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563,~ ORDINANCE NO. ~ ~ a AN ORDINANCE AUTHORIZING THE ISSUANCE OF PUBLIC UTILITY REVENUE BONDS FOR THE PURPOSE OF FINANCING THE COST OF CONSTRUCTING AND EQUIPPING PUBLIC UTILITY SYSTEM IMPItOVEMF~NTS AT THE CITY OF WEST MEMPHIS, ARKANSAS; PROVIDING FOR THE PAYMENT OF ' THE BONDS; PRESCRIBING OTHER. A~IATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of V1~'est Memphis, Arkansas (the "City"), owns and operates electric facilities, waterworks facilities and sewer facilities as one inter-related municipal undertaking, the facilities of zNhich 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 the constructing and equip- ping of improvements consisting of a building to house the Public Utility System Offices at the City and related improvements (the "Improvements") are necessary; and WHEREAS, in order to finance 'the Improvements, it will be necessary for the City to issue Public Utility Revenue Bonds; and WHEREAS, after due advertisement, Public Utility Revenue Bonds (the "bonds") in the principal amount of $400,000 were offered for public sale, and at the sale an account headed by Powell & Satterfield, Little Rock, Arkansas, bid and offered the price of par and accrued interest for bonds bearing interest at the rate of 4.715% per annum, and this being the bewt bid, the bonds were sold to the purchasers at that price; 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 $400, 000 in principal amount of bonds bearing interest at the rate of 4.715% per annum to an issue of $418, 000 in principal amount of bonds bearing interest at the rate of 4% per annum, with the details of the bonds being hereafter in this Ordinance set forth, and the City has examined the conversion and found the Page 2 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 converted; NOW , THEREFORE , BE IT ORDAINED by the City Council of the City of West Memphis, Arkansas: Section 1. That the Improvements be accomplished. Section 2. That the sale of $400, 000 in principal amount of bonds to Powell & Satterfield, Little Rock, Arkansas, at the price of par and accrued interest for bonds bearing an interest rate of 4.715% per annum and the conver- sion thereof to an issue of $418, 000 in principal amount of bonds bearing interest at the rate of 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 (herein sometimes referred to as the "1945 and 1949 Sewer 3onds") . 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 (herein sometimes 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 (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 Ordinance No. 437 of the Ordinances of the City, adopted and approved on June 20, 1963 (herein sometimes referred to as the "1963 Utility Bonds"); and the City has outstanding an issue of Public Utility Bonds dated June 1, 1967, authorized by Ordinance No. ~• ' Page 3 526 of the Ordinances of the City, adopted and approved on April 20, 1967 (herein sometimes referred 'to as the " 1967 Utility Bonds ") . The 1967 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 approved May 18, 1954 and of Ordinance No. 526 approved April 20, 1967 permit the issuance of additional parity bonds. It is hereby found and declared that the conditions set out in Section 17 of Ordinance No. 275 and in Section 17 of Ordinance No. 526 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, the 1963 Utility Bonds and the 1967 Utility Bonds. As in the case of the 1954 Utility Bonds, the 1956 Utility Bonds, the 1963 Utility Bonds and the 1967 Utility Bonds, with which these bonds 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 of revenues 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 construed 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, Page 4 including particularly City of Harrison v. Braswell, 209 Ark. 1094, 194 S.W.2d 12, Public Utility Revenue Bonds (the "bonds" or the "1968 Utility Bonds") are .. £. hereby authorized and ordered issued in the principal amount of $418, 000 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 May 1, 1968, with interest thereon payable semiannually on May 1 and November 1 of each year, commencing November 1, 1968, the bonds shall be numbered consecutively from 1 to 418, inclusive, and the bonds shall be in the denomination of $ 1, 000 each. The bonds bear interest at the rate of 4% per annum and mature in the years 1969 to 1980, inclusive. 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 City National Bank, Fort Smith, Arkansas (the "Trustee" and "Paying Agent") . The bonds shall be negotiable coupon bonds payable to bearer, and shall mature on May 1 of each year as follows, but shall be callable for payment prior to maturity as hereafter set forth: Page 5 YEAR~_ _~ BOND NOS`__ ____AMOUNT 1969 1 - 30 $ 30,000 1970 31 - 60 30,000 1971 61 - 90 30,000 1972 91 - 120 30,000 1973 121 - 152 32,000 1974 153 - 184 32,000 1975 185 - 218 34,000 1976 219 - 254 36,000 1977 255 - 292 38,000 1978 293 - 332 40,000 1979 333 - 374 42,000 1980 375 - 418 44,000 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 exe- cuted by the manual signature of the City Clerk . The bonds , together with interest thereon, shall be payable solely out of the 1968 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- Utility Bonds, the 1956 Utility Bonds, the 1963 Utility Bonds and the 1967 Utility Bonds, and shall be used for no other purpose than to 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: Page 6 UNITED STATES OF AMERICA STATE OF ARKANSAS . COUNTY OF CRITTENDEN ~ CITY OF WEST MEMPHIS ' 4% PUBLIC UTILI'1'Y REVENUE BOND No. $ 1, 000 KNOW ALL MEN BY THESE PRESENTS: That the City of West Memphis, in the County of Crittenden and State of Arkansas ("City"), acknowledges itself to owe, and for value received, hereby promises to pay to bearer, solely from the special fund provided as here- after set forth, the principal sum of ONE THOUSAND DOLLARS in lawful money of the United States of Arnerica on the first day of May, 19 , and to pay solely from said special fund interest hereon at the rate of four per cent (4%) per annum from date, semiannually on May 1 and November 1 of each year, commencing November 1, 1968, upon presentation and surrender of the annexed coupons as they severally become due. Both the principal of and in- terest on this bond are made payable at the principal. office of City National Bank, Fort Smith, Arkansas (the "Trustee" and the "Paying Agent") . This bond is one of an issue of four hundred eighteen (418) Revenue Bonds, aggregating Four Hundred Eighteen Thousand Dollars ($418, 000), dated May 1, 1968, all of like tenor and effect, except as to number, maturity and right of prior redemption ("bonds"), and are issued for the purpose of financing the cost of constructing and equipping improvements consisting of a building to house the Public Utility System .Offices at the City and related improvements ("Improvements"). The 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") . Page 7 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, and 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 pursuant to an 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 Public Utility Bond issue of the City dated May 1, 1954, the Public Utility Bond issue of the City dated April 1, 1956, the Public Utility Bond issue of the City dated July 1, 1963 and the Public Utility Bond issue of the City dated June 1, 1967; 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 "1968 Public Utility Bond Fund" (the "Bond Fund"), created by Ordinance No. 563 ,duly adopted by the City Council and approved on the 6th day of Jens 1968, (the "Authorizing 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, and the holders of the bonds . The City has fixed and has covenanted and ,. Page 8 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 maturity, 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 sale 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 May 1, 1973 . 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. This bond is expressly made negotiable under the laws of the State of Arkansas and is issued with the intent that the laws of the State of Arkansas shall govern the construction thereof . 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 Page 9 performed in due time, form and manner, as required by law; that the indebted- ness represented by the bonds of this issue does not exceed any constitutional or statutory limitations; 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 May, 1968. CITY OF WEST MEMPHIS, ARKANSAS By~ (facsimile signatureZ _ Mayor ATTES : .~ ` ,~ City Clerk (SEAL) Page 10 (Form of Coupon) $_.._.~~.___ NO ,~ Ma y ~ .__.~.-- On the first day of November, 19__, the City of West Memphis, Crittenden County, Arkansas, unless the bond 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 office of City National Bank, Fort Smith, Arkansas, being six (6) months' interest then due on its Public Utility Revenue Bond, dated May 1, 1968, and numbered CITY OF WEST MEMPHIS, ARKANSAS By facsimile signature _ ~~_ Mayor On each bond shall appear the following: CERTIFICATE OF AUTHENTICATION This is one of the bonds of the issue of Public Utility Revenue Bonds, dated May 1, 1968, and aggregating $418, 000 in principal amount described in the bond to which this Certificate is attached. CITY NATIONAL BANK FORT SMITH, ARKANSAS By Authorized Signature Page 11 Section 7. That the rates to be charged for electric services fur- nished 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 all heretofore adopted and presently effective Ordinances of the City Council, and the conditions, rights and obligations pertaining thereto, as set out in those Ordinances, are hereby ratified, confirmed and continued. 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 indepen- dent 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 account- ing 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 requirements on all outstanding bonds of the 1954 Utility Bonds, 1956 Utility Bonds, 1963 Utility Bonds, 1967 Utility Bonds, the bonds of this issue and the bonds of any subsequent parity issue. The City fur- Cher covenants and agrees that the rates shall when necessary, from time to time, be increased in an amount which will produce net revenues at least suffi- cient 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, 1956 Utility Bonds, 1963 Utility Bonds, 1967 Utility Bonds, .• Page 12 the bonds of this issue and the bonds of any subsequent parity issue and main- tain all funds in connection therewith to the required level. 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 depart- ment, 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 sliali be used and accounted for in the same manner as any other revenue derived from the operation of the 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 hereafter. may be required by law, and provided that such depositories shall hold membership in the Federal Deposit Insurance Corporation. Section 10. Since the bonds are being issued on a parity of security with the outstanding 1554 Utility Bonds, the 1956 Utility Bonds, the 1963 Utility Bonds and the 1967 Utility Bonds, the bonds are to have the benefit of and are to be governed by the ordinances authorizing and directing the issuance of those bonds, including particularly Ordinance No. 526 authorizing the 1967 Utility Bonds becuase Ordinance No. 526 deals comprehensively with all aspects of the System and its operation and with the collection, depositing, securing, investing and disbursing of System Revenues, and with the rights and obligations of the City and the bondholders. Therefore, to this end, the applicable pro- Page 13 visions of Ordinance No. 526, including without limitation, Sections 7, 8, 9, 10, 11, 12, 13 (as hereinafter supplemented), 14, 15, 16, 17 (with the -~ bonds to be inserted so that the last part of the next to last sentence will read ("* * * 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 1967 Utility Bonds, the bonds. (.1968 Utility Bonds) and the bonds of the then proposed parity issue.") ), 18, 19, 20, 21, 22, 23, 24, 25, 27 (the reserve figure of $200,000 in 27 (d) is hereby increased to $245,000), 28, 29 and 32 are incorporated herein by ref ere nc e . Section 11 . The 1967 Public Utility Bond Fund, created and being maintained pursuant to the provisions of Section 13 of Ordinance No. 526, shall be increased by the amount necessary to provide for the payment of the principal of, interest on and paying agent's fees in connection with the 1968 Utility Bonds and to increase the reserve far contingencies therein by $45,000, with the maturity schedule of the 1968 Utility Bonds being as follows: INTEREST YEAR BOND NOS . PRINCIPAL MAY 1 .NOVEMBER 1 TOTAL (May 1) - - __~ 1968 $ 8,360.00 $ 8,360.00 1969 1 - 30 $ 30,000 $ 8,360.00 7,760.00 46,120.00 1970 31 - 60 30,000 7,760.00 7,160.00 44,920.00 1971 61 - 90 30,000 7,160.00 6,560.00 43,720.00 1972 91 - 120 30,000 6,560.00 5,960.00 42,520.00 1973 121 - 152 32,000 5,960.00 5,320.00 43,280.00 1974 153 - 184 32,000 5,.320.00 4,680.00 42,000.00 1975 185 - 218 34,000 4,680.00 4,000.00 42,680.00 1976 219 - 254 36,000 4,000.00 ,3,280.00 43,280.00 1977 255 - 292 3.8,000 3,2.80.00 2,520.00 43,800.00 1978 293 - 332 40,000 2,520.00 1,720.00 44,240.00 1979 333 - 374 42,000 1,720.00 880.00 44,600.00 1980 375 - 418 44,000 880.00 44,880.00 To this end, the increased payments into the 1967 Pu blic Utility Bond Fund shall be 1/S of the next installment of interest and 1/10 of the next principal installment of ;~~, plus paying agent's fees until the reserve for contingencies ~' Page 14 is increased to $ 245 , 000 and thereafter 1/6 of the next installment of interest and 1/12 of the next installment of principal plus paying agent's fees . ,. Section 12, That when the bonds have been executed and the seal of the City impressed has 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 $400, 000 plus accrued interest from May 1, 1968 to the date of delivery (called "total sale proceeds"). The Trustee shall handle the total sale proceeds as follows: (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 "1968 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 issuing the bonds not paid by the purchaser. Disbursements shall be on the basis of checks or requisitions which shall contain at least the following information: the person to whom payrnent is being made; the amount of the payment; and the purpose of general classification of the payment. Each check or requisition must be signed by the individual occupying the top managerial 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 Page 15 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, 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 accomplishment 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 Constulting 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 certifi- Cate shall be filed with the Trustee, and upon receipt thereof the Trustee shall transfer any remaining balance. in the Construction Fund to the Bond Fund. Section 13. That the Mayor is hereby directed to publish for one insertion in ThA Evening Times , 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 16 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 Revenues Bonds described in the ordinance; that any person interested may appear before the Council on the 20th day of . .Tune 1968, 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 6th day of _ June 1968. BOB EDEN Mayor Page 17 ~ar.tinn 14 _ 'That the Trustee of the bonds issued hereunder shall be City National Bank, Fort Smith, Arkansas. The Trustee shall only be res- ponsible 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 of not less than ten per cent (10%) in principal amount of the bonds of this issue then outstanding and shall have been offered reason- able security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby. The Trustee may resign at any time by ten (10) days notice in writing to the City Clerk and the majority in value of the holders of the outstanding 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 majority in value of the holders of the out- standing 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 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 all of which the respective holders 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 • ~ ~ Page 18 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 15. 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 16. That all ordinances and parts of ordinances in con- flict herewith are hereby repealed to the extent of such conflict. Section 17. 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. Section 18. That it is hereby ascertained and declared that the Improvements 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 v~~elfare 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 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 passage. PASSED: June 6 1968. ATTEST: ~ > 7 c_{--~ t- City rl.erk APPROVED: Mayor (SEAL)