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ORDINANCE NO. ~~
AN ORDINANCE AUTHORIZING THE ISSUANCE OF PUBLIC
UTILITY REVENUE BONDS, SERIES 1967, FOR THE PURPOSE
OF FINANCING THE COST OF CONSTRUCTING EXTENSIONS,
BETTERMENTS AND IMPROVEMENTS TO THE ELECTRIC,
WATERWORKS AND SEWER FACILITIES OF THE CITY OF WEST
MEMPHIS, ARKAPvSAS; PROVIDING FOR THE PAYMENT OF THE
BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO;
--- - -.- --ARID IIECLARING AN EMERGENCY. --
WHEREAS, the City of West Memphis, Arkansas (called "City"),
owns and operates electric facilities, waterworks facilities and sewer facilities
as one inter-related municipal undertaking, the facilities of which constitute
the City's Public Utility System (all of the facilities will be herein sometimes
referred to as the "System"); and
WHEREAS, the City has determined that extensions, betterments
and improvements to the System are necessary and has caused to be prepared
by Albert Switzer & Associates, Consulting Engineers, Baton Rouge, Louisiana,
plans and estimates of cost of the needed extensions, betterments and improve-
ments which, generally stated, will consist of electric facility extensions and
improvements in the North and Northwest sections of the City, water supply
improvements, water treatment improvements,. water pumping stations and water
distribution system improvements, interceptor sewers, a sewer treatment plant,
sewer pumping stations, and outfall sewer improvements (herein sometimes
collectively referred to as the "Improvements") , all at an estimated cost of
$3, 636, 000, including necessary expenses incidental to accomplishing the
Improvements and to authorizing and issuing bonds, and a copy of the report
and plans prepared by the Consulting Engineers is on file in the office of the
City Clerk and reference may be made thereto by any interested party; and
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WHEREAS, it will be necessary for the City to furnish $2,800,000
(with the balance of the total estimated cost to be obtained in the form of a
grant or grants from agencies of the United States of America) and the City
can obtain the funds only by the issuance of Public Utility Revenue Bonds; and
WHEREAS, the City has made the necessary arrangements to sell
Public Utility Revenue Bonds in the principal amount of $2, 800, 000 to T. J.
Raney & Sons, Little Rock, Arkansas, at a price of par and accrued interest for
bonds bearing interest at the rate of 4.60% per annum; and
WHEREAS, pursuant to the terms of the sale, and as permitted by
the law of the State of Arkansas, the purchaser has elected to convert ,the
$2,800,000 in principal amount of bonds bearing interest at the rste of 4.60%
per annum to an issue of $2, 971, 650 in principal amount of bonds bearing interest
at the rates of 3-3/4%, 4% and 4-1/4_°! per annum, with the details of the bonds
being hereafter in this Ordinance set forth, and the City has examined the con-
version and found the same to be proper in that the City will receive no less and
pay no more than it would have received and paid if the bonds had not been con-
verted;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City
of West Memphis, Arkansas:
Section 1. That the improvements be accomplished . The City
Council hereby finds and declares that the period of usefulness of the System
after the completion of the improvements will be more than forty (40) years, which
is longer than the term of the bonds.
Section 2 . That the sale of $2, 800, 000 in principal amount of bonds
to T. J. Raney & Sons, Little Rock, Arkansas, at.the price of par and accrued
interest for bonds bearing an interest rate of 4.60% per annum and the conversion
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thereof to an issue of $2, 971, 650 in principal amount of bonds bearing interest
at the rates of 3-3/4%, 4% and 4-1/4% per annum, maturing and otherwise
subject to the terms and provisions hereafter in this Ordinance set forth in
detail, be, and the same are hereby, approved and confirmed.
Section 3. That the City has outstanding an issue of Sewer Revenue
Refunding and Improvement Bonds, dated June 1, 1945, authorized by Ordinance
No. 107 of the Ordinances of the City, adopted and approved on July 6, 1945
and an issue of Sewer Revenue Bonds dated August 1, 1949, authorized by
Ordinance No . 171 of the Ordinances of the City, adopted and approved on
September 9, 1949, with there being $269,000 in principal amount of both of
said 1945 and 1949 issues outstanding as of the date of this Ordinance, 'to the
payment of which there is a first pledge of sewer revenues (these outstanding
bonds will be herein sometimes referred to as the "1945 and 1949 Sewer Bonds") .
In addition, the City has outstanding an issue of Public Utility Bonds dated May 1,
1954, authorized by Ordinance No. 275 of the Ordinances of the City, adopted
and approved on May 18, 1954, there being $775,000 in principal amount of the
May 1, 1954 Bonds outstanding as of the date of this Ordinance (which will be
herein referred to as the "1954 Utility Bonds"); and the City has outstanding an
issue of Public Utility Bonds dated April 1, 1956, authorized by Ordinance No.
316 of the Ordinances of the City, adopted and approved on March 15, 1956, as
amended, there being $351,000 in principal amount of the April 1, 1956 Bor_'ds
outstanding as of the date of this Ordinance (herein sometimes referred to as the
"1956 Utility Bonds"; and the City has outstanding an issue of Public Utility Bonds
dated July 1, 1963, authorized by C?rdinance No. 437 of the Ordinances of the City,
adopted and approved on jure 20, 1963, there being $176, 000 in principal amount
of the July 1, 19 63 Bonds outstanding as' of the date .of this Ordinance (herein
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sometimes referred to as the "1963 Utility Bonds") . The 1963 Utility Bonds and
the 1956 Utility Bonds are issued on a parity of security with each other and with
the 1954 Utility Bonds . The applicable provisions of Ordinance No . 275 (referred
to above) permit the issuance of additional parity bonds (Section 17 thereof) . It
-is hereby found and declared that the conditions set out in Section 17 of Ordinance
No. 275 have been fully met and complied with and that, therefore, the bonds
now being issued are issued on a parity of pledge, lien and security on the System
Revenues and on the System with the outstanding bonds of the 1954 Utility Bonds,'
the 1956 Utility Bonds and the 1963 Utility Bonds. As in the case of the 1954
Utility Bonds, the 1956 Utility Bonds and the 1963 Utility Bonds, with which these
bun~~ are being issued on a parity, the pledge, lien and security in favor of the
bonds now being issued is subject to the prior and superior pledge and lien of the
1945 and 1949 Sewer Bonds (to the extent of the pledge cf :evenues made to the
1945 and 1949 Sewer Bonds by the Ordinances authorizing their issuance) . Also,
it is recognized that the City has made a conditional pledge of electric revenues
to an issue of Swimming pool Revenue Bonds of the City dated March 1, 1955, as
set forth in Section 14 of Ordinance No. 295 of the Ordinances of the City adopted
and approved on February 1, 1955, and nothing in this Ordinance shall be con-
strued as impairing that conditional pledge of electric revenues to the extent, and
only to the extent, that the conditional pledge in favor of the March 1, 1955
Swimming Pool Revenue Bonds may be determined to be applicable to the pledge of
System Revenues in favor of the bonds now being issued.
Section 4. That under the authority of the Constitution and laws of
the State of Arkansas, including particularly Act No. 131 of the Acts of Arkansas of
1933, as amended, Act No. 132 of the Acts of Arkansas of 1933, as amended, and
the applicable decisions of the Supreme Court of the State of Arkansas , including
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particuiarly City of Harrison v. Braswell, 209 Ark. 1094 S.W.2d 12, Public
Utility Revenue Bonds (herein sometimes called "bonds ") are hereby authorized
and ordered issued in the principal amount of $ 2, 971, 650 for the purpose of
accomplishing the improvements and paying necessary expenses incidental
thereto and to the authorization and issuance of the bonds. The bonds shall
be dated June 1, 1967, with interest thereon payable semiannually on June 1
and December 1 of each year, commencing December 1, 19 67 , the bonds shall
be numbered consecutively from 1 to 2972, inclusive, and the bonds shall be
in the denomination of $1, 000 each, except that Bond No . 21 shall be in the
denomination of $650. The bonds bear interest as follows: Bonds Nos. 1 to
228, inclusive, being the bonds maturing in the years 1968 to 19'7, inclusive,
bear interest at the rate of 3-3/4% per annum; Bonds Nos. 229 to 1905, inclusive,
beir_g the bonds maturing in the years 1978 to 1985, inclusive, bear interest at
the rate of 4% per annum; and Bonds Nos . 1906 to 2972 , inclusive, being the
bonds maturing in the years 1986 to 1989, inclusive, bear interest at the rate
of 4-1/4% per annum. The interest shall be evidenced by interest coupons and
the principal and interest shall be payable in lawful money of the United States
of America upon presentation of the bond or proper coupon at the office of Union
Planters National Bank of Memphis, Memphis, Tennessee (the "Trustee" and
"Paying Agent") . The bonds shall be negotiable coupon bonds payable to bearer,
but shall be subject to registration as to principal only, and shall mature on
June 1 of each year as follows, but shall be callable for payment prior to maturity
as hereafter set forth:
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YEAR BOND NOS. AMOUNT
1968 1 - 21 $ 20,650
1969 22 - 36 15,000
1970 37 - 53 17,000
1971 54 - 68 15,000
1972 69 - 83 _I5,000
1973 84 - 98 15,000
-1974 _ - --99 - 108 -- ---I-4000
1975 I09 - 138 30,000
1976 139 - 171 33,000
1977 172 - 228 57,000
1978 229 - 305 77,000
.1979 306 - 391 ..86,000
1980 392 - 546 155,000
1981 547 - 770 224,000
1982 771 - 1033 263,000
1983 1034 - 1307 274,000
1984 1308 - 1592 285,000
1985 1593 - 1905 313,000
1986 190+1 - 2230 325,000
1987 2231 - 2570 340,000
1988 2571 - 2924 354,000
1989 2925 - 2972 48,000
Section 5 . That 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 Mayor and the
interest coupons attached to the bonds may be executed by the facsimile signature
of the Mayor. Any facsimile signature of the Mayor shall have the same force
and effect as if personally signed by him. The bonds must be executed by the
manual signature of the City Clerk.. The bonds, together with interest thereon,
shall be payable solely out of the 1967 Public Utility Bond Fund, as hereafter
set forth, and shall be a valid claim of the holders thereof only against such
fund and the revenues pledged to such fund, which revenues are hereby pledged
and mortgaged for the equal and ratable payment of the bonds on a parity of pledge,
lien and security with the 1954 Public Utility Bonds, the 1956 Public Utility Bonds
and the 1963 Public Utility Bonds, and shall be used for no other purpose than to
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pay the principal of and interest on the bonds, except as otherwise specifically
provided in this Ordinance. The bonds and interest thereon shall not constitute
an indebtedness of the City within any constitutional or statutory limitation.
Section 6. That the bonds and coupons shall be in substantially
______the .following form,.. and .the.. Mayor and City Clerk are hereby expressly authorized
and directed to make all recitals contained therein:
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UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF CRITTENDEN
CITY OF WEST MEMPHIS
PUBLIC UTILITY REVENUE BOND
No.
KNOW ALL MEN BY THESE PRESENTS:
That the City of West Memphis, in the County of Crittenden and
State of Arkansas, 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 fund provided as hereafter set forth, the principal
sum of
DOLLARS
in lawful money of :::~ United States of America on the first day of June, 19 ,
and to pay solely from said special fund interest hereon at the rate of
per cent ( %) per annum from date, semiannually on June 1 and December 1
of each year., commencing December 1, 1967, upon presentation and surrender
of the annexed coupons as they severally become due . Both the principal of
and interest on this bond are made payable at the office of Union Planters
National Bank of Memphis, Memphis, Tennessee (the "Trustee" and the "Paying
Agent") .
This bond is one of an issue of Two Thousand Nine Hundred Seventy-
Two (2972) Revenue Bonds, aggregating Two Million Nine Hundred Seventy-One
Thousand Six Hundred Fifty Dollars ($ 2 , 971 , 65 0) , dated June 1 , 19 67 , all of like
tenor and effect, except as to number, rate of interest, denomination, maturity
and right of prior redemption, and are issued for the purpose o~ financing a
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portion of the cost of constructing extensions , betterments and improvements
(called "Improvements") to the Electric, Waterworks and Sewer Facilities of
the City (which systems are operated as one inter-related municipal under-
taking and which are herein referred to as the "System") , with the remainder
of the cost of Improvements being obtained from a grant from an agency of the
Government of the United States of America.. The bonds authorized hereby will
be herein referred to as the "bonds" .
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 the Acts of Arkansas of 1933, as amended, Act No. 132 of the Acts of
Arkansas of 1933, as amended, an applicable decisions of the Supreme Court
of the State of Arkansas, including particularly City of Harrison v. Braswell,
209 Ark . 1094 , 194 S . W . 2d 12 , and p~arsuant to a;. Ordinance of the City Council
of the City, duly adopted and approved, 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
revenues of the System. The bonds are issued on a parity as to lien, pledge and
security with the outstanding Public Utility Bond issue of the City dated May 1,
1954, the outstanding Public Utility Bond issue of the City dated April 1, 1956,
and the Public Utility Bond issue of the City dated July 1, 1963, but subordinate
to certain outstanding Sewer Bonds of the City (described and referred to in the
Authorizing Ordinance) . An amount of System Revenues sufficient to pay the
principal of and interest on the bonds is to be set aside in a special fund for
that purpose identified as the "1967 Public Utility Bond Fund" (called "Bond
Fund") , created by Ordinance No. 526 ,duly adopted by the City Council
and approved on the 20th day of Anri1 1967, (called "Authorizing
Page 10
Ordinance") .under which the bonds are authorized to be issued and to which
reference may be had by any interested person for a statement of the nature
and extent of the security and the rights and obligations of the City, the Trustee,
the holders and registered owners of the bonds . The City has fixed and has
covenanted and agreed to maintain rates for Electric,: Water and Sewer Services
which shall be sufficient at all times to at least provide for the payment of the
reasonable expenses of operation and maintenance of the System, provide for
the payment, principal and interest, of all bonds to which payments must be
made to satisfy pledges of System Revenues, including specifically the bonds
of this issue, and make the required payment into the Depreciation Fund.
The bonds will be subject to redemption prior to mat>>-~:y, in whole
or in part, at the option of the City, in inverse numerical order, at a price of par
and accrued interest, as follows: (1)' From the unexpended proceeds of the salA
of the bonds not needed for accomplishing the improvements and from surplus
System Revenues on any interest payment date; and (2) From funds from any other
source on any interest payment date on and after June 1, 197.2.
Notice of the call for redemption shall be published 'one time in a •
newspaper published in the City of Little Rock, Arkansas, and having a general
circulation throughout the State of Arkansas, giving the number and maturity of
each bond being called, the publication to be at least fifteen (15) days prior to
the redemption date and after the date fixed for redemption each bond so called
shall cease to bear interest, providing funds for its payment are on deposit with
the Paying Agent at that time. In addition, notice shall be given by first class
mail to the registered owner of any bond registered as to principal at the address
of such owner reflected on the books of the Bond Registrar and if all outstanding
bonds shall be registered as to principal, then notice by first class mail to the
Page 11
registered owners thereof as aforesaid shall be sufficient and it shall not be
necessary to publish notice of the redemption.
This bond may be registered as to principal alone and may be dis-
charged from such registration in the manner, with the effect and subject to the
terms and conditions endorsed hereon. Subject to the provisions of 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 and is issued with
the intent that the laws of the State of Arkansas will govern its construction.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, con-
ditions and things required to exist, happen and to be performed precedent to and
in the issuance of this bond, have existed, have happened and have been performed
in due time, form and manner, as required by law; that the indebtedness represented
by the bonds of this issue-does not exceed any constitutional or statutory limita-
tions; and that sufficient revenues have been pledged to and will be set aside
into the Bond Fund, for the payment of the principal of and interest on the bonds
of this issue.
This bond shall not be valid until the Certificate of Authentication
hereon shall have been signed by the Trustee .
IN WITNESS WHEREOF, the City of West Memphis, Arkansas, by its
City Council, has caused this bond to be signed by the Mayor and City Clerk
thereof (with either the manual or facsimile signature of the Mayor, but with the
manual signature of the City Clerk) and sealed with the seal of the City, and has
caused the interest coupons attached to be signed by the facsimile signature of
the Mayor, all as of the first day of j~une, 1967.
ATTEST:
City Clerk
CITY OF WEST MEMPHIS, ARKANSAS
By (Facsimile Signature)
. Mayor
(SEAL)
Page 12
(Form of Coupon)
$~ No.
June ,
On the first day of December, 19 ,,the City of West Memphis,
Crittenden County, Arkansas, unless the bond to which this coupon is attached
F
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
iri lawful money of the United States of America, at the office of Union Planters
National Bank of Memphis, Memphis, Tennes ~ee, being six (6) months' interest
then due on its Public Utility Revenue Bond , dated June 1, 19 6 7 , and numbered
CITY OF WEST MEMPHIS, ARKANSAS
By ~ (E'acsimile Sianature)
Mayor
On each bond shall appear the fol~owing:
• j
CERTffICATE OF AUTHENTYCATION
This is one of the bonds of the issue of Public Utility Revenue Bonds,
dated June 1, 1967, and aggregating $2,971,650 in principal amount described in
the bond to which this Certificate is attached
UNION ~LANTERS NATIONAL BANK OF
MEMPH S, MEMPHIS, TENNESSEE
By
Authorized Signature
Page 13
PROVISIONS 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 registration in the registration
blank below, and this bond may thereafter be transferred only upon an assign-
ment 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 registrations and transfers as
before. The principal of this bond, if registered, unless registered to bearer,
shall be payable only to or upon the order of the registered owner or his legal
representative. Notwithstanding the registration of this bond as to principal,.
the coupons shall remain payable to bearer and shall continue to be transferable
by delivery. Payment to the bearer of the coupons shall fully discharge the City
in respect to the interest therein mentioned whether or not this bond be registered
as to principal and whether or not any such coupons be overdue.
Date of ~ ~ Name of• Signature of
Registration - - Registered Owner Bond Registrar
Page 14
Section 7. That the rates to be charged for electric services furnished
by the System, .the rates to be charged for water services furnished by the System,
and the rates to be charged for sewer services furnished by the System by Ordinances
of the City Council, and the conditions, rights and obligations pertaining thereto, as
set out in said Ordinances, are hereby ratified, confirmed and continued.
The City covenants and agrees that said 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, waterworks and sewer Systems) , with
the reduced rates, will always be equal to the amount required to be set aside for the
Depreciation Fund, and the amount necessary to comply with all conditional pledges
of any System revenues (on the assumption all payments will have to be made to the
full extent of the conditional pledges) , and leave a balance equal to the amount
necessary for paying principal and interest .when due of the 1945 and 1949 Sewer Revenue
Bonds, plus at least 200% of the aggregate average annual principal and interest require-
ments on all outstanding bonds of the 1954 Utility Bonds, 1956 Utility Bonds, 1963
Utility Bonds, and the bonds of this issue and the bonds of any subsequent parity
issue. The City further covenants and agrees that said rates shall when necessary,
from time to time, be increased in an amount which will produce net revenues at least
sufficient to provide the required deposit into the Depreciation Fund, comply with all
conditional pledges of any System revenues, and leave a balance equal to the amount
necessary for paying principal and interest when due of the 1945 and 1949 Sewer Revenue
Bonds and meeting all principal and interest requirements of the 1954 Utility Bonds,
195 6 Utility Bonds , 19 63 Utility Bonds , the bonds of this f s sue and the bonds of any
subsequent parity issue and maintain all funds in connection therewith to the required
Page 15
Section 8. That 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 department, agency or instrumentality thereof shall avail itself of the
facilities and services afforded by the System, the reasonable value of the 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 revenue
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 said System, provided, however, that nothing herein 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 9. The System shall be continuously operated as a revenue producing
undertaking, and all moneys received from its operation shall be deposited in such
depository or depositories for the City as may be lawfully designated from time to
time by the Council, subject, however, to the giving of security as now or as here-
after may be required by law, and provided that such depositories shall hold member-
ship in the Federal Deposit Insurance Corporation.
Section 10. Public Utility Fund. All revenues derived from the operation
of the System, including the herein authorized improvements after their completion,
shall be paid into a special fund, 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 operation and
maintenance of the System, to the payment of the principal of and interest on the
1945 and 1949 Sewer Revenue Bonds, to the payment of the principal of and interest on
the bonds of this issue and the bonds ranking on a parity with the bonds of this issue,
to the providing of the Depreciation Fund, and otherwise as in this Ordinance expressly
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authorized .
Page 16
Section 11. Public Utility Operation and Maintenance Fund. There shall
be paid from the Public Utility Fund into a fund which is hereby created and designated
"Public Utility Operation and Maintenance Fund" , (called "Operation and Maintenance
Fund"), on the first business day of each month 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 those
purposes . Fixed annual charges such as insurance premiums and the cost of major
repair and maintenance expenses maybe computed and set up on an annual basis, and
one-twelfth (1/12) of the amount thereof may be paid into the Operation and Maintenance
Fund each month.
If in any month for any reason there shall be a failure to transfer and pay the
required amount into said fund, the amo~int of any deficiency shall be added to the
amount otherwise required to be transferred and paid into said fund in the next succeed-
ing month. If in any fiscal year a surplus shall be accumulated in the Operation and
Maintenance Fund over and above the amount which shall be necessary to defray the
reasonable and necessary cost of operation, repair and maintenance of the System
during the remainder of the then current fiscal year and the next ensuing fiscal year,
such surplus may be transferred and deposited in the Bond Fund (hereinafter created) or
to the Depreciation Fund (hereinafter created); provided, however, that any such transfer
into the Bond Fund shall be in addition to all other payments required to be made into
said fund.
Section 12. There shall next be transferred from the Public Utilities Fund
to the bond funds maintained in connection with the 1945 and 1949 Sewer Revenue Bonds
those amounts necessary to pay maturing principal and interest on the outstanding 1945
and 1949 Sewer Revenue Bonds, in full compliance with all applicable provisions of the
Ordinances of the City authorizing the 1945 and 1949 Sewer Revenue Bonds . When all
outstanding 1945 and 1949 Sewer Revenue Bonds have been paid, principal and interest,
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or provision made for their payment, then the transfers directed by this Section
shall cease. With reference to the outstanding 1945 and 1949 Sewer Revenue Bonds,
the City expressly covenants that it will not issue, or attempt to issue, any bonds
having, or claimed to have, a pledge of or claim on any System revenues ranking on
a parity with the claim and pledge of the 1945 and 1949 Sewer Bonds on System
revenues .
Section 13 . 1967 Public Utility Bond Fund
(a) After making the monthly deposit in the Operation and Maintenance
Fund, and complying with the provisions of Section 12 hereof, there shall be
transferred from the Public Utility Fund into a special fund which is hereby created and
established with the Trustee designated "1967 Public Utility Bond Fund" (called the
"Bond Fund") the sums in the amounts and at the times hereinafter stated in sub-
section (b) for the purpose of providing funds for the payment of the principal of and
fnterest on the bonds herein authorized, and the Paying Agent's fees, as they mature
according to the following schedule and as a reserve for contingencies:
Page 18
YEAR
BOND
NOS .
PRINCIPAL
June 1 INTEREST
December 1
TOTAL
1967 $ 60,482.19 $ 60,482.19
1968 1 - 21 $ 20,650 $60,482.1.9 60,095.00 141,227.19
1969 22 - 36 15,000 60,095.00 59,813.75 134,908.75
1970 37 - 53 17,000 59,813.75 59,495.00 136,308.75
1971 54 - 68 15,000 59,495.00 59,21.3.75 133,708.75
1972 69 - 83 15,000 59,213.75 ~ 58,932.50 133,146.25
1973 84 - 98 15,000 58,932.50 58,651.25 132,583.75
1974 99 - 108 10,000 58,651.25 58,463.75 127,115.00
1975 109 - 138 30,000 58,463.75 57,901.25 146,365.00
1976 139 - 171 33,000 57,901.25 57,282.50 148,183.75
1977 172 - 228 57,000 57,282.50 56,213.75 170,496.25
1978 229 - 305 77,000 56,213.75 54,673.75 187,887.50
2979 306 - 391 86,000 54,673.75 52,953.75 193,627.50
1980 392 - 546 155,000 52,953.75 49,853.75 257,807.50
1981 547 - 770 224,000 49,853.75 45,373.75 319,227.50
1982 771 - 1033 263,000 45,373.75 40,113.75 348,487.50
1983 1034 - 1307 274,000 40,113.75 34,633.75 348,747.50
1984 1308 - 1592 285,000 34,633.75 28,933.75 348,567.50
1985 1593 - 1905 313,000 28.933.75 22,673.75 364,607.50
1986 1906 - 2230 325,000 .22,673.75 15,767.50 363,441.25
1987 2231 - 2570 340,000 15,767.50 8,542.50 364,310.00
1988 2571 - 2924 354,000 8,542.50 1,020.00 363,562.50
1989 2925 - 2972 48,000 1,020.00 - 49,020.00
Page 19
(b) That there shall be paid into the Bond Fund on the first business day
of each month until all outstanding bonds of this issue with interest thereon have
been paid in full or provision made for such payment, a sum equal to one-fifth
(1/5) of the next installment of interest and one-tenth (1/10) of the next installment
of principal (plus any additional amount that may be necessary together with accrued
interest received at the time of the delivery of the bonds to fully provide for the
first interest payment on the bonds, if any additional amount be required), and an
amount sufficient to provide for the Paying Agent's fees , on all outstanding bonds ,
until a reserve for contingencies shall have been accumulated in the amount of
$200,000. The reserve for contingencies shall be maintained as hereafter provided.
=When the reserve-for-contingencies has-been accumulated in the required amount,
the. monthly payments into the Bond Fund may be reduced to one-sixth (1/6) of the
next installment of interest and one-twelfth (1/12) of the next installment of principal,
respectively, and an amount sufficient to provide for the Paying Agent's fees, but
if the reserve for contingencies becomes impaired, the payments of cne-fifth (I/5)
and one-tenth (1/10), respectively, .and an amount sufficient to provide for the Payinq
Agent's fees, shall be resumed until the impairment is cured. The payments into the
Bond Fund required hereby shall be made simultaneously with payments into the Public
Utility Bond Fund, created by Section 11 (a) of Ordinance No. 275, and referred to in
Section 9 of Ordinance No. 316, and into the 1963 Public Utility Bond Fund, created
by Section 10 of Ordinance No. -437, which Ordinances have been heretofore referred to
but which are the Ordinances authorizing the issuance of the outstanding bonds ranking
on a parity herewith, specifically the 1954 Utility Bonds, the 1956 Utility Bonds and the
1963 Utility Bonds .
(c) If the revenues of the System are insufficient to make the required payment
on the first business day of the following month into the Bond Fund, then the amount of
any such deficiency in the payment made shall be added to the amount otherwise required
Page 20
to be paid into the Bond Fund on the first business day of the next month.
(d) If for any reason there shall be a deficiency in the payments made
into the Bond Fund so that there are unavailable sufficient moneys therein to pay
the principal of, interest on and Paying Agent's fees in connection with the bonds
as the same become due, any sums then held in the reserve for contingencies shall
be used to the extent necessary to pay the principal of, interest on and Paying
Agent's fees in connection with the bonds, but such reserve shall be reimbursed in
the amount of any such payment as above provided. The reserve for contingencies
shall be used solely as herein provided, but the moneys therein may be invested
as subsequently provided in this Ordinance .
(e) When the moneys held in the Bond Fund, including the reserve for
contingencies, shall be and remain sufficient to pay the principal of and interest
on all the bonds then .outstanding and the Paying Agent's fees , there shall be no
r. - --obligation to make any further payments into the said Bond Fund.
(f) All moneys in the Bond Fund shall be used solely for the purpose of
paying the principal of and interest on the bonds of this issue and the Paying Agent's
fees, except as herein specifically provided. If a surplus shall exist in the Bond Fund
over and above the amount required for making all principal and interest payments. when
due and paying the Paying Agent's fees and over and above the reserve for contingencies
after it has been established, such surplus may be applied only to the payment of the
principal of and interest on any bonds that may be called for redemption prior to maturity
or for the construction of extensions, betterments and improvements to the System.
(g) There shall be withdrawn from the Bond Fund at least ten (10) days before
the due date of any bond or interest coupon issued hereunder, at maturity or redemption
prior fo maturity, and deposited with the Paying Agent an amount equal to the amount of
such bond or coupon for the sole purpose of paying the same, together with the Paying
Agent's fee , and no ~r~ithdrawal of funds from said Bond Fund shall be made for any other
Page 21
purpose except as otherwise authorized in this Ordinance . Such deposit shall
be at the sole risk of the City and shall not operate as a payment of the bonds
ar coupons until so applied.
(h) The bonds of this issue shall be specifically secured by a pledge of
all the revenues required to be placed into the Bond Fund. Said pledge in favor of
the bonds 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. In this
regard, as elsewhere appears in this Ordinance, the bonds are issued on a parity
of security with the outstanding 1954 Utility Bonds, 1956 Utility Bonds and
1963 Utility Bonds of the City and all of said parity bonds have equal claims to
and parity pledges of all moneys in all bond funds and reserves for cuntingencies
maintained under authorizing Ordinances in various depositories for the 1954 Utility
Bonds, the 1956 Utility Bonds, the 1963. Utility Bonds and the bonds of this issue.
Section 14. Public Utility Depreciation Fund. After making t~ required
payments into the Public Utility Operation and Maintenance Fund, complying with
the provisions of Section 12 , and making the payments into the Bond Fund, there shall
be paid from the Public Utility Fund into a fund designated "Public Utility Depreciation
Fund" , (called "Depreciation Fund") on the first .business day of each month while any
of the bonds of this issue are outstanding, 3% of the gross revenues of the System.
The moneys in the Depreciation Fund shall be used solely for the purpose of paying
the cost of replacements made necessary by the depreciation of the System, except
that moneys in the Depreciation Fund shall be used to the extent necessary at any
time to prevent the default in the payment of principal, interest and Paying Agent's fees .
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 probably replacements
during the then current fiscal year, and the next ensuing fiscal year, such surplus'
may be used for any lawful municipal purpose .
Page 2 2
Section 15 . That 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 may be used, at the option of the City, for the
redemption of bonds prior to maturity in accordance with the redemption provisions
herein set forth, for extensions, betterments and improvements to the System, or
for any other lawful municipal purpose .
Section 16. That the City hereby agrees that all payments on the bonds and
interest shall be made only through the Paying Agent. All bonds paid or purchased
either at or before maturity shall be cancelled when such payment or purchase 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
or purchase shall continue to be payable to the respective bearers thereof.
Section 17. That as long as any of the bonds authorized and issued under
and pursuant to the provisions of this Ordinance are outstanding , 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, including the
herein authorized and any and all future extensions , betterments and improvements .
Nothing in this Ordinance shall be construed to prevent the issuance by
the City of additional bonds to finance or pay 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
the outstanding bonds of this issue 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 net revenues of the System for the fiscal year immediately preceding
the fiscal year in which it is proposed to issue such additional bonds shall equal
the amount required to be set aside for the Depreciation Fund and the amount necessary
to cocnpl;° ;~: i`':: ~:'_ c~~r.ditional pledges of any System Revenues (on the assumption
Page 23
all payments will have to be made to the full extent cf the conditional pledges)
and leaving a balance equal to the amount necessary for paying principal and
interest when due on the 1945 Sewer Bonds and the 1949 Sewer Bonds, plus 150%
of the maximum annual combined principal and interest requirements in any year
on all outstanding bonds of the 1954 Utility Bonds , the 1956 Utility Bonds , the 1963
Utility Bonds, the bonds of this issue and the bonds of the then proposed parity
issue. The term "net revenues", as used in this Section, shall .mean gross revenues
of the System less the amounts required to pay the costs of operation, maintenance
and repair of the System .
Section 18. That 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 faithfully
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 collect-
ing of reasonable and sufficient rates, as herein specified, lawfully established
for services rendered by the System, the segregating of the revenues of the
System as herein required and the applying of said revenues to the respective
funds herein created and referred to.
Section 19 . That the bonds authorized hereby. and issued hereunder shall '. .
be subject to redemption prior to maturity in accordance with the terms set out in
the bond form .
Page 2 4
Section 20. That 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 these 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. _
Section 21. That 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 outstanding, the City
agrees that it will insure and at all times keep insured, in the amount of the actual
value thereof, in a responsible insurance company or companies authorized and
qualified under the la~n~s, of the State of Arkansas to assume the risk thereof,
properties of the System, to 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, lightning, tornado, winds, riot, strike, civil
- commotion, malicious damage, explosion, and against loss or damage from any
. other causes customarily insured against by private companies engaged in similar
types of businesses. The insurance policies are to be taken with companies
approved by the Trustee, are to carry a clause making them payable to the Trustee
as its interest may appear, and are either to be placed in the custody of the Trustee
or satisfactory evidence of said insurance shall be filed with the Trustee . In the
Page 25
event of loss, the proceeds of such insurance shall be applied solely toward
the reconstruction, replacement or repair of the System, and, in such event the
City 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 Electric, Water and Sewer Fund and if such proceeds shall be insufficient
~~-"-- for such purposes , thee deficiency shall be supplied, first, from moneys in 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 for 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 nothing herein shall be
construed as preventing the City from doing so.
Page 2 6
Section 22. That the City covenants and agrees that so long as any
bonds authorized hereby are outstanding, that 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 specifically .provided, and will
not sell, lease or otherwise dispose of any substantial portion of the same.
Section 23. That the owner or owners of all improved property lying
within, .the area that will be served by the Sewer facilities, after the proposed
extensions , betterments and improvements have been completed, are hereb y
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;
and the owners of property that is improved after the completion of the proposed
extensions, betterments and improvements to the Sewer facilities; shall, upon
written request of the City, immediately connect the toilet and waste water
facilities of such property with the Sewer facilities . The required notice by the
City shall be given at least 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. Further-
more., 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 $10.00, and each day's failure or refusal after the expir-
ation of the time fixed in the notice to make the connection shall be a separate
offense; provided, however, that the provisions hereof pertaining to a misdemeanor
Page 27
shall be effective only in the event that the City Health Officer, or other duly
designated individual or Board has found .and declared that such failure on the
part of any particular property owner constitutes a hazard to the public health and
safety of the City and its inhabitants .
Section 24. As elsewhere set forth herein the bonds are. being issued, and
will rank, in all particulars on a parity of security with the outstanding 1954 Utility
Bonds, 1956 Utility Bonds and 1963 Utility Bonds and, consistent therewith, nothing
herein shall be construed to in-any way impair any of the security for all o f the parity
bonds and to that end all provisions of this Ordinance are to be construed in harmony
with or supplemental to, rather than inconsistent with, all provisions of the Ordinances
authorizing the outstanding parity bonds . The detailed treatment given all aspects of
the System,, System Revenues and the financing by this Ordinance, has been prompted
by, and is consistent with, the inter-related nature of the electric, waterworks and
sewer facilities in the City and. their operation as one System and thv dictates of
marketability requirements of System bonds on the most favorable basis .
Section 25. (a) That the City covenants and agrees that the holders
and registered owners of the bonds of this issue shall have the protection of the
provisions of Section 13 of Act 132 of the Acts of Arkansas of 1933 (Ark. Stats .
19-4113), and that the City 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 penalty and expenses authorized by said Act
132. And, if the City shall fail to proceed within thirty (30) days after written
request shall have been filed by the Trustee, the Trustee may, and upon the
written request of the holders of not less than ten per cent (10%) in principal
amount of the bonds of this issue then outstanding shall, proceed to enforce said
lien in accordance with and pursuant to the authorization of said Act• 132 .
Page 28
(b) That if there be any default in the payment of the principal of
or interest on any of the bonds of this issue, or if the City defaults in any
Bond Fund requirements or in the performance of any of the other covenants con-
tained and set forth in this ordinance , the Trustee may, and upon the written
request of the holders of not less than ten percent (10%) in principal amount of
the bonds of this issue then outstanding shall, by proper suit compel the per-
formance 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 outstanding bonds of this issue, the Trustee may, and upon the
written request of holders of not less than ten percent (10%) in principal amount
of the bonds of this issue 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 of the City and the bondholders and registered owners with
power to charge and collect (or by mandatory injunction or otherwise to cause to
be charged and collected) rates sufficient ro provide for the payment of the
expenses of operation, repair and maintenance 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 principal and interest payments have
been cured, the custody and operation of the System shall revert. to the City.
(c) No holder of any of the outstanding bonds of this issue shall have
any right to institute any suit, action, mandamus or other proceeding in equity
or in law for the protection or enforcement of any right under this ordinance or
under the laws of Arkansas unless such holder previously shall have given to the
Trustee written notice of the default on account of which such suit, action or
proceeding is to be taken, and unless the holders of not less than ten per cent
(10%) in principal amount of the bonds of this issue then outstanding shall have
made written request of the Trustee after the right to exercise such powers or
Page 29
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 the 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 reasonable time,
and such notification, request and offer of indemnity are hereby declared in
every such case, at the option of the Trustee, to be conditions precedent 'to
the execution of the powers and trusts of this ordinance or to any other remedy
hereunder. It is understood and intended that no one or more 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 except in the manner herein provided, that all
proceedings at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the benefit of all holders of the .outstanding
bonds and coupons, and that any individual rights of action or other right given
to one or more of such holders by law are restricted by this ordinance to the
rights and remedies herein provided.
(d) That all rights of action under this ordinance or under any of
the bonds secured hereby, enforceable by the Trustee, may 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 all the holders of such bonds and coupons,
subject to the provisions of this ordinance.
(e) That no remedy herein conferred upon or reserved to the Trustee
or to the holders and registered owners of the bonds is intended to be, exclusive
of any other remedy cr remedies herein provided, and each and every such
Page 30
remedy, shall be cumulative and shall be in addition to every other remedy given
hereunder or given by any other law.
(f) That 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) That 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 of this issue then outstanding shall, waive any default which shall
have been remedied before the entry of fi;~al judgment or decree in any suit,
action or proceeding instituted under the provisions of this ordinance or before
the completion of the enforcement of any other remedy, but no such waiver shall
extend to or affect any other existing or any subsequent default or defaults
or impair any rights or remedies consequent thereon.
Section 26 . That when 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 in cash of the purchase price of $2, 800, 000 plus accrued interest
from .June 1, 1967 to the date of delivery (called "total sale proceeds"). The
Trustee shall handle the total sale proceeds as follows: '
Page 31
(1) The Trustee shall deposit the amount of the accrued interest
in the Bond Fund .
(2) The Trustee shall deposit the remainder of the total sale proceeds
in a special account in the name of the City designated "1967 Public Utility
Construction Fund" (called "Construction Fund") which shall be established and
maintained in the Trustee . The moneys in the Construction Fund in excess of the
amount insured by the Federal Deposit Insurance Corporation shall be continuously
secured by bonds or other direct or fully guaranteed obligations of the United States
of America, except that any moneys invested as hereafter authorized need not be so
secured. The moneys in the Construction Fund shall be disbursed solely in payment
of the costs of accomplishing the improvements, paying necessary expenses incidental
thereto and paying expenses of is: Lci:~g the bonds not paid by the purchaser. Dis-
bursements shall be on the basis of checks or requisitions which shall contain at
least the following information: the peg sore to whom payment is bEing made; the
amount of the payment; and the purpose by general classification of the payment.
Each check or requisition must be signed by the individual occupyirig the top manage-
rial position of the System, and in the case of all items of expense over which the
Consulting Engineers shall exercise supervision (which shall include all expenses
except engineering fees, legal fees, and expenses pertaining to the issuance of the'
bonds) each check or requisition shall be accompanied by a certificate signed by the
Consulting Engineers (or by a representative thereof designated by the Consulting
Engineers) certifying approval thereof. In the case of requisitions, the depository
shall issue its check upon the Construction Fund payable to the person, firm or
corporation designated in the requisition. The depository of the Construction Fund
shall be required to keep records as to all payments made on the basis of requisitions,
Page 32
and the West Memphis Utility Commission shall keep records of all payments
made on the basis of checks .
When the improvements have been completed and all required expenses
paid and expenditures made from the Construction Fund for and in connection with
the accomplishmert of the improvements and the financing thereof, this fact shall
be evidenced by a certificate signed by the person occupying the top managerial
position of the System and by the Consulting Engineers, which certificate shall
state, among other things , the date of the completion and that all obligations
payable from the Construction Fund have been discharged. A copy of the certificate
shall be filed with the Trustee, and upon receipt thereof the Trustee shall transfer
any rema ~ Wing balance in the Construction Fund to the Bond Fund .
Page 33
Section 27. (a) Moneys held for the credit of the reserve for
contingencies in the Bond Fund shall be continuously invested and reinvested
pursuant to the direction of the City in direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the United
States_Government,_ or_Certificates of Deposit of the Trustee, which Certificates
of Deposit must be fully secured by direct obligations of the United States
Government, which shall mature, or which shall be subject to redemption by
the holder thereof, at the option of such holder, not later than ten (10) years
after the date of such investment.
(b) Moneys held for the credit of the Construction Fund may, at the
o; tior: cf the City, be invested and reinvested pursuant to the direction of the City
in direct obligations of, or obligations the principal of and interest on which, are
unconditionally guaranteed by, the United States Government: or Certificates of
Deposit of the Trustee, which shall mature, or which shall be subject to redemp-
tion by the holder thereof, at the option of such holder, not later than the date
or dates when the money held, for the credit of the particular fund will be required
for the purposes intended .
(c) Nloneys 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
direct obligations of, or obligations the principal of and interest on which, are
unconditionally guaranteed by, the United States Government, or Certificates
of Deposit of banks that are members of the Federal Deposit Insurance Corporation,
which Certificates of Deposit must be fully secured by direct obligations of the
United States Government, which shall mature, or which shall be subject to redemp-
tion by the holder thereof, at the option of such holder, not later than the date or
dates when the moneys held for the credit of the particular fund will be required for
the purposes intended.
r
Page 34
(d) Obligations 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 thereon and any profit realized from such investment shall be credited
to such fund, and any loss resulting from such investment shall be charged to
-such fund; except that earnings on investments of moneys in the reserve for
contingencies which increase the amount thereof above $200,000 may to the.
extent of any such excess be transferred from time to time out of the reserve
for contingencies into the Bond Fund.
Section 28. That 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 event 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 functions thereof, or by the office or officer upon whom such
powers , obligations and duties shall be imposed by law .
Section 29. That the provisions of this Ordinance shall constitute a
binding contract between the City and the holders and registered owners of the
outstanding bonds and coupons issued hereunder, and the City will at all times
strictly adhere to the terms and provisions hereof and fully discharge all of its
obligations hereunder. Subject to the terms and provisions contained in this
section and not otherwise, the holders of not less than seventy-five per cent
(75%) in aggregate principal amount of the bonds then outstanding shall have
Page 35
the right, from time to time, anything contained in this Ordinance to the. contrary
notwithstanding, to consent to and approve the adoption by the City of such
ordinance supplemental hereto as shall be necessary or desirable for the
purpose of mbdifying, 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 therein, 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) a reduction in the aggregate principal amount of the bonds required
for consent to such supplemental ordinance .
Section 30. That the Mayor is hereby directed to publish for one
insertion in
which is hereby found and declared to be a newspaper published in the City and
of general circulation therein, this Ordinance, to which shall be attached a Notice
signed by him in substantially the following form:
Page 3 6
NOTICE
Notice is hereby given that the City Council of the
City of West Memphis, Arkansas, has adopted the ordinance
hereinafter set out; that the City contemplates the issuance of
the Public Utility Revenue Bonds described in the ordinance;
that any person interested may appear before the Council on
the day of 1967,_ at
o'clock .m., at the usual meeting place of the Council
held in the City and present protests . At such hearing all
objections and suggestions will be heard, and the Council
will take such action as is deemed proper in the premises .
DATED this aay of 1967.
Mayor
Page 3 7
Section 31. That the Trustee of the bonds issued hereunder shall
be Union Planters National Bank of Memphis, Memphis, Tennessee. The
Trustee shall only be responsible for the exercise of good faith and reasonable
prudence in the execution of its trust. The recitals in this Ordinance and in the
face of the bonds are 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 per cent (10%) in principal amount of the bonds of this issue then out-
standing and shall have .been offered reasonable security and indemnity against
the costs, expenses and liabilities to be incurred therein or thereby. The
Tn~stee may resign at any time by ten (10) days notice in writing to the City
Clerk and the majority in value of the holders and registered owners of the out-
standing bonds of this issue at any time, with or without cause, may remove the
Tnistee . In the event of a vacancy in the office of Trustee, either by resignation
or by removal, the majority in value of the holders and registered owners of the
outstanding bonds 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 value of the holders and registered owners of the outstanding
bonds of this issue shall fail to fill a vacancy within thrity (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 all 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
Page 3 8
shall have all the powers herein granted to the original Trustee . In the event
of a Change in the office of Trustee, the old Trustee which has resigned or
been removed shall cease to be Paying Agent.
Section 32. That the System shall be operated on a fiscal year
basis beginning
and ending
Section 33. That the provisions of this ordinance are hereby declared
to be separable and if any provision shall for any reason be held illegal or
invalid, such holding shall not affect the validity of the remainder of the
ordinance .
Section 34. That all ordinances and parts of ordinances in conflict
herewith are hereby repealed to the extent of such conflict .
Section 35. That the presently existing West Memphis Utility
Commission shall continue in office and shall continue to have charge of and
shall perform the rights , duties and obligations of the City under this Ordinance
with reference to the accomplishment of the improvements , the operation and
maintenance of the System and the collection and handling of System Revenues
and shall have and exercise with reference to the System all authority and powers
granted by the City Council and by applicable laws of the State of Arkansas .
Immediately upon this ordinance becoming effective all moneys in the existing
funds into which revenues of the System are initially deposited (including, without
limitation, the Water and Sewer Fund created pursuant to the provisions of Section
8 of Ordinance No. 275) shall be deposited into the Public Utility Fund created
pursuant to the provisions of Section 10 hereof; all moneys in any Operation and
Maintenance Fund (including, without limitation, the moneys in the Water and
Sewer Operation and Maintenance Fund created pursuant to the provision of Section
9 of Ordinance No. 275) shall be deposited into the Public Utility Operation and
Maintenance Fund created pursuant to Section 11 hereof; and all moneys in any
y+
Page 3 9
Depreciation Fund (including, without limitation, the moneys in the Water and
Sewer Depreciation Fund created pursuant to the provisions of Section 12 of
Ordinance No. 275) shall be deposited into the Public Utility Depreciation Fund
created pursuant to the provisions of Section 14 hereof .
-------Section 36. That it- is- hereby ascertained and declared that the improve-
ments must be accomplished as soon as possible in order to make the System
adequate for the needs of the City and its inhabitants , without which the life ,
health, safety and welfare thereof are jeopardized, and that the issuance of the
bonds and the taking of the other action authorized by this Ordinance is necessary
for the accomplishment thereof . It is , therefore , declared that an emergency
exist: anti phis Ordinance being necessary for the immediate preservation of the
.public peace, health and safety shall take effect and be in force from and after
its passage.
PASSED: APRIL. 20 1967.
APPROVED
Mayor
ATTEST:
~t.~-
City Clerk
(SEAL)