HomeMy WebLinkAbout687• i,
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE EXECUTION
OF AN INSTRUMENT TO AMEND AND SUPPLEMENT
THE LEASE DATED JANUARY 27, 1961, WHERE-
UNDER THE CITY OF BATESVILLE IS LESSOR
AND WHITE-RODGERS COMPANY IS LESSEE, SO
AS TO RELEASE WHITE-RODGERS COMPANY AS
LESSEE AND TO SUBSTITUTE THE EMERSON
ELECTRIC MANUFACTURING COMPANY AS LESSEE
AND TO AGREE THAT THE CITY WILL RENDER
PERFORMANCE OF AN AGREEMENT DATED JANU-
ARY 27, 1961, WITH WHITE-RODGERS COMPANY,
REFERRED TO IN SAID LEASE, TO THE EMERSON
ELECTRIC MANUFACTURING COMPANY; PRESCRIB-
ING OTHER MATTERS RELATING THERETO AND
DECLARING AN EMERGENCY.
WHEREAS, the City of Batesville, Arkansas (herein-
after sometimes referred to as "City"), under authority
of Act No. 9 of the First Extraordinary Session of the
Sixty -Second General Assembly of the State of Arkansas,
approved January 21, 1960, and City Ordinance No. 679,
issued $1,500,000 aggregate principal amount of its
5-3/$% Industrial Development Revenue Bonds, dated as
of February 1, 1961, for the purpose of acquiring lands
and acquiring, constructing and equipping buildings and
manufacturing facilities in accordance with a certain
Agreement dated January 27, 1961, between Independence
County, Arkansas Industrial Development Corporation and
White -Rodgers Company, a Delaware corporation, and that
certain Lease dated January 27, 1961, between said In-
dependence County, Arkansas Industrial Development Cor-
poration as Lessor and said White -Rodgers Company, as
Lessee; and
WHEREAS, the City has heretofore taken over and
acquired from said Independence County, Arkansas In-
dustrial Development Corporation said Agreement dated
January 27, 1961, and said Lease dated January 27, 1961,
and is now the Lessor under said Lease and the owner of
the property, real and personal, which is subject to said'`"O
Lease (a copy of said Agreement and Lease being on file
` with the City Clerk and to which reference is made for
the terms and provisions thereof); and
WHEREAS, White -Rodgers Company, the Lessee of said
Lease, has entered into a Plan and Agreement of Reorgani-
zation dated as of December 15, 1961, with The Emerson
Electric Manufacturing Company, a Missouri corporation
(hereinafter sometimes referred to as "Emerson") and pur-
suant thereto said White -Rodgers Company proposes to as-
sign, transfer and set over to Emerson all of its right,
title and interest as the Lessee under said Lease and
Emerson proposes to assume all of the obligations and
duties of the Lessee under said Lease and White -Rodgers
proposes to assign to The Emerson Electric Manufacturing
Company its rights to further performance by the City
under the terms of said Agreement dated January 27,
1961; and
WHEREAS, in implementation of said Plan and Agree-
ment of Reorganization the City has been requested to
enter into an instrument having as one of its principal
purposes the effecting of an amendment of and supplement
to said Lease to substitute Emerson as the Lessee under
said Lease in the place and stead of White -Rodgers Com-
pany and to release White -Rodgers Company from further
liability under said Lease upon the assumption by Emerson
of the obligations and duties of the Lessee thereunder;
and
-2-
WHEREAS, the substitution of Emerson for White -
Rodgers Company as the Lessee under said Lease is in
the best interests of the City as Lessor and for the
best interests of the holders of said City of Bates-
ville, Arkansas, 5-3/8% Industrial Development Revenue
Bonds dated February 1, 1961, in that Emerson is a
substantially larger corporation with a more diversi-
fied business, and upon consummation of said Plan and
Agreement of Reorganization, Emerson will be possessed
of the operating assets and business of White -Rodgers
Company.
NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF BATESVILLE, ARKANSAS:
Section 1. That to provide for the amendment of
and supplement to the Lease dated January 27, 1961, be-
tween the City and White -Rodgers Company, which Lease
is recorded in Lease and Contract Book 15, pages 315
to 365, in the Office of the Circuit Clerk and Ex -Officio
Recorder of Independence County Arkansas, and to evidence
the fact that the City recognizes and acknowledges that
The Emerson Electric Manufacturing Company is entitled to
have the benefit not only of the leasehold estate under
said Lease but also the benefits under that Agreement dated
January 27, 1961, between the Independence County, Arkansas
Industrial Development Corporation and White -Rodgers Company,
relating to the construction and equipping of manufacturing
facilities for White -Rodgers Company (the obligations of
said Independence County Arkansas Industrial Development
Corporation having been heretofore taken over and assumed
by the City) the Mayor is hereby authorized and directed
MI:
J
to execute and acknowledge an instrument (a) to amend
and supplement the Lease with White -Rodgers Company
dated January 27, 1961, to release White -Rodgers Com-
pany as the Lessee thereunder and to substitute Emerson
as the Lessee thereunder, (b) to acknowledge that there
is no default on the part of White -Rodgers Company under
said Lease - if such be the case on the date of execution,
(c);to acknowledge that White -Rodgers Company has satis-
factorily performed its obligations under said Agreement
dated January 27, 1961, and (d) to agree to render per-
formance to The Emerson Electric Manufacturing Company
of such obligations on the part of the City as remain
to be performed under said Agreement dated January 27,
1961, and the Clerk is hereby authorized and directed
to execute said instrument and to affix the seal of the
City of Batesville thereto and to attest the same, with
the said instrument, which constitutes and is hereby
made a part of this authorizing ordinance, to be in sub-
stantially the following form, to -wit:
-4-
Section 2. That the Mayor and Clerk, for and on
behalf of the City, be, and they are hereby authorized
and directed to do any and all things and to execute
all papers, documents, certificates and other instru-
ments that may be required for the carrying out of the
authority conferred by this Ordinance, or to evidence
said authority and its exercise.
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
invalid, such declaration shall not affect the validity
of the remainder of the sections, phrases and provisions.
Section 4. That all ordinances, resolutions and
parts thereof in conflict herewith are hereby repealed
to the extent of such conflict.
Section 5. That there is hereby found and declared
to be an immediate need for the implementation of the
amendment of and supplement to the Lease dated January
27, 1961, with the White -Rodgers Company in order to fur-
ther employment opportunities in and near the City of
Batesville, Arkansas, and otherwise benefit the public
health, safety and welfare. Therefore, it is declared
that an emergency exists and this Ordinance being neces-
sary for the immediate preservation of the public health,
safety and welfare shall be in force and take effect im-
mediately upon and after its passage.
PASSED
APPROVED -
ATTEST; , �� Mayor
City—Clerk} 1 /
(SEAL)
-5-