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12/09/40 - 12/23/40zEi MINUTES On Monday, December 9, 1940, the City Council of the City of West Memphis met in a special call session at 8:30 o'clock p. m. All members having had due notice as required by law, and the following being present: W. H. Hundhausen, Mayor I. L. Owens, Alderman J. 0. Spotts, Recorder P. M. Dacus, Alderman Homer Jones, Alderman r-, R. C. Breese, Alderman F. E. Denson, Alderman 0. I. Bollinger, Alderman Whereupon the Mayor declared a quorum present, and the following proceedings were had to wit: Attorneys Frazer & Clifton of Memphis, Tennessee, came before the meeting with details and explained to the Council procedure in the proposed purchase of the 'rYest Memphis Power & Water Company utilities. r-1' After hearing said explanations in detail, the Council authorized ~ said Attorneys acting for and on behalf of the City of West Memphis to YCJ proceed in the working out of further details towards the completion d of said purchase. ~ There being no further business to come before the meeting, and upon motion with proper second same was duly ad~urned. W. ' H. UPaDHAUSEN ~.`AYOR ATTEST: J. ~ TS CO R 4 ~ ~.. MINUTES On Tuesday, December 10, 1940, the City Council of the City of West Memphis met in a regular session at 8:00 o'clock p. m. in the City Hall Building with the following members present: W. H. Hundhausen, b4ayor P. M. Dacus, Aldermen J. 0. Spotts, Recorder I. L. Owens, Alderman F. E. Denson, Alderman 0. I. Bollinger, Alderman Whereupon the Mayor dealared a quorum present, and it being apparent that no business or other matters were ready for attention at this time; the Council upon motion with proper second adjourned to met again at the same hour and place on Tuesday, December 17, 1940. ~~~~ W. H. HUNDHAUSEPI MAYOR C W. H. Hundhausen, Mayor I. L. Owens, Alderman J. 0. Spotts, Recorder. P. M. Dacus, Alderman Homer Jones, Alderman R. C. Breese, Alderman -- F. E. Denson, Alderman ~ 0. I. Bollinger, Alderman ~ `~' Whereupon the Mayor declared a quorum present, and the following proceedings were had to wit: Attorneys Frazer & Clifton were present, and made a report of their progress relative to working out details in the proposed purchase of the West Memphis Power & Water utilities. The Recorder presented the following bills for payment: Commercial Appeal 100.00 McCarter's Dairy X8.31 Goodrich Rubber Co. 100.00 Thrifty Drug Company 7.00 Pidgeon-Thomas Iron `' Yrallin-Dickey & Rich Company 127.00 Lumber Company 7.65 S. C. Toof & Company 122.35 Stark Brothers Nursery 40.10 Balton & Son 50.00 Arkansas Power & Light 4.67 West Memphis Tourist Firemen's Attendance 184.00 Court 35.94 Riggs Tractor Company 5.79 Bragg Service Company 164.44 L. B. Jones & Son 3.60 Harris Service Station 77.56 Standard Oil Company 53.60 Yr'est Memphis Floral Sinclair Refining Company 4.00 Company 24.54 _ There being no further business to come before the Council, and i~ upon motion with proper second the meeting was duly adjourned to meet again at the same hour and place on Monday, December 23, 1940. /~ ~ , W. H. HUR'DHAUSEN b9AY0R ATTEST: J ~.~ 0 TS ER ~ ~~ ~ ~` r ~~ ~ ~ Y v ~ 5~ _bA~ ~~ ~p / M r~ ~` -, di MINOTES OF MEETING OF CITY COIINCIL OF CITY OF WEST MEMPHIS, ARKANSAS, REGULAR MEETING, MOPdDAY, DECEMBER 23, 19k0:- The City Council of the City oY Weat Memphis, met in regular session at the City Hall in said Citq at 8x30 o'clock P.M. pursuant to prior adjournment. TYie meeting was called to order and there were present W. H, Hundhausen, Mayor, in the Chair, and the following named Aldermen: F. E. Denson, I. L. Owens, Eielvin Dacus, - R. C. Breese, Hamer Jones, 0. I. Bollinger. ~ Alderman 0. I. Bollinger introduced and caused to be read the following ordinance: ~,,,;;; ~„,,,_ 8 ,,.~. ORDINANCE N0. ^.. AN ORDINANCE TO ACQUIRE•~ ERWORKS AND ELECTRIC LI(Ki'P • AND ~'flWER SYSTEM OF WEST MEMPHIS, ARKANSAS, OWNED BY THE WEST MEMPHIS POWER AND WATER COMPANY-AND TO AUTHORIZE TAAT FUNDS HE BORROWED BY THE CITY OF WEST MEMPHIS FOR SAID PURPOSE IN THE PRINCIPAL AMOUNT OF $250,000. TO BE EVIDENCED BY WATER AND ELECTRIC REVErTiTE CERTIFI- ~ ~ CATES PAYABLE SOLELY FROM THE NET REVENUES OF SAID SYSTEM. ~ - ~ ~ 4'' ORDINANCE N0. WHEREAS West Memphis Power 8c Water Company now owns and operates a waterworks and electric light and power system as a single oombined unit for the purpose of furnishing water and electric light and power in and surrounding the City of West Memphis, Arkansas, and to the inhabitants thereof, and as a result of negotiations, said Company has notK agreed to convey said waterworks and electric light and power system to said city at 8 determinable price, which price, together with the incidental costs of acquisition, has been deter- , mined by the City Council of said city to be not lass than X250,000; and WHEREAS the said City of West Memphis has the power to _"' acquire works for lighting the streets and other public places with electricity and for furnishing light and power to consumers of electricity and for providing a supply of water, and it is deemed advisable that'the"~vVOrks'consisting of the combined waterworks and electric light and power system now owned by West Memphis Power and Water Company be acquired and thereafter owned and operated as a municipal system; and WHEREAS funds are not available to said city with v~ich ~`y, to acquire said system, but there has been submitted to this City ~°' Council a proposal on behalf of Messrs. Leftwich & Ross of Memphis, Tennessee, and Associates, whereby and whereunder fund s. would be advanced to said city with which to acquire said system and the funds thus advanced and borrowed by said city would be repaid with interest solely and only out of the net earnings of the municipal waterworks and electric light and power system thus acquired from such funds, and in evidence of such advancement and borrowed funds there would be issued water and electric revenue certificates evi- dencing the unpaid amount and interest thereon, which certificates would be in convenient denominations and would collectively show the respective installment repayments and when they were to be repaid; and ~~ WHEREAS this City Council has investigated and found .that the available net revenues from the operation of said system by said city will be wholly adequate end sufficient to repay such advancement and borrowed funds with interest thereon. as hereinafter provided; and WHEREAS it is deemed advisable that said city borrow funds to the principal amount of X250,000 for the purpose aforesaid anal by '~~ this ordinance set out the various details and stipulations for the ~- issuance and delivery of certificates to evidence sucsh borrowed funds R and the terms and conditions for the repayment of same with interest; •` ~~. ,`, .~~ ~`~. k ~A` NOW, THEREFORE, Be It Ordained by said City Council of the k,' City of Weat Memphis; Arkansas, as follows: ~~ Seotion 1. That the City of West Memphis, Arkansas, ac- quire from West Memphis Power and Water Co~pany the waterworks and electric light and power system now supplying water and electric service in and surrounding said city, and,fu~ds be borrowed as of January 1, 1941 by said city for that purpose in the principal amount of 250,000, and that to evidence thQ furida thus borrowed and to stipulate the time and manner in which same, together with interest thereon, shall be repaid, there be issued and delivered to Leftwioh & Ross of Memphis,. Tennessee, Water and Electric Revenue Certificates in the principal amount of X250,000, dated January 1, 1941, which certificates for convenience shall be of the denomination of X1,000 each, shall be' numbered consecutively from 1 to 250, in- clusive, shall stipulate for the payment of interestl~videneed by coupons attached thereto at the rate of three and one-half per cent (3 1~2~~ per annum, payable on July 1, 1941, and semi-annually there- after on January 1 and July 1 of each year until the principal amount represented thereby shall have been paid, or until such of the cer- tificates that are subject to prepayment shall have been called for redemption and prepayment, and said certificates shall respectively be scheduled to mature in numerical order on January 1 of the res- pective years, as follows: Year. Principal-dae 000 ~ 5 : . 5,000 .~. - ,~,.. ° ~~, "'z8 5, 000 6 000 ~- ~ ~~ ~ ~:. `~ ^ , 6,OOQ~ ..~,€ , -y~ ~W _. ti 6,000 6,000 - 1 7,000 7,000 7,000 7, 000 7, 000 ~ . ~ ~ ~. 5,000 ~~:: 5, 000 ~ ~ ., 5,000 f 9, 000 ~ `~ ~° 9,000 9,000 10,000 ~_ ~q ~ 10, 000 Y , 10,000 11,000 11, 000 ; ~~ 11, 000 ,,; <; 12,000 , 12,000 , 12,000 1~,D00 13,000 iJ I I~~ Provided, however, that in order to enable said city to prepay the funds thus borrowed and evidenced by said certificates it shall be conditioned in each of said certificates numbered 25 to 250, in- " elusive, that said city may make such prepayments in installments of $1,000 or multiples thereof, by redeeming and thereby causing interest to cease on such certificates on January ~., 1946, or on any scheduled interest payment date thereafter prior to the re- spective scheduled ~due~ dates. Such redemption of any amount less than all certificates at any time outstanding shall be in the i~rverse order of their numbering, and in the event said city exeroises such right of prepayment and redemption it is agreed that interest, in addition to that represented by the coupons accrued as of the pre- payment or redemption date, will be paid to the harder of the respec- tive certificates in an amount equal to three per dent (3~) oP the ~' f °~~~ ~ ~ ~ , 'w~~e-~?~ p C ,~,~ ~~'°' 26 t principal amount for any or all such certificates prepaid or redeemed on January 1, 191,6; two and one-half per cent (2~~) of such principal amount for any such certificates as may be prepaid or redeemed after January 1, 1946, but on or prior to January 1, 1951; and two per cent '" (2~) of such principal amount as to any such certificates as may be prepaid or redeemed after January 1, 1951, but prior to the respea- ' five scheduled due dates thereof. It is hereby agreed that in-the event said city should elect to prepay and redeem any of such certificates a notice identifying the certificates to be thus prepaid and redeemed will be filed orx behalf ~ of said city with the trustee, as hereinafter provided, not less than thirty days prior to such prepayment and redemption date, and that said city will cause notice to also be published at least twice in a newspaper of general circulation published in the City Af Memphis, Tennessee, and in a newspaper of general circulation published in the City. of Chicago, Illinois, the first of such publications in each of said newapapera to be not less than thirty days prior to the prepay- . went or redemption date, and the second of such publichations to be ,-~ not less than fifteen days prior to such date. Each of such certifi- canes shall evidence the unpaid portion to the principal amount ~,,~ thereof of the cost. to said city of the municipal waterworks and ~C electric light and power system, and shall be payable solely and d~ only out of--the "Water and Electric Revenue Certificate account," hereinafter created, and shall be a valid claim of the holder or holders of such certificates only against said ccount, and the revenues • of the municipal water and electric light and war system pledged to such account as hereinafter provided Said certificates shall be neither payable from nor a charge upon any funds other than the net revenues of the system pledged to the payment thereof, as hereinafter provided, and no holder or owner of any of said certificates shall ever have the right to compel any exercise of the taxing power oP said City to pay said certificates nor the interest thereon, nor shall any of said certificates constitute a charge, lien,or encumbrance upon any credit of said city other than the net revenues oP~said system as j aforesaid. Section 2. That for the purpose of more effectively per- - witting the respective certificates in the aggregate to evidence the purpose intended as herein set out, and securing to the holder or holders of said certificates collectively the, covenants and provisions contained in this opdinanee, it is hereby provided that The National Bank of Commerce in i{~emphis, the principal office of which is located in the City of Memphis, Tennessee, is hereby designated as Trustee with the powers and ,duties hereinafter set forth, and with no liability -$ in connection with any action or omission to act hereunder, except for its-own. negligence or wilful breach of trust. Acdeptance of said Trustee of the powers and duties hereinafter set forth shall be con- '3 elusively presumed and evidenced by the execution of the authentication '~. certificate as same is to be endorsed upon each of said certificates. Each such certificate shall be executed on behalf of said city by being signed by the Mayor and attested by the City Recorder of said City with the corporate seal of said` city affixed thereto, and each z~ of the interest coupons attached to said certificates shall be executed V` with the. facsimile signatures of said Mayor and said City Recorder, which officials, by the execution of the certificates shall thereby be conclusively presumed to have adopted as and for their own official signatures their facsimile signatures as appearing on said coupons. The principal amount of such certificates and`all interest thereon shall be payable in lawful money of the IInited States of America at the principal office of The National Bank of Commerce in Memphis, in the City of Memphis, Tennessee. Section ~. That upon presentation at the office of the City .;,' Recorder of th-- a qty of West Memphis of any of said certificates, such certificates may be registered as to principal in the name of the holder thereof on the books of the city to be kept for that purpose, which registration shall be noted on the back of the certificates so registered, and thereafter the principal of the certificates so regis- t~red shall be payable only to the registered holder, his legal representatives or assigns. Certificates so registered may be trans- (erred to another registered holder or to bearer upon presentation to '~ L _.. s _ ...... ~~ .. , the Cit Recorder with a le el asst y g gnment duly acknowledged or proved . Registration of any of said certificates as to principal shall not. affect the transferability of the coupons thereto attached,'snd such coupons shall continue to be transferable by delivery. Each and suety successive holder of said certificates during such-time as they are ' payable to bearer and such holder oY each of such coupons thereto • attaohed shall be conclusively presumed to forego and renounce any' ~_ and all equities he or they may ever have, in favor of subsequent holders for value without notice, and to agree that said certificates while so payable to bearer, and each of the coupons thereto attached, may be negotiated by delivery by any person having possession there- of, howsoever such possession may have been acquired, and that any holder who shall have taken any of-said certificates or any oP the coupons from any person for value and without notice thereby has ' ,;acquired absolute title thereto, free from any defenses enforceable ' against any prior holder and free Prom all equities and claims of ~' ownership of any such prior holder and the City oP West Memphis and its officials and the trustee shall not be affected by any notioe to the contrary. Section lam. That each oY said certificates and coupons ~ ' attached thereto and provisions for registration appertaining-.thereto '. and .the certificate of authentication by the Trustee to be endorsed thereon, shall be in substantially the Yab3owing Yorms,' respectively: ( F ~ orm oP Certificate } - IINITED STATES OF 'AMERICA STATE OF ARSANSAS . COIINTY OF CRITTENDEN .° ~: :~ _ ~. , ... CITY OF WEST MEMPHIS - - '.. ~~ - ` „ - WATER AND ELECTRIC REVENUE CERTIFICATE Number `~ ~ X1,000 " ' ( KNOW ALL Mu' T BY TFIEBE PRESENTS that the City of West - "`' Memphis in the County of Cr t~tenden and State of Arkansas, for ~,: , fix: value received, hereby promises to pay to the bearer hereof, or if this certificate be registered as hereinafter provided, to the registered holder hereof, solely from the s ecial funds hereinafter -1 ,` provided, the sum of One Thousand Dollars (1,000) on the first day ~ of January, 19 , and from said special fund to pay interest thereon , at the rate of three and one-half per cent (3~~r} per annum, p gable July 1, 1941, and semi-annually thereafter on January 1 and ~uly l - of each year-until paid, except as the provisions hereinafter set • ''v M forth with respect to prepayment and redemption may be applicable 9 , hereto; such interest as aforesaid as may accrue prior to the ~, maturity date of this .certificate to be payable only upon presents- r-• tion and. surrender of the annexed interest coupons as the same t.` severally become due; both principal and interest being payable in ``~' lawful money of the IInit~d States of America. at the principal office ,_ , oY The National Bank oY Commerce in Memphis, in the City of Memphis ~. , Tennessee. Thi tifi t i s cer ca e s one oY a duly authorized issue aggre- gating Two Hundre8 Fifty Thousand Dollars principal amount and has ?.been:: issued by said City oP West Memphis pursuant to an ordinance -~ duly adopted by its City Council for the purpose of thereby evidencing,..` an unpaid installment to the principal amount hereof of the cost of the municipal water and electric light and power system of said City, ". and this certificate, together with all interest thereon, is payable • solely Prom the net revenues to be derived Prom the operation of said - water and electric light and power system, a sufficignt portion oP ~-- which revenues has been ordered set aside as a special fund and pledge for that purpose and identified as the "Water and Electric Revenue Certificate Account." IInder the provisions of said ordinance ,r ' ,:, ti . ~...~ _. a~~.._.u ,.. ~ss,~Gz~ ...,~.~._. ~ 26i authorizing the issuance of this certificate there shall be set aside into said Account annually in approximately equal monthly installments out of the revenues derived from the operation of'said water and electric light and power system, such sums as shall be sufnicient, after provision for payment of elI costs of operation and maintenance of said system, for the payment of the principal of and interest on this certificate and the issue of which it is a part as the same • respectively become due. Said City hereby reserves the right from time to time to prepay and redeem certificates numbered 28 to Z50, inclusive, of the issue of which this certificate is one, in the inverse order of their numbering, on January 1, 1946, or on any scheduled interest payment date thereafter prior to the respective due dates thereof,. and in the event said City exercises such right of prepayment and redemption, it is agreed that interest, in addition to that represented by the coupons hereto attached which has accrued as of the`grepaymen~~_pr redemption date, will be paid to the holder of the respective cer- tificates upon surrender thereof in an amount equal to three per cent (3~) of the principal amount of such certificates for any or ;r ; all of same so as to be repaid or redeemed on January 1,'1946• two ~~" and one-half per cent (2~~) of such principal amount of any such cer- ~ tificates as may be prepaid or redeemed after January 1, 1946,Xbut on ' or prior to January is 1951, and two percent (2~i) of such principal amount of any such certificates as may be prepaid or redeemed after January 1, 1951, but prior to the scheduled due dates thereof. Notice of the exercise of such right of prepayment and redemption, identify- = ing the certificates to be thus prepaid and redeemed, will be filed on behalf of said City with the Trustee, as hereinafter stated, not less than thirty (30) days prior to such prepayment'or redemption :.date and notice will also be published by said City at least twice `'in a newspaper of general circulation published in the City of Memphis, ' Tennessee, 'and in a newspaper of general circulation published in the City of Chicago, Il~inos, the first of such publications in each of "' such'ne~spapers to a not less than thirty (30) days prior to the ~•prepayment or redemption date, and the second of such publications to be not less than fifteen (15) days prior to such date. All such cer- tificates, as to which said City ]reserves the right of prepayment and redemption and as to which notice ed aforesaid shall have been given and far the prepayment or redemption of which upon the terms afore- '' said funds have been provided, will cease to bear interest on the prepayment or redemption date. -, ,~'.> t! a . c .. r~ =w ~,:'' Reference is hereby made to the ordinance authorizing and prov~~ing for the issuance oP the certificates of which this is one, as adopted by the City Council of said City on December 23, 1940, and whereunder the National Bank of Commerce in Memphis, in the City of Memphis, Tennessee, has been designated as Trustee for the holders of~the issue of certificates of which this certificate is one, and for a statement 8f the terms and conditions upon which said certifi- -' Cates are issued and any additional certificates may be issued ranking on a parity herewith.: Neither this certificate nor any of the coupons hereunto appertaining shall be deemed to have been issued until the authentication~'eertificate hereon endorsed shall have been executed by the,Trust~e. This certificate is neither payable from nor a charge upon any funds other than the net revenues of the municipal water and electric light and. power system of said City pledged to the .payment. thereof, as hereinbefore stated, and no hglder 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 certificate nor the interest thereon, nor shall this certificate constitute a charge, lien or encumbrance upon any credit of said City other than the net revenues of said system as aforesaid. This cer- tificate does-not represent nor constitute an indebtedness of the City ~xf West Memphis, Arkansas, within the meaning of any constitu- tional'or statutory provision or limitation. ~-: ~;~ ~ b ,1z, a ~ ~ This certificate may be registered as to principal in the name of the holder on the books of the recorder of said City, such registration to be noted on the b k h f b ac ereo y suoh recorder, after -which no transfer hereof shall be valid unless made on said books and similarly noted on the back hereof, but this certificate may be dis- charged from registration by being transferred to bearer after which it shall again be transferable by delivery but may~beagain registered as before. The registration of"this certificate as to principal shall not restrain the transferability of the coupons hereto attached by delivery merely. Each and every successive holder of this cer- tificate during such time as it is payable to bearer and each holder of each of the coupons hereto attached are eonclusivel re- sum y p ed to Forego and renounce any and all equities he or they may ever have in favor of subsequent holders for. value without notice, and to agree that this certificate while so payable to bearer end eadh of the coupons hereto attached may be negotiated by delivery by any person having possession thereof, howsoever such possession may have been acquired, and that any holder. who shall have taken this certificate or any of the coupons from any person for value and `,t without notice thereby has acquired absolute title thereto, free from any defenses enforceable against any prior holder and free from all equities and claims of ownership of any such prior holder, and the City of West Memphis and its officials and the Trustee shall not be affected by any notice to the contrary. It is hereby certified, recited, and declared'that said City has lawfully acquired a municipal water and electric light and power system on a self-liquidating basis; that this certificate repre- sents an unpaid installment of the cost of said system becoming due on-the due date of this certificate; that all acts, conditions and - things required to exist, happen and be performed precedent to and in the issuance of this certificate have existed, have happened and have been performed in due time, form and manner as required by law, ~~~: and that said water and electric light and power system will e ;continuously operated and that a sufficient portion of the ne~ revenues of said system has been pledged to and will be set aside into a separate and .special account for the prompt payment of the principal of and interest on this certificate when due. IN WITNESS'IVNERBOF, said City of West Memphis, Arkansas, has ~baused this cart f cam to to be signed by its Mayor and attested by its City Recorder and its corporate seal to be hereunto affixed, and the coupons hereto attached to be executed with the facsimile signatures of said Mayor and City Recorder, all as of.the first day of January, 1941. ayor Attest: ity Recorder (Form of Coupon) Number ~~n the first day of 19_, the i~ty of West Memphis, Arkansas, will pay to bearer • Dollars (~ ) in lawful money of the United States of America, out of the "Water and Electric Revenue Certificate Account" at the principal office of the National Bank of Commerce in Memphis, in the City of Memphis, Tennessee, as provided in and being interest due that day on its Water and Electric Revenue Certificate, dated January 1, 1941, Number ,~ Attest: =~ > . ,. x ~ .,~ ..,:_,~~ ~,~~re,a,~.,,._v~.....~ A... _. ,_ Mayor J ~~ ~~~~~ ~ (Form of Registration Blank) ffiame of Date of Registered Holder Registration i --i c 2~~J C~ d ~^; w ,~ ;~-, on is l j 26~ Signature of City Recorder Certificate of_ Trustee. This certificate is one of the certificates oP the issue of .certificates referred to herein. NATIONAL BANS OF CCPIIM~RCE IN Mme' ff'HIS, Trustee, T"'~ Authorized officer. Section ~ That the certificates hereinbefore authorized shall be prepareand executed as herein authorized and all, or so many thereof as may be necessary to evidence the amount of funds found to be required in order to pay West Memphis Power and Water Company Por the acquisition of the water and electric light system, shall be :issued and delivered to Leftwich & Ross upon terms and receipt by the City Treasurer of par and accrued interest. Such issuance and de- livery of said certificates shall be made simultaneously with the acquisition of said system and the amount thus borrowed and evidenced by such certificates so issued and delivered shall be regarded as an -edvdnae to and money borrowed•by said City for the acquisition of said system. All sums received by the City Treasurer as accrued interest in the issuance and delivery of said certificates shall be ,paid into said "'Water and Electric Revenue Certificate Account". From and after the delivery of any certificates issued under the provisions of this ordinance, the income ~d revenues of ' the water and electric light and power system of the City of West Memphis, acquired as aforesaid, and as it may hereafter be improved and extended, shall be-kept separate from the general and all other funds, of the City and shall be set aside into a special and separate fund to be used and apportioned as follows, to-wit: There shall be first paid from said special fund, and as they accrue all reasonable expenses of operation and maintenance of the water and electric light and power system. The cost of electric ::, energy purchased for distribution through the system shall be re- ga~ded as an expense of operation and maintenance. t There shall be and there is hereby created an account to ~ as "Water and Electric Revenue Certificate Aceount" (here- '``" called the "sinking fund"), into which there shall be set ~d paid in each.: year and in equal month~Jr_ installments. from Inca of said reivenues such amounts as the total of the monthly. cents during each year will be sufficient to pay the interest >rincipal of said certificates as the same become due, and it iy fixed and determined that the total of the amounts to be apart and paid into said sinking fund in equal monthly install- -ring the periods of twelve (12) months preceding January 1 respective years shall be as follows: ~~o (1) A sum equal to one hundred per cent (10096) of the principal. of all certificates maturing during-the neat succeeding twelve (12) months plus (2) a sum equal to one < hundred per cent (100) of the interest becoming due oac , all outstanding certificates during and within such twelve° ~~ (12) months and (3j in addition to the foregoing the sum ` of X100 per month, whenever necessary, so as to accumulate and maintain a reserve surplus of X2,000 in such sinking ~" fund by such additional payments. If the City shall for any reason Pail to pay into said sinking fund the full amount as above stipulated during eny period, 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 fnnd during such period. • All moneys as paid into said sinking fund shall be ~r®- " witted to the bank whereat principal and.. interest of the certificates ' are payable. • Such payments shall be so set aside and paid into said sinking fund in equal monthly installments as aforesaid not later than the tenth day of each month. Said sinking fund, as hereiaabove provided, shall be used solely and only, and is hereby pledged, for the purpose of paying the principal of and interest on the certifi- cates hereby authorized or permitted to be issued and for no other purpose whatsoever. Any portion of the balance of the income and revenues of • said system may be used and expended in paying for the cost of any `~ extensions, additions or improvements to said system which the City • Council of the City of West Memphis may find necessary. Whenever the unexpended balance of the income and revendesr', on January 15 or July 15 of any year exceeds X5,000 after making' the expenditures and allocations therefrom as hereinbefore provided ~° the City Council may disburse or withdraw such excess. - Section 6. That while the eertiricates authorized or pe~ witted to be issued hereunder, or any of them, remain outstanding and unpaid, reasonable and 3ust rates for all services rendered by sa.~:d system to the City of West Memphis, and reasonable and ~uat charges for water and electric light"and power furnished to said City and its~~: citizens, corporations, and other consumers, shall be imposed, col- lected and eocounted for, taking into account and consideration the value of said system, the cost of maintaining and operating the same and the proper and necessary allowance for depreciation thereof, and e sufficient and adequate return upon the capital invested. , Section ~. That said Gitp of West Memphis hereby reserves ~, the right to issue or incur additional obligations payable from the,. net income and revenues of the municipal water and electric light and power system, ranking on a parity as to payment therefrom with - the certificates hereinbaLore authorized to be issued, provided `. , interest is payable semi-annually on January 1 and July 1 of each year and also provided (1) the net revenues of said •water and elec- tric light and power system within any period of twelve (12) ` consectitive months out of the eighteen (18) calendar months imme- diately preceding the month in which such additional obligations "`; are issued or incurred, as shown by the officially reported income and revenues, are equal to at least cue and one-half times the average annual principal and interest requirements on all certifi- cates oatstanding pursuant to this ordinance plus the average annual principal and interest requirements on such additional obligations, and also provided {2) such net revenues, determined as aforesaidt2 , shall be equal to at least one hundred and twenty per cent {12096, `: of the sum of the ,maximum annual principal and interest requirements `. oa all certificates then outstanding pursuant to this ordinance R p'+ 271 rf' ~J d d~, c ~} ~_ ~. plus the maximum annual principal and interest requirements on such additional obligations. »Net Revenues"' within the meaning of the provisions of this ordinance shall be construed to mean the amount iremaining after deducting from gross Pevenues the amounts paid for reasonable expenses of operation and maintenance of the system, all as officially reported. Section 8. That it is hereby covenanted and agreed by the City of West Item is and its City Council with the holder or holders of the certificates herein authorized or permitted to be issued, or '' any of them, as follows: (e) That the City of West Memphis will cause rates to be fixed and at all time maintained and enforced for the service ren- dered and water and ectric light and power furnished by said system sufficient to realize the sums hereinabove provided to be paid into the sinking fund, in addition to the amounts required to pap all necessary operation and maintenance charges referred to and provided in Section 5 hereof; (b) That the City of West Memphis and the City Council and officials thereof will perform all daties with reference to said system required by the constitution and statutes of the State of ' Arkansas, and the City hereby irrevocablq 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 sudh extent as would be violative or an impairment oP any of the undertakings of said City as set forth in this ordinance. (c) That the City will cause said system to be maintained in good condition and efficiently and economically operated, and will cause such rates for the services rendered thereby to be charged-and a collected within the limits prescribed by law so that the gross in- come and revenues of said system will be sufficient~at all times to provide for operation and maintenance thereof and meet all principal and interest requirements as in this ordinance provided; (d) That the City will cause proper books, records and accounts to be kept separate from all other records and accounts, in which complete and correct entries shall be made of all traneactiona relating to said water and electric light and powersystem. Said books and accounts shall be kept as nearly as may be in accordance with the books and accounts ordinarily kept.in the maintenance and hold er operation of similar utilities. The City will furnish to any of any of the certificates issued hereunder, upon written request, after the close of each fiscal year the officially reported operating and income statements of such system covering in reasonable detail the operating history of s~~ system for such fiscal year; `~ (e) Thai fire insurance, workmen's compensation insurance nce will be carried in such r i th d nsu a er o and public liability an amounts ~~l to such extent as are normally carried in the operation of publid utilities of the same type, the cost of such insurance shall be considered one of the operating costs of the system. In the event of loss or damage, the insurance proceeds shall be used first, for the payment of restoring or replacing the property lost or damaged, and any remainder shall be paid into the sinking fund ibution in the same t di t s r o above created and. shall be subject manner as are other moneys in said fund. Section ~. That upon the happening of any default i7r the payment of•the principal of or interest on the certificates herein~~.authorized, or in the due and punctual observance or per- formance of any of the covenants, conditions and stipulations on the part of said City of West Memphis in this ordinance contained, ....P...~ 2 . tiR`f,~i. .a 2 T and /such default oontinuing for a period of thirty (30) days after written notice from the Trustee specifying such default and requiring the same to be remedied shall have been given to the City,-then and in every such case the Trustee may proceed, and the Trustee upon the written request of the holders of twenty-five per cent (2590) in principal amount of the certificates herein authorized then outstanding, shall proceed, to protect and enforce the rights of the Trustee and/or the holder or holders of the certificates by a suit, action or special proceeding in equity or at law for the enfordement of any proper U legal or equitable remedy as shall be deemed most effectual to pro- tect and enforce the rights aforesaid. The holders of a majority in principal amount of all of the certificates herein authorized _ then outstanding shall have the right by an instrument in writing . delivered to the Trustee to direct the method and place of conduct- ing all remedial proceedings to be taken by the Trustee hereunder. •i . The Trustee shall be under no obligation to institute any (~ suit, or take any proceedings under this ordinance, 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 rights and powers here- under, nor be deemed to have failed to take any such action, unless qnd until it shall have been indemnified to its satisfaction against ;~ any and ell costs and expenses, outlays and counsel fees and other '~ " disbursements and including its own reasonable fees, and if any recovery be obtained by the Trustee, payment of all sums due the Trustee as aforesaid shall be a first charge against the amount of any such recovery. Seatiom 10. That no holder of any of the certificates " shall have any right to institute any suit, action or proceeding in equity or at law for any remedy afforded by this ordinance - unless such holder shall have previously given to the Trustee ~ written notice of an event of default, as hereinbefore provided, • nor unless also the holders of twenty-five per cent (25~) iu principal amount of the certificates hereby authorized then out- standing shall have made written request of the Trustee and shall _ have afforded the Trustee a reasonable opportunity either to pro- ceed to exercise the powers hereinbefore granted or to institute such action, suit or proceedings, nor unless also there ~sll have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred ; therein or thereby, it being understood and intended- that ho one or more holders of bonds shall have any right,.in~any manner what- ever by his or their action to enforce any right hereunder except '~ in the manuer provided. Section 11. That a certified copy of this ordinance shall be fi ed 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 execution of the authentication certificate endorsed upon the certificates. The Trustee shall have no responsibility with respect to the validity of said certificates or the legal suf- ficiency of the proceedings for their issuance. It shall be no , duty of the Trustee, except as otherwise herein provided, to see ~; that any duties herein undertaken by the City, or covenants or agreements herein contained on behalf of the City are performed. All compensation to the Trustee for services leading up to and including authentication of the certificates may be paid Prom proceeds of said certificates and all compensation for services thereafter rendered by the Trustee shall be paid by the City as an item of operation and maintenance of the system. The Trustee may in good faith buy, sell, own, hold and deal in any of the certificates issued hereunder with like".effect as if it was not such trustee. ,. '. .~.; "~ ;~ ~~ ~` Section 12. The Trustee may resign and thereby become discharged from the trusts hereby created by notice in writing .given to the'City and published at least once in a newspaper oP general circulation in each of the Cites of Memphis, Tennessee, and Chicagp, Illinois, at least thirty (30) days before such resignatio~i~.s-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 V'[; such notice. The Trustee may be removed at any time by an instru- ment in writing signed by the holders of not less than a majority ` in principal amount of the certificates 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 be taken over by any governmental official or board, of if the position of the Trustee shall become vacant for any reason, a successor may be appointed by the holders of a ,-i majority in principal amount of the certificates hereby secured and ~~ then outstanding by an instrument in writing signed by such certifi- Y1~- sate holders and filed with the Cit ~ y; provided, and it is hereby d agreed and declared,. that in ease 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 new trustee shall be appointed by the certificate holders as hereby authorized. Any trustee here- .. after appointed shall be a. trust company or bank having the powers _f of a trust company as to trusts. The City shall publish notice of anq such appointment by.i't made once in each week for dour (L,) successive weeks ins a newspaper of general circulation published in each of the Cities of Memphis, Tennessee, and Chicago, Illinois. Any: new trustee appointed by the City shall immediately and without further act be superseded by the trustee d~hereafter appointed by I the certificate holders in the manner above provided.. ~~ Every successor trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the City, an instrument in writing accepting such appointment hereunder, and thereupon.,such successor trustee, without any further act, shall ' become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the City, execute and deliver an instrument transfe~ing to such successor trustee all the rights, .powers and trusts of such predecessor hereunder. Should any ~.~nslrrument im writing from the City be required by any successor ~ ~ trustee for more fully and certainly vesting in such trustee the rights, powers and duties hereby vested or intended to be vested in the pre- , decessor trustee, any such instrument of writing shall and will, on request, be executed, acknowledged and delivered by the City. erection 1~. The provisions of this ordinance shall eon- stitut.e a contract between the City and the Trustee and the holders of the certificates herein authorized or permitted to be issued, and after the issuance of any of the certificates no change, varia- tion or alteration of any kind of the provisions of this ordinance sha1T be made in any manner, except as herein provided until such time as all of said certificates issued hereunder and the interest thereon i r have been paid in full. ~~ ',; - Section 14. That. all acts heretofore performed and pro- ceedings heretofore taken not inconsistent with the provisions of this ordinance with respect to the acquisition of said system, the borrow- ing and advance of funds for that purpose, and with respect to the operation and maintenance of said system_as a revenue producing under- taking, are hereby ratified and confirmefl. IIpon the acquisition of "`said system the .same rates and charges for services rendered thereby 1h ( as were imposed by the owners of said system immediately prior to con- ' veyance to the City shall continue to be imposed(by the City under municipal ownership until revised or changed in accordance with haw. f _. 2;4 Section T~. That the certificates authori-zed or permitted to be issue 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 cer- tificates authorized or permitted to be issued hereunder, regardless of the fact that they may be actually delivered at different times. ' Section 16. That ell ordinances and resolutions, or parts thereof in conflict herewith are, to the extent of such con- Plitt, hereby repealed, and this ordinance shall become effective forthwith upon its passage. Introduced: , 194_ Passed and approved: , 194_. ._~,k, ...~~ ,.as. Mayor. Attest:' ~. r -:,. City Recorder. :, ~r , ~ ,, There~om~ Alderman F. E. Denson moved that the rule requiting ordinances of a certain character to be fully and distinctly read on three different days be dispensed with and that said ordinance be now considered upon its final adoption, which motion was seconded by Alderman Melvin Dacus, and after due consideration thereof by the Council, the Mayor put the question on the motion and the roll being called, the following voted: Aye: F. E. Denson, Melvin Dacus, I. L. Owens, Homer Jones, 0. I. Bollinger, R. C. Breese Nay: None. Whereupon the Mayor declared the motion duly carried and said proposed ordinance to be ready for consideration for adoption. Alderman ~delvdn Dacus moved that said ordinance be adopted, seconded by Alderman I. L. Owens, and after due consideration by said Council, the Mayor put the question on the motion, and the roll being called, the following voted: Aye: F. E. Denson,, Melvin Dacus, I. L. Owens, Homer Jones, 0. I. Bollinger, R. C, geese. Nap; None Whereupon. the Mayor declared the motion duly carried and said ordinance duly adopted and he announced in open meeting that he had endorsed thereon official approval thereof. It was moved by Alderman 0. I. Bollinger and seconded by Alderman Melvin Dacus that said ordinance as adopted and approved be declared immediately effective and after due consideration~of the motion by the Council, the Mayor put the question and the roll being called the following voted: Aye: F. E. Denson, Melvin Dacus, I. L. Owens,. ~G Homer Jones, 0. I. Bollinger, R. C. Breese.. Nay: None . ,.; ri ~~~ r '~+ ~ y ~ ~+r •" ~ ..a,,, .~ ,~ ~~ I ''~ _'. ~~ y tE rf ~: d d~ 275 Whereupon the Mayor declared said motion duly carried and said ordinance to be in full force and effect. On motion and vote the meeting adjourned. ~'d Mayor. Recorder.