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HomeMy WebLinkAbout190080 • ORDINANCE NO. 19,008 AN ORDINANCE AUTHORIZING NEW CONSTRUCTION PROJECTS FOR THE SEWER SYSTEM OF THE CITY OF LITTLE ROCK, ARKANSAS; AUTHORIZING THE ISSUANCE OF A SEWER REVENUE NOTE, SERIES 2004 FOR THE PURPOSE OF PROVIDING INTERIM FINANCING OF A PORTION OF THE COST THEREOF; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE NOTE; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City ") owns a sewer system (the "System ") , which is operated by the Sewer Committee of the City (the "Committee "); and WHEREAS, the Committee has caused to be prepared by professional engineers on the staff of the Little Rock Wastewater Utility, a report with general plans and estimates of cost for extensions, betterments and improvements to the System that need to be constructed in order to make the services of the System adequate for the needs of the City (such extensions, betterments and improvements, along with any necessary land and easement acquisition therefor are hereinafter referred to collectively as the "Improvements ") that have been examined and approved by the Committee and a copy of which report is on file in the office of the City Clerk and the Manager of the System where they may be inspected by any interested person; and WHEREAS, the Committee has determined that it needs to commence with the acquisition and construction of a portion of the Improvements having an estimated cost in excess of $4,000,000; and WHEREAS, the Committee has determined that the City needs to borrow $4,000,000 to provide interim financing of such costs, including note issuance costs, in anticipation of the issuance of permanent financing through the issuance of sewer revenue bonds; and WHEREAS, the City is authorized under Amendment No. 65 to the Arkansas Constitution and Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Authorizing Legislation "), to incur interim financing of the Improvements through the issuance of notes or temporary bonds and although the instrument authorized hereby is in the form of, and referred to hereinafter, as a "note," the instrument constitutes a temporary bond within the meaning of the Authorizing Legislation; and WHEREAS, the City is making arrangements for the sale of a $4,000,000 principal amount note to Bank of America, N.A. (the 0 0 "Noteholder "), at a price of par for a note bearing interest at the rate of 3.51% per annum; and WHEREAS, the City has outstanding (a) a Sewer Revenue Bond, Series 1990 (the 111990 Bond ") authorized by Ordinance No. 15,966, adopted November 20, 1990 (the "1990 Ordinance ") , (b) a Sewer Revenue Bond, Series 1991 (the 111991 Bond "), authorized by Ordinance No. 16,030, adopted April 2, 1991 (the "1991 Ordinance ") , (c) a Sewer Revenue Bond, Series 1996 (the 111996 Bond ") authorized by Ordinance No. 17,097, adopted January 16, 1996 (the 111996 Ordinance "), (d) a Sewer Revenue Bond, Series 1999 (the 111999 Bond "), authorized by Ordinance No. 18,067, adopted July 20, 1999 (the 111999 Ordinance ") and (e) an issue of Sewer Refunding and Construction Revenue Bonds, Series 2001 (the 112001 Bonds "), authorized by Ordinance No. 18,557, adopted September 4, 2001 (the "2001 Ordinance "); and WHEREAS, the City authorized, but not yet issued, (a) a Sewer Revenue Bond, Series 2004A (the 112004A Bond ") pursuant to Ordinance No. 19,006, adopted December 16, 2003 (the 112004A Ordinance ") and (b) a Sewer Revenue Bond, Series 2004B (the 112004B Bond ") pursuant to Ordinance No. 19,007, adopted December 16, 2003 (the 112004B Ordinance "); NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. The Improvements shall be accomplished. The accomplishment of the Improvements shall be under the control and supervision of, and all details in connection therewith shall be handled by, the Committee, and the Committee shall make all contracts and agreements necessary or incidental to the performance of its duties and the execution of its powers. The Committee shall let all construction contracts pursuant to and in accordance with existing laws and shall require such performance bonds and insurance from the contractors as, in the judgment of the Committee, will fully insure the completion of the Improvements in accordance with the plans and specifications therefor. Section 2. The sale to the Noteholder of a note in the principal amount of $4,000,000 from the City at a price of par for a note bearing interest at the rate of 3.51°% per annum and otherwise subject to the terms and provisions hereafter in this Ordinance set forth in detail be, and is hereby approved, and the note is hereby sold to the Noteholder. Section 3. The Board of Directors hereby finds and declares that the period of usefulness of the Improvements will be more than 25 years, which is longer than the term of the note. 2 0 0 Section 4. Under the authority of the Constitution and laws of the State of Arkansas (the "State ") , including particularly the Authorizing Legislation, City of Little Rock, Arkansas Sewer Revenue Note, Series 2004 (the "note ") is hereby authorized and ordered issued in the principal amount of $4,000,000, the proceeds of the sale of which are necessary to provide interim financing of a portion of the costs of accomplishing the Improvements and paying expenses incidental thereto and expenses of issuing the note. The note shall bear interest at the rate of 3.51% per annum based upon a 365 or 366 day year, as the case may be, and actual number of days elapsed. The note shall be dated the date of delivery to the Noteholder. Principal and interest shall be payable one month from the date of the note and on the same day of each month thereafter with the final installment due five years from the date of the note. Even though it is anticipated that permanent bonds will be issued to retire the note, the monthly installments of principal and interest shall be in approximately equal amounts that will be sufficient to amortize the note over a five year period. The note will be registered as to both principal and interest, payable to the Noteholder, or registered assigns, as set forth hereinafter in the note form, and shall be numbered R -1. Payment of principal and interest shall be by check or draft mailed to the Noteholder at its address shown on the note registration books of the City which shall be maintained by the City Clerk as Note Registrar, without presentation or surrender of the note (except upon final payment) and such payments shall discharge the obligation of the City to the extent thereof. The City Clerk shall keep a payment record and make proper notations thereon of all payments of principal and interest. Payment of principal and interest shall be in any coin or currency of the United States of America which, as at the time of payment, shall be legal tender for the payment of debts due the United States of America. When the principal of and interest on the note have been fully paid, it shall be canceled and delivered to the City Clerk. Section 5. The note 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 note is not a general obligation of the City but is a special obligation, the principal of and interest on which are secured by a pledge of and are payable from revenues derived from the System ( "Revenues "). The pledge of Revenues is subordinate to the pledge in favor of the 1990 Bond, the 1991 Bond, the 1996 Bond, the 1999 Bond, the 2001 Bonds, the 2004A Bond and the 2004B Bond (collectively, the "Prior Bonds ") . The note and 3 0 0 interest thereon shall not constitute an indebtedness of the City within any constitutional or statutory limitation. Section 6. The note shall be in substantially the following form and the Mayor and City Clerk are hereby authorized and directed to make all the recitals contained therein: (form of note) UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK 3.51% SEWER REVENUE NOTE, SERIES 2004 No. R -1 KNOW ALL MEN BY THESE PRESENTS: $4,000,000 That the City of Little Rock, Pulaski County, Arkansas (the "City ") , for value received, hereby acknowledges itself to owe and promises to pay to Bank of America, N.A., or registered assigns (the "Owner ") , solely from the special fund as hereinafter set forth, the principal sum of FOUR MILLION DOLLARS and to pay interest on the unpaid balance of said principal amount at the rate of 3.51% per annum. Principal and interest on this Note shall be due and payable on the day of each month, commencing , 2004, in amortized installments of $ with the final installment due , 2009 in an amount equal to the outstanding principal amount of this Note plus accrued interest. Payments shall be applied first to interest and the balance to principal. Interest shall accrue on the basis of a 365 or 366 day year, as the case may be, and actual number of days elapsed. The principal of and interest on this Note are payable in lawful money of the United States of America at the address of the Owner. This Note is issued for the purpose of providing interim financing of the costs of constructing extensions, betterments and improvements to the sewer system of the City (the "System "), and any necessary land and easement acquisition therefor (the "Projects ") , and costs of authorizing and issuing this Note, and is issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas (the "State ") , including particularly Amendment No. 65 to the Arkansas Constitution and Title 14,' Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated, and 4 pursuant to Ordinance No. 19,008 of the City, duly adopted and approved on the 16th day of December, 2003 (the "Authorizing Ordinance ") . Reference is hereby made to the Authorizing Ordinance for the details of the nature and extent of the security and of the rights and obligations of the City and the Owner of this Note. This Note may be assigned but only as a whole and after notice in writing from the then current Owner hereof to the City Clerk. Such notice shall not be effective until it is received by the City. Such notice shall contain the name and address of the assignee and the place at which payment of the principal of and interest on this Note is to be made. Every assignee shall take this Note subject to all payments and prepayments of principal and interest prior to such assignment. Subject to the provisions hereof respecting assignment of this Note, nothing contained in this Note shall affect or impair the negotiability of this Note and, this Note shall have all the qualities of a negotiable instrument under the law merchant and the Uniform Commercial Code of the State of Arkansas. This Note may be prepaid at any time and from time to time, at the option of the City, in whole or in part, at a prepayment price equal to the principal amount being prepaid plus accrued interest to the prepayment date. Partial prepayments shall be applied in inverse chronological order of maturity. Such prepayments shall not affect the obligation of the City to pay the remaining installments as scheduled herein. This Note does not constitute an indebtedness of the City within any constitutional or statutory limitation or provision, and the taxing power of the City is not pledged to the payment of the principal of or interest on this Note. This Note is a special obligation payable solely from the net revenues derived from the operation of the System and from the proceeds of bonds issued to provide permanent financing of the costs of the Projects. In this regard, the pledge of net System revenues is subordinate to the pledge of System revenues to the City's Sewer Revenue Bonds, Series 1990, 1991, 1996, 1999, 2004A and 2004B and the City's issue of Sewer Refunding and Construction Revenue Bonds, Series 2001, so long as any of such bonds are outstanding. A sufficient amount of System revenues to pay principal and interest has been duly set aside and pledged as a special fund for that purpose, identified as the "2004 Note Fund," in the Authorizing Ordinance. The City has reserved the right in the Authorizing Ordinance to issue additional bonds having a pledge of System revenues that is senior to or on a parity with the pledge in favor of this Note. The City has fixed and has covenanted and agreed to maintain rates for use of the System which shall be sufficient at all times to at least provide for the payment of the reasonable expenses of operation and maintenance of the System, provide for the payment of the principal of and interest on all the outstanding bonds and notes to which 5 0 0 System revenues are pledged as the same become due, to establish and maintain debt service reserves and to provide a depreciation fund, all as set forth in the Authorizing Ordinance. This Note is issued with the intent that the laws of the State shall govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State to exist, happen and be performed precedent to and in the issuance of this Note do exist, have happened and have been performed in regular and due time, form and manner as required by law; that this Note does not exceed any constitutional or statutory limitation of indebtedness; and that provision has been made for the payment of the principal of and interest on this Note, as provided in the Authorizing Ordinance. IN WITNESS WHEREOF, the City of Little Rock, Arkansas has caused this Note to be executed in its name by its Mayor and City Clerk, thereunto duly authorized, and its corporate seal to be affixed, all as of the day of , 2004. CITY OF LITTLEE�RROCK,` ARKANSAS ATTEST: By �`y Mayor City C erk (SEAL) anumnrn.. . The City has heretofore fixed sewer rates by i 732, adopted on September 17, 2002. Reference is to 'nch Ordinance for the details thereof and other W Ailing thereto, which sewer rates are hereby nt3nued as provided therein. y covenants and agrees that the rates established will, ��eog -Voss Revenues at least sufficient to pay monthly operation, maintenance and funded depreciation expenses of the System, pay the principal of and interest on all outstanding bonds and notes to which Revenues are pledged ( "System Bonds "), as the same become due, pay any financing fees as the same become due, and create and maintain any required debt service reserves. The City covenants always to maintain rates (including increases as necessary) which will provide in each fiscal year Net Revenues at least equal to 110% of the principal of, interest on and financing fees in connection with System Bonds due during that fiscal year. G 0 0 "Net Revenues" are defined as gross Revenues less operation and maintenance expenses, excluding depreciation expense. None of the facilities or services afforded by the System shall be furnished without a charge being made therefor. In the event that the City or any department, agency or instrumentality thereof shall avail itself of the facilities and services afforded by the System, the reasonable value of the service or facilities so afforded shall be charged against the City or such department, agency or instrumentality and shall be paid for as the charges accrue. The revenues so received shall be deemed to be revenues derived from the operation of the System and shall be used and accounted for in the same manner as the other revenues derived from the operation of the System. Section 8. All of the provisions of the 1990 Ordinance, the 1991 Ordinance, the 1996 Ordinance, the 1999 Ordinance, the 2001 Ordinance, the 2004A Ordinance and the 2004B Ordinance (the "Prior Bond Ordinances ") (including those incorporated therein by reference), as now in effect, and except those provisions clearly inapplicable hereto, including, without limitation, the provisions pertaining to the collection, the investment and the handling of Revenues and funds, to the operation, maintenance and care of the System, and to the depreciation of the System, are hereby made applicable hereto and are incorporated herein by reference as though fully set forth at this point. Section 9. The City covenants that it will continuously operate the System as a revenue - producing undertaking and will not sell or lease the same, or any substantial portion thereof, without the prior written approval of the Noteholder; provided, however, that nothing herein shall be construed to prohibit the City from making such dispositions of properties of the System and such replacements and substitutions for properties of the System as shall be necessary or incidental to the efficient operation of the System as a revenue - producing undertaking. Section 10. (a) After making the required payments into the Sewer Operation and Maintenance Fund being maintained in accordance with the 2001 Ordinance and into the bond funds for the Prior Bonds and any additional bonds having a priority on the pledge of Revenues over the pledge in favor of the note and after paying the financing and administrative fees in connection with the Prior Bonds, there shall be paid from the Sewer Fund being maintained in accordance with the 2001 Ordinance into a special account of the City designated the 112004 Note Fund" (the "Note Fund ") hereby created in a bank selected by the Committee that is a member of the Federal Deposit Insurance Corporation for the purpose of paying the principal of and interest on the note the amounts specified in (b) below. 7 0 0 (b) Commencing on the first business day of the month after the month in which the note is delivered, and on the first business day of each month thereafter, there shall be deposited from moneys in the Sewer Fund into the Note Fund an amount equal to the monthly installment of principal and interest on the note next due. (c) If Revenues are insufficient to make the required payment on or before the first business day of the following month into the Note Fund, then the amount of any such deficiency in the payment made shall be added to the amount otherwise required to be paid into the Note Fund on the first business day of the next month. (d) When the moneys held in the Note Fund shall be and remain sufficient to pay in full the principal of and interest on the note, the City shall not be obligated to make any further payments into the Note Fund. (e) All moneys in the Note Fund shall be used solely for the purpose of paying the principal of and interest on the note and the City shall receive a credit monthly for all earnings and income derived from the investment of the moneys in the Note Fund against the next monthly payment. (f) It shall be the duty of the City to cause to be withdrawn from the Note Fund and paid to the Noteholder on each day principal and interest on the note is due an amount equal to the principal and interest then due. No withdrawal of funds from the Note Fund shall be made for any other purpose except as otherwise authorized in this Ordinance. (g) The note shall be specifically secured by a pledge of all Revenues required to be placed into the Note Fund. This pledge in favor of the note is hereby irrevocably made according to the terms of this Ordinance, and the City and its officers and employees shall execute, perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance. Section 11. (a) The City covenants that it shall not take any action or suffer or permit any action to be taken or condition to exist which causes or may cause the interest payable on the note to be included in gross income for federal income tax purposes. Without limiting the generality of the foregoing, the City covenants that the proceeds of the note and moneys that are deposited in the funds identified herein will not be used directly or indirectly in such manner as to cause the note to be treated as an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code "). The City agrees to make any required rebate to the United States Treasury in accordance with Section 148 of the Code with respect to the note. L 0 0 (b) The City shall assure that (1) not in excess of 10% of the proceeds of the note is used for Private Business Use if, in addition, the payment of more than 10% of the principal or 10% of the interest due on the note during the term thereof is, under the terms of the note or any underlying arrangement, directly or indirectly secured by any interest in property used or to be used for a Private Business Use or in payments in respect of property used or to be used for a Private Business Use or is to be derived from payments, whether or not to the City, in respect of property or borrowed moneys used or to be used for a Private Business Use; and (2) that, in the event that both (A) in excess of 5% of the proceeds of the note are used for a Private Business Use, and (B) an amount in excess of 5% of the principal or 5% of the interest due on the note during the term thereof is, under the terms of the note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for said Private Business Use or in payments in respect of property used or to be used for said Private Business Use or is to be derived from payments, whether or not to the City, in respect of property or borrowed money used or to be used for said Private Business Use, then said excess over said 5% of proceeds of the note used for a Private Business Use shall be used for a Private Business Use related to the governmental use of the Improvements. The City shall assure that not in excess of 5% of the proceeds of the note are used, directly or indirectly, to make or finance a loan to persons other than state or local governmental units. As used in this Section, "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and use as a member of the general public. (c) That the City covenants that it will take no action which would cause the note to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) The City covenants that it will submit to the Secretary of the Treasury of the United States a statement concerning the note which contains the information required by Section 149(e) of the Code within the time required by such Section. (e) The City covenants that it will not reimburse itself from proceeds of the note for costs paid by the City prior to the date the note is issued except in compliance with U.S. Treasury Regulation 1.150 -2 (the "Regulation ") . This Ordinance shall constitute an "official intent" for purposes of the Regulation. 0 0 Section 12. The principal of the note shall be prepayable prior to maturity as provided in the note form in Section 6 hereof. Section 13. As long as the note is outstanding, the City shall not issue or attempt to issue any bonds having or claimed to be entitled to a priority of lien on Revenues over the lien securing the note, including any and all future extensions, betterments and improvements to the System except as provided in this Section. The City may issue additional bonds having a priority on or on a parity with the lien on Revenues in favor of the note to finance or pay the cost of constructing extensions, betterments and improvements to the System or to refund outstanding System Bonds, if there shall have been procured and filed with the City Clerk and the Noteholder a statement by a certified public accountant not in the regular employ of the City (the "Accountant ") reciting the opinion that (i) the Net Revenues (Net Revenues being gross Revenues less operation and maintenance expenses, but not including depreciation) for the fiscal year preceding the year in which such additional notes or notes are to be issued were not less than 110% of the average annual debt service requirements (including principal, interest and financing fees) on all outstanding System Bonds and the bonds then proposed to be issued or (ii) the Net Revenues for the fiscal year succeeding the year in which such additional bonds are to be issued are projected to be sufficient in amount, taking in consideration any enacted increase in Revenues, to be not less than 110% of the average annual debt service requirements (including principal, interest and financing fees) on all outstanding System Bonds and the bonds then proposed to be issued. The additional bonds, the issuance of which is restricted and conditioned by this Section, shall not be deemed to mean bonds the security and source of payment of which are subordinate and subject to the priority of the note and such additional bonds may be issued without complying with the terms and conditions of this Section. Section 14. It is covenanted and agreed by the City with the Noteholder that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State and by this Ordinance, including, without limitation, the making and collecting of reasonable and sufficient rates lawfully established for services rendered by the System, segregating Revenues and applying them to the respective funds maintained pursuant to the Prior Bond Ordinances and this Ordinance. 10 0 0 The City covenants and agrees that the Noteholder shall have the protection of all the provisions of the Authorizing Legislation, and that the City will diligently proceed to enforce those provisions to the end of the Noteholder realizing fully upon its security. And, if the City shall fail to proceed within 30 days after written request shall have been filed by the Noteholder, the Noteholder may proceed to enforce all such provisions. If there be any default in the payment of the principal of or interest on the note, or if the City defaults in any Note Fund requirement or in the performance of any of the other covenants contained in this Ordinance, the Noteholder may, by proper suit, compel the performance of the duties of the officials of the City under the laws of the State. In the case of a default in the payment of the principal of and interest on the note, the Noteholder may apply in a proper action to a court of competent jurisdiction for the appointment of a receiver to administer the System on behalf of the City and the Noteholder with power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and collected) rates sufficient to provide for the payment of the expenses of operation, repair and maintenance and to pay the note and interest outstanding and to apply Revenues in conformity with this Ordinance. When all defaults in principal and interest payments have been cured, the custody and operation of the System shall revert to the City. No remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other remedy or remedies herein provided or provided by law, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or given by law. No delay or omission of the Noteholder to exercise any right or power accrued upon any default shall impair any such right or power or shall be construed to be a waiver of any default or an acquiescence therein; and every power and remedy given by this Ordinance to the Noteholder may be exercised from time to time and as often as may be deemed expedient. No waiver of any default shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. Any costs of enforcement of the note or of any provision of this Ordinance, including reasonable attorney's fees, shall be paid by the City. Section 15. When the note has been executed and sealed as herein provided, it shall be delivered to the Noteholder upon payment of the purchase price. The sale proceeds shall be deposited in an account of the City hereby created and designated the 112004 Note Construction Fund" (the "Construction Fund ") . Moneys in the Construction Fund and investment earnings thereon shall be used for directly paying, or reimbursing the City for, the costs paid in accomplishing the Improvements, expenses incidental thereto and the expenses of issuing the note. Payments from the 11 0 0 Construction Fund shall be by check or voucher signed by either the Manager or Finance Director of the System, and drawn on the depository. Each such check or voucher shall briefly specify the purpose of the expenditure. Section 16. The terms of this Ordinance shall constitute a contract between the City and the Noteholder and no variation or change in the undertaking herein set forth shall be made while the note is outstanding unless consented to in writing by the Noteholder. Section 17. The City agrees that the Committee will keep proper records, books and accounts relating to the operation of the System, which shall be kept separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the operation of the System in accordance with generally accepted government accounting standards. Such books shall be available for inspection by the Noteholder at reasonable times and under reasonable circumstances. The City agrees to have these records audited by an Accountant selected by the Committee at least once each year and to furnish a copy of the audit report to the Noteholder not later than March 31 of each year while the note is outstanding. In the event the Committee fails or refuses to furnish or cause such reports to be furnished, the Noteholder may have the reports made, and the cost thereof shall be charged against the Sewer Operation and Maintenance Fund. Section 18. The City covenants and agrees that it will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. While the note is outstanding, the City agrees that it will insure, and at all times keep insured, in the amount of the actual value thereof, in a responsible insurance company or companies selected by the Committee and authorized and qualified under the laws of the State to assume the risk thereof, all above - ground structures of the System against loss or damage thereto from fire, lightning, tornado, winds, riot, strike, civil commotion, malicious damage, explosion, and against loss or damage from any other causes customarily insured against in connection with similar facilities and undertakings as the System. - Section 19. In the event the offices of Mayor, City Clerk, Manager of the System, Finance Director of the System, Board of Directors, or Committee shall be abolished, or any two or more of such offices shall be merged or consolidated, or in the event the duties of a particular office shall be transferred to another office or officer, or in the event of a vacancy in any such office by reason of death, resignation, removal from office, or otherwise, or in the event any such officer shall become incapable of 0 0 performing the duties of his office by reason of sickness, absence from the City, or otherwise, all powers conferred and all obligations and duties imposed upon such office or officer shall be performed by the office or officer succeeding to the principal function thereof, or by the office or officer upon whom such powers, obligations, and duties shall be imposed by law. Section 20. It is understood and agreed that the Committee, acting for and on behalf of the City, has custody of and control over the System, operates, maintains and repairs the System and collects and handles Revenues. Therefore, it is understood and agreed that even though there are some express references to the Committee, all references herein to the City shall, when appropriate in view of the authority and responsibility of the Committee, be construed to mean and include the Committee. So long as the Committee operates the System for the City, performance by the Committee of any right or obligation of the City hereunder shall be deemed performance by the City. The Committee presently consists of Dale J. Wintroath, Jr., Chairman, Stuart S. Mackey, Secretary, Charles G. Goss, James R. Pender, and Patrick D. Miller. Section 21. The provisions of this Ordinance are hereby declared to be separable, and if any provision shall for any reason be held illegal or invalid, it shall not affect the validity of the remainder of this Ordinance. Section 22. Reference in this Ordinance to "Noteholder" shall include the original Noteholder or any registered assign thereof. Section 23. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 24. It is hereby ascertained and declared that the Improvements must be accomplished as soon as possible in order to make the System adequate for the needs of the City and its inhabitants, without which the life, health, safety and welfare thereof are jeopardized, and that the issuance of the note and the taking of the other action authorized by this Ordinance is necessary for the accomplishment thereof. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public peace, health and safety shall take effect and be in force from and after its passage. 13 ADOPTED: December 16, 2003. ATTEST: Mayor Jim Dail ty �� City erc Nancy Wood CI (SEAL) r a c� • i. s, sr •. s •r: r U It yLe-� City Attorney v 14 0 0 CERTIFICATE The undersigned, City Clerk of the City of Little Rock, Arkansas (the "City "), hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. 19,008, adopted at a regular session of the Board of Directors of the City, held at the regular meeting place in the City at 6:00 o'clock p.m., on the 16th day of December, 2003, and that the Ordinance is of record in Ordinance Record Book No. , Page , now in my possession. GIVEN under my hand and seal on this day of December, 2003. ty Clerk (SEAL) -OF- 1: a0 '''•,gRKA N S P'�' �`O ``` 15