§ 14-71. Restated and amended agreement.

(a)

Date entered into; participating parties. This agreement (referred to in this section as the "agreement") entered into as of November 15, 1994, but actually executed by the respective parties hereto on the dates indicated for such parties on the signature pages hereto, by and among the City of Bentonville, the City of Fayetteville, the City of Rogers, the City of Siloam Springs, and the City of Springdale, the County of Benton and the County of Washington, all of which parties are situated in the state.

(b)

Recitals.

(1)

Tit. 14, ch. 362 of the Arkansas Code (A.C.A. § 14-362-103), as amended, permits any two or more state municipalities, any two or more contiguous counties, or any one or more state municipalities, together with any one or more contiguous state counties to create and establish a regional airport authority for the purpose of acquiring, equipping, constructing, maintaining and operating regional airports.

(2)

Pursuant to tit. 14, ch. 362 of the Arkansas Code (A.C.A. § 14-362-103), the Cities of Bentonville, Fayetteville, Rogers, Siloam Springs, and Springdale, Arkansas, and the Counties of Benton and Washington, Arkansas, (referred to collectively in this section as the "governmental units") have heretofore entered into an agreement entitled "Northwest Arkansas Regional Airport Authority Agreement," effective as of December 14, 1990, (referred to in this section as the "original agreement") and have created and established the Northwest Arkansas Regional Airport Authority (referred to in this section as the "authority") pursuant to the original agreement.

(3)

The governmental units desire to join together to amend, revise, restate and confirm the original agreement for the creation and establishment of a regional airport authority for the purpose of acquiring, equipping, constructing, maintaining and operating a regional airport to provide airport services and facilities in Northwest Arkansas.

(4)

The governing bodies of the Cities of Bentonville, Fayetteville, Rogers, Siloam Springs and Springdale, Arkansas, and the Counties of Benton and Washington, Arkansas, respectively, have each enacted an article (collectively, the "articles") authorizing the participation of each of the respective governmental units in such an authority (a certified copy of each of such article being filed with the board of directors of the authority).

(5)

Pursuant to article XI of the original agreement, all amendments or modifications of the original agreement must be in writing.

(6)

It is hereby agreed by the governmental units as follows.

(c)

Definitions. All defined terms contained in this agreement shall have the same meaning, respectively, in this agreement as such terms are given in A.C.A. § 14-362-102, as the same may be amended from time to time. In addition, as used in this agreement, the following words, terms and phrases, when used in this agreement, shall have the meanings ascribed to them in this subsection, except where the context clearly indicates a different meaning:

Act means the Regional Airport Act, constituted as tit. 14, ch. 362 of the Arkansas Code, as amended (A.C.A. § 14-362-101 et seq.).

Agreement means this Northwest Arkansas Regional Airport Authority Restated and Amended Agreement, as the same may from time to time be amended or supplemented.

Authority means the Northwest Arkansas Regional Airport Authority created in subsection (d) of this section.

Authorized officer means, with respect to the authority, its chairman and any other person duly authorized by the bylaws or resolution of the authority to perform the act or sign the document in question, and with respect to a city or participating county, the mayor or county judge, respectively, and any other person duly authorized by article or resolution of the governing body of the applicable city or participating county to perform the act or sign the document in question.

Board of directors or board means the governing board of the authority established in subsection (g) of this section.

City means each of the Cities of Bentonville, Fayetteville, Rogers, Siloam Springs and Springdale, Arkansas.

Participating county means each of the Counties of Benton and Washington, Arkansas.

The terms "hereby," "hereto," "herein" and "hereunder" and any similar terms, as used in this agreement, refer to this agreement.

(d)

Creation. For the purpose of acquiring, equipping, constructing, maintaining and operating a regional airport, and providing airport services and facilities in Northwest Arkansas, the governmental units, pursuant to authority granted in the act, hereby reaffirm and reauthorize the creation and establishment of the Northwest Arkansas Regional Airport Authority.

(e)

Authorization. The parties to the agreement are the governmental units. The governmental units have agreed to join cooperatively in establishing the authority and do hereby agree to the continued operation of the authority.

(f)

Duration. The authority shall have a perpetual succession. Such succession shall continue until the existence of the authority is terminated as provided in this section.

(g)

Organization.

(1)

Governing body; appointment. The authority shall be governed by a board of directors consisting of 14 members appointed by the governmental units. The mayor of each city and the county judge of each participating county shall appoint members to the board of directors, each of such appointments to become effective upon ratification by a majority vote of the applicable governing body of such city and such participating county. The governmental units shall be entitled to make the following number of appointments:

a.

City of Bentonville, two members.

b.

City of Fayetteville, two members.

c.

City of Rogers, two members.

d.

City of Siloam Springs, two members.

e.

City of Springdale, two members.

f.

Benton County, two members.

g.

Washington County, two members.

(2)

Term of office. The terms of the board members shall be six years; provided, however, that the initial board members, having drawn lots at the creation of the board to provide for staggered terms, and their successors, shall continue to serve as board members as provided for in the original agreement.

(3)

Removal. A member of the board of directors, once qualified, shall not be removed during his appointment except for cause by the governing body which appointed such member and after a hearing before such governing body as required by law, conducted in accordance with the rules of administrative procedure applicable to or recognized by such governing body.

(4)

Qualifications. A member of the board of directors shall be a bona fide resident and qualified elector of the city or participating county that appointed such member. A member of the board of directors shall be eligible for reappointment.

(5)

Compensation of board members. The members of the board of directors shall receive no compensation, whether in the form of salary or per diem or otherwise, for or in connection with his services as a board member. The members of the board of directors shall be entitled to reimbursement of actual necessary travel and out-of-pocket expenses incurred on behalf of the authority as authorized by the board. Such expenses shall be reimbursed in accordance with procedures established by the board of directors.

(h)

Officers, bylaws and meetings.

(1)

Officers.

a.

At the first regular meeting of each calendar year, the board shall elect one of its members as chairperson, one as vice-chairperson, one as secretary, and one as treasurer. The offices of secretary, and treasurer may be held by one person at the discretion of the board of directors.

b.

The chairperson, vice-chairperson, secretary and treasurer shall compose the executive committee of the authority. The board of directors may, by a two-thirds majority vote, delegate to the executive committee such powers and duties as the board may deem proper.

c.

The board of directors may create such committees as it deems necessary for the proper exercise of its functions. The board shall keep a complete record of its activities and business, which shall be a public record.

(2)

Bylaws. The board of directors shall adopt such bylaws for the governance of the affairs of the authority as are not inconsistent with the provisions of this agreement or state law.

(3)

Meetings.

a.

The board of directors shall, upon reasonable notice, meet not less than quarterly at dates, times and places to be established by the board. All meetings shall be open to the public as provided by state law. A meeting may be called by any board officer or upon the direction of a majority of the members of the board.

b.

A quorum shall consist of one-half of the total board membership, plus one member, and no vacancy in the membership of the authority shall restrict the rights of a quorum to exercise all the rights and privileges or the duties of the authority.

(4)

Conflicts of interest. No member of the board of directors or any officer, employee or agent of the authority, shall have a personal interest in any business of the authority or in any contract with the authority, or in any property or other assets in which the authority is interested. No person shall be employed by the authority who is related to a board member or officer of the authority by blood or marriage within the fourth degree. For purposes of this subsection, any corporation or other business in which a person has a substantial interest shall be prohibited from doing business with the authority if the owner of the substantial interest would have been so prohibited.

(i)

Purposes, powers and duties.

(1)

Purposes. The purpose of the authority shall be to acquire, equip, construct, maintain and operate a regional airport, and such auxiliary services and facilities as may be deemed desirable from time to time by the board of directors. Auxiliary services and facilities shall include, but not be limited to, any service or facility necessary or desirable for the takeoff, landing, parking and storing of aircraft; the transportation by air of persons or things; the repair and maintenance of aircraft; the loading, unloading, or handling and storing of goods, commodities, cargo and other property; the ground transportation to, on and from the airport of the authority; the promotion of air safety; the development of industrial potential and services in the economic interest of the trade area to be served by the authority; and participation of the authority in programs of air transportation. Such services and facilities may be located on the property of the authority or by arrangement at any other location.

(2)

Powers and duties. In addition to other powers and duties elsewhere conferred and imposed and acting through its duly constituted board of directors, the authority shall have all powers and duties conferred and imposed by the act. In addition to the foregoing, the authority shall specifically have the following powers and duties:

a.

To make and adopt all necessary bylaws, rules, and regulations for its organization and operations not inconsistent with law.

b.

To elect its own officers, to appoint committees, and to employ and fix the compensation for personnel necessary for its operation.

c.

To enter into contracts with any person, governmental department, firm or corporation, including both public and private corporations, and generally to do any and all things necessary or convenient for the purpose of acquiring, equipping, constructing, maintaining, improving, extending, financing and operating a public airport to best serve the region of Northwest Arkansas.

d.

To delegate any authority given to it by law to any of its officers, committees, agents or employees.

e.

To apply for, receive and use grants-in-aid, donations and contributions from any source including, but not limited to, the federal government or any of its agencies, and the state or any of its agencies, and to accept and use bequests, devises, gifts, and donations from any person, firm or corporation.

f.

To acquire lands and hold title thereto in its own name.

g.

To acquire, own, hold, lease as lessor or as lessee, sell, encumber, dispose of or otherwise deal in and with any facilities or real, personal or mixed property, wherever located.

h.

To borrow money and execute and deliver negotiable notes, mortgage bonds, other bonds, debentures, and other evidences of indebtedness therefor and give such security therefor as shall be requisite, including giving a mortgage or deed of trust on its airport properties and facilities in connection with the issuance of mortgage bonds.

i.

To raise funds by the issuance and sale of revenue bonds in the manner and according to the terms set forth in state law.

j.

To expend its funds in the execution of the powers and authorities given in this subsection or by law and to invest and reinvest any of its funds pending need therefor.

k.

To apply for, receive and use loans, grants, donations, technical assistance and contributions from any regional or area commissions that may be established and any agency of the federal government or the state.

l.

To constitute the authority, or a committee of the authority, as improvement district commissioners and to create and operate an improvement district, composed of the area encompassed within the jurisdictions of the participating governing bodies, upon petition of persons claiming to be two-thirds in value of owners of real property in the area, as shown by the last county assessment. The improvement district shall be for the purpose of financing the construction, reconstruction, or repair of the regional airport and its facilities. The creation and operation of an improvement district shall, to the extent consistent with the act, be in accordance with the procedures established by the laws of the state for the creation and operation of municipal improvement districts.

m.

To enforce all rules, regulations and statutes relating to its airports, including airport compatible land use, height-hazard and zoning regulations. In this connection, the authority is empowered and authorized to exercise the powers and privileges of the governmental units under A.C.A. §§ 14-363-201—14-363-208, and the board of directors is designated by the governmental units as the zoning board for the purposes and powers under such provisions.

n.

To levy and collect a tax on aviation fuel sold at an airport of the authority as is provided for in A.C.A. §§ 14-364-101 and 14-364-102.

o.

To plan, establish, develop, construct, enlarge, improve, maintain, equip, operate and regulate its airports and auxiliary services and facilities, and to establish minimum building codes and regulations and to protect and police the airports of the authority, in cooperation with the law enforcement agencies and officers having jurisdiction in the area where the facilities of the authority are located.

p.

To levy and collect a tax, in an amount not to exceed the maximum permitted by law, on the boarding or disembarking of aircraft at the airport of the authority. The tax shall be levied upon and collected from the passengers boarding or disembarking from the aircraft of the airlines operating the aircraft, and the authority is empowered to make reasonable classifications of passengers for such purpose.

q.

To receive real and personal property from the United States for airport and related purposes by donation, purchase, lease or otherwise, and subject to such conditions and requirements relating thereto as the United States may require and to which the authority may agree.

r.

To apply to the proper authorities of the United States, pursuant to appropriate law, for the right to establish, operate and maintain foreign trade zones within the area of jurisdiction of the member municipalities and/or counties and to establish, operate and maintain such foreign trade zones.

s.

To promote, advertise and publicize the authority and its facilities; provide information to shippers, operators and other commercial interests; and to represent and promote the interests of the authority.

(j)

Financing.

(1)

The cost of planning and acquiring, establishing, developing, constructing, enlarging, improving or equipping an airport or facilities on its site, including buildings and other facilities, may be funded in any manner not inconsistent with the Arkansas Constitution or state law including, but not limited to: the issuance of bonds, borrowing money, allocations of other available funds from whatever source constituting the authority, or a committee thereof, as improvement district commissioners and to create and operate an improvement district, composed of the area encompassed within the jurisdictions of the participating governing bodies, upon petition of persons claiming to be two-thirds in value of owners of real property in the area, as shown by the last county assessment; revenues derived from the operation of the airport or facilities; revenues from leases and contracts granting privileges for use of the airport or facilities; revenue from contracts conferring the privilege of supplying goods, commodities, services, or facilities at the airport; revenue from aviation fuel taxes, and gifts and grants.

(2)

The plan for financing and construction of the airport facilities contemplated by this agreement is herewith presented to the governmental units. The governmental units expressly recognize that the specific improvements, conditions in the financial marketplace, marketing strategy, and other factors may affect the precise terms of such plan. Receipt by the governmental units of such plan shall not be deemed to constitute approval nor preclude the amendment, modification, variation or revision of the plan by the board of directors, so long as such amendment, modification, variation or revision imposes no liability on the governmental units as provided in subsection (k) of this section. The governmental units expressly disclaim any warranty of the authority's financing plan.

(k)

Limitation of liability. None of the governmental units has herewith obligated itself to expend any of its individual funds nor has it authorized the use of its individual bonding capacity. The obligations of the authority, including revenue bonds issued by the authority under the act, shall be payable from and secured by the revenues and property of the authority, and shall not constitute a general or limited obligation of any governmental unit. Bonds issued by the authority shall not constitute an indebtedness of any governmental unit within any constitutional or statutory limitation.

(l)

Amendment. This agreement may be modified or amended upon the unanimous written consent of all of the governmental units. Such consent shall be evidenced by:

(1)

The enactment of an ordinance by the governing bodies of each governmental unit approving the substance of any such modification or amendment; and

(2)

The duly attested manual signature of an authorized officer of each of the governmental units affixed to the amendatory document.

(m)

Termination.

(1)

This agreement shall continue in full force and effect subsequent to its adoption by all the governmental units. Once this agreement has been approved and executed by the governmental units, this agreement may not be terminated until the expiration of the period of any financial commitment made by the authority and the payment, termination or defeasance of any such bonds, notes or other obligations of the authority payable solely from revenues of the airports of the authority.

(2)

If the authority shall be dissolved or for any reason the authority shall cease to function, and no successor entity shall assume the power, duties and obligations of the authority, upon due satisfaction of all financial debts and obligations of the authority, the properties and assets of the authority shall be liquidated and distributed to the governmental units in direct proportion to the funds contributed to the authority by such governmental units, respectively. For the purposes of carrying out this subsection, the board of directors shall appoint a trustee, who shall be paid reasonable compensation and who shall serve until the property and assets of the authority have been fully liquidated and distributed.

(n)

Cooperative agreement.

(1)

This agreement shall be treated as a cooperative agreement under the provisions of the Interlocal Cooperation Act, constituted as section 25, ch. 20 of the Arkansas Code, as amended (A.C.A. § 25-20-101), and, further, may be treated as a formal compact pursuant to A.C.A. §§ 14-165-201—14-165-204. The authority may accept contributions from governmental units and persons, firms or corporations.

(2)

For purposes of qualifying as an Interlocal Cooperative Agreement, this agreement shall be submitted to the state attorney general in accordance with A.C.A. § 25-20-104(f), and filed with the county clerks of Benton County and Washington County and the state secretary of state in accordance with A.C.A. § 25-20-105(a).

(o)

Agreement controlling; ratification of prior agreement and acts.

(1)

This agreement constitutes a revision and restatement of the original agreement between the governmental units that created and established the authority, and the provisions of this agreement shall be controlling.

(2)

The governmental units, by the execution of this agreement, ratify, validate, approve and confirm the original creation and establishment of the authority.

(p)

Entire agreement; dated date; effective date.

(1)

This writing constitutes the entire agreement between the governmental units. All amendments or modifications hereto must be in writing.

(2)

This agreement shall be dated as of the date on which the last governmental unit executes this agreement.

(Code 1978, § 2.92.06)