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107~_ t ii .s.. ~~ ,~ ORDINANCE N0. 107 -. }. ~~. A RESOLUTION authorizing and providing for the issuance of Sewer Revenue Refunding and Improvement Bonds of the City of West Memphis, Arkansas, for the purpose of refinancing outstanding Sewer $evenue Bonds and constructing improve- ments to the municipal sewer sytstem of said City, prescribing the form of said proposed bonds and providing for the col- lection and segregation and distribution of the revenues of the municipal sewer system of said City for the purpose of safeguarding, protecting and paying said bonds and any additional bonds issued on a parity therewith under the prescribed terms and conditions. * * * ~ YgHEREAS the City of West ~,Temphis, in Crittenden County, Arlr~,nsas, slid heretofore, pursuant to ordinance duly and finally adopted on March. 3, 1936, and under authority of Aet 132 of the Agts of the General Assembly of Arkansas, 1533, cease to be issued its Sewer Revenue .Bonds to the amount of X48,000.00, dated b^.arch 1, 1936, and bearing interest at the rate of four per cent (4°P) per annur , of which bonds in the principal amount of Y41,000.00 are presently outstanding with final maturities on 1`arah 1 of each of the years 1946 to 1960, inclusive, and ~:ayable from and secured by an exclusive and prior pledge of the net earnings of the municipal sero~rer system of said City; and 1~~iEREAS it is contemplated that said presently outstand- ing bonds will ba presented and surrendered prior to the maturity thereof in order that same may ba refir:ancad and refunded and so that there may ba issued in ezchange therefor a like principal amount of the revenue bonds hereinafter authorized; and Wii~;~AS the estimated period of usefulness of the rrlunici- pal sewer system of said City is forty years, ar_d it is necessary that improvements to said sewer system of slid City be constructed consisting generally of the following; Sewer mains, laterals, pumping stations, outfalls, servioe connections, and all other appurtenances thereto and in connection therewith; and • . ~ , 2 ~ ~1HEREAS under the provisions of The Revenue Bond Refinane- ing Act of 1937 (Act 297 of the General Assembly of Arkansas, 1937), as amended, said City is authorized to issue negotiable interest bearing revenue bonds for the purpose of refinancing and refunding said presently outstanding bonds and defraying the cost of constructing suoh improvements, which conds are to be paid from and secured by the net earnings of the r~~.unieipal sewer system of said City; and 's~T~?~:;AS the existing, Municipal sewer systrn of said City is being operated as a revenue prodtzcinl_ enterprise and just or equitable rates or charges for the use of and the service rendered by said existing system have heretofore been lawfully established and are being r.~aintained and will continue to be collected, -but upon completion of the improvements to be constructed as horein- before generally described the schedule of such rates or charges and the basis for imposition of same will be revised so that the amount thereof v~rill be detarrr~ined from the meter readings of ureter supplied to the respective premises connected with and using said municipal sewer system as improved; N(3Pd, THEFtEFC.ztE, Be It and It Is Hereby Resolved by the City Council of the City of VYsst ~,~emphis, Arkansas, as followss Section 1. That for tl~e purpose of refinancing and re- funding the outstanding Sevrer revenue Bonds herein'~efore described and defraying the cost of constructing improvements to the munici- pal sewer system of the City of 4~est l~;lemphis, Arkansas, there be and there is hereby authorized an issue of negotiable interest bearing revenue bonds of said City in the agregate ~sircipal amount of X319,000, each of which shall be ~:nown and designated as a "Sewer Revenue refunding and Improvement Bond," bearing date of June 1, 1945, consisting of one series in the principal amount of ~ r ~, 3 , X41,000, to be designated as "refunding Series," and another series in the principal amount of .':278,000, to be designated as "Improve- went Series;" said ~efundir_g Series shall consist of fort}T-one (41) bonds numbered consecutively from 1 to 41, inclusive-~, of the . denomination of X1,000, bearing interest at the r~$e of four per cent (4;~): per annum,- payable December 1, 1945, and semi-annually th~.^reafter on June 1 and December 1 of each year and maturing serially and in numerical order but without right of prior redar~Lp- tion, ~~2,000 on June 1 of each of the ~taars 1940 to 1949, inclusive; and ;3,000 on June 1 of each of the years 1950 to 1960, inclusive. Said Improvement Series shall consist of two hundrod sevant;~-eight (278) bonds numbered consecutively from 1 to 278, inclusive, of the denomination of X1,000, of which bonds nu*_r_Uered 1 to 35, 37, to 41,~ 43 to 49~, 51 to 57, 59 to 65; 67 to 73, 75 to 51 83 to u9; 91 to 98,/ 100 to 107, 109 to 116, 120 to 127, 131 to 139, 143 to 151; 155 to 163; 167 to 175,"17~ to 187, 191 to 200; 204 to 213, 217 to 226, 230 to 239, 243 to 253; and 257 to 278, all inclusive, shall bear interest at the rfta of t•~tio and one 'zalf per cant (2~~,',) per a5znur~., payable Decemoer 1, 1945, and semi-ar~riually thereafter on June 1 and December 1 of each year, and bonds nurbared 36, 42, 50, 58, 66, 74, oa; 90, 59, 108, 117, to 115, 128 to 130, 140 to 142, 152 to 154, 1G4 to 1~i6, 176 to 178, 188 to 190, 201 to 2Q3, 214 to 216, 227 to 229, 240 to 242, and 254 to 250, all inclusive, shall bear interest at the rate of three par cent (3~~) per annum, payable December 1, 1945 and semi-annually thereafter on June 1 and December 1 of each year. Said Irrprovernent Series. Bonds shall mature serially and in numerical order (but su:;~ect to ri;ht of prior redemption as hereinafter provided) on June 1 of the respective years, as follows: r i ' 4 ~ i ~' YEAR AZv~OUI~'fi YEAR d~OUNT 149 3,000 -. 1965 ~ 9,000- 1950 3,000 1966 9,000- 1951 3,000 1967 11,000 1952 3,000 1968 11~000- 1953 3,000 196 12,000- 1554 5,000 1970 12,000• 1955 5,000 1971 12,000- 156 5,000 1972 12,000 1957 6,OGC 1973 12,000' 195: 6,000- 1974 13,000' 1959 ~,000~ 1975 13,000- 1560 5,000- 1976 13,000- 1961 6,000- 19'77 13,000 - 1962 8,OC0' 1978 14,OC0- 1963 8,000- 1979 11,000- 1964 8,000- 1980 11,000- Said City of West Iti'amphis hereby reserves the right and option from time to time to Dell and rodaam the bonds of said Improvement Serios numbered from 20 to 27c, inclusive, prior to maturity in whole or from time to time in part in the inverse order of their ~iuiz~bering on any interest payment date on or after June 1, 1955, upon terms ~ of par and a©c rued interest at the coupon rate to such redemption date plus a premium of three per cent of the principal amount thereof`, and in the event of redemption of any or all of said bonds numbered from 26 to 27~, inclusive, notice thereof identifying same will be given by publication at least once during each of two con- secutive calendar weeds in a newspaper or financial journal of general circu7.ation published in the City of ~.emphis, Tennessee, the first of such publications to be not less than thirty days prior to such redemption dato. Section 2. That for the purpose of morn effectively permitting the raspeotive revenue 'aonds in t'r~e ag€;re~;ate to .evidence the purpose intendod as herein set out and securing; to the holder or holders of said bonds collectively the covenants a:rd provisions contained in this resolutior_, it is here :,y provided that the Union Elanters Rational Sant & Trust Company, the principal office of which is located in the City of P,l.emphis, 2'ennessee, is hereby designated as Trustee with the powers and duties hereinafter set • ~ ' 5 ' forth, and with no liability in connection with any action or omis- sion to act hereunder, except for its own negligence or willful breach of trust. acceptance oi' said Trustee of the powers and duties hereinafter set forth shall be conclusively presumed and evidenced by the execution of the authentication certificate as same is to be endorsed upon each of said bonds. f,ach such bond shall be executed on behalf' of said City by being signed by the 1,~ayor and attested by the City Recorder of said City, vaith the cor- porate seal of said City affixed thereto, and oach of the interest c coupons attached to said bonds shall be executed with the facsimile signatures of said 1'r~ayor and said City Recorder, which officials, by the execution of the bonds, she 11 thereby be conclusively ~~re- sumed to have adopted as and for their ovm official signatures their facsimile signatures as aplearin~ on said coupons. The prin- cipal amount of said bonds and all interest thereon shall be payable ir> lawful money of the United States of .~.merica at the principal office of the Union Planters ;latio_-al Bank & Trust Company, in the City of A,emphis, Tern~essee, out of the 1~ Sewer Revenue Bond Fund," hereinafter ereatod. Section 3. That each of said ponds shall be fully nego- tiable, provided, that upon presentation at tl.e office of the Trustee as Bond Registrar of an~;= of said bonds same ,,,ay be registered as to principal in the name of the holder thereof on the books of the City to be kept for that purpose in said office, which registra- tion shall be noted on the back~of the bonds so r©;;istered and thereafter the principal of the bonds so registered shall be payable only to'the registered holder, his le al representatives or assigns. Bonds so registered may be transferred to another registered holder or to bearer upon presentation to the Trustee as Bond Registrar with a legal assitnr:~ent duly acknowled;ed or proved. Re_istration of any of said bonds as to principal shall not affect the negotiability of the coupons thereto attached and such coupons shall continue to be transferable Bar delivery. i r 6 Y Section 4. That each of said Londs of the Improvement Series and coupons attached thereto, and the pro-~isions for regis- tration a~.pertaining thereto, and the certificate of authentication by the Trustee to be endorsed thereon, s%~all be in substantially ---.. the following forms, respactivel~~; (Form of Bond) UfidITED STATES OIL' AI`rF,RICA STATE OF AR?rAAiSAS CITY GF JEST Tu,r~i1''ITIS rC.)VY%i l~'.iR '?~,~iTE~~yL!~E :tEFL~~~DI~;G AT~D I=~.-1='nCV~:~r;13T 130D]D Iiv`F'ROVE,fi~."~1TT SLRIJS Number X1,000 Tr~?CflIV ALL T::ETs BY TFivSFY P?ti SEi'TS that the City of 'test ILemphis, in the County of Crittenden and State of Arkansas, for value received, hereiiy promises to pa;- to the bearer hercaof, but solely from the source and in the manner hereinafter provided, the sum of Cne Thousand Dollars 0 1,000) on the First day of June, 19 , ars3. in like manner to pay interest thereon at the rate of per Dent ( ) per annum from date hereof on December 1, 1945, and semi-annually thereafter o}~ June 1 and Decamner 1 of each year until paid, except as to provisions hereinafter set forth with respect to pre~~rnlent and redemption may be and become applicaLle hereto. Such interest as aforesaid as Tray accrue on and prior to the maturity data of this bond to be payable only upon presentation ar~d surrender of the annexed interest coui.ons as the same severally become due; both ~rincipal and interest being; paya'~le in lawful money of the United States of America at the ~,rincipal office of the Union Planters P3ational Bank ~;, Trust Company in the City of Ii`emphis, Tennessee. s 7 , This bond is one of a duly authorized issue a?~~regating J O X31©,000 principal amount, of which .~~41,000 principal amount are designated as Refundi~~~; Series, and ~27~5,000 principal amount are designated as Improvement Series, issued by said City of ~t'test --.,.. ~,~emphis pursuant to the constitution and lays of the State of Arkansas, and particularl; The Revenue Bond Refinancing Act of 1937, As amended, and as authorized by a resolution dul;;- adopted ?u~y the City Council of said City for the purrase of refinancin.rn and i.ir~- proving the municipal sewer s~*stem of said Cit~r. Tie bonds consti- ~ tuting said authorized issue, together with all interest thereon and any bonds in addition thereto that may be issued under the conditions set forth in said resolution, are payable solel;~ from ~ revenues to be a~erived from the operation of said sevrer system, a I ~ sufficient pcrtion of which regonues has been ordered set aside as a special fund designated as the ~'$ewer Revenue Bond Fund" and pledfed for that purpose. Under the provisions of said resolution authorizing t~±e issuance of this bond there shall k;e set aside into said fund out of the revenues derived from the operation of said sewer system remaining after payment only of the necessary expenses of operation and maintenance of said s;;stem.., such sums as shall be sufficient for the payment of the principal of and inter- est on this 'pond and all other bonds outstanding under the provi- sions of said resolution. Refsrerce is hereby made to th© resolution authorizing the issuance of this bo.zd vrhere~~y Union Planters TTational Bank ~; Trust Company, in the City of Lemphis, Tennessee, has been desig- Hated Trustee for the holders of the issue of bonds of which this bond is one, and for a more eo~~plete description of the municipal sewer syster.-~ of said City, the nature and extent of the security, the rights and restrictions upon the holders of said bonds and the terms, restrictions, and canditions upon which said bonds ha~re ~' 6 l been issued and additional bonds may Le issued and secured on a parity therewith. The holder hereof, by the acceptance of this bond, her~b~r- assents to all the provisions of said resolution and this bond is issued and secured subject to and in accordance with the terms of said r°solutior. with like effect as if the same wars herein fully set forth. heitl~er this bond zior any of the coupons hereunto appertaining shall be deemed to have ;;een issued until the authentication certificate hereon dndorsed shall have been executed by the Trustee. Said City hereby reserves the right and option from time to time to cell and redeem the bonds of said tissue designated as Improvement Series and numbered from 26 to 275, inclusive, prior to maturity in ti~rhole or from time to time in part in the inverse order of the numbering thereof on any interest payment date on or after June 1, 1n55, and in the avant of redemption of ar~y of said bonds of said series so numberied it is a:;reed that said City will, pay to the respective holdsses thereof, upon surrender of the bonds, a redemption ptt~mium in an amount equal to three per cent (3~) of the principal amount thereof. In the avant of redemption of any of said bonds notice thereof identifying saome will be given by publication at least once during each of two consecutive calendar weeps in a newspaper or financial jpurnal of general circulation published in the City of hmemphis, Tennessee, the first of such pub- lications to be not less than thirty days prior to such redemption date, and all such bonds as to v<hich said City reserves and exer- vises its right of redemption as aforesaid and as to which notice as aforesaid shall have been given and for the redemption of which upon the terms aforesaid funds are duly ~_rovided, will cease to bear interest on the redemption date. t ~ ~ This bond is neither Dyable from nor a charge upon any funds other than the net revenues of the municipal sewer s=..-stem f of said City pledged to the payment thereof, as hereinbefore stated, 1 I and no holder or owner hereof or of any of the interest coupons hereunto appertaining shall ever have the right to compel any exercise of the taxing power of said City to pay this bond nor the interest thereon, nor shall this bond constitute a char~•e, lien or encumbrance, legal or equitable, upon ar~y property or credit of said City other than the net revenues of said system as afore- said. This bond does not represent nor constitute an indebtedness of the City of 1d'est pemphis, Ar~.ansas, tivithirr the meaning of any ~. constitutional or statutory provisions or lir_:itation. This bond shall'ae fully negotiabl®, but ray bo registered as to principal in the name of the holder on the books of said City in the o~:fiee of said Trustee, such registration to be noted on the back hereof by the Trustee as Bond Registrar, after ~~hich no trans- fer hereof shall be valid unless made on said boobs and similarly noted on the }pack hereof, but this bond may be discharged from registration by being transferred to bearer after which it shall again be fully negotiable but may ue again registered as before. Th® registration of this bond as to principal shall not restrain the negotiability of the coupons hereto attached ~~y delivers- merely. It is hereby certified and recited t~iat all acts, condi- tions and things required to exist, happen and be performed prece- dent to and in the issuance of tYiis bond do exist, have happened and have beer_ performed in the manner and form recuired by law; that said City will pause said municipal setiver system to be continucusly operated as a revenue producing; enterprise; that a schedule of rates and charges for seririoe thereof' will be fixed, revised, charged, collected and accounted for so that the revenues therefrom vaill be sufficient at all times to ~y the cost of maintaining and 10 operating the system and to promptly pay when due the interest on all of said bonds as may be outstanding and to make annual payments sufficient to redeem and fully discharge all of tha .--. said bonds at or prior to maturity thelyeo~' `:t.,;.a~a~fticisht amount of the revenues to Bs derived from the operation of said epwer~~system has been pledged to and will be set aside each year in the said special fund for the purpose of paying the interest on this bond and the issue of which it is a part, and redeeming and fully discharging such bonds at or prior to the maturity thereof; and that the amount of this bond, together with all obligations, does not exceed any limitation prescribed by law. IN W23'NE38 WHEREOF said City of West Memphis has asused this bond to be executed on its behalf by its Mayor, attested by its City Recorder and the official seal of said City to be affixed hereto and the interest coupons attached hereto to be executed with the facsimile signature of said officers, each of which officers by the execution hereof adopts as and for his own official signature his facsimile signature appearing on e8ah of said coupons, all as of the First day of June, 1945. ~~ ~~ __ DC--c ayor Attest: y scot er ~~, ll Dumber On the First day of , 19 , the City of best Memphis, Arkansas, will pay to bearer Dollars (~_________) in lawful money of the IInite~l States of America, out of its "Sewer Revenue Bond Fund," at the principal office of the IInion Planters National Bank & Trust Company, in the City oP Memphis, Tennessee, as provided in and being interest due that day on its Sewer Revenue Refunding and Improvement Bond, Improvement Series, dated June 1, 1945, Number Attests (Form of Coupon} ayor C y Recor er (Form of Registration Blank) Name of Date of Registered Holder Registration Signature of Trustee a Bond`Registrar (Form of Authentication Certificate) This bond is one of the issue of bonds authorized by the resolution of the City Counc-il of the C1ty of West Memphis as referred to herein. IInion planters National Bank ~ Trust Company, Trustee By Authorized 0 fiver ~~ 3ectioa 5. That each of said bonds of the Refunding Series and coupons attached thereto, and the provisions for regis- tration appertaining thereof, and the certificate of authentication by the Trustee to be endorsed thereon, shall be in substantially the following forms, respectively: (Form of Bond) UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF NEST MEMPHIS SEWER REVENUE REFUNDING AND IMPROVEMENT BOND REFUNDING SERIES Number X1,000 KNOW ALL'~+T BY TIiESE PRESENTS that the City of West Memphis, in the County of Crittenden and State of Arkansas, for value received, hereby promises to pay to the bearer hereof, but solely from the source and in the manner hereinafter provided, the sum of One Thousand Dollars ($1,000) on the First day of June, D,9 , and in like manner to pay interest thereon at the rate of Pour per cent (~,~) per annum from date hereof on December 1, 1945, and semi-annually thereafter on June 1 and December 1 of each year until paid, such interest as aforesaid as may accrue on and prior to the maturity date of this bond to be payable only upon presentation cad surrender of the annexed interest coupons as the same severally become due; both principal and interest being payable in lawful money of the United States of America at the principal office of the IInion Planters National Bank & Truat Company, in the City of Memphis, Tennessee. This bond is one of a duly authorised issue aggregating X319,000 principal amount, of which X41,000 principal amount are designated as Refunding aeries, and 278,000 principal amount ar® designated as Improvement aeries, issued by said City of West Memphis pursuant to the constitution and laws of the State of ~~ 13 Arkansas, and particularly The Revenue Bond Refinancing Act of 1937, as amended, and as authorized by a resolution duly adopted by the City Council of said City for the purpose of refinancing and im- proving the municipal sewer system of said City. This bonds consti- tuting said authorized issue, together with all interest thereon and any bonds in addition thereto that may be issued under the conditions set forth in said resolution, are payable solely from revenues to be derived from the operation of said sewer system, a, sufficient portion oP which revenues has been ordered set aside as a special fund designated as the "Sewer Revenue Bond Fund" and pledged for that purpose. IInder the provisions of said resolution authorizing the issuance of this bond there shall be set aside into said fund out of the revenues derived from the operation of said sewer system remaining after the payment only of the necessary expenses of operation and maintenance of said system, such sums as shall be sufficient for the payment oP the principal of and interest on this bond and all other bonds outstanding under the provisions of said resolution. Reference is hereby made to the resolution authorizing the issuance of this bond whereby IInion Planters National Bank & Trust Company, in the City of Memphis, Tennessee, has been desig- nated Trustee for the holders of the issue of bonds of which this bond is one, and for a more complete description of the municipal sewer system of said City, the nature and extent of the security, the rights and restrictions upon the holders of said bonds and the terms, restrictions and conditions upon which said bonds have been issued and aelditional bonds may be issued and secured on a parity therewith. The holder hereof, by the acceptance of this bond, hereby assents to all the provisions of said resolution and th~~ bond is issued and secured subject to and in accordance with the terms of said resolution with like effect as if the same were herein 14 fully set forth, Neither this bond nor any of the coupons hereunto appertaining shall be deemed to have been issued until the authen- tication certificate hereon endorsed shall have been executed by the Trustee. This bond is neither payable Prom nor a charge upon any funds other than the net revenues of the municipal sealer system of said City pledged to the payment thereof, as hereinbefore stated, and no holder or owner hereof or of any of the interest coupons hereunto appertaining shall ever have the right to compel any exer- ciss of the taxing power of said City to pay this bond nor the interest thereon, nor shall this bond constitute a charge, lien or encumbrance, legal or equitable, upon any property or credit of said City other than the net revenues of said system as aforesaid. This bond does not represent nor constitute an indebtedness of the City oY 1Nest Memphis, Arkansas, within the meaning of any conati- tutional or statutory provisions or limitation. This bond shall be fully negotiable, but may b® registered as to principal in the name of bhe holder on the books of said City in the office of said Trustee, such registration to be noted on the back thereof by the Trustee as Bond Registrar, after which no trans- fer hereof shall be valid unless made on said books and similarly noted on the back hereof, but this bond may be diauilarg~d frog; registration by being transferred to bearer after which it shall again be fully negotiable but may be again registered as before. R'he registration of this bond as to principal shall not restrain the negotiability of the coupons hereto attached by delivery merely. It is hereby certified and recited treat all acts, condi- tio~~is-and thi~Z~s required to exist, ~iappen ana 'ae periorrled prec©- dent to acid in tie; issue of this '~ozid do exist, ha-'e ~iappenecz ax.d ~iav~ been peel orr:ied ~~ri the : laY~zer alc~ ~~'orxr~ x~ :i~.~i-:~ed ~~ 1't=,:~; t':iat '. 15 said City rill pause said. municipal aevrer system to be ooatiauously operated as a revenue producing enterprise; that a schedule cf rates and charges for service thereof till be fiaoed, revised, charged, oolleoted and aooounted for so that the revenues therefrom rill be sufficient at all times to pay•the post of maintaining and operating the system and to promptly pay men due the interest on all of said bonds as me-y be outstanding and to make annual payments sufficient to redeem and fuI~r discharge all of the said bonds at or prier to maturity thereof; that a suffiaierrt amount of the revenues to be deriTed from the operation of said sexer system has been pledged to and x1.11 be set aside each year in the said special f1~d for the purpose of paying the interest on this bond. and the . issue of tidiieh it is a part, and redeeming and fully discharging nosh bonds at or prior to the maturity thereof; and that the amount of this bond, together xith all obligations, does not eaoeed any limitation presearibed by lax. IR AITI~ESS RSERSOF said pity of West Memphis has caused this bond to be exeautsd on its behalf b~' its Mayor, attested by its City Recorder sad the official seal of said. City to be affi~oed hereto sad the interest coupons attached hereto to be e~oeauted ~arith the facsimile signatures of said officers, each cf xhioh officers by the eaeoutioa hereof .adopts as and for itis opa official signaturrs his facsimile signature appearing on each of said coupons, all as of the First day of ~Tuns~ 1945. yor ,'tte8tf y Rec er ~ 16 ~~ (Form of Coupon) Number ~ ~ On the First day of , 19~, the City of West Memphis, tr~aasas, will pay to bearer Dollars ($ ) in lawful money oP the IInited States of America, out of its "Sewer Revenue Bond Fund," at the principal office Df the IInion Planters National Bank & Trust Company, in the City of Memphis, Tennessee, as provided in and being interest due that day. on its Sewer Revenue Refunding and Improvement Bond, Refunding Series, dated June 1, 1945, Number Mayor Attest: C ty ecor er Name of Dat® of .,` Registered Holder Registration -- (Form of Registration Bland Signature of Trustee as Bond Registrar (Form of Authentication Certificate) This bond is one of the issue of bonds authorized by the resolution of the City Council of the City of bleat Memphis as referred to herein. IInion Planters National Bank & Trust Company, Truste® By Author zed Officer l~ Section 6. That the bonds hereinbefore authorized to be designated as "Refunding Series" in the principal amount of X41,000 shall be prepared and executed as herein authorized ea soon as may be after the adoption of this resolution, and thereupon said Refunding Series shall be deposited with the Trustee with appropriate instructions that same be delivered in exchange for and upon surrender and cancellation of a like principal amount of presently outstanding Sewer Revenue Bonds of said City, dated March 1, 1936, Said Trustee is hereby authorized and requested to authenticate said Refunding Series Bonds and deliver same as aforesaid. The Sewer Revenue Bonds thus surrendered and cancelled shall be delivered by the Trustee to the City Recorder. Simultaneously with the issuance of said Refunding Series of bonds, or at any time thereafter, the bond8 hereinbefore authorised, designated as "improvement Series" and bearing interest at the rate of two and one-half per cent (2) per annum, in the aggregate principal amount of X232,000, shall be prepared and executed as herein authorized and delivered to the Trustee, whereupon said Trustee is hereby authorized end requested to authenticate said bonds and deliver smme to or upon the order of Walton Sullivan and Company, Little Rock, Arkansas, upon payment in current funds to the Trustee for the account of the City of the sum of 209,805.00 plus accrued interest, as provided by the agreement heretofore entered into for the sale of said bonds. The sale of said bonds in the manner and upon the terms afore- said are hereby found and deemed for the best interests of said City. The rem~eining bonds of said Improvement Series in the aggregate principal amount of46,000 which are to bear interest at the rate,~oP three per cent (3~) per annum shall be prepared but - retained by the City Recorder in unexecuted form for subsequent issuance ~` and sale, subject to the limiations and restrictions upon the issuance Qf'addit oval bonds as hereinafter specified. ~ + w ' All sums received as accrued interest in the issuance of any of said bonds shall be paid into the "Baser Revenue Bond Fund" as hereinafter created. All sums exclusive of accrued interest received through the issuance of any of said Improvement deposit to be paid out upon orders of the City Council for the cost of constructing improvements to the municipal asset system of said City, provided that pending expend~:ttires for said purpose said special deposit may be and shall be used to pay interest on any of said bonds. hereby authorized as may be outstanding and as to which there is a deficiency or insufficient funds in the "Baser Revenue Bond Funds to pay the same and any balance remaining in said special deposit after construction of improvements to said municipal seaer system shall be by the trustee, upon order of the City Council, transferred to said Sewer Revenue Bond Fund. Section 7. From and after the issuance and delivery of any bonds under the provisions of this resolution the revenues of the municipal seaer system of said City shall be collected and set aside by said City into a special and separate fund to be used and appertioYiad as follows There shall be first paid Prom said spacial and separate fund as then accrued the reasonable and necessary expenses of operation and maintenance of the numicipal seaer system. There shall be and there is hereby created a special fund to be lflioan and designated as the "seaer Revenue Bond Fund" into which there shall be set apart and paid in each year and in equal monthly installments from the balasae remaining oP said revenues of said seaer system such amounts that the total of the monthly installments during each year sill be at least sufficient to pay interest on and the principal of all bonds issued or per- mitte:l to be issued by this resolution as such interest and ~ . ~ 4 19 • 4 ° Principal becomes due on the d~onds then outstanding. if at any time during the period of the construction of the improvements to the municipal sewer System there be a deficiency in said Sewer Revenue Bond Fund to pay both principal and interest when due and there are unexpended balances of the ~procet~ds from the issuance oP any of the Improvement Series Bonds, then the amounts in said Sewer Revenue Bond Fund shall b® used and applied, to the extent necessary, to the payment of the principal then due, and the balance thereof, together with a sufficient amount of such unexpended bond proceeds, shall be used and applied to the payment bf interest then due. Whenever the amount of funds in said Sewer Revenu® Bond Fund is in excess of the amount of the principal and interest of all of said bonds outstanding which will become due within the ensuing twelve months then such excess may be used to purchase any of said outstanding bonds at a price not exceeding par and accrued interest or may be used and applied to the redemption of bonds `~ ~, prior to maturity on the next succeeding redemption date. ~''' Whenever on June 15, or December 15 of any year the amount in the Sewer Revenue Bond Fund is sufficient to pay all interest and principal to become due on outstanding bonds during the ensuing twelve months and the unapportioned revenues from the operation of the sewer system are in excess of the estimated amount required to pay the cost of operation and maintenance of said system for the ensuing period of six months then such excess of such unapportioned revenues may be transferred to said Sewer Revenue Bond Fund or may be otherwise disposed of as the City Council of said City may from time to time order and direct. If in any year or in any month ar~d for any reason there be a failure to pay into said Sewer Revenue Bond Fund the full amount as above stipulated, or if at any time there be insufficient funds to pay the interest and principal requirements when due on ,. • 20 bonds payable therefrom and then outstanding, then an amount equivalent to such deficiency shall be set apart and paid into such fund from the first available revenues thereafter realized, and same shall be in addition to the amount otherwise herein provided to be set apart and paid into said fund during such succeeding period. All moneys so paid into said Sewer Revenue Bond Fund shall be remittted semi-annually to the bank whereat principal and interest of the bonds are payable, in sufficient time to provide for prompt payment of maturing principal and interest. paid Sewer Revenue Bond Funs, as hereinabove provided, shall be used solely and only and is hereby pledged for the purpose of paying the principal of and interest on the bonds hereby authorized or permitted to be issued, and for no other purpose whatsoever. ~. Section 8. That while the bonds authorized or permitted to be issued hereunder, or any of them, remain outstanding and unpaid reasonable and dust rates for all services rendered by said sewer system to the City of West b~emphis and its citizens, corporations, and other ,, persons whose property is connected therewith, shall b® imposed, collected and accounted for, taking into account and consideration the value of said system, the cost of maintaining and operati~4g the same and the proper and necessary amounts herein required to be paid into said Sewer R®venue Bond Fund. t Section 9. That said City of West Memphis hereby reserves the right to issue or incur additional obligations payable from the net revenues of its municipal sewer system, ranking on a parity as to payment therefrom with the bond$ hereinbefore provided to be presently issued, provided interest thereon is payable semi-annually on June 1 and December 1 of each year and the principal payments are scheduled to become due on June 1 of the year or years of maturity thereof, and also provided that the net revenues of said: sewer systems for the preceding twelve months period, immediately preceding the month in which such additional obligations are issued or incurred, as shown by the officially reported revenues, when added to the estimated net revenues from the area in which the proceeds of such additionally i ' 21 issued or incurred obligations are to be expended for sewer extensions, additions, and improvements, according to an official estimate of a reliable and competent engineer employed by the City, are equal to at least the sum of one and one half times the average annual principal and interest requirements on all bonds or other obligations then outstanding pursuant to this resolution, and one and one-half times the average annual principal and interest requirements on such additional bonds or obligations proposed to be issued. nNet revenues' within the meaning of the provisions of this resolution shall be construed to mean the amount remaining after deducting from gross revenues the amounts paid for reasonable expenses of operation and maintenance of the s;~stem, all as officially reported. Section 10. That it is hereby convenanted and agreed by the City of West Memphis and its City Council with the holder or holders of the bonds herein authorized or permitted to be issued, or t any of them, as follows: (s) That the City of Kest Memphis will cause rates to be fixed and at a 11 times maintained and enforced for the service rendered and furnished by said system sufficient to realize the sums hereinabove provided and required to be paid into the fewer Revenue Bond Fund, in addition to the amounts required to pay all necessary operation and maintenance charges, plus 10~b margin for tontingencies. (b) That so long as any of said bonds are outstanding the City of West Memphis and the City Council and officials thereof will perform all duties with reference to said system required by the constitution:.and statutes of the State of Arkansas and hereby irrevoc- ably covenants, binds and obligates itself not to sell, mortgage or in any manner dispose of said system, including any extensions or additions which may be made thereto, in any manner or to any such extent as would be violative or an impairment of any of the undertakings of said City as set forth in this resolution; (c (c) That the City Rill cause said system to be maintained in good condition and efficiently and economically operated, and rill couse suah rates for the services rendered thereby to b® charged and collected within the limits prescribed by law so that the gross revenues of said system will be sufficient ate all times to provide for operation and maintenance thereof and meet ell principal and interest requirement as in this resolution provided; plus 10~ margin for contingencies. (d) That the City will proceed expeditiously with the contem- • , 22 plated improvements to the municipal sewer system and on or before the completion thereof will include in the premises to be charged the rates for services rendered thereto by said system as improved such additional premises as are served by such improvements, it being contemplated that at or before the time of the completion of said improvements said City will establish and put into effect a schedul® of rates for said services of the improved system which will be based upon the meter readings of water delivered to such premises, but in any event the rates for such services and the basis of imposing same shall be established and maintained in a lawful manner; (e) That the City will cause proper books, records and ac- counts to be kept from all other records and accounts in which complete and correct entries shall be made of all transaction relating to said system. The City will furnish to any holder of any oP the bonds issued hereunder, upon written request, after th® close of each fiscal year the officially reported operating and income statements of such system covering in reasonable detail the operating history of said system for such fiscal year; (f) That fire insurance, workments compensation insurance and public liability and other insurance will be carried 1n such amounts and to such extent as are normally carried in~.:;the operation of systems of the same type. The cost of such insurance shall be considered one of the operating coats of the system. ~- •23 Section 11. That upon the happening of any default in the payment of the principal of or interest on the bonds herein authorized and such default continuing for a period of thirty (30) days after written notice from the Trustee specifying such default and re uirin the same to be remedied shall have been given to the q g City, or upon failure of the City or its officers or agents in the due and punctual observance or performance of any of the covenants, conditions and stipulations on the part of said City of West Memphis in this resolution contained, then and in evert such case the Trustee may proceed, and the Trustee upon the written request of the holders of twenty-five per cent in principal amount of the bonds herein authorized than outstanding, shall proceed to protect and enforce the rights of the Trustee and/or the holder or holders of the bonds by a suit, action or special proceeding in equity or at law for the enforcement of any proper legal or equitable remedy `~ ea shall be deemed most effectual to protect and enforce the rights aforesaid. The holders of a majority in principal amount of all of the bonds herein authorized or permitted and then outstanding shall have the right by an instrument in writing delivered to the Trustee to direct the method and place of conducting all remedial prod~edings to be taken by the Trustee hereunder. The Trustee shall be under no obligation to inatitu~e any suit, or take any proc®edings under this resolution, or to enter any appearance in any suit in which it may be made defendant, or take any steps in the enforcement of its or any right acid powers hereunder, nor be deemed to have failed to take any such action, unless and until it shall have been indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees e and other disbursem®nts and including its own reasonable fees, and if any recovery be obtained by the Trustee payment of all sums due the Truste® as aforesaid shall be a first charge against the amount of any such recovery. • 24, ~ ~ ~ Section 12. That no holder of any of the bonds shall have any right to institute any suit, action or proceeding in equity or at law for any remedy afforded by this resolution unless such holder shall have previously given to the Trustee written notice of an event of default, as hereinb~lfore provided, nor unless also the holders of twent -five er cent in rinci a y p p p l amount of the bonds hereby authorized then outstanding shall have made wtitten request of the Trustee and shall have afforded the Trustee a reason- able opportunity either to proceed to exercise the powers herein- before granted or to institute such action, suit or proceedings, nor unless also there shall have been offered to the T~austee secur- ity and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, it being under- stood and intended that no one or more holders of bonds shall have any right in any manner whatever by his or their action to enforce any right hereunder except in the manner provided. Section 13. That a certified aopy of this resolution shall be filed with the Trustee, and acceptance by the Trustee of the trusts hereby created and in accordance with the terms and con- ditions set out will be conclusively presumed and evidenced by euecution of the authentication certificate endorsed upon the bonds as hereinbefore provided. The Trustee shall have no responsibility with respect t3o the validity of said bonds or the legal sufficiency of the proceedings for their Assuance. It shall be no duty of the Trustee, except as otherwise herein provided, to see that any duties herein tndertaken by the City, or covenants or agreements herein contained on behalf of the City are performed. All compen- sation to the Trustee for services leading up to and including authentication of the bonds may be paid from proceeds of said bonds 4 and all compensation for services thereafter rendered by the Trustee `~ shall be paid by the City as an item of operation and maintenance 1. of the system. i 25 The Trustee may in good faith buy, sell, own, hold and deal in any of the bonds 3:s sued hereunder with like effect as if it was not such Trustee. Section 14. The Trustee may resign and thereby become discharged from the trusts hereby created by notice in writing C d i d at east nce a new a er f given to the ity an publ she 1 o in sp p o general circulation in the City of Memphis, Tennessee, at least thirty (30) days before such resignation is to take effect, but such resignation shall take effect immediately upon the appointment of a new trustee if such new trustee be appointed and qualified before the time limited by such notice. The Trustee may be removed at any time by an instrument in writing signed by the ~oldera of not less than a majority in principal amount of the bonds then outstanding. In case at any time the Trustee shall resign, be removed, be dissolved, or otherwise become incapable of acting, or the offices of the Trustee shall b® taken over by any governmental official or board, or if the position of the Trustee shall become vacant for any reason, a successor may be appointed by the holder of a majority in principal amount of the bonds hereby secured and then outstanding by an instrument in writing signed by such bond hoffiders and filed with the City; provided, and it is hereby agreed and declared, that in case at any time there shall be a vacancy in the office of Trustee hereunder the City may appoint a trustee to fill such vacancy until a nets trustee shall be appointed by the bond holders as hereby authorized. Any trustee hereafter appointed shall be a trust company or bank having the powers of a trust company as to trusts. The City shall publish notice of any such appointment mad® by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the City of Memphis, Tennessee. Any new trustee appointed by the City shall i . -26 J • ~ iannediately and without further act be superseded by the trustee thereafter appointed by the bond holders in tie r.~lasiner abov© provided. Every successor trustee appointed reretu~.der shall e~e- cute, ac).tinov~rledee and deliver to its predecessor, and also to the sent hereunder, City, an instrument in writing accepting such appoint and thereupcbn such successor trustee, without any further set, shall become fully vested with all the rights, irrrmunities, powers, trusts, duties and obligations of its predecessor; but such prede- eesaor shall, nevertheless, on the written request of the City, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of such predecessor hereunder. Should any instrument in writing from the City be e~. required by any successor tr~zstee for more fully and certainly vesting in such trustee the rights, powers and duties hereby vested or intended to be vested in the predecessor trustee, any such in- atrument in writing shall and will, on request, be executed, ed ed and delivered by the City. acknowl g section 15. The provisions of this resolution shall constitut® a contract between the City and the Trustee and the holders of the bonds herein authorized or permitted to be issued, and aftsr the issuance of any of the bonds no change, variation or alteration of any kind of the provisions of this resolution shall be made in any manner except as herein provided until such time as all of said bonds issued Yereunder and th® interest thereon have been paid in full. Section 16. That the bonds authorized or permitted. to be issued hereunder shall not be entitled to priority, one over the other, in the application of the net revenues of said system, it being the intention that there shall be no priority among the bonds authorized or permitted to be issued hereunder regardless of ~ . .. ,' 27 , 's~ the fact that they may be actually delivered at different times, and nothing herein shall be construed to prevent said City from issuing other bonds and incurring other obligations which are pay- able from the revenues of the system, but unless same are issued or incurred consistent with the requirements of this resolution so as to rank on a parity with the bonds issued and outstanding here- under then such other bonds and obligations shall be subject to the priority and preference of the provisions of this resolution and of the bonds issued and ;.outstanding hereunder. Section 17. That all other resolutions, or parts thereof in conflict herewith are, to the extent of such conflict, hereby reps®aled, and this r®solution shall becomes effective forthwith upon its passage. Introduced, July 6th, 1945. Passed and approved, July 6th, 1945. ~---_ ~icUs P. M. Mayor Attest: ~ y scot er Recorded: July 7th , 19! H. E. Manning C ty ecorder WJA:~ Copy:SS 2'~ ~ i , I, , being first duly sworn, do hereby depose and certify that I am the duly eledted, qualified and acting City Recorder of the City of West Memphis, Arkansas, and that as such I have in my possession or have access to the complete corporate records of the Council of said City and that T~have carefully compared the transcript hereto attached with the aforesaid corporate records, and that said transcript hereto att- . ached is a true, correct and complete copy of all the corporate records in relation to the authorization of Sewer Revenue Refunding and Improvement Bonds of said City, to be dated June 1, 1945, and that said transcript hereto attached contains a true, correct and complete statement of all the measures up to the present time in relation to the authorization send issuance of said bonds. WITNESS my official signature and corporate s®el of said City hereto affixed at West Memphis, Arkansas, this _.___ day of 1945. y ecor er (SEAL) State of Arkansas ) ss. Cowa.ty of Crittenden) Subscribed and sworn to before me by said this day of , 1945. (Seal) My commission expires: WJA: o Notary Pub c e~ Copy: ss