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ORD NO 31-1978 ORDINANCE NO. 3/ 17 767 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF WATER AND SEWER REVENUE REFUNDING AND IMPROVEMENT BONDS FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTANDING REVENUE BONDS (DESCRIBED IN THE AUTHORIZING ORDINANCE), AND FOR THE PURPOSE OF CONSTRUCTING BETTERMENTS, EXTENSIONS, AND IMPROVEMENTS TO THE EXISTING WATERWORKS AND SEWER SYSTEMS NOW SERVING THE CITY OF VAN BUREN, ARKANSAS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY, WHEREAS, the City of Van Buren, Arkansas (the "City a city of the first class, owns and operates its own municipal water and sewer systems as a single municipal undertaking (the "System and WHEREAS, the City has outstanding an issue of water and sewer refunding and improvement revenue bonds dated October 1, 1963,, (the "1963 Bonds and an issue of 4.5% waterworks and sewer revenue bonds, 1972 series, dated November 1, 1.972 (the "1972 Bonds and WHEREAS, the City Council of the City of Van Buren, Arkansas, has determined that it is necessary to construct betterments, extensions, and improvements to the existing system in order to supply the needs of the City's inhabitants to provide them with water and sewer service and to protect their health and safety; and WHEREAS, the City Council has determined that, by refunding the 1963 Bonds and the 1972 Bonds (also hereinafter collectively called the "previous bonds the City will realize significant savings, will realize other significant benefits such as removal of restrictions on the operation of the System and the restrictions of System improvements, will realize additional funds for construction of betterments, exten- sions, and improvements to the System, without the necessity of raising existing water and sewer rates, and that the refunding of the previous bonds would be in the interest of the City; and WHEREAS, the City Council has caused to be filed with the City Clerk by a duly qualified engineer, chosen by the Council, plans and specifications for, and an estimate of the cost of, constructing the betterments, extensions, and improvements, to the System, con- sisting principally of planning and construction of a sewage treatment plant or sewage collection lines and water mains and facilities (the "Project WHEREAS, the City is authorized to issue bonds to accomplish the refunding under the Constitution and laws of the State of Arkansas, including Act No. 297 of 1937, as amended, Act No. 449 of 1961 and Act No. 145 of 1967, as amended, and the City is authorized to issue bonds for the purpose of constructing betterments, extensions, and improvements to the System under the provisions of Acts 131 and 132 of the 1933 Acts of Arkansas, as amended, and applicable decisions of the Supreme Court of the State of Arkansas; and WHEREAS, the City has received an offer for the purchase of $1,887,000 in principal amount of bonds from E. L. Villareal and Company, Inc., of Little Rock, Arkansas (the "Purchaser at a price of par plus accrued interest for bonds bearing interest at the rates as set forth hereinafter, and has determined that the offer should be accepted; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Van Buren, Arkansas: Section 1. That the refunding and construction should be ac- complished and the Mayor and City Clerk are hereby authorized to execute and deliver such documents and writings and to take such other action as may be necessary or appropriate thereto. Page 2. 0 Section 2. Under the Constitution and laws of the State of Arkansas, including Acts Nos. 131 and 132 of 1933, as amended, Act No. 297 of 1937, as amended, Act No. 449 of 1961 and Act No. 145 of 1967, as amended, and applicable decisions of the Supreme Court of the State of Arkansas, including City of Harrison v. Braswell, 209 Ark. 1094, 194 S.W,2d 12 (1946), City of Van Buren, Arkansas, Water and Sewer Revenue Refunding and Improvement Bonds (the "Bonds are hereby authorized and ordered issued in the total principal sum of $1,887,000 for the purpose of refunding the 1963 Bonds and the 1972 Bonds and paying expenses incidental thereto, and for the purpose of funding the construction of betterments, extensions, and improvements to the System, including the necessary expenses incidental thereto and the expenses of issuing the bonds. The bonds shall be dated September 1, 1978, and shall bear interest, shall be numbered, and shall mature on December 1 of each year as follows: YEAR BOND NOS. PRINCIPAL INTEREST RATE 1984 1 -22 $102,000 6.00 1986 23 -47 125,000 6.25 1988 48 -77 150,000 6.40 1990 78 -107 150,000 6.60 1992 108 -137 150,000 6.80 1994 138 -167 150,000 7.00 1996 168 -179 60,000 7.20 2001 180 -379 1,000,000 7.40 Interest on the bonds shall be payable on June 1 and December 1 of each year, commencing June 1, 1979, to be evidenced by dual coupons, denoted Coupons A and Coupons B, with separate rates of interest for the interest payment dates beginning June 1, 1979, and ending December 1, 1983, as follows: Page 3. 0 BONDS NOS. INTEREST RATE AMOUNT OF BONDS COUPON A. COUPON B. 1 thru 22 5.00% 1.00% 102,000 23 thru 47 5.25% 1,00% 125,000 48 thru 77 5.40% 1,00% 150,000 78 thru 107 5.60% 1.00% 150,000 108 thru 137 5.80% 1.00% 150,000 138 thru 167 6,00°% 1,00% 150,000 168 thru 179 6.00% 1,20% 60,000 180 thru 379 6.10% 1.30% 1,000,000 and by single coupons beginning June 1, 1984, and ending on December 1, 2001, at the rates of interest shown in the schedule of maturities hereinabove set forth,., The bonds shall be numbered consecutively from 1 to 379, inclusive, shall be in the denomination of $5,000 each, except Bonds Nos, 21 and 22, in the denomination of $1,000 each, and shall be in substantially the form hereinafter set forth. The bonds shall be subject to redemption prior to maturity as set forth in the form of bond hereinafter. The Purchaser may name the Trustee and Paying Agent for the bonds, subject to the approval of the City Council, which approval shall be set forth in a resolution adopted by the City Council. Section 3. The bonds shall be executed on behalf of the City by the Mayor and City Clerk and shall have impressed thereon the seal of the City. The bonds may be executed by the facsimile signature of the Mayor and the interest coupons attached to the bonds may be executed by the facsimile signature of the Mayor. Any facsimile signature of the Mayor shall have the same force and effect as a manual signature. The bond:; must be executed by the manual signature of the City Clerk. The bonds, together with interest thereon, shall be pay- able solely from the Water and Sewer Revenue Bond Fund, as hereinafter set forth, and shall be a valid claim of the holders thereof only against such fund and the revenues pledged to such fund, which revenues are hereby pledged acid mortgaged for the equal and ratable payment of Page 4. the bonds, and shall be used for no other purpose than to pay the principal, interest, and trustee's and paying agent's fees on the bonds, except as otherwise specifically provided in this Ordinance. The bonds shall not be general obligations of the City but shall be special obligations, the principal of *Id interest on which are secured by a pledge of net revenues (gross revenues less operation and maintenance expenses) derived from the operation of the System. The bonds and interest thereon shall not constitute an indebtedness of the City within any constitutional or statutory limitation. Section 4. The bonds and coupons shall be in substantially the following form, and the Mayor and City Clerk are hereby expressly authorized and directed to make all recitals contained therein: Page 5. 0 UNITED STATES OF AMERICA STATE OF ,ARKANSAS COUNTY OF CRAWFORD CITY OF VAN BUREN WATER AND SEWER REVENUE REFUNDING AND IMPROVEMENT BOND No, KNOW ALL MEN BY THESE PRESENTS: That the City of Van Buren, Arkapsas (the "city acknowledges itself to owe, and for value received jiereby promises to pay to bearer, solely from the special fund as hereinafter set forth, the principal sum of DOLLARS in lawful money of the United States of America on the first day of December, 19 and to pay solely from the special fund interest thereon at the rate of percent per annum from the date hereof until paid. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1, 1979. Principal and interest are payable at the principal office of (the "Trustee" and "Paying Agent This bond is one of an issue of Water and Sewer Revenue Refunding and Improvement Bonds, aggregating $1,887,000 in principal amount, dated September 1, 1978, all of like tenor and effect except as to number, denomination, rate of interest, and maturity (the "bonds issued for the purpose of refunding bonds previously issued, constructir betterments, extensions and improvements to the municipal waterworks and sewer system of the City, and paying necessary expenses incidental thereto, Page 6, I The bonds are issued pursuant tq and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Acts Nos. 131 and 132 of 1933, as amended, Act No. 297 of 1937, as amended, Act No, 449 of 1961 and Act No. 145 of 1967, as amended, and applicable decisions of the Supreme Court of the State of Arkansas, including particularly City of Harrison v. Braswell, 209 Ark. 1094, 194 S.W. 2d 12 (1946), and pursuant to Ordinance No, duly adopted by the City Council and approved on the day of 1978 (the "Authorizing Ordinance" and do not constitute an indebtedness of the City within any consti- tutional or statutory limitation. The bonds are not general obligations of the City, but are special obligations payable solely from net revenues of the City's waterworks and sewer system (the "System An amount of System revenues sufficient to pay the principal and interest on the bonds is to be set aside in a special fund for that purpose identified as "Water and Sewer Revenue Bond Fund," created by the Authorizing Ordinance, to which reference is hereby made for a state- ment of the nature and extent of the security and the rights and obligations of the City, the Trustee and the holders of the bonds. The City has fixed and has covenanted and agreed to maintain rates for services of the System which shall be sufficient at all times at least to provide for the payment of the reasonable expenses of operation and maintenance of the System, to provide for the payment, when due, of the principal of and interest on the bonds, with Trustee's and Paying Agent's fees, as the same become due and payable, to maintain required II reserves, and to make required deposits for the depreciation of the System. The bonds are additionally se,;.ured by a statutory mortgage lien on the waterworks system, and improvements thereto. Page 7. The bonds are subject to redemption prior to maturity, at the option of the City, in whole or in part, with there to be no partial redemption of any bond, in inverse numerical order, from surplus construction funds and revenues on any interest payment date, and from funds from any source on any interest payment date on and after December 1, 1983, at a price of the principal amount of the bonds being redeemed, plus accrued interest to date of redemption. Notice of the call for redemption shall be published one time in a newspaper of general circulation throughout the State of Arkansas published in the City of Little Rock, Arkansas, giving the number and maturity of each bond being called, with the publication to be at least fifteen (15) days prior to the redemption date, and after the date fixed for redemption each bond so called shall cease to bear interest, provided funds for its payment are on deposit with the Paying Agent at that time. This bond shall be deemed a negotiable instrument under the laws of the State of Arkansas, and is issued with the intent that the laws of the State of Arkansas will govern its construction. This bond shall not be valid until it shall have been authenticate by the certificate hereon duly signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and to be performed precedent to and in the issuance of the bonds have existed, have happened and have been performed in due time, form and manner, as required by law; that the indebtedness represented by the bonds does not exceed any constitutional or statutory limitation; and that sufficient revenues have been pledged to and will be set aside for Page 8. the payment of the principal of and interest on the bonds. IN WITNESS WHEREOF, the City of Van Buren, Arkansas, by its City Council, has caused this bond to be signed by the Mayor and City Clerk thereof (with the facsimile signature of the Mayor and the manual signature of the City Clerk) and sealed with the seal of the City, and has caused the interest coupons attached to be signed by the facsimile signature of the Mayor, all as of the first day of September, 1978. CITY OF VAN BUREN, ARKANSAS By (Facsimile Signature) MAYOR ATTEST: City Clerk (SEAL) Page 9. n (Form of Coupon) (Coupon A) (Coupon B) Ill No. On the first day of June 19 the City of Van Buren, December Arkansas, unless the bond to which this coupon is attached is paid prior thereto, hereby promises to pay to bearer solely out of the fund specified in the bond to which this coupon is attached DOLLARS in lawful money of the United States of America, at the principal office of being six (6) months' interest then due on its Water and Sewer Revenue Refunding Bond, dated September 1, 1978, and numbered CITY OF VAN BUREN, ARKANSAS By (facsimile signature) Mayor (The first coupon is for nine months' interest, and all other coupons are for six months' interest. The signature of the Mayor may be lithographed or engraved on the coupons. All bonds will have dual coupons, to be designated Coupon A and coupon B for the interest payments due June 1, 1979, through December 1, 1983, bearing separate rates of interest as shown on the foregoing interest coupon rate schedule, and the bonds shall all have single coupons with no "A" or "B" designation beginning February 1, 1984, through December 1, 2001, at the single rate of interest shown in the foregoing schedule of bond maturities.) On each of the bonds shall appear the following: CERTIFICATE OF AUTHENTICATION This is one of the 379 bonds of the issue of the City of Van Buren, Arkansas, Water and Sewer Revenue Refunding and Improvement Bonds, dated September 1, 1978, described within, B Authorized Signature Page 10. Section 5. The rates to be charged for the services furnished by the System, heretofore fixed'by ordinances of the City duly adopted and approved, and the conditions, rights and obligations pertaining thereto, as set forth therein, are hereby ratified, confirmed and continued. The City covenants and agrees that the rates shall never be reduced while any of the bonds are outstanding unless there is obtained from an independent certified public accountant a certificate that the net revenues of the System (net revenues being defined as gross revenues less the expenses of operation and maintenance of the System, including all expense items properly attributable to the operation and maintenance of the System under generally accepted accounting principles applicable to municipal water and sewer systems), with the reduced rates, will always be equal to the amount required to be deposited in the Depreciation Fund plus at least 150% of the average annual principal and interest requirements on all outstanding bonds payable from the revenues of the Systejn, The City further covenants and agrees that the rates if necessary, from time to time, shall be increased to that amount which will produce net revenues at least sufficient to pay principal, interest and Trustee's and Paying Agent's fees when due, on all bonds to which System revenues are pledged, make required deposits into the Depreciation Fund, and otherwise comply with the provisions of this Ordinance and all ordinances authorizing bonds. Section 6. None of the facilities or services afforded by the System shall be furnished without a charge being made therefor. In the event that the city or any department, agency or instrumentality Page 11. !p thereof shall avail itself of the facilities and services afforded by the System, the reasonable value of the services or facilities so afforded shall be charged against the City or such department, agency or instrumentality and shall be paid for as the charges therefor accrue. The revenues so received shall be deemed to be revenues derived from the operation of the System and shall be used and accounted for in the same manner as any other revenue derived from the operation of the System. Nothing herein,however, shall be construed as requiring the City or any department, agency, or instrumentality thereof to avail itself of the facilities or services afforded by the System. Section 7. The System shall be continuously operated as a revonuo producing undertaking. All moneys received from the operation of the System shall be deposited in such depository or depositories for the City as may be lawfully designated from time to time by the City Council but which must hold membership in the Federal Deposit Insurance Cor- poration. All deposits shall be in the name of the City and shall be so designated as to indicate the particular funds to which the revenues belong. Section 8. Water and Sewer Fund. All revenues derived from the operation of the System shall be paid into a special fund, which is hereby created and designated "Water and Sewer Fund." The revenues in the Water and Sewer Fund are hereby pledged and shall be applied to the payment of the reasonable and necessary expenses of operation and maintenance of the System, to the payment of the principal of and interest on the bonds, to the providing of the Depreciation Fund, and otherwise as in this Ordinance expressly authorized. Section 9. Water and Sewer Operation and Maintenance Fund. There shall be paid from the Water and Sewer Fund into a fund which is III Page 12. x.. hereby created and designated "Water and Sewer Operation and Maintenance Fund" (the "Operation and Maintenance Fund on the first business day of each month, an amount sufficient to pay the reasonable and necessary monthly expenses of operation, repair and maintenance of the System for such month and from which disbursements shall be made only for those purposes. Fixed annual charges such as insurance premiums and the cost of major repair and maintenance expenses may be computed and set up on an annual basis, and one twelfth (1/12) of the amount thereof may be paid into the Operation and Maintenance Fund each month. If in any month for any reason there shall be a failure to transfer and pay the required amount into said fund, the amount of any deficiency shall be added to the amount otherwise required to be transferred and paid into said fund in the next succeeding month. If in any fiscal year a surplus shall be accumulated in the Operation and Maintenance Fund over and above the amount which shall be necessary to defray the reasonable and necessary costs of operation, repair and maintenance of the System during the remainder of the then current fiscal year and the next ensuing fiscal year, such surplus may be transferred and deposited in the Bond Fund (hereinafter created) or in the Depreciation Fund (hereinafter created); provided, however, that any such transfer into the Bond Fund shall be in addition to all other payments required to be made into the Bond Fund, Section 10. Water and Sewer Revenue Bond Fund. (a) After making the monthly deposit in the Operation and Maintenance Fund, there shall be transferred from the Water and Sewer Fund into a special fund which is hereby created and designated "Water and Sewer Revenue Bond Fund" (the "Bond Fund the sums in the amounts and at the times Page 13. 1 hereinafter stated in subsection (b) for the purpose of providing funds for the payment of the principal of and interest on the bonds herein authorized, with the Trustee's and Paying Agent's fees, (and for the maintenance of a debt service reserve), as principal and interest become due on the bonds as follows: Page 14. u YEAR PRINCIPAL A A B B TOTAL DEC. 1 COUPON COUPON COUPON COUPON REQUIREMENTS JUNE 1 DEC. 1 JUNE 1 DEC. 1 1978 1979 82,846.88 55,231.25 16,492.50 10,995.00 165,565.63 1980 55,231.25 55,231.25 10,995.00 10,995.00 132,452.50 1981 55,231.25 55,231.25 10,995.00 10,995.00 132,452.50 1982 55,231.25 55,231.25 10,995.00 10,995.00 132,452.50 1983 55,231.25 55,231.25 10,995.00 10,995.00 132,452.50 1984 102,000 66,226.25 66,226.25 None None 234,452.50 1985 63,166.25 63,166.25 126,332.50 1986 125,000 63,166.25 63,166.25 P 251,332.50 1987 59,260.00 59,260.00 1' 118,520.00 1988 150,000 59,260.00 59,260.00 M 268,520.00 1989 54,460.00 54,460.00 il'; 108,920.00 1990 150,000 54,460.00 54,460.00 iY 1 258,920.00 1991 49,510.00 49,510.00 1N a 99,020.00 1992 150,000 49,510.00 49,510.00 M 249,020.00 1993 44,410.00 44,410.00 r a 88,820.00 1994 150,000 44,410.00 44,410.00 r 238,820.00 1995 39,160.00 39,160.00 78,320.00 1996 60,000 39,160.00 39,160.00 138,320.00 1997 37,000.00 37,000.00 74,000.00 1998 37,000.00 37,000.00 74,000.00 1999 37,000.00 37,000.00 74,000.00 2000 37,000.00 37,000.00 74,000.00 2001 1,000,000 37,000.00 37,000.00 1,074,000.00 Page 15. (b) There shall be paid from the Water and Sewer Fund into the Bond Fund as follows: (1) Beginning on the first business day of the month immediately following the month in which the bonds are delivered, and continuing on the first day of each month thereafter through December 1, 1983, a sum equal to one -sixth (1/6) of the next installment of interest, plus such additional sums as necessary to provide for Trustee's and Paying Agent's fees; (2) Beginning on January 1, 1984, or the first business day thereafter, and continuing on the first day of each month thereafter through December 1, 1984, a sum equal to one -sixth (1/6) of the next installment of interest and one -tenth (1 /10)•' of the next installment of principal, plus such additional sums as necessary to provide for Trustee's and Paying Agent's fees; (3) Beginning on January 1, 1985, or the first business day thereafter, and continuing on the first day of each month thereafter through December 1, 1996, a sum equal to one-sixth (1/6) of the next installment of interest and one- twentieth (1/20) of the next installment of principal, plus such additional sums as necessary to provide for Trustee's and Paying Agent's fees; and (4) Beginning on January 1, 1997, or the first business day thereafter, and continuing on the first day of each month thereafter until all outstanding bonds of this issue with interest thereon have been paid in full, or provision made for such payment, a sum equal to one -sixth (1/6) of the next installment of interest and one fiftieth (1/50) of the next installment of principal, plus such additional sums as necessary Page 16. 2 0 to provide for Trustee's and Paying Agent's fees, on all outstanding bonds. There shall be accumulated from the fractional payments on principal a debt service reserve of $100,000 in excess of the debt service requirements for accruing principal, and if a surplus shall exist in the Bond Fund in excess of the amount required for making all principal and interest payments to the next maturity date of principal and the Trustee's and Paying Agent's fees, and in excess of the debt service reserve, such surplus may be applied to the payment of the principal on any bonds of this issue that may be called for redemption prior to maturity. (c) If the revenues of the System are insufficient to make the required payment on the first business day of the following month into the Bond Fund, then the amount of any such deficiency in the payment made shall be added to the amount otherwise required to be paid into the Bond Fund on the first business day of the next month. (d) If for any reason the City shall fail at any time to make any of the required payments into the Bond Fund, any sums then held' as a debt service reserve shall be used to the extent necessary in the payment of the principal of and interest on the bonds, but such reserve shall be reimbursed from the Water and Sewer Fund before any, of the moneys in the Water and Sewer Fund shall be used for any other purpose except for making the payments hereinabove required to be made into the Operation and Maintenance Fund and into the Bond Fund. The debt service reserve shall be used solely as herein provided. (e) When the moneys held in the Bond Fund, including the debt service reserve, shall be and remain sufficient to pay the principal of and interest on all bonds then outstanding, and the Trustee's and Page 17. 0 S 1 Paying Agent's fees, the Treasurer shall not be obligated to make any further payments into the Bond Fund. (f) All moneys in the Bond Fund shall be used solely for the purpose of paying the principal of and interest on the bonds, and the Trustee's and Paying Agent's fees, except as herein specifically provided. (g) It shall be the duty of the Treasurer to withdraw from the Bond Fund at least ten (10) days before the maturity date of any bond or interest coupon issued hereunder and to deposit with the Paying Agent an amount equal to the amount of such bond or coupon for the sole purpose of paying the same, together with the customary Trustee's and Paying Agent's fees, and no withdrawal of funds from the Bond Fund shall be made for any other purpose except as otherwise authorized in this Ordinance, (h) The bonds shall be specifically secured by a pledge of all the revenues required to be placed into the Bond Fund. This pledge in favor of the bonds is hereby irrevocably made according to the terms of this Ordinance, and the City and its officers and employees shall execute, perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance. Section 11. Water and Sewer Depreciation Fund. After making the required payments into the Operation and Maintenance Fund and the Bond Fund, there shall be paid from the Water and Sewer Fund into a fund which is hereby created and designated "Water and Sewer Depre- ciation Fund" (the "Depreciation Fund on the first business day of the month immediately following the month in which the bonds are delivered and continuing on the first business day of each month thereafter while any of the bonds are outstanding, 5% of the gross Page 18. 0 CD �rT revenues of the System for the preceding month. The moneys in the Depreciation Fund shall be used solely for the purpose of paying the cost of replacements made necessary by the depreciation of the System; provided, however, in the event that no other funds are available therefor, the moneys in the Depreciation Fund may be used to the extent necessary to prevent a default in the payment of the principal of and interest on the bonds. If in any fiscal year a surplus shall be accumulated in the Depreciation Fund over and above the amount necessary to defray the cost of the probable replacements during the then current fiscal year, and the next ensuing fiscal year, such surplus may be transferred and paid into the Bond Fund; provided, however, that such payments into the Bond Fund shall be in addition to all other payments hereinbefore required to be made into the Bond Fund. z Section 12. Any surplus in the Water and Sewer Fund after making all disbursements required by the provisions of this Ordinance and making full provision for the other funds herein provided may be used, at the option of the City, for the redemption of bonds prior to maturity in accordance with the redemption provisions herein set forth, for constructing extensions, betterments and improvements to the System, or for any other lawful municipal purpose. Section 13. (a) Upon delivery of the bonds, any portions of the revenue bond and sinking fund accounts being maintained pursuant to ordinances authorizing and pertaining to the previous bonds not used for the redemption of any previous bonds shall be transferred and deposited in the Water and Sewer Fund created by Section 8 of this ordinance and shall be held and used as set forth in Sections 8 and 12'hereof. Page 19. i j me (b) After complying with subsection (a) above, any moneys now being held in any other fund or account being maintained pursuant to the ordinances authorizing and pertaining to the previous bonds shall be transferred to the Water and Sewer Fund or to the corres- ponding fund or funds created and to be maintained pursuant to the provisions of this Ordinance. Section 14. The City hereby agrees that all payments on the bonds and interest shall be made only through the Paying Agent. All bonds paid at maturity or redemption prior to maturity shall be cancelled when such payment is made, together with all inmatured coupons appertaining thereto, and shall not be reissued. All unpaid interest coupons maturing on or prior to the date of such payment shall continue to be payable to the respective bearers thereof. Section 15. As long as any of the bonds authorized and issued under and pursuant to the provisions of this Ordinance are outstanding, the City shall not issue or attempt to issue any bonds claimed to be entitled to a priority of lien on the revenues of the System over the lien securing the bonds of this issue. Nothing contained in this Ordinance shall be construed to prevent the issuance by the City of additional bonds to finance or pay the cost of constructing any future extensions, betterments or improvements to the System; provided, how- ever, the City shall not authorize or issue any such additional bonds ranking on a parity with these bonds unless and until there shall have been procured and filed with the Trustee a statement by an independent certified public accountant not in the regular employ of the City reciting the opinion based upon necessary investigation that net revenues of the System for the fiscal year immediately preceding Page 20. O the fiscal year in which it is proposed to issue such additional bonds shall equal not less than 150% of the average annual principal and interest requirements on the bonds then outstanding and the bonds proposed to be issued. For the purposes of the computation required by this paragraph, additional amounts may be added to the net revenues .of the completed fiscal year immediately preceding the issuance of additional bonds, as follows: If, prior to the issuance of the additional bonds and subsequent to the first day of such preceding fiscal year, the City shall have increased its rates or charges imposed for services of the System there may be added to the net revenues of such fiscal year the additional net revenues which would have been received from the operation of the System during such fiscal year had such increase been in effect throughout such fiscal year, as reflected by a certificate of a duly qualified consulting engineer not in the regular employ of the City and approved by the Trustee. The term "net revenues" as used in this Section shall mean gross revenues of the System less the amount required to pay the cost of operation, maintenance and repair of the System. The additional bonds, the issuance of which is restricted and i conditioned by this Section, shall be understood to mean bonds payable from the revenues of the System on a parity with these bonds and shall not be deemed to include other obligations the security and source of payment of which are subordinate and subject to the priority of these bonds. Section 16. It is covenanted and agreed by the City and with the holders of the bonds, or any of them, that the City will faithfully and punctually perform all duties with reference to the System required by the constitution and laws of the State of Arkansas, including the Page 21. charging and collecting of reasonable and sufficient rates, as herein specified, lawfully established for services rendered by the System, the segregating of the revenues of the System as herein required and the applying of the revenues to the respective funds herein created and referred to. Section 17. The bonds authorized hereby and issued hereunder shall be subject to redemption prior to maturity in accordance with the terms set out in the bond form. Section 18. The City will keep proper books of accounts and records (separate from all other records and accounts) in which complete and correct entries shall be made of all transactions relating, to the operation of the System, and such books shall be available for inspection by the holder of any of the bonds at reasonable times and under reasonable circumstances. The City agrees to have these records audited by an independent certified public accountant at least once each year, and a copy of the audit shall be delivered to the Trustee and made available to interested holders. In the event the City fails or refuses to make the audit, the Trustee, or any holder of the bonds may have the audit made, and the cost thereof shall be charged against the Operation and Maintenance Fund. Section 19. The City covenants and agrees that it will maintain the System in good condition and operate the same in an efficient manner and at reasonable cost. While any bonds authorized hereby are outstanding, the City agrees that it will insure and at all times keep insured, in the amount of the full insurable value thereof, in a responsible insurance company or companies authorized and. qualified Page 22. O under the laws of the State of Arkansas to assume the risk thereof, properties of the System, to the extent that such properties would be covered by insurance by private companies engaged in similar types of businesses, against loss or damage thereto from fire, lightning, tornado, winds, riot, strike, civil commotion, malicious damage, explosion, extended coverage and against any other loss or damage from any other causes customarily insured against by private companies engaged in similar types of businesses. The insurance policies are to be taken with companies approved by the Trustee, are to carry a clause making them payable to the Trustee as an additional insured as its interest may appear, and are either to be placed in the custody of the Trustee or satisfactory evidence of the insurance shall be filed with the Trustee. In the event of loss, the proceeds of such insurance shall be applied solely toward the reconstruction, replacement or repair of the System, and in such event the City will, .with reasonable promptness, cause to be commenced and completed the reconstruction, replacement and repair work. If such proceeds are more than sufficient for such purposes, the balance remainixg shall be deposited to the credit of the Water and Sewer Fund, and if such proceeds shall be insufficient for such purposes, the deficiency shall be supplied, first, from moneys in the Depreciation Fund, and second, from moneys in the Operation and Maintenance Fund, and third, from surplus moneys in the Water and Sewer Fund. Nothing herein shall be construed as requiring the City to expend any funds for operation and maintenance of the System or for premiums on its insurance which are derived from sources other than the operation of the System, but nothing herein shall be construed as preventing the City from doing so. Page 23. Section 20. The City covenants and agrees that so long as any bonds authorized hereby are outstanding, that it will not mortgage, pledge or otherwise encumber the System, or any part thereor or any revenues derived from the operation thereof, except as herein specifically provided, and will not sell, lease or otherwise dispose of any substantial portion of the same. Section 21. There shall be a statutory mortgage lien upon the water facilities, which shall exist in favor of the holders of the bonds until payment in full of the interest on and principal of the bonds; provided, however, that such statutory mortgage lien shall be interpreted according to the decision of the Supreme Court of the State of Arkansas in City of Harrison, v. Braswell, supra. Section 22. The owner or owners of all improved property lying within the area that will be served by the sewer facilities are hereby directed and required, upon written request from the City, to connect all toilet and wast water facilities of such improved property with the sewer facilities. The required notice by the City shall be given a t least thirty (30) days prior tc; the final date for connection, and if any property owner shall fail to make such connection after having been so requested in writing, the City hereby covenants and agrees to institute appropriate proceedings in a court of competent jurisdiction to compel such connection. Furthermore, any property owner who fails or refuses to connect his improved property with the sewer facilities after having been so requested by the City shall be guilty of a mis- demeanor and upon conviction shall be fined in any sum not less than $2.00 and not more than $10.00, and each day's failure or refusal after Page 24. n the expiration of the time fixed in the notice to make the connection shall be a separate offense; provided, however, that the provisions hereof pertaining to a misdemeanor shall be effective only in the event that the City Health Officer, or other duly designated individual or board, has found and declared that such failure on the part of any particular property owner constitutes a hazard to the public health and safety of the City and its inhabitants. Section 23. (a) The City covenants and agrees that the holders and registered owners of the bonds shall have the protection of the provisions of Section 13 of Act No. 132 of the Acts of Arkansas of 1933, as amended (Ark. Stat. Ann. §19 -4113 [Repl. 1968]) "Act No.132 and the City will diligently proceed tp enforce the lien of unpaid sewer charges against the premises served by the sewer facilities and to collect the amount due, together wikh the penalty and expenses authorized by Act No. 132. And, if thy; City shall fail to proceed, within thirty (30) days after written request shall have been filed by the Trustee, the Trustee may, and upon the written request of the holders of not less than ten percent (10%) in principal amount of the bonds then outstanding shall, proceed to enforce the lien in accordance with and pursuant to the authorization of Act No. 132. (b) If there be any default in the payment of the principal of or interest on any of the bonds, or if the City defaults in any Bond Fund requirements or in the performance of any of the other covenants contained and set forth in this Ordinance,'the Trustee may, and upon the written request of the holders of not less than ten percent (10 in principal amount of the bonds then outstanding shall, by proper suit compel the performance of the duties of the officials of the City under the laws of Arkansas. And, in the case of a default in the Page 25. n n payment of the principal of and interest on any of the bonds, the Trustee may, and upon the written request of holders of not less than ten percent (10%) in principal amount of the bonds then outstanding shall, apply in a proper action to a court of competent jurisdiction for the appointment of a receiver to administer the System on behalf of the City and the holders with power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and collected) rates sufficient to provide for the payment of the expenses of operation, maintenance and repair and to pay any bonds and interest outstanding and to apply the revenue in conformity with the laws of Arkansas and with this Ordinance. When all defaults in principal and interest payments have been cured, the custody and operation of the System shall revert to the City. (c) No holder of any of the outstanding bonds shall have any right to institute any suit, action, mandamus or other proceeding in equity or in law for the protection or enforcement of any right under this Ordinance or under the laws of Arkansas unless such holder previously shall have given to the Trustee written notice of the default on account of which such suit, action or proceeding is to be taken, and unless the holders of not less than ten percent (10 in principal amount of the bonds then outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted by the laws of Arkansas, or to institute such action, suit or proceeding in its name, and unless, also, there shall have been offered to the Trustee Page 26. reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a reasonable time, and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Ordinance or to any other remedy hereunder. It is understood and intended that no one or more holders of the bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Ordinance, or to enforce any right hereunder except in the manner herein provided, that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of,all holders of the outstanding bonds and coupons, and that any individual rights of action or other right given to one or more of such holders by law are restricted by this Ordinance to the rights and remedies herein provided. (d) All rights of action under this Ordinance or under any of the bonds secured hereby, enforceable by the Trustee, may be enforced by it without the possession of any of the bonds or coupons appertaining thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the holders of such bonds and coupons, subject to the provisions of this Ordinance. (e) No remedy herein conferred upon or reserved to the Trustee or to the holders of the bonds is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall b9 in addition to every other Page 27. 0 remedy given hereunder or given by any other law. (f) No delay or omission of the Trustee or of any holders of the bonds to exercise any right or power accrued upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Ordinance to the Trustee and to the holders of the bonds, respectively, mar be exercised from time to time and as often as may be deemed expedient. (g) The Trustee may, and upon the written request of the holders of not less than fifty percent (50°%) in principal amount of the bonds then outstanding shall, waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted under the provisions of this Ordinance or before the completion of the enforcement of any other remedy, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. Section 24. When the bonds have been executed and the seal of the City impressed as herein provided, they shall be delivered to the Trustee and the Trustee shall authenticate them and deliver them to the purchaser upon payment of the purchase price, plus accrued interest from the date of the bonds to the date of delivery "total sale proceeds The manner of payment of the purchase price may be set forth in a letter of delivery instructions executed by the Mayor and delivered to the Trustee. The total sale proceeds shall be disbursed as follows: (a) The accrued interest shall be deposited in the Bond Fund. (b) From the balance of the total sale proceeds, 887,000 shall be applied to the refunding of the previous bonds and to that end Page 28. shall be invested, as set forth in the letter of delivery instructions or as set forth in the Trust Agreement (identified below), in direct obligations of, or obligations the principal of and interest on which are fully guaranteed by, the United States of America, with such maturities and redemption provisions as, together with available cash, will produce, as needed, sufficient moneys to pay principal, interest, l and Trustee's and Paying Agent's fees on the previous bonds, as due and payable. The investment securities and cash, if any, shall be identified in a Trust Agreement executed by the Mayor and City Clerk, which Trust Agreement shall provide that the investment securities and cash, if any, shall be held in trust for the security of the previous bonds and shall provide for the proper handling and disbursement of moneys held in trust thereunder for the payment of principal, interest, and.Trustee's and Paying Agent's fees on the previous bonds, as due and payable. The Mayor and City Clerk are authorized and directed to enter into the Trust Agreement, and such writings as may be incidental thereto, incorporating and implementing the provisions of this Section. All moneys remaining after payment and redemption of all previous bonds shall be remitted to the City for deposit and handling as set forth in this Ordinance. (c) The remainder of the total sales proceeds shall be deposited into a fund hereby created and designated "Construction Fund" in a bank that is a member of the Federal Deposit Insurance Corporation and used for the payment of costs of the Project and paying expenses incidental thereto, including engineering and legal fees and expenses, except that part of the Construction Fund not immediately needed for the Project shall be invested and reinvested pursuant to the direction Ill of the City in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including but not limited to certificates of deposit with banks that are members of the'Federa-1 Deposit Insurance Page 29. Corporation, and in the event there:,shall accumulate in the Construction Fund a surplus of funds in excess of the anticipatory needs of Project costs, such surplus shall be transferred and paid into the Bond Fund. The moneys in the Construction Fund, except the surplus funds mentioned above, shall be disbursed solely in payment of costs of the Project and expenses incidental thereto. Each check or voucher for disburse- ment of funds must be signed by the individual occupying the position of managing officer of the System, and in the case of all items of expense over which the consulting engineers shall exercise supervision each check or voucher must be accompanied by a certificate signed by the consulting engineers or their representative certifying approval thereof. The managing officer of the System shall keep records of all payments made by check or voucher. When the Project has been completed, this fact shall be evidenced by a certificate of the consulting engineers to that effect, to be delivered and filed with the managing officer of the System and the city Clerk, which certificate shall state the date of completion and shall state that all obligations which are payable from the Construction Fund have been discharged. Upon receipt of such certificate, the managing officer of the System shall by check or voucher signed by him, pay and transfer any remaining balance in the Construction Fund into the Bond Fund, and if part of such balance is in excess of the required debt service reserve, that part shall be used for the prepayment of the bonds of this issue prior to maturity. Section 25. (a) Moneys held for the credit of the debt service reserve in the Bond Fund shall be continuously y invested and rein vested pursuant to the direction of the City in direct obligations of, or obligations the principal of and interest on which are uncon- 1 ditionally guaranteed by, the United States of America, in certificates of deposit of banks that are members of the Federal Deposit Insurance Corporation, or other investments as slay be, from time to time, per- mitted by law, which shall mature, or which shall be subject to Page 30. n n redemption by the holder thereof, at the option of such holder, not later than ten (10) years after the date of such investment. (b) Moneys held for the credit pf any other fund may, at the 1 option of the City, be invested and reinvested pursuant to the direction of the City in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in certificates of deposit of banks that are members of the Federal Deposit Insurance Corporation, or other investments as may be from time to time permitted by law, which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than the date or dates when the moneys held for the credit of the particular fund will be required for the purposes intended. (c) Obligations so purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of such fund and the interest accruing thereon and any profit realized from such investment shall be credited to such fund, and any loss resulting from such investment shall be charged to such fund. However, if the moneys in the debt service reserve exceed the required level thereof, such excess may be transferred to the Bond Fund. (d) Moneys so invested in United States Government obligations, as above defined, need not be secured by the depository bank. Section 26. Bonds and coupons for the payment or redemption of which moneys or investment securities, as hereafter defined in this Section, shall have been deposited in the Bond Fund (whether upon or prior to the maturity or the redemption date of such bonds) shall be deemed to be paid within the meaning of this Ordinance; provided, however, that if such bonds are to be redeemed prior to the maturity Page 31. 0 n thereof, notice of such redemption shall have been duly given. "Investment securities" shall mean direct or fully guaranteed obli- 411 gations of the United States of America maturing on or prior to the maturity or redemption date of the bonds and in determining the sufficiency of the deposit there shall be considered the principal amount of such investment securities and interest to be earned thereon until the maturity of such investment securities. The City may at any time surrender to the Trustee for cancellation by it any bonds previously authenticated and delivered hereunder, together with any unpaid coupons thereto belonging, which the City may have acquired in any manner whatsoever, and such bonds and coupons, upon such surrender and cancellation, shall be deemed to be paid and retired. Section 27. In the event the office of Mayor, City Clerk, City Treasurer, Manager of the System or City Council shall be abolished, or any two or more of such offices shall be merged or consolidated, or in the event the duties of a particular office shall be transferred to another office or officer, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or other- wise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such office or officer shall be performed by the office or officer succeeding to the. principal functions thereof, or by the office or officer upon whom such powers, obligations and e duties shall be imposed by law. Section 28, The City covenants jphat it shall not take any action or suffer or permit any action to be taken or condition to exist which Page 32. 0 0 causes or may cause the interest payable on the bonds to be subject to federal income taxation. Without limiting the generality of the O foregoing, the City covenants that the proceeds of the sale of the bonds will not be used directly or indirectly in such manner as to cause the bonds to be treated as "arb4rage bonds" within the meaning of Section 103 (d) of the Internal Revenue Code of 1954, as amended. Section 29. The provisions of this Ordinance shall constitute a binding contract between the City and the holders of the outstanding bonds and coupons issued hereunder, and the City will at all times strictly adhere to the terms and provisions hereof and fully discharge all of its obligations hereunder. Subject to the terms and provisions contained in this Section and not otherwise, the holders of not less than seventy -five percent (75 in aggregate principal amount of the bonds then outstanding shall have the right, from time to time, any- thing contained in this Ordinance to the contrary notwithstanding, to consent to and approve the adoption by the City of such ordinance supplemental hereto as shall be necessary or desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Ordinance or in any supplemental ordinance; provided, however, that nothing herein contained shall permit or be coxstrued as permitting (a) an extension of the maturity of the principal of or the interest on any bond issued hereunder, or (b) a reduction in the principal amount of any bond or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues other than as expressly authorized by the appropriate provisions of this Ordinance as now adopted, or (d) the creation of a privilege of priority of any bond or bonds over Page 33. i I 1 o any other bond or bonds, or (e) a reduction in the aggregate principal amount of the bonds required for consent to such supplemental ordi- o nance. Section 30, The Mayor is hereby directed to publish for one insertion in a newspaper published in the City and of general circulatio therein, this Ordinance, to which shall be attached a Notice signed by him in substantially the following form: Page 34. o o NOTICE Notice is hereby given that the City Council of the City of Van Buren, Arkansas, has adopted the ordinance hereinafter set out; that the City contemplates the issuance of Water and Sewer Revenue Refunding and Improvement Bonds described in the Ordinance; that any person interested may appear before the Council on the day of 1978, at O'clock, .M., at the usual meeting place of the Council held in the City and present protests. At such hearing all objections and suggestions will be heard, and the Council will take such action as is deemed proper in the premises. DATED this day of 1978. MAYOR 0 c� Section 31. The Trustee shall only be responsible for the exercise of good faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and in the face of the bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required to take any action as Trustee unless it shall have been requested to do so in writing by the holders of not less than ten percent (10 in principal amount of the bonds of this issue then outstanding and shall have been offered reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby. The Trustee may resign at any time by ten (10) days notice in writing to the City Clerk and the majority in principal amount of the holders of the outstanding bonds of this issue at any time, with or without cause, may remove the Trustee. In the event of a vacancy in the office of Trustee, either by resignation or by removal, the majority in principal amount of the holders of the outstanding bonds of this issue may appoint a new Trustee, such appointment to be evidenced by a written instrument or instruments filed with the City Clerk. If the majority in principal amount of the holders of the outstanding bonds of this issue shall fail to fill a vacancy within thirty (30) days after the same shall occur, then the City shall forthwith designat, a new Trustee by a written instrument filed in the office of the city Clerk. The original Trustee and any successor Trustee shall file a written acceptance and agreement to execute the trust imposed upon it or them by Ordinance, but only upon the terms and conditions set forth in this S Ordinance and subject to the provisions of this Ordinance, to all of which the respective holders of the bonds agree. Such written acceptance Page 35. shall be filed with the City Clerk and a copy thereof shall be placed in the bond transcript. 'Any successor Trustee shall have all the powers herein granted to the original Trustee. In the event of a change in the office of Trustee, the old Trustee which has resigned or been removed shall cease to be Paying Agent. Section 32, This Ordinance shall not create any right of any kind and no right of any kind shall arise hereunder pursuant to it until the bonds authorized by this Ordinance shall be issued and delivered. Section 33. If any provision of this Ordinance shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the provisions of the Ordinance and to that event all provisions of this Ordinance are hereby declared to be severable. Section 34. Al] ordinances, resolutions and parts thereof in conflict herewith, including specifically any parts of the ordinances and resolutions authorizing and pertaining to the previous bonds, that are in conflict herewith are hereby repealed to the extent of such conflict. Section 35. It is hereby ascertained and declared that an immediate need exists for the refunding of the indebtedness evidenced by the previous bonds, in order that the savings and other significant benefits may be realized. It is, therefore, declared that an emergency exists, and this Ordinance being necessary for the immediate preser- vation of the public peace, health and safety shall take effect and be in force from and after its passage. PASSED: Jc 4t1 f, 1978. APPROVED: ATTEST: MAYOR i .f 1_. i2 City Clerk (SEAL) Page 36. 'r 0 l CERTIFICATE The undersigned, City Clerk of the City of Van Buren, Arkansas, hereby certifies that the foregoing pages, numbered 1 to 36, inclusive, are a true and perfect copy of Ordinance No. ,3 /97s adopted at a f session of the City Council of the City, held in the regular meeting place of the Council in the City at Y!' 00 o'clock, J° .M., on the ,3/ sy day of C( 1978, and that that the Ordinance is of record in Ordinance Record Book No. Y page 3/ now in my possession. 111 GIVEN under my hand and seal on this day of �.f li cJt� 1978. City Clerk (SEAL)