonably require for the better assuring, transferring,
mortgaging, pledging, assigning and confirming unto the Trustee
the Mortgaged Property.
Section 404. The City covenants that it will
promptly cause to be paid all lawful taxes, charges,
assessments, imposts and governmental charges at any time
levied or assessed upon or against the Mortgaged Property, or
any part thereof, which might impair or prejudice the lien and
priority of this Indenture] provided, however, that nothing
contained in this Section shall require the City to cause to be
paid any such taxes, assessments, imposts or charges so long as
the validity thereof is being contested in good faith and by
appropriate legal proceedings.
Section 405. The City covenants that it will at all
times cause the Mortgaged Property to be maintained, preserved
and kept in good condition, repair and working order, and that
it will from time to time cause to be made all needed repairs
so that the operation and business pertaining to the Mortgaged
Property shall at all times be conducted, properly and so that
the Mortgaged Property shall be fully maintained.
Section 406. The City and the Trustee covenant that
each of them viii cause this Indenture, and all instruments
supplemental hereto, to be kept, recorded and filed in such
manner and in ouch places (if any) as may be required by law -in
order fully to preserve and protect the security of the
bondholders and the rights o£ the Trustee hereunder.
section 407. The City covenants that any books and
documents relating to the Mortgaged Property and the Revenues
shall at all times be open to the inspection of ouch
accountants or other agencies an the Trustee may from time to
time designate.
Section 408. The City covenants that so long as any
Bonds au orit Led by and issued under this Indenture are
outstanding, it will not sell or otherwise dispose of its
interest in the Mortgaged Property, and that it will not
encumber the same, or any part thereof, or its interest
therein, or create or permit to be created any charge or lien
on the Revenues except as provided in this Indenture.
"1047 L51
21
Section 409. The City and the Trustee covenant that
neither of them shall 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 and the Trustee covenant 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
an "arbitrage bonds" within the meaning of Section 103(c) of
the Internal Revenue Code of 1954, as amended.
n.s 1047 452 22
ARTICLE V
REVENUES AND FONDS
Section SO . There is hereby created and ordered to
be established with the Trustee a trust fund of and in the name
of the City to be designated "Bond Fund".
Section 502. There shall be deposited into the Bond
Fund as and when received,
(a) The accrued interest;
(b) All not revenues (gross revenues lees
operation and maintenance expenses)
derived from all City -owned off-street
parking lots, exclusive of those lots
the revenues of which are pledged to the
Continuing Education Center Revenue
Bonds, Series 1979, dated October 1,
1979] and
(c) One-half (1/2) of Surplus CEC Revenues.
Section 503. Money* in the Bond fund shall be used
for the payment of the principal of, premium, if any, and
interest on the Bonds at maturity and to pay Trustee's and
Paying Agent's fees and charges pursuant to section 1102. Any
money in the Bond Fund not required for those purposes shall be
used on each interest payment date as and to the extent available
to redeem Bonds prior to maturity in accordance with the
provisions of Section 301(2) hereof. 4%
Section 504. The Bond Fund shall be in the name of
the city, designated set forth in Section 501, and the City
hereby irrevocably authorizes and directs the Trustee to
withdraw from the Bond Fund sufficient funds and to use such
funds for the purposes specified in Section 503, which
authorization and direction the Trustee hereby accepts.
section 505. In the event any Bends shall not be.
presented for payment when the principal thereof becomes due,
either at maturity or otherwise, or at the date fixed for
partial or total redemption thereof, if there shall have bean
deposited with the trustee for that purpose, or left in trust
if previously so deposited, funds sufficient to pay the
principal thereof, or that portion called for redemption,
together with all interest unpaid and due thereon, to the due
date thereof, for the benefit of the holder thereof, all
liability of the City. trq. t p hol�et thereof for the payment of
11',4( L:l
23
the principal thereof, or that portion called for redemption, and
interest thereon, shall forthwith cease, determine and be
completely discharged, and thereupon it shall be the duty of
the trustee to hold such fund or funds, without liability for
interest thereon, for benefit of the holder of such Bond, who
shall thereafter be restricted exclusively to such fund or
funds, for any claim of whatever nature on his part under this
indenture or on, or with respect to, the Bond, or portion
thereof called for redemption.
Section 506. All moneys required to be deposited
with or paid to the Trustee under any provision of this
Indenture shall be held by the Trustee in trust in accordance
with and pursuant to the provisions of this Indenture, and except
for moneys deposited with or paid to the Trustee for the
redemption of Bonds, notice of which redemption has been duly
given, shall, while held by the Trustee, constitute part of the
Trust Estate and be subject to the lien hereof.
Se tion 507. Anything herein to the contrary
notwithstanding, including, without limitation, the provisions of
this Article V and of Article IX and Article X hereof, all rights
of any holder of any Bond hereunder to or with respect to any
moneys or investments held in any Fund hereunder shall terminate
at the expiration of five years from the date of maturity of such
Bond, whether by scheduled maturity or by call for redemption
prior to maturity in accordance with the terms hereof.
1041 454
24
r M M
ARTICLE VI
CUSTODY AND APPLICATION OP PROCEEDS or BONDS
Section 601. The proceeds (other than accrued
interest) ofthe e of the Bonds shall be deposited in a
special account of the City in the Trustee, which account shall
be designated "Construction Fund".
Section 602. Moneys in the Construction Fund shall
be disbursed by the Trustee for costs of the Project. Such die-
bursements shall be in accordance with and pursuant to
requisitions which shall be signed by an Authorized City
Representative. Each requisition shall specify:
(1) The name of
the
person,
firm or
corporation to
whom
payment,ie
to be
made;
(2)
The
amount
of the payment;
(3)
The
purpose
of the expenditure,
and
(4) That the disbursement is for a proper
item of Project costs.
The Trustee shall keep records concerning and
reflecting all disbursements from the Construction Fund and
shall file an accounting of disbursements if and when requested
by the City.
Section 603. Whenever the City notifies the Trustee
in writing that any balance remaining in the Construction rund
will not be needed for completion of the Project, the remaining
balance shall be deposited in the Bond Fund.
"1U47 455
25
ARTICLE VII
INVESTMENTS
Section 701. (a) Moneys held tar the credit of the
Construction hind shall, upon direction by the Authorized City
Representative, be invested and reinvested by the Trustee (i)
in Government Securities, or (Si) in certificates of deposit of
banks or trust companies, including the Trustee, organized
under the laws of the United States or any State thereof, or
(iii) in repurchase agreements between the City and much banks or
trust companies, whereby the City buys from, and the bank or trust
company agrees to repurchase, Government Securities, or (iv) in
shares or interests in money funds or other pooled investment
funds which funds invest substantially all their assets in
Government Securities and whose shares or interests are
redeemable in cash on demand of the holder. The investments
described in (i), (ii) and (iii) shall have maturity dates, or bo
subject to redemption by the holder at the option of the
holder, on or prior to the dates the fund@ will be needed as
reflected by a statement of the Authorized City Representative
which statement must be on file with the Trustee prior to any
investment.
(b) Moneys hold for the credit of the Bond Eund or
any other fund or account shall to the extent practicable be
invested and reinvested (1) in Government Securities which will
mature, or which will be subject to redemption by the holder
thereof at the option of the holder, not later than the date or
dates on which the money held for credit of the particular fund
shall be required for the purposes intended, or (ii) in
investments of the type described in Section 701(a)(iv). The
Trustee shall so invest and reinvest pursuant to instructions
from the Authorized City Representative.
(c) Obligations so purchased as an investment of
moneys in any fund or account shall be deemed at all times a
part of such fund or account. My profit and income realized
from such investments shall be credited to the fund or account
and any loss shall be charged to the fund or account.
"1047 456
26
- W
ARTICLE VIII
POSSESSION, USE AMID
RELEASE OF MORTGAGED PROPERTY
Section 801. So long as not otherwise provided in this
Trust Indenture, the City shall be suffered and permitted to
possess, use and enjoy the Mortgaged Property and
appurtenances.
Section 802. The Trustee shall, When requested by
the City, join with the City in taking the necessary steps, or,
if required, to execute an appropriate release of the lien of
this Indenture, to grant sewer, utility, road and street
easements, over, along, across and under the Mortgaged Property,
provided that the location of any such easements and the nature
thereof shall not interfere with the present or logical future
use' of the Mortgaged Property, and the Trustee shall be
entitled to rely upon and act in accordance with a certificate
of a duly qualified engineer, who may be an engineer employed
by the City.
Fly 1047 45V7
27
ARTICLE Ix
DISCHARGE OB LIEN
Section 901. If the City shall pay or cause to be
paid to the holders and owners of the Bonds and coupons the
principal, premium, if any, and interest to become due thereon
at the times and in the manner stipulated therein, and if the
City siular the
covenants land epromises srinm a the nd n Bonds and in bserve alt dthinngIndenture
expressed as to be kept, performed and observed by it on its
part, then these presents and the estate and rights hereby
granted shall cease, determine and be void, and thereupon the
Trustee shall cancel and discharge the lien of this Indenture,
and execute and deliver to the City such instruments in writing
as shall be requisite to satisfy the lien hereof, and reconvey
to the City the estate hereby conveyed, and assign and deliver
to the City any property at the time subject to the lien of
this Indenture which may then be in its possession, except cash
or principalmof, premium, if any, and interest on the ent securites hold by it f�r the paBonds ent of the
Bonds and coupons for the payment or redemption of
which moneys or noncallable Government Securities maturing on
or prior to the maturity or redemption date of the Bonds. shall
have been deposited with the Trustee (whether upon or prior to
the deemed maturity to he or
paid within ,on the date such Bonds) shall be
meaningof this Indenture;
provided, however, that if such Bonds are to be redeemed prior
to the maturity thereof, notice of such redemption shall have
been duly given or arrangements satisfactory to the Trustee
nust have been the giving such ti
determiningthe sufficiency of thedepositthere shalt be
considered the principal amount of such Government Securities
and interest to be earned thereon until the maturity of such
Government Securities.
The City may at any time surrender to the Trustee for
cancellation by it any Bonds previously authenticated and
delivered hereunder, together with any unpaid coupons thereto
belonging, which the city may have acquired in any manner
whatsoever, and such Bonds and coupons, upon such surrender and
cancellation, shall be deemed to be paid and retired.
"'" 1047 458 28
L-]
ARTICLE X
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS
Section 1001. If any of the following events occur,
subject to the provisions of Section 1013 hereof, it is hereby
defined as and declared to be and to constitute an "event. of
default"t
(a) Default in the due and punctual payment of any
interest on any Bond hereby secured and outstanding,
(b) Default in the due and punctual payment of any
moneys required to be paid to the Truatee under the provisions
of Article V hereof;
(c) Default in the due and punctual payment of the
principal of, and premium, if any, on any Bond hereby secured
and outstanding, whether at the stated maturity thereof, or
upon proceedings for redemption thereof, or upon the maturity
thereof by declaration;
(d) Default in the performance o* observance of any
other of the covenants, agreements or conditions on its part in
this Indenture, or in the Bonds contained, and the continuance
thereof for a period of sixty (60) days after written notice to
the City by the Trustee or by the holders of not less than tan
percent (10%) in aggregate principal amount of Bonds
outstandinghereunder.
The term "default" shall mean default by the City in
the performance or observance of any of the covenant.,
agreements or conditions on its part contained in this
Indenture, or in the Bonds outstanding hereunder, exclusive of
any period of grace required to constitute a default an "event
of default" as hereinabove provided.
Section 1002. Upon the occurrence of an event of
default, a Trustee may, and upon the written request of the
holder• of twenty-fiVd perd6nt (25%) in' 6ggregtt6 principal
amount of Bonds outstanding hereunder, shall, by notice in
writing delivered to the City, declare the principal of all
Bonds hereby secured then outstanding and the interest accrued
thereon immediately due and payable and ouch principal and
interest shall thereupon become and be immediately due and
payable.
Section•1003. Upon the occurrence of an event of
default, the City, upon demand of the trustee, shall forthwith
a.
"1047 459 29
surrender to it the actual possession of, and it shall be
lawful for the Trustee, by such officer or agent as it may
appoint, to' take possession of, all- or any part of - the
Mortgaged Property with the books, papers and accounts of the
City pertaining thereto and to hold, operate and manage the
same, and from time to time to make all needful repairs and
improvements as by the Trustee shall be deemed wiser and the
Trustee, with or without such permission. may collect, receive
and sequester the tolls, rents, revenues, issues, earnings,
income, products and profits therefrom and out of the same and
any moneys received from any receiver of any part thereof pay,
and/or set up proper reserves for the payment of, all proper
costs and expenses of so taking, holding and managing the same,
including reasonable compensation to the Trustee, its agents
and counsel, and any charges of the Trustee hereunder and any
taxes, and assessments and other charges prior to the lien of
this Indenture which the Trustee may deem it wine to pay, and
all expenses of such repairs and improvements, and apply the
remainder of the moneys so received by the Trustee in
accordance with the provisions of Section 1008 hereof.
Whenever all that is due upon such Bonds and installments of
interest under the terms of this Indenture shall have been paid
and all defaults made good, the Trustee shall surrender
possession to the City, its successors or assignej the same
right of entry, however, to exist upon any subsequent event of
default.
While in possession of such property the Trustee
shall render annually to the holders and registered owners of the
Bonds, at their addresses as set forth in the list required by
Section 1115 hereof and on the bond registration book
Maintained by the trustee, a summarised statement of income and
expenditures in connection therewith.
Section 1004. Upon the occurrence of an event of
default, the Trustee may, as an alternative, proceed either
after entry or without entry, to pursue any available remedy by
suit at law or in equity to enforce the payment of the
principal of and interest on the Bonds then outstanding
hereunder, including, without limitation, foreclosure and
mandamus.
If an avant of default &hall have occurred, and if it
shall have been requested so to do by the holders of twenty-
five percent (25%) in aggregate principal an,ount of Bonds
outstanding hereunder and shall have been indemnified as
provided in Section 1101 hereof, the Trustee shall be obligated
to exercise such one or more of the rights and powers conferred
upon it by this Section and by Section 1003 as the trustee,
being advised by counsel, shall deem most expedient in the
interests of the bondholders.
"'" 1047 460 30
S
r
No remedy by the terms of this Indenture conferred
upon or reserved to the Trustee. (or to the bondholders) is
intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative and shall be in addition
to any other remedy given hereunder or now or hereafter
existing at law or in equity or by statute.
No delay or onission to exercise any right or power
accruing upon any default or event of default shall impair any
such right or power or shall be construed to be a waiver of any
such default, or event of default or acquiescence therein) and
every such right 'and power may be exercised from time to time and
as often as may be deemed expedient.
No waiver of any default or event of default hereunder,
whether by the Trustee or by the bondholders, shall extend to or
shall affect any subsequent default or event of default crw shall
impair any rights or remedies consequent thereon.
Section 1005. Anything in this Indenture to the
contrary notwithstanding the holders of a majority in aggregate
. principal amount of Bonds outstanding hereunder shall have the
right, at any time, by an instrument or instruments in writing
executed and delivered to the Trustee, to direct the method end
place of conducting all proceedings to be taken in connection
with the enforcement of the terms and conditions of thin
-. Indenture, or for the appointment of a receiver or any other
• proceeding hereunder; provided that such direction shall not be
otherwise than in accordance with the provisions of law and of
' this Trust Indenture.
Section 1006. Upon the occurrened of an event of
'default; an •ups on the filing of a suit or other commencement of
'judicial Droceedings to enforce the rights of the Trustee and
of the bondholders under this Indenture, the trustee shall be
entitled, as a matter of right, to the appointment of a
receiver or receivers of the Mortgaged Property and of the
• tolls, rents, revenues, issues, earnings, income products and
profits thereof, pending such proceedings with such powers as
the court making such appointment shall confer.
• Section 1007. In Case of en event of default on its
• part, as aforesaid, to the extent that such rights may then
lawfully be waived, neither the City nor anyone claiming
• through it or under it shall or will set up, claim, or seek to
take advantage of any appraisement, valuation, stay, extension
or redemption laws now or hereafter in force, in order to
prevent or hinder the enforcement of this Indenture, but the
City, for itself and all who may claim through or under it,
hereby waives, to the extent that it lawfully may do so, the
"1047 461 J1
benefit of all such laws and all right of appraisement and
redemption to which it may be entitled under the laws of the -
State of Arkansas.
Section 1008. Available moneys remaining after
discharge flits, charges and liens prior to this Indenture
shall be applied by the Trustee as follows,
(a) Unless the principal of all the Bonds shall have
become or shall have been declared due and payable, all such
moneys shall be applied,
First, To the payment to the persons entitled
thereto of all installments of interest then due, in the order
of the maturity of the installments of such interest, and, -if
the amount available shall not be sufficient to pay in full any
particular installment, then to the payment ratably, according
to the amounts due on such installment, to the persons entitled
thereto, without any discrimination or privilege;
Second. To the payment to the persons entitled
thereto of the unpaid principal of any of the Bonds which shall
have become due (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions of
this Indenture), in the order of their due dates, with interest
on such Bonds from the respective dates upon which they become
due, and, if the amount available shall not be sufficient to
pay in Lull Bonds due on any particular date, together with
such interest, then to the payment ratably, according to the
amount of principal due on such date, to the persons entitled
thereto without any discrimination or privilege; and
Third* To the payment of the interest on and the
principal of the Bonds, and to the redemption of Bonds, all in
accordance with the provisions of Article V of this Indenture.
(b) If the principal of all the Bonds shall have
become due or shall have been declared due and payable, all
such moneys shall be applied to the payment of the principal
and -interest then due and unpaid upon the Bonds, without
preference or priority of principal over interest or of
interest over principal, or of any Bond over any other Bond,
ratably, according to the amounts due respectively for
principal and interest, to the person entitled thereto without
discrimination or privilege.
(c) If the principal of all the Bonds shall have
been declared due and payable, and if such declaration shall
thereafter have been rescinded and annulled under the
provisions of this Article then, subject to the provisions of
1047 .462 32
paragraph (b) of thin Section in the event that the principal
of all the Bonds shall later become due or be declared due and
payable, the moneys shall be applied in accordance with the
provisions of paragraph (a) of this Section.
Whenever moneys are to be applied by the Trustee
pursuant to the provisions of this Section, such moneys shall
be applied by it at such times, and from time to time, as it
shall determine, having due regard to the amount of such moneys
available for application and the likelihood of additional
moneys becoming available for such application in the future.
Whenever the Trustee shall apply such -funds; it shall fix the
date (which shall be en interest payment date unless it shall
deem another date more suitable) upon which such application is
to be made and upon such date interest on the amounts of
principal to be paid on such dates shall cease to accrue. The
Trustee shall give such notice as it may deem- appropriate of
the deposit with it of any ouch moneys and of the fixing of any
such date and shall not be required to make payment to the
holder of any unpaid coupon or any Bond until ouch coupon or
such Bond and all unmaturod coupons, if any, appertaining to
ouch Bond shall be presented to the Trustee for appropriate
endorsement or for cancellation if fully paid.
section 1009. All rights of action (including the
right to file proof of claim) under this Indenture or under any
of the Bonds or coupons may be enforced by the Trustee without
the possession of any of the Bonds or coupons or the production
"thereof in any trial or other proceeding relating thereto and
'any such suit or proceeding instituted by the Trustee shall be
brought in its name an Trustee, without the necessity of
'joining as plaintiffs or defendants any holders of the Bonds
'hereby secured, and any recovery of judgment shall be for the
equal benefit of the holders of the outstanding Bonds and
coupons.
section 1010. No holder of any Bond or coupon shall
have any right titute any suit, action or proceeding in
equity or at law for the enforcement of this Indenture or for
the execution of any trust hereof or for the appointment of a
recaivar or any other remedy hereunder, unless a default bee
occurred of which the Trustee has been notified as provided in
subsection (q) of section 1101, or of which by said subsection
it is deemed to have notice, nor unless much default shall have
become an event of default and the holders of twenty-five
percent (25%) in aggregate principal amount of Bonds
outstanding hereunder shall have made written request to the
Trustee and shall have offered it reasonable opportunity either
to proceed to exercise the powers hereinbefore granted or to
institute such action, suit or proceeding in its own name, nor
"" 1U47 463 33
unless also they have offered to the Trustee indemnity as
provided in Section 1101 nor unless the Trustee shall
thereafter £ail or refuse to exercise the powers hereinbefore
granted, or to institute such action, suit or proceeding in Ste
own name, 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 thin Indenture, and to any action or cause
of action for the enforcement of thin Indenture or for the
appointment of a receiver or for any other remedy hereunderi it
being understood and intended that no one or more holders of
the Bonds or coupons shall have any right in any manner
whatsoever to affect, disturb or prejudice the lien of this
Indenture by his or their action or to enforce any right
hereunder except in the manner herein provided, and that all
proceedings at low or in equity shall be instituted, had and
maintained in the manner herein provided for the equal benefit
of the holders of all Bonds outstanding hereunder. Nothing in
this Indenture contained shall, however, affect or impair the
right of any bondholders to enforce the payment of the
principal of and interest on any Bond at and after the maturity
thereof, or the obligation of the City to pay the principal of
and interest on each of the Bonds issued hereunder to the
respective holders thereof at the time and place in said Bonds
and the appurtenant coupons expressed.
Section 1011. In ciao the Trustee shall have
proceeded to enforce any right under this Indenture by the
appointment of a receiver, by entry on otherwise, and such
proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee,
then and in every such case the City and the Trustee shall be
restored to their former positions and rights hereunder with
respect to the property herein conveyed, and all rights,
yemedies and powers of the Trustee shall continue as if no such
proceedings had been taken, except to the extent the Trustee is
legally bound by such adverse determination.
Section 1012. The Trustee may in its discretion
waive any event of default hereunder and its consequences and
rescind any declaration of maturity of principal and shall do
so upon the written request of the holders of fifty percent
(50%) in principal amount of all Bonds outstanding hereunder,
provided, however, that there shall not be waived (a) any event
of default in the payment of the principal of any Bonds issued
hereunder and outstanding hereunder at the date of maturity
specified therein or (b) any default in the payment of the
interest unless prior to such waiver or rescission all arrears
of principal (due otherwise than by declaration) and interest
and all expenses of the Trustee and Paying Agent, shall have
n1s1047 .464 34
been paid or provided for, and in case of any such waiver' or
rescission the City, Trustee and the bondholders shall be
restored to their former positions and rights hereunder
respectively; but no such waiver or rescission shall extend to
any subsequent or other default, or impair any right consequent
thereon.
"`1047 445 35
ARTICLE XI
THE TRUSTEE
action 1101. The Trustee hereby accepts the trusts
imposed upon it by this Indenture, and agrees to perform said
trust as an ordinarily prudent trustee under a corporate
mortgage, but only upon and subject to the following expressed
terms and conditions,
(a) The Trustee may execute any of the trusts or
powers hereof and perform any duties required of it by or
through attorneys, agents, receivers or employees, and shall be
entitled to advice of counsel concerning all matters of trusts
hereof and its duties hereunder, and may in all caste pay
reasonable compensation to all such attorney@, agents,
receivers and employees as may reasonably be employed in
connection with the trusts hereof. The Trustee may act upon
the opinion or advice of any attorney, surveyor, engineer or
accountant selected by it in the exercise of reasonable care,
or, it selected or retained by the City prior to the occurrence
of a default of which the Trustee has been notified as provided
in subsection (g) of this Section 1101, or of which by said
subsection the Trustee is doomed to have notice, approved by
the Trustee in the exercise of ouch care. The Trustee shall
not be responsible for any loss or damage resulting from an
action or non -action in accordance with any such opinion or
advice.
(b) The Trustee shall not be responsible for any
recital herein, or in the Bonds (except in respect to the
certificate of the Trustee endorsed on Such Bonds), or for
insuring the property herein conveyed or collecting any
insurance moneys, or for the validity of the execution by the
City of this Indenture or of any supplemental indentures or
instrument of further assurance, or for the sufficiency of the
security for the Bonds issued hereunder or intended to be.
secured hereby, or for the value of the title of the property
heroin conveyed or otherwise as to the maintenance of the
security hereof; except that in the event the Trustee enters
into possession of a part or all of the property herein
conveyed pursuant to any provision of this Indenture, it shall
use due diligence in preserving such property; and the trustee
shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or
agreements on the part of the City, except an hereinafter met
forth; but the Trustee may require of the City full information
and advice as to the performance of the covenants, conditions
and agreement. aforesaid as to the condition of the property
herein conveyed.
",1047 466 36
M
(c) The Trustee may become the owner of Bonds and
coupons secured hereby with the some rights which it would have
if not Trustee.
(d) The Trustee shall be protected in acting upon
any notice, request, consent, certificate, order, affidavit,
letter, telegram or other paper or document believed by it, in
the exercise of reasonable care, to be genuine and correct and
to have been signed or sent by the proper person or persona.
Any action taken by the trusts. pursuant to this Indenture upon
the request or authority or consent of the owner of any Bond
secured hereby, shall be conclusive and binding upon all future
owners of the earns Bond and upon Bonds .issued in exchange
therefor or in place thereof.
(e) As to the existence or non-existence of any fact
or as to the sufficiency or validity of any instrument, paper
or proceeding, the trustee shall be entitled to rely upon a
certificate of the City signed by its Mayor and attested by the
City:Clerk as sufficient evidence of the facts therein contained
and prior to the occurrence of a default of which it has been
notified as provided in subsection (q) of this Section 1101, or
of which by that subsection it is deemed to have notice, and
shall also be at liberty to accept a similar certificate to the
effect that any particular dealing, transaction or action is
necessary or expedient, but may at its discretion, at the
reasonable expense of the City, in every case secure such
further evidence as it may think necessary or advisable but
shall in no case be bound to secure the same, the Trustee may
accept a certificate of the City Clerk of the City under its
seal to the effect that a resolution or ordinance in the form
•therein sot forth has been adopted by the City as conclusive
evidence that such resolution or ordinance has been duly
adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things
enumerated in thisIndenture shall not be construed as a duty
of the Trustee, and the Trustee shall be answerable only for
its own negligence or willful default.
(g) The Truate6 shall not be required to take notice
or be deemed to have notice of any default hereunder (except a
default under Section 1001(a), (b) or (c) concerning which the
Trustee shall bq deemed to have notice) unless the Trustee shall
be specifically notified in writing of such default by the City
or by the holders of at least ten percent (10%) in aggregate
principal amount of Bonds outstanding hereunder and all notions
or other instruments required by this Indenture to be delivered
to the Trustee must, in order to be effective, be delivered to
the office of the Trustee, and in the absence of such notice so
"'" 1U47 467 37
delivered, the Trustee may conclusively assume there is no such
default except as aforesaid.
(h) The Trustee shall not be personally liable for
any debts contracted or for damages to persons or to personal
property injured or damaged, or for salaries or non -fulfillment
of contracts during any period in which it may be in the
possession of or managing the real and tangible personal
property as in this Indenture provided.
(i) At qny and all reasonable times the Trustee, and
its duly authorized agents, attorneys, experts, engineers,
accountants and representatives, shall have the right fully to
inspect any and all of the property herein conveyed, including
all books, papers and records of the City pertaining to the
Project and the Sonde, and to take such memoranda from and in
regard thereto as may be desired.
(3) The Trustee shall not be required to give any
bond or surety in respect of the execution of the -said trusts
and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this
Indenture contained, the trustee shall have the right, but
shall not be required, to demand, in respect of the
authentication of any Bonds, the withdrawal of any cash, the
release of any property, or any action whatsoever within the
purview of this Indenture, any showings, certificate, opinions,
appraisals, or other information, or corporate action or
evidence thereof, in addition to that by the terms hereof
required as a condition of much action by the Trustee, deemed
desirable for the purpose of establishing the right of the City
to the authentication of any Banda, the withdrawal of any cash,
the release of any property, or the taking of any ether action
by the Trustee.
(1) Before taking such action hereunder, the Trustee
may require that it be furnished an indemnity bond satisfactory
to it for the reimbursement to it of all expenses to which it
may be put and to protect it against all liability, except
Liability which is adjudicated to have resulted from the
negligence or willful default of the Trustee, by reason of any
action so taken by the Trustee.
Section 1102. The Trustee shall be entitled to
payment and/or re3 ureement for its reasonable Lees for
services rendered hereunder and all advances, counsel foes and
other expenses reasonably and necessarily made or incurred by
the Trustee in and about the execution of the trusts created by
this Indenture and in and about the exercise and performance by
e.1047 468 3B
the Trustee of the powers and duties of the Trustee hereunder,
and for all reasonable and necessary coats and expenses
incurred .in defending any liability in the premises of any
character whatsoever (unless such liability is adjudicated to
have resulted from the negligence or willful default of the
Trustee). Al]. such fees, costs and expenses of the trustee
must. be consistent with those charged by other trustees of
revenue bond issues under similar circumstances at the times
involved. In this regard, it ie understood that the City
pledgee no funds or revenues other than the Revenues and those
derived from the avail$ of the Mortgaged Property to the
payment of any obligation of the City net forth in this
Indenture, including the obligations net forth in this
Section 1102, but nothing herein shall be construed as
prohibiting the City from using any other funds and revenues
for the payment -of any, of its obligations under this Indenture.
Upon .default by. the City, but only upon default, pursuant to
•the.provisions of this Indenture pertaining to default, the
Trustee shall have a first lien with right of payment prior to
payment on account of principal or interest of any Bond issued
hereunder upon the Revenues and upon the Mortgaged Property for
such reasonable and necessary advances, fees, coats and expenses
incurred by the Trustee.
Section 1103. If a default occurs of which the
Trustee is pursuant to the provisions of Section 1101(g) deemed
to have or is given notice, the Trustee shall promptly give
notice to the Bondholders.
Section 1104. In any judicial proceeding to which
the City is a party and which in the opinion of the Trustee and
,its counsel has a substantial bearing on the interests of
holders of Bonds issued hereunder, the Trustee may intervene on
behalf of bondholders and shall do so if requested in writing
by the holders of at least ten percent (10%) of the aggregate
principal amount of Bonds outstanding hereunder, The rights
and obligations of the Trustee under this Section 1104 are
subject to the approval of the court having jurisdiction in the
premises.
section 1104. Any bank or trust company into which
the Trustee may be merged, or with which it may be
consolidated, or to which it may sell or transfer its trust
business and assets as a whole or substantially as a whole, or
any bank or trust company resulting from any such sale, merger,
consolidation or transfer to which it is a party, ipso facto,
shall be and become successor trustee hereunder and vested with
all of the title to the whole property or trust estate and *11
the trusts, powers, discretions, immunities, privileges, and
all other matters an was its predecessor, without the execution
,1IY 1 0.47 469 39
or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that
such successor trustee shall have capital and surplus of at
least $3.000,000.
Section flOe. The Trustee and any successor trustee.
may at any time resign from the trusts hereby created by giving
thirty (30) days written notice to the City, and such
resignation shall take affect at the and of ouch thirty (30)
days, or upon the earlier appointment of a successor trustee by
the bopdholders or by the City. Such notice may be served
persondlly or sent by registered mail.
Section 1107. The Trustee may be removed at any time
by an instrument or concurrent instruments in writing delivered
to the Trustee and to the city, and signed by the holders of a
majority in aggregate principal amount of Bonds outstanding
hereunder.
Section 1108. In case the Trustee hereunder shall
resign or a removed, or be dissolved, or shall be in course of
dissolution or liquidation, or Otherwise become incapable of
acting hereunder, or in case it shall be taken under the
control of any public officer or officers, or of a receiver
appointed by the court, a successor may be appointed by the
holders of a majority in aggregate principal amount of Bonds
outstanding hereunder, by an instrument or concurrent
instruments in writing signed by such holders, or by their
attorneys in fact, duly authorised; provided, nevertheless,
that in case of such vacancy the City by an instrument executed
and signed by its Mayor and attested by its City Clerk under
its seal, shall appoint a temporary trustee to fill such
vacancy until a successor trustee shall be appointed by the
bondholders in the manner above provided; and any such
temporary trustee so appointed by the City shhall immediately
and without further act be superseded by the trustee so
appointed by such bondholders. Every such temporary trustee
and every such successor trustee shall be a trust company or
bank in good standing, having capital and surplus of not Less
than $3,000,000.
section 1109. Every successor or temporary trustee
appointed hereunder shall execute, acknowledge and deliver to
its predecessor and also to the City an instrument in writing
accepting such appointment hereunder, and thereupon such
successor or temporary trustee, without any further act or
conveyance, shall become fully vented with all the estates,
properties, rights, powers, trusts, duties and obligations of
its predecessor; but such predecessor shall, nevertheless, on
r.. tufl 4'70
the written request of the City or of its successor trustee,
execute and deliver an instrument transferring to such
successor all the estate, properties, rights, powers and trusts
of such predecessor hereunder) and every predecessor trustee
shall deliver all securities, moneys and any other property
held'by it as trustee hereunder to its successor. Should any
instrument in writing from the City be required by any
successor trustee for more fully and certainly vesting in such
successor the estates, rights, powers and duties hereby vested
oY intended to be vested in the predecessor trustee, any and
all such instruments in writing shall, on request, be executed,
acknowledged and delivered by the city. The resignation of any
trustee and the instrument or instruments removing any trustee
and appointing's successor hereunder, together with all other
instruments provided for in this Article shall, at the expense
of the City, be forthwith filed and/or recorded by the
successor trustee in each recording office where the Indenture
shall have been filed and/or recorded.
Section 1110. In case the City shall fail seasonably
to pay or to cause to be paid any tax, assessment or
:governmental or other charge upon any part of the property
..herein conveyed, to the extent, if any, that the City may be
liable for same, the Trustee may pay such tax, assessment or
governmental charge, without prejudice, however, to any rights
• of the Trustee or the bondholders hereunder &rising in
consequence of such failure; and any amount at any time so paid
under this Section shall be repaid by the City from the
revenues derived from the Mortgaged Property upon demand, and
shall become so much additional indebtedness secured by this
Indenture, and the same shall be given a preference in payment
over any of said Bonds, and shall be paid out of the proceeds
• of revenues collected from the Mortgaged Property if not paid
• by the City) but the Trustee shall be under no obligation to
mike any such payment unless it shall have been requested to do
• so by the holders of at least ten per cant (10%) of the
aggregate principal amount of Bonds outstanding hereunder and
shall have been provided with adequate funds for the purpose of
such payment.
Section 1111. The resolutinns, opinignn, certi-
• ficates and other instruments provided for in this Indenture
may be accepted and relied upon by the Trustee as conclusive
evidence of the'facts and conclusions stated therein and shall
be full warrant, protection and authority to the Trustee for
the payment and withdrawal of cash hereunder.
Section 1112. 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.
"'" 1C47 471 41
Section 1113. Thera shall be paid the standard and
customary Paying Agent's fees and charges of the Paying Agent
for handling the payment of the principal of, premium, if any,
and interest on the Bonds, and funds sufficient to pay the same
shall be deposited with the Paying Agent prior to the dates on
which payments- are required to be made on principal and
interesEt,
The City and the trustee shall have
power to appo aC upon the request of the Trustee the city
shall few such purpose join with the Trustee in the execution
of all Lnstvu.ants necessary or proper to appoint another
corporation or one or more persons approved by the Trustee
either to act as co -trustee or co -trustees jointly with the
Trustee of all or any of the property subject to the lien
hereof, or to act as separate trustee or trustees of all or any
such pwepsrty, with such powers as may be provided in the
Instrument of appointment and to vest In ouch corporation or
person ow persona as such separate trustee or to -trustee an eerapmrtye title, right or power deemed necessary or desirable. 2n the event that the City shall not have joined in such appointment within fifteen days after the receipt by it of a
request s0 to do, the Trustee alone shall have the power to
make such appointment. Should any deed, conveyance or
instrument in writing from the City be required by the separate
trustee or co -trustee .o appointed for more fully and certainly
vesting in and confirming to him or to it such properties,
rights, powers, trusts, duties and obligations, any and all
ouch deeds, conveyances and Instruments in writing
request, be executed, acknowledged and delivereshall, on
d by the City.
Every such
co -trustee and separate trustee shall, to the extent
permitted by law, be appointed subject to
provisions and conditions, namely, the following (1) The
and all
he Bond shall authenticated and
obligations and rights conferred., duties,
upon the trustee in respect of the custody of
all money and securities pledged or deposited
hereunder, shall be exercised solely by the
Trustee; and
(2) The Trustee, at any time by an instrument
in writing, may remove any such separate
Trustee or co -trust...
Every instrument, other than this Indenture,
Appointing any eucb Co -trustee or separate trustee, shall refer
to this Indenture and the Conditions of this Article %I
oxpreaeed, and upon the acceptance in writing by such title to
"" 1047 472
CYa
trustee or co -trustee, he, they or it shall be vested with the
estate or property specified in such instrument, jointly with
the Trustee (except Insofar as local law makes it necessary for
any separate trustee to act alone), subject to all the trusts,
conditions and provisions of this Indenture. Any such separate
trustee or co -trustee may at any time, by -an Instrument in
writing, constitute the Trustee as his, their or its agent or
attorney -in -tact with full power and authority, to the extent
authorized by law, to do all acts and things and exercise all
discretion authorized or permitted by him, them or it, for and
on behalf of him them or it and in his, their or its name. In
case any separate trustee or co -trustee shall die, become
incapableof acting, resign or be removed, all the estate,
properties, rights, powers, trusts, duties and obligations of
said separate trustee or co -trustee shall vest in and be
exercised by the Trustee until the appointment of a new trustee
or. a: aucceseor to such separate trustee or co -trustee.
M., 1047 473 43
ARTICLE XII
SUPPLEMENTAL INDENTURES
Section 1201. The City and the Trustee may, from
time to time, without the approval of any bondholder, enter
into indentures supplemental hereto (which supplemental
indentures shall hereafter form a part hereof), (a) to cure any
ambiguity at formal defect or emission in this Indenture or in
any supplemental indenture, or (b) to grant to or confer upon
the Trustee for the benefit of the bondholders any additional
rights, remedies, powers, authority or security that may
lawfully be granted to or conferred upon the bondholders or the
Trustee or (c) to subject to the lien and pledge of this
Indenture additional revenues, properties or collateral.
Section 1202, Subject to the torus and provisions
contained inthi■ Section, and not otherwise, the holders of
not less than two-thirds (2/3) in aggregate principal amount of
the Bonds then outstanding shall have the right, from time to
time, anything contained in thin Indenture to the contrary
notwithstanding to consent to and approve the execution by the
City and the trustee of such indenture or indentures
supplemental hereto as shall be doomed necessary and desirable
by the City for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or
provisions contained in this Indenture or in any supplemental
indenture; provided, however, that nothing herein contained
shall permit, or be construed as permitting (a) an extension of
the, maturity of the principal of or the interest on any fond
issued hereunder, or (b) a reduction in the principal amount of
any Bond or the rate of interest thereon, or (c) the creation
of a lien upon the Mortgaged Property or a pledge of Revenues
pledged to the Bonds other than the lien and pledge created by
this Indenture, or (d) a privilege or priority of any Bond or
Bonds over any other Bond or Bonds, or (a) a reduction in the
aggregate principal amount of the Bonds required for consent to
such supplemental indenture. Nothing herein contained,
however, shall be construed as making necessary the approval of
bondholders of the execution of any supplemental indenture as
provided in Section 1201 of this Article.
If, at any time the City shall request the Trustee to
enter into any supplemental indenture for any of the purposes
of thin Section, the Trustee shall, at the expense of the City,
cause notice of the proposed execution of such supplemental
indenture to be mailed by first class mail to each registered
owner at his address on the bond registration book maintained
by the Trustee. Such notice shall briefly met forth the nature
of the proposed supplemental indenture and shall state that
1047 474 44
S
copies thereof are on file at the principal office of the
Trustee for inspection by bondholders. The Trustee shall not,
however, be subject to any liability to any bondholder by
reason of its failure to mail ouch notice, and any such failure
shell not affect the validity of such supplemental indenture
when consented to and approved as provided in this Section. If
the holders of not less than two-thirds (2/3) in aggregate,
principal amount of the Bonds outstanding at the time of the
execution .of any such supplemental indenture shall have
consented to and approved the execution thereof an herein
provided, no holder of any Bond shall have any right to object
-to any of .the terms and provisions contained therein, or the;t
operation thereof, or in any manner to question the propriety
of the execution thereof, or to enjoin or restrain the trustee
or the City -from executing the same or from taking any action
pursuant to the provisions thereof. Upon the execution of any
such supplemental indenture, thin Indenture shall be deemed to be
modified and amended in accordance therewith.
1047 475
45
ARTICLE XI II
MISCELLANEOUS
Section 1301. Any request, direction, objection or
other instrument required by this Indenture to be signed and
executed by the bondholders may be in any number of concurrent
writings of similar tenor and may be signed or executed by such
bondholders in person or by agent appointed in writing. Proof
of the execution of any ouch request, direction, objection or
other instrument or of the writing appointing any such agent
and of the ownership of Bonds, if made in the following manner,
shall be sufficient for any of the purposes of this Indenture,
and shall be conclusive in favor of the Trustee with regard to
any action taken by it under such request or other instrument,
namely,
(a) The fact and date of the execution by any person
of any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within much jurisdiction that the person
signing such writing acknowledged before him the execution
thereof, or by an affidavit of any witness to such execution.
(b) For all purposes of the Indenture and of the
proceedings for the enforcement thereof, ouch person shell be
deemed to continue to be the holder of such Bond until the
Trustee shall have received notice in writing to the contrary.
Section 1302. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be
implied from this Indenture, or the Bonds issued hereunder, is
intended or shall be construed to give to any person or company
other than the parties hereto, and the holders of the Bonds and
coupons secured by this Indenture any legal or equitable
rights, remedy or claim under or in respect to this Indenture
or any covenants; conditions and provisions hereof being
intended to be and being for the sole exclusive benefit of the
parties hereto and the holders of the Bonds and coupons hereby
secured as herein provided.
Section 1303. If any provisions of this Indenture
shall be held or deemed to be or shall, in fact be inoperative
or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions or in all jurisdictions or in all
cases because it conflicts with any provisions or any
constitution or statute or rule of public policy, or for any
other reason, ouch circumstances shall not have the effect of
rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of
1047 476
M-
rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentence.,
clauses or paragraphs in this Indenture contained shall not
affect the remaining portions of this Indenture or any part
thereof.
Section 1304. It shall be sufficient service of any
notice, request, complaint, demand or other paper (i) on the
City if the same shall be delivered to or duly mailed to the
Authorized City Representative by registered or certified mail,
and (ii) on the Trustee if the same shall be delivered to or mailed
to the corporate trust office of the trustee at its principal
place of business to the attention of its corporate trust officer.
Section 1305. This Indenture shall be considered to
have been executed in the State of Arkansas and it is the
intention of the parties that the substantive law of the State
of Arkansas .govern as to ■11 questions of interpretation,
validity and effect. '
• Section 1306. Thin Indenture may be executed in
several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
` 1047 477
47
IN WITNESS WHEREOF, the City of Fayetteville,
has athese presents
e
and behalfby itsMayorandits corporate seal C be hereunto
affixed and attested by its city Clerk, and, to evidence its
acceptance of the trust hereby created, the trustee has caused
these seal to presents signed in its behalf and ito corporate
be hereto affixed and attested by its duly authorized
officers.
CITY OF FAYETTEVILLE, ARKANSAS
/.. Lin •;. T1: Mayor
City Clark
• (98AL), •
FIRST N TIONAL BANK
Payet ille, Arkansas
AT 85
�ft
( tic
( le)
(SEAL)
r' 1
(1 -
•
" 1047 478 48
Ii
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF WASHINGTON
On thin dl day of November, 1981, before me, a Notary
Public, duly commissioned, qualified and acting within and for
the State and County aforesaid, appeared in person the within
named
JUNA' 7000 _ and 1/11414/ Y1Urrta
Fayetteville, Arkansas, a municipality of the State of
Arkansas, to me personally known, who stated that they were
duly authorized in their respective capacities to execute the
foregoing instrument for and in the name of the municipality,
and further stated and acknowledged that they had signed,
executed and delivered the foregoing instrument for the
consideration, uses and purposes therein mentioned and met
forth.
TN TESTINONY WF IEOF, I have hereunto set my hand and
• official seal this _ day of November, 1981.
•
Iy ,1 , r�i,�; Notary lic
l�lP�Amisa�'o¢ expl ree,
'1U47 479 49
ACKNOWLEDGMENT
STATE OF ARXANSAS
COUNTY OF WASHINGTON
On this Olo day of November, 1981, before me, a Notary
Public duly commissioned, qualified and acting within and for the
State and County aforesaid, appeared in person the within named
nJ.N.N, i t. Sd! if — and 40G PAL/i 1
T ' v and ; r_ - r - ''-L
respectively.respect vely, of first National Sank, Fayettevilie. Ac anaas, to
me personally known, who stated that they were duly authorized in
their respective capacities to execute the foregoing instrument
for and in the name and behalf of the Bank, and further stated and
acknowledged that they had so signed, executed and delivered the
foregoing instrument for the consideration, uses and purposes
therein mentioned and net forth.
IN TESTIMO $tERSOF. I have hereunto met my hand and
official Beal this ,w ay of November, 1951.
•I•
t My CC�ynlTT,�seion expires,
Ut
...a n
aeos+..•,`'..,, yr
•,r
"" 2047
480
Eo
Page 1 of 1
Shelly Turberville - parking deck
From: "Manry, Larry A"
To:"sturberville@ci.fayetteville.ar.us"
Date: 10/27/2011 1:56 PM
Subject: parking deck
Do you have any documentation of the payoff of the bonds. If so, please provide.
Thank you.
Larry Manry
Senior Vice President
Commercial Products Manager
Bank of America Merrill Lynch
Bank of America, N.A.
479-856-7920
479-856-7928 Fax
larry.manry@baml.com
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file://C:\Documents and Settings\sturberville\Local Settings\Temp\XPgrpwise\4EA96314... 10/27/2011