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927.~. 4,r ' ` ORDINANCs :IO. ~`~' AN ORDITIANCE PROViDITvG FOR THE ISSUANCE OF PURL' IC UTILITY REFUNDING itEVET]UE BONDS FOR THE PURPOSE OE' REFUNDING CERTAIT~T OUTSTANDING REVENUE BONDS (DESCRIBED IA1 THE AUTHORI ZITQG ORDITQANC?~) ; PRO- VIDIT]G F'OR THE PAXMENT OF' THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER PATTERS RELATING THERETO; AND DECLARIi1G AN ET~iERGETvCY. WHEREAS, the City of West Memphis, Arkansas {the "City") owns and operates electric, water_ and sewer facilities as a single municipal undertaking, the facilities of which constitute the City's Public Utility System (and which wil]_ be Y~erein referred to as the "System"); and WHEREAS, the City has outstanding certain bonds ~rhich are secured by pledges of revenues derived from the System, specifically Public Utility Refunding and Improvement Ra~~enue Bonds, ~` dated May 1, 1976 (which bands shall be referred to herein as the "previous bonds"); a.nd P]HE2EAS, the City Council has determined that by the refunding of the previous bonds the City will realize s.gni.ficant savings and will realize other significant benefits (sucYi as trk reduction of requirements for_ parity bonds and modificai.ion of provisions for System. audits); and WHEREAS, the City is authorized to issue bonds to accomplish the refunding under the Constitution and laws of. the State of Arkansas, including Act No. 131 of. 1933, as amended, Act No. 132 of 1933, as amended, Act No. 297 of 1937, as amended, grid ~. Act No. 145 of 1967, as amendea; and WHEREAS, the City Courci.l has determined tl_at the offer of Stephens Inc., Little Rock, Arkansas, and Uri1IC, Inc., D7.emphis, Tennessee (the. "PL~.rchaser") f:or pu~r_hase of Bonds in the principal amount of $3,615,G00, at a price of $5,402,"192, should be ac.ce~:teci; -2- NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of West Memphis, Arkansas: °~ Section 1. The refunding shall be accomplished, and the Mayor and City Clerk are hereby authorized to execute and deliver such documents and writings and to take such other action as may be necessary or appropriate thereto. It is hereby found and declared that the period of usefulness of the System is forty (40) years, which is longer than the term of the Bonds (identified below). The Bonds are hereby sold and ordered delivered to the Purchaser on the terms set forth herein. The Mayor and City Clerk are authorized and directed to execute a Bond Purchase Agreement and to execute such other writings and take such other action as may be appropriate to carry out the purposes of this Ordinance. Section 2. Under the Constitution and laws of the State of Arkansas, including Act No. 131 of 1933, as amended, Act No. 132 of 1933, as amended, Act No. 297 of 1937, as amended, and Act No. 145 of 1967, as amended, and applicable decisions of the Supreme Court of the State of Arkansas, including City of Harrison v. Braswell, 209 Ark. 1094, 194 S.W. 2d 12 (1946), City of t9est biemphis, Arkansas Public Utility Refunding Revenue Bonds (the "Bonds"), are hereby authorized and ordered issued in the total principal amount of $8,615,000, for the purpose of accomplishing the refunding of the previous bonds and paying expenses, if any, incidental thereto and to the issuance of the Bonds. The Bonds shall be issued as Serial Bonds, in the principal amount of $4,315,000, t and as Term Bonds, in the principal amount of $4,300,000. The '~ - Term Bonds shall be dated April 1, 1978 and shall mature June 1, 2008, and shall bear interest at the rate of 6.750 per annum. The Serial Bonds shall be dated April 1, 1978, and shall mature on June 1 of each year and shall bear interest. as follows: -3- YRAR RATE cur-,T~rnar .-~ 1986 6.75% $155,000 1937 6.75% 170,000 1988 6.75% 180,000 1989 6.75% 195,000 1990 6.75% 205,000 1991 6.75% 220,000 1992 6.75% 240,000 1993 6.75% 255,000 1994 6.750 270,000 1995 6.75% 295,000 1996 6.75% 320,000 1997 6.75% 335,000 1.998 6.75 % 360, 000 1999 6.75 % 385, 00(? 2000 6.75% 415,000 2001 6.75% 315,000 Interest on the Bonds shall be payable on June 1 and December 1 of each year, commencing December 1, 1985. Interest on the Bonds shall begin to accrue April 1, 1985. The Purchaser. may designate the Trustee and Paying Agent for the Bonds, subject to approval by the City Council which approval sf~all be evidenced by Resolution. ~ The Resolution of the City Council may set forth the denominations and numbering of the Bonds, the principal and interest requirements for the Bonds, and such other details pertaining to the Bonds as may be appropriate in implementation hereof. Section 3. The Bonds shall be executed on behalf of the City by the Mayor and City Clerk and shall have impressed thereon the seal of the City. The Bonds may be executed by the facsimile signature of the DZayor and the interest coupons attached to the Bonds may be executed by the facsimile signature of the Mayor. Any facsimile signature of ttie I~~iayor shall have the same force and effect as a manual signature. The Bonds must be executed 3 ~. by the manual signature of the City C1.erk. The Bonds, together with interest thereon, shall be payable solely from the special funds, as hereinafter set f..orth, and shall be a valid claim of the holders thereof only ~~yainst such funds and the revenues pledged to such funds, which revenues ar.e hereby pledged and -4- mortgaged for the payrnent of the Bonds, and shall be used for no other purpose than to pay the principal, interest, and trustee's '" and paying agent's fees on the Bonds, except as otherwise specifically provided in this Ordinance. The Bonds shall not be general obligations of the City but shall be special obligations, the principal of and interest on which are secured by a pledge of net revenues (gross revenues less operation and maintenance expenses) derived from the operation of the System. The Bonds and interest thereon shall not constitute an indebtedness of the City withir_ any constitutional or statutory limitation. Section 4. The Bonds and coupons shall be in substantially the following form, and the P~Iayor and City Clerk are hereby expressly authorized and directed to make all recitals contained therein: ,."' UIIITED STATES OF AS•1ERICA STATE OF ARKA`IS:~S COUNTY OF CRITTEi~DEId CITY OF ~~EST MEMPHIS ~-~ PUBLIC UTILITY REFUNDING REVENUE BOND ~ No. $5, 000 k ~, KNOW ALL h1EN BY THESE PRESENTS: That the City of West i~iemphis, Crittenden County, Arkansas (the "City"), acknowledges itself to owe, and for value received hereby promises to pay to bearer, or if this Bond be registered to the registered owner hereof, solely from the special funds a~ hereinafter set forth, the principal sum of FIVE THOUSAND DOLLARS in lawful money of the United States of America on the first day of June, and to pay solely from the special funds interest thereon at the rate of percent ( %) per ' annum from April 1, 1985 until paid. Interest accrues on this Bond commencing April 1, 1985. Intere st is payable semiannually on June 1 and December 1. of each year, commencing December 1, 1985. Principal and interest ar e payable at the principal office of (the "Trustee" and "Paying Agent"). Payment of interest, when registered as to interest, may be by check or draft mailed to the registered owner at his address reflected on the registration book of the City maintained by the Trustee as Bond registrar. This Bond is one of an issue of Public Utility Fefunding Revenue Bonds aggregating $8,615,000 in principal amount, dated April 1, 1978, all of like tenor and effect except as to number, maturity and right of prior redemption (the "Bonds"'), issued for the purpose of refunding bonds previously issued to finance the """"' construction and equipment of. extensions, betterments and improve- ments to the City's Public Utility System (an electric, water and sewer system operated as a single municipal undertaking (the "System")), and paying necessary expenses incidental thereto and to the issuance of the Bonds. S -6- The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Act No. 131 of 1933, as amended, Act No. 132 of 1933, as amended, Act P1o. 297 of 1937, as amended, and Act No. 145 of 1967, as amended, and applicable decisions of the Supreme Court of the State of Arkansas, including particularly City of Harrison v. Braswell, 209 Ark. 1094, 194 S.ta. 2d 12 (1946), and pursuant to Ordinance No. duly adopted and approved on the day of 1978 (the "Authorizing Crdinarrce"), and do not constitute an indebtedness of the City within any constitutional or statutory limitation. The Bonds are not general obligations of the City but are special obligations payable solely from net revenues of the System. Amounts of System revenues sufficient to pay the principal and interest on the Bonds are to be set aside in special funds created for that purpose by the Authorizing Ordinance, to which reference is hereby made for a statement of the nature and extent of the security and the rights and obligations of the City, the Trustee and the holders of the Bonds. The City has fixed and has covenanted and agreed to maintain rates for services of the Systern which shall be sufficient at all times at least to provide for the payment of the reasonable expenses of operation and maintenance of the System, to provide for the payment, when due, of the principal of and interest on the Bonds, with Trustee's and Paying Agent's fees, as the same become due and payable, to maintain required reserves, and to make required deposits for the depreciation of the System. The Bonds maturing June 1, 2003 are subject to redemption prior to maturity, at the option of tree City, iri whole or in part, with there to be no partial redemption of any Bond, in inverse numerical order from funds from any source on any interest payrnent date on and after December 1, 2002 at a price of the principal amount of the Bonds being redeemed, plus accrued interest to date of redemption. ;~. -~- Plotice of the call for redemption shall be published one time in a newspaper of general circulation throughout the State of Arizans~.; published in the City of Little Rock, Arkansas, giving the numk: and the maturity of each Bond being called, with the publication to be at least fifteen (15) days prior to the redemption date, and after the date fixed for redemption each Bond so called shall cease to bear interest, provided funds for its payment are on deposit with the Paying Agent at that time. In addition, notice sYiall be given by certified or registered mail to the registered owner of each Bond registered as to principal at the address of such owner reflected on the Band registration book of the Bond registrar, and if all outstanding Bonds shall be registered as to principal notice by certified or registered mail to the registered owners thereof as aforesaid shall be sufficient, and it shall not be necessary to publish notice of the call. :; This Bond may be registered as to principal or as to principal. and interest and may be discharged from such registration in the manner, with the effect and subject to tt.e terms and conditions endorsed hereon. Subject to the provisions for registration endorsed hereon, nothing contained in this Bond or in the Authorizing Ordinance shall affect or impair the negotiability of this Bond, and this Bond shall be deemed a negotiable instrument under the laws of the State of Arkansas. This Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. This Bond shall not be valid until i.t shall have beers authenticated by the Certificate hereon duly signed by the Trustee. '? -8- IT IS HEREBY acts, conditions and t performed precedent to have happened and have manner, as required by CEKTIFIED, RECITED AND DECLARED that all zings required to exist, happen and to be and in the issuance of the Bonds do exist, been performed in due time, form and law; that the indebtedness represented by the Bonds does not exceed any constitutional or statutory limitation; and that sufficient revenues have been pledged to and will be set aside for the payment of the principal of and interest on the Bonds. IN WITNESS 6VHEREOF, the City of West M~:mphis, Arkansas, has caused this Bond to be signed by the Mayor and City Clerk thereof (with the facsimile signature of the Mayor and the manual signature of the City Clerk) and sealed with the seal of the City, and has caused the interest coupons attached to be signed ~ by the facsimile signature of. the P~ayor, all. as of the first day of April, 1978. CITY OF WEST P~IEA~YiiIS, ARI:AiISAS ATTEST: By (facsimile signature) Mayor City Cl rk (SEAL) x k (Fo.rm of Caupon ) No. On the first day of (June) (December), 19~, the City of ~~Vest Piemphis, Arkansas, unless the Band to which this coupon is attached is paid prior thereto, hereby promises to pay to bearer solely out of the fund specified in the Bond to which this coupon is attached DOLLARS in lawful money of the United States of America, at the principal office of being six (6) months interest then due on its Publi~~ Utility Refunding Revenue Bond, dated April 1, 1978, and numbered CITY OF NEST bSEMPHIS, ARKANSAS By (facsimile signature) P~ayor On each of the Bonds shall appear the following: CERTIFICATE OF AUTHENTICATION This is one of the Bonds of the issue of the City of Nest :Memphis, Arkansas, Public Utility Refunding Reve.~ue Bonds, described within. By Authorized Signature PROVISIOi1S FOR REGISTRATION AND RECONVERSION This Bond may be registered as to principal alone on books of the City, kept by the Trustee as bond registrar, upon presentation ~„ hereof to the bond registrar, which shall make mention of such regis- tration in the registration blank below, and this Bond may thereafter be transferred on1_y 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. Such transfer may be to bearer, and thereafter transferability by delivery shall be restored, but this Bond shall again be subject to successive reg- istrations and transfers as before. The principal of this Bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representative. Interest accruing on this Bond will be paid only on presentation and r surrender of the attached interest coupons as they respectively beco^~e due, and notwithstanding the registration of this Bond as to principal, the appurtenant interest coupons shall remain payable to bearer and shall continue to be transferable by delivery; provided, that if upon registration of this $ond, or at any time thereafter while this Bond is registered in the name of the owner, the unmatured coupons attached evidencing interest to be thereafter paid hereon, shall be surrendered to said bond registrar, a statement to that effect will be endorsed hereon by the bond registrar and thereafter irterest evidenced by such surrendered coupons may be paid by check or draft of the bond registrar at the times provided herein to the registered owner of this Bond by mail to the address shown on the registration books. This Bond when so converted into a bond registered as to both principal ~" and interest may be reconverted into a coupon bond at the written re- quest of the registered owner and upon presentation at the office of said bond registrar. Upon such reconversion the coupons representing the interest to become due thereafter to the date of maturity will again be attached to this Bond and a statement ~,aill be endorsed hereon by the bond registrar in the rec~istr.ation blank below whether it is then registered as to princip~-~.l ar pa,~abl.e to bearer. ~d .'Manner of Signature o~ Date of Registration: Name of Registered O~aner:P.egistration:Lond Registrar ~, ~r~' !f -12- Section 5. The City has previously fixed rates for the services of the System, by ordinances duly adopted and approved, =" which rates are hereby ratified and confirmed. ~. The City covenants and agrees that the rates shall never be reduced while any of the Bonds are outstanding unless there is obtained from.an independent certified public accountant a certificate that the net revenues of the System (net revenues being defined as gross revenues less the expenses of operation and maintenance of the System, including all expense items properly attributable to the operation and maintenance of the System under. generally accepted accounting principles applicable to municipal electric, wager and sewer systems), with the reduced rates, will always be equal to the amount required to be deposited in the Depreciation Fund plus at least 1500 of the average annual principal . and interest requirements on all outstanding bonds payable from the revenues of the System. The City further covenants and r~" agrees tYYat the rates, if necessary from time to time, shall be increased to that amount which will produce net revenues at least sufficient to pay principal, interest and Trustee's and Paying Agent's fees when due, on all bonds to which System revenues are pledged, make required deposits into the Depreciation Fund, and otherwise comply with the provisions of this Ordinance and all ordinances authorizing such bonds. Calculations for t:he purpose of this Section 5 shall be made as set forth in Section 15(b) hereof (pertaining to-the Term Bonds). ' Section 6. None of the facilities or services afforded by the System shall be furnished without a charge being made therefor. In the event that. the City or any depart.nent, agency or instrumentality thereof shall avail itself of the facilities and services afforded by the System, the reasonable value of the -13- services or facilities so afforded shall be charged against the City or such department, agency or instrumentality and shall be paid for as the charges therefor accrue. The revenues so received ,-- shall be deemed to be revenues derived from the operation of the System and shall be used and accounted for in the same manner as any other revenue derived from the operation of the System. Nothing herein however shall be construed as requiring the City or any department, agency or instrumentality thereof to avail itself. of the facilities or services afforded by the System. Section 7. The System shall be continuously operated as a revenue producing undertaking. All moneys received from the operation of the System shall be deposited in such depository or depositories for the City as may be lacefully designated from time to tune, but which must hold membership in the Federal Deposit Insurance Corporation. All deposits shall be in the name of the City and shall be so designated as to indicate the particular funds to :ahich the revenues belong. Section 8. Aa_1 revenues derived from the operation of the System shall be paid into a special f and, which is hereby created and designated "Public Utility Fund". The revenues in the Public Utility Fund are hereby pledged and shall be applied to the payment of the reasonable and necessary Expenses of cperati.on and maintenance of the System, to the payment of the principal of. and interest on the Bonds, to the providing of the Depreciation Fund, and otherwise as in this Ordinance expressly authorized. Section 9. There shall be paid from the Public tTtilicy Fund into a fund which is hereby created and designated "Public ~. utility Operation and Maintenance Fund" (the "Operation and Maintenance Fund"), on the first business day of each month, commencing with the month next succeeding issuance of the Bonds, an amount sufficient to pay the reasonable and necessary monthly expenses of operation, repair and maintenance of the System for such month and from which disbursements shall be made only for t7 -14- those purposes. Fixed and the cost of major camputed and set up on the amount thereof may Fund each month. annual charges such as insurance premiums repair and maintenance expenses may be an annual basis, and one-twelfth (1;12} of be paid into the Operation and Maintenance If in any month for any reason there shall be a failure to transfer and pay the required amount into said fund, the amount of any deficiency shall be added to the amount otherwise required to be transferred and paid into said fund in the next succeeding month. If in any fiscal year a surplus shall be accumulated in the Operation ar~d Maintenance Fund over and above the amount which shall be necessary to defray the reasonable and necessary costs of operation, repair and maintenance of the System during the remainder of the then current fiscal year and the nE:xt ensuing fiscal year, such surplus may be transferred and ~"' deposited in the Serial Bond Fund (hereinafter created), the ~v"' Sinking Fund (herei_nafter created) or in the Depreciation Fund (hereinafter created); provided, however, that any such -transfer into the Serial Bored Fund or the Sinking Fund shall be ir. addition to all other payments required to be made into the Serial Bond Fund or the Sinking Fund. Section 10. (a) After making the monthly deposit in the Operation .and Maintenance Fund, there shall be transferred from the Water and Sewer Fund into a special fund which is hereby created and designated "Public Utility Serial Revenue Bond Principal and Interest Fund" (the "Serial Bond Fund") the sums in the amounts and at the times hereinafter stated in this Section for the purpose of providing funds for the payment of the principal of and interest on the Serial Bonds herein authorized, with the Trustee's and Paying Agent's fees. J ~; -15- (b) There shall be paid from the Public Utilit,,~ Fund into the Serial Bond Fund, beginning June 1, 1985 and continuing on the first business day of each month thereafter until all outstanding Serial Bonds, with interest thereon, have been paid in full, or provision made for such payment, a sum equal to one- sixth (1/6) of the next installment of interest and one-twelfth (1/12) of the next installment of principal on the Serial Bonds, plus such additional sums as may be necessary to provide for the Trustee's and Paying Agent's fees and to insure that sufficient moneys will be on deposit in th.e Serial Bond Fund to make timely payment of. principal and interest on the Serial Bonds. (c) If the revenues of the System are insufficient to make the required payment on the first business day of the following month S_nto the Serial Bond Fund,. then the amount of any such deficiency ir. the payment made shall be added to the amount otherwise required to be paid into the Serial Bond Fund on the first business day of the next month. (d) There is hereby created and designated a special fund, the "Debt Service Reserve," which shall be initially funded by the transfer thereto of all moneys and securities held in the debt service reserve for the previous bonds and which shall. be increased, by investment earnings, to a level equal to the average annual principal and interest requirements on the Serial Bonds for the years 1986 to 2001, .inclusive.. In~the event of any withdrawal from the Debt Service Reserve. prior to its having reached the required level or_ in the event of its being reduced below the required level subsequent to its having reached the ~ required level, the withdrawal shall be cured or the Debt Service Reserve increased to the r.r:~duired level from moneys in the Public Utility Fund before any of such moneys are used for any purpose other than the making of payments into the Operation and Maintenance Fund, the Serial Bond Fund or the Sin}:ing Fund. -16- (e) If for any reason the City shall fail at any time to make any of the required payments into the Serial. Bond Fund, or the Sin}sing Fund, any sums then held in the Debt Service Reserve shall be used to the extent necessary to make the required payment, but the Debt Service Reserve shall be reimbursed as required under and as provided in subsection (d) above. 'l~he Debt Service Reserve shall be used solely as herein provided. To the extent of any surplus (in excess of the required level) in the Debt Service Reserve such surplus may be transferred to the Serial Bond Fund or. the Sinking Fund. (f) When the moneys and/or Investment Securities (as defined in Section 26 hereof) held in the Serial Bond Fund shall be sufficient to pay the principal of and interest on all Serial Bonds then outstanding, and the Trustee's and Paying Agent's fees, the City. shall not be obligated to make any further payments into the Serial Bond Fund. At such time as the Sinking Fund attains the maximum value as set forth in Section 10(j) hereof, the. Debt Service Reserve shall be held exclusively for the security .and benefit of the Serial Bonds and for al_1 purposes under this Ordinance, including, this Section 10(f) and Section 10(e), shall be deemed a part of the Serial Bond Fund. (g) All moneys in the Serial Bond Fund shall be used solely for the purpose of. paying the principal of and interest on the Serial Bonds, and the Trustee's and Paying A~3ent's fees, except as herein specifically provided. If a surplus shall exist in 'she Serial Bond Fund over and above the amount required for making all principal and interest payments during the succeeding '' twelve months on all outstanding Serial Bonds, and the Trustee's and Paying Agent's fees, such surplus may be applied to the payrnent of the prir.cipa]_ of and i.nterc~st. on any Bonds that may be called for rederipti.on prior to maturity. -17- (h) It shall be the duty of the City to withdraw from the Serial Borid Fund at ].east three (3) days before the maturity date of any Serial Bond or interest coupon issued hereunder and to deposit with the Paying Agent an amount ,equal to the amount of such Serial Bond or coupon for the sole purpose of paying the same, together with the customary Trustee's and Paying Agent's fees, and no withdrawal of funds frorn the Serial Bond Fund shall be made for any other purpose except as otherwise authorized in this Ordinance. (i) The Serial Bonds shall be specifically secs: d by a pledge of all the revenues required to be placed int~~ ti. Serial Bond Fund. This pledge in favor of -the Serial Bones., is hereby irrevocably made according to the terms of this Ordinance, and the City and its officers and employees shall execute, perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance. (j) There is hereby created a fund designated the "Term Bond Sinking Fund" (the "Sinking Fund"). The Sinking_Fund shall be maintained, with the Trustee, and deposits shall be made therein as set forth hereinafter. There shall be paid from the Public Utility Fund, on or before April 27 and October 28 each year, commencing April 27, 1978, on a parity of security with the payments into the Serial Bond Fund to the Sinking Fund that amount which shall be sufficient, together with moneys and/or Investment Securities then held in the Sinking Fund, to cause the value of the Sinking Fund (as defined below) to equal, on the then r:e1t succeeding Nay 1 or t~ovembcr 1, not less than the value ' set forth ir. the following schedule: -18- 5/1/78 $ 278,000 11/1/78 440,000 5/1/79 73^0,000 11/1/79 915,000 5/1/80 1,239,000 11/1/80 1,433,000 5/1/81 1,770,000 ~; 11/1/31 1,972,000 5/1/82 11/1/82 2,323,000 2,555,000 5/1/83 2,947,000 11/1/83 :x,190,000 5/1/84 3,600,000 11/1/84 3,857,000 5/1/85 4,300,000 For al.l purposes under this Ordinance the "value of the Sinking Fund" shall at any time consist of the aggregate of all moneys held in the Sinking Fund plus the face amount of all Investment Securities held therein plus the amount of any ac crued and unpaid interest on such Investment Securities, provided that such Invest- ment~Securities mature not later than December 1, 2008 and bear interest at a rate o.r. rates such that the annual simple interest on all such Investment Securities equals at least 6.75 of the required value of the Sinking Fund at the time of such valuation. (k) All moneys ar_d Investment Securities held in the Sinking Fund shall be held and applied solely for the security and payment of the ~i~'erm Bonds, except as set forth herein. The Term Bonds shall be deemed to be paid and discharged, pro rata .and without distinction or priority, to the extent, at any time, of the value of the Sinking Fund. At such time as (1) the Sinking Fund shall attain the maximum value set forth in subsection (j) above and (2) earnings. to be paid on Investment Securities held ~~ in the Sin}:ing Fund, plus any cash he1_d therein, shall be payable -19- in amounts and at times sufficient to assure payment of interest on the Term Bonds, as due and payable: (i) the Term Bonds shall be deemed to be no longer outstanding and the City shall not be obligated to make any further payments into the Sinking Fund, and (ii) any surplus i n the Sinking Fund over and above the maximum value set forth in subsection (j) above and over and above an amount equal to the next succeeding interest payment on the Term Bonds shall be transferred by the Trustee to the City and may be used by the City for any lawful municipal purpose.. (1) The Trustee shall ~,~ithdraw from the Sinking Fund moneys and/or Investment Securities, and selJ_ Investment Securities as necessary, in order to make timely deposit of moneys with the Paying Agent for payment of the principal of and interest an the Term Bonds, with ~1'rustee's arLd Paying Agent's fees. Section 11.. After making the required payments into the Operation and P-Iai.ntenance Fund, the Serial. Bond Fund and the Sinking Fund, there shall be paid from the.Public Utility Fund into a fund wriich is hereby created and designated "Public Utility DE'_prCClatlGn Fund" (the "DepreClatlon FU21d")y On the first ~usirress day of the month immediately following the month in which the Bonds are delivered and continuing on the first business day of each month thereafter while any of the Bonds are unpaid, 30 of the gross revenues of the System for the preceding month. The moneys in the Depreciation Fund sl~a.ll be used solely for the purpose of paying the cost of replacements made necessary by the depreciation of the System; provided, however, in the event that no other funds are available therefor the moneys in the Depreciation Fund may be used to the extent necessary to prevent a default in the payment of the principal of and interest on the Bolds. i -20- If in any fiscal year a surplus shall be accumulated in the Depreciation Fund over and above the amount necessary to defray the cost of the probable replacements during the then current fiscal year, and the next ensuing fiscal year, such surplus may be transferred and paid into the Serial Bond Fund or the Sinking Fund;.provided, however, that such payments shall be in addition to all other payments hereinbefore required to be made into the Serial Bond Fund and the Sinking Fund. Section 12. Any surplus in the Public Utility Fund after making all disbursements required by the provisions of this Ordinance and making full provision for the other funds herein provided, and over and above the amount of the payment next required to be made into the Sinking Fund, may be used, at the F option of the City, for the redemption of Bonds prior to maturity in accordance with the redemption provisions herein set forth, for constr.ucti_ng extensions, betterments and improvements to the System, or for any other lawful municipal purpose. Section. 13. Upon delivery of the Bonds any moneys or securities now being held in any fund or. account being maintained pursuant to the ordinances authorizing .and pertaining to the previous bonds (or any issue thereof), shall be transferred to the corresponding fund or funds created and to be maintained pursuant to the provisions of this Ordinance or shall be transferred to the Publi-c Utility Fund. Section 14. The City hereby agrees that all payments on the Bonds and interest shall be made only through the Paying Agent. Al1.Bonds paid at maturity or redemption prior to maturity w ~,,~ shall be canceled ~.ahen such payment is made, together with all unmatured coupons appertaining thereto, and shall not be reissued. All unpaid interest coupons maturing on or prior to the date of such payment shall continue to be payabl<=~ to the respective bearers thereof. -21- Section 15. (a) As long as any of the Bonds authorized and .issued under and pursuant to the provisions of this Ordinance are unpaid, the City shall not issue or attempt to issue any Bonds claimed to be entitled to a priority of lien on the revenues of the System over the lien securing the Bonds of this issue. Nothing contained in this Ordinance shall be construed to prevent the issuance by the City of additional bonds to finance or refinance the cost of constructing any future extensions, betterments or improvements to the System; provided, however, the City shall not authorize or issue any such additional bonds ranking on a parity with these Bonds unless and until there shall have been procured and filed with the Trustee a statement by an independent certified public accountant not in the regular employ of the City reciting the opinion based upon necessary investigation that (1) net revenues of the System for the fiscal year inunediately preceding the fiscal year in which it is proposed to issue such additional bonds shall equal not less than 12.50 of -the average annual principal and interest requirements on the Bonds and the bonds proposed to be issued, or (2).that net revenues of the System for the then current or the next ensuing fiscal year, including any increase in revenues attributable to the proposed extensions, betterments and improvements as reflected by the written opinion of a duly qualified consulting engineer not in the -regular employ of the City, shall equal IlOt less than 140° of the average annual principal and int=erest requirements on the Bonds anc:i the bonds proposed to be issued. For the purposes of the computation required by this paragraph, additional amounts may be added to the net revenues of the completed fiscal year immediately preceding the issuance -22- of additional bonds, as follows: If, prior to the issuance of ~. the additional bonds and subsequent to the first day of such preceding fiscal .year, the City shall have increased its rates or charges imposed for services of the System there may be added to the net revenues of such fiscal year the additional net revenues which would have been received from the operation of the System during such fiscal year had such increase been in effect throughout such fiscal year, as reflected by a certificate of a duly qualified consulting engineer not in the regular employ cf the City and approved by the Trustee. (b) In making any calculation of principal and interest requirements for the purpose of this Section (and of Section 5) the independent certified public accountant: (i) shall not take into account the principal of or interest to be paid at any time f on the Term Bonds and (ii) shall treat rorruired Sinking Fund LL payments a.s principal and interest requirements (including Trustee's and Paying Agent's fees) for the Term Bonds and (iii) shall treat the years in which such required Sinking Fund payments are due and payable as the years in which Term Bond principal and interest are to be paid. In the event of any agreement between the City and. the ~i~rustee, the Purchaser or any other financial institution for the purchase by the City of Specified, Investment.Securities for deposit in the Sinking Fund and the independent certified public accountant shall rely upon such agreement in determining the moneys required for. the making of required Sinking Fund payments and shall treat required payments as equal to the amounts necessary to increase the value of the Sinking Fund as required thereunder; absent such an agreement required Sinking Fund payments shall be assumed to be in cash. -23- (c) The form "not revenues" as used i.n this Section shall mean gross revenues of the System less the amounts required to pay the cost of operation .and maintenance of. the System. The ~ term "gross revenues" shall mean all revenues of the System, except that for the purpose of this Section 15, and for the purpose of Section 5, Section 8, Section 9 and Section 11, and for the purpose of other provisions where clearly inappropriate, "gross revenues" shall not refer to or include earnings held in or derived from the investment of moneys in the Sinking Fund. (d) The additional bonds, the issuance of which is restricted and conditioned by this Section, shall be understood. to mean bonds payable from the revenues of the System on a parity with these Bonds and shall not be deemed to include other obligations. the security and source of payment of which are subordinate and subject to the priority of these Bonds. Section 16. It is covenanted and agreed by the City with the holders and registered owners of the Bonds, or any of them, that the City will faitrfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Arkansas, including the charging and collecting of reasonable and sufficient rates, as herein specified, lawfully established f.or services rendered by the System, the segregating of the revenues of the System as herein required and the applying of the revenues to the respective funds herein created and referred to. Section 17. The Term Bonds shalt be subject to redemption ~, prior to maturity in accordance with the terms set out in the Bond form. Tire Serial Bonds shall not be subject to redemption prior to maturity. -24- Section 18. The City will keep proper books of accounts ~` and records (separate from all other records and accounts) in which complete and correct entries shall be made of all transactions relating to the operation of the System, and such books shall be available for inspection by the holder of any of the Bonds at reasonable times and under reasonable circumstances. The City agrees to have tllese records audited by an independent certified public accountant at least once each year, and a copy of the audit shall be delivered to the Trustee and made available to interested holders and registered owners. In the event the City fails or refuses to make the audit, the Trustee, or any holder and registered owner of the Bonds may have the audit made, and the cost thereof shall be charged against the Operation and :Maintenance Fund. The requirerlerits of th:i.s Section regarding per- formance of an audit may be satisfied by audit performed by the appro- priate agency of_the State of Arkansas, provided that the audit is -~ performed by an independent certified pl7b]_ic accountant. Section 19. The City covenants and agrees that it will maintain the System in good condition and operate the same in an efficient manner .and at reasonable cost. While any Bonds authorized- ., hereby are unpaid, the City agrees that it will insure and at all times keep insured, in the amount of the full insurable value thereof, in a responsible insurance company or campanies authorized and qualified under the laws of the Sta g-~ of Arkansas to assu_ne the risk thereof, properties of the System, t:o the extent that such properties would be covered by insurance by private companies engaged in similar types of businesses, against loss or damage thereto from fire, lightriirici, tornado, w.ir-Ids, riot, strike, civil commotion, malicious dama~~ci, exE~losion, e;;tended coverage and against any other loss or damage from any other causes customarily insuredagainst by privat.o companies enq.~gc~d i_n similar types of businesses. The .insurance }?olic.ies are to be taken with companies approved by the Trustee, are to carry a clause ma}:ing them payable t0 thci ~I'r11S ~ - 7 , teE' c-1.~ do adU 1 f~lOn~il lIiSL1rC'Cl aS 1tS 1.1ItC'I"E~_,C rila`r` ~~'~~tr, ,;;~i~ ~ _ ' i i -25- or satisfactor,,~ evidence of the ir.surai:ce shall be filed witi7 thz Trustee. In the event of loss, the proceeds of such insurance ,.~. shall be applied solely toward the reconstruction, replacement or repair of the System, and in such even t. the Cit:~ will, with reasonable promptness, cause to be commenced. and completed the reconstruction, replacement and repair work. If such proceeds are more than sufficient for such purposes, the balance remaining shall be deposited to the credit of the Public Utility Fund, and if such proceeds shall be insufficient for such purposes, tYie deficiency shall be supplied, first, from moneys i..n the Depreciation Fund, and second, from moneys in the~Operation and maintenance Fund, and third, from surplus moneys in the Public Utility Fund. Nothing herein shall be construed as requiring the City to expend any funds fo.r. operation and maintenance of the ,System or for ~ premiums on its insurance which are derived from sources other than the operation of the System, but noth_i.ng hez-eir. shall be construed as preventing the City from doing so. Section 20. The City .covenants and agrees that so long as any Bonds authorized hereby ar.e unpaid, tYaat it will not mortgage, pledge or otherwise encumber the System, or any part thereof or any revenues derived from the operation thereof, except as herein specif.ical.ly provided, and will rot sell, lease or otherwise dispose of any substantial por.-ti_on of the same. Section 21. 'l~'here shall be a statutory mortgage lien upon. the water facilities, which shall exist. in favor_ of the ~, holders and registered owners of the Bonds so long as any of the Bonds remain unpaid; provided, Yiowever, that such statutory mortgage lien shall. be ini_erpreted according to the decision of the Supremo Court of_ the St:at.e of Arkansas in City of Harrison v. Braswell , s~~.zi>ra . _2`_ Section 22. The owner or owners of all improved property lying within the area that will be served by the. sewer facilities "- are hereby directed and required, upon written request from the .~ City, to connect all toilet and waste water facilities of such improved property with the sewer facilities. The required notice by the City shall be given at lea$t thirty (30) days prior to the final date for connection, and if any property owner shall fail to-make such connection after having been so requested in writing, the City hereby covenants and agrees to institute appropriate proceedings in a court of competent jurisdiction to compel such connection. Furthermore, any property owner who fails or refuses to connect his improved property with the-sewer facilities after having been so requested by the City shall be guilty of a. misdemeanor and upon conviction shall be fined in any sum not less than $2.00 and not more than $1.0.00, and each day's failure or refusal after the expiration of the time fixed in the notice to make tine connection ,~ shall be a separate offense; provided, however, that the provisions hereof pertaining to a misdemeanor shall be effective only in the event that the City Health Officer, or. other duly designated indiv.i.dual or board, has found and declared that such failure cn the part of any particular property owner constitutes a hazard to the public health and safety of the~City and its inhabitants. Section 23. (a) The City covenants ar~d agrees that the holders and registered owners of the Bands shall have the protection of the provisions of Section 13 of Act No. 132 of the Acts of Arkansas of 1933, as amended (Ar}c. Stat. Ann. § 19-4113 (Reel. 1963)) ("Act ivo. 132"), and the Cil.y will diligently proceed to enforce the lien of unpaid sewer charges against the premises served by the sewer facilities and to collect the amount due, together with the pena]_ty and expanses authorized by Act ',~to. 132. And, if the Cit}~ shal_1 fail to pr.occed within thirty (3U) days after written requE~st sha]_1 have 1_>c~en filed by the Trustee, -27- the Trustee may, and upon the written request of the holders and registered owners of not less than ten percent {l00) in principal .- amount of the Bonds then outstanding shall, proceed to enforce the. lien in accordance with and pursuant to the authorization of Act No. 132. (b) If there be any default in the payment of the principal of or interest on any of the Bonds, or if the City defaults in any Serial Bond Fund or Sinking Fund requirement or in the performance of any of the other covenants contained and set forth in this Ordinance, the Trustee may, and upon the written request of the holders and registered owners of not less than ten percent (10%} in principal amount of the Bonds then outstanding shall, by proper suit compel the performance of the duties of the officials of the City under the laws of Arkansas. And in the case of a default in the payment of the principal of and interest on any of the Bonds, the Trustee may, and upon the written request of holders or~reg.istered owners of not less than ten percent (l00) in principal amount of the Bonds then outstanding shall, apply in a proper action to a court of. competent jurisdiction for the appointment of a receiver to administer. the System on behalf f of the City and the holders and registered owners with power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and collected) rates sufficient to provide for the payment of the expenses of operation, maintenance and repair and to pay any Bonds and interest outstanding and to apply the revenue in conformity with the laws of Arkansas and with this Ordinance. When all defaults in princi.r~~al and interest payments have been cured, the custody and operation of the System shall revert to the City. (c) i1o ho:Lder or registered owner. of any of the outstanding Bonds shall ha~,~e any right to institute any suit, action, mandamus or other proceeding in equity or in law far the protection or enforcement of any right under this Ordinance or. under. the laws -28- of Arkansas unless such holder or registered owner previously shall have given to the Trustee written notice of the default on account of which such suit, act~.on or proceeding is to betaken, and unless the holders and registered owners of not less than ten percent (10`0) in principal amount of the Bonds then outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall. have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted by the laws of Arkansas, or to institute such action, suit or proceeding in its name, and unless, also, there shall have been offered to tl'ie Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a r.casonable time, rrr and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Ordinance or to any other remedy hereunder. It is understood and intended that no one or more holders or registered owners of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice. the security of this Ordinance, or to enforce any right hereunder e:tcept in the manner herein provided, that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all holders and registerred owners of the outstanding 1>onds and coupons, and that any individual rights of action or other right given to one or more of such. holders and registered owners by law are restricted by this Ordinance to the rights and remedies herein provided. (d) All rights of action under this Ordinance or under any of the Bonds secured hereby, enforceable by the Trustee, may -29- be enforced by it without the possession of any of the Bonds or coupons appertaining thereto,. and any such suit, action or proceeding . instituted by the Trustee shall be brought in its name for the benefit of al.l the holders and registered owners of such Bonds and coupons,. subject to the provisions of this Ordinance. (e) No remedy herein conferred upon or reserved to the Trustee or to the holders and registered o~,rners of the Bonds is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or given by any other law. (f) No delay or omission of the Trustee or of any holders or registered owners of the Bonds to exercise any right or power accrued upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Ordinance to the Trustee and to the holders and registered owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. (g) The Trustee may, and upon the written request of the holders and registered owners of not less than fifty percent (500)• in principal amount of the Boncis then ou.tstar~ding shall, waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted under the provisions of this Ordinance or before the completion of the enforcement of any other remedy, but no such waiver sl•iall extend to or affect any other existing or any subsequent default or defaults or impair any rierhts or remedies consequent thereon. -3a- Section 2~. ~•7hen the Bonds have been executed and the seal of the City impressed as herein provided, they shall be delivered to the Trustee and the Trustee shall authenticate them and deliver them to the Purchaser upon payment of the purchase price ("total sale proceeds"). The manner of. payment of the purchase price may be set forth in a letter of delivery instructions executed by the b7ayo.r and delivered to the Trustee. -The total .sale proceeds., less amounts, if any, required to pay expenses, shall be invested, as set forth in the letter of delivery instructions or as set forth in the Refunding Trust Agreement (identified below), in Investment Securities (as defined in Section 26 hereof) with such maturities and redemption provisions as, together. with available cash, will produce, as needed, sufficient moneys to pay principal, interest, and Trustee's and Paying Agent's fees on the previous bonds, as due and payable. The Investment Securities ,,,,,., and cash, if any, shall be identified i_n a Refunding Trust Agreement executed by the Mayor and City Clerk, which Refunding Trust Agreement shall provide that the Investment~Securities, and cash, if any, shall. be held in trust for the security of the previous bonds and shall provide for. the proper handling and disbursement of moneys held in trust thereunder for th.e payment of principal, interest, and Trustee's and Paying Agent's fees on the previous bonds, as due and payable. `i'he Mayor. and City Clerk are authorized and directed to enter into the Refunding Trust Agreement, and such writings as may be incidental thereto, incorporating and implementing the provisions of this Sf~ction. The `T'rustee or any officer.- t:Y~erc~o.f. is hereby authorized, ~~; as agent and attorney-in-fact for the City, to subscribe for and ta}~:e deli°:~ery of Investment: Securities a.nd to e~:ecute such writings and take such other action as may be aY>propriate or incidental thereto. --31- erection 25. (a) Dlonevs held fer the credit of the Serial IIond Fund, the Sinking Fund and the Debt Service Reserve h shall be continuously invested and reinvested in Investment Securities which shall mature, or which shall. be subject to redemption by the holder thereof, at the option of such holder, not later than the date or dates such moneys will be needed; provided, however, Investment Securities held in the Debt.Service Reserve shall mature or be subject to redemption at the option of the holder not later than ten (10) years after investment. (b) Moneys held for the credit of any other fund may, at the option of the City, be invested and reinvested pursuant to the direction of the City in Investment Securities or in certificates of deposit of banks that are members of the Federal Deposit Insurance Corporation, or other investments as may be from time to times pc~rm.itted by .law, which shall mature, or which shall be subject io rc~demptic~n by the holder t.herc~of , at the option of ~"''~ such holder, not later than the date or dates ca}-yen the moneys held for the credit of the particular fund will be required for the purposes intended. (c) Ob]_igati.ens so purchased as an investment of moneys in any such fund shall be deemed at all times. to be a part of~such fund and the interest accruing thdreon and any profit realized from sucl-i investment shall be credited to such fund, and any loss resulting fz-om such investment shall be charged to such fund, (d) Pdoneys so invested in Investment Securities need not be secured by the depository bank. (e) 111 investments shall be at. the clirectior.~ 'o f. the ''~ City. The City may enter into an agreement or agreements with the Trust~~c, the Purc}::zsc~r or other financia]_ i.nstitlztioris providing that such i:i_nancial. institution or institut.i.ons ma.y ma};e suc}-c investments. The City r.ovenants that it ~-~i.ll net, for. a period "J4- of 31 days from the issuance of the Bonds, enter into any agreement or agreements with the Trustee, the Purchaser or other persons pursuant to which the City would, directly or indirectly, borro~•~ to obtain funds to be used for or otherwise to finance the purchase of Investment Secu riti es. Section 26. (a) Serial Bonds and coupons for the payment or redemption of which moneys or Investment Securities, as hereafter defined in this Section, shall have been deposited in the Serial Bond Fund shall be deemed to be paid and discharged within the meaning of this Ordinance, and in determining the sufficiency of_ such deposit there shall be considered the principal amount of such Investment Securities and the interest to be earned thereon to maturity thereof; provided, however, that if such Serial Bonds are to be redeemed prior to t~~ie maturity thereof, notice of such redemption shall have been duly given. Term Bonds, with appuz:tenant coupons, shall be deemed to be paid and retired to the extent of_ the value of_ the Sinking Fur_d (a.s c'.efined ir. SeCtlOr1 10 above). Est such time as the Sinking Fund meets the requir:>ments set forth in Section 10(k) hereof, all of the Term Bonds shall be deeir~ed to be paid and retired and, in addition, to be rio longer "outstanding" under this Ordinance. (b) "Investment Securities" shaa_1 mean direct or fully guaranteed obligations of the United States of_ America maturing on or prior to the maturity or redemption date of the Bonds. (c) Ttie City may at any time sur_rende~r_ to the Trustee for cancellation by it anl~ Bonds previously au',~henti.cated ar.d delivered hereunder, together. with any unpaid coupons thereto +~ belonging, which the City may have acquired in anl• manner whatsoever, and such Bonds and coupons, upon such surrender and cancellation, shall be deemed to be_ paid and roti_red. -33- Section ~7. In the event the office of Mayor, City ...~„ Clerk, City Treasurer, Manager of the System or City Council shall be abolished, or any two or more of such offices shall be merged or consolidated, or in the evert the duties of a particular office shall be transferred to another office or officer, or•in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event• any such officer .shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such office or officer shall be performed by the office or officer succeeding to the principal fuixctions thereof, or by'the office or officer upon whom such powers, obligations and duties shall be imposed by law. Section 2°. The City hereby covenants that no part of ,~,r the proceeds of the Bonds shall be used, at any time, directly or indirectly, in a manner which, if such use had been reasonaYrly antici.p~:rted on the date of issuance of the Bonds, would have caused the Bongs to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder proposed or in effect at the time of_ such use and applicable to obligations issued on the date of issuance of the Bonds. Section ?_9. The provisions of this Ordinance shall constitute a binding contract between the City and the holders and registered owners of the outstanding Bands and coupons issued hereunder, and the City will at all times strictly adhere to the terr~ls and provisions hereof and fully discharge all.of its obligations hereunder. Subject t.o the terms and provisions contained in this Section and not other~•~i_se, the holders and registered owners of not loss th<an seventy-f_ive percent ( 75 ~ ) in agg.r_egate pr. i_ncipal amount of thc~ Bonds then outstanding shall have the .ri.ght, from -34- time to time, anytriing contained in this Ordinance to the contrary notwithstanding, to consent to and approve the adoption by the ...e City of such ordinance supplemental hereto as shall be necessary or desirable .for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of. the terms or provisions contained in this Ordinance or in any supplemental ordinance; 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 Bond 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 or a pledge of revenues other than as expressly authorized by the appropriate provisions of this Ordinance as now adopted, or (d) the creation of a privilege of priority of any Bond or Bonds over any other Bond or Bonds, or (e) the rights of the ~,, holders of the Term Bonds with regard to the Sinking. Fund, or (f) a reduction in the aggregate principal amount of_ the Bonds required for consent to such supplemental ordinance. Section 30. The Trustee shall only be responsible for the exercise of goad faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and in the face of the Bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required to take any action as Trustee unless it shall have been requested to do so in writing by the holders and registered owners of not less than ten percent (l00) in principa_1 amount of. the Bonds of this issue then outstanding and shall have been offered reasonable security and indemnity ~ against the costs, expenses and liabilities.to be incurred therein or thereby. The Trustee may resign at any tirne by ten (10) days notice in writing to the City Clerk and the majority in principal amount of the holders and registered owners of the outstanding -35- Bonds of this issue at any time, with or without cause, may remove the 'Trustee. In the event of a vacancy in the office of Trustee, either by resignation or by removal, the majo.ri.ty in principal amount of the holders and registered owners of the . outstanding 3onds of this issue may appoint a new Trustee, such. appointment to be evidenced by a written instrument or instruments filed with the City Clerk. If the majority in principal amount of the holders and registered owners of the outstanding Bonds of this issue shall fail to fill a vacancy within thirty (30) days after the same shall occur, then the City shall forthwith designate a new Trustee by a written instrument filed in the office of the City Clerk. The original Trustee and any successor Trustee shall file a written acceptance and agreement to execute the trust imposed upon it or them by this Ordinance, but only upon the terms and conditions set forth in this Ordinance and subject to the provisions of this Ordinance, to al_1 of which the respective holders and registered owners of the Bonds agree. Such written acceptance shall be filed with the City Clerk and a copy thereof shall be placed in the Bond transcript. Any successor Trustee shall have all the pocaers herein granted to the original Trustee. In the event of a change in the office of Trustee, the old Trustee which has resigned or been removed shall cease to be Paying Agent. Section 31. This Ordinance shall not create any right of any kind and no right. of any kind sl~al_1 arise hereunder pursuant to it until the Bonds authorized by this Ordinance shall be issued and delivered. Section 32. If any provision of this Ordinance shall ---- for any reason be declared to be il_leyal. or invalid, such declaration shall not affect the validity of the r.~:maind~r of the provisions of the: Ordinance and to th ~t e>:tent all provisions of this Ordinance are hereby declared to be severable. -3G- Section 33. All ordinances,. resolutions and parts thereof in conflict herewith, including specifically any parts of the ordinances and resolutions authorizing and pertaining to the i previous bonds, that are in conflict herewith are hereby repealed to the extent of such conflict. Section 34. It is hereby ascertained and declared that an immediate need exists for the refunding of the indebtedness • evidenced by the previous bonds in order that the savings and other significant benefits may be realized. It is, therefore, declared that an emergency exists, and this Ordinance being necessary for the immediate preservation of the public peace, health and safety shall take effect and be -in force from and • after its passacxe, PASSED: ~~~~ ~ , 1978. ~ APPROVED: ATTEST: ~ ~~~% B y T' ayor ,,,,,. City C.1erk (SEAL)