0257 a L :
1
ORDINANCE N0e7C5:7
AN ORDINANCE AUTHORIZING THE ISSUANCE OF HOSPITAL
REVENUE BONDS FOR THE PURPOSE OF FINANCING THE
COST TO THE CITY OF THE CONSTRUCTION AND EQUIP-
MENT OF AN EXTENSION TO THE CITY OF JACKSONVILLE,
ARKANSAS HOSPI'T'AL (THE REBSAMEN MEMORIAL HOSPITAL);
AUTHORIZING A TRUST INDENTURE SECURING THE BONDS;
PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND
DECLARING AN EMERGENCY.
WHEREAS, it has been determined by the City Council of the City
of Jacksonville, Arkansas (the "City ") that there exists an immediate necessity
for the construction and equipment of an extension (the "improvements ") to
the City hospital (known as the "Rebsarnen Memorial Hospital ") in order that
adequate medical facilities may be provided for the inhabitants of the City;
and
WHEREAS, the total estimated cost of the improvements is approximately
$900,000 and approximately $300,000 of the total cost will be provided by
a grant or grants from an agency or agencies of the United States; and
WHEREAS, in order to finance the cost to the Gity of accomplishing
the improvements it is necessary and in the interest of the City and of its
inhabitants that the City sell and issue Hospital Revenue Bonds, payable
from revenues derived from the operation of the hospital, as authorized by
Act No. 175 of the Acts of Arkansas of 1961, as amended; and
WHEREAS, it has been determined that it is in the interest of the City
that there be authorized Hospital Revenue Bonds in the total principal amount
of $1,000,000 (the "bonds ") with there to be sold and issued $600,000 in
principal amount ad the initial series (the "SeriesA Bonds "); and
WHEREAS, the Gity has made the necessary arrangements to sell
$600,000 in principal amount of•the Series A Bonds to Stephens, Inc., Little
Rock, Arkansas, at a price of par and accrued interest for bonds bearing
interest at-6-4-2,&% per annum; and
•
tx.
ORD. BOOK .# -" AGE
WHEREAS, the purchaser has, pursuant to the terms of the sale,
elected to convert the $600,000 in Series A Bonds bearing interest at
- 6-.23% per annum to bonds in the principal amount of $654,000 bearing interest
at 4 1/2 %, 5 %, 5 1/4 %, and 5 1/2% per annum, and the City Council has
examined the conversion and has determined that the City will pay no more
and receive no less than if the Series A Bonds had not been converted and
that the conversion is otherwise in accordance with the terms of the sale
of the Series A Bonds; and
WHEREAS, it is necessary and appropriate in connection with the
authorization of the bonds and with the issuance of the Series A Bonds that
the City execute and deliver a Trust Indenture (the "Indenture ") In favor
of the holders of the bonds.
NOW, THEREFORE, BE IT ORDAINED, by City Council of the
City of Jacksonville Arkansas:
Y ,
Section I. The improvements shall be accomplished.
Section 2. In order to finance the cost to the City of the accomplish-
ment of the improvements, the sale and issuance of the Series A Bonds (as
described in detail hereinafter) is hereby authorized. The City reserves the
right to sell and issue the remainder of the bonds (b eing $400,000 in
(unconverted) principal amount) at a later time or times.
Section 3. To provide for the authorization of and to secure the
bonds and to prescribe the terms and conditions upon which the bonds are
to be secured, executed, authenticated, accepted, held and paid and the
delivery of the bonds, the Mayor and City Clerk of the City are hereby
authorized and directed to execute an Indenture and to affix the seal of the
City thereto and to attest the Indenture, and the Mayor and City Clerk are
hereby authorized and diroctrid to cause the Indenture to be accepted, executed
and acknowledged by the Trustee, with the Indenture, which constitutes and
is hereby made a part of this Ordinance, to be in substantially the following
form:
A GE
ORD. BOOK
TRUST INDENTURE
THIS TRUST INDENTURE executed as of the 1st day of February,
1972, by and between the City of Jacksonville, Arkansas, a city of the
first class duly existing under the laws of the State of Arkansas the "City ")
as party of the first part, and
Arkansas, a banking institution organized and existing under the laws of the
4 with its principal office and post office address
in , Arkansas (the "Trustee "), as party of the second part;
WITNESSETH:
WHEREAS, the City now owns a hospital (the Rebsamen Memorial
Hospital) which serves the citizens thereof; and
WHEREAS, it has been determined that the hospital is inadequate to
meet the hospital and medical needs of the City and its citizens and that
there must be constructed (including the acquisition of any necessary site or
sites) and equipped an extension thereto ( "construction "), all at an estimated
cost to the City of $600,000, including necessary expenses and necessary
expenditures incidental thereto•and to the issuance of bonds; and
WHEREAS, in' order to finance the cost to the City, the City has deter-
mined that it would be in the best interest of the City and its citizens to issue
and sell Hospital Revenue Bonds under the provisions of Act No. 175 of the
Acts of Arkansas of 1961, as amended, in the principal amount of $600,000; and
WHEREAS, the City has determined to authorize, and has authorized,
bonds in the total principal amount of $1,000,000 (the "bonds "), with
$600,000 in principal amount being initially issued and delivered (the "Series
A Bonds "), and the City reserves the right to sell and issue the balance of
$400,000 ih principal amount at a later time or times, and with all of the bonds,
regardless of when issued and delivered, to be equally and ratably secured by
this Trust Indenture; and
ORD. BOOK #S ¶._ -
WHEREAS, the City has sold the Series A Bonds to Stephens, Inc.,
Little Rock, Arkansas (the "purchaser ") at a price al par and accrued interest
C - r
for Series A Bonds bearing interest at a rate of F&% per annum, and, pur-
suant to the terms of the sale, the purchaser has elected to convert the
Series A Bonds to an issue in the aggregate principal of $654,000 bearing
interest at the rates of 4 1/2 %, 5 %, 5 1/4% and 5 1/2% per annum, conversion
being upon such terms that the City will receive no less and pay no more
than it would pay if the Series A Bonds had not been converted and otherwise
in accordance with the terms of the sale of the Series A Bonds; and
WHEREAS, the execution and delivery of this Trust Indenture (the
"Indenture ") and the issuance of the bonds by the City have in all respects
been duly authorized by an Ordinance of the City, made and entered on the
day of , 19 ; and
WHEREAS, the Series A Bonds, the interest coupons to be attached
thereto and the Trustee's Certificate to be endorsed thereon are to be in sub-
stantially the following form, with necessary and appropriate variations,
omissions and insertions as permitted or required by this Indenture; to wit:
•
ORD. BOOK # PAGE
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
CITY OF JACKSONVILLE, ARKANSAS
% HOSPITAL REVENUE BONDS, SERIES A
No.��
KNOW ALL MEN BY THESE PRESENTS:
That the City of Jacksonville, Arkansas (the "City "), acknowledges
itself to owe and, for value received, hereby promises to pay to bearer, or if
this Series A Bond be registered, to the registered owner hereof, solely from
the special fund provided as hereafter set forth, the principal sum of
DOLLARS
in lawful money of the United States of America on the first day of May,
19, and to pay solely from said special fund interest hereon at the rate
of per cent ( %) per annum from date semiannually on the first days
of May and November of each year, commencing November 1, 1972, upon
presentation and surrender of the annexed coupons as they severally become
due. Payment of interest, when registered as to interest, shall be by check
or draft rnailed to the registered owner at his address reflected on the registration
book of the City. Payment of principal, when payable to bearer, and payment
of lnterest when evidenced by coupons, shall be payable at the principal
office of
,Arkansas (the
"Trustee" and "Paying Ageht ").
This Series A Bond and the series of which it forms a part are dated
February,l, 1972, designated "City of Jacksonville, Arkansas, Hospital
Revenue Bonds, Series A ", numbered from one (1) to six hundred fifty -four (654),
inclusive, in the aggregate principal amount of Six Hundred Fifty-Four
Thousand Dollars ($654,000) all of like tenor and effect as to number,
maturity and right of prior redemption (the "Series A Bonds "), and are issued for
the purpose of providing the financing of the cost to the City of constructing and equip-
ping an extension (the "construction ") to the City Iospital (the "Hospital. "), paying
ORD. BOOK. --^�"'
citj>
necessary expenses and making necessary expenditures incidental thereto
and paying the expenses of the issuance of Series A Bonds.
The Series A Bonds are part of an authorized issue of bonds in the
total (unconverted) principal amount of $1,000,000 (the "bonds "), and the
City reserves the right to issue the balance of $400,000 in (unconverted)
principal amount at a later time or times.
This Series A Bond and the series of which it forms a part are issued
pursuant to and in full compliance with the Constitution and laws of the
State of Arkansas, including particularly Act No. 175 of the Acts of Arkansas
of 1961, as amended, and an Ordinance of the City, duly adopted and
approved, which Ordinance sets forth in detail the terms and conditions upon
which the Series A Bonds are issued (the "Authorizing Ordinance "). The
bonds are not general obligations of the City, but are special obligations
secured by a pledge of and payable solely from the gross revenues derived
from the operation of the Hospital. An amount of Hospital revenues sufficient
to pay the principal of and interest on the Series A Bonds has been duly
pledged and set aside into the "1972 Hospital Revenue Bond Fund," and the
Series A Bonds do not constitute an indebtedness of the City within any
constitutional or statutory limitation. The Series A Bonds are issued under
and all of the bonds are equally and ratably secured by a Trust Indenture,
authorized by the Authorizing Ordinance, by and between the City and
the Trustee, which Trust Indenture sets forth the terms and conditions
governing the issuance of the bonds, the nature and extent of the security
(which includes a lien on the properties described in the Trust Indenture),
the pledge of revenues; and the rights and obligations of the City, the
Trustee, and the holders and registered owners of the bonds. A copy of
the Trust Indenture is recorded in the office of the Circuit Clerk and Ex
Officio Recorder of Pulaski County, Arkansas, and reference may be had
thereto by any interested person. Among other things, the City has
covenanted in the Trust Indenture to impose and collect or cause to be
F.L;,.DKC f 6 2 PAGE
imposed and collected such charges for the use of the facilities of the
Hospital as will always produce sufficient revenues to provide for the
payment of the principal of and interest on the Series A Bonds as the same
become due and payable, and to provide for the payment of the reasonable
expenses of operation and maintenance of.the Hospital and adequately
to maintain all funds required by the Trust Indenture.
The Series A Bonds are subject to redemption prior to maturity, in
whole or in part, with there to be no partial redemption of any Series A
Bond, In inverse numerical order, at a price of the principal amount being
redeemed, plus accrued interest as follows: From surplus proceeds of the
sale of the Series A Bonds not required for the construction on any interest
paying date; from funds from any source on any interest paying date on and
after May 1, 1977. Notice of the call for redemption shall be published, one
time in a newspaper published in the City of Little Rock, Arkansas, and
having a general circulation throughout the State of Arkansas, with the
publication to be at least fifteen (15) days prior to the redemption date. In
addition, notice of redemption shall be mailed by registered or certified
mail to the registered owner of any Series A Bond registered as to principal
addressed to such registered owner at his registered address and placed in
the mail not less than fifteen (15) days prior to the date fixed for redemption.
In the event that all of the Series A Bonds are registered as to principal, notice
by registered or certified mail to the owner or owners thereof not less than
fifteen (15) days prior to the date fixed for redemption shall.be sufficient,
and published notice of the call for redemption need not be givers. Each notice
shall specify the numbers and the maturities of the Series A Bonds being called
and the date on which they shall be presented for payment. After the date
specified in the call, the Series .A Bonds so called will cease to bear interest,
provided funds for their payment are on deposit with the Paying Agent at that
time and,except for the purpose of payment, shall no longer be protected by
the Trust Indenture and shall not be deemed to be outstanding under the pro-
visions of the Trust Indenture.
UIl°. but);\ fr l�UE
This Series A Bond may be registered as to principal alone or as to
principal and interest and may he discharged from such registration, in the
manner, with the effect and subject to the ternis and conditions endorsed
hereon and set forth in the Trust Indenture. Subject to the provisions for
registration endorsed hereon and contained in the Trust Indenture, nothing
contained in this Series A Bond ox in the Trust Indenture shall have the effect
of impairing the negotiability of this Series A Bond. This Series A Bond
is issued with the intent that the laws of the State of. Arkansas shall govern
the construction hereof.
The holder of this Series A Bond shall have no right to enforce the
provisions of the Trust Indenture or to institute action to enforce the covenants
therein or to take any action with respect to any event of default under the
Trust Indenture or to institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Trust Indenture. Modifications
or alterations of the Trust Indenture or of any indenture supplemental thereto
may be made only to the extent and in the circumstances permitted by the
Trust Indenture.
This Series A Bond shall not be valid until it shall have been authen-
ticated 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 be performed precedent to
and in the issuance of this Series A Bond do exist, have happened and have been
performed in due time, form and manner as required by law, that the indebted-
ness represented by this Series A Bond and the series of which it forms a part,
together with all obligations of the City, does not exceed any constitutional or
statutory limitation; and that the above referred to revenues are pledged to the
payment of the principal of and interest on this Series A Bond and the series
of which it forms a part as the same become due and payable will be sufficient
in amount for that purpose.
mRD 100K #- -- +Z._PAGE
IN WITNESS WIIEREOI', the City of Jacksonville, Arkansas has
caused this Series A Bond to be executed in its name by its Mayor and its
City Clerk, thereunto duly authorized (with either the facsimile signature
or manual signature of the Mayor and the manual signature of the City Clerk),
and its corporate seal to be affixed hereto, and has caused the interest
coupons hereto attached to be executed by the facsimile signature of its
Mayor, all as of the first day of February, 1972.
CITY JAC = 4NVILLE, '?* RhMNSAS
By i < . r p J i to /_ ,i�r/�
Ma
ATTEST:
•
0
City Clerk
(SEAL)
•
ORD. BOOK # J PAGE ?
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Series A Bond is one of the series described herein aggregating
and dated February 1, 1972.
By _
Authorized Signature
(Form of Interest Coupon)
No. $ _
May
On the first day of November, 19, the City of Jacksonville,
Arkansas (unless the bond to which this coupon is attached shall have been
previously called for redemption or shall have become due as provided in
the Trust Indenture referred to in the bond) will pay to bearer, solely out
of the revenues pledged by the Trust Indenture, at the principal office of
�, Arkansas, the sum of
DOLLARS
in such coin or currency as at the time of payment is legal tender for the
payment of debts due the United States of America, being six (6) months
interest then due on its hospital Revenue Bond; Series A, dated February
1, 1972, and numbered
•
CITY 0- AC ,. • VILLE , A ' NSAS
By --
Ma or / i
o l , ROOK ?e- e !'AGE
-r e
PROVISIONS FOR REGISTRATION AND RECONVERSION
This bond may be registered as to principal on a registration book of the
City, kept by the Trustee as Bond Registrar, upon presentation hereof to the
Bond Registrar, which shall make mention of such registration in the registration
blank below, and this bond may thereafter be transferred only upon an assignment
duly executed by the registered owner or his attorney or legal representative in
such as shall be satisfactory to the Boncl Registrar, such transfer to be made
on such book and endorsed by the Bond Registrar. Such transfer may be to bearer, and
thereafter transferability by delivery shall be restored, but this bond shall again
be subject to successive registrations and transfers as before. The principal of
this bond, if registered, unless registered to bearer, shall be payable only to or upon
the order of the registered owner or his legal representative. Interest accruing on
this bond will be paid only presentation and surrender of the attached interest
coupons as they respectively become due, and notwithstanding the registration of
this bond as to principal, the appurtenant interest coupons shall remain payable
to bearer and shall continue to be transferable by delivery; provided, that if upon
registration of this bond, or at any time thereafter while this hand is registered
in the name of the owner, the unmatureci coupons attached evidencing interest to
be thereafter paid hereon shall be surrendered to the Bond Registrar,a statement
to that effect will be endorsed hereon by the Bond Registrar and thereafter interest
evidenced by such surrendered coupons will be paid by check or draft at the times
provided herein to the registered owner of this bond by mail to the address shown
on the registration book. This bond when so converted into a bond registered as
to both principal and interest may be reconverted into a coupon bond at the written
request of the registered owner and upon presentation at the office of said Bond
Registrar. Upon such reconversion the coupons representing the interest to
become due thereafter to the date of maturity will again be attached to this bond
ORD. DOOR
•
and a statement will be endorsed hereon by the bond registrar in the registration
blank below whether it is then registered as to principal or payable to bearer.
• :Manner of :Signature of
Date of Registration :Name of Registered Owner :Registration :Bond Registrar
•
•
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•
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UiiL:. COOK 9 PAGE 7..
and
WIIEREAS, all things necessary to snake the Series A Bonds, when
authenticated by the Trustee and issued as in this Indenture provided, the
- valid, binding and legal obligations of the City according to the import
thereof, and to constitute this Indenture a valid lien on the properties mort-
gaged and a valid pledge of the revenues herein made to the payment of the
principal of and interest on the Series A Bonds, have been done and performed,
and the creation, execution and delivery of this Indenture and the creation,
execution and issuance of the Series A Bonds, subject to the terms hereof,
have in all respects been duly authorized;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS
INDENTURE WITNESSETH:
That the City in consideration of the premises and thewceptance by
the Trustee of the trusts hereby created and of the purchase and acceptance
of the bonds by the holders and owners thereof, and of the sum of One Dollar
($1,00), lawful money of the United States of Americ ;a, to it duly paid by the
Trustee, at or before the execution and delivery of these presents, and for
other good and valuable considerations, the receipt of which is hereby
acknowledged, and in order to secure the payment of the principal of and
Interest on the bonds according to their tenor and effect and the performance
and observance by the City of all the covenants expressed or implied herein
and in the bonds, does hereby grant, bargain, sell, convey, mortgage, assign
and pledge, unto , Arkansas, Trustee,
and .unto its successor or successors in trust, and to them and their assigns
forever, for the securing of the performance of the obligations of the City
hereinafter set forth:
1.
The following described real estate and premises situated in Pulaski
County, Arkansas, with all buildings, additions and improvements now or
hereafter located thereon, together'with the tenements, hereditamonts,
ORD. BOOK i_ --PAGE % 7"
•
dJ }p(1l Ic,lances I I�Puba JIIIVJlrq'':� .411t nonmiiits••• ; illtl(:t.11'ti] Iu JUntj Illy or
appertaining, and warrants the title to the :Alm:, to writ:
•
2.
All machinery, equipment, fixtures and other personal property of
every nature whatever located in the buildings, additions and inl,,rovements
on the real estate described in "1" above, includtly replacements al'd sub-
_
stitutions, but excluding any personal property paid for and owna by any
• third party or any Lessee, in the event the hospital should be leased.
(The properties described in "1" and "2" above will be herein
called the "mortgaged properties" or the "hospital ").
3.
All revenues and income derived by the City from the mortgaged properties ,
including; without .limitation, all revenues received from the imposition and
collection of charges for the use of the facilities of the hospital and lease
rentals from the leasing of the hospital, in the event the hospital should
ever be leased.
•
OA-
.
•
4.
Any and all other property of every kind and nature from time to time
hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged,
assigned or transferred, as and for additional security hereunder by the City,
or by anyone in its behalf, or with its written consent to the Trustee, which
is hereby authorized to receive any and all such property at any and all
times and to hold and apply the same subject to the terms hereof.
TO HAVE AND TO FOLD all the same with all privileges and appurtenances
hereby conveyed and assigned, Of agreed or intended so to be, to the Trustee
and its successors in said trusts and to them and their assigns forever:
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth
for the equal and proportionate benefit, security and protection of all holders
of all bonds issued under and pursuant to the provisions of this Indenture
and interest coupons thereto attached without privilege, priority or distinction
as to lien or otherwise of any of the bonds or coupons over any of the others
of the bonds or coupons; provided, however, that if the City, its successors
or assigns, shall well and truly pay, or cause to be paid, the principal of
the bonds and the interest due or to become due thereon, at the times and in the
•
manner provided in the bonds and the interest coupons appertaining to the bonds,
respectively, according to the true intent and meaning thereof, and shall
make the payments into the Bond Fund as required under the applicable
provisions of this Indenture, or shall provide, as permitted thereby, for
the payment thereof by depositing or causing to be deposited with the
Trustee the entire amount due or to become due thereon, and shall well and
truly keep, perform and observe all covenants and conditions pursuant to
the terms of this Indenture to be kept, performed and observed by it, and
shall pay to the Trustee all sums of money due or to become due to it in
accordance with-the terms and provisbns hereof, then upon such final pay-
ments this Indenture and the rights hereby granted shall cease, terminate
and be void; otherwise, this Indenture shall be and remain in full force and
effect. 0.tD
' I
TILLS TRUST INDI;N'1'URE FURTHER WITNESSfTfI that, and it is
expressly declared, all bonds issued and secured hereunder are to be issued,
authenticated and delivered and all revenues and income hereby pledged are
to be dealt with and disposed of under, upon and subject to the terms, conditions,
stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed, and the City has agreed and covenanted and does hereby agree
and covenant, with the Trustee and with the respective holders and owners,
from time to time, of the bonds or coupons or any part thereof, as follows,
that is to say;
•
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\ gy p
4
ARTICLE I
TIM BONDS
Section 101. The issue of bonds under this Indenture shall be in
the aggregate (unconverted) principal amount of not to exceed One Million
Dollars ($1,000,000). The bonds may be issued from time to time in series.
Initially there is being issued and delivered $600,000 in the aggregate
(unconverted) principal amount, the "Series A Bonds ", designated "City
of Jacksonville, Arkansas, Hospital Revenue Bonds, dated February 1, 1972,
Series A." The City reserves the right to issue, at one time or from time
to time, the balance of $400,000 in (unconverted) principal amount. Sub-
sequent series will be designated in alphabetical order, beginning with
"Series B." A11 of the bonds, regardless of series and regardless of when
issued and delivered, are equally and ratably secured by this Indenture.
All bonds issued under this Indenture and coupons attached thereto shall be
issued substantially in the form set forth hereinabove in the recitals of
this Indenture, with necessary and appropriate variations, omissions and
insertions as permitted or required by this Indenture. The issuance of sub-
sequent series is subject to compliance with the terms and conditions herein-
after set forth pertaining thereto and the bonds of each series shall be .subject
to the terms, conditions and provisions of this Indenture. The bonds of each
series shall be in such denominations, shall be dated, interest thereon
shall be payable on such dates, and the bonds shall mature an such dates,
but shall be subject to redemption prior to maturity, all as shall be specified
in the Ordinance of the City authorizing and directing the issuance of the
bonds of the particular series,
Section 102. The Series A Bonds are dated February 1, 1972, and
are in the aggregate principal amount of $654,000. The Series A Bonds are
in the denomination of $1,000 each and are numbered from one (1) to six
hundred fifty -four (654), inclusive. The Series A Bonds shall mature (unless
O1,i'o
9 00K , J
•
sooner redeemed in the manner set forth herein) annually on May 1 of each
year, shall bear interest, and interest shall be payable semiannually on
May 1 and November 1 of each year as set forth in the following schedule:
INTEREST
YIAR _BATT; PRINC IPAT• MAY 1 NOVEMBER 1 TOTAL
1972 24 588,75/ 24 588.75
�._ 1 -- - _
1973
16,392.50 16,39'2._50 32,785.00
1974 4 1/2% 21,000 16,392.50 15,920.00 53,312.50
1975 0 21,000 15,920.00 15,447.50 52,367.50
1976 0 22,000 15,447.50 14,952.50 52,400.00
1977 22,000 14,952,50 14,457.50 51,410.00
1978 0 23,000 14,457,50 )3,940.00 51,397.50
1979 24,000 13,940.00 13,400.00 51,340.00
1980 0 25,000 13,400.00 12,837.50 51,237.50
1981 0 26,000 12,837,50 12,252,50_ 51,090.00
1982 0 27,000
12,252.50 11,645.00 50,897.50
1983 0 28,000 11,645.00 11,015.00 50,660.00
1984 5% 31,000 11,015.00 10,240.00 52,255.00
1985 0 33,000 10,240.00 9,415.00 52,655.00
1986 0 35,000 9,415.00 8,540.00 52,955.00
1987 5 i /4% 38,000 8,540.00 7,542.50 54,082.50
1988 0 40,000 7,542.50 6,492.50 54,035.00
1989 0 42,000 6,492.50 5,390.00 53,882.50
1990 5 1/2% 45,000 5,390.00 4,152.50 54,542.50
199] 0 48,000 4,152.50 2,832.50 54,985.00
1992 " 50,000 2,832.50 1,457.50 54 290.00
1993 0 53,000__, 1,457.50 ,54,457 ;
654,000 224,715.00 232,911.25 1,111,626.25
The interest on the Series A Bonds shall be evidenced by interest
coupons. The principal of the Series A Bonds and the interest thereon shall
be payable at the office of the Paying Agent. Payment shall be in any coin
or currency which on the respective dates of payment of such principal and
interest is legal tender -for the payment of debts due the United States of
America.
Section 103. All bonds issued under this Indenture 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 bear the facsimile signature of
the Mayor, but shall bear the manual signature of the City Clerk, Interest
0,20, „... etiok 4._
f- 4 U1_' : i>'
coupons attached to each of the bonds shall have the facsimile signature of
the Mayor litiiogiaphcd or printed thereon. The facsimile signature of the
Mayor on the bonds and cm the coupons shall have the same force and effect.
as if he had personally signed each of the bonds and each of the coupons. In
case any officer whose signature or facsimile of whose signature shall appear
on the bonds or coupons shall cease to be such officer before .the delivery of
any bonds, such signature or such facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he had remained in office until.
delivery. The bonds, together with interest thereon, shall be payable from
the "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
(but in addition shall be secured by a lien on the mortgaged properties), which
revenues are hereby pledged and mortgaged for the equal and ratable payment
of the bonds and shall be used for no other purpose than to pay the principal
of and interest on the bonds, and the Paying Agent's fees, except as may be
otherwise expressly authorized in this Indenture. The bonds and interest
thereon shall not constitute an indebtedness of the City within the meaning
of any constitutional or statutory provisions.
Section 10. Only such bonds as shall have endorsed thereon a
certificate of authentication substantially in the form hereinabove set forth
duly shall be entitled to any right or benefit under this Indenture. No bonds
shall be valid or obligatory for any .purpose unless and until such .
certificate of authentication shall have been duly executed, and such
certificate upon any bond shall be conclusive evidence that such bond
has been authenticated and delivered under this Indenture. The certi-
ficate of authentication on any bond shall be deemed to have been
executed if signed by an authorized officer of the Trustee, but it shall
not be necessary that.the same officer sign the certificate of authenti-
cation on all of the bonds issued hereunder.
O /x + A
BOOk 1^�
"`. Nat ear),›
Section 1OS_ Subject to the provisions hereof pertaining to
registration, all bonds issued under this Indenture shall be negotiable instru-
ments under the laws of the State of Arkansas, and the City and the Trustee
and the Paying Agent may deem and treat the bearer of any bonds and coupons
as the absolute owner of such bonds and coupons, whether such bonds and
coupons be overdue or not, for the purpose of receiving payment and for
all other purposes whatsoever, and neither the City nor the Trustee nor the
Paying Agent shall be affected by any notice to the contrary.
Section 106. The City shall have the right to issue additional
bonds hereunder, over and above the $1,000,000 in (unconverted) principal
amount hereby authorized, but only on the condition that a certificate is
obtained and filed with the City Clerk of. Jacksonville, Arkansas, reciting th
that in the opinion of an independent certified public accountant the
requirements of this section have been fully complied with. Such additional
bonds may be issued from time to time secured by this Indenture upon
authorization by an Ordinance of the City Council, and may be issued in
separate series to be executed substantially in the form and manner herein -
above set forth and shall be deposited with the Trustee for authentication
and delivery, but before such additional bonds shall be delivered by the
Trustee, there must have been filed with the Trustee the following:
(a) A Copy, certified by the City Clerk, of the Ordinance
authorizing the additional bonds and directing their
delivery to or upon the order of purchasers therein
named upon payment of the purchase price therein set
forth which Ordinance shall also set £orth.the interest
rates for the bonds, ascheduleof principal and interest
maturities for the bonds, provisions if any for redemp-
tion of the bonds before maturity, and any other
provisions which the City deems necessary or desirable;
(b) A cf..; jc %L(' t ,I I ltt Ivi ty. rdotir!9 1It,t1. no oven! of
dr;i, ;1:: :p! ,:il it.d i;: tiii:: Itt l niutc' ;tit :; l'o},i ,tnd
i:; turn '.s011l in:tin r
•
Oen
o . g e 2
(c) Certificate t,l .nl iu:t pt'ntleni eta tdied public tic :countanl
cettiiyiilq That the av'tr %rj e annual gross revenuer; over
the Prccorlinq twenty-four (24) months (that is, the average
• for twelve (12) months of the immediately prcec.edine 1went
four (24) months) were: S ufficient to provide for the reason -
able expenses of o r:Y.Jdon and maintenance of the hospital
• and to leave a balance) equal to 200% of the maximum
amount that will become due In any year for principal,
interest anti paying agent's fees on all outstanding
bonds and on the bonds then proposed to be issued.
In making the computations herein, reference shall be to the revenues of the
hospital whether operated by the City or a lessee. If operated by
a lessee, rentals under the lease must be increased at least by the amount
necessary to provide for payment of the principal of and interest on and Paying
Agent's fees in connection with the parity issue. All such additional bonds
shall rank on a parity of security with all other bonds theretofore or thereafter
issued hereunder.
Section 107. Title to any bond, unless such bond is registered in
the manner hereinafter provided, and to any interest coupon shall pass by
delivery in the same manner as a negotiable instrument payable to bearer.
The City shall cause books for the registration and for the transfer of the bonds
as provided in this Indenture to be kept by the Trustee as bond registrar. At
the option of the bearer, any coupon bond may he registered as to principal
• alone on such books, upon presentation thereof to the bond registrar, which
shall make notation of such registration thereon, Any bond registered as to
principal may thereafter be transferred only upon an assignment duly executed
by the registered owner or his attorney or his legal representative in such form
as shall be satisfactory to the bond registrar, such transfer to be made on
such books, and endorsed on the bond by the bond registrar. Such transfer
.may be to bearer and there nfter.trausferubility by delivery shall be rector, ^_d,
subject, however, to successive registrations and transfers as before. The
principal of any boncl registered as to principal alone, unless registered to
oRO @p
110E. cp7.
I)U II(I be 1 r' 111:• tr IeII as lc) l)1 itici; dl or not, as the ,ili:lclute owner of such I)Und
or coupon, a:: op case may be, whether ;;110 1)0)1(1 01 coupon shall be overdue
or not, for rho 'impose of receiving payment thereof and for all other purposes
whatsoever and neither 1ho City, the T•ustoo, the bond registrar nor the
Paying Agent shall be affected by any notice to the contrary.
•
URp
�
•
ben re) 5 11.!11 be payable only Iv ni !Tan the aadur of the legisteicd ownci 01
his Jru,11 !cinr- rr-utnlive, but the coupon.: , to any lroud reyi::tercd
as to principal shall remain payable to bower notwithstanding such registra-
tion, provided, that if upon registration of any such bond, or at any time
thereafter while registered in the name of the owner, the un!natured coupons
attached• evidencing interest to be thereafter pa. id thereon shall be surrendered
to the bond registrar, a statement to the effect will be endorsed thereon and
thereafter interest evidenced by such surrendered coupons will be paid by
check or draft by the bond registrar at the times provided thereinto the
registered owner by mail at the address shown on the registration books.
Each of the bonds when converted as aforesaid into a bond registered as to
both principal and interest may be reconverted into a coupon bond at the
written request of the registered owner and upon presentation at the office
of the bond registrar. Upon such reconversion the coupons representing
the interest to become due thereafter to the date of maturity will be attached
to the bond and a statement will be endorsed thereon by the bond registrar
in the registration blank on the back of the bond whether it is then registered
as to principal or payable to bearer. No charge shall be made to any bondholder
for the privilege of registration and transfer hereinabovo granted, but any bond-
holder requesting any such registration or transfer shall. pay any tax or other
governmental charge required to be paid with respect thereto, if any be applicable
under governing laws of the particular registration or transfer. As to any bond
registered as to principal, the person in whose name the same shall be regis-
tered shall be deemed and regarded as the absolute owner thereof for all
purposes and payment of or on account, of the principal of any such bond shall
be made only to or upon the order of the registered owner thereof, or his legal
representative, and neither the City, the Trustee, nor the bond registrar shall
be affecti'd by iiby notice to the contrary, but ::;final registrutiGl: may Ito changed
as herein provided. All such payment shall be valid and effectual to satisfy
and discharge the liability upon such boricl to the e: :tcnl of thee sum or sums so
paid. '11!u' City, i 'I'ri•stne, the I: rerJistral ::nd the Payiug7 Acjont may deem
aio
and Imo! 1110 I,04:tar uJ :my 10;1(1 which :that] not .ii ihr: tiny..bo tti:;U'recl a:: Io
plinc:i and Zile hrnrcr 01 any c'onpon .1111“.•11.1110111q h) tiny huucl whe Ain
ARTICLE 11
Ilr,DCM3'T 1 Oh! or MN 1/3 REPOR1 MATURITY
Section 201. The Series A Bonds shall be callable for payment
prior to maturity in accordance with the terms set out in the bond form
appearing in the recitals of this Indenture. Subsequent series of bonds
issued under and secured by this Indenture shall be callable for payment
prior to maturity in accordance with the terms set out in the Ordinance
afathorizing and directing the issuance of the subsequent series of bonds.
•
•
•
•
OIs
Oir
ARTICLE 111
C NcIthl, COVENANTS
Section 301. The City covenants that it will promptly pay the principal
of and interest on every bond issued under this Indenture at the place, on the
dates and in the manner provided heroin and in the bonds, and in the coupons
appertaining thereto according to the true intent and meaning thereof. The
principal and interest (except interest, ifany, paid from the proceeds from the
sale ofthe bonds and accrued interest) are payable. ao1ely. from revenues derived
. from the operation of the hospital, which revenues areJrereby specifically
pledged to the payment thereof in the manner and to the extent herein specified,
and nothing in the bonds or coupons or in. this Indenture should be considered
as pledging any other funds or assets of the City (except the securing of the
indebtedness evidenced by the bonds and coupons by a lien on the mortgaged
properties) .
Section 302. The City covenants that it will, faithfully perform at all
times any and all ccwenants, undertakings, stipulations and provisions con-
tained in this Indenture, in any and every bond executed, authenticated and
delivered under this Indenture and in all ordinances and resolutions pertaining
thereto. The City covenants that it is duly authorized under the Constitution
and laws of the State of Arkansas, including particularly and without limitation
Act No. 175 of 1961, as amended; to issue all bonds authorized hereby and to
execute and deliver this Indenture, to mortgage the properties described and
mortgaged herein and to pledge the income and revenues in the manner and to the
extent heroin set forth; that all action on its part for the issuance of the bonds and
the execution and del ivory of this indenture has been duly and effectively taken;
and that the bonds in the hands of the holders thereof are and will be valid and
enforceable obligations of the City according to the import thereof.
Section 303. The City cove,n< that it lawfully owns and is law-
.
fully possessed of the mortgaged properties and that it has good and indefeasible
title and estate therein and that it warrants and will defend the title thereto and
every part thereof to the Trustee, its successors and assigns, for the benefit of the
ORD. BOOK
PAGE `��
"--- . �.,m,.
holders of the bonds against the claims and demands of all persons whomever.
S ectiou 30.1. The City c:ovonants That a will promptly cause to be
paid all. lawful taxes, charges, assessments and governmental charges at
any time levied or assessed upon or against the mortgaged properties
or any part thereof, that might impair or prejudice the lien and priority of this
Indenture; provided, However, that nothing contained herein shall require the
City to cause to be paid any such taxes, assessments, or charges so long as
the validity thereof is being contested in good faith and by appropriate legal.
proceedings, and, provided, also that such delay in payment shall not sub-
ject the mortgaged properties or any part thereof to forfeiture or sale.
Section 305. The City covenants that it will at all times cause to
be maintained, preserved and kept the mortgaged properties in good condition,
repair and working order. .
Section 306. The City covenants that it will cause this Indenture,
and all indentures supplemental thereto, to be kept recorded and filed in
such manner and in such places as may be required by law in order to fully
preserve and protect the security of the holders of the bonds and the rights
• of the Trustee hereunder.
L Section 307. The City covenants that so long as any bonds issued
-under and secured by this Indenture shall he outstanding and unpaid, the City
• will keep, or cause to be kept, proper books of record and account, In which
full, true and correct entries will be made of all dealings or transactions of
and in relation to the mortgaged properties and revenue. and income of the hospital.
When requested by the Trustee, the City agrees to have the books of record and
`account audited by an independent certifier) public accountant, the audit to
Contain, in addition to the usual matters, such information as the Trustee may
desire.
Section 308. The City covenants that it will not sell or otherwise
• dispose of any of Lhc mortgaged properties rind LhaL it win not encaunbor thr. same
p en
gym,
or au} iLlrl li,.'i (14, ur 11:: 1111 l•Ih':,L 1111'0 ur acute car pcinill to be (Tcalcti
any ch,nrde ur lien 011 11111 hospital tevcnucs and income except us may be
c+xprerisly authorized in this Indenture; provided, however, the CitY may,
from time to time, sell, exchange or otherwise dispose of any properties
or release, relinquish or extinguish any interest therein which is not needed
or serves no useful purpose in connection with the maintenance and operation
of the hospital, by reason of having worn out, become obsolete or otherwise
of -no further use, and the proceeds, if any, derived therefrom shall be
applied to the replacement of the property so sold or disposed of, if
replacer.ncnt' is necessary or desirable, or shall be transferred to the Bond
Fund, hereafter created, as the City Council may determine. The Trustee
is hereby expressly authorized to take the necessary steps to release the
lien of this Indenture as to any property so disposed of. All replacement
property replacing or substituted ior.any of the mortgaged properties
shall immediately upon acquisition and without any further act become and
be subject to the lien and the provisions of this Indenture.
Section 309. The City covenants that as long as any.bonds authorized
by and lssu.ed under this Indenture are outstanding, it will at all times insure and
keep insured to the full insurable value thereof -in a responsible insurance company
or companies authorized and qualified under the laws of the State of Arkansas to
assume the risk thereof all insurable improvements on'and constituting part of
the mortgaged properties, including fixtures, equipment, personal property
and furnishings, at any time and from time to time, by fire and extended coverage
insurance and by boiler or pressure vessel explosi.ion insurance to the extent
customarily undertaken by private companies owning properties with similar
improvements. The insurance policies are to be taken with companies approved
by the Trustee, are in carry a clause making then payable to the Trustee as its
Interest may appear, and are either to be placed in the custody of the Trustee
or satisfactory evidence of such in :a:ranee shill be filed with the Trustee. In
the event of leas, the proceeds of such insurance shall be applied solely to •rd
the iec•e' 5:lrucii'•n, rcp1.1(;e,pl +'itt or ro;' fir of the damaged properties, and in si.ek.
• o ?P l.nny< j
_ l
event, the (;i ty cov: i,; nt % that It will, with rt: i tsonable promptness cause to
be commenced and c(,l;ipletvcl the reconstruction, , :placerserlt and repair work
and the 'Trustee shall release to the C :ity Irlsm' ulc moneys received by the
Trustee to the extent necessary to pay for the reconstruction, replacement
and repair work or to reimburse: the City if it shall have paid for the same.
Any proceeds of insurance not required for such reconstruction, replacement
and repair work shall Jae deposited in the Bond Fund hereafter created.
Section 310. It is agreed and understood that vvlth the prior written
approval of the Trustee, which shall not be unreasonably withheld, the hospital
may be leased by the City; provided, however, that the terms and provisions
of the lease shall be subject to the approval of the Trustee, shall provide
for net rentals at least sufficient to pay the principal of, interest on and
Paying Agent's and Trustee's fees as the same become due and payable and
shall be subject and subordinate to the rights of the Trustee and bondholders
hereunder. Any such lease shall in no way relieve the City of and from its
obligations hereunder, with the City to receive credit pro tante for performance
by the lessee, and the City hereby agrees that in the event of any such lease,
all covenants and obligations of the lessee under any such lease shall. be
enforced by the City or may be enforced by the Trustee, in its own name or
in the name of the City, In the event the Trustee so elects to enforce the
terms of such lease, it may enforce the rights of the lessor and all obligations
of the lessee under and pursuant to such lease for and on behalf of the
bondholders, whether or not the lessor is in default in its covenant to enforce
such rights and obligation.
OrM po , 0 9
ARTICLE iv
It1:V1 :1411Is AND FUNDS
Section :01, The City covenants and ,rrilees that it will at all times
keep in effect charges for the use of the facilities of the hospital sufficient
to provide total revenues to maintain all funds provided for in this Article IV,
and the City covenants and agrees that, if necessary, fl will from time to
tittle •increase the charges in amounts sufficient to pre,: ide adequate revenues
to maintain all funds provided for in this Article IV.
Section_IO2. Bond Fund. (1) A special fund is hereby established
and created with a bank that is a member of the Federal Deposit Insurance:
Corporation which shall be in the name of the City and designated "1972
Hospital Revenue Bond Fund" ( "Bond Fund ") which shall be maintained for
the purpose of providing for the payment of the principal of and interest on all
bonds that may be issued under this Indenture. Ther
•
e shall be deposited into
the Bond Fund from the proceeds of the sale of the bonds s•.ch amounts as
'shall be specified in the letter of instructions delivered to the Trustee at the
time of the closing, but which shall not be less than the amount necessary to
insure the meeting of debt service requirements in the light of available hospital
revenues. However, the Trustee shall be entitled to rely upon the letter of
• instructions and shall be fully protected in proceeding in accordance therewith.
• (2) There shall be deposited out of the revenues derivd from the mort-
gaged propertjs into the Bond Fund on or before the first.buslness day of the
month immediately following the month in which bonds are delivered and con-
firming on the first business day of each month thereafter until the amount on
deposit in the Bond fund is sufficient to pay or provide for the payment,
principal and interest, of all outstanding boruj:$ of the City issued wider this
ORO. BOOK 14 `....2 ____PAGE
Indenerie, a :min cgtl•ll to anew -lillh (1/5) ui the next installment of interest
and onc•-tend, (1/10) of thr next installment of principal, plus an amount
sufficient to provide for the Paying Agent's foes, on all outstanding bonds
until there shall be created in the Pond Fund a debt service reserve in the
amount of $50,000. 'Thereafter, and as long as the debt service
reserve is maintained in the required amount, the monthly deposits may be
reduced to one-sixth (1/6) of the next installment of interest and one - twelfth
(1/12) of the next installment of principal, plus an amount sufficient to provide
for the Paying Agent's fees. In addition, there shall be deposited such
additional sums, if any be necessary, to insure that there will be on hand
sufficient moneys in the Bond Fund to meet the first interest payment after
the bonds are delivered.
(3) Ii for any reason the funds in the Bond Fund shall at any time be
insufficient to meet any interest and /or principal payment, the sum then held
service as a debt service re.,erve shall be used Co the extent necessary to make said
payment, but such reserve shall be reimbursed from the first available moneys
in the Revenue Fund not required for making the required monthly deposit into
the Bond Fund and not required for operation and maintenance expenses. The
debt service reserve shall be continuously maintained in the required amount and
shall be used solely as herein provided.
(4) When the sums in the Bond Fund, including the debt service
reserve shall be and remain sufficient to pay the principal of and interest on
all outstanding bonds issued under this Indenture, and the Paying Agent's fees,
there shall be no obligation to Make any further payments into the i3ond Fund.
(5) The Bond Fund shall be used - solely for the payment of the
principal of and interest on the bonds at or before maturity, and the PuyIng
Agent's leas, and for nu other purpose.
(6) It any surplus shall exist in the Bond Fund over and above the
amount necessary 10 insure the prompt. payment of the urincipnl of and interest u,l
the bond.^, i..i the s;`rnr ix;c /4 due ; d pal/ aide and over and above the amount l•:
>
ORD. BOOK °?
PAGE IN
the I11 : ei vic•c• r :;t; : ;:ur Ln:: ma lei' n only for flu` p+ty111en1 of
the lvinCipal of OM] iulerusl UI; Ih I,oud^ that may he called for iedemptien
prior to maturity, end Paying I\ycmt'i; lees.
S-clicm After the required deposal Vs been made in the Bond
Fund, there shall be paid from revenues derived from the mortgaged property
into a fund which is hereby created and designated "Operation and Ivlaintcnance
Fund" on the first business day of each month thereafter continuing while any
bonds issued under this Indenture are outstanding, ran amount sufficient to
pay the reasonable monthly expenses of operation, rep„:i and maintenance
of the hospital 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 the Operation and Maintenance Fund, the amount of any deficiency shall
he 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 properties the hospital 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; provided, however, that
any such deposit into the Bond Fund shall be in addition to all other payments
required to be made into the Bond Fund. The Operation and Maintenance Fund shall
be deposited in a bank that is a member of the federal Deposit Insurance Corporation.
„Gc
c41 1%:II 4.I•■ • 1'1 lic•1it:; 110111 (110 v,.1 lO11S Iln(I:;
• }' � f shall hip made. II }•
t Giini.•: Rion c :l)::'('i: or VonciIC'r Sighed by it poison designated by the City
Council by resolu!i for such purpose, and eat:! = such requisition, check
or voucher shall 001)1.0 11 at. Jcast. necessary iniorlant!on to reflect tho name
of the person to whom payment is made, the mount. of the payment and the
purl)O: >c for which the payment is made. •
Section g5. Iu the event any bonds shall not be presented for payment
when the principal thereof becomes due, either at maturity or otherwise, or at
date fixed for redemption thereof, or in the event any coupon shall not be
presented for al the due date thereof, if there shall have been deposited
with the Paying Agent for the purpose, or left in trust if previously so deposited,
funds sufficient to pay the principal thereof, together with interest unpaid
and due thereon, to the date of maturity thereof, or to: the date fixed for
redemption thereof, or to pay such coupon, as the case may be, for the benefit
of the holder thereof, or the holder of such coupon, all liability of the City
to the holder thereof for the payment of the principal thereof and interest thereon,
or to the holder of said overdue coupon for the payment thereof, as the case may
be, shall forthwith cease, terminate and be completely discharged, and there-
upon it shall be the duty of the Paying Agent to hold such fund or funds, without
liability for interest thereon, for the benefit of the holder of such bond or coupon,
- as the case may be be, who shall thereafter be restricted exclusively to such
funds, for any claim of whatever nature on his part under this indenture or with
respect to the bond or coupon.
Section 406. All moneys required to he deposited with or paid to the
Trustee and Paying Agent under any provision of this Indenture shall be held by
the Trustee and Paying Agent in, trust, and except for moneys deposited with or
paid to the Trustee and raying Agent for the redemption of bonds, notice of which
redemption has been duly given, shall, while held by the Trustee and Paying
Agent, constitute part of the trust estate and be subject to the lien hereof.
a?
_ c'nw- '2
APTJC:LS t�
GUMMY AND APIli., LCATh'iN or 1120CI E OH PONDS
Section 501. Accrued interest and the proceeds of the sale of the bonds
shall be disbursed and handled as follows:
(a) The Trustee shall take out of the total sale proceeds the amount
necessary to cover debt service requirements of the bonds until revenues are or
will be available in sufficient amounts to take care of the debt service requirements,
as specified by letter of instructions from the City at the time of the delivery of
each series;
(b) The balance of the total sale proceeds shall be deposited in a
special account of the City in a hank that is a member of the Federal Deposit
Insurance Corporation, which account shall be designated "Construction Fund."
The amount on deposit in the Construction Fund in excess of the amount insured
by the Federal Deposit Insurance Corporation must be continuously secured by
bonds or other direct or fully guaranteed obligations of the United States of .America;
provided, however, that any moneys in the Construction Fund invested in accordance
with the provisions of Article VI hereof need not be secured.
Section 542. Moneys In the Construction Fund shall be expended for
oasts and expenses of the improvements and equipment then being acquired and
constructed and the expenses of issuing the bonds. Such expenditures shall be
in accordance with and pursuant to requisitions signed by one or more duly
designated representatives of the City (which designation shall be in writing
and filed with the depository of the Construction Fund and with the Trustee) and
each requisition shall specify at least the following:
• I
(1) The name of the person, firmt or corporat:tni to whom payment is to
be made;
(2) The amount of the payment; and
(3) That the disbursement is for a proper expense of or pertaining to
the improvements and equipment then being acquired or constructed.
ORD. BOOK AGF 4
In addition, each disbursement concerning expenses over which the
architect employed by the City shall exercise supervision (which in general
shall be all expenses except architectural fees, legal fees and expenses of
issuing bonds) shall be supported by a certificate signed by the architect
certifying that the disbursement is for a proper expense and approving the same.
The name and address of the architect shall be furnished the depository of the
Construction Fund and shall be furnished the Trustee, together with the signature
of the architect. The depository of the Construction Fund shall keep records con-
cerning and reflecting all disbursements from the Construction Fund and shall file
an accounting of disbursements if and when requested by the City or the Trustee.
In this regard, each requisition shall be executed in at least triplicate and one
copy thereof shall be tiled with the Trustee, one copy with the City and one
copy retained by the depository. The depository bank shall make payment from
the Construction Fund pursuant to and in accordance with the requisitions.
Section 503. Any moneys at any time remaining in the Construction Fund
after the acquisition and completion of the construction as certified by the architect
supervising the construction shall be removed from the Construction Fund and
deposited in the Bond Fund.
•
ORD. BOOK v • — PAGE if r
• •
Jeli'1'1Uli: V!
lNvnn'ri iCi�'1'u
Section 601. (a) Moneys field for the credit of the Construction Pund
shall to the extent practicable be. invested and reinvested by lho depository in
direct obligations of or obligations the principal and interest on which are
guaranteed by the United States Government having maturity dates, or subject
to redemption by the holder, on or prior to the dates the funds will be needed as
reflected by certificate of the architect supervising the acquisition and construction
then being undertaken.
(b) Moneys held in the debt service reserve in the Bond Fund shall
to the extent practicable; be invested and reinvested by the Paying Agent in direct
obligations of or obligations the principal of and interest on which are guaranteed
by the United States Government which shall mature or which shall be subject to
redemption by the holder thereof at the holder's option not later than ten (10) years
after the date of acquisition.
(c) Moneys held for the credit of any other fund shall. to the extent
practicable be invested and reinvested by the depository in direct obligations of
or obligations the principal of and interest on which are guaranteed by the United
States Government which shall mature or which shall be subject to redemption by
the holder thereof at holder's option not later than the date or dates on which the
money held for the credit of such fund will be required for the.._purposes intended.
(d) Obligations so purchased shall be deemed at all times a part of the
fund from which purchased, and interest or profit therefrom shall be credited to
such fund and any loss resulting therefrom shall be charged to such fund; provided,
however, in the case of the debt service reserve any earnings on Investments
which increase the moneys therein to an amount in excess of the required level
of the debt service reserve may, to the extent of such excess, be transferred to
the Bond Fund.
PAUL. yr>
APTIC .l: VJ1
1)1s(:1]itf(;1i Or LIEN
Seclion_701. If the City shall pay or cause to be paid to the holders
of the bond and coupons the principal and interest to become due thereon at the
times and in the manner stipulated therein, and if the City shall keep, perform
and observe all and singular the covenants and promises in the bonds and in
this Indenture expressed to be kept, performed and observed by it or on its
part, then these presents and the estate and rights hereby granted shall cease,
determine and be void and thereupon the Trustee shall cancel and discharge the
lien of this Indenture, and execute and deliver to the City such instruments in
writing as shall be requisite to satisfy the lien hereof, and reconvey to the
City the estate hereby conveyed, and assign and deliver to the City any property
at the time subject to the lien of this Indenture which may then be in its
possession, except cash held by it for the payment of the principal. of and interest
on the bonds.
• • , •
ARTICLE VI11
DEFAULT PROVISIONS AND RI:MRnIES or
TRUSTEE ANL) noNDIIO DERS --
Section 801. If any of the following events occur, It is hereby defined
and declared to be and to constitute an "event of default ":
(a) Default in the due and punctual. payment of any interest on any
bond hereby secured and outstanding and the continuance thereof for a period
of (30) days;
(b) Default in the due and punctual payment of any moneys required to
be paid under provisions of Article IV and the continuation thereof for a period of
thirty (30) days;
(c) Default in the due and punctual payments of the principal of any bond
hereby secured and outstanding, whether at the stated maturity thereof, or upon
proceedings for redemption thereof, or upon the maturity thereof by declaration;
(d) Default in the performance or observance of any other of the coven-
ants, agreements or conditions on its part in this Indenture, or in the bonds
contained, and the continuance thereof for a period of sixty (60) days after
written notice to the City by the Trustee or by the holders of not less than ten
per cent (10 %) in aggregate principal amount of bonds outstanding hereunder.
Section 802. Upon the occurrence of an event of default, the Trustee
may, and upon the written request of the holders of twenty -five per cent (25 %)
in aggregate principal amount of bonds outstanding under this Indenture (regardless
of series), shall, by notice in writing delivered to thp City, declare the principal
of all bonds hereby secured and then outstanding under this Indenture and the
interest accrued thereon inunediately due and payable, and such principal and
interest shall thereupon become and be immediately due and payable.
Section 803. Upon the occurrence of any event of default, the City
upon dornand of the Trustee shall forthwith surrender to it the actual possession
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of, and it shall he lawful for the Trustee, by such officer or agent as
it may appoint, to take possession of, all or any part of the mortgaged
properties, with the books, papers and accounts of the City pertaining
thereto and to hold, operate and manage the same, and from time to time
to make all needful repairs and improvements as by the Trustee shall be
deemed wise; and the Trustee, with or without such permission, may
collect, receive and sequester the revenues, earnings, income, products
and profits therefrom and out of the same and any moneys received from any
receiver of any part thereof pay, and /or set up proper reserves for the pay-
ment of, all proper costs and expenses of so taking, holding and managing
the same, including reasonable compensation to the Trustee, its agents and
counsel, and any charges of the Trustee hereunder, and all taxes, assess-
ments and other charges prior to the lien of this Indenture which the Trustee
may deem it wise to pay, and all expenses of such repairs and improvements,
and apply the remainder of the money so received by the Trustee in accordance
with the applicable provisions of this Article VIII. Whenever all that is due
upon such bonds and installments of interest under the terms of this Inden-
ture shall have been paid and all defaults made good, the Trustee shall sur-
render possession to the City, its successors or assigns; the same right
of entry, however, to exist upon any subsequent event of default.
While in possession of such property, the Trusted. shall render annually
to any bondholders who shall have filed their names and addresses with the
Trustee, _a summarized statement of income and expenditures in connection
therewith.
Section 804. Upon the occurrence of event of default the Trustee
may, as an alternative, proceed either after entry or without entry, to pursue
any available remedy by suit at law or in equity to enforce the payment of the
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principal of and interest on the bonds them outstanding hereunder, including,
without limitation, foreclosure and manclarnus.
It an event of default shall have occurred, and if it shall have been
requested so to clo by the holders of twenty -five per cent (25 70) in aggregate
principal amount of bonds outstanding hereunder and shall have been indemni-
fied as provided in Section 901 hereof, and Trustee shall be obliged to exercise
such one or more of the rights and powers conferred upon it by this section
and by Section 803 as the Trustee, beirg advised by Counsel., shall deem
most expedient in the interests of the bondholders.
No remedy by the terms of this Inderture conferred upon or reserved to
the Trustee .(or to the bondholders) is intended to be exclusive of any other
remedy , but each and every such remedy shall be cumulative and shall be in
addition to any other remedy given hereunder or now or hereafter existing at
law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any
default or event of default shall impair any such right or power or shall be
construed to be a waiver of any such default or event of default or acquies-
cence therein; and every such right and power may he exercised from time to
time and as often as may be deemed expedient.
No waiver of any default or event of default hereunder, whether by the
Trustee or by the bondholders, shall extend to or shall affect any subsequent
default or event of default or shall impair any rights or remedies consequent
thereon.
Section 805. Anything in this Indenture to the contrary notwithstanding,
the holders of a majority in aggregate principal amount of bonds outstanding
hereunder shall have the right, at any time, by any instrument or instruments
in writing executed, and delivered to the Trustee, to direct the method and
place of conducting all proceeding:: to be taken in connection with the enforc:t.
ORU. BOOK t 2 PA'C a -„ter
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mcni of the fern's of coin; iIiuns of. Ihi.:: Indenture, or for tilt) appointment
of a receiver or any otter proceedings hereunder; provided that such direction
shall not be otherwise than in accordance wit.li the provisions of law and of
this indenture.
• Section 806. Upon the occurrence of an event of default, and upon
the filing of a suit or other commencement of judicial proceedings to enforce
the rights of the Trustee and of the bondholders under this Indenture, the
Trustee shall be entitled, as a matter of right, to the appointment of a receiver
or receivers of the mortgage.dproperttes and of the tolls, rents, revenues, issues,
earnings, income, products and profits thereof, pending such proceedings
with such powers as the court making such appointment shall confer, all in
accordance with the provisions of Section 7 of Act No. 175 of 1961, as amended.
Section 807. In case of an event of default on its part as aforesaid,
to the extent that such rights may then lawfully be waived, neither the
City nor anyone claiming through it or under it shall or will set up, claim,
or seek to take advantage of any appraisement, valuation, stay, extension
or redemption laws now or hereafter in force, in order to prevent ur hinder
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the enforcement of this Indenture, but the City, for itself and all who may
claim through or under it, hereby waives, to the extent that it lawfully may do
so, the benefit of all such laws and all right of appraisement and redemption
to which it may be entitled under the laws of the State of Arkansas.
Section 808. No holder of any bond or coupons shall have any right
to institute any suit, action or proceeding in equit•gr at law for the enforce-
ment of this Indenture or for the execution of any trust hereof or for the appoint-
ment of a receiver or any other remedy hereunder, unless a default has occurred
of which the Trustee has been notified as provided in Subsection (e) of
Section 901, or of which by that Subsection it is deemed to have notice,
nor unless such default shall have become an event of default and the holders
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o f tl4'( )ll) C(a It (25%) in aggpiiip114 pi 1I1C1 p(ll i1111C llllt of bends out-
standing hereunder shall have made wriiaen request to the Trustee and shall
have offered it reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such action, suit or proceeding in its own
name, nor unless also they have offered to the Trustee indemnity as provided
in Section 901 nor unless the Trustee shall thereafter fail or refuse to
exercise the powers hereinbefore granted, or to institute such action, suit
or proceeding in its own name; 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
Indenture, and to any action or cause of action for the enforcement of this
Indenture or for the appointment of a receiver or for any other remedy here-
under; it being understood and intended that no one or more holders of the
bonds or coupons shall have any right in any manner whatsoever to affect,
disturb, or prejudice the lien of this Indenture by his or their action or to
enforce any right hereunder except in the manner herein p:avided, and that
all proceedings at law or in equity shall be instituted, had and maintained
in the manner herein provided and for the equal benefit of the holders of all
bonds outstanding hereunder. Nothing in this Indenture contained shall,
however, affect or impair the right of any bondholder to enforce the payment
of the principal of and interest on any bond at and after the maturity thereof,
or the obligation of the City to pay the principal of and interest on each.
of the bonds issued hereunder to the respective holders thereof at the time
and place in said bonds and the appurtenant coupons expressed.
Section 809. The Trustee may in•-its discretion waive any event of
default hereunder and its consequence and rescind any declaration or maturity
of principal, and shall do no upon the written request of the holders of fifty
per cent (50%) in principal amount of all bonds outstanding hereunder (of
MD. BOOK #--..2--PAGE #
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all series Lint not necessarily of each series); provided, However, that there
shall not be waived (a) any event of default in the payment of principal of
any bonds issued hoicunder and outstanding beret: icier at the date of maturity
specif:ic.d therein or (b) any default in the payment of the interest or of de-
posits into the Bond Fund unless prior to the waiver or rescission all arrears
of interest, with interest at the rate borne by the bonds in respect of which
such default shall have occurred on overdue installments of interest or all
arrears of bond fund payments, as the case may be, and all expenses of the
Trustee shall have been paid or provided for and In case of any such waiver
• or rescission or in case any proceeding taken by the Trustee on account of
any such default shall have been discontinued or abandoned or determined
adversely, then and in every such case the Trustee, the City and the
bondholders shall be restored to their former positions and rights hereunder
respectively; but no such waiver or rescission shall extend to any sub§e-
quent or other default or impair any right - consequent thereon.
Section 810. Available moneys shall be applie'i •by, the Trustee as
follows:
(a) Unless the principal of all the bonds shall have become or shall
have been declared .due and payable, all such moneys shall be applied.
First: to the payment to the persons entitled thereto of all installments
of interest then due, in the order of the maturity of the installments of such
• interest, and, if the amount available shall not be sufficient to pay in full
any particular installment, then to the payment ratably, according to the
amounts due on such installment, to the persons entitled thereto, without
any discrimination or privilege; ._
Second: to the payment to the persons entitled thereto of the unpaid
principal of any of the bonds which shall have become due (other than bonds
called for redemption for the payment of which moneys are held pursuant to the
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pruvi ::inn;:: ui 'Ili:: lnc'. ni lire), in I1o• ()Idol' of their duo dales, with .]utczrest
on such bonds irom the tesp:caive dates upan which they become clue, and,
11 the amount available :;hall not be ;sufficient to pay in full bonds clue on
any particular date, together with such interest, then to the payment rat-
ably, according to the amount of principal due on such date, to the persons
entitled thereto without any discrimination or privilege; and
Third: to the payment of the interest on and the principal of the bonds,
and to the redemption of bonds, all in accordance with the provisions of
Article IV of this Indenture.
(b) If the principal of all the bonds shall have become due or shall
have been declared due and payable, all such moneys shall be applied to the
payment of the principal and interest then due and unpaid upon the bonds,
without preference or priority of principal over interest or of interest over
principal, or of any installment of interest over any other installment of
interest, or of any bone] over any other bond, ratably, according to the amounts
due respectively for principal and interest, to the persons entitled thereto
without any discrimination or privilege. -
(c) If the principal of all the bonds shall have bean declared due and
payable, and if such declaration shall thereafter have been rescinded and
annulled under the provisions of this Article, the subject to the provisions of
paragraph (h) of this Section in the event that the principal of all the bonds
shall later become due or be declared due and payable, the moneys shall be
applied in accordance with the provisions of paragraph (a) of this Section.
Whenever moneys are to be applied by the Trustee pursuant to the
provisions of this Section, such moneys shall be applied by it at such times,
and from time to time, as it shall determine, having due regard to the amount
of such moneys available for application and the likelihood of additional
moneys becoming available for such application in the future. Whenever the
Trustee shall apply such funds, it :.hill fix the date (which shall be an
ORD. 8001( # PACT
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Jnterust pa yment (idte uulc;s ii :shall demo another date more suitable)
upon which such application is to be made and upon such date interest
MI the amounts of principcll to be paid on such dates shall cease to accrue.
The Trustee shall give such notice as it may deem appropriate of the
deposit with i.t of any such moneys and of the fixing of any such date, and
shall not be required to make payment to the holder of any unpaid coupon
or any bond until such coupon or such bond and all unmatured coupons,
if any, appertaining to such bond shall be presented to the Trustee for
appropriate cutdorsernent or for cancellation if fully paid.
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ORD. µ00:1
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Section 901. The. Trustee hereby accept !: the trust imposed upon it
by this indenture, and agrees to perform said i.ri+:_:iss upon and subject to
the following expressed terms and conditions:
(a) The Trustee may execute any of the trusts or powers hereof and
perform any duties required of it by or through attorneys, agents, receivers
or employees, and shall be entitled to advice of counsel concerning all
matters of trusts hereof and its duties hereunder, and may in all cases pay
reasonable compensation to all such attorneys, agents, receivers and em-
ployees as may reasonably be employed in connection with the•trusts hereof.
The Trustee may act upon the opinion or advice of any attorney, surveyor,
architect or accountant selected by it in the exercise of reasonable care,
or, if selected or retained by the City prior to the occurrence of a default
of which the Trustee has been notified as provided in Subsection (e) of this
Section, or of which by that Subsection .ction the Trustee is deemed to have,
notice, approved by the Trustee in the exercise of such care. The Trustee
shall not be responsible for any loss or damage resulting from any action or
nonaction in accordance with any such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or
in said bonds (except in respect to the certificate of the Trustee endorsed
on such bonds), or for the recording or rerecording, filing or refiling of this
Indenture, or for insuring the properties herein conveyed or collecting any
insurance moneys, or for the validity of the execution by the City of
this bldernture or of any supplemental indentures or instrument of further
assurance, or for the sufficiency of the security for the bonds issued here-
under or intended to he secured by, or for the value or title of the property
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heroin conveyed or otherwise a:: to the mniutcnanc:c of the security hereof;
except that in the event the Trustee enters into possession of a part or all
of the mortgaged properties pursuant to any provision of this Indenture,
it shall use due diligence in preserving such property; and the Trustee shall
not be bound to ascertain or inquire as to the performance or observance of
any covenants, conditions or agreements on the part of the City, except as
hereinafter set forth; but the Trustee may require of the City full information
and advice as to the performance of the covenants, conditions and agreements
aforesaid as to the condition of the mortgaged properties.
(c) The Trustee may become. the owner of bonds and coupons secured
hereby with the same rights which it would have if not Trustee.
(d) The permissive right of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty of the Trustee and the Trustee
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shall be answerable only for its own negligence or willful default.
1 (e) The Trustee shall not be required to take notice or be deemed to
have notice of any default hereunder except failure by the City to make
cause to be made any of the payments to the Trustee required to be made by
Article IV (with the time limitation noted in (h) of Section 801) unless the
Trustee shall be specifically notified in writing of such default by the City or
by the holders of at least ten per cent (10 %) in aggregate principal amount of
bonds outstanding hereunder (of all series but not necessarily of each series)
and all notices or other instruments required by this Indenture to be delivered
to the Trustee, must, in order to be effective, be delivered at the office of
the Trustee, and in the absence of such notice so delivered, the Trustee rnay
conclusively assume there is no default except as aforesaid.
(f) The Trustee shall not be personally liable for any debts contracted
or•for damages to persons or to personal property injured or damaged, or for
salaries or nonfulfillment of contracts during any period in which it may be in
the possession of or.managing the real and tangible personal property as in
this Indenture provided.
ORD. BOOK _t ,.,, J'AGE
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(g) At any t d all reasonable times the 'J'ru stco, mid its duly
authorized agents, ,attorneys, exports, architects, accountants and represen-
tatives, shall have the right fully to inspect any and all of the mortgaged
properties, including all books, papers and records of the City pertaining
to the mortgaged properties and the bonds, and to take such memoranda from
and in regard thereto as may be desired.
(h) Before taking such action hereunder, the Trustee may require that
it be furnished an indemnity bond satisfactory to it for the reimbursement to it
of all expenses to which it may be put and to protect it against all liability,
except liability which is adjudicated to have resulted from the negligence or
willful default of the Trustee, by reason of any action so taken by the Trustee.
Section 902. The Trustee shall be entitled to payment and /or reimburse-
ment for its reasonable fees for services rendered hereunder and all advances,
counsel fees and other expenses reasonably and necessarily made or incurred
• by the Trustee in and about the execution of the trusts created by this Indenture
and in and about the exercise and performance by the Trustee of the powers
and duties of the Trustee hereunder, and for all reasonable and necessary
costs and expenses incurred in defending any liability in the premises of any
character whatsoever (unless such liability is adjudicated to have resulted
from the negligence or willful default of the Trustee). Upon default by the City,
but only upon default, pursuant to the provisions of this indenture pertaining to
default, the Trustee shall have a first lien with right to payment prior to payment
on account of principal or interest of any bond issued hereunder upon the
mortgaged properties for such reasonable and necessary advances, fees, costs
and expenses incurred by the Trustee.
'Section 903. Any corporation or association into which the Trustee may
be converted or merged, or with which it may be consolidated, or to which it
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may sell or i.ronaler 1is trust buuines:s and assets; as a whole or subblordially
as a whole, or any corpotation or associations resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, ipso facto, shall
be and become successor trustee hereunder and vested with all of the title to
the whole' property or trust estate and all the trusts, powers, discretions,
immunities, privileges, and all other matters as was its predecessor, without
thq execution or filing of any instrument or any further act, deed or conveyance
on the part of any of the parties hereto, anything herein to the contrary notwith-
standing.
Section 904. The Trustee and any successor trustee and the paying
agent and any successor paying agent may at any time resign from the trusts
hereby created by giving thirty (30) days' written notice to the City, and such
resignation shall take effect at the end of such thirty (30) days, or upon the
earliest appointment of a successor trustee by the bondholders or by the City.
Such notice may be served personally or sent by registered mail.
Section 905. The Trustee or the Paying Agent may be removed at
any time by any instrument or concurrent instruments in writing delivered to
the Trustee and to the City, and sigrr d by the owners or a majority in aggregate
principal amount of bonds outstanding hereunder.
Sr-action 906. In case the Trustee or the Paying Agent hereunder shall
resign or be removed, or be dissolved, or shall be in course of or
liquidation, or otherwise become incapable of acting hereunder, or in case
either shall be taken under the control of any public.pfficer or officers, or of
a receiver appointed by a court, a successor may be appointed by the owners
of a majority in aggregate principal amount pf bonds outstanding hereunder,
by an instrument or concurrent instruments in writing signed by such owners,
or by their attorneys in fact, duly authorized, provided, nevertheless, that in
case of such vacancy the City by an instrument executed and signed by the
Mayor and attested by the City Clerk, under its seal, may appoint a temporary
ORD. BfO :
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trustee or paying agent to fall ; ;ucli v ra ncy until a :;uce' :: ;:;or trustee or
paying agent shall be appointed by the bondholders; in the manner above
plovidod; and any such temporary trustee or paying anent as appointed by
the City shall immediately and without further act b:: superseded by the
trustee or paying agent so appointed by such bondholders.
Section 907. There shall he paid the standard and customary paying
• agent's fees and charges of the paying agent for handling the payment of the
principal of and interest on the bonds and funds sufficient to pay the same
shall be deposited with the paying agent prior to the dates on which payments
are required to be made on principal and interest.
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r Tr! r an,.
SUPPLEMENTAL TRUST INDENTURES
Section 1001. The City and the Trustee may, from time to time
and at any time, enter into such trust indentures supplemental hereto as shall
not be inconsistent with the terms and provisions hereof (which supplemental
trust indentures shall thereafter form a part hereof), (a) to cure any ambiguity
or formal defect or omission in this trust indenture or in any supplemental
trust indentures, or (b) to grant to or confer upon the Trustee for the benefit
of the bondholders any additional rights, remedies, powers, authority or
security that may lawfully be granted to or conferred upon the bondholders or
the Trustee.
At least thirty (30) days prior to the execution of any supplernental
trust indenture for any of the purposes of this section, the Trustee shall cause
a notice of the proposed execution of such supplemental trust indentures to
be mailed, postage prepaid, to all bondholders whose names and addresses
have been filed with the Trustee. Such notice shall briefly set forth the
nature of the proposed supplemental trust indentures and shall state that .
copies thereof are an file at the principal office of the Trustee fox inspection
by all bondholders. A failure on the part of the Trustee to mail the notice
required by this section shall not affect the validity of such supplemental
trust indentures.
Section 1002. Subject to the terms and provisions contained in this
section, and not otherwise, the holders of not less than two- thirds (2/3)
in aggregate principal amount of the bonds then outstanding (of all series
but not necessarily each series) shall have the right, from time to time,
anything contained in this Indenture to the contrary notwithstanding, to
consent to and approve the execution by the City and the Trustee of such
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ORD. 1300K §„ ....,PAGE #
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trust indenture or - trust indentures supplemental hereto as shalt be deemed
necessary and desirable by the City for the purpose of modifying, altering,
anronding, adding to or rescinding, in any particular, any of the terms or
provisions contained in this Indenture or in any supplemental trust
indenture; provided, however, that nothing herein contained shall permit, or
be construed 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 the mortgaged properties or a pledge of the revenues pledged to bonds
issued under this Indenture other than the Lien and pledge created and
authorized by this Indenture which purports to be prior to the lien and
pledge created and authorized by this Indenture or which purports to be
on a parity with the Lien and pledge created by and authorized by this
Indenture other than in accordance with and subject to the teens and condi-
tions of this Indenture, or (d) a privilege or priority of any bond or
bonds over any other bond or bonds, or (e) a reduction in the aggregate
principal amount of the bonds required for consent to such supplemental trust
indenture. -Nothing herein contained, however, shall be construed as making
necessary the approval of bondholders of the execution of any supplemental
trust indentures as provided In Section 1001 of this article.
If at any time the City shall request the Trustee to enter into any
supplemental trust indenture for any of the purposes of this section, the
Trustee shall, at the expense of the City, cause notice of the proposed
execution of such supplemental trust indenture to he published one time in a
daily newspaper of general circulation published in the City of Little Rock,
Arkansas. Such notice shall briefly set forth the nature of the proposed
supplemental trust indenture and shall state that copies thereof are on file
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at the principal wilco c.t 11r: Trustee hn inspection by all bondholders.
The trustee shall not, however, be subject to liability to any bondholder
by reason of its failure to publish such notice, ...gad any such failure shall
not affect the validity of such supplemental trust indenture when consented
to and approved as provided in this section. If the holders of not less than
two - thirds (2/3) in aggregate principal amount of bonds outstanding at the
time of the execution of any such supplemental trust indenture shall have
consented to and approved the execution thereof as herein provided, no
holder of any bond shall have any right to object to any of the terms of the
provisions contained therein, or the operation thereof, or in any spanner
to question the propriety of the execution thereof, or to enjoin or restrain
the trustee or the City from executing the same or from taking any action
pursuant to the provisions thereof. Upon the execution of any such supple-
mental trust indenture, this Indenture shall be and deemed to be
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modified and amended in accordance therewith.
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(JRD. BOUT( ° I AAL u- 1
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ARTICLE, Xl
MlsCi:I,I.hN COUs
Section 1101. Any request, direction, objection or other instrument
required by this Indenture to be signed and executed by the bondholders may
be in any number of concurrent writings of similar tenor and may be signed
or executed by such bondholders in person or by agent appointed in writing.
Proof of the execution of any such request, directions, objection or other
instrument or of the writing appointing any such agent and of the ownership
• of bonds, If made in the following manner, shall be sufficient for any of the
purposes of this Indenture, and shall be conclusive in favor of the Trustee
• with regard to any action taken by it under such request or other instrument,
namely:
(a) The fact and date of the execution by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction
who by law has power to take acknowledgments within such jurisdiction
that the person signing such writing acknowledged before him the execution
thereof, or by an affidavit of any witness to_such execution.
(b) The fact of the holding by any person of bonds and /or coupons
transferable by delivery and the amounts and numbers of such bonds, and
the date of the holding of the same, may be proved by a certificate executed
by any trust company, bank or bankers, wherever situated, stating' that
at the date thereof the party named therein did exhibit to an officer of such
company or bank or to such banker, as the property of such party, the bonds
and /or coupons therein mentioned if such certificate shall be deemed by
the Trustee to be satisfactory. ThoTrustee may, in its discretion, require
evidence that such bonds have been deposited with a bank, bankers or trust
company , before taking any action based on such ownership.
ORD. BOOK # Z_ PAGE # .�
For all purposes of the indenture and of the proceedings for the
enforcement 0 ereoJ, such person shall be deemed to continue to be the
holder of such bond until the Trustee ;hail have received notice in writing
to the contrary.
Section 1102. If any provisions of this Indenture shall be held
or deemed to be or shall, in fact, be inoperative or unenforceable as applied
in any particular case in any jurisdiction Lion or jurisdictions or in all jurisdictions
or in all cases because it conflicts with any provisions or any constitution or
statute or rule of public policy, or for any other reason, such circumstances
shall not have the effect of rendering the provision in question inoperative
or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforce-
able to any extent whatever: •
Section 1103. . This Indenture may be simultaneously executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
Section 1109. Definitions:
"Mortgaged Properties" - the lands, improvements, and personal
property described and covered by the granting clauses of this Indenture,
including all replacements, substitutions and all properties which are,
or at any time become, subject to the lien of this Indenture by any of
the terms of this Indenture.
"Hospital" - the mortgaged properties.
"Bonds" - Whenever the unqualified reference is made to bonds, the
reference shall be to all bonds issued under this Lucienture on a parity of
security, regardless of series, and then outstanding, unless the context
otherwise clearly indicates That the bonds of a particular series are interned.
If the bonds of a particular series are intended the reference shall be to
"Series Bonds" or words of a slmilar import.
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ORD. BOOK ° PAGE u ■
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114 WUiN1 :s €.1 \Vill:Rl:oJ', the Ui i.y - el Jacksonville, Arkansas, has caused
those presents h' be sinned in it name and bohnll by tlx: Mayor and its
seal to be hereunto affixed and attested by the ( ;,.), Clerk, and to evidence
its acceptance of the trusts hereby created, . _ — —
__, Arkansas, has caused those presents to be signed in its name and
behalf by Its __ ____ ^_ ____^and its corporate seal to be hereunto .
affixed and attested by its __ , all as of the day
and year first above written. •
CITY o JAC+ •NVILL£ A' 4' NSAS
ATTEST:
. �.1 l� -
1 . —l. -fy By j /� 1 � L , R • L ay I r
( I City Clerk
(SEAL)
ATTEST:
By__
(SEAL)
w
ACKNOWLEDGMENT
STATE or ARKANSAS
COU NTY Or
On this day of. , 1970, before me, a Notary
Public duly commissioned, qualified a nd acting within and for the State
and County aforesaid, appeared in person the within named
and , Mayor and City Clerk,
respectively. of Jacksonville, Arkansas, to me personally known, who stated
that they were duly authorized in their respective capacities to execute the
foregoing instrument for and in the name of the City, and further stated and
acknowledged that they had signed, executed and delivered said foregoing
instrument tor the consideration, uses and purposes therein mentioned and
set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this day of , 1972 •
Notary Public
My commission expires: • •
•
• 4.
ACKNOWLEDGMENT
sTATI: OF ARKANSAS
COUNTY OF
On this day of -- , 1970, before me, a Notary
Piddle duly commissioned, qualified and acting within and for the State and
County aforesaid, appeared in person the within named
and and
respectively, of •
Arkansas, to me personally well known, who stated that they were
duly authorized in their respective capacities to execute the foregoing
instrument for and in the name and behalf of of the Bank, and further stated
and acknowledged that they had to signed, executed and delivered said fore-
going instrument for the consideration, uses and purposes therein mentioned
and set forth.
• IN TESTIMONY WHEREOF, 1 have hereunto set my hand and official
seal this _. day of _ , 1972 •
• Notary Public
My commission expires:
•
Section 4. The Mayor and the City Cleft: for and on behalf of the
City are authorized and directed to do any and all things necessary to effect
the execution and delivery of the Indenture, its execution and acceptance
by the Trustee, the performance of all obligations of the City under the
Indenture, the execution and delivery of the bonds, and the performance of
all other acts of whatever nature necessary to effect and carry out the
authority conferred by this Ordinance and the Indenture. The Mayor and
City Clerk are further authorized and directed for and on behalf of the City
to execute all papers, documents, certificates and other instruments that
may be required for the accomplishment of the authority conferred by this
Ordinance and the Indenture and to evidence that authority and its exercise.
Section 5. The provisions of this Ordinance are severable. If any
provisions of this Ordinance shall for any reason be held invalid or in-
applicable to any person or circumstance, such holding shall not affect the
validity or applicability of the remainder of the Ordinance.
Section 6. All Ordinances and Resolutions or parts thereof in con-
flict herewith are hereby repealed to the extent of such conflict.
Section 7. It has been found and it Is hereby declared that the need
for adequate hospital facilities endangers the life, health and welfare of the
inhabitants of the City, and the adequate facilities can be made available
only by the issuance of the Series A Bonds authorized by this Ordinance.
Therefore, an emergency is declared to exist and this Ordinance being im-
mediately necessary for the preservation of the public peace, health, and
safety shall take effect and be in full force from and'after its passage and
approval.
Passed this /C day of ,r / , A972.�
I' r •
f / ' r � At
r r aypr
ATTEST:
C /` City Clerk
(SEAL)