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ORDINANCE NO.�
AN ORDINANCE AUTHORIZING A FIRST SUPPLEMENTAL TRUST
INDENTURE IN CONNECTION WITH THE CITY'S INDUSTRIAL
DEVELOPMENT REVENUE BONDS - GENERAL TIRE PROJECT,
DATED APRIL 1, 1975; DECLARING AN EMERGENCY; AND FOR
OTHER PURPOSES.
WHEREAS, the City has issued bonds designated "City of Batesville,
Arkansas Industrial I-evelopment Revenue Bonds - General Tire Project, dated
April 1, 1975 (the "bonds"), which bonds are secured by a Trust Indenture
between the City and Union Planters National Bank of Memphis, Memphis,
Tennessee, dated as of April 1, 1975 (the "Original Indenture"); and
WHEREAS, all of the bonds are held by a single holder, and the
bondholder has requested that a single Fully Registered Bond (that is a bond
registered as to both principal and interest) be issued in exchange for the
bonds now issued and outstanding; and
WHEREAS, the execution and delivery of a First Supplemental Trust
Indenture is necessary for the issuance and delivery of the single Fully
Registered Bond.
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City
of Batesville, Arkansas:
Section 1. That there is hereby authorized the exchange and delivery of
the Fully Registered Bond and in connection therewith there is hereby authorized
a First Supplemental Trust Indenture, in substantially the contents hereinafter
set forth, which shall be executed and acknowledged by the Mayor and City
Clerk for and on behalf of the City, with the seal of the City affixed thereto, and
which form of First Supplemental Trust Indenture is hereby made a part hereof:
FIRST SUPPLEMENTAL TRUST INDENTURE
This FIRST SUPPLEMENTAL TRUST INDENTURE dated as of the first
day of April, 1975, by and between the City of Batesville, Arkansas, a City of
the first class under the laws of the State of Arkansas (the '!City") and Union
Planters National Bank of Memphis, Memphis, Tennessee, a banking institution
organized and existing under the laws of the United States and having its
principal office in the City of Memphis, Tennessee (the "Trustee"):
WITNESSETH:
WHEREAS, the City has issued bonds and they are secured by a Trust
Indenture between the City and the Trustee dated as of April 1, 1975 ("Original
Indenture"); and
WHEREAS, all of the
bonds are held
by a single holder, and
the bondholder
has requested that a single
Fully Registered
(that is, registered as
to both principal
and interest)'Bond be issued in exchange for the bonds now issued and outstanding;
and
WHEREAS, the execution and delivery of this First Supplemental Trust
Indenture is necessary to the issuance and delivery of the single Fully Registered
Bond; and
WHEREAS, the single Fully Registered Bond shall be in substantially the
following form, to -wit:
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UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF INDEPENDENCE
CITY OF BATESVILLE
7-3/40/. INDUSTRIAL DEVELOPMENT REVENUE BOND
GENERAL TIRE PROJECT
No. R-1
KNOW ALL MEN BY THESE PRESENTS:
$1,000,000
That the City of Batesville, Independence County, Arkansas, a munici-
pality under the laws of the State of Arkansas (the "City"), for value received,
promises to pay to or to
registered assigns, on April 1, 1995, the principal sum of
ONE MILLION DOLLARS
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay in like coin or currency interest on said principal amount from the date
hereof until paid at the rate of seven and three fourths per cent (7-3/4%) per
annum, such interest to be payable semiannually on April 1 and October 1 of
each year, commencing October 1, 1975. Principal and interest shall be payable
at the principal office of Union Planters. National Bank of Memphis, Memphis,
Tennessee (the "Trustee" and the "Paying Agent"). Payments of interest and
prepayments of principal Es hereinafter provided, may be by check or draft to
the registered owner without presentation of this bond, and each such payment
shall fully discharge the obligation of the City to the extent of the payment so
made. Upon final payment of principal and interest, this bond shall be submitted
to the Trustee for cancellation and surrender to the City.
This bond, designated "City of Batesville, Arkansas Industrial
I- evelopment Revenue Bond - General Tire Project," is one of an issue of bonds
in the principal amount of One Million L`ollars ($1,000,000) (the "bonds").
Though the bands are being issued as a single bond, registered as to both principal
and interest, certain references herein will be to "bonds . "
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The bonds are issued under and are equally and ratably secured and entitled to
the protection given by a Trust Indenture dated as of April 1, 1975 , as supple-
mented by a First Supplemental Trust Indenture dated as of April 1 , 1975 (the
'Indenture") duly executed and delivered by the City to the Trustee, which
Indenture is recorded in the office of the Circuit Clerk and Ex Officio Recorder
of Independence County, Arkansas, and reference is hereby made to the Indenture
and all indentures supplemental thereto for the provisions, among others, with
respect to the nature and extent of the security, the rights, duties and obligations
of the City, the Trustee and the holders and registered owners of the bonds, and
the terms upon which the bonds are issued and secured. The bonds are being
issued for the purpose of financing a Project, consisting of machinery, equipment
and facilities described in the Indenture, situated in and in connection with an
Industrial Plant and paying expenses of authorizing and issuing the bonds.
The bonds are issued pursuant to and in full compliance with the
Constitution and laws of the State of Arkansas, particularly Act No. 9 of the
First Extraordinary Session of the Sixty -Second General Assembly of the State
of Arkansas, approved January 21, 1960, as amended ("Act No. 9"), and
pursuant to ordinances of the City duly adopted and approved, which ordinances
authorize the execution and delivery of the Indenture. The bonds are not
general obligations of the City, but are special obligations payable solely
from purchase payments and revenues derived from the Project. A Sale
Agreement has been executed between the City and The General Tire & Rubber
Company, an Ohio corporation ("General Tire"), which provides for purchase
payments sufficient to pay the principal of and interest on the bonds as the
same become due. Provision ha s been made in the Sale Agreement for the
purchase payments to be paid directly to the Trustee and deposited in a
special account of the City designated "Batesville, Arkansas Industrial Develop-
ment Revenue Bond Fund - General Tire Project." Project revenues (including
purchase payments under the Sale Agreement) have been duly pledged by the
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Indenture to the payment of the principal of and interest on the bonds, and the
bonds are secured by a security interest in the Project. The bonds do not
constitute an indebtedness of the City within the meaning of any constitutional
or statutory limitation.
The holder of this bond shall have no right to enforce the provisions
of the Indenture or to institute action to enforce the covenants therein, or to
take any action with respect to any event of default under the Indenture, or to
institute , appear in and defend any suit or other proceeding with respect thereto,
except as provided in the Indenture. In certain events, on the conditions, in
the mariner and with the effect set forth in the Indenture, the principal of all
the bonds issued under the Indenture and then outstanding may be declared and
may become due and payable before the stated maturity thereof, together with
accrued interest thereon.
Modifications or alterations of the Indenture, or of any indenture
supplemental thereto, may be made only to the extent and in the circumstances
permitted by the Indenture .
As provided in the Indenture , this bond is subject to one exchange
privilege at any time, upon fifteen days notice, at the request of the registered
owner hereof, and upon surrender of this bond to the City at the office of the
Trustee, for negotiable coupon bonds, in the denomination of $5,000 each,
payable to bearer but registrable as to principal or as to principal and interest,
in an aggregate principal amount equal to the unpaid principal amount of this bond,
in accordance with the provisions of the Indenture.
The principal of this bond is subject to redemption prior to maturity
as follows:
(1) The principal of this bond shall be redeemed from the proceeds of
condemnation of all or substantially all of the Project or the Industrial Plant
or from General Tire exercising an option to accelerate purchase of the Project
pursuant to the provisions of Section 2002A of the Sale Pgreement, in whole but
not in part, at any time, at a redemption price equal to the principal amount
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being redeemed plus accrued interest to the redemption date.
(2) The principal of this bond is subject to mandatory redemption
prior to maturity according to the provisions of Section 504 of the Indenture
pertaining to Sinking Fund redemption on April 1 in each of the years 1986 to
1994, inclusive at a redemption price of the principal amount being redeemed
plus accrued interest to the redemption date.
(3) The principal of this bond is also subject to redemption prior to
maturity, at the option of the City, from funds from any other source, on any
interest payment date on and after April 1, 1985, at a redemption price of
the principal amount of bonds being redeemed plus accrued interest to the
redemption date and plus a premium of the principal amount of bonds being
redeemed as follows:
30/,, if redeemed April 1, 1985 to October 1, 1986, inclusve;
2% if redeemed April 1, 1987 to October 1, 1988, inclusve;
1% if redeemed April 1, 1989 to October 1, 1990, inclusve;
No premium if redeemed after October 1, 1990.
Partial redemption, including Sinking Fund redemption, of the principal
of this bond shall be in multiples of $5,000 identified to correspond to the
coupon bonds (which are numbered consecutively from 1 to 200, inclusive),
and handled by lot in such manner as the Trustee shall determine, to the end of
identifying the corresponding coupon bonds to be cancelled as a result of
such redemption.
Notice of redemption shall be mailed by registered or certified mail to
the registered owner of this bond addressed to such registered owner at his
registered address and placed in the mails not less than thirty (30) days prior
to the date fixed for redemption. Each notice shall specify the amount of the
principal being redeemed and the redemption date. After the date specified, the
amount of principal being redeemed will cease to bear interest provided funds
for payment have been deposited with the Trustee, and, except for the purpose of
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payment, shall no longer be protected by the Indenture and shall not be deemed
to be outstanding under the provisions of the Indenture.
This bond may be assigned, and upon such assignment the assignor
shall promptly notify the City at the office of the Trustee by registered mail,
and the assignee shall surrender the same to the Trustee for transfer on the
bond registration book and verification of the endorsement made on the payment
record attached hereto of the portion of the principal amount hereof and interest
hereon paid or redeemed; and every such assignee shall take this bond subject
to such condition. This bond is issued with the intent that the laws of the `
State of Arkansas will govern its construction.
This bond shall not be valid or become obligatory for any purpose or
be entitled to any security or benefit under the Indenture until the Certificate
of Authentication hereon shall have been 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 the bonds do exist, have happened and have been
performed in due time, form and manner as required by law; that the indebtedness
represented by the bonds, together with all obligations of the City, does not
exceed any constitutional or statutory limitation, and that the above referred to
revenues pledged to the payment of the principal of and interest on the bonds as
the same become due and payable will be sufficient in amount for that purpose".
IN WITNESS WHEREOF, the City of Batesville, Arkansas, has caused
this bond to be executed in its name by its Mayor and Clerk, thereunto duly
authorized, with the facsimile signature of the Mayor and the manual signature
of the Clerk, and its corporate seal to be affixed, all as of the first day of
April, 1975.
ATTEST:
U
City Clerk
(SEAL)
CITY OF BATESVILLE, ARKANSAS
ByZ;�mil��"
Ma yor
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NOW
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(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds issued under the provisions of the
within mentioned Indenture.
UNION PLANTERS NATIONAL BANK
OF MEMPHIS, MEMPHIS, TENNESSEE
TRUSTEE
Authorized Signature
(Form of Assignment)
ASSIGNMENT
For value received, the registered owner last listed below sells,
conveys, transfers, assigns and delivers this bond to the assignee last
listed below:
REGISTERED OWNER ASSIGNEE
W9
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PAYMENT RECORD
Principal Principal Signature of
Payment Balance Interest Appropriate
Due Date (Redemption) Due Pavmen t Date Paid Official and Title
October
1,
1975
April 1,
1976
October
I,
1976
April 1,
1977
October
1,
1977
April 1,
1978.
October
1,
1974
April 1,
1979
October I,
1979
April I,
1 9 4.1
October
1,
1980
April 1 ,
1981
October
1,
1981
April 1,
19S2
Qctober
1,
1982
April 1 ,
19 83
October
I,
1983
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Principal Principal Signature of
Payment Balance Interest Appropriate
Due Date (Redemption) Due Payment Date Paid Official and Title
April 1 ,
1984
October
I,
1984
April 1,
1985
October
1,
1985
April 1,
1986
October
I,
1986
April 1,
1987
October
1,
1987
April 1,
1988
October
I,
1983
April 1,
1985
October
1 ,
1989
April I,
1990
October
I,
1990
April 1,
1991
October
1,
1991
April 1,
1992
on
Principal Principal Signature of
Payment Balance Interest Appropriate
Due Date (Redemption) Due Payment Date Paid Official and Title
October 1,
1992
April 1,
1993
October 1,
1993
April 1,
1994
October 1,
1994
April 1,
1995
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NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS
INDENTURE WITNESSETH:
The City in consideration of the premises and of the acceptance by
the Trustee of the trusts set forth in the Original Indenture and in this First
Supplemental Trust Indenture, does hereby stipulate, covenant and agree with
the Trustee and with the respective holders and registered owners, from time
to time, of the bonds or coupons or any part thereof, as follows:
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ARTICLE I
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AMENDMENTS AND SUPPLEMENTS TO ORIGINAL INDENTURE
Section 101. Section 101 of the Original Indenture is supplemented by
inserting the following: ;
"Registered bond" - Bonds issued under the provisions of this
Indenture which are registered as to principal and interest, including, without
limitation, the single Fully Registered Bond authorized by Section 202 B of
the Original Indenture, as amended and supplemented by the First Supplemental
Trust Indenture .
Section 102. Section 202 of the Original Indenture is amended to
read as follows:
Section 202. A. The bonds shall be designated "City of Batesville,
Arkansas Industrial Eevelopment Revenue Bonds - General Tire Project"
(the "bonds"), and shall be in the principal amount of $1,000,000. The
bonds shall be dated April 1, 1975, and interest thereon shall be payable
semiannually on April 1 and October 1 of each year, commencing October 1 ,
1975. The bonds shall be issued as term bonds and shall bear interest at
the rate of 7-3/4% per annum. The bonds shall mature on April 1, 1995. The
bonds are being initially issued as coupon bonds, in substantially the
form set forth hereinabove, in the denomination of $5,000 each, numbered
from 1 to 200, inclusive.
B. The bonds initially issued as coupon bonds may be exchanged for
a single Fully Registered Bond , in the principal amount of One Million
Dollars ($1 ,000, 000) , in substantially the form set forth hereinabove . The
Fully Registered Bond shall be numbered R-1, shall be dated April 1, 1975,
interest shall be payable semiannually on April 1 and October 1 of each year
commencing October 1, 1975, and the principal shall be due (except as redeemed
in the manner provided for) on April 1, 1995.
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Payments of interest and redemptions of principal may be made by
check or draft to the registered owner without presentation of the Fully
Registered Bond and each such payment shall fully discharge the obligations
of the City herein to the extent of the payment so made. Payment of principal
and interest shall be in any coin or currency of the United States of America
which, on the respective dates of payment is legal tender for the payment
of public and private debts.
C. The bonds initially issued as coupon bonds under subsection A
above may be exchanged for the Fully Registered Bond provided for in
subsection B above, in which event the Fully Registered Bond shall be executed
on behalf of the City as provided in Section 203 hereof. Thereafter the Fully
Registered Bond shall be delivered to the Trustee for authentication. After
authentication the Trustee shall deliver the Fully Registered Bond to the holder
of all outstanding coupon bonds in exchange for, and upon receipt by the
Trustee of, all outstanding coupon bonds. The outstanding coupon bonds so
received by the Trustee shall not be cancelled and shall be held by the
Trustee in safe keeping for the sole purpose of cancellation upon payment
of the corresponding principal amount of the Fully Registered Bond or for
delivery (to the extent not cancelled as aforesaid) in exchange for the Fully
Registered Bond. In this regard, the owner of the Fully Registered Bond shall
have one exchange privilege for all, or the uncancelled portion, of the
coupon bonds which are held by the Trustee as aforesaid. As and when the
Fully Registered Bond is tendered to the Trustee for exchange as aforesaid
the Trustee shall verify the principal that has been paid, shall cancel (if not
theretofore cancelled) that portion of coupon bonds corresponding to the
principal of the Fully Registered Bond that has been redeemed, and shall
deliver to the registered owner of the Fully Registered Bond the coupon bonds
corresponding to the principal of the Fully Registered Bond that has not been
paid and thereupon shall cancel the Fully Registered Bond. In order to
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proceed in accordance with the above provisions, the Trustee shall identify
$5,000 multiples of the principal of the Fully Registered Bond to correspond
to the coupon bonds (which are in the denomination of $5,000 each and which
are numbered from 1 to 200, inclusive).
Section 103. Section 209 of the Original Indenture is supplemented
by inserting at the end thereof the following paragraph:
The provision of this Section 209 set forth above are in the case
of the Fully Registered Bond subject to and governed by the provisions
included in Section 202 hereof and in the form of Fully Registered Bond
(hereinabove) pertaining to payment of principal of and interest on and transfer
of the Fully Registered Bond, to the extent inconsistent therewith.
Section 104. Article III of the Original Indenture is supplemented by
inserting a new Section 304 as follows:
Section 304. The redemption (or prepayment) provisions applicable to
the principal of the Fully Registered Bond provided for in Section 202 B of the
Original Indenture, as amended and supplemented by the First Supplemental
Trust Indenture , are set forth in the form of Fully Registered Bond hereinabove
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ARTICLE II
MISCELLANEOUS
Section 201. The provisions of the Original Indenture, as amended
and supplemented by this First Supplemental Trust Indenture,, shall continue
in full force and effect and shall be fully applicable to the Fully Registered
Bond, including, without limitation, the execution, authentication and
delivery thereof and security tl»refor.
Section 202. This First Supplemental Trust 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.
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IN WITNESS WHEREOF, the City of Batesville, Arkansas, has caused
these presents to be signed in its name and behalf by its Mayor and its
corporate seal to be hereunto affixed and attested by its City Clerk, and,
to evidence its acceptance of the trust hereby created, Union Planters
National Bank of Memphis, Memphis, Tennessee, has caused these presents
to be signed in its name and behalf by its
and its corporate seal to be hereto affixed and attested by its
ATTEST:
City Clerk
(SEAL)
ATTEST:
Title:
(SEAL)
Irm
CITY OF BATESVILLE, ARKANSAS
By c ti✓
Ma yor
UNION PLANTERS NATIONAL BANK
OF MEMPHIS, MEMPHIS, TENNESSEE
By
Title:
En
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ACKNOWLEDGMENT OF NOTICE OF AND CONSENT TO
FIRST SUPPLEMENTAL TRUST INDENTURE
The General Tire & Rubber Company hereby accepts notice of the
execution and delivery of the foregoing First Supplemental Trust Indenture,
acknowledges that the same is authorized by, and is in accordance with the
provisions of, the Sale Agreement between the City of Batesville, Arkansas
and the Company dated as of April 1, 1975, and consents to the execution
and delivery of the First Supplemental Trust Indenture.
ATTEST:
Title:
(SEAL)
THE GENERAL TIRE & RUBBER COMPANY
By
Title:
ACKNOWLEDGMENT
STATE OF ARKANSAS )
COUNTY OF )
rm
On this day of 1975, before me, a Notary
Public duly commissioned, qualified and acting, within and for the County
and State aforesaid, appeared in person the within named
and
Mayor and City Clerk, respectively, of the City of Batesville, Arkansas, a
municipality of the State of Arkansas, to me personally known, who stated
v., 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 the foregoing
instrument for 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 , 1975.
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My commission expires:
(SEAL)
Notary Public
e
0-M
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ACKNOWLEDGMENT
STATE OF )
COUNTY OF )'
L�n
On this day of 1975, before me, a Notary
Public, duly commissioned, qualified and acting within and for the
State and County aforesaid, appeared in person the within named
and ,
and ,
respectively, of Union Planters National Bank of Memphis, Memphis, Tennessee,
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
and behalf of the Bank, and further stated and acknowledged that they had so
signed, executed and delivered the foregoing instrument for 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 1975.
My commission expires:
(SEAL)
Notary Public
ACKNOWLEDGMENT
STATE OF
COUNTY OF
�r✓
On this day of 1975, before me, a Notary
Public duly commissioned, qualified and acting within and for the State
and County aforesaid, appeared in person the within named
a nd
and
respectively, of The General Tire & Rubber Company, an Ohio corporation,
.,, authorized to do business in the State of Arkansas, to me personally known, who
stated that they were duly authorized in their respective capacities to execute
the Acknowledgment of Notice of and Consent to First Supplemental
Trust Indenture , for and in the name and behalf of the corporation, and further
stated and acknowledged that they had so signed, executed and delivered the
foregoing instrument for 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 , 1975.
Notary Public
My commission expires:
(SEAL)
4NOW *Aso"
Section 2. That the Mayor and City Clerk be., and they are hereby,
authorized and directed for and on behalf of the City to do all things, take all
action and execute all documents necessary to carry out the authority, enforce
the rights and discharge the obligations of the City set forth in this Ordinance,
in the single Fully Registered Bond and in the First Supplemental Trust Indenture`
authorized hereby.
Section 3. That the provisions of this Ordinance are hereby declared
to be separable, and if any section, phrase or provision shall for any reason
be declared to be invalid, such declaration shall not affect the validity of the
remainder of the sections, phrases or provisions.
Section 4. That it is hereby found and declared that it is necessary
to the continued economic and industrial growth and development of the City
that the reasonable and proper requests of holders of bonds issued by the City
be satisfied when the City can satisfy such requests without cost to or liability
on the part of the City and that the formalities attendant upon such requests
be carried out with reasonable promptness. Therefore, an emergency is
declared to exist and this Ordinance, being immediately necessary for the
preservation of the public peace, health and safety, shall be in force upon
its passage and approval.
PASSED:
ATTEST:
City Clerk
(SEAL)
1975.
APPROVED:
Mayor
CERTIFICATE
The undersigned, City Clerk of Batesville, Arkansas, hereby certifies
that the foregoing pages are a true and correct copy of Ordinance No.
passed at a session of the City Council held at its regular
meeting place at__. m. , on the day of
1975,
and that the Ordinance is of record in Ordinance Record Book Page
now in my possession.
GIVEN under my hand and the seal of the City this _day of
, 1975.
EM
(SEA L)
ftw.
City Clerk