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2272 RESOLUTION NO. A RESOLUTION TO AUTHORIZE THE MAYOR AND THE CITY CLERK TO EXECUTE A DEED AND OTHER NECESSARY INSTRUMENTS OF CONVEYANCE REGARDING TRINITY INDUSTRIES, INC., AND FOR OTHER PURPOSES. WHEREAS,Arkansas statutes require a written resolution of the City Council authorizing the Mayor and City Clerk to execute deeds for the conveyance of real property; and WHEREAS, Trinity Industries, Inc., assignee of Hackey, Inc., and the City of West Memphis, Arkansas, entered into a Lease Agreement dated the 15t day of October, 1982, in connection with a Bond Issue in the principal amount of$3,000,000; and WHEREAS, Trinity Industries, Inc., has notified the City of West Memphis of its intention to exercise its option to acquire legal title to the Project as provided in Section 2002 of the Lease Agreement; and WHEREAS,the bonds were redeemed in full and there are no outstanding bonds; and WHEREAS,upon payment of the purchase price as set out in Section 2002 C of the Lease Agreement the City of West Memphis, as Lessor, is to deliver to the Lessee a general warranty deed and other appropriate conveyance instruments transferring good and merchantable title to the property, as such property then exists, subject to the following: (i)those liens and encumbrances (if any) to which title to said property was subject when conveyed to the Lessor; (ii) those liens and encumbrances created by the Lessee or to the creation or suffering of which the Lessee consented; (iii) those liens and encumbrances resulting from the failure of the Lessee to perform or observe any of the agreements on its part contained in the Lease Agreement; (iv) Permitted Encumbrances other than the Indenture and the Lease Agreement. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS,ARKANSAS, THAT upon payment of the purchase price as set i out in Section 2002 C of the Lease Agreement,the Mayor and the City Clerk are authorized to execute on behalf of the City of West Memphis a general warranty deed and other appropriate conveyance instruments transferring to Trinity Industries, Inc., good and merchantable title to the Leased Premises free and clear of all liens and encumbrances except those as provided in the Lease Agreement. ADOPTED this 6- day of 72217 , 2022. VGO ;r Cam(..e%.y'� - _ MARCO M. McCLENDON, MAYOR ATTEST: J ES PULLIA , CITY CLERK RECEIVED Clerk's v