2246 RESOLUTION NO. 2246
RESOLUTION OF THE CITY OF WEST MEMPHIS ARKANSAS AUTHORIZING THE
EXECUTION OF A CHANGE IN TERMS AGREEMENT TO THAT CERTAIN LEASE-PURCHASE
AGREEMENT PREVIOUSLY EXECUTED BY THE CITY ON NOVEMBER 19, 2019,
AUTHORIZING THE EXECUTION OF ANY AND ALL OTHER DOCUMENTS RELATED
THERETO,EMPOWERING THE MAYOR WITH THE AUTHORITY TO EXECUTE THE CHANGE
IN TERMS AGREEMENT ON BEHALF OF THE CITY.
Whereas, on November 19, 2019, the City executed a certain Lease-Purchase Agreement (the
"Lease-Purchase Agreement"), as lessee, in favor of West Memphis Public Buildings Development
Company, LLC, as lessor(the "Lessor");and
Whereas, pursuant to the Lease-Purchase Agreement, the City agreed to lease from Lessor that
certain Municipal Building Project that is more fully described within the Lease-Purchase Agreement;and
Whereas, on November 19, 2019, West Memphis Public Buildings Development Company, LLC
assigned to Capital One Public Funding, LLC ("Assignee") all of its rights title and interest in and to the
Lease-Purchase Agreement; and
Whereas, the Lease-Purchase Agreement originally specified and identified therein the original
principal balance of$10,896,000; and
Whereas, the City has identified $262,000 in additional equipment and furnishings necessary in
order to complete the development of the Municipal Building Project; and
Whereas, Authorizing Ordinance Number 2522 adopted by the City on October 17, 2019
authorized and empowered the City to incur total indebtedness under the Lease-Purchase Agreement at
an amount not to exceed $11,500,000; and
Whereas, the City, the Lessor and the Assignee now desire to modify and amend the Lease-
Purchase Agreement to the limited extent necessary in order to increase the indebtedness referenced
therein by$262,000(the "Additional Advance")from $10,896,000 to$11,158,000; and
Whereas, the City, the Lessor and the Assignee desire to evidence such modification by their
execution of that certain Change in Terms Agreement among the City, the Lessor and the Assignee (the
"Change in Terms Agreement") in substantially that form that is presented to the City Council
contemporaneously herewith;
Now,Therefore, be it resolved by the City as follows:
Section 1. The City be and hereby is authorized to (a) incur indebtedness in the amount of the
Additional Advance and (b)execute the Change in Terms Agreement in substantially that form presented
to the City Council contemporaneously herewith and on file with the City Clerk.
Section 2. The City mayor and City clerk are hereby authorized to execute the Change in Terms
Agreement on behalf of the City and deliver same to the Assignee with such changes, insertions and
omissions as may be approved by such officers, said execution and delivery being conclusive evidence of
such approval.
Section 3. Nothing herein is intended to disturb the legal, valid and binding financial obligations
of the City as contained within the Lease-Purchase Agreement as modified by the Change in Terms
Agreement.
Section 4. The City Clerk shall maintain in the permanent records of the City, for inspection by
any interested person, copies of all documents related to this transaction.
Section 5. The provisions of this resolution are hereby declared to be severable and if any
provision shall for any reason be held illegal or invalid, such holding shall not affect the validity of the
remaining aspects of this Resolution.
Section 6. All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed
to the extent of such conflict.
PASSED: ViefriiISIA3/ , 2020
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Marco McClendon, Mayor
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City Clerk
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