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1010t~RDI~IANCE ~~.. / a i ~ AN ORDI~IANCr AU'I'HOCtI?ING A LEASE AND AGREEMENT BETWEEN THE CITY OF DdEST MEMPHIS, ARKANSAS, AS LESSOR, APdD KOCH INDUSTRIAL EQUIPMENT, INC., AS LESSEE; AUTHORIZING A FIRST SUPPLEMENTAL TRUST IPJDENTURE BY AND BETWEEN THE CITY OF WEST MEMPHIS, ARKANSAS, AND MERCATdTILE BANK, JONESBORO, ARKANSAS; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAIN- ING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of West Memphis, Arkansas (the "City"), is authorized and empowered under the provisions of Act No. 9 of the First Extraordinary Session of the Sixty-Second General Assembly of the State of Arkansas, approved January 21, 1960,E as amended (the "Act"), to issue revenue bonds and to expend the proceeds thereof to finance the acquisition, construction and equipment of land, buildings or facilities which can be used in securing or developing industry; and °~;,; WHEREAS, pursuant to the authority of~'duly enacted ,~ ordinances and resolutions of its City Council'` end Hof'°3a Trust .:~ . Indenture dated as of February 1, 1977 between it and~~Merc~.ntile Bank, Jonesboro, Arkansas, as Trustee (the "Indenture"), the City issued its City of West Memphis, Arkansas Industrial Develop-..' ment Revenue Bonds - Delta Case Project, Series A, dated February 1, 1977 in the principal amount of $500,000 (the "Bonds"); and WHEREAS, the proceeds from the Bonds were used to acquire, construct and equip certain manufacturing facilities (the "Project") which was leased by the City to Delta Case Company, Inc:. ("Delta Case") pursuant to a Lease and Agreement dated as of February 1, 1977 (the "Delta Case Lease"); and WHEREAS, the City has declared the Delta Case Lease to be in default and terminated, and Delta Case has vacated and quit possession of the Project; and, WHEREAS, in order to secure and develop industry in and to provide for and add to the welfare and prosperity of the City and its inhabitants, the City desires to enter into a Lease and Agreement with Koch Industrial Equipment, Inc. (the "Company") leasing and demising the Project (the "Lease Agreement"). ..~ -2- WHEREAS, copies of the hereinafter described Lease Agreement have been presented to and are before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of West Memphis, Arkansas: Section 1. That there be, and there is hereby authorized the execution and delivery of the Lease Agreement by and between the City as Lessor, and the Company as Lessee, and the Mayor and City Clerk be, and they are hereby, authorized to execute, acknowledge and deliver the Lease Agreement for and on behalf of the City. The Lease Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, and the Trustee in order to complete the Lease Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section 2. That there be, and there is hereby authorized the execution and delivery of the First Supplemental Trust Indenture by and between the City and Mercantile Bank, Jonesboro, Arkansas, as Trustee (the "First Supplemental Trust Indenture"), and the Mayor and City Clerk be, and they are hereby, authorized to execute, acknowledge and deliver the First Supplemental Indenture for and on behalf of the City. The First Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee and the Company in order to complete the First Supplemental Trust Indenture in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section 3. That the Mayor and City Clerk, for and on behalf of the City, be, and they are hereby, authorized and directed to do any and all things necessary to effect the execution and delivery of the Lease Agreement, the execution and delivery of the First Supple- mental Trust Indenture, and the performance of all acts of whatever nature necessary to effect end crrl• out tt.e ~-uthorit•~~ conferred by -3- this Ordinance. That the Mayor and City Clerk be, and they are hereby, 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 carrying out of such authority or to evidence the exercise thereof. Section 4. That the City is hereby involved with the acquiring, constructing and equipping of industrial facilities, and pursuant to applicable laws of the State of Arkansas, including particularly the Act, competitive bidding is waived. Section 5. That the City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopted, for inspection by any interested person a copy of the Lease Agreement, First Supplemental Trust Indenture, and such documents shall be on file for inspection by any interested person. Section 6. 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 and provisions. Section 7. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 8. That there is hereby found and declared t to be an immediate need for the securing and developing of industry in order to provide employment and payrolls, alleviate unemployment and otherwise benefit the public health, safety and welfare of the City and the inhabitants thereof, and the execution of the Lease Agreement and First Supplemental Trust Inden- ture authorized hereby and the taking of the other action authorized hereby are immediately necessary for the accomplishing of these public benefits and purposes. It is, therefore, declared that an . ,. -4- emergency exists and this Ordinance being necessary for the immediate preservation of the public peace, health and safety shall be in force and effect immediately upon and after its passage. PASSED: June 5, 1980. APPROVED: By Mayor (SEAL)