HomeMy WebLinkAboutOrdinance 2680 li:SnINGT0N COUNTY. ARK .
ORDINANCE NO . SCG �LCIRCUIIT C(LEF
N
J AN ORDINANCE AUTHORIZING A LEASE AND AGREEMENT BY
AND BETWEEN THE CITY OF FAYETTEVILLE , ARKANSAS , AS
LESSOR AND BALDWIN PIANO & ORGAN COMPANY , AN OHIO
CORPORATION , AS LESSEE , IN SUBSTANTIALLY THE FORM
AND WITH THE CONTENTS SET FORTH AND MADE A PART OF
THE ORDINANCE ; AUTHORIZING THE EXECUTION AND
DELIVERY OF THE LEASE AND AGREEMENT ; PRESCRIBING
OTHER MATTERS RELATING THERETO ; AND DECLARING AN
EMERGENCY .
BE IT ORDAINED by the Board of Directors of the City of
Fayetteville , Arkansas :
Section 1 . That there be , and there is hereby authorized
the execution and delivery of a Lease and Agreement ( the
" Lease Agreement " ) wherein the City of Fayetteville , Arkansas
( the " City " ) , is Lessor , and Baldwin Piano & Organ Company , an
Ohio corporation ( the " Company " ) , is Lessee , in substantially
the form and with substantially the contents hereinafter set
forth , 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 form and contents
of the Lease Agreement , which are hereby approved and which
are made a part hereof , shall be substantially as follows :
( Advice is hereby given that a copy of the Lease
Agreement is on file in the office of the City
Clerk of the City and is available for inspec -
tion by any interested person . )
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MICROFILMED
LEASE AND AGREEMENT
by and between
CITY OF FAYETTEVILLE , ARKANSAS
and
BALDWIN PIANO & ORGAN COMPANY
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Dated as of 1980
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This Lease and Agreement was Prepared by :
DAVIDSON , PLASTIRAS , HORNE ,
HOLLINGSWORTH & ARNOLD , Ltd ,
211 National Investors Life Building
Post Office Box 3363
Little Rock , Arkansas 72203
THIS AGREEMENT ALSO CONSTITUTES A SECURITY AGREEMENT
UNDER THE ARKANSAS UNIFORM COMMERCIAL CODE
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LEASE AND AGREEMENT
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
Section 101 Definitions 3
Section 102 Use of Words 6
ARTICLE II
CONSTRUCTING AND EQUIPPING OF PROJECT
Section 201 Constructing and Equipping of Project 7
Section 202 Insurance to be Maintained on Project
During Construction 8
Section 203 Itemization of Project Costs ; Issuance
of Additional Series ; Bond Proceeds to
be Deposited ; Effective Date and
Amendment of Indenture 8
Section 204 . Lessee to Have Peaceful and Quiet
Enjoyment 10
Section 205 Lessor Covenants to Enforce Contracts
and Correct Defective Work with
Expenses Incurred Constituting Part
of Project Costs 10
ARTICLE III
t DEMISING CLAUSES , DURATION OF LEASE TERM
AND RENTAL PROVISIONS
Section 301 Demise of Leased Premises 12
Section 302 Term of Lease Agreement 13
Section 303 Basic Rent ; Additional Rent ; Absolute
and Unconditional Obligation to Pay
Basic Rent and Additional Rent 13
Section 304 Method of Payment of Basic Rent and
Additional Rent 17
ARTICLE IV
TAXES AND ASSESSMENTS ( IMPOSITIONS )
Section 401 Taxes and Assessments ( Impositions ) 19
Section 402 Leased Premises Exempt from Ad Valorem
Taxes ; Contest of Attempted Levy
Authorized 19
ARTICLE V
INSURANCE
Section 501 Insurance Required 21
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ARTICLE VI
REPAIRS AND MAINTENANCE OF
PREMISES AND ALTERATIONS 4
Section 601 Lessee Obligated to Maintain Buildings 24
and Improvements
` Lessee Has Right to Make Additions , 24
Section 602
Alterations and Changes ,,.
Section 603 Structural Improvements and Alterations r
Become Property of Lessor ; Machinery ,
Equipment and Other Property Installed
at Lessee ' s Expense Remain Its Property 24
With Right of Removal
Section 604 Property on Leased Premises at Sole 25
Risk of Lessee
Section 605 Lessee Obligated to Maintain Project 25
Machinery and Equipment
ARTICLE VII
USE OF LEASED PREMISES
COMPLIANCE WITH ORDERS , ETC ,
Section 701 . .. Permitted Use of Leased
Premises and 26
Compliance With Laws ,
Section 702 Lessor ' s Covenant Not to Impose 26
Burdensome Laws , Etc .
ARTICLE VIII
WORK PERFORMED BY LESSEE
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Section 801 Obligations of Parties Concerning Work
on Leased Premises and Obtaining 27
Necessary Permits
ARTICLE IX
MECHANICS ' LIENS
Section 901 Lessee to Keep Leased Premises Free of 28
Construction Liens
ARTICLE X
INDEMNIFICATION OF LESSOR AND TRUSTEE
Section 1001 Indemnification of Lessor and Trustee
29
ARTICLE XI
LESSOR MAY PERFORM LESSEE ' S OBLIGATIONS
Section 1101 Lessee to Reimburse Lessee ' s
Lessor May Perform LessorforlCostsoand
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Expenses Incurred in Doing So
ARTICLE XII
PUBLIC UTILITIES AND CHARGES
Section 1201 Lessee to Pay Public Utility Charges
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ARTICLE XIII
INSPECTION OF LEASED PREMISES
BY LESSOR AND TRUSTEE
Section 1301 Lessor and Trustee to Have Right of
Inspection Subject to Certain
Restrictions 32
ARTICLE XIV
DAMAGE AND DESTRUCTION
,Section 1401 Lessee to Restore in Event of Damage
or Destruction ; Application of
Insurance Moneys 33
Section 1402 No Diminution in Lessee ' s Obligation
to Pay Basic Rent and Perform
Other Covenants 135
Section 1403 Lessee not Obligated to Restore if
Purchase Option Exercised or All
Outstanding Bonds Paid 36
ARTICLE XV
CONDEMNATION
Section 1501 Rights of Parties in Event of Condemna-
tion ; Bonds Protected in Any Event 37
Section 1502 Lessee Obligated to Continue Basic
and Additional Rental Payments Until
Condemnation Award Available 39
Section 1503 Lessee ' s Right to Exercise Options
t Continues in Force Notwithstanding
Condemnation Proceedings 39
Section 1504 Right of Lessee to Participate in
Condemnation Proceedings 40
ARTICLE XVI
ASSIGNMENT
Section 1601 Assignment and Subletting Permitted but
Lessee Not Relieved of Obligations ;
Assignment to Trustee Permitted 41
ARTICLE XVII
PRIORITY OF LEASE
Section 1701 Lease and Agreement Superior and Prior 42
ARTICLE XVIII
REMEDIES ARE CUMULATIVE -
NO IMPLIED WAIVER
Section 1801 Specific Relief ; Remedies are Cumulative ;
No Implied Waiver 43
ARTICLE XIX
DEFAULT PROVISIONS
Section 1901 Events of Default 44
Section 1902 Remedies 45
Section 1903 Remedies Not Exclusive 45
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Section 1904 Rental , Damages and Reletting Handled
as Provided in Lease Agreement and
Indenture 46
Section 1905 Determination of Taxability 46
Section 1906 Lessor and Lessee Covenant not to take
any Action or Permit any Action Which
May Cause Interest on the Bonds to be
�. Subject to Federal Income Taxation 47
ARTICLE XX
OPTIONS AND SALE
Section 2001 Purchase Options 48
Section 2002 Purchase and Sale 50
Section 2003 Prepayment of Purchase Price and
Redemption of Bonds 50
ARTICLE XXI
NOTICES
Section 2101 Notices 52
ARTICLE XXII
RECORDING
Section 2201 Recording 53
ARTICLE XXIII
GENERAL
Section 2301 Arkansas Law Applicable 54
Section 2302 Severability 54
Section 2303 Captions for Reference Only 54
Section 2304 Trustee ' s Rights Cease When Bonds
and Trustee ' s Fees Paid or Provided for 55
Section 2305 Enforcement Rights of Trustee 55
Section 2306 Provisions Binding on Successors
and Assigns 55
Section 2307 Trustee ' s Consent Required for
Modification 55
Section 2308 Lessee Furnish Lessor , Trustee and
Underwriter Annual Reports 56
Section 2309 Consolidation , Merger or Sale Permitted
in Certain Circumstances 56
Section 2310 Lessor to Grant Sewer , Utility , Road
and Street Easements 57
Section 2311 Lessor and Lessee Covenant to Keep
Instruments Recorded 57
ARTICLE XXIV
EXPANSION OF FACILITIES
Section 2401 Expansion of Facilities 58
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Section 2402 Provisions Made in Trust Indenture for
Release of Lands Involved in Expansion
From Lien of Indenture ; Consideration
Paid for Lands Involved in Expansion 59
Section 2403 No Diminution of Lessee ' s Obligations
to Pay Basic and Additional Rent '
and Purchase Price 59
Section 24Q4 Lands That May be Included in Expansion 60
Section 2405 Rights Under Article XXIV Are In
Addition . to Other Rights and Options
Under Lease Agreement 60
ARTICLE XXV
REMOVAL AND DISPOSAL OF PROPERTY
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Section 2501 Lessee ' s Rights and Obligations Con -
cerning Removal and Disposal of
Building Service Equipment 61
Section 2502 Lessee ' s Rights and Obligations Con-
cerning Removal and Disposal of
Project Machinery and Equipment 62
Section 2503 Lessee to Report Upon Request
Dispositions or Removals Under
Section 2501 and 2502 69
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LEASE AND AGREEMENT .
This Leasehold Improvement Lease Agreement ( herein " Lease
and Agreement " or " Lease Agreement " ) made as of the day
of 1980 , by and between the CITY OF FAYETTEVILLE ,
ARKANSAS ( " Lessor " or " City " ) and Baldwin Piano & Organ
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Company , a corporation organized under and existing by virtue
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of the laws of the State of Ohio ( " Lessee " ) ;
WITNESSETH :
WHEREAS , Lessor is a duly organized and existing munici -
pality , a city of the first class , under the laws of the State
of Arkansas with full and lawful power and authority to enter j
into this Lease and Agreement , acting by and through its Board
of Directors ) in the public interest and for a public purpose
in securing and developing industry , providing employment and
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adding to the welfare and prosperity of the Lessor and its
inhabitants , all pursuant to 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 ,
as amended ( " Act No . 9 " ) • and
WHEREAS , Lessee is authorized under its Articles of
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Incorporation and Bylaws and under the laws of the State of
its incorporation to enter into this Lease and Agreement and
to perform all covenants and obligations on its part to be
performed under and pursuant to this Lease and Agreement ; and
WHEREAS , Lessee is not prohibited under the terms of any
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outstanding trust indentures , deeds of trust , mortgages , loan
agreements or other instruments or evidences of indebtedness
of whatever nature from entering into this Lease and Agreement
and discharging and performing all covenants and obligations
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on its part to be performed under and pursuant to this Lease
and Agreement ( or if so , a proper waiver has been obtained )
and affirmatively so represents to Lessor ; and
WHEREAS , the industrial undertaking will consist of
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lands , buildings , machinery , equipment , improvements and
facilities ( the " Project " ) ; and
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WHEREAS , Lessor and Lessee hereby recite knowledge that
Lessor has undertaken to furnish interim and permanent finan-
cing of Project costs and expenses by authorizing the issuance
of a Bond Anticipation Note ( the " Note " ) and Industrial Develop,
ment Revenue Bonds ( the " Bonds " ) under Act . No . 9 ;
WHEREAS , the Note will be initially sold in the principal
amount of $ 1 , 200 , 000 ; and
WHEREAS , the Bonds will be sold and issued to retire the
Note within two years from the date of the Note , with there
to be ',initially sold and issued Bonds in the principal amount
of pot to exceed $ 1 , 200 , 000 ;
NOW , THEREFORE , for valuable consideration , receipt of
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which is hereby acknowledged by Lessor and Lessee , and in
consideration of the mutual benefits and covenants herein
contained , Lessor and Lessee AGREE as follows :
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- ARTICLE I
DEFINITIONS
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Section 101 - Definitions . Definitions . In addition to
the words and terms elsewhere defined in this Lease Agreement ,
the following words and terms as used in this Lease Agreement
shall have the following meanings unless the context clearly
indicates a different meaning or intent :
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" Act No . 9 " . - Act No . 9 of the First Extraordinary
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Session of the Sixty -Second General Assembly of the State of
Arkansas , approved January 21 , 1960 , as amended .
"Additional Bonds " - Bonds , in addition to the Series
1980 Bonds , which are issued under the provisions of Section
202 B of the Indenture .
" Additional Rent " - The rent provided for in Section
3 ,0 3 ( b, ) hereof .
" Authorized Lessee Representative " - The person at the
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time designated to act in behalf of the Lessee by written
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certificate furnished to the Lessor and the Trustee containing
the specimen signature of such person and signed on behalf of
the Lessee by the president or any vice president of the
Lessee . Such certificate may designate an alternate or alter-
nates .
" Authorized Lessor Representative " - The person at the
time designated to act in behalf of the Lessor by written
certificate furnished to the Lessee and the Trustee containing
the specimen signature of such person and signed on behalf of
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the Lessor by the Mayor . Such certificates may designate an
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alternate or alternates .
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" Basic Rent " - The rent provided for in Section 303 ( a )
hereof .
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" Bond Fund " Or " Fayetteville , Arkansas Industrial Development
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Revenue Bond Fund - Baldwin Piano & Organ Company Project " -
The fund created by Section 501 of the Indenture into which .
moneys are to be deposited and out of which disbursements are
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to be made for paying the principal of , premium , if any , and
interest on the Bonds in the manner and for the purposes
specified in Article V of the Indenture . j
" Bonds " - The City of Fayetteville , Arkansas Industrial
Development Revenue Bonds - Baldwin Piano & Organ Company
Project , issued under and secured by the Indenture and to be
delivered in series from time to time . In addition , for
purposes of this Lease Agrement the term Bonds shall include ,
unless otherwise expressly provided , the Note for the interim
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period during which the same shall be outstanding pending
issuance of the Series 1980 Bonds .
"Code " - The Internal Revenue Code of 1954 , as amended .
" Construction Fund " or " Industrial Development Revenue
Bond Construction Fund - Baldwin Piano & Organ Company Project "
The fund created by Section 601 of the Indenture into which
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the portion of the proceeds of the sale of the Note specified
in Section 601 is to be deposited and out of which disburse -
ments are to be made for Project costs in the manner and for
the purposes specified in Article VI of the Indenture .
" Excess Bond Fund Moneys " - Moneys in the Bond Fund at
any time , from any source , in excess of the amounts required
for payment of interest , premiums , if any , and principal that
will mature prior to the next Basic Rent payment date ( set
forth in Section 303 ( a ) ( 1 ) ) and interest , premium , if any , and I
principal of Bonds that have matured but have not been pre -
sented for payment .
" Indenture " or " Trust Indenture " - The Trust Indenture
between the City and the Trustee , of even date herewith , which
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is recorded in the officeof the Circuit• Clerk and Ex-Officio
Recorder of Washington County , Arkansas and which sets forth
the details pertaining to the Bonds , the provisions pertaining
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to the issuance of additional bonds , the nature and extent of
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the security and the rights , duties and obligations of the
City , the Ttustee and the holders and registered owners of the
Bonds and terms under which the Bonds are secured .
" Lease Agreement " - The within Lease and Agreement
between the City as Lessor and the Lessee .
" Lease term " or " term " - The initial term of the Lease
Agreement set forth in Section 302 .
" Leased Premises " - The lands , buildings , improvements ,
machinery , equipment and facilities covered by the Lease
Agreement and defined in Section 301 hereof .
" Lessee " or " Company " - Baldwin Piano & Organ Company , an
Ohio corporation , and any assignee that assumes the obliga-
tions of the Lessee pursuant to the provisions of this Lease
Agreement .
" Lessor " - The City of Fayetteville , Arkansas , a city of
the first class and located in Washington County , Arkansas .
" Note " - The City of Fayetteville , Arkansas Bond Antici -
pation Note issued under and secured by the Indenture .
" Permitted Encumbrances " - - ( i ) This Lease Agreement and
the Trust Indenture , ( ii ) utility , access and other easements
and rights of way , restrictions , reversions and exceptions
that the Lessee certifies will not interfere with or impair
the operations being conducted in the Project , ( iii ) such
minor defects , irregularities , encumbrances , easements , rights
of way and clouds on title as normally exist with respect to
properties similar in character to the Project , and as do not
materially impair the property affected thereby for the pur-
pose for which it was acquired or held by the City , and ( iv ) an
outstanding first mortgage and assignment of interest securing
indebtedness in the original amount of $ 1 , 465 , 000 dated December
22 , 1975 .
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"Project" - The lands, buildings, improvements, machinery,
equipment and facilities financed out of proceeds of the Bonds
and leased under this Lease Agreement.
"Project costs" - The costs of acquisition, construction,
reconstruction and equipping the Project described in Section
203 of thisJkease Agreement.
"Project machinery and equipment" - The machinery and
equipment owned by Lessor and leased to Lessee by this Lease
Agreement and specifically defined in Section 301(d) of this
.Lease Agreement.
"rent" or "rents".- The Basic Rent (provided for in
Section 303(a)(1) hereof) and the Additional Rent (provided
for in Section 303(b) hereof), unless the context clearly
indicates both are not intended.
"Series 1980 Bonds" - The initial series of Bonds being
issued under and secured by the Indenture in the principal
amount of.$1,200,000.
t"Treasury Regulations" - Regulations issued by the
Department of the Treasury or the Internal Revenue Service and
regulations which have been officially proposed by the Depart-
ment of the Treasury or the Internal Revenue Service pending
issuance of final regulations.
"Trustee" - The Trustee for the time being, whether
original or successor, with the original Trustee being Bankers
Trust Company, New York, New York.
"Underwriter" - Edward D. Jones & Co., Maryland Heights,
Missouri, or such other registered broker dealer as is select-
ed by agreement between the Lessor and the Lessee.
Section 102 - Use of Words. Words of the masculine
gender shall be deemed and construed to include the correlative
words of the. feminine and neuter genders. Unless the context
shall otherwise indicate, words shall include the plural, as
well as the singular, number.
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ARTICLE II
CONSTRUCTING AND EQUIPPING OF PROJECT
Section 201 - Constructing and Equipping of Project. The
Lessee has undertaken and will complete the acquiring, con-
structing and equipping of the Project and has executed, or
will execute necessary contracts and purchase orders therefor.
The Lessee shall be reimbursed out of the Construction Fund
for all expenditures made by it in connection with the acquir-
ing, constructing and equipping of the Project. Title to the
lands, improvements, machinery, equipment and facilities paid
dut of the Construction Fund (either by direct payment or by
• virtue of reimbursement to the Lessee) shall be placed in the
• Lessor. Lessee may amend, modify, authorize or undertake any
changes, alterations, extras or additions to or from any
contracts and purchase orders.
Lessee, with the cooperation of Lessor when necessary,
shall obtain all necessary approvals from any and all govern-
mental agencies requisite to the constructing and equipping of
the Project, and the Project shall be constructed and equipped
in compliance with all state and local laws, ordinances and
regulations applicable thereto.. All requests, approvals and
agreements required on the part of Lessor and on the part of
Lessee shall be in writing, signed by the authorized represen-
tative of the party making such request, granting such approval
or entering into such agreement. The Lessor and Lessee shall,
concurrently with the delivery of this Lease Agreement, notify
each other of the representatives of each (the "Authorized
Lessor Representative" and the "Authorized Lessee Representa-
tive").. It is agreed that each party may have more than one
representative and may change the representative or represen-
tatives from time to time, with each such change to be in
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writing forwarded to the other party. The representative of
each party so designated shall be authorized to enter into and
execute any contracts or agreements or to grant any approvals
or to take any action for and on behalf of the party hereto
represented-J�y him, and the other party to this Lease Agree-
ment shall be entitled to rely upon the representative as
having full authority to bind the party hereto represented by
him.
Section 202 - Insurance to be Maintained on Project
Suring Construction. Lessee agrees that there shall be in
gull force and effect at all times during the acquiring,
constructing and equipping of the Project the usual insurance
coverage applicable to similar construction projects, includ-
ing builder's risk insurance, which shall be made payable to
the Lessor and the Lessee as their interests may appear with a
standard mortgagee clause payable to the Trustee as its inter-
est ihay appear.
Section 203 - Itemization of Project Costs; Issuance
of Additional Series; Bond Proceeds to be Deposited; Effective
Date and Amendment of Indenture. Costs incurred by Lessor and
Lessee under Section 201 hereof and in other sections of this
Article II shall be referred to as "Project costs" and it is
agreed that if Project costs exceed the available proceeds
received from the sale of the Bonds, the Lessee shall pay the
entire amount of any such excess. Project costs, as that term
is used in this Lease Agreement, may include all costs and
expenses of every nature incurred by Lessor, Lessee or others
in the acquisition, construction, reconstruction and equipping
the Project, all costs and expenses incidental thereto, and
all costs and expenses incurred in connection with the issuance
of the Bonds, including without limitation, the following:
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(1) All amounts paid for lands and paid under all
construction, engineering, architectural or other con-
tracts and all purchase orders;
(2) All amounts paid for extras, changes or addi-
tions;
(3) All payments incurred in acquiring and install-
ing machinery, equipment and other personal property;
(4) All amounts necessary to reimburse Lessee for
any payments, made by Lessee out of its own funds for
items of Project costs;
(5) All costs and expenses, including attorneys
fees, incurred by Lessor or Lessee in connection with the
authorization and issuance of the Bonds;
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herein, incurred by Lessor, Lessee or others pertaining
to the acquiring, constructing and equipping of the
Project;
(7) Such other additional fees, costs, expenses and
expenditures of whatever nature incidental or pertaining
to the Project and the issuance of the Bonds as may from
time to time be agreed upon by Lessor and Lessee as
constituting part of the Project costs;
provided, however, it is covenanted and agreed by Lessor and
Lessee that substantially all of the proceeds of the Bonds
must be expended for land or property subject to the allowance
for depreciation within the meaning of Section 103(b)(6) of
the Code and Treasury Regulations thereunder.
Moneys in the Construction Fund may be expended only to
make payment or reimbursement for Project costs incurred after
March 24, 1980.
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Lessor agrees that, subject to compliance with the condi-
tions of the Indenture pertaining thereto, it will execute and
deliver from time to time, pursuant to the written request of
the Lessee, Additional Bonds, and the Lessee shall have and
hereby assumes full responsibility for finding purchasers for
the Additional Bonds. Additional Bonds shall be issued in
accordance with the provisions of and pursuant to the condi-
tions set forth in the Trust Indenture pertaining thereto.
Proceeds derived from the sale of the Bonds and interest
or other earnings thereon shall be deposited in specified
funds, handled, invested and disbursed all in accordance with
the provisions of the Indenture.
It is agreed that the Indenture will be delivered and
will become effective simultaneously with this Lease Agreement
and\it is covenanted and agreed that so long as the Lessee is
not in default under the Lease Agreement, the Indenture shall
not be amended or supplemented without the approval of the
Lessee of the amendment or supplement being made.
Section 204 - Lessee to Have Peaceful and Quiet Enjoyment.
Lessor covenants that the Lessee, upon paying the rentals and
performing all covenants, obligations and agreements on the
part of Lessee to be performed under this Lease Agreement,
shall and may peaceably and quietly have, hold and enjoy the
Leased Premises for the term of this Lease Agreement.
Section 205 - Lessor Covenants to Enforce Contracts and
Correct Defective Work with Expenses Incurred Constituting Part
of Project Costs. (a) Lessor covenants that it will take any
action andinstitute any proceedings requested by Lessee or
cooperate with Lessee in the case of such proceedings insti-
tuted by Lessee, to cause and require all contractors and
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material suppliers to complete their contracts and orders
diligently in accordance with the terms of such contract or
orders, including, without limitation, the correcting of any
defective work. All expenses incurred by Lessor and Lessee
under this Section 205 may be considered part of the Project
costs as defined in Section 203. Lessor agrees that the
Lessee may, from time to time, in its own name, or in the name
of the Lessor, take such action as may be necessary or advis-
able, as determined by Lessee, to insure the completion of the
Project in accordance with the terms of contracts and orders,
to insure the peaceable and quiet enjoyment of the Leased
Premises for the term of the Lease Agreement.
(b) If and when requested by Lessee, Lessor will assign
and extend to Lessee any vendor's warranties received by
Lessor in connection with Project machinery and equipment
purchased for the Project, together with any warranties given
by contractors, manufacturers or service organizations who
perform construction work or
ment on the Leased Premises.
cute and deliver instruments
accomplish the foregoing and
reasonably requested by Less
the validation, preservation
ties.
install any machinery and equip -
If requested, Lessor will exe-
of assignment to Lessee to
take such other actions as
=e (at Lessee's expense) to insure
or extension of any such warran-
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ARTICLE III
DEMISING CLAUSES, DURATION OF LEASE TERM AND
RENTAL PROVISIONS
Section 301 - Demise of Leased Premises. Lessor, for and
in consideration of the rents, covenants and agreements herein
reserved, mentioned and contained, on the part of the Lessee
to be paid, kept and performed, agrees to and does hereby
lease to Lessee, and Lessee agrees to, and does hereby lease,
take and hire from Lessor, subject to the terms, conditions
and provisions of this Lease Agreement expressed, the following:
(a) The lands situated in Washington County,
Arkansas, described in Exhibit A attached hereto (the
"lands");
'(b) The buildings, structures and other improve-
ments now or at any time hereafter erected and installed
on the lands (the "improvements");
(c) All accretions, easements, rights of way and
appurtenances belonging or in any wise appertaining to
the lands and/or the improvements described in (a) and
(b) above; and
(d) All machinery, equipment and other personal
property of every kind and nature whatever acquired by
Lessor and paid for out of the Construction Fund and
placed on or in the lands and/or the improvements described
in (a) and (b) above, or elsewhere, including, without
limitation, all replacements and substitutions which
become the property of the Lessor pursuant to the provi-
sions of this Lease. Agreement. All such machinery,
equipment and other personal property shall be identified
in a ledger, one copy of which shall be filed with the
Trustee and one copy maintained by Lessee on the Leased
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Premises and shall be marked by an appropriate tag or
other device as being the property of the Lessor; provided,
however, the failure to so tag or mark shall not prevent
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any item of Project machinery and equipment from becoming
part of the Project machinery and equipment if, pursuant
to the provisions hereof, it should be part thereof. The
machinery, equipment and other personal property leased
hereby shall be referred to herein as "Project machinery
and equipment."
The properties described in (a), (b), (c) and (d) above
are herein collectively referred to as the "Leased Premises."
TO HAVE AND TO HOLD the Leased Premises unto the Lessee
for the terms of this Lease Agreement as hereafter set forth.
Section__302 - Term of Lease Agreement. The initial term
of this Lease Agreement shall commence on
'
19$0,and shall continue until , 200, and
as long thereafter as any of the Bonds remain outstanding
under the Indenture.
Section 303 - Basic Rent; Additional Rent; Absolute and
Unconditional Obligation to Pay Basic Rent and Additional Rent.
(a) Basic Rent.
(1) Lessee covenants to pay to Lessor, in the manner
hereinafter provided in Section 304, Basic Rent semiannually
in the amounts necessary to pay interest on all outstanding
Bonds as the same become due under the provisions of•the
Indenture. Basic Rent shall be payable fifteen (15) days
prior to each interest payment date set out in the Bonds until
the interest on the Bonds shall have been fully paid, or the
required provision made for the payment thereof in accordance
with the provisions of the Indenture.
I
i
LA -13
Basic Rent payments shall be reduced by the amount of any
Excess Bond Fund Moneys in the Bond Fund on each Basic Rent
payment date; provided, however, such Excess Bond Fund Moneys
shall not be credited against the Basic Rent payments (i) if
such Excess Bond Fund Moneys are designated by the Lessee
pursuant to Section 2309 hereof to be used by the Trustee for
the redemption of Bonds, or for the purchase of Bonds on the
open market, or (ii) if such credit would result in a reduc-
tion of Basic Rent which would affect the tax exempt status of
interest on the Bonds for federal income tax purposes. In the
event a Basic Rent payment date falls on a non -banking day of
the Trustee, the Basic Rent payment involved shall not be due
and payable until the time of opening of business on the next
succeeding day thereafter that is a banking day.
It -is hereby agreed that when Additional Bonds are issued
and delivered,, a Supplemental Lease Agreement will be executed
and delivered by and between the Lessor and Lessee which shall
specify that the Basic Rent is increased by the amount neces-
sary to provide for the debt service requirements on the
r I
LA -14
Additional Bonds and any other provisions necessary or desir-
able in connection -with the issuance of the Additional Bonds.
(2) If, during any year while any of the Bonds shall be
outstanding, the Basic Rent shall be insufficient to pay the
r
interest on the Bonds as the same become due, the amount of
the insufficiency shall be paid by the Lessee as additional
Basic Rent. If at any time the amount in the Bond Fund,
hereinabove referred to and hereafter described in Section
304, is sufficient to pay in full the principal of, premium,
if any, interest on, and, if redemption is involved, redemption
expenses in connection with all of the outstanding Bonds, then
. no further Basic Rent shall be payable hereunder. If any
moneys remain in the Bond Fund after payment or the making of
provisions for payment in accordance with the provisions of
Article IX of the Indenture,.of principal of, premium, if any,
i,nterest on, and, if redemption is involved, redemption
expenses in connection with all outstanding Bonds, such
remaining moneys shall be refunded to Lessee as excess Basic
Rent.
(b) Additional Rent. During the term hereof, Lessee
shall pay as Additional Rent the Paying Agent's fees and ex-
penses and charges payable to the Trustee, any expenses which
are required to be incurred by Lessor pursuant to the provi-
sions of the Lease Agreement or the Indenture, the payment of
which is not otherwise provided for out of revenues derived
from the Project pursuant to applicable provisions of the
Lease Agreement or the Indenture, the redemption premium if
any, and interest on any Bonds required to be redeemed by
Lessor pursuant to Section 301 of the Indenture, and all
impositions (as defined in Section 401 hereof), expenses,
liabilities, obligations and other payments of whatever nature
which Lessee has agreed to pay or assume under the provisions
of this Lease Agreement. If at any time any amounts paid by
LA -15
Lessee as Additional Rent hereunder are or become in excess of
the amounts required for the purpose for which they were paid,
such excess amounts shall be refunded to the Lessee.
(c) se long as any of the principal of, premium, if any,
and interest on the Bonds shall not have been paid or provided
for in accordance with the provisions of the Indenture,
Lessee's obligation to pay Basic Rent and Additional Rent
shall be absolute and unconditional and the Basic Rent and the
Additional Rent shall be certainly payable on the dates or at
the times specified, and without abatement or set-off, and
regardless of any contingencies whatsoever, and notwithstand-
ing any circumstances or occurrences that may now exist or
that may hereafter arise or take place, including, but without
limiting the generality of the foregoing:
(1) The unavailability of the Leased Premises, or
\ any part thereof, for use by the Lessee at any time by
'reason of the failure to complete the Project by any
particular time or at, all or by reason of any other
contingency, occurrence or circumstances whatsoever;
(2) Damage to or destruction of the Leased Premises,
or any part thereof;
(3) Legal curtailment of Lessee's use of the Leased
Premises, or any part thereof;
(4) Change in Lessor's legal organization or status;
(5) The taking of title to or the temporary use of
the whole or any part of the Leased Premises by condem-
nation;
LA -16
(6) Any assignment under the provisions of Article
is
N
XVI including, without limitation, an. assignment as part
of a transaction involving a merger, consolidation or
sale of all or substantially all of Lessee's assets, as
provided in Section 1601; subject, however, to the pro-
visions of Section 1601 that performance by an assignee
or sublessee shall be considered as performance pro tanto
by Lessee;
(7) Any termination of this Lease Agreement for any
reason whatsoever, including, without limitation, termina-
tion under Article XIX.hereof;
(8) Failure of consideration or commercial frus-
tration of purposes;
(9) Any change in the tax or other laws of the
United States of America or of the State of Arkansas; or
(10) Any default of the Lessor under this Lease
Agreement, or any other fault or failure of the Lessor
whatsoever.
Lessee covenants that it will not enter into any contract,
indenture or agreement of any nature whatsoever which shall in
any
way
limit, restrict
or prevent
Lessee from
performing any
of
its
obligations under
this Lease
Agreement.
Section 304
- Method
of
Payment
of
Basic
Rent
and
Additional Rent.
Payments
of
Basic
Rent
shall
be
made to
Lessor by Lessee remitting the same directly to the Trustee,
for the account of Lessor, and shall be deposited by the
Trustee in the Bond Fund provided for in the Indenture, to be
used by the Trustee as provided in the Indenture. Lessor
agrees at Lessee's request to cause the Trustee to furnish to
Lessee at reasonable intervals an accounting of the funds in
e
I - I
LA -17
the Bond Fund, including the amount of Bonds paid.and outstand-
ing. Additional Rent specified in Section 303(b) shall be
paid by Lessee remitting the same directly to the Trustee, for
the account of Lessor, in the case of the Paying Agent's fees,
the Trustee', expenses and charges and redemptions required
under Section 301 of the Indenture, and either making direct
payment in the case of impositions and other costs, expenses,
liabilities and payments assumed and agreed to be paid by
Lessee under this Lease Agreement, or reimbursing Lessor or
Trustee, if, pursuant to the provisions of this Lease Agree-
ment, Lessor or Trustee shall have made payment thereof.
4 -
LA -18
ARTICLE IV
TAXES AND ASSESSMENTS (IMPOSITIONS)
Section 401 - Taxes and Assessments (Impositions).
Subject to the provisions of Section 402, Lessee shall pay all
taxes and assessments, general and specific, if any, levied
and assessed on the Leased Premises during the term, and all
water and sewer charges, assessments, and other governmental
charges and impositions whatsoever, foreseen and unforeseen,
which if not paid when due, would impair the lien of the
Indenture on the Leased Premises or the security of the Bonds,
encumber Lessor's title, or impair the right of the Lessor and
the Trustee to receive the rents hereunder or in any manner
whatsoever diminish the amounts thereof, all of which are
herein called "impositions"; provided, however, that any
imposition relating to a fiscal period of the taxing authority,
part of which extends beyond the term, shall be apportioned as
of the expiration of the term. Lessor shall promptly forward
to Lessee any notice, bill or other statement received by
Lessor concerning any impositions. Lessee may pay any imposi-
tion in installments if so payable by law, whether or not
interest accrues on the unpaid balance.
Section 402 - Leased Premises Exempt from Ad Valorem
Taxes; Contest of Attempted Levy Authorized. The parties
hereto recite knowledge of the decision of the Supreme Court
of the State of Arkansas in Wayland v. Snapp, 232 Ark. 57, 334
S.W.2d 633 (1960), concerning the exemption of properties
owned by municipalities and used for securing and developing
industry under and pursuant to the provisions of Act No. 9.
Lessor covenants that it will not part with title to the
Leased Premises or any part thereof during the term or take
LA -19
any other affirmative action which may reasonably be construed
as tending to cause or induce the levy or assessment of ad
valorem taxes on the Leased Premises.
Lessor has represented to Lessee and the Lessor and. the
Lessee acknowledge that under their and other interpretations
of present law, no part of the Leased Premises will be subject
to ad valorem taxation by the State of Arkansas or by any
political or taxing subdivision thereof, and these factors,
among others, materially induced the Lessee to enterinto this
Lease Agreement. However, the Lessee will pay all impositions,
if any, in connection with the Project, which may be lawfully
levied or assessed upon the Leased Premises, when the same
shall become due; provided, however, that Lessee may contest
any such impositions and need not pay during the pendency of
such contest except the Lessee shall in all events, pay to
prevent the Leased Premises from becoming subject to loss or
forfeiture. The Lessor hereby agrees that it will cooperate
with the Lessee in resisting any such impositions if and to
whatever extent the Lessee may request; provided, in no event
shall the Lessor be obligated to make payment of any ad valorem
tax claim asserted against the Leased Premises or to incur
defense costs with respect thereto.
C
r I
LA -20
ARTICLE V
TAMCnP➢MCF
Section 501 - Insurance Required. A. Lessee shall, at
Lessee's sole cost and expense, keep the Leased Premises
insured:
(i) Against the perils of fire and the hazards
ordinarily included under broad form extended
coverage endorsements in amounts necessary to
prevent the application of the co-insurance provi-
sions of the applicable policies but not less than
80% of the full insurable value thereof within the
terms of applicable policies.
(ii) If there are boiler or pressure vessels, from
boiler or pressure vessel explosion in an amount
customarily carried in the case of similar indus-
trial operations:
As used in this Section 501, "full insurable value" means
such value as shall be determined from time to time at the
request of Lessor, Lessee or Trustee (but not more frequently
than once in every forty-eight (48) months) by one of the
insilrers selected by Lessee.
B. At all times during the Lease term, Lessee shall, at
no cost or expense to Lessor, maintain or cause to be main-
tained:
(i) General Public Liability insurance against
claims for bodily injury or death occurring
upon, in or about the Leased Premises, with
such insurance to afford protection to the
limits of not less than $500,000 in respect of
bodily injury or death to any one person and to
the limit of not less than $1,000,000 in respect
of any one accident; and
(ii) Property damage insurance against claims
for damage to property occurring upon, in or
about the Leased Premises with such insurance
to afford protection to the limit of not less
than $100,000 in respect of damages to the
property of any one owner.
C. The insurance required by this Article V shall be
maintained in full force and effect at all times during the
term of this Lease Agreement, except:
J
LA -21
(i) The insurance required by Section 501
A.(i) need not be placed in force and effect
until the completion of the construction of �+
the Project, provided, however, that in no
event shall the insurance required by Section
501 A.(i) be placed into force and effect
later than the expiration of insurance carried
pursuant to the provisions of Article II
hereof, with the end in view of having full
insurance coverage at all times.
(ii) The insurance required by Section 501 B.
need not be placed into force and effect until
Lessee occupies the Project, either upon
completion or before completion in the event
Lessee undertakes to perform work or store
materials and supplies in the Project prior to
completion as permitted by the provisions of
Article II hereof.
D. Copies of certificates of the insurance provided for
by this Article V or elsewhere in this Lease Agreement shall
be delivered by Lessee to the Lessor and the Trustee. And, in
the case of expiring policies throughout the term, copies or
certificates of any new or renewal policies shall be delivered
by Lessee to Lessor and the Trustee. At the time of the
delivery of this Lease Agreement, copies or certificates of
all insurance meeting the requirements of this Lease Agreement
shall be delivered to the Trustee.
E. Policies of insurance provided for in Section 501 A.
of this Article V shall name the Lessor and the Lessee as
insureds as their respective interests may appear, provided,
however, that the Trustee shall also be named as a party
insured pursuant to a standard mortgagee clause as its interests
may appear.
F. All insurance required by this Section 501. shall be
effected with insurance companies qualified to do business in
the State of Arkansas selected by the Lessee and acceptable to
the Trustee. Lessee shall cause appropriate provisions to be
inserted in each insurance policy making each policy noncan -
LA -22
cellable without at least ten (10) days prior written notice
to Lessor, Lessee and the Trustee. Also, it. is agreed that no
claim shall be made and no suit or action at law or in equity
shall be brought by the Lessor or by anyone claiming by,
through or under Lessor, against Lessee for any damage to the
Leased Premises covered by the insurance provided for by this
Article V, however caused, but nothing in this Subsection F
shall diminish Lessee's obligation to repair or rebuild as
provided in Article XIV hereof. The Lessee shall have the
sole right and responsibility to adjust any loss with the
insurer involved and to conduct any negotiations in connection
therewith.
i-I
LA -23
ARTICLE VI
REPAIRS AND MAINTENANCE OF
PREMISES AND ALTERATIONS
Section 601 - Lessee Obligated to Maintain Buildings and
Improvements. Lessee shall throughout the Lease term, at no
cost and expense to Lessor, maintain, or cause to be main-
tained, and at the expiration of the Lease term subject to the
provisions of Article XX hereof, yield up or cause to be
yielded up, in good and tenantable repair, order and condition,
reasonable wear and tear excepted, the improvements now or at
any time erected on the lands included in the Leased Premises
and promptly at no cost and expense to Lessor make or cause to
be made all, necessary repairs, interior and exterior, structural
and non-structural, foreseen as well as unforeseen to such
I.
mprovements.
Section 602 - Lessee Has Right to Make Additions, Altera-
tions and Changes. Lessee shall have the right from time to
time to make additions, alterations and changes in or to the
improvements constituting part of the Leased Premises and
shall have the right to construct any improvements. It is
understood and agreed that in the event Lessee makes any
additions, alterations and changes in or to the improvements
constituting part of the Leased Premises as authorized by this
Section 602, the Lessee shall be under no obligation at the
expiration of the term to restore the Leased Premises to their
original condition prior to such additions, alterations or
changes.
Section 603 - Structural Improvements and Alterations
Become Property of Lessor; Machinery, Equipment and Other
Property Installed at Lessee's Expense Remain Its Property
F]
LA -24
With Right of Removal. All structural improvements and altera-
tions made on the Leased Premises by or on behalf of Lessee
shall immediately upon completion thereof be and become the
f
property of the Lessor without payment therefor by Lessor but
subject to this Lease Agreement. All machinery and equipment,
trade fixtures, movable partitions, furniture and furnishings
and other property installed at the expense of Lessee, exclud-
ing Project machinery and equipment as defined in Section
301(d) hereof, shall remain the property of the Lessee with
the right of removal, whether or not affixed and/or attached
to the real estate, and the Lessee shall, so long as it is not
in default hereunder, be entitled but shall not be obligated
to remove'the same, or any part thereof, during the term, or
Within a reasonable time thereafter, but Lessee shall at its
dwn cost and expense repair any and all damages to the Leased
Premises resulting from or caused by their removal therefrom.
Section 604 - Property on Leased Premises at Sole Risk
of Lessee. All property of any kind which may be on the
Leased Premises (whether belonging to the Lessor, Lessee or to
any third person) shall be at the sole risk of Lessee and
those claiming by, through or under Lessee, and Lessor shall
not be liable to Lessee or to those claiming by, through or
under Lessee or to said third persons for any injury, loss or
damage to any person or property on the Leased Premises.
Section 605 - Lessee Obligated to Maintain Project
Machinery and Equipment. Lessee shall throughout the Lease
term, at no cost and expense to Lessor, maintain or cause to
be maintained, and, subject to the provisions of Article XX
and XXV hereof, at the expiration of the Lease term yield up,
or cause to be yielded up, in good repair, order and condition,
reasonable wear and tear excepted, the Project machinery and
equipment.
LA -25
ARTICLE VII
USE OF LEASED PREMISES - COMPLIANCE WITH ORDERS, ETC. r'
Section 701 - Permitted Use of Leased Premises and r
Compliance With Laws, Etc. Subject to the following provisions
of this Section 701, Lessor and Lessee agree that Lessee may
use the Leased Premises for any lawful purpose. Lessee shall
during the Lease term promptly comply with all valid statutes,
laws, ordinances, orders, judgments, decrees, regulations,
directions and requirements of all federal, state, local and
other governments or governmental authorities, now or hereafter
applicable to the Leased Premises. Lessee shall, however,
have the right to contest any of the foregoing, and if compli-
ance therewith may legally be held in abeyance during such
contest without incidence of any liens on the Leased Premises,
Lessee may postpone compliance until final determination of
suc�i contest, provided such contest shall be prosecuted with
due diligence; and even though a lien against the Leased
Premises may be incurred by reason of such non-compliance,
Lessee may nevertheless delay compliance therewith during
contests thereof, provided Lessee, if required, furnishes
Lessor and the Trustee reasonably satisfactory security against
any loss by reason of such lien and effectively prevents
foreclosure thereof. Lessee shall during the Lease term
comply with the mandatory requirements, rules and regulations
of all insurers under the policies required to be carried
under the provisions of this Lease Agreement.
Section 702 - Lessor's Covenant Not to Impose Burdensome
Laws, Etc. Lessor covenants that, to the full extent permitted
by law, it will not attempt to impose upon the use or occupancy
of the Leased Premises by the Lessee any laws, ordinances,
rules or regulations more burdensome or restrictive than those
in effect upon the date of execution of this Lease Agreement.
LA -26
ARTICLE VIII
WORK PERFORMED BY LESSEE
Section 801 - Obligations of Parties Concerning Work
r
on Leased Premises and Obtaining Necessary Permits. Lessee
shall not do or permit others under its control to do any work
on the Leased Premises related to any repair, rebuilding,
alteration of or addition to the improvements constituting
part of the Leased Premises unless Lessee shall have first
procured and paid for all requisite municipal and other govern-
mental permits and authorizations. Lessor shall join in the
application for any such permit or authorization whenever
required, but Lessee shall indemnify and hold Lessor harmless
against and'from all costs and expenses which may be thereby
incurred by Lessor. All such work shall be done in a good and
workmanlike manner and in compliance with all applicable
bui�ding, zoning and other laws, ordinances, governmental
regulations and requirements and in accordance with the reason-
able requirements, rules and regulations of all insurers under
the policies required to be carried by the provisions of this
Lease Agreement.
LA -27
ARTICLE IX
MECHANICS' LIENS
Section 901 - Lessee to Keep Leased Premises Free of
Construction Liens. If any lien shall be filed against the
interest of Lessor, Lessee or the Trustee in the Leased Pre-
mises or asserted against any rents payable hereunder, by
reason of work, labor, services or materials supplied or
claimed to have been supplied on or to the Leased Premises at
the request or with the permission of Lessee, or anyone claim-
ing under Lessee, Lessee shall, within thirty (30) days after
receipt of notice of the filing thereof or the assertion
thereof against such rents, cause the same to be discharged of
record, or effectively prevent the enforcement or foreclosure
thereof against the Leased Premises or such rents, by contest,
payment, deposit, bond, order of Court or otherwise. Nothing
contained in this Lease Agreement shall be construed as con-
stituting the express or implied consent to or permission of
Lessor for the performance of any labor or service or the
furnishing of any materials that would give rise to any such
lien against Lessor's interest in the Leased Premises.
I
-I
LA -28
ARTICLE X
INDEMNIFICATION OF LESSOR AND TRUSTEE
Section 1001 - Indemnification of Lessor and Trustee.
r
Commencing with the completion of the Project or when the
Lessee takes possession if prior to the completion, Lessee
shall and hereby agrees to indemnify and save Lessor and the
Trustee harmless against and from all claims by or on behalf
of any person, firm or corporation arising from the conduct or
management of, or from any work or thing done on, the Leased
Premises during the term, and against and from all claims
arising during the Lease term from (a) any condition of the
Leased Premises, (b) any breach or default on the part of
Lessee in the performance of any of its obligations under this
Lease Agreement, (c) any act or negligence of Lessee or of any
of its agents, contractors, servants, employees or licensees,
or (d) any act or negligence of any assignee or sublessee of
Lessee, or of any agents, contractors, servants, employees or
licensees of any assignee or sublessee of Lessee. Lessee
shall indemnify and save Lessor and the Trustee harmless from
and against all costs and expenses incurred in or in connection
with any such claim arising as aforesaid, or in connection
with any action or proceeding brought thereon, and upon notice
from Lessor, or the Trustee, Lessee shall defend them or
either of them in any such action or proceeding.
LA -29
ARTICLE XI
LESSOR MAY PERFORM LESSEE'S OBLIGATIONS
Section 1101 - Lessor May Perform Lessee's Obligations;
Lessee to Reimburse Lessor for Costs and Expenses Incurred in
Doing So. If Lessee shall fail to keep or perform any of its
obligations as provided in this Lease Agreement in respect of
(a) maintenance of insurance, (b) payment of impositions, (c)
repairs and maintenance of the Leased Premises, (d) compliance
with legal or insurance requirements, (e) keeping the Leased
Premises lien free, or (f) making of any other payment or
performance of any other obligations, then Lessor may (but
shall not be obligated to do so), upon the continuance of such
failure on Lessee's part for thirty (30) days after written
hotice to Lessee, and without waiving or releasing Lessee from
any obligation, and as an additional but not exclusive remedy,
mak? any such payment or perform any such obligation (not
under circumstances where such payment or performance would
defeat any rights, herein specifically given to Lessee, to
withhold such performance or to contest such obligation to the
extent herein provided), and all sums so paid by Lessor and
all necessary incidental costs and expenses incurred by Lessor
in making such payment or performing such obligation shall be
deemed to be due Lessor from Lessee as Additional Rent and
shall be paid to Lessor on demand, or at Lessor's option may
be added to and be paid as part of any installment of Basic
Rent thereafter falling due, and if not so paid by Lessee,
Lessor shall have the same rights and remedies as in the case
of default by Lessee in the payment of the Basic Rent.
LA -30
ARTICLE XII
PUBLIC UTILITIES AND CHARGES r:
Section 1201 - Lessee to Pay Public Utility Charges.
Lessee agrees to pay or cause to be paid all charges for
water, gas,. sewer, electricity, light, heat or power, telephone
or other service used, rendered or supplied to or for the
Lessee upon or in connection with the Leased Premises through-
out the term of this Lease Agreement, and to indemnify Lessor
and save it harmless against any liability or damage on such
account.
3
LA -31
r
ARTICLE XIII
NSPECTION OF LEASED PREMISES BY LESSOR AND TRUSTEE r'
Section 1301 - Lessor and Trustee to Have Right of Inspec-
tion
Subject to Certain Restrictions. Lessee shall permit
Lessor and the Trustee or either of them, by their respective
authorized representatives, to enter the Leased Premises at
-all reasonable times during usual business hours for the
purpose of inspection, and for the performance of any work
therein made necessary by reason of Lessee's default under any
of the provisions of this Lease Agreement. Lessor may, during
the progress of any such work, keep and store on the Leased
Premises all necessary materials, supplies and equipment and
shall not be liable for reasonable inconvenience, annoyance,
disturbance, loss of business or other damage to Lessee suffered
by reason of the performance of any such work or the storage
of materials, supplies or equipment.
LA -32
ARTICLE XIV
DAMAGE AND DESTRUCTION
Section 1401 - Lessee to Restore in Event of Damage or r
Destruction Application of Insurance Moneys. A. Lessee
covenants and agrees that in the event of damage to or destruc-
tion of the Leased Premises, or any part, thereof, by fire or
other casualty, the Lessee shall immediately notify the Lessor
and the Trustee. If the damage is in the amount of $100,000
or less, Lessee shall proceed to restore, repair, rebuild or
replace the Leased Premises to the same extent, if any, required
so that in the judgment of the Lessee, the Leased Premises are
suitable for use for Lessee's purpose under this Lease Agree-
ment subject to such alterations as Lessee may elect to make
in conformity with the provisions of Article VI hereof. if
the damage exceeds $100,000, Lessee shall, at no cost or
expense to Lessor •or Trustee, proceed to restore, repair,
rebuild or replace the Leased Premises as nearly as possible
to the condition they were in immediately prior to such damage
or destruction, subject to such alterations as Lessee may
elect to make in conformity with the provisions of Article VI
hereof. Any item of machinery and equipment acquired as a
replacement hereunder, or any item acquired, in whole or in
part, out of insurance proceeds under this Article XIV, whether
or not a replacement of or substitute for any, item of damaged
or destroyed machinery and equipment, if the insurance proceeds
with which such item of machinery and equipment was purchased,
in whole or in part, were derived from insurance on the prop-
erty which was part of the Project machinery and equipment,
shall be and become the property of Lessor and shall be part
of the Project machinery and equipment and subject to this
LA -33
Lease Agreement. Such restoration, repairs, replacements or
rebuilding shall be commenced promptly and prosecuted with
reasonable diligence.
B. All insurance money paid on account of such damage or
destruction shall be paid to the Trustee and applied as herein-
after set forth to the payment of the cost of the aforesaid
restoration, repairs, replacements or rebuilding, including
expenditures made for temporary repairs or for the protection
of property pending the completion of permanent restoration,
repairs, replacements, or rebuilding or to prevent interference
with the business operated thereon (sometimes referred to
herein
as
_the "restoration").
In the case
of damage involving
a loss
of
$100,000
or less,
the insurance
proceeds shall be
paid by the Trustee to the Lessee upon receipt by the Lessor
and the Trustee of a certificate signed by an officer of
Lessee that the restoration has been made, or is in the process
of being made in accordance with the provisions of Subsection
A hereof pertaining to Lessee's obligation to restore. In the
case of damage involving a loss of more than $100,000, the
insurance proceeds shall be paid by the Trustee to the Lessee
upon receipt by Lessor and the Trustee of:
A certificate signed by an officer of the Lessee:
(i) requesting payment of a specified amount of such
insurance proceeds;
(ii) detailing the progress of the restoration and repair
work;
(iii) stating that such specified amount does not exceed
the estimated cost of the work and materials in connection
with the restoration, including as part thereof the
estimated fees of any architect or engineer, if any; and
(iv) stating that no part of such cost has previously
been made the basis of any request for the withdrawal of
insurance proceeds under this Article.
F
LA -34
The Trustee shall have no responsibility as to the application
by the Lessee of the insurance proceeds. If requested by the
Lessee, all insurance proceeds delivered to the Trustee pur-
suant to the terms of this Lease Agreement shall be held by
the Trustee in a separate account in trust for the Lessee,
subject to the provisions of this Article XIV.
If the insurance money shall be insufficient to pay all
costs of the restoration, the Lessee shall pay the deficiency
and shall nevertheless proceed to complete the restoration and
pay the cost thereof. Any balance of the insurance proceeds
remaining over and above the cost of the restoration shall be
paid by the Trustee into the Bond Fund upon receipt by the
Lessor and the Trustee of certificates as required by this
Article to the effect that the restoration has been completed
and that all payments due the Lessee out of such insurance
proceeds have been made.
The total amount collected under any and all policies of
insurance covering such damage or destruction shall be placed
in a special fund and the same may be invested in any invest-
ments in which moneys in the Construction Fund may be invested
under the Indenture. Such investments shall be made by the
Trustee as directed and designated by an Authorized Lessee
Representative.
Section 1402 - No Diminution in Lessee's Obligation to
Pay Basic Rent and Perform Other Covenants. Lessee's obliga-
tion to make payment of the Basic Rent and all other covenants
on the part of Lessee to be performed shall not be affected by
any such destruction or damage, and Lessee hereby waives the
provisions of any statute or law now or hereafter in effect
contrary to such obligation of Lessee as herein set forth, or
which releases Lessee therefrom.
LA -35
Section 1403 - Lessee not Obligated to Restore if Pur-
base Option Exercised or All Outstanding Bonds Paid. Notwith-
standing
Article XIV, Lessee shall not be required to repair, restore,
replace or rebuild the Leased Premises, or any part thereof,
(a) if Lessee, pursuant to the provisions of Article XX hereof,
shall elect to purchase the Leased Premises and shall proceed
to pay the specified purchase price or (b) if the full amount
necessary under the provisions of the Trust Indenture to pay
or redeem all outstanding Bonds shall have been paid and
Lessee has not elected to purchase the Leased Premises. If
Lessee shall so elect to purchase, the proceeds of all insur-
ance may be' -used as part of the purchase price and upon the
request of Lessee shall be so applied. If there be any excess
insurance proceeds over and above the amount necessary to pay
thetpurchase price, such excess shall be paid to and shall
belong to the Lessee. If Lessee shall have paid the full
amount necessary to pay or redeem all outstanding Bonds, any
insurance proceeds shall be paid to and shall belong to Lessee.
r3
i
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ARTICLE XV
CONDEMNATION
Section 1501 - Rights of Parties in Event of Condemna-
tion; Bonds Protected in Any Event. A. If during the term of
this Lease Agreement title to all or substantially all of the
Leased Premises shall be taken or condemned by a competent
authority for any public use or purpose, the net amount awarded
as damages or paid as a result of such taking (being the gross
award less attorneys' fees and other expenses and costs incur-
red in the condemnation proceedings, hereinafter referred to
as the "net award") shall be used on the next redemption date
to pay in accordance with the provisions of the Indenture, the
entire principal, premiums, if any, and interest on all Bonds
outstanding under the Indenture. If the net award, together
with the amount then in the Bond Fund, shall be insufficient
to ,pay in full, on the next redemption date the amount neces-
sary to pay all principal, premiums, if any, interest, Trustee's
and Paying Agent's fees, and all other costs of redemption on
all Bonds outstanding under the Indenture (all of which, for
purposes of this Section, shall be called "total bond redemp-
tion expense"), Lessee agrees to pay, promptly upon payment of
the net award, as Additional Rent hereunder, the amount by
which the total bond redemption expense shall exceed the net
award plus the amount then on deposit in the Bond Fund and
available for payment and redemption of the Bonds outstanding
under the Indenture. For purposes of this Article XV and of
Article XX, the term "title to all or substantially all of the
Leased Premises shall be taken or condemned" shall be deemed
to mean a taking of all of the Leased Premises or a taking of
such substantial portion of the Leased Premises that the
LA -37
Lessee, as determined by the Lessee in its sole discretion
cannot reasonably operate in the remainder in substantially �+
the same manner as before. In the event the net award, together
with any available amount in the Bond Fund, shall be in excess
of the amount necessary to pay the total bond redemption
expense, such excess shall belong to and be paid to the Lessee.
B. If less than substantially all of the Leased Premises
shall be taken or condemned by a. competent authority for any
public use or purpose, neither the Lease term nor any of the
obligations of either party under this Lease Agreement shall
be affected or reduced in any way, and
(i) Lessee shall proceed to repair, rebuild and
replace the remaining part of the Leased Premises
as nearly as possible to the condition existing
prior to such taking, to the extent that the same
may be feasible, subject to the right on the part
of the Lessee to make alterations which, in the
reasonable judgment of Lessee, will improve the
efficiency of the Leased Premises for the purposes
of Lessee's intended use under this Lease Agreement;
and
(ii) The net award shall be paid to the Trustee
and by it to the Lessee, and the Lessor hereby
assigns the same to the Trustee for the use of the
Lessee in repairing, rebuilding and replacing as
provided in (i) above. In such event, the net
award shall be transferred to the Lessee in the
same manner as is provided in Section 1401 hereof
with respect to insurance proceeds, provided that
the words "insurance proceeds" there referred to
shall for purposes of this subparagraph (ii) refer
to "net award" as defined in this Section 1501. If
the net award is in excess of the amount necessary
to repair, rebuild and replace as specified in (i)
above, such excess shall be deposited in the Bond
Fund or if there are no Bonds outstanding under the
Indenture the excess shall belong to and shall be
paid to the Lessee. If the net award is less than
the amount necessary for the Lessee to repair,
rebuild and replace as set forth in (i) above, the
Lessee shall nevertheless complete the repair,
rebuilding and replacement work and pay the cost
thereof.
C. In the event of a taking under either Subsection A or
B of this Section 1501, the Lessee shall have the right to
I-
LA -38
participate in and to prove in the condemnation proceedings
and to receive any award (by way of negotiation, settlement or'
judgment) which may be made for damages sustained by Lessee by
reason of the condemnation; provided, however, nothing in this
Subsection C shall be construed to diminish or impair in any
way Lessee's obligation under Subsection A of this Section
1501 to pay as Additional Rent the amount of any insufficiency
of the net award and the funds in the Bond Fund to pay the
total bond redemption expense as therein defined.
D. If the temporary use of the whole or any part of the
Leased Premises shall be taken by right of eminent domain,
this Lease_ Agreement shall not be thereby terminated and the
parties shall continue to be obligated under all of its terms
sand provisions and Lessee shall be entitled to receive the
entire amount of the award made for such taking, whether by
way of damages, rent or otherwise.
Section 1502 - Lessee Obligated to Continue Basic and.
Additional Rental Payments Until Condemnation Award Available.
In the event of a taking of all or substantially all of the
Leased Premises as provided in Section 1501 A hereof, the
Lessee agrees to continue to make payment of the Basic Rent
and the Additional Rent until the condemnation award shall be
actually received by the Lessor and the Lessee shall have
otherwise caused the total bond redemption expense to have
been paid as provided in Section 1501 A hereof.
Section 1503 - Lessee's Right to Exercise Options Con-
tinues in Force Notwithstanding Condemnation Proceedings.
Notwithstanding the fact that all or any part of the Leased
Premises shall be taken by right of eminent domain, Lessee
shall have the right to exercise any option granted to it by
Y
r I
LA -39
the provisions of Article XX hereof and the foregoing provi-
sions of this Article XV shall be construed in the light of
the effect of any option so exercised by Lessee. In the event
of the exercise of an option under Article XX and payment of
the required purchase price therefore, whether before or after
such taking, the net award shall belong to Lessee.
Section 1504 - Right of Lessee to Participate•in Con-
demnation Proceedings. Lessee shall have the sole right,
proceeding in the name of the Lessor, to handle defense of any
condemnation proceedings pertaining to or affecting the Leased
Premises or to handle the prosecution of any proceeding in
connection with a condemnation, pertaining to or affecting the
Leased Premises, and shall have the sole right, proceeding in
'the name of the Lessor, to negotiate any settlement or compen-
dation for a taking pertaining to or affecting the Leased
Premises and the Lessor agrees that it will cooperate with the
Lessee in such manner as the Lessee requests with the end in
view of obtaining the maximum possible amount justifiable as
damages for the taking. The Lessee shall have the right,
proceeding in its own name, to prove in the condemnation
proceedings and to receive any award (by way of negotiation,
settlement or judgment) which may be made for damages sustained
by Lessee by reason of the condemnation.
W
y
LA -40
ARTICLE XVI
ASSIGNMENT
Section 1601 - Assignment and Subletting Permitted but
Lessee Not•elieved
of
Obligations;
Assignment to Trustee
Permitted.
A. Lessee
may
assign
this Lease Agreement or
sublet the Leased Premises or part thereof provided that no
such assignment or subletting and no dealings or transactions
between the Lessor or the Trustee and any sublessee or assignee
shall relieve the Lessee of any of its obligations under this
Lease Agreement and Lessee shall remain as fully bound as
though no assignment or subletting had been made, and perform-
ance by any. assignee or sublessee shall be considered as
performance pro tanto by Lessee; provided, however, that
Lessee may assign this Lease Agreement, and be thereby relieved
of further obligation hereunder, in connection with a trans-
action involving merger, consolidation or sale as permitted
under Section 2310 hereof, provided the requirements thereof
are met.
B. It is understood and agreed that this Lease Agreement
(and the Leased Premises and rents hereunder) will be assigned
to the Trustee as security for the payment of the principal
of, premiums, if any, and interest on the Bonds but otherwise
the Lessor shall not assign, encumber, sell or dispose of all
or any part of its rights, title and interest in and to the
Leased Premises and this Lease Agreement, except to the Lessee
in accordance with the provisions of this Lease Agreement and
to the Trustee, but subject to the provisions of Article XVII
hereof, without the prior written consent of the Lessee.
_5
i I
LA- 41
ARTICLE XVII
PRIORITY OF LEASE
Section 1701 - Lease and Agreement Superior and Prior.
4 -
This Lease Agreement (and any amendment or supplement hereto
executed in accordance with and pursuant to the provisions of
this Lease Agreement) and the estate of Lessee hereunder are
and shall continue to be superior and prior to the Indenture
(and all supplements thereto).
LA- 42
ARTICLE XVIII
REMEDIES ARE CUMULATIVE - NO IMPLIED WAIVER
Section 1801 - Specific Relief; Remedies are Cumulative;
I.
No Implied Waiver. Lessor, Lessee and the Trustee shall each
be entitled to specific performance, and injunctive or other
appropriate equitable relief for any breach or threatened
breach of any of the provisions of this Lease Agreement,
notwithstanding the availability of an adequate remedy at law,
and each party hereby waives the right to raise such defense
in any proceeding in equity. The specific remedies provided
for in this Lease Agreement are cumulative and are not exclu-
sive of any other remedy. The failure of either party to
insist in -any one or more cases upon strict performance shall
pot be construed as a waiver or relinquishment for the future.
No acceptance of rents with knowledge of any default shall be
deemed a waiver of such default.
I'
'LA- 43
ARTICLE XIX
DEFAULT PROVISIONS
Section 1901 - Events of Default. The following shall be %
"events of..default" under this Lease Agreement and the terms
"event of default" or "default" shall mean, whenever they are
used in this Lease Agreement, any one or more of the following
events:
(a) Failure by the Lessee to pay the rents or any
part thereof when due which failure shall have
continued for a period of nine (9) days subsequent
to the due date for payment of such rents.
(b) Failure by the Lessee to observe and perform
any covenant, condition or agreement on its part to
be observed or performed, other than as referred to
in subsection (a) of this Section, (i) for a period
of thirty (30) days after written notice, specify-
ing such failure and requesting that it be remedied,
given to the Lessee by the Lessor or the Trustee
unless the Lessor and the Trustee shall agree in
writing to an extension of such time prior to its
expiration or (ii) for such longer period as may be
reasonably necessary to remedy such default provided
• t that the Lessee is proceeding with reasonable
diligence to remedy the same.
(c) The dissolution or liquidation of the Lessee
or the filing by the Lessee of a voluntary petition
in bankruptcy, or failure by the Lessee promptly to
lift any execution, garnishment or attachment of
such consequence as will impair its ability to
carry on its operations at the Leased Premises, or
the commission by the Lessee of any act of bank-
ruptcy, or adjudication of the Lessee as a bankrupt,
or assignment by the Lessee for the benefit of its
creditors, or the entry by the Lessee into an
agreement of composition with its creditors, or the
approval by a court of competent jurisdiction of a
petition applicable to the Lessee in any proceeding
for its reorganization instituted under the provi-
sions of the general bankruptcy act, as amended, or
under any similar act which may hereafter be enacted.
The term "dissolution or liquidation of the Lessee,"
as used in this subsection, shall not be construed
to include the cessation of the corporate existence
of the Lessee resulting either from a merger or
consolidation of the Lessee into or with another
corporation or a dissolution or liquidation of the
Lessee following a transfer of all or substantially
all of its assets as an entirety, under the condi-
tions permitting such actions contained in this
Lease Agreement.
3.
LA -44
Section 1902 - Remedies. Whenever any event of default
shall happen and then be continuing, the Lessor or the Trustee
may take any one or more of the following remedial steps:
(a) The Lessor, with the prior written consent of
the Trustee, or the Trustee may, at its option, de-
clare all installments of rent payable for the re-
mainder of the Lease term to be immediately due and
payable, whereupon the same shall become immediately
due and payable.
(b) The Lessor, with the prior written consent of
the Trustee, or the Trustee may re-enter and take
possession of the Leased Premises without termina-
ting this Lease Agreement, and sublease the Leased
Premises for the account of the Lessee, holding the
Lessee liable for the difference in the rent and
other amounts payable by the Lessee hereunder.
(c) The Lessor, with the prior written consent of
the Trustee, or the Trustee may terminate the term,
exclude the Lessee from possession of the Leased
Premises and use its best efforts to lease the
Leased Premises to another for the account of the
Lessee, holding the Lessee liable for all rent and
other payments due up to the effective date of any
such leasing.
(d) The Lessor or the Trustee shall have access to
1 and inspect, examine and make copies of the books
and •records relating to the Leased Premises.
(e) The Lessor, with the prior consent of the
Trustee, or the Trustee may take whatever action at
law or in equity may appear necessary or desirable
to collect the rent and any other amounts payable by
Lessee hereunder, then due and thereafter to become
due, or to enforce performance and observance of any
obligation, agreement or covenant of the Lessee
under this Lease Agreement.
Any amounts collected pursuant to action taken under this
Section 1902 shall be applied in accordance with the provi-
sions of the Indenture.
Section 1903 - Remedies Not Exclusive. No remedy. herein
conferred upon or reserved to the Lessor or the Trustee is
intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given under
.:
LA- 45
this Lease Agreement or now or hereafter existing at law or in
equity or by statute. No delay or omission to exercise any
right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof
but any such,. right or power may be exercised from time to time
as often as may be deemed expedient.
Section 1904 - Rental Damages and Reletting Handled as
Provided in Lease Agreement and Indenture. The foregoing
provisions of this Article XIX relating to the receipt of
moneys by Lessor as the result of an acceleration, upon a
reletting or otherwise are each to be construed as providing
that all such payments by Lessee or others shall be handled as
provided in -this Lease Agreement and in the Indenture.
Section 1905 - Determination of Taxability. Should there
occur a "Determination of Taxability" (the "Determination"),
as defined in Section 301(2) of the Indenture, the Lessee
shall immediately pay to the Trustee as advance payments
pursuant to the Indenture the amounts set out in Section
301(2) of the Indenture.
Upon.the redemption date of the Bonds under Section
301(2) of the Indenture, and providing there is on deposit in
the Bond Fund the total amount as required, such amount shall
constitute the total payments due the City and the holders of the
Bonds as a result of an occurrence of a Determination and of
an Event as defined in the Trust Indenture, if any and in
satisfaction of the Lessee's payment obligations under Section
303 and 2002 of this Lease Agreement.
The Lessee agrees that it will prepare and file, with
copies delivered to the Trustee, any statements required to be
filed by it in order to maintain the tax exempt status of the
I-
LA -46
interest on the Bonds, including, without limiting the fore-
-"S.
going, the supplemental statements required to be filed by
Treasury Regulations.
Sectioli 1906 - Lessor and Lessee Covenant not to take
any Action or Permit any Action Which May Cause Interest on
the Bonds to be Subiect to Federal Income Taxation. The
Lessor and the Lessee covenant that neither of them shall take
any action or suffer or permit any action to be taken or
condition to exist which causes or may cause the interest
,payable on the Bonds to be subject to federal income taxation.
Without limiting the generality of the foregoing, the Lessor
and the Lessee covenant that the proceeds of the sale of the
Bonds will not be used directly or indirectly in such manner
as to cause the Bonds to be treated as "arbitrage bonds"
within the meaning of Section 103(c) of the Code.
LA -47
ARTICLE XX
OPTIONS AND SALE
Section 2001 - Purchase Options. A. The Lessee shall
have the right and option to purchase the Leased Premises at
any time if
(i)
The Leased
Premises
shall sustain major damage
or
destruction;
or
(ii) Title to all or substantially all of the
Leased Premises shall be condemned as provided in
Article XV hereof; or
(iii) As a result of changes in the Constitution
of the United States or of the State of Arkansas,
or of legislative action, or by the final decree,
judgment or order of any court or administrative
body entered after Lessee's contest thereof in good
faith, or change in Lessor's legal organization or
status, this Lease Agreement becomes void or unen-
forceable or impossible of performance in accor-
dance with the intent and purposes of the parties
as expressed in this Lease Agreement, or unreason-
able burdens or excessive liabilities are imposed
upon either party to it; or
(iv) There is legal curtailment of Lessee's use
and occupancy of all or substantially all of the
Leased Premises for any reason other than condem-
nation referred to in subsection (ii).
The term "major damage or destruction" as used in sub-
section (i) is defined to mean any damage or injury to or
destruction of the Leased Premises or any part thereof (whether
or not resulting from an insured peril) such that the Leased
Premises cannot reasonably be restored to its condition imme-
diately preceding such damage, injury or destruction within a
period of seventy-five (75) working days, or which would
prevent Lessee from carrying on its manufacturing operations
therein for a period of seventy-five (75) working days or the
restoration cost of which would exceed the total amount of
insurance carried on the Leased Premises in accordance with
the provisions of Article V hereof, or such that it would not
be economically feasible for the Lessee to repair the Leased
3
�S�
Premises, as determined by the Lessee in its discretion.
B. At any time during the initial term or during any
extension term and for a period of ninety (90) days after the
expiration of the initial term or any extension term, if the
purchase options under the provisions of Subsection A of this
Section 2002 have not been exercised, Lessee also shall have
an unconditional right and option to purchase the Leased
Premises.
C. The purchase price payable if the Lessee exercises
Lessee's option to purchase the Leased Premises under the
provisions of Subsections A or B of this Section, shall be
paid in cash and shall be the full amount necessary under the
provisions of the Trust Indenture to pay or .redeem (on the
first date thereafter on which all outstanding Bonds may be
paid and redeemed after giving the necessary notice) all Bonds
outstanding under the Indenture (including, without limit-
ation, principal, premiums, if any, interest, expenses of
redemption and the Trustee's and Paying Agent's fees) and any
additional amount necessary to pay any sums owed pursuant to
Section 1905 hereof, if applicable, but after deduction of any
amount then in the Bond Fund and available for such payment
and redemption. In any case, if no Bonds shall be outstanding
under the Indenture at the time of purchase, the purchase
price of the Leased Premises shall be One Hundred Dollars
($100.00).
D. Any of the foregoing options may be exercised by
giving written notice to Lessor, with a copy to the Trusted,
of the exercise thereof specifying the time and place of
closing. At the closing, Lessor shall, upon payment of the
purchase price hereinabove specified, deliver to Lessee a
general warranty deed, bills of sale and other appropriate
LA -49
conveyance instruments transferring good and merchantable'
title to the Leased Premises free and clear of all liens and
encumbrances except those to which title was subject when
leased hereunder, Permitted Encumbrances under this Lease, or
resulting from any failure of Lessee to perform any of its
obligations under this Lease Agreement; provided, however,
that if such option is exercised under the provisions of
subparagraph A(ii) of this Section, such title may be subject
to the rights, titles and interests of any party having taken
or who is attempting to take title to or use of all of sub-
stantially all or part of the Leased Premises by eminent
domain.
Section 2002 - Purchase and Sale. A. If the Lessee has
not done so on or before thirty (30) days prior to the final
maturity date of the Series 1980 Bonds as set out in the Trust
Indenture, the Lessee hereby agrees to purchase from the
Lessor and the Lessor hereby agrees to sell to the Lessee, the
Leased Premises for a purchase price which shall be paid in
cash and which shall equal the aggregate principal amount plus
accrued interest of all of the Series 1980 Bonds issued and
outstanding under the Trust Indenture.
B. Closing shall take place on or before fifteen (15)
days prior to the final maturity of the Bonds as set out in
the Trust indenture. At the closing, Lessor shall, upon
payment of the purchase price hereinabove specified, deliver
to Lessee the documents set out in Section 2001 D hereof.
c. In the event that the Underwriter has not received
consideration for the purchase of the Series 1980 Bonds
sufficient to issue all the Series 1980 Bonds on or prior to the
due date of the Note, the Lessee hereby agrees to purchase
from the Lessor and the Lessor hereby agrees to sell to the
Lessee the Leased Premises for a purchase price which shall be
paid in cash and shall equal the aggregate principal amount
LA -SO
plus accrued interest of the Note.
D. Closing shall take place on the due date of the Note.
At the closing, Lessor shall, upon payment of the purchase
price hereinabove specified, deliver to Lessee the documents
set out in Section 2001 D hereof.
re -
r
Section 2003 - Prepayment of Purchase Price and Re-
demption of'8.onds. During the term hereof, Lessee shall
prepay in partial satisfaction of the purchase price it has
agreed to pay to the Lessor for the Leased Premises under
Section 2002 hereof, the principal amount of any Bonds re-
quired to be redeemed by Lessor pursuant to Section 301. of the
Indenture. The Lessee, if it is not in default in the payment
of any amounts due under this Lease Agreement, may prepay any
part of such purchase price and the Lessor agrees that the
Trustee mayacceptsuch prepayment on behalf of the Lessor
when the same is tendered by the Lessee. All amounts
prepaid pursuant to this Section 2003 shall be deposited in
the Bond Fund, shall constitute Excess Bond Fund Moneys, shall
be credited against said purchase price for the Leased Prem-
ises and shall be used for the redemption of outstanding Bonds
in accordance with the provisions of the Indenture, or, if the
Lessee so permits in writing for the purchase of Bonds on the
open market at any time for cancellation at a purchase price
not exceeding the principal amount of the Bonds being pur-
chased plus accrued interest to date (which interest payment
shall be considered as part of the next succeeding Basic Rent
payment). In the event that any payments are made by the
Lessee pursuant to this Section 2003, the Lessor shall forth-
with either itself take or cause the Trustee to take all steps
that may be necessary under the applicable provisions of the
Indenture (a) to effect redemption of such then outstanding
Bonds on such redemption date, as specified by the Lessee, to
the extent of available Excess Bond Fund Moneys if the Bonds
requested to be redeemed are then subject to redemption under
e
the provisions of the Indenture, or (b) to effect the purchase
of Bonds on the open market.
LA -51
ARTICLE XXI -
NOTICES
Section 2101 - Notices. All notices, demands and requests
which may or are required to be given by either party to the
other or to -the Trustee shall be in writing, and each shall be
deemed to have been properly given when served personally on
an executive officer of the party to whom such notice is to be
given, or when sent postage prepaid by certified mail by de-
posit thereof in a duly constituted United States Post Office
or branch thereof located in one of the present states of the
United States of America in a sealed envelope addressed as
follows:
If intended for Lessee:
President
Baldwin Piano & Organ Company
1801 Gilbert Avenue
Cincinnati, Ohio 45202
If intended for Lessor:
Mayor
City of Fayetteville
City Hall
Fayetteville, Arkansas 72701
If intended for Trustee:
Trust. Department
Bankers Trust Company
280 Park Avenue
New York, New York 10017
Any party or the Trustee may change the address and the
name of the addressee to which subsequent notices are to be
sent to it by notice thereof to the other parties, given as
aforesaid.
LA -52
ARTICLE XXII
RECORDING
-as
Section 2201 - Recording. This Lease Agreement and every
l
assignment and modification thereof shall be recorded in the
office of the Circuit Clerk and Ex -Officio Recorder of Wash-
ington County, Arkansas and the office of the Secretary of
State of Arkansas. The Lessee agrees that it will cause the
Trust Indenture, Lease Agreement, and all instruments supple-
mental thereto, to be kept, recorded and filed in such manner
and in such places (if any) as may be required by law in order
fully to preserve and protect the security of the bondholders
and the rights of the Trustee under the Trust Indenture. In
addition, the Lessee specifically agrees that it will from time
to time, file, or cause to be filed, all continuation statements
under the Arkansas Uniform Commercial Code, at such times and
in such manner as to preserve the security interests of the
Trustee in the Project created by the Trust Indenture.
LA -53
ARTICLE XXIII
GENERAL
Section 2301 - Arkansas Law Applicable. This Lease
Agreement shall be construed and enforced in accordance with
the laws of,,the State of Arkansas. Wherever in this Lease
Agreement it is provided that either party shall or will make
any payment or perform or refrain from performing any act or
obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such
payment or to perform, or not to perform, as the case may be,
such act or obligation. All factual representations set forth
in the whereas clauses of this Lease Agreement shall be con-
strued as
express
representations and
covenants on
the
part of
the party
to which
each such recital
is applicable
to
the same
extent as though otherwise set forth in this Agreement as an
express representation and covenant by that party. This Lease
Agreement constitutes a security agreement under the Uniform
Commercial Code of Arkansas.
Section 2302 - Severability. If any provision of this
Lease Agreement or the application thereof to any person or
circumstance shall, to any extent, be determined to be invalid
or unenforceable, the remainder of this Lease Agreement and
the application of its provisions to persons or circumstances
other than those as to which it has been determined to be
invalid or unenforceable, shall not be affected thereby, and
each provision of this Lease Agreement shall be valid and
shall be enforceable to the fullest extent permitted by law.
Section 2303 - Captions for Reference Only. The Article
captions in this Lease Agreement are for convenience and
reference only and in no way define, limit or describe the
scope or intent of this Lease Agreement or any part thereof,
or in any wise affect this Lease Agreement and shall not be
considered in any construction thereof.
6
LA -54
Section 2304 - Trustee's Rights Cease When Bonds and
Trustee's Fees Paid or Provided for. It is agreed that after
the Bonds are fully paid and discharged, or adequate provision
is made for their payment and discharge, and all proper and
reasonable fees and expenses of the Trustee and Paying Agent
are paid or adequate provision made for their payment, the
Trustee shall cease to have any right, title and interest in,
to or under this Lease Agreement. Thereafter, all rights of
approval or other rights herein specified with reference to
,the Trustee shall inure to the benefit of and be applicable to
Lessor.
Section 2305 - Enforcement Rights of Trustee. It is
agreed that in the event of any non-payment of rent by Lessee
or the failure or refusal by Lessee to observe, keep or perform
any other covenant, condition, promise or agreement set forth
in khis Lease Agreement to be observed, kept or performed by
the Lessee, the Trustee shall be entitled, in the name of the
Lessor, or in its own name (in accordance with the provisions
of the Trust Indenture), to enforce each and every right or
remedy herein accorded in this Lease Agreement to Lessor in
the event of the non-performance or non -observance by Lessee
of any such promise, covenant or agreement.
Section 2306 - Provisions Binding on Successors and
Assigns. The provisions of this Lease Agreement shall bind
and inure to the benefit of the parties hereto and their
respective successors, assigns and sublessees (it being
understood that assignments and subleasing are governed by the
provisions of Article XVI hereof).
Section 2307 - Trustee's Consent Required for Modifi-
cation. It is agreed that the Lessor and the Lessee shall not
r I
LA- 55
alter, modify or amend any of the terms of this Lease Agree-
ment without the prior written approval of the Trustee, which r`
consent will not be unreasonably withheld.
Section 2308 - Lessee Furnish Lessor, Trustee and
Underwriter Annual Reports. Lessee shall furnish to Lessor,
the Trustee and the Underwriter within 120 days after the end
of the preceding fiscal year, certified financial statements
including a balance sheet of. Lessee and of its parent, D. H.
Baldwin Company, an Ohio Corporation as of the end of such
fiscal year and the related statements of income and surplus
for such fiscal year, all in reasonable detail and accompanied
by a report or certificate of an independent certified public
accountant prepaid in accordance with generally accepted
accounting principals, who may be the accountant regularly
employed by the Lessee.
N Section 2309 - Consolidation, Merger or Sale Permitted
in Certain Circumstances. The Lessee will maintain its corpo-
rate existence and will not dissolve or otherwise dispose of
all or substantially all of its assets and will not consoli-
date with or merge into another corporation or permit one or
more other corporations to consolidate with or merge into it;
provided, however, the Lessee may, without violating such
covenant, consolidate with or merge into another domestic
corporation (that is a corporation organized and existing
under the laws of one of the states of the United States of
America), or permit one or more other corporations to consoli-
date with or merge into it, or sell or otherwise transfer to
another domestic corporation all or substantially all of its
assets as an entirety and thereafter dissolve on the condition
that such surviving, resulting or transferee corporation shall
expressly assume in writing all of the obligations of the
LA -56
Lessee contained in this Lease Agreement and that the net
tangible assets of the other corporation after the consolida-
tion, merger or sale be at least equal to the net tangible
assets of Lessee immediately prior to such consolidation,
merger or sale and the other corporation qualifies to do
business in the State of Arkansas. In the event of such
consolidation, merger or sale, as permitted by this Section,
and the assumption by the surviving, resulting or transferee
corporation of the obligations hereof, the Lessee shall be
relieved of all further obligations hereunder. As used here,
"net tangible assets" means all assets of the other corpora-
tion (except there shall not be included goodwill) less all
liabilities•.
Section 2310 - Lessor to Grant Sewer, Utility, Road and
Street Easements. The Lessor agrees that, when requested by
the Lessee, it will take the necessary steps to grant sewer,
utility, road and street easements over, along, across and
under the Leased Premises, and to take such action as may be
necessary to secure an appropriate release of the lien held by
the Trustee pursuant to the Trust Indenture (as authorized by
Section 802 of the Trust Indenture). The Lessor and Lessee,
in proceeding pursuant to this Section, may rely upon and act
in accordance with a certificate of a duly qualified engineer,
who may be an engineer employed by the Lessee.
Section 2311 - Lessor and Lessee Covenant to Keep
Instruments Recorded. Lessor and Lessee covenant that each of
them will cause this Lease Agreement and the Trust Indenture,
and all instruments supplemental to any of them, to be kept
recorded and filed in such manner and in such places (if any)
as may be required by law in order fully to preserve and
protect the security of the Bondholders and the rights of the
Trustee under the Trust Indenture.
LA -57
ARTICLE XXIV
EXPANSION OF FACILITIES
Section 2401 - Expansion of Facilities. The progress of
Lessee's business may justify an expansion of the Project or
the construq�tion of additional industrial facilities (herein
referred to as "additional facilities") beyond those that can
be financed out of the proceeds of the Bonds to such an extent
that Lessee may not desire to proceed under the provisions of
Section 602 to construct such additional facilities. Therefore,
it is agreed, subject to all of the provisions of this Article
XXIV, as follows:
(a) If Lessee desires to construct additional facilities,
it shall notify Lessor and Lessor agrees to proceed under the
provisions of Act No. 9 (or any similar then existing legis-
lation authorizing Lessor to issue bonds for the purpose of
securing and developing industry) to issue additional bonds,
otherwise than under the Indenture, subject to the requirements
of Act No. 9 or any such then existing law, to finance such
additional facilities. In that event, the Lessor and the
Lessee agree to execute a separate Lease Agreement covering
the financing of such additional facilities and the leasing
and ultimate purchase thereof by Lessee upon the same terms
and conditions as set forth in this Lease Agreement, subject
to any changes or additions that may then be agreed upon by
Lessor and Lessee, but there must be included provision for a
basic rent to be paid in the amount necessary to provide for
the payment of the redemption premiums, if any, and interest
on any such additional bonds, and subject to the provisions of
Section 2404 hereof, the land involved in such expansion
program shall automatically be withdrawn from this Lease
r I
LA -58
Agreement upon becoming subject to a separate Lease Agreement
between Lessor and Lessee.
(b) If for any reason the additional facilities cannot
be financed under Act No. 9, or any then existing similar law,
as provided in subparagraph (a) above, or if for any reason
.Lessee does not desire to so proceed, Lessee shall have the
right, upon notice to Lessor, to require Lessor to the extent
permitted by Section 2404 to convey the land to be involved in
such expansion program to Lessee by. general warranty deed free
and clear of all encumbrances except Permitted Encumbrances.
Section 2402 - Provisions Made in Trust Indenture for
Release of Lands Involved in Expansion From Lien of Indenture;
Consideration Paid for Lands Involved in Expansion. Lessor
shall.,make appropriate provisions in the Trust Indenture for a
release of the land to be involved in any expansion program
(under either Section 2401(a) or Section 2401(b) hereof) from
the lien of the Trust Indenture. The consideration to be paid
by Lessee to Lessor upon conveyance of the lands pursuant to
the provisions of Section 2401(b) hereof shall be $1.00 per
acre, and the mutual benefits to be derived by the parties
from such expansion program.
Section 2403 - No Diminution of Lessee's obligations to
Pay Basic and Additional Rent and Purchase Price. The fact
that the land involved in such expansion program shall cease
to be subject to this Lease Agreement by virtue of becoming
subject to a separate Lease Agreement or being acquired by
Lessee shall not relieve, and shall not result in the re-
p
LA -59
lieving of Lessee of its obligations to pay Basic Rent,
Additional Rent, and the purchase price for the Leased Premises
at the times scheduled hereunder or any of the covenants and '
obligations,�on the part of Lessee to be performed under this
Lease Agreement, or result in any diminution thereof.
Section 2404 - Lands That May be Included in Expansion.
Lessee's expansion program and the land subject to said
• separate Lease Agreement or said acquisition by Lessee pursuant
to the provisions of Section 2401 hereof may include only such
,portion of the land leased by this Lease Agreement as shall
not at such time be improved with a building or buildings or
other structure or structures or be necessary for adequate
ingress and egress to and from such buildings and structures
I
plus such additional land adjacent to such buildings and
structures as may be reasonably necessary for the proper and
efficient use of such buildings and structures.
Section 2405 - Rights Under Article XXIV Are In Addition
to Other Rights and Options Under Lease Agreement. The rights
conferred upon Lessee by this Article XXIV shall be in addition
to and not in limitation of any of the options granted to
Lessee by the provisions of Article XX hereof, and the provi-
sions of this Article XXIV are in addition to and not a limita-
tion upon Lessee's rights under Section 602 hereof.
LA -60
ARTICLE XXV
REMOVAL AND DISPOSAL OF PROPERTY -''
Section 2501 - Lessee's Rights and Obligations concerning
Removal and Disposal of Building Service Equipment. The
Lessee may, provided Lessee is not in default in the payment
of Basic Rent or Additional Rent as required by the provisions
of this Lease Agreement and has not received notice of any
other default on its part hereunder, remove, free of any right
or claim of Lessor or the Trustee, any building service equip-
ment (hereinafter defined), subject however, in all cases to
the following:
(a) Building service equipment may be so removed upon
the substitution thereof, then or theretofore, by Lessee of
other building service equipment of a utility or value at
least"equal to that, at the time of removal, of the building
service equipment removed;
(b) Worn out or obsolete building service equipment may
be so removed and building service equipment added by Lessee
after the full completion of a building (and not by way of
repair, replacement or the like) may be removed, provided the
original efficiency, utility and value of the building is not
impaired; and
(c) Lessee shall pay all the costs and expenses of any
such removal and shall immediately repair at its expense all
damages caused thereby. '
The term "building service equipment" as used in this
Section 2501 means such things as are affixed to or incorpo-
rated in a building (on the Leased Premises) for its operation,
such, as boilers, pumps, tanks, electrical panel switchboards,
sprinklers, lighting equipment and wiring, heating, plumbing
LA- 61
and ventilating equipment, elevators, escalators, refrigerat-
ing, air conditioning and air cooling equipment, and. items
similar in general to any of the foregoing.
Section
2502 -
Lessee's
Rights
and Obligations
Concern-
ing Removal
and Disposal
of
Project
Machinery
and Equipment.
The Lessor and the Lessee recognize that after the Project
machinery and equipment is installed portions thereof may
. become inadequate, obsolete, worn out, unsuitable, undesirable
or unnecessary in the operation of the Leased Premises. The
Lessor shall not be under any obligation to renew, repair or
replace any such inadequate, obsolete, worn out, unsuitable,
undesirable. or unnecessary items of Project machinery and
equipment. In any instance where the Lessee in its sound
discretion determines that any items of Project machinery and
equipment have become inadequate, obsolete, worn out, unsuit-
ably, undesirable or unnecessary in the operation of the
Leased Premises,
(a) The Lessee may remove such items of Project
machinery and equipment from the Leased Premises,
and (on behalf of the Lessor), sell, trade-in,
exchange or otherwise dispose of them without any
responsibility or accountability to the Lessor or
the Trustee therefor, provided that the Lessee
substitute (either by direct payment of the cost
thereof or by advance to the Lessor of the funds
necessary therefor, as hereinafter provided) and
install anywhere in the Leased Premises other machin-
ery or equipment having equal or greater utility
(but not necessarily the same function) in the
operation of the Leased Premises and provided further
that such removal and substitution shall not impair
the operating unity of the Leased Premises, and all
such substituted machinery or equipment shall be the
sole property of the Lessor, shall be and become a
part of the Project machinery and equipment subject
to this Lease Agreement and shall be held by the
Lessee on the same terms and conditions as items
originally comprising Project machinery and equip-
ment; or
LA -62
(b) The Lessee may remove such items of Project
machinery and equipment from the Leased Premises and
sell, trade-in or exchange them on behalf of the
Lessor, either to itself or to another, or scrap
them (in whole or in part), without being required
to substitute and install in the Leased Premises
other items of machinery in lieu therefor, provided
(i) that in the case of the sale of any such machin-
ery or"equipment to anyone other than itself or in
case of the scrapping thereof, the Lessee pays into
the Bond Fund the proceeds from such sale or the
scrap value thereof, as the case may be, (ii) that
in the case of the trade in of such machinery or
equipment for other machinery or equipment, the
Lessee pays into the Bond Fund, the amount of the
credit received by it on such trade in, and (iii)
that in the case of the sale of any such machinery
or equipment to the Lessee, the Lessee pays into the
Bond Fund an amount equal to the original cost
thereof less depreciation at rates calculated in
accordance with generally accepted accounting prin-
ciples.
In any case where the Lessee purchases, installs and
substitutes in the Project any item of machinery or equipment,
the Lessee may, in lieu of purchasing and installing said
items'of machinery and equipment itself, advance to the Lessor
the\funds necessary therefor, whereupon the Lessor will pur-
chase and install such machinery or equipment in the Project.
The Lessee will promptly report such removals, substi-
tutions, sales and other dispositions of items of Project
machinery and equipment to the Trustee, will pay to the Trustee
such amounts as are required by the provisions of the preceding
Subsection (b) to be paid into the Bond Fund promptly after
the sale, trade-in or scrapping requiring such payment, and
will execute and deliver to the Lessor and the Trustee such
documents as may from time to time be requested to confirm the
title of the Lessor (subject to this Lease Agreement) to any
items of machinery and equipment that under the provisions of
this section are to become a part of Project machinery and
equipment. The Lessee will pay any costs (including counsel
I-
LA -63
fees) incurred in subjecting to the lien of the Indenture any
items of machinery or equipment that under the provisions of
this Section 2502 are to become a part of Project machinery
and equipment. The Lessee will not remove or permit the
removal of any of Project machinery and equipment from the
Leased Premises except in accordance with the provisions of
this Section.
Section 2503 - Lessee to Report Upon Request Disposi-
tions or Removals Under Section 2501 and 2502. If requested
by Lessor, Lessee shall furnish to Lessor, within sixty (60)
days after the end of each calendar year, Lessee's certificate
setting forth a summary description of all removals made
pursuant to Sections 2501 and 2502 hereof.
• IN WITNESS WHEREOF, the
I;ease-Agreement to be signed
which may be considered an o
of the others, by their duly
as of the day and year first
parties hereto have caused this
in several counterparts, each of
riginal without the presentation
authorized officials and officers
hereinabove written.
CITY OF FAYETTEVILLE, ARKANSAS
LESSOR
ATTEST:
By:
;J
Mayor
City Clerk
(SEAL)
1. Ll .a
f C .1 in �•. /. P aL,,.0
ss
City of Fayc t T:i:ia
I, BonnieBonnieGoeri, :r- C_.i C!cric
aid:: -Officio
recorder for the City of Fsyctteviile,
do here-
by certify that the annexed
or foregoing i3
of record in my office and
the same ap-
pears in Ordinance & Resolution book
at page
Witness my
hand atjd veal this.-IrA—
day of
Q10 a i
19_£O
City Clerk tind Ex -Officio Recorder
LA -6'4
_ -..Y� ^SsJ�Y.�iMJP4.'S Si Yi�4 YT4'�.A y2•.:T.. tv f.Y:� .kS- ,... 4- t..-. J
•
BALDWIN PIANO & ORGAN COMPANY
LESSEE
ATTEST:
By:
• (SEAL)
i 1
1.
V
V.
ACKNOWLEDGMENT
STATE OF ARKANSAS
SS.
COUNTY OF WASHINGTON)
On thic day of , 1980, before me a
Notary Public duly commissioned, qualifed 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 Fayetteville, Ar-
kansas, a municipality of the State of Arkansas, to me per-
sonally known, who stated that they were duly authorized in
their respective capacities to execute the foregoing instru-
ment 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 , 1980.
(- ��L_ ✓C�M.a�• /IVY WW^^
Notary Public
C"
My commission expires:
/5y
(SEAL)
LA- GG
TO THE LEASE
THE CITY OF
BALDWIN
EXHIBIT A
AGREEMENT BY
FAYETTEVILLE,
AND
PIANO & ORGAN
AND BETWEEN
ARKANSAS
COMPANY
The following described real estate situated in Fayette-
ville, Washington County, Arkansas, to wit:
A part of the SE 1/4 of the NW 1/4 of Section
20, T -16-N, R -30-W of the 5th Principal Meri-
dian, City of Fayetteville, Washington County,
Arkansas, and being more particularly describ-
ed as follows: Beginning at the Northwest cor-
ner of the SE 164, of the NW 1/4 of said Section
20; thence S 88 53' E 368.51 feet; thence S 1O
07' W 95.43 feet to the point of beginnings
thence S 1° 07' W 412.10 feet; thence S 88 53'
E 511.58 feet; thence N 1 07' E 237.34 feet;
thence S 88° 53' E 83.4 feet; thence N 1O 07'
E 125-73 feet; thence N 88° 53' W 83.4 feet;
thence N 1° 07' E 49.03 feet; thence N 88° 53'
W 511.58 feet to the point of beginning and
containing 5.08 acres more or less.
t
-.
r I
u
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; execute all instruments and otherwise
take all action necessary to the realization of the City's
rights and to discharge the City's obligations as Lessor under
the Lease Agreement.
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 remain-
der of the sections, phrases or provisions.
Section 4. That all ordinances and parts of ordinances
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 securing and developing of industry
at the City in order to provide employment and payrolls,
alleviate unemployment and provide other benefits incidental
to the operation of a substantial industry, and the execution
and delivery of the Lease Agreement authorized by this Ordinance
are necessary for the accomplishment of these public benefits
and purposes. It is, therefore, declared that an emergency
exists, and this Ordinance being necessary for the immediate
preservation of the public peace, health and safety, shall be
in force and take effect immediately upon and after its passage.
PASSED: November 20, 1980
APPROVE
Mayor
....
of FAY@{tPTTES ,y
{ .6�
r :• y�Ci y;'Clerk
,hy ql. Y.Ya•
e1039 244
fr
CERTIFICATE OF RECORD
State of Arkansas ( SS
City of Fayetteville
I. Suzanne C. Kennedy, City Clerk and
E Oficio recorder for the Cy ::f ctic°t�ville,
do hereby certify that the a -;r e1 cr fj:•�_
going is of record in my office :rd t' -e .rrn : s:n-
pears in Ordinance & Resolution lric z
— —at page I 5 tTh Frirles: my
hand and seal this __,1,; of
ity Clerk and x fficio i:cco c. r
CERTWECME OF RECORD
STATE OF ARKANSAS ) SS '
Washington County �.
1, Alma L Kolhneyer. Circuit Clerk and Ex -Officio Recorder for
Washington County, do hereby'certity that the annexed or fore-
goingi ument was fB for rec rd in. my office on the —day
, a %cFoct4M, and the same. is
Witness duly recorded in. record at pagenLS'
Witness my hand and seat this .day of
19 d0
Circuit Clerk and
Ex -Of 'cio Recorde
Deputy C erk
I