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171 ~a • ,` ORDINANCE N0. 171 t ~r~" AN ORDINANCE snthorizing and providing for the issuance of Sewer Revalue Bonds -Series 19119, of the City of West l[emphis, arkansas, for the purpose of constructing extensions, betterments and improvements to the municipal sewer system of said city, setting forth the terms and conditions upon which said bonds and additional bonds on a parity therewith are to be and nay be issued and outstanding, providing for the paym®nt of such bonds and interest thereon from the revenues of said system, and limiting the rights of the holders of said bonds in the enforcement thereof. ~ ~ ~ WHERE-S the municipal server system in and for the City of bleat Memphis, Arkansas, is presently operated by said city as a revenue producing undertaking under supervision and control of a Sewer Committee, consisting of P. M. Dacus, J. 0. Spotts and J. A. Johnson, and pursuant to a resolution adopted July 6, 1945, by the Council of said city the Sewer Revenue Refbnding and Improvement Bonds of said city have heretofore been authorized, dated Jane 1, 19115, to the aggregate principal amount of X319,000, which by their terms are payable from the net revenues from the a ` operation of said sewer system and in sad by said resolution said city has reserved the right ender specified conditions to issue additional bonds ranking on a parity with said authorized bonds; and ~FiEREAS said Sewer Committee has heretofore recommended and declared to be expedient the construction of extensions, better meets and improvements to said sewer system briefly and general~r described as= sewer mains, laterals, pumping stations, outfalls, service connections, and all other appurtenances thereto and 3.n ~" connection therewith all as contemplated by the report of A. E. Heagter, ~ginsers, now on file with the City Clerk of said city, and the estimated cost of which is X150,000, and said Sewer Committee has approved the adoption of this ordinance for the issuance and sale of such additional parity revenue bonds as hereinafter authorized to the amount of X164,000, pursuant to the provisions of Section ~. 19-4101 et seq. of Arkansas Statutes, 1947, for the purpose of assuring payment of all costs of said extensions, betterments and improvements, including all preliminary and incidental expenses; NOW, THEREpDRE, Be It and It Is Hereby Ordained by the City Council of the City of West Memphis, Arkansas, as follows= Section 1. That the constructinn of the extensiaris, betterments and improvements to the municipal sewer system of the City of West Memphis, Arkansas, as hereinbefore briefly and gen- erally described, and as contemplated by the report of A. E. Heagler, Engineers, now on file with the City Clerk of said city, is hereby ordered. Section 2. That for the purpose of defraying the cost of constructing said extensions, betterments and improvements to the municipal sewer system, and pursuant to the provisions of Act 132 of the General Assembly of Arkansas 1933, as amended, there be and there is hereby authorized an issue of negotiable interest bearing revenue bonds of said City of West Memphis in the aggregate princi- pal amount of X1.64,000, each of which shall be known and designated as a pSewer Revenue Bond -Series 1949,E bearing date of gugust 1, 1949, numbered consecutively from 1 to 164, inclusive, of the denom- ination of X1,000, bearing interest at the rate of three per Dent. f3~) Per annum payable December 1, 1949, and semi-annually there- after on June 1 and December 1 of each year, and maturing serially and 3n numerical order ~4,000j on Jane 1, 1957; X5,000 on June 1 of each of the years 1958 to 1979, inclusive; and X50,000 on June l~ 1980; provided, however, said City of West Memphis shall reserve the right and option to call and redeem said bonds numbered 15 to 164, inclusive, prior to maturity ixi whole or from time to time in part in the inverse grater of their maturity (less than all of a single maturity to be selected by lot), on any interest payment date on or after June 1, 1959, upon terms of par and accrued interest, and in the event of redemption of any or all of said redeemable -2- bonds notice thereof identifying the bonds to be redeemed rill be given by publication at least once during each of two consecutive calendar weeks in a nexapaper or finandal 3ournal of general circu- lation published in the City of Memphis, Tennessee, the first of such publications to be not leas than thirty days prior to such redemption date. S®c,_tion 3. That for the purpose of more effectively ~" securing to the holder or holders of said bonds the covenants sad provisions contained in this ord3aance, it is hereby provided that the Union Planters National Bank & Trust Company, the principal office of which is located in the City of Nemphia, Tennessee, is hereby designated as Trustee with the powers and duties hereinafter set forth, and with no liability in connection with any action cr omission to act hereunder, except for its own negligence or w~i7.1fit7. breach of trust. Acceptance of said Trustee of the powers sad duties hereinafter set forth shall be ccm,clusively presumed and evidenced by the execution of the authentication certificate as same is to be endorsed upon each of said bonds. Each such bond shall be executed oa behalf of said city by being signed by the liayor and attested by the City Clerk of said city, with the corporate seal of said city affixed thereto, sad each of the interest coupons. attached to said bonds shall be executed with the facsimile signatures of said Mayor and said City Clerk, which officials, by the execution of the bonds, shall thereby be conclusively presumed to have adopted as and for their own official signatures their facsimile signatures appearing on said coupons. The principal amount of said bonds and all interest thereon shall be payable in laxful money of the United Staten of America at the principal office of the Union Planters National Bank & Trust Company, in the City of Memphis, Tennessee, out of the NSet-er Revenue Bond Fbnd,n as hereinafter provided. Section !~. That each of said bonds shall be fully nego- tiable, provided that upon presentation at the office of the Trustee as Bond Registrar of any of said bonds same may be registered as to -3- principal in the nape of the holder thereof on the books of the city to be kept for that purpose in said office, ~-hich registration shall be noted on the back of the bonds so registered, and there- after the principal of the bonds ao registered shall be payable only to th® registered holder, his legal representatives or assigns. Bonds so registered may be transferred to another registered holder or to bearer upon presentation to the Trustee as Bond Registrar R3.th a legal asst gnment duly acknowledged or proved. Registration of any of said bonds as to principal shall not affect the negotiabil- ity of the coupons thereto attached, and such coupons shall continu® to be transferable by delivery. Section 5. That each of said bonds and coupons attached _,_,_~ thereto, and the provisions for registration appertaining thereto, and the certificate of authentication by the Trustee to be endorsed thereon, shall be in substantially the follo~ring form, respectively; -1~- (Fora of Bond) UNITED STATES OF AMERICA STATE OF ARKANSAS CITY 4F ~fEST MEMPHIS SEUJER REVENUE BOND SERIES 1949 Number ~l,000 ~. xATOW AT~L MIld BY THESE PRESENTS that the City of West Memphis, in the County of Crittenden and State of Arkansas, for value received, hereby proffises to pay to the bearer hereof, but solely froa the source and in the manner hereinafter provided, the sva of One Thousand Dollars ($1,000) on the first day of .June, 19 ,and in like manner to pay interest thereon at the rate of three per cent (3~) per annum Eros date hereof on December 1, 1949, and semiannually thereafter on June 1 and December 1 of each year until paid, except as to the provisions hereinafter set forth xith respect to prepayment and redemption that that may be and become applicable hereto. Such interest as aforesaid as map accrue on and prior to the maturity date of this bond shall be payable only upon presentation and 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 Union Planters National Bank & Trust Company in the City of Memphis, Tennessee. This band is one of a duly authorized series numbered consecutively 1 to 164 inclusive, issued by said City of West Memphis pursuant to the constitution and laar-s of the State of Arkansas, and particularly Act No. 132 of the General Assembly of Arkansas, 1933, as amended, and as authorized by an ordinance duly adogted by the City Council of said city for the purpose of extending, bettering and improving the municipal sewer system of said city. The bonds constituing said authorized issue, together with all interest thereon and any bonds ranking on a parity therewith heretofore issued, or that may be hereafter issued under the conditions .5r and restrictions set forth in said ordinance, are payable solely from revenues to be derived from the operation of said sewer system, a sufficient portion of which revenues has been ordered set aside as a special fund. designated as thcs nSewer Revenue Bond Ftindn and pledged for that purpose. Under the provisions of said ordinance authorizing the issuance of this bond there shall be set aside into said Hind out of the revenues derived from the operation of said seller system remaining after payment only of the necessary expenses of operation and maintenance of said system, such sums as shall be sufficient for the payment of the principal of and interest on this bond and all other parity bonds outstanding from tiaee to time. Reference is hereby made to the ordinance authorizing the k issuance of this bond whereby Union Planters National Bank & ~rrust Company, in the ~i.ty of ~demphis, Tennessee, has been designated, 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 additional bonds may be issued and secured on a parity therexith. The holder hereof, by the acceptance of this bond, hereby assents to all the provisions of said ordinance and this bond is issued and secured subject to and in accordance with the terms of said ordinan ce with like effect as if the same were herein fully set forth. Neither this bond nor any of the coupons hereunto appertaining shall be deemed to have been issued until the authentication certificate hereon endorsed shall have been executed by the Trustee. Said city hereby reserves the right and option to call and '` redeem said bonds numbered 15 to 16~., inclusive, prior to maturity in whole or from time to time in part in the inverse order of their maturity {less than all of a single maturity to be'selected by lot), on any interest payment date on or after June 1, 1959, upon terms of -b- par and accrued interest, and in the event of redemption of arty of said redeemable bonds it is agreed that noti ce thereof identifying the bonds to be redeemed will be given by publication at least once during each of tyro consecutive calendar weeks in a newspaper or financial journal of general circulation published in the City of Memphis, Tennesse, the first of such publications to be not less a that thirty days prior to such redemption date, and all such bonds as to which said city reserves and exercises its right of redemption as aforesaid and as to which notice as aforesaid shall have been gl.ven, and for the retirement of which upon the terms aforesaid funds are duly provided, will cease to bear interest on the redemption dat®. This bond is neither payable from nor a charge upon any funds other than the net revenues of the municipal sewer syst®m of said city pledged to the payment thereof, as hereinbefore stated, and no holder or owner hereof or of azy of the interest coupons hereunto appertaining shall ever have the right to compel any exer- cise of the taxing power of said city to pay this bond nor the inter- est thereon, nor shall this bond constitute a charge, lien or en- cumbrance, legal or equitable, upon any property or credit of said city other than the net revenues of said system pledged to said special fund as aforesaid. This bond does not represent nor consti- tute an indebtedness of the City of 1~est yemphis, Arkansas, within the meaning of a~ y constitutional or statutory provisions or limitations. This bond shall be fully negotiable, but may be registered as to principal in the name of the holder on the books of said city in the office of said Trustee, such registration to be noted on the back hereof by the Trustee+as Bond aegistrar, after which no transfer hereof shall be valid unless made on said books and similarly noted on the back hereof, but this bond may be discharged Eros registra- tion by being transferred to bearer after which it shall again be filly negotiable but may be again registered as before. The registration of this band as to principal shall not restrain the negotiability of the coupons hereto attached by delivery merely. _7- It is hereby certified and recited that all acts, condi- tions and things required to exist, happen and be performed prece- dent to and in the issue of this bond 8o exist, have happened and have been performed in the manner and form required by law; that said city will cause said manicipal sewer system to be continuously operated as a revenue producing enterprise; that a schedule of rates and charges for service thereof will be fixed, revised, charged, collected and accounted for so that the revenues therefrom will be sufficient at all times to pay the cost of maintaining and 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 the said bonds at or prior to maturity thereof; that a sufficient amount of the revenues to be derived from the operation of said sewer 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 said bonds, and redeeming and Hilly discharging such bonds at or prior to the maturity thereof; and that the amount of this bond, together xtth all obligations, does not exceed any limitation prescribed by law. IN 19ITNESS F said City of west Memphis has caused this bond to be executed on its behalf by its Mayor, attested by its City Clerk and the official seal of said city to be affixed hereto and the interest coupons attached hereto to be executed with the facsimile signatures of said Mayor and City Clerk, each of which officers by the execution hereof adopts as and for his onn official signature his facsimile signature appearing on each of said coupons, all as of the first day of August, 1919, Attests Mayor y er ~: -8- (Form of Coupon) Number ~.t5.00 __._.. On the first day of , 19_t the City of West .yeffiphis, Arkansas, will pay to bearer Fifteen and no/100 Dollars 01,5.00) in laxftil. money of the United States of ~ueriea, out of its pSerer Revenue Bond Fund,M at the principal office of the Union 1"lanters National Bank & Trust Company, in the City of Memphis, Tennessee, as provided in and being interest due that day on its Seger Revenue Bond 'Series 19l~9, dated August 1, 19~i9, Number . liayor Attest: y C er (Form of Registration) Name of Registered Holder Date of Registration t s Signature of Trustee as Bond Registrar : t (Form of Authentication Certificate) This bond is one of the issue of bonds authorized by the ordinance of the City Council of the City of West Memphis as referred to herein. Union planters National Bank & Trust Company, Trustee By Autho ze 0 cer -9, Section 6. That the bonds hereinbefore authorized shall be prepared and executed as herein authorized as soon as may be after the adoption of this ordinance, and thereupon delivered to the Trustee, whereupon said Trustee is hereby authorized and requested to authenticate said bonds and deliver same to or upon the order of Leftwich ~ Ross, upon payment 3.n current funds to the Trustee for the account of the city of the purchase price as provided by the agreement heretofore entered into under date of August 16, 19lt9 for the sale of said bonds. The sale of said bonds, in the manner and upon the terms aforesaid,, is hereby found and deemed for the best interests of said city. All sums received as accrued interest in the issuance of said bonds shall be paid into the Seger Revenue Bond Mind, herein- after created. X11 sums exclusive of accrued interest thus re- ceived shall be deposited with the Trustee as a special deposit to be paid out upon orders of the City Council for the cost of con- structing extensions, betterm~ts and iaprovements to the municipal sewer system of said city, provided, that pending expenditures for said purpose said special deposit may be and shall be used to pay interest on any of said bonds hereby authorized as to which there is a deficiency or insufficient funds in the Sewer Revenue Bond 1~nd to pay the same and any balance remaining in said special deposit after construction of said extensions, betterments and improvements shall be by the Trustee, upon order of the City Council, transferred to said Sewer Revenue Bond Fund. Section 7. That responsive to the restrictions aid condi- tions for the issuance of additional parity obligations payable from the net revenues of said municipal sewer system as set forth in the resolution adopted by the City Council of said city on July 6, 1945, and particularly Section 9 thereof, it is hereby found and declared that the bonds authorized by this ordinance shall rank on a parity -10- as to payment from the net revenues of said sen-er system xith the bonds authorized by said resolution and frog time to time outstand- ing; and it is hereby further found and declared that the net revenues of said serer system as defined by said resolution xithin the period of txelve consecutive months preceding September 1, 1919, as shorn by the officially reported revenues of said system, were $21,?~112.13, that the estimated net annual revues from the area in xhich the proceeds of the additional bonds herein authorized are to be expended for extensions, betterments and improvements according to an official estimate by A. E. Heagler, a reliable and competent engineer employed by the city, rill be X18,996; that the aggregate net at~tal revenues of said serer system after giving effect to the construction of said extensions, betterments and improvements and determined iri the manner provided by said Section 9, rill be ~0,1~38.133 that one and one-half tines the average annual principal and interest requirements on all unretired bonds or the other obligations authorized by said resolution adopted July 6, 19l~5, is X12,605.00; that one and one-half times the average annual principal f, and interest requirements for the additional beside herein authorized ~ to be issued is ~ll.,b98.o0; so that one and one-half times the ~"' aggregate average annual principal and interest requirements on all bonds or other obligations to be outstanding after the issuance of the bonds herein authorized rill be $36,l~5I~.50; and consequently, that the net revenues of said serer system for the preceding txelve months period as shown by the officially reported revenues xhen added to the estimated net revenues from the area in xhich the proceeds of the additionally issued bonds are to be expended for serer extensions, additi.©ns and improvements, according to an official estimate of a reliable and competent eo~gineer effiployed by the city, are equal to at least the sum of one and one-half tines the average annual principal and interest requirements on all bonds or other obligations outstanding pursuant to said resolution adopted July 6, F -11- 19l~5, and one and one-half ti.®es the average annual principal and interest requirements of such additional bonds or obligations now proposed to be issued. Sec_ tio~ 8. That all of the covenants, restrictions, conditions and provisions as set forth in said resolution adopted July 6, 1915, for the operation and maintenance of the municipal sewer system of said City of meat aphis for keeping records with relation thereto, for carrying insurance in connection therewith, and for charging rates and collecting and setting aside the revenues therefrom, for the payment of the reasonable sad necessary expenses of operation and maintenance of such systex from said revenues, and for the creation of a nSe*er Revenue Bond Fundn and the payment into said special fund in each year and in equal monthly installaents of a sufficient portion of the net revenues of ssi.d sewer system so as to pay interest on and the principal, of all bonds issued or permitted to be issued by said resolution, as such interest and prindpal become due on the bonds then outstanding and for the car®, ~austody and application of the amounts in said special fund, are hereby, each and all, ratified and confirmed, and shall continue in force and inure to the security and benefit of the bands herein authorized as ft~.lly and effectively as if herein set out in full, it being specifically hereby covenanted and agreed that the amounts to be so paid into said Sewer Revenue Bond Fund, as aforesaid, shall be sufficient to pay interest on and the principal of .all bonds issued pursuant to the said resolution and the bonds issued pursuant to this ordinance and from time to time outstanding as such interest and principal become due. Sec_ tion 9. For the purpose of creating and maintaining a special fund for the uses and purposes hereinafter in this section specified, all revenues from said system in excess of the amounts required for operation and maintenance and for payment of interest on sad principal of all bonds issued pursuant to this ordinance or -12- ranking on a.parity therewith and from time to time outstanding, shall be paid into said special fund which is hereby designated as the pSewer Reserve Fund" until the amount in said special fund shall be equal to at least X50,000, and whenever expenditures are made from said special fund additional ps~ments from said revenues shall be made as aforesaid to replenish the aggregate therein to said sum of at least $50,000. F~cpenditures may be made from said Seger Reserve Fund on order of the City Council for the purpose of paying the cost of repairs, replacements, renewals, extensions and improver menu ~ said sewer system, and also to pay when due the interest on or principal of any bonds issued pursuant to this ordinance or ranking on a parity therewith to whatever extent the amount in sai d Sewer Revenue Bond Fund might be insufficient. Whenever such excess net revenues are not required as aforesaid to be paid into said Sewer deserve pond and are not required for the payment of any other bonds issued or obligations incurred by said city in connection xith said serer system, they may be used for paying the cost of repairs, replacements, renexals, extensions and improvements to said serer system, or for redemption of braids prior to matu$ty, and same shall constitute the balls for reduction of rates and charges for the i~,,, services and facilities of said system. any funds accu.mailated and held in said Serer Reserve Ftutd may, on order of the City Council, be invested in direct obligations or guaranteed bonds or securities of the United States of erica having a maturity date or being sub3ect to redemption at the option of the holder not more than one year from the date of investment therein, and all such imrestments, together with interest dad intone therefrox, shall be carried to the credit of said S~sxer Reserve pond. Such investments may be sold upon order of the City Coca cil whenever and to xhatever extent cash funds represented thereby may be required for any of the authorized purposes. fir. -13- f Section 10. That all of the provisions set forth in said ____r- resolution adopted July 6, 19t~5 with respect to the powers, duties, functions and immunities of the Trustee and successor trustee, and the rights and restrictions upon the holder or holders of ar~* of the bonds as set forth in said resolution adopted July 6, 1945, are hereby each and all ratified and confirmed, and shall continue in force and inure to the sec~ftp and benefit of the bonds herein authorized as flil.ly and effectively as if herein set out in full. Section 11. That a certified copy of this ordinance shall r ~~ be filed with the Trustee, and acceptance by the Trustee of the trusts hereby created and jn accordance with the terms and conditions hereof will be conclusively presumed and evidenced by execution of the authentication certificate endorsed upon the bonds, as herein- before provided. Section 12. That said City of West yemphis hereby reserves ._._ . a fir. 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 bonds hereinbefore provided to be pre- sently issued, provided interest thereon is payable semi-annually on ~Nne 1 and December 1 of each year and the principal payments ars scheduled to b®come due on June 1 of the year or years of maturity thereof, and also provided that the net revenues of said sewer system for the preceding twe~l.ve 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 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 boad8 -14- ,. or other obligations then outstanding pursuant to this ordinance or ranking on a parity therewith, and one and one-half times the average annual principal and interest requirements on such additional bonds or obligations proposed to be issued. MNet revenues„ within the meaning of the provisions of this ordinance shall be construed to F mean the amount remaining after deducting froe gross revenues the amounts paid for reasonable expenses of operation and maintenance of the system, all as officially reported. Section 13. The provisions of this ordinance shall consti- w •~ tote a contract between the city and the Trustee, and the holders of the bonds herein authorized or permitted to be issued, and after the issuance of any of the bonds no change, variation or alteration of any kind of the provisions of this ordinance shall be made in any manner except as herein provided until such time as all of said bonds issued hereunder and the interest thereon have been paid in full. Section 1l~. That the bands authorized or permitted to be r ~~ 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 b® no priority among the bonds author- ized or perffitted to be issued hereunder regardless of the fact that they may be actually delivered at different times, and nothing herein shall be construed to prevent said city from issufag other bonds and incurring other obligations which are payable from the reve~-es of the system, bat unless same are issued or incurred consistent with the requirements of this ordinance so as to rank on a parity with the bonds issued and outstanding hereunder, such other bonds and obligations shall be subject to the priority and preference of the provisions of this ordinance aad of the bonds issued and outstanding hereunder. Section 15. That all other ordinances and resolutions, or parts thereof in conflict herewith are, to the extent of such plrr -15- /~, ~ _. ~' ~)\ conflicts hereby repealed, and thia ordinance shall become effective forthwith upon its passage. Introduced, September 9, 1949. Passed and approved, September 9, 199. ~~~.~o~ Mayor Attests y er Recorded, September 10 ,1949. b` s ~r '16-