HomeMy Public PortalAboutORD09263 i
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BILL NO. /Z
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;!INTRODUCED BY COUNCILMAN �, �-
'i ORDINANCE
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AN ORDINANCE APPROVING A PLAN FOR A PROJECT FOR INDUSTRIAL DEVELOP-
MENT OF THE CITY OF JEFFERSON, COLE COUNTY, MISSOURI , DIRECTING THE
SUBMISSION OF SAID PLAN TO THE DIVISION OF COMMERCE AND INDUSTRIAL
!DEVELOPMENT OF THE DEPARTMENT OF CONSUMER AFFAIRS , REGULATION, AND
-LICENSING OF THE STATE OF MISSOURI FOR THE APPROVAL OF SAID
DIVISION, AND, AS A PART OF SAID PLAN, AUTHORIZING AND DIRECTING
THE MAYOR AND CITY CLERK OF SAID CITY TO EXECUTE A LEASE WITH VON
HOFFMANN CORPORATION, A MISSOURI CORPORATION.
WHEREAS, this Council of the City of Jefferson, Cole
County, Missouri, has had presented to it a proposal by Von
Hoffmann Corporation, a Missouri corporation, which would require
said City of Jefferson to carry out a project for the industrial
development of said City; and
WHEREAS, this Council, having examined into the details
of the said proposal and having entered into considerable
negotiations with said Von Hoffmann Corporation, finds that such a
project for the industrial development of the City of Jefferson
would be in the best interests of the inhabitants of said City and
would further the economic development of, employment in, and
general welfare of the said City and the State of Missouri without
becoming a burden to the taxpayers of the said City; and
WHEREAS, subject to the approval of the Division of
Commerce and Industrial Development of the Department of Consumer
® Affairs, Regulation, and Licensing of the State of Missouri , the
City of Jefferson is authorized to carry out such a project for
industrial development and finance the same by the issuance of
bonds of said City under the provisions of Section 27 of Article VI
of the Constitution of Missouri, as amended, and Sections 100. 010
to 100. 200, inclusive, Revised Statutes of Missouri, 1969, as
amended; and
WHEREAS, in order to carry out such a project for
industrial development , it is necessary for this Council to approv
a plan therefore and submit the same to the Division of Commerce and
Industrial Development of the Department of Consumer Affairs,
Regulation, and Licensing of the State of Missouri for the approva�
Jlof said Division; and
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�f WHEREAS, before submitting such a plan to the aforesaid
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Division of Commerce and Industrial Development , a Lease should be
ijentered into between the City of Jefferson and Von Hoffmann
Corporation, so that the parties thereto may be bound by the
provisions thereof; and
WHEREAS, this Board finds that steps should be taken as
promptly as possible to approve the following plan, enter into the
Lease hereinafter specified, and submit the plan to the aforesaid
Division of Commerce and Industrial Development : NOW, THEREFORE,
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF JEFFERSON,
COLE COUNTY, MISSOURI , AS FOLLOWS :
SECTION 1. That the recitals contained in the preamble t
'this Ordinance are true and correct and that the plan hereinafter
described for the industrial development of said City of Jefferson
is hereby approved and shall be and is hereby directed to be
submitted to the Division of Commerce an d Industrial Development
of the Department of Consumer Affairs, Regulation, and Licensing of
the State of Missouri for the approval of said Divison.
SECTION 2. That the plan herein contemplated to be
carried out by the City of Jefferson in order to further the
economic development of, employment in, and general welfare of
said City and the State of Missouri, and hereby approved is as
follows:
(a) Description of Project. The project shall consist
of the purchase from Von Hoffmann Corporation of a tract of real
estate approximately seven (7) acres in area and the construction
thereon of a building (equipped with certain fixtures and machiner
J suitable to Von Hoffmann Corporation, a Missouri corporation, for
f use as an industrial plant by said Corporation) containing a
concrete floor area of approximately fifty thousand (50,000)
, square feet ;
t (b) Estimate of Cost of Project. The aggregate cost of
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! the aforesaid project is estimated to be One Million, Five Hundred
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Thousand Dollars ($1, 500, 000) ;
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(c) Source of Funds. The funds required for the
aforesaid project are proposed to be obtained by the issuance of
Jndustrial Revenue Bonds of the City of Jefferson in the principal
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! amount of One Million, rive Hundred Thousand Dollars ($1, 500,000) ;
(d) Term of Lease. The basic term of the lease is not
to exceed thirteen ( 13) years, with ten ( 10) consecutive options
granted to said Von Hoffmann Corporation to renew the Lease for
Iladditional periods of five (5) years each; and
(e) Amount of Rent. During the basic term of the lease,
Ithe rent shall be an amount sufficient to pay the total principal
amount of all Bonds issued by the City of Jefferson as herein
contemplated together with all interest accruing on such Bonds and
all charges made by the paying agent or agents for such Bonds and
the interest coupons attached thereto, as more particularly set
forth in the Lease hereinafter referred to.
SECTION 3. That the project and the terms thereof are
more particularly described and established in the Lease attached
hereto as "Exhibit 1" and incorporated herein by reference as if
set out in full.
SECTION 4. That the Mayor of the City of Jefferson be
and he is hereby authorized and directed to sign, and the City
Clerk is hereby authorized and directed to attest , the Lease, in
the form attached hereto as "Exhibit 1" and incorporated by
reference herein, for and on behalf of said City of Jefferson and
in evidence of the acceptance by said City of the terms of said
ILease.
SECTION 5. That, immediately after the execution of the
aforesaid Lease by the City of Jefferson and by Von Hoffmann
Corporation, the Mayor of said City be and he is hereby authorized
and directed to submit the plan for industrial development approved
hereinabove to the Division of Consumer Affairs, Regulation, and
Licensing of the State of Missouri for the approval of said
Division, and, in order to assist him in the presentation and
submission of said plan to said Division, the said Mayor is further
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authorized to appoint a committee of not more than three (3)
persons (who may be either officers of the City of Jefferson or
private citizens resident therein) to serve without compensation.
SECTION 6. That this Ordinance shall be in full force
and effect from and after its passage and approval.
Passed--"-J- Approved
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L E A S E
THIS LEASE, made and entered into this �� day of
1979, by and between the CITY OF JEF-
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FERSON a municipal corporation, of Cole County, Missouri, #
hereinafter referred to as the "LANDLORD" , and VON HOFFMANN f
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CORPORATION, a corporation duly organized and existing under
the laws of the State of Missouri, with offices in the City !
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of Jefferson, Missouri, hereinafter referred to as "TENANT" ,
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W I T N E S S E T H
WHEREAS, LANDLORD is a municipality duly organized and
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existing under the laws of the State of Missouri, with full i
® lawful power and authority to enter into this Lease by and
through its governing body; and
WHEREAS, pursuant to a certain Plan for Industrial Develop-
ment, LANDLORD, on or about the 26th day of January, 1967 , did
enter into a certain Lease with TENANT' s subsidiary, Von Hoff-
mann Press, Inc. , a Missouri corporation, whereby LANDLORD made
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available to Von Hoffmann Press , Inc. , a certain tract of unim- t
proved realty, consisting of approximately thirty (30) acres E
and located to the south of Industrial Drive, Jefferson City, j
Missouri, which said realty is more particularly described in l
Exhibit A, attached hereto and made a part hereof; and i
WHEREAS, pursuant to that certain Plan for Industrial
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Development, LANDLORD has heretofore completed a certain Project
for Industrial Development whereby LANDLORD constructed certain
improvements upon the realty above-described, said improvements
consisting generally of an industrial plant containing approxi-
mately 250,000 square feet suitable to Von Hoffmann Press, Inc.
for its business use, together with parking areas and ingress
and egress roads; and ,
WHEREAS, TENANT' s business needs require the extension and im-
provement of the industrial plant last above-mentioned; and
WHEREAS, LANDLORD, in furtherance of its purposes and C
pursuant to the provisions of the Constitution of Missouri , f
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Article VI, Sections 23 (a) and 27 , as amended, and the Laws
of Missouri, Chapter 100, Industrial Development, RSMo. 1969,
as amended, hereinafter referred to as the "Act" , and in order
to further the economic, manufacturing and industrial develop-
ment of, and employment in, the City of Jefferson and the State
of Missouri, and to further the general welfare of the City of
Jefferson and the State of Missouri, has proposed and does
hereby propose that it shall:
(a) Make available for the purposes aforementioned and
in accordance with the Plan for Industrial Development here-
inafter described certain unimproved realty, to be acquired
® by it, comprising approximately seven (7) acres which said realty
is described in Exhibit B attached hereto and made a part here-
of,
(b) Prepare and submit to the Division of Commerce and
Industrial Development of the Department of Consumer Affairs,
Regulation and Licensing of the State of Missouri, hereinafter
referred to as the "Division" , a Plan for Industrial Development,
the purpose of which will be to extend and improve that facility
previously constr ucted by LANDLORD by the construction of a
building containing a floor area of approximately 50, 000 square
feet suitable for the business use of TENANT, upon the unimproved
realty described on .Exhibit B, together with a covered connecting
way, railroad sidings and ingress and egress roads, hereinafter
referred to as the "Extended Plant" ,
(c) Submit to the voters of the City of Jefferson, said Plan III
for Industrial Development for their consideration and approval,
(d) Upon approval of said Plan for Industrial Development
cause to be issued its Industrial Revenue Bonds pursuant to the
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Act and authorized by LANDLORD's Ordinance, hereinafter referred
to as the "Revenue Bond Ordinance" in the aggregate principal
amount of One Million, Five Hundred Thousand Dollars ($1,500 , 000)
for the purpose of defraying the cost of constructing the afore-
said Extended Plant and for the purpose of defraying the cost y;
of purchasing and installing therein certain machinery and
equipment, a covered connecting way, and constructing necessary
railroad sidings, ingress and egress roads hereinafter more
particularly described; and
(e) Lease the Extended Plant to TENANT for the rentals
and upon the terms and conditions hereinafter set forth; and
WHEREAS, TENANT, pursuant to the foregoing proposals de-
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sires hereby to lease the said Extended Plant from LANDLORD,
for the rentals and upon the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the aforesaid premises
and mutual covenants and agreements herein set forth; LAND-
LORD and TENANT do hereby covenant and agree as follows :
ARTICLE I
LEASEHOLDS
Section 1. Granting of Leaseholds to Tenant
LANDLORD by these presents hereby rents, leases and lets unto
TENANT and TENANT hereby rents, leases and hires from LANDLORD,
for the rentals and upon and subject to the terms and conditions
hereinafter set forth, the Extended Plant and the unimproved
realty described on Exhibit B, all of which is set forth in
Schedule I attached hereto and made a part hereof , for a basic
term commencing on the date of this Lease and ending on the 25th
day of January, 1992. f
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ARTICLE II
RENTAL
Section 1. Basic Rental
LANDLORD reserves and TENANT covenants and agrees to pay to
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the LANDLORD, during the full basic term of this Lease, basic
rent in the aggregate amount of $ ,
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payable in installments at such times and in such amounts as set
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forth in Exhibit C (entitled "Schedule of Basic Rent Installments")
attached hereto and made a part hereof; provided, however, that
any moneys in the Revenue Principal and Interest Account, including
any increments thereto from the investment thereof , hereinafter 1.
defined, at the time an installment of the basic rent required
pursuant to the aforesaid Exhibit C, is due, shall be applied
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to and shall, to the extent sufficient, reduce TENANT's obli-
gation to make such installment of basic rent. i
Section 2. Additional Rental
TENANT shall pay as additional rent (a) all fees, charges
and expenses of the Paying Agent designated in the Bond Ordi-
nance, (b) all Impositions (as defined in Article V) , (c) all
other payments of whatever nature which TENANT has agreed to pay
or assume under the provisions of this Lease, and (d) all costs
and expenses incident to the payment of the principal of and
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interest on the Industrial Revenue Bonds (hereinafter referred
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to merely as "Bonds" ) as the same become due and payable, in-
cluding all costs and expenses in connection with the redemption
and payment of all said Bonds.
Section 3. Abatement or Set-Off
Until the Bonds and interest thereon, and all costs , expenses
and premiums in connection with the call, redemption and payment
of all Bonds, have been paid in full or provision made for the
payment thereof, TENANT covenants and agrees with and for the express
benefit of LANDLORD and the holders of the Bonds, that all paymont■
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of basic rent and additional rent shall be made by TENANT at j
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least five (5) days before the date the same become due, and
that TENANT shall perform all of its obligations, covenants
® and agreements hereunder without notice or demand, and without
abatement, deduction, setoff, counterclaim, recoupment or defense
arising from any circumstance whatsoever whether now existing
or hereafter arising, and irrespective of whether the Extended
Plant shall have been started or completed, or whether LANDLORD' s
title thereto, or to any part thereof, is defective or nonexistent,
and notwithstanding any damage to, loss, theft or destruction of the
Extended Plant or any part thereof, the taking by eminent domain
of title to or of the right of temporary use of all or any part
of said Extended Plant, legal curtailment of TENANT' s use thereof,
change in LANDLORD' s legal organization or status, or any default
of LANDLORD hereunder, regardless of the invalidity of any action
of the LANDLORD and regardless of the invalidity of any portion
of this Lease, and TENANT hereby waives the provisions of any
statute or other law now or hereafter in effect contrary to
any of its obligations, covenants or agreements under this Lease
or which releases or purports to release TENANT therefrom. Nothing
in this Lease shall be construed as a waiver by TENANT of any
rights or claims TENANT may have against LANDLORD under this Lease
or otherwise, but recovery upon such rights and claims shall be
had from LANDLORD separately, it being the intent of this Lease
that the TENANT shall be unconditionally and absolutely obligated
to perform fully all of its obligations, agreements and covenants
under this Lease (including the obligation to pay basic rent and
additional rent) for the benefit of the holders of the Bonds. Not
withstanding the foregoing, TENANT may, at its own cost and expense
and in its own name or in the name of the LANDLORD, prosecute or
defend any action or proceeding or take any other action involving
third persons which TENANT deems reasonably necessary in order to �I
secure or protect its rights of use and occupancy and other rights 1
hereunder.
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Section 4 . Prepayment of Basic Rent
TENANT may at any time prepay without penalty, all or any
part of the basic rental and/or additional rental provided here-
under.
Section 5. Trust Account and Use of Funds in Trust Account
The LANDLORD shall establish and shall deposit all payments
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of basic rent in the following trust account in accordance with
the provisions of the Bond Ordinance:
City of Jefferson, Missouri, Principal
and Interest Account for Industrial
Revenue Bonds, Series of 1979, dated
The funds deposited in said trust account shall be used and applied
by the LANDLORD in the manner and for the purposes set forth in
® the Bond Ordinance. If at any time the amount in said Principal
and Interest Account shall have become sufficient to pay in full E
the principal of (including redemption premium, if any) and t
interest on all outstanding Bonds, either at maturity or on earlier
redemption, and all costs and expenses in connection with the call,
redemption and payment of all outstanding Bonds, then in that
event (i) all of the Bonds then outstanding as soon as the same
are subject to redemption shall be called for redemption by the
LANDLORD, and all moneys held in the Principal and Interest Ac-
count by the LANDLORD shall be used to pay the principal (including
• redemption premium, if any) of and all interest on the Bonds so
called for redemption and all costs and expenses incurred in con-
nection with the call, redemption and payment of said outstanding
Bonds ; (ii) the excess, if any, in said Principal and Interest
Account after deduction of the basic and additional rental pro-
vided in Article II hereof shall forthwith be paid to TENANT; and
(iii) no further installments of basic rent as set forth on Exhibit
C hereof by TENANT to LANDLORD shall be payable hereunder.
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ARTICLE III
BONDS AND APPLICATION OF BOND PROCEEDS
Section 1. Sale of Bonds
® LANDLORD shall issue and sell its Industrial Revenue Bonds
in the total principal amount of $1,500,000, provided the same
can be sold at a price not less than that allowed by law and
providing further TENANT consents to said issuance, prior
thereto, in writing, signed by the President of TENANT and de-
livered to the LANDLORD. In the event LANDLORD is unable to sell
the Bonds, or is directed by TENANT not to sell said Bonds, then
this Lease shall be and become null and void ab initio without
liability or obligation on the part of either party other than
the expenses incurred by LANDLORD to that point.
Section 2. Construction Fund
The proceeds of the sale of the Bonds shall be paid over
to the LANDLORD. After payment therefrom by the LANDLORD of
any and all expenses of whatever nature incurred by the LAND-
LORD in connection with the issuance and sale of the Bonds,
the LANDLORD shall pay from the proceeds of said Bonds into
the Principal and Interest Account established pursuant to
Article II, Section 5, hereof, the full amount of any accrued
interest received upon the sale of said Revenue Bonds. The
balance of the proceeds of the sale of the Bonds shall be held by
the LANDLORD in a trust account designated "Von Hoffmann Corpo-
ration Construction Fund" (hereinafter referred to as the Con-
struction Fund) . Such trust account shall be used and applied
as provided in Article IV hereof.
ARTICLE IV
INDUSTRIAL DEVELOPMENT PROJECT
Section 1. General Description of Plant
The Extended Plant shall consist of a building containing ap-
proximately 50,000 square feet of floor space suitable for the
business of TENANT, together with appropriate railroad sidings,
parking areas, egress and ingress roads and a covered connecting
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way, and shall also include certain machinery and equipment.
Section 2. Construction
® TENANT shall and covenants and agrees to construct the
buildings and improvements constituting the Extended Plant
in accordance with law and with plans approved in writing by
LANDLORD, and TENANT agrees to enter into a general contract (s)
with a contractor (s) , which contract (s) and contractor (s) shall
be subject to the prior written approval of LANDLORD, which
approval shall not be unreasonably withheld, for the construction
of said Extended Plant (said contract (s) being hereinafter
referred to as the "Construction Contract" ) , The Construction
Contract shall provide that at all times during the construction
of the buildings and improvements the contractor shall maintain
in full force and effect the following policies of insurance:
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(a) Public liability and property damage liability insur-
ance, including coverage for all losses whatsoever arising
from the ownership, maintenance, operation or use of any '
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automobile, truck or other vehicle under which LANDLORD
and TENANT shall be named as insureds, in an amount not
less than $300,000 for personal injuries (including death)
to any one person, not less than $1, 000,000 for personal 1
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injuries (including death) in any one accident and not
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less than $250,000 for property damage, and �
(b) Workmen' s Compensation insurance.
TENANT shall at all times during the construction contemplated
in this Lease maintain in full force and effect Builder's Risk-
Completed Value Form insurance insuring the Extended Plant against
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fire, lightning and all other risks covered by the extended
coverage endorsement then in use in the State of Missouri to
the insurable value (as that term is defined in Article VI hereof)
of the Extended Plant, and that such be prepaid from the Construction
Fund, in full prior to the commencement of construction under the
Construction Contract; such policy or policies of insurance shall name ,
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as insureds, the LANDLORD and TENANT, as their respective interest
may appear, and all payments received under such policy or policies
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by LANDLORD or TENANT shall be deposited in the Construction Fund.
The Construction Contract shall also require the contractor there-
under, prior to the commencement of any construction to deliver to
the LANDLORD for the joint use and benefit of LANDLORD and TENANT
performance and labor and material payment bonds with respect
to the Construction Contract and in the full amount of the Con-
struction Contract, made by the contractor thereunder as the
principal and a surety company, or companies , as surety. Such bonds
shall name the LANDLORD and TENANT as obligees, and all payments
received by LANDLORD or TENANT under said bonds shall become
a part of and be deposited in the Construction Fund. Any and all
amounts received by the LANDLORD or the TENANT from any of the
contractors or .6ther suppliers of .machinery or .equipment by way of
damages for breach of contract, refunds or adjustments shall be-
come a part of and be deposited in the Construction Fund. The
TENANT covenants to cause said buildings and improvements to be
constructed substantially in accordance with the aforesaid plans
and Construction Contract, except as to such changes as LANDLORD
shall approve, in writing, and TENANT warrants that the construction
of said buildings and improvements in accordance with said plans
will result in a facility suitable for use by TENANT for its
• business purposes.
Section 3. Payment for Construction
LANDLORD hereby agrees to pay for the construction of the
buildings and improvements constituting the Extended Plat, but
solely from the Construction Fund, in the following manner: Funds
out of the Construction Fund shall be paid from time to time upon
receipt by the LANDLORD of a certificate signed by the architect
or engineer supervising said construction and approved by TENANT: !
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(a) requesting payment of a specified amount of such
funds and directing to whom such amount shall be paid;
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(b) stating that the amount requested is justly due to con-
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tractors, subcontractors, materialmen, engineers, architects
® or other persons (whose names and addresses shall be stated)
who have performed necessary and appropriate work or furnished
necessary and appropriate materials in the construction of
the aforesaid buildings and improvements, and giving a brief
description of such work and/or materials and the several
amounts so paid or due to each of said persons in respect
thereof and stating that the fair value of such work or
materials is not exceeded by the amount requested to be
paid; and
(c) stating that no part of the several amounts paid or due,
as stated in said certificate pursuant to this Section, has
® been or is being made the basis for the withdrawal of any
moneys in any previous or then pending application pursuant
to this Section.
Section 4. Machinery and Equipment
The parties agree that certain machinery and equipment will
be necessary in the completion of the Extended Plant, and LANDLORD
hereby agrees to purchase, but solely from the Construction Fund, such
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items of machinery and equipment and to cause the installation thereof '
as the TENANT shall from time to time specify in certificates delivered
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to the LANDLORD. Said certificates shall contain a complete descrip-
tion, including make, model and, where possible, a serial number
of each such item of machinery and equipment; shall specify the
cost thereof; shall state to whom payment is to be made; and shall
state that the machinery and equipment described therein has been
delivered and is installed.
Section 5. Construction Cost
The term "Construction Cost" shall be construed to include
(i) all costs and expenses of every nature incurred in constructing
the Extended Plant; (ii) all costs and expenses necessary or inci-
dent to the purchase and installation of machinery and equipment;
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(iii) the cost of all utility facilities to and on the Land;
(iv) any and all expenses incurred by LANDLORD including those
prior to the sale of the Bonds, for planning, development and
design and other items necessary to the commencement of con-
struction; (v) all other expenses, fees, costs and outlays
of whatever nature as may from time to time be agreed upon
by LANDLORD and TENANT; and (vi) all other expenses necessary
or incident to the construction and completion of the Extended
Plant. LANDLORD hereby agrees to pay for, but solely from
the Construction Fund, all of the aforesaid Construction Costs.
Section 6. Deficiency of Construction Fund
If the Construction Fund shall be insufficient to pay fully
all Construction Costs and to complete fully the Extended Plant,
lien free, TENANT shall pay, in cash, the full amount of any such
deficiency by making payments directly to the contractors and to
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the suppliers of materials, machinery, equipment and services as
the same shall become due, and TENANT shall save LANDLORD whole
and harmless from any obligation to pay such deficiency.
Section 7 . Surplus in Construction Fund
Any amount remaining in the Construction Fund, including
any increments thereto from the investment thereof , after the
TENANT and the aforesaid architect or engineer shall certify
that the Extended Plant has been fuully completed and paid for, lien
free, shall be transferred to the Principal and Interest Account
established pursuant to Article II, Section 5, hereof.
Section B. Rights of Entry
The duly authorized agents of LANDLORD and TENANT shall have
the right at any time and all reasonable times prior to completion
of the Extended Plant, to enter the Extended Plant, or any parts
thereof, for the purpose of inspecting the acquisition and con-
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struction thereof.
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Section 9. Machinery and Equipment Purchased by Tenant
Any item of machinery or equipment the entire purchase price
of which is paid for by TENANT with TENANT's own funds, and no
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part of the purchase price of which is paid for from funds de- t
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posited pursuant to the terms of this Lease in the Construction
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Fund, shall be and remain the property of TENANT.
Section 10. Schedule of Machinery and Equipment
Owned by Landlord
After the architect or engineer shall have certified that
the Extended Plant has been fully completed, which certificate
shall also have the approval of TENANT, the LANDLORD shall , upon
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the written request of the TENANT , enter into a supplemental agree-
ment with TENANT which will fully describe (using serial numbers t
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where possible) the machinery and equipment in, on or about the
Extended Plant which is, under the terms of this Lease, the pro-
perty of LANDLORD. This agreement shall be amended from time to
time to include such additional machinery or equipment as may
have been brought into the Extended Plant and as are, under the
terms of this Lease, the property of LANDLORD.
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Section 11. Financing of Tenant-Owned Machinery
and Equipment
Nothing contained in this Lease shall prohibit or be deemed
to prohibit the TENANT from financing the purchase or acquisition
of any machinery, equipment, furniture or fixtures which is or
will be under the terms of this Lease the property of TENANT by
conditional sales contracts, chattel mortgages or other financing
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devices, provided any liens resulting from such financing shall
only stand against the items so financed and shall not otherwise
stand against the Extended Plant or any part thereof.
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Section 12. Extended Plant Property of Landlord
The Extended Plant, except for machinery and equipment which f
is under the terms of this Lease the property of TENANTand except as
otherwise specifically provided herein, shall immediately when
erected or installed be deemed to be attached to and part of the
freehold and become the absolute property of the LANDLORD.
LANDLORD covenants that, without TENANT 's written consent
it will not, unless required by law, sell or otherwise part with
its fee interest in said Extended Plant, or encumber said interest
at any time during the life of this Lease.
ARTICLE V
TAXES AND ASSESSMENTS
Section 1. Payments by Tenant to Landlord in lieu of Impositions
Subject to the provisions hereinafter set forth in this Article
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V, TENANT shall pay to LANDLORD, from and after the date of the is-
suance of a certificate of completion as in Article IV, Section 7 ,
issued, the sum of Fifteen Thousand Dollars ($15, 000) per year, as
and for Additional Rent, which said sum shall be in lieu of all Im-
positions, as hereinafter in this Article V defined.
Section 2. Impositions Defined
The term Impositions as used herein shall mean all taxes and t
assessments, general and special, if any, which may be lawfully 1
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taxed, charged, levied, assessed or imposed by LANDLORD or other . ;.
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taxing authorities, including, but not limited to, the County of
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Cole, upon or against or payable for or in respect of the Extended �
Plant, or any part thereof, or any improvements at any time there- '
on or TENANT' s interest in the Extended Plant under this Lease,
including any new lawful taxes and assessments not of the kind
enumerated above, to the extent that the same are lawfully made,
levied or assessed in lieu of or in addition to taxes or assessments
now customarily levied against real property, foreseen or unfore-
seen. E
Section 3. Tenant Liable for all Impositions
Notwithstanding the above, TENANT shall , during the basic term of
this Lease, bear, pay and discharge, before the delinquency thereof
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all Impositions. In the event any such Impositions may be paid
in installments, TENANT shall be required to pay only such install-
ments thereof as become due and payable . However, any Impositions
paid, as in this Section 3 provided, shall be deducted from the sum
required to be paid by TENANT to LANDLORD as provided in Section 1
hereof.
Section 4 . Adjustments for decrease in tax rate or percentage
of true value taxable t
In the event the rate of tax or the percentage of the true
value of taxable property shall be less than the rate or percentage
applicable on the date of the execution of this Lease the amount
specified in Section 1 of this Article V shall be decreased in pro-
portion P
portion to the amount of said decrease. The composite tax rate
for the LANDLORD and the County of Cole as of the execution of this
Lease, is per $100 assessed valuation, and the percentage �
i
of taxable true value of property is 33 1/3% .
Section 5 . Contest of Impositions
TENANT shall have the right, in its or LANDLORD' s name, to
contest the validity or amount or to obtain a lowering of any
Imposition which TENANT is required to bear, pay and discharge
pursuant to the terms of this Article by appropriate legal proceedings
instituted at least ten (10) days before the Imposition complained
�
of becomes delinquent if, and provided, TENANT, before instituting
any such contest, gives LANDLORD written notice of its intention
eto do so, and if, provided further, TENANT diligently prosecutes
any such contest, at all times effectively stays or prevents any
official or judicial sale therefor, under execution or otherwise, ?
and promptly pays any final judgment enforcing the Imposition so
contested and thereafter promptly procures record release or satis-
faction thereof. TENANT shall hold LANDLORD whole and harmless
from any costs and expenses LANDLORD may incur related to any such
contest. In such event LANDLORD will offer no objection, and at
the request of TENANT but without expense to LANDLORD will pooperate
with the TENANT. If requested by TENANT, and provided it will not
in the reasonable judgment of LANDLORD incur any expense or
•
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}
liability thereby, LANDLORD will execute any document which may
be necessary and proper for any such proceeding.
ARTICLE VI
INSURANCE
Section 1. Fire and Extended Coverage Insurance
TENANT shall through the life of this Lease, at its sole
cost and expense, keep the Extended Plant constantly insured
against loss or damage by fire, lightning and all other risks
t
covered by the extended coverage insurance endorsement then in
use in the State of Missouri in an amount equal to 80% of the
full insurable value thereof in such insurance company or
companies authorized to do business in the State of Missouri
as may be selected by TENANT and against loss or damage. by war
risks in such amounts as are then generally carried by owners
of industrial plants in Missouri as and when a state of war
or national emergency exists and such insurance is obtainable
and generally carried by owners of industrial plants in Mis-
souri. The term "full insurable value" shall mean the full {
actual replacement cost less physical depreciation, and such (�
"full insurable value" shall be determined from time to time
at the request of LANDLORD or TENANT but not more frequently
than once every 24 months by an appraiser or appraisal company
or the insurer, to be selected and paid by TENANT, subject to
LANDLORD's prior written approval. Nothing in this Article VI
•
or any portion of this Lease shall be construed to prevent
TENANT from including the Extended Plant under TENANT' s
blanket forms of insurance coverage, provided that each and
all of the requirements of this Article VI be complied with
under such blanket coverage, including but not limited to the
requirements that LANDLORD and TENANT be named as co-insureds
with respect to the Extended Plant, that the proceeds with
respect to any loss to the Extended Plant be paid to the LAND-
LORD and to the TENANT, as their respective interests may ap-
pear, and that certificates evidencing the amount and type of
® insurance required under this Article VI be delivered to LAND-
. }
LORD.
k
Prior to the expiration of the insurance required under
i.
Article IV hereof and thereafter not less than fifteen (15)
days prior to the expiration dates of the expiring policies,
originals or certificates of the policies provided for in this
Article, each bearing notations evidencing payment of the pre-
miums or other evidence of such payment satisfactory to LAND-
LORD, shall be delivered by TENANT to the LANDLORD. All policies i
of such insurance, and all renewals thereof, shall name LAND- '
LORD and TENANT as insureds, as their respective interests
may appear, and shall contain a provision that such insurance
may not be cancelled by the insurer thereof, without at least
ten (10) days written notice to LANDLORD and TENANT. The pro-
ceeds of such policies shall ba used and applied in the manner
set forth in Article XVIII hereof.
• - 16 -
E
t
ARTICLE VII
USE OF FACILITY
Section 1. Tenant' s Use of Facility
Subject to the provisions of this Article, TENANT shall have
the right to use the Extended Plant for any and all purposes al-
lowed by law. TENANT shall comply with all statutes, laws,
ordinances, orders, judgments, decrees, regulations, directions
and requirements of all federal, state, local and other governments
t
or governmental authorities, now or hereafter applicable to the
Extended Plant or to any adjoining public ways; provided , however,
TENANT shall have the right in its or LANDLORD ' s name, to contest t'
the validity or applicability of any of the aforesaid by appropriate
proceedings provided that before instituting any such proceedings ►
TENANT gives LANDLORD notice of its intention so to do and diligently
prosecutes any such proceedings, and at all times stays or prevents
any action which will materially adversely affect the security of
the holders of any of the Bonds. LANDLORD shall cooperate with
TENANT in any such proceedings, and TENANT shall hold,-LANDLORD
whole and harmless from any costs and expenses LANDLORD may incur
related to any such contest. TENANT shall comply with mandatory
requirements, rules and regulations of all insurers under the
C
i
policies required to be carried under the provisions of Article VI.
TENANT shall pay costs, expenses, claims, fines, penalties and
damages that may, in any manner, arise out of, or be imposed as a
result of, the failure of TENANT to comply with the provisions of f
this Article. .
ARTICLE VIII
TRANSFER OF RIGHTS UNDER LEASE
Section 1. Assignment and Sublease
C'
Until the Bonds and interest thereon, and all costs and
expenses in connection with the call, redemption and payment of all
Bonds, have been paid in full or provision made for the payment �.
17 -
I
i
f
thereof, TENANT will not assign, mortgage, pledge, sell or in any
other manner transfer, convey or dispose of this Lease or any t
interest therein or part thereof, whether voluntary, involuntary
or by operation of law, without the prior written consent thereto
by LANDLORD, but may do so thereafter; provided, however , if at
the time TENANT is not in default hereunder,
(i) TENANT may sublease the Facility or any part
thereof without LANDLORD' s consent;
(ii) TENANT may, without LANDLORD ' s consent, assign this
Lease to any parent or subsidiary corporation of TENANT
provided that any such assignment shall be by written
instrument (approved in writing by LANDLORD) wherein the
® assignee shall expressly assume all the duties and
obligations of the TENANT under this Lease;
(iii) TENANT may, without LANDLORD' s consent, assign
I
this Lease to another corporation with which or into which
TENANT shall merge or consolidate, or to any corporation
succeeding to the business and assets of the TENANT, pro-
vided that any such assignment shall be by a written instru-
ment (approved in writing by LANDLORD) wherein the assignee
shall expressly assume all duties and obligations of the
TENANT under this Lease.
No assignment, mortgage, pledge, sale, other transfer, conveyance
or disposition or sublease shall release or discharge TENANT from
its duties and obligations under this Lease. Any consent by the
LANDLORD to any of the aforesaid acts shall be held to apply only c
to the specific transaction thereby authorized; such consent shall
not be construed as a waiver or release of the duty of TENANT, or
the successors or assigns of TENANT, to obtain from the LANDLORD
consent to any other such acts.
Section 2. Dissolution or Liquidation
f
Until the Bonds and interest thereon, and all costs and
expenses in connection with the call, redemption and payment of
i
18 - t
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1
r
all Bonds shall have been paid in full, or provision shall have j
been made for the payment thereof, TENANT shall not initiate any
proceedings of any kind whatsoever to dissolve or liquidate without
securing the prior written consent thereto of the LANDLORD, but
may do so thereafter.
ARTICLE IX
REPAIRS, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS
Section 1. Repairs and Maintenance
TENANT covenants and agrees that it will during the life of
this Lease keep and maintain the Extended Plant and all parts there-
of in good condition and repair, ordinary wear and tear excepted,
and that during said period of time it will keep the Extended Plant
and all parts thereof free from filth, nuisance or conditions un-
reasonably increasing the danger of fire. ;
Section 2. Removal, Disposition and Substitution
of Machinery and Equipment
TENANT shall have the right, provided TENANT is not in default
in the payment of basic rent or additional rent, to require LANDLORD
to remove from the Extended Plant any machinery and equipment which
i
constitutes a part of the Extended Plant and which is no longer used
by the TENANT or, in the opinion of TENANT, is no longer useful to
TENANT in its business operations conducted on or in the Extended
Plant (whether by reason of changed processes, changed techniques,
, �
obsolescence, depreciation, replacement by new or better equipment
or otherwise) subject, however, to the following:
(1) Prior to any such removal, TENANT shall deliver to
the LANDLORD a certificate signed by an officer of TENANT
(i) containing a complete description, including the make,
model and serial number, if any, of any machinery or
equipment constituting a part of the Extended Plant which is
to be removed from said Extended Plant, (ii) stating the
reason for such removal, and (iii) setting forth the then f
fair market value of such machinery or equipment to be removed. J
(2) LANDLORD shall, unless TENANT elects to proceed under
subparagraph (3) below, retain such machinery or equipment i
itself, or convey the same to some third party, provided
19 -
.�7
such conveyance is not then prohibited by the law, receiving
as consideration for such conveyance an amount of money equal
to the fair market value of the machinery or equipment so
conveyed= provided that any bona fide offer from a third
party shall be conclusive as to the fair market value of the
machinery or equipment to be removed from the Extended Plant. The
consideration received for the conveyance of the said machinery
or equipment removed from the Extended Plant shall be deposited
by the LANDLORD in the Principal and Interest Account. Any
new machinery and equipment which TENANT thereafter purchases
solely with its own funds, even though such new machinery or.
equipment is purchased to replace machinery or equipment removed
pursuant to this subparagraph (2) , shall be the sole property
® of the TENANT.
(3) TENANT shall, unless it elects to request LANDLORD to
proceed under subparagraph (2) above, replace the removed
machinery or equipment with machinery or equipment having a
fair market value at least equal to the fair market value of
the machinery or equipment so removed, and any such machinery
or equipment which is installed in, on or about the Extended
Plant to replace machinery or equipment removed under this
subparagraph (3) shall be and become a part of the Extended
Plant and shall be the property of the LANDLORD subject to
this Lease. Any machinery or equipment removed from the
Extended Plant under this subparagraph (3) shall, upon its
removal and upon its replacement by additional machinery
or equipment, be the property of the TENANT. In the event
LANDLORD and TENANT cannot agree as to the fair market
value of the machinery and equipment to be removed under
this subparagraph (3) , LANDLORD shall appoint one appraiser ,
TENANT shall appoint a second appraiser, and the two appraisers
thus appointed shall appoint a third appraiser; and the
decision of any two appraisers so appointed shall be con-
20 -
clusive as to the fair market value of such machinery and
equipment. ,
TENANT shall pay all the costs and expenses of any and all such
removal and shall immediately repair at its expense all damage
to the Extended Plant caused thereby. TENANT' s right under this
Article IX to require the LANDLORD to remove from the Extended Plant
machinery and equipment constituting a part of the Extended Plant
is intended only to permit TENANT to maintain an efficient manu-
facturing and industrial operation by the removal of such machinery
and equipment as may be no longer suitable to TENANT's use of the
Extended Plant for any of the reasons set forth in this paragraph,
and such right is not to be construed to permit a removal under any
other circumstances and specifically is not to be construed to permit
® TENANT to make a wholesale removal of such machinery and equipment.
Section 3. Alteration of Plant
TENANT shall have and is hereby given the right, at its sole
cost and expense, to make such additions, changes and alterations
in and to any part of the Extended Plant as TENANT from time to
time may deem necessary or advisable; provided, however, TENANT
shall not make any addition, change or alteration which will
adversely affect the structural strength of any part of the Extended
Plant, and provided further that TENANT shall not make any addition,
change or alteration which would change the character of the Extended
• Plant so that same would not constitute a "facility" as defined in
the Act. All additions, changes and alterations made by TENANT
pursuant to the authority of this Article shall (a) be made in a
workmanlike manner and in strict compliance with all laws and ordi-
nances applicable thereto, (b) when commenced, be prosecuted to
completion with due diligence, and (c) when completed, shall be
deemed a part of the Extended Plant; provided, however , that ad-
ditions of machinery and equipment to the Extended Plant by TENANT,
not purchased or acquired from funds deposited with the LANDLORD
hereunder and not constituting repairs, renewals, or replacements
21 -
of items constituting a part of the Extended Plant shall remain
the property of TENANT and may be removed by TENANT within the
time prescribed by Section 4 of Article XIX; provided further ,
however, that all such additional machinery and equipment which
remains after the time prescribed by Section 4 of Article XIX,
shall, upon and in the event of a termination as therein provided
become the separate and absolute property of LANDLORD.
Section 4 . Additional Improvements
TENANT shall have and is hereby given the right at its sole
cost and expense, to construct on the Land described on Exhibit A
hereto, not theretofore occupied by buildings or improvements such
additional buildings and improvements as TENANT from time to time
may deem necessary or advisable. All additional buildings and
improvements constructed on said Land by TENANT pursuant to the
authority of this Article shall , during the life of this Lease,
remain the property of TENANT and may be added to, altered or
razed and removed by TENANT at any time during the life of this
Lease. TENANT covenants and agrees (a) to make all repairs and
restorations, if any, required to be made to the Extended Plant
because of the construction of, addition to, alteration or
removal of said additional buildings or improvements, (b) to
keep and maintain said additional buildings and improvements in
good condition and repair, ordinary wear and tear and damages by
fire or other casualty excepted, (c) to promptly and with due
diligence either raze and remove from said Land in a good, workman-
like manner, or repair, replace or restore such of said additional
buildings or improvements as may from time to time be damaged, by
fire or other casualty, and (d) that all additional buildings and
improvements constructed by TENANT on said Land pursuant to this
Article which remain in place on said Land after the time prescribed
by Section 4 of Article XIX shall, upon and in the event of a
termination, as therein provided, become the separate and absolute
property of LANDLORD.
- 2.2 -
1 1
ARTICLE X
PERMITS AND MECHANICS LIENS
Section 1. Permits and Authorizations
TENANT shall not do or permit others under its control to do
any work in or about the Extended Plant or to do any work
related to any repair, rebuilding, restoration, replacement , al-
teration of or addition to the Extended Plant, or any part thereof,
unless TENANT shall have first procured or caused to be procured
and paid for all requisite municipal and other governmental per-
mits and authorizations. All such work shall be done in a good
and workmanlike manner and in compliance with all applicable
building, zoning, and other laws, ordinances , governmental regu-
lations and requirements and in accordance with the requirements ,
rules and regulations of all insurers under the policies required
to be carried under the provisions of Article VI.
Section 2. Mechanics' Liens
TENANT shall not do or suffer anything to be done whereby the
Extended Plant, or any part thereof, may be encumbered by any
mechanic ' s lien or other similar lien and if , wherever and as
often as any mechanic ' s or other similar lien is filed against the
Extended Plant or any part thereof purporting to be for or on ac-
count of any labor or materials or services furnished in connection
with any work in or about the Extended Plant done by, for or under
the authority of TENANT or anyone claiming by, through or under
TENANT, TENANT shall discharge the same of record within thirty (30)
days after the date of filing. LANDLORD does not authorize or
consent to and shall not be liable for any labor or materials
furnished TENANT or anyone claiming by, through or under TENANT
upon credit, and no mechanic' s or other similar lien for any such
labor, services or materials shall attach to or affect the re-
versionary or other estate of LANDLORD in and to the Extended
Plant or any part thereof.
- 23 -
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Section 3. Contest of Lien
TENANT, notwithstanding the above, shall have the right to
contest any such mechanic' s or other similar lien if within said
thirty (30) day period stated above it notifies LANDLORD in writing
of its intention so to do and if, and provided further , TENANT
diligently prosecutes such contest, at all times effectively
stays or prevents any official or judicial sale of the Extended
Plant, or any part thereof or interest therein, under execution
or otherwise, and pays or otherwise satisfies any final judgment
adjudging or enforcing such contested lien claim and thereafter
promptly procures record release or satisfaction thereof.
ARTICLE XI
UTILITIES
Section 1. Tenant to Pay Utilities
All utilities and utility services used by TENANT in, on or
about the Extended Plant shall be paid for by TENANT and shall be
contracted for by TENANT in TENANT' s own name , and TE14ANT shall , at
its sole cost and expense, procure any and all permits, licenses
or authorizations necessary in connection therewith.
ARTICLE XII
LIABILITY FOR DAMAGES OR INJURY
Section 1. Indemnity
r
TENANT shall and covenants and agrees to indemnify, protect,
defend and save LANDLORD harmless from and against any and all
claims, demands, liabilities and costs including attorneys' fees,
arising from damage or injury, actual or claimed, of whatsoever
kind or character, to property or persons , occurring or allegedly
occurring in, on or about the Extended Plant during the life of
this Lease, and,upon notice from LANDLORD, TENANT shall defend
LANDLORD in any action or proceeding brought thereon.
Section 2. Public Liability Insurance r
TENANT further covenants and agrees to maintain, from and
• after the expiration of the public liability insurance required
under Article IV hereof and at all times thereafter during
the life of this Lease, public liability- insurance (including
coverage for all losses whatsoever arising from the ownership,
maintenance, operation or use of any automobile, truck or other
motor vehicle) , under which LANDLORD shall be named an insured,
properly protecting and indemnifying LANDLORD in an amount not
less than $300,000 for injury (including death) to any one person,
not less than $1 ,000,000 for personal injuries (including death)
in any one accident, and not less than $250 , 000 for property damage.
The policies of said insurance shall contain a provision that such
insurance may not be cancelled by the issuer thereof without at
least ten (10) days' advance written notice to LANDLORD and
TENANT. Such policies or copies or certificates thereof shall be
furnished to LANDLORD.
ARTICLE XIII
INSPECTION OF LEASED PREMISES
Section 1. Landlord' s Access to Premises
LANDLORD, for itself and its duly authorized representatives
and agents, reserves the right to enter the Extended Plant at all
reasonable times during the term of this Lease for the purpose of.
(a) examining and inspecting the same, and (b) performing such
work in and about the Extended Plant made necessary by reason of
TENANT' s default under any of the provisions of this Lease. LAND-
LORD may, during the progress of said work mentioned in (b) above,
keep and store in and about the leased premises all necessary
materials, supplies and equipment and shall not be liable for necessary
inconvenience, annoyances , * disturbances, loss of business or other
damage suffered by reason of the performance of any such work or
by the storage of materials, supplies and equipment.
ARTICLE XIV
EXTENSION OF BASIC TERM OF LEASE
Section 1. Tenant' s Option to Extend Term
TENANT shall have and is hereby given the rights and options
25 -
• 1 ,
to extend the term of this Leave for ten (10) consecutive periods of
five (5) years each, provided that (a) TENANT shall give LANDLORD
written notice of its intention to exercise any of such options
at least 90 days but not more than 120 days prior to the expiration
of the then current term of this Lease, and (b) TENANT is not in
default hereunder in the payment of basic rent at the time it gives
LANDLORD such notice. In the event TENANT exercises any of said
options, the terms, covenants , conditions and provisions set forth
in this Lease shall be in full force and effect and binding upon
the LANDLORD and TENANT during any such extended term except that
TENANT covenants and agrees to pay to LANDLORD on or before January
1 of each and every year during such extended term, in lieu of the
basic rental and additional rental provided for under Article II of
this Lease, the sum of Fifteen Thousand Dollars ($15 ,000) per year,
which said sum is the equivalent of that paid by TENANT to LAND-
LORD during the basic term of this Lease in lieu of Impositions
and shall be subject, in all respects, to the provisions of Article
V hereof.
ARTICLE XV
CONDEMNATION OF ENTIRE EXTENDED PLANT
Section 1. Eminent Domain as to Substantially
All of the Extended Plant
If during the life of this Lease title to substantially all of
the Extended Plant be condemned by any authority having the power
of eminent domain, this Lease shall (except as to the following pro-
visions of this Article) , ipso facto, terminate on the date pos-
session of substantially all of the Extended Plant is required to
be surrendered to the condemning authority. A condemnation which
renders the Extended Plant untenantable or which materially impairs
the efficient utilization of the Extended Plant by TENANT shall be
deemed to be a condemnation of title to substantially all of the
Extended Plant.
Section 2. Disposition of Awards Received
All awards received as a result of the condemnation as in this
Article XV provided shall be distributed, apportioned and applied
in accordance with the provisions of Article XX hereof.
ARTICLE XVI
CONDEMNATION AS TO PART OF EXTENDED PLANT
® Section 1. Eminent Domain as to Less Than
Substantially all of Extended Plant
If during the life of this Lease title to less than sub-
stantially all of the Extended Plant be condemned by any authority
having the power of eminent domain, this Lease shall not be
thereby terminated, and neither the term nor any of the obli-
gations (including the payment of rentals) of either party under
this Lease shall be reduced or affected in any way.
Section 2. Disposition of Awards Received Prior
to Payment of Bonds and No Part of
Extended Plant is Damaged
If no part of the Extended Plant or title to less than sub-
,
stantially all of the Extended Plant is condemned or damaged as
a result of the condemnation during the term of this Lease, then
all awards received from such condemnation before the Bonds and
interest thereon shall have been paid in full shall , when received,
become the absolute property of LANDLORD, and TENANT hereby as-
signs and transfers to LANDLORD any and all awards granted in con-
nection with such condemnation, and, after deducting all attorneys '
fees and costs incurred by LANDLORD in connection with such condem-
nation, shall be forthwith deposited in an account designated
"Von Hoffmann Corporation Construction Account" (the "Construction
Account" ) . LANDLORD shall, and covenants and agrees to repair ,
rebuild and/or rearrange the Extended Plant and hereby agrees to
pay for said repair, rebuilding or rearranging, including the
repair, rebuilding or replacement of certain machinery and equipment,
but solely from said Construction Account. The provisions of Article
IV, Sections 2, 3, 4, 51 6, 7 , and 8 shall apply and are incorporated
in this Article XVI as if fully set out at length.
Section 3. Disposition of Awards Received After
Payment of Bonds
All awards received as a result of the condemnation as in this
Article XVI provided, and after the Bonds and interest thereon shall
- 27 -
f
f
have been paid in full , shall be distributed, apportioned and
applied in accordance with the provisions of Article XX hereof.
ARTICLE XVII
CONDEMNATION AS TO TENANCY
Section 1. Eminent Domain as to Use
If during the life of this Lease the use, for a limited
period, of all. or part of the Extended Plant be condemned by any
authority having the power of eminent domain, this Lease shall
not be thereby terminated and neither -the term nor any of the
obligations (including the payment of rentals) of either party
under this Lease shall be reduced or affected in any way.
Section 2. Disposition of Awards Received
All awards received as a result of the condemnation as in this
Article XVII provided shall be distributed , apportioned and applied
in accordance with the provisions of Article XX hereof. .
Section 3 . Restoration of Facility
If the period of condemnation of the use, for a limited
period, of all or part of the Facility, shall end before the
Bonds and interest thereon shall have been paid in full , TENANT shall,
upon being restored to possession, restore the Facility as nearly
as may be possible to the condition existing immediately prior to
such condemnation.
ARTICLE XVIII
DAMAGE OR DESTRUCTION
Section 1. Damage or Destruction by Fire
or other Casualty
If at any time during the life of this Lease the Extended
Plant is damaged or destroyed by fire or other casualty, LANDLORD
shall, unless substantially all of the Extended Plant is damaged
or destroyed, proceed with due diligence to repair , restore, rebuild
or replace said damaged or destroyed Extended Plant to as good
condition as it was in immediately prior to such damage or destruction,
subject to such alterations as TENANT may elect to make as permitted
in Article IX. A damage or destruction which renders the Extended
Plant untenantable or which materially impairs the efficient utili-
- 28 -
zation of the Extended Plant by TENANT shall be deemed to be a
damage or destruction of substantially ail of the Extended Plant.
Section 2. Application of Insurance Moneys Received
Prior to Payment of Bonds
(a) All insurance proceeds collected by LANDLORD on the
policy or policies of insurance maintained pursuant to the pro-
visions of this Lease as a result of damage to or destruction of less
than substantially all of the Extended Plant , by fire or other
casualty and prior to the payment in full of all Bonds and interest
thereon shall, after deducting all attorneys ' fees and costs
incurred by LANDLORD in connection therewith, be forthwith de-
posited in an account designated "Von Hoffmann Corporation Con-
struction Account" (the "Construction Account") . LANDLORD shall
pay for the repair, restoration, rebuilding or replacing required
of it to be done by Section 1 of this Article XVIII; but solely
from said Construction Account. The provisions of Article IV ,
Sections 2, 3 , 4 , 5, 6, 7 , and 8 shall apply and are incorporated
in this Article XVIII as if fully set out at length.
(b) All insurance proceeds collected by LANDLORD on the policy
or policies of insurance maintained pursuant to the provisions
of this Lease as a result of damage to or destruction of substantially
all of the Extended Plant by fire or other casualty and prior to
the payment in full of all Bonds and interest thereon shall be
apportioned, distributed and applied in accordance with the pro-
visions of Article XX hereof.
Section 3. Application of Insurance Moneys Received
After Payment of Bonds
All insurance proceeds collected by LANDLORD on the policy
or policies of insurance maintained pursuant to the provisions of
this Lease as a result of damage to or destruction by fire or other
casualty of the Extended Plant and after the Bonds and interest
thereon shall have been paid in full shall be distributed, apportioned
and applied in accordance with the provisions of Article XX hereof.
- 29 -
Section 4 . Application of Insurance Moneys in
Event of Tenant's Default
Anything in this Article to the contrary notwithstanding,
® LANDLORD shall not be obligated to restore the premises by the
application of all or any part of the insurance moneys in the
event (i) TENANT is in default in the payment of basic rent or
additional rent, (ii) LANDLORD has given notice to TENANT of any
other default on TENANT' s oart under this Lease or (iii) a default
described under Article XIX has occurred. In the event TENANT
shall cure the defaults specified in (i) and (ii) above or a
default specified in (iii) above shall cease to exist, LANDLORD
shall be obligated to apply the insurance moneys to restoration
in accordance with the provisions of this Article; provided, how-
ever, that, if this Lease is terminated or LANDLORD otherwise re-
enters and takes possession of the Extended Plant without terminating
this Lease under the provisions of Article XIX, the LANDLORD shall
deposit all of the insurance moneys then held by it in the
Principal and Interest Account.
ARTICLE XIX
DEFAULT
Section 1. Tenant' s Default
This Lease is made on condition that if :
(a) TENANT defaults in the due and punctual payment of
basic rent or additional rent and such default continues
for ninety (90) days after notice thereof to TENANT from the
LANDLORD; or
(b) TENANT defaults in the keeping or performance of
any other covenant or obligation herein contained on
TENANT' s part to be kept or performed, and TENANT fails
to remedy the same within ninety (90) days after LANDLORD
shall have given TENANT written notice specifying such default
(or within such additional period, if any, as may be reason-
ably required to cure such default if it is of such nature
that it cannot be cured within said ninety (90) day period
•
30 -
because of governmental restriction or other cause beyond
the control of the TENANTO; or
® (c) TENANT shall file a voluntary petition under the Bank-
ruptcy Act, as amended, or an involuntary petition under
the Bankruptcy Act, as amended, is filed against TENANT,
and TENANT, after full hearing, is adjudged to be bankrupt,
insolvent or unable to pay its debts as they mature;
TENANT makes an assignment for the benefit of its creditors;
a trustee or receiver, after full hearing, is appointed or
retained to take charge of and manage any substantial part
of the assets of TENANT; or any execution or attachment shall
issue against TENANT whereupon the Extended Plant , or any part
thereof or any interest therein of TENANT under this Lease
shall be taken or attempted to be taken and the same is not
released prior to judicial sale thereunder (each of the
events described in this subparagraph being deemed a default
under the provisions of this Lease) ,
then LANDLORD may at LANDLORD's election, then or at any time there-
after and while such default shall continue, give TENANT written
notice of intention to terminate this Lease on a date specified
therein, which date shall not be earlier than thirty (30) days after
such notice is given, and, if all defaults shall not then have been
cured, on the date so specified, TENANT' s rights to possession of the
• Extended Plant shall cease, this Lease shall thereupon be terminated,
and LANDLORD may re-enter and take possession of the Extended Plant
as its own property; and as an alternative remedy LANDLORD may
at LANDLORD' s election, without terminating this Lease, re-enter
the Extended Plant or take possession thereof pursuant to legal
proceedings or pursuant to any notice provided for by law, and,
having elected to re-enter or take possession of the Extended Plant
without terminating this Lease, LANDLORD shall use reasonable diligence
to relet the Extended Plant, or parts thereof , for such term or terms
. - 31 -
1 1 ,
and at such rental and upon such other terms and conditions as
LANDLORD may deem advisable, with the right to make alterations and
repairs to the Extended Plant. No such re-entry or taking of pos-
session of the Extended Plant by LANDLORD shall be construed as an
election on LANDLORD' s part to terminate this Lease , and no such
re-entry or taking of possession by LANDLORD shall relieve TENANT
of its obligation to pay basic rent and additional rent (at the time
or times provided herein) or of any of its other obligations
under this Lease, all of which shall survive such re-entry
or taking of possession; and TENANT shall continue to pay the
basic rent and additional rental provided for in this Lease until
the end of the term whether or not the Extended Plant shall have
been relet, less the net proceeds, if any, of any reletting of the
Extended Plant after deducting all of LANDLORD' s expenses in or in
connection with such reletting, including without limitation all
repossession costs, brokerage commissions, legal expenses, expenses
of employees, alteration costs and expenses of preparation for
reletting. The net proceeds of any reletting shall be deposited in
the Principal and Interest Account. Having elected to re-enter
or take possession of the Extended Plant without terminating
this Lease, LANDLORD may by notice given at any time thereafter
while TENANT is in default in the payment of basic rent or ad-
sitional rent or in the performance of any other obligation under
. this Lease elect to terminate this Lease on a date to be specified
in such notice, which date shall be not earlier than thirty (30)
days after the giving of such notice, and, if all defaults
shall not have then been cured on the date so specified, this
Lease shall thereupon be terminated. If in accordance with any
of the foregoing provisions of this Article LANDLORD shall have
the right to elect to re-enter and take possession of the Extended
Plant, LANDLORD may enter and expel TENANT and those claiming through
32
•
, I
I
or under TENANT and remove the property and effects of both or
either (forcibly if necessary) without being guilty of any manner
® of trespass and without prejudice to any remedies for arrears of
rent or preceding breach of covenant.
Section 2. Survival of Tenant' s Obligations
TENANT covenants and agrees with LANDLORD that its obligations
under this Lease shall survive any cancellation and termination of
this Lease pursuant to this Article XIX and that TENANT shall
continue to pay the basic rent or additional rent and perform all
other obligations provided for in this Lease, all at the time or
times provided in this Lease.
Section 3. Performance of Tenant' s Obligations
by Landlord
If TENANT shall fail to keep or perform any of its obligations
as provided in this Lease in respect of (a) maintenance of insur-
ance, (b) payments under Article V, (c) repairs to and maintenance of
the Extended Plant, (d) compliance with legal or insurance requirements ,
(e) keeping the Extended Plant lien free, or in the making of any
other payment or performance of any other obligation, then LAND-
LORD may (but shall not be obligated so to do) upon the continuance
of such failure on TENANT' s part for thirty (30) days after notice
of such failure is given TENANT by LANDLORD and without waiving
or releasing TENANT from any obligation hereunder, as an additional
• but not exclusive remedy, make any such payment or perform any
such obligation, and all sums so paid by LANDLORD in making such
payment or performing such obligation shall be deemed additional
rent and shall be paid to LANDLORD on demand; and, if not so paid
by TENANT, LANDLORD shall have the same rights and remedies provided
for in this Article XIX in the case of default by TENANT in the
payment of basic rent.
Section 4. Surrender of Possession
Upon accrual of LANDLORD' s right of re-entry because of
TENANT ' s default hereunder or upon the cancellation or termination
of this Lease by lapse of time or otherwise, TENANT shall peacefully
1 1 1
surrender possession of the Extended Plat to LANDLORD in good
condition and repair, ordinary wear and .tear excepted; provided,
however, TENANT shall have the right, prior to the termination of
this Lease, to remove from the leased premises the buildings
and improvements, machinery and equipment, the furniture and trade
fixtures which TENANT owns under the terms of this Lease. All
repairs to and restorations of the Extended Plant , required to
be made becase of such removal shall be made by and at the sole cost
and expense of TENANT. All machinery and equipment , furniture,
trade fixtures, and buildings and improvements owned by TENANT
and which are not so removed from the Extended Plant prior to the
termination of this Lease shall become the separate and absolute
property of LANDLORD.
® Section 5. Payment of all Moneys Received
to Principal and Interest Account
All moneys received by LANDLORD as a result of the exercise
by it of its rights provided by this Article XIX shall , after
deducting all attorneys ' fees and costs incurred by LANDLORD
in connection therewith shall forthwith be deposited in the
Principal and Interest Account and shall be distributed and ap-
plied in accordance with the provisions of Section 5, Article II ,
hereof.
ARTICLE XX
DISPOSITION OF AWARDS
Section 1. Disposition of Awards Received Prior
to Payment of Bonds
All awards received as a result of the condemnation as to
substantially all of the Extended Plant (as provided by Article
XV) , or the condemnation as to Tenancy (as provided by Article XVII)
or the damage or destruction of substantially all of the Extended
Plant by fire or other casualty (as provided by Article XVIII)
during the term of this Lease and before the Bonds and interest
thereon shall have been paid in full shall be distributed , apportioned
and applied as follows:
• - 34 -
(a) LANDLORD shall receive as its absolute property , and
® TENANT hereby assigns and transfers to LANDLORD , all sums awarded
as shall represent compensation for the value of the Extended Plant
and all machinery and equipment which, by the terms of this
Lease, is the property of LANDLORD , and, after deducting all
attorneys' fees and other expenses and costs incurred by LAND-
LORD in connection therewith, LANDLORD shall deposit all the net
sums so received in the Principal and Interest Account. The
Bonds shall as soon thereafter as practicable be called for redemption.
All moneys then held in the Principal and Interest Account shall be
used for the purpose of paying the principal of and all interest
accrued on the Bonds so called for redemption and all costs and
expenses incurred in connection with the call, redemption and
payment of said outstanding Bonds and all other lawful costs and
expenses of LANDLORD; provided, however, if the funds then held in the
Principal and Interest Account are insufficient in amount for the
purposes aforesaid, TENANT shall be obligated to pay, and it does
hereby covenant and agree to pay, as additional rent, upon demand
therefor, such further sums of money, in cash, as may be required
for such purposes; and, provided, further, if the funds then held
in the Principal and Interest Account are in excess of the amount
necessary for the purposes aforesaid, such excess shall be dis-
tributed in accordance with the provisions of Article II , Section'
5 hereof.
(b) All other sums received shall then belong to TENANT
as its sole and absolute property.
Section 2. Disposition of Awards Received
After Payment of Bonds
All awards received as a result of the condemnation as to
substantially all of the Extended Plant (as provided by Article
XV) , the condemnation as to part of the Extended Plant (as pro-
vided by Article XVI) , the condemnation as to Tenancy (as pro-
vided by Article XVII) and all insurance proceeds collected as
• - 35 -
a result of the damage to or destruction of property (as provided
by Article XVIII) and after all Bonds and interest thereon have
been paid in full, shall, after payment of all costs and expenses,
including attorneys' fees, lawfully incurred by LANDLORD shall have
been paid, be the sole and separate property of TENANT.
Section 3 . Rights of Tenant not Diminished
Nothing contained in this Lease shall be construed to pre-
clude the TENANT from receiving directly from or prosecuting any
claim directly against any condemning authority in condemnation
proceedings or against any third party for loss of business or de-
preciation to, damage to, or cost of removal of, or value of stock,
trade fixtures, furniture, and other personal property belonging
to the TENANT; provided, however, that no such claim shall diminish
® or otherwise adversely affect any award to which LANDLORD may be
entitled.
Section 4. Tenant's Right of Participation
TENANT shall have the right to notice and to participate in
all eminent domain proceedings and all actions for damages against
third parties and/or insurance carriers together with the LAND-
LORD. The LANDLORD shall not settle any such eminent domain
proceedings or actions for damages and proceedings against third
parties and/or insurance carriers without the prior written consent
of the TENANT.
. ARTICLE XXI
OPTIONS TO PURCHASE
Section 1. Tenant ' s Right to Purchase
In consideration of TENANT and Von Hoffmann Press , Inc. ,
selecting the City of Jefferson as the location for the present
extension of their manufacturing and business capacity and in
consideration of TE14ANT entering into this Lease whereby it is
bearing the entire cost: of this undertaking, for these and other
good and valuable considerations, the receipt of which is hereby
acknowledged by LANDLORD, TENANT, and/or its parent or subsidiary
corporations, including but not limited to Von Hoffmann Press , Inc. ,
• hereinafter referred to as "Optionee" , shall have the right and
14 r _
i
option to purchase all or any part of the Land , Plant , facility
Machinery and Equipment, which is the subject of that certain
1.
Lease heretofore entered into by and between LANDLORD and Von i
® Hoffmann Press, Inc. , which said Lease is dated January 26, 1967 ,
and attached hereto and made a part hereof and marked Exhibit D,
together with the Extended Plant which is the subject of the j
instant Lease, (hereinafter collectively referred to as the "Option
i
Property" ) at the following times: (i) at any time when all of
the bond and interest thereon have been paid in full, (ii) on January
25, 1992 being the termination date of the basic term of this Lease
and that entered into on the 26th day of January, 1967 , (iii) if
Optionee exercises its options to extend the term of this Lease
pursuant to the provisions of Article XIV hereof, or the terms of
Article XIV of the Lease dated January 26, 1967 , at any time during
® any such extended term, (iv) at any time during the life of this
Lease or the Lease dated January 26, 1967 , if substantially all of I
the Optioned Property is damaged or destroyed by fire or any other
casualty, and (v) at any time during the life of this Lease of the
Lease dated January 26, 1967 , if title to , or the use for a limited
period of, substantially all of the Option Property be condemned
by any authority having a power of eminent domain. Optionee shall
exercise the aforesaid option by giving LANDLORD written notice
of Optionee' s election to exercise said option and specifying the
i
date, time and place of closing, which date (the "Closing Date")
shall neither be earlier than sixty (60) days nor later than 1
ninety (90) days after the notice is given; provided, however , that
Optionee may not exercise the said option if Optionee is in default
hereunder or is in default under the Lease dated January 26, 1967 , at
the time said notice is given and may not purchase the Option Pro-
perty on the Closing Date if Optionee is in default as aforesaid
on the Closing Date.
Section 2. Quality of Title and Purchase Price
If said notice of election to purchase be given as aforesaid,
LANDLORD shall and covenants and agrees to sell and convey the
• - 37 -
Option Property to Optionee on the Closing Date free and clear
of all liens and encumbrances whatsoever, except (i) those to
• which the title was subject on the date of commencement of the
term of the aforesaid Leases or became subject to with Optionee' s
written consent or which resulted from any failure to with Optionee
to perform any of its agreements or obligations under the afore-
said Leases (ii) taxes and assessments, general and special, if any,
and (iii) the rights ,:" titles and interests of any party having
condemned or who is attempting to condemn title to , or the use
for a limited period of, all or any part of the property so trans-
ferred, for the price and sum as follows (which Optionee shall and
covenants and agrees to pay in cash at the time of delivery of
LANDLORD's deed as hereinafter provided) :
® (a) The full amount which is required , when
added to the amounts in the Principal and
Interest Accounts on the Closing Date, to
provide LANDLORD and its Paying Agent (s) ,
for its Bonds with funds necessary to re-
deem and pay in full (i) principal of all
of LANDLORD ' s outstanding Bonds , (ii) all
interest due thereon in accordance with the
terms of the Bond Ordinances (iii) all costs,
expenses and premiums incident to the redemp-
tion and payment of said Bonds in full , and
(iv) all other costs and expenses of LANDLORD,
plus
(b) $1. 00
Nothing in this Article shall release or discharge Optionee from
anu duties or obligations under this Lease or the Lease dated
January 26, 1967 , to make any payment of basic rent or additional
rent which, in accordance with the terms of the aforesaid Leases
becomes due and payable prior to the Closing Date or from any duties
and obligations stated in said Leases to be performed and observed by
Optionee prior to the Closing Date.
Section 3. ' Closing of Purchase
On the Closing Date, LANDLORD shall deliver to Optionee or
its designee, its special warranty deed, properly executed and
conveying the Option Property to Optionee or its designee, free and
clear of all liens and encumbrances whatsoever except as stated
0
38 -
above or conveying such other title to said Option Property as
may be acceptable to TENANT and then and there Optionee shall
pay the full purchase price for said Option Property as follows:
(i) the amount specified in " (a) " of the proceding paragraph
shall be paid to LANDLORD who shall. deposit the same
in the Principal and Interest Accounts, and (ii) the amount
specified in " (b) " of the preceding paragraph shall be paid to
the LANDLORD; provided, however, nothing herein shall require
LANDLORD to deliver its said special warranty deed to Optionee
or its designee until after all duties and obligations of Optionee
under the aforesaid Leases to the date of such delivery shall have
been fully performed and satisfied. Upon the delivery to Optionee
or its designee of LANDLORD' s said special warranty deed, and
payment of the purchase price by Optionee, the aforesaid Leases
shall, ipso facto, terminate.
ARTICLE XXII
MISCELLANEOUS
Section 1. Notices
All notices required or desired to be given hereunder shall
be in writing, and all such notices and other written documents
required or desired to be given hereunder shall be deemed duly served
and delivered for all purposes (a) upon LANDLORD, if delivered in
person to its duly elected, qualified and acting Mayor or Clerk
or if a copy thereof be mailed by certified or registered mail,
postage prepaid, addressed to LANDLORD at the public office of
its duly elected, qualified and acting Clerk or at such other place
as LANDLORD from time to time may designate in writing to TENANT,
and (b) upon TENANT, if a copy thereof be mailed by certified or
registered mail, postage prepaid, addressed to TENANT, Von Hoff-
mann Corporation, office of the President, 1000 Camera Avenue,
Crestwood, Missouri, 63126, or at such other place as TENANT from
time to time may designate in writing to LANDLORD. All notices
given by certified or registered mail as aforesaid shall be ,
deemed duly given as of the date they are so mailed.
- 39 -
Section 2. Net Lease
The parties hereto agree (a) that this Lease is intended to
be a net lease , (b) that the payments of basic rent are designed
to provide LANDLORD with funds adequate in amount to pay all
i
principal of and interest on the Bonds as the same become due
and payable, and (c) that, to the extent that the payments of basic
rent are not sufficient to provide LANDLORD with funds sufficient
for the purposes aforesaid, TENANT shall be obligated to pay,
and it does hereby covenant and agree to pay, upon demand therefor ,
as further basic rent , such further sums of money, in cash, as may
from time to time be required for such purposes.
Section 3 . Disposition of Funds Payable into
Principal and Interest Account
If the LANDLORD shall hold sufficient funds in the
Principal and Interest Account to pay all principal and interest
due or to become due on the Revenue Bonds and all costs , expenses
and premiums incident to the payment and redemption of the
Bonds, or if all principal and interest on the Bonds shall have been
paid in full, in either event, any additional funds received by
LANDLORD which are, under the terms of this Lease, payable into
the Principal and Interest Account shall, unless otherwise pro-
vided in this Lease, be distributed as provided in Article II , f
Section 5 hereof.
From the available funds in the Principal and Interest
Account, the LANDLORD shall pay all principal of and interest
on the Bonds, and shall , upon written request of TENANT, call
and redeem the Bonds in accordance with the provisions of the
Bond Ordinance.
All funds remaining in the Principal and Interest Account
after all principal of and interest on all the Bonds shall have been
paid in full, shall, after payment therefrom to LANDLORD of any
sums of money then due and owing by TENANT under the terms of
this Lease, be distributed as provided in Article II , Section
5 , hereof.
40 -
1
Section 4 . Rights and Remedies
® The rights and remedies reserved by LANDLORD and TENANT here-
under and those provided by law shall be construed as cumulative
and continuing rights. No one of them shall be exhausted by the
exercise thereof on one or more occasions. LANDLORD and TENANT
shall each be entitled to specific performance and injunctive or
other equitable relief for any breach or threatened breach of any
of the provisions of this Lease, 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.
Section 5. Waiver of Breach
No waiver of any breach of any covenant or agreement herein
contained shall operate as a waiver of any subsequent breach of
the same covenant or agreement or as a waiver of any breach of
any other covenant or agreement and in case of a breach by either
party of any covenant, agreement or undertaking, the non-defaulting
party may nevertheless accept from the other any payment or payments
or performance hereunder without in any way waiving its right to
exercise any of its rights and remedies provided for herein or
otherwise with respect to any such default or defaults which were
in existence at the time such payment or payments or performance
were accepted by it.
SSection 6. Abandonment by Tenant
If TENANT vacates or abandons the Extended Plant , LANDLORD shall
have all the same rights and remedies against TENANT by reason
thereof as are herein granted to LANDLORD upon and by reason of
a default of the TENANT.
Section 7. Expenses and Charges of the Landlord
Wherever in this Lease it is provided that the TENANT shall
pay the costs, expenses and fees including attorneys ' fees incurred
by the LANDLORD, TENANT' s obligations shall be limited to such
thereof as are necessary and reasonable.
e - 41 -
Section 8. Consents and Approvals
® Wherever in this Lease it is provided that the LANDLORD or
TENANT shall, may or must give its approval or consent, or execute
supplemental agreements or schedules , LANDLORD or TENANT shall
not unreasonably, arbitrarily or unnecessarily withhold or refuse
to give such approvals or consents or refuse to execute such
supplemental agreements or schedules.
Section 9. Quiet Enjoyment and Possession
LANDLORD covenants that so long as TENANT shall not be in
default under this Lease, TENANT shall and may peaceably and
quietly have, hold and enjoy the Extended Plant leased hereunder
and that LANDLORD will defend TENANT's enjoyment and possession
thereof against all parties.
Section 10. Due Organization of Landlord '
LANDLORD covenants that it is a municipal corporation duly
organized and existing under the laws of the State of Missouri,
with lawful power and authority to enter into this Lease, acting
by and through its duly authorized officials.
Section 11. Additional Covenants of Tenant
. TENANT covenants that is it a corporation duly organized and
existing under the laws of the State of Missouri, authorized and '
empowered to do business in said State, with lawful power and
authority to enter into this Lease, acting by and through its
duly authorized officers. The execution of this Lease and the
performance of the terms of this Lease by TENANT will not result
in a breach of any of the terms of, or constitute a default under,
any indenture, mortgage, deed of trust, lease, or other agreement
or instrument to which TENANT is a party, or by which it or any
of its property is bound, or the TENANT' s Certificate of Incorpora-
tion or Bylaws, or any order, rule or regulation applicable to
TENANT or its property of any court or other governmental body.
Section 12. Amendments to Lease
This Lease may be amended, changed or modified in the follow-
- 42 -
ing manner:
(a) With respect to any amendment, change or modification
which will not materially adversely affect the security of the
holders of any of the Bonds, by an agreement in writing
executed by the LANDLORD and TENANT and consented to in
writing by the holders of 75% of the aggregate principal
amount of the Bonds then outstanding; and
(b) With respect to any amendment, change or modification
which reduces the basic rent or additional rent, or any
amendment which reduces the percentage of Bondholders whose
consent is required for any such amendment, change or
modification, by an agreement in writing executed by
LANDLORD and TENANT and consented to in writing by the
® holders of 100% of the aggregate principal amount of the
Bonds then outstanding.
(c) With respect to all other amendments, changes or
modifications by an agreement in writing executed by
LANDLORD and TENANT.
Section 13 . Construction and Enforcement
This Lease shall be construed and enforced in accordance with
the laws of Missouri. Wherever in this Lease 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. The term "TENANT" and all
pronouns used herein referring to "TENANT" shall include the
singular and plural and masculine, feminine and neuter gender,
as the context and circumstances require, and, if there be two
or more included in the term, the provisions hereof shall apply
to each, jointly and severally.
43 -
•
Section 14 . Priority of Lease
Notwithstanding anything to the contrary in this Lease, so
long as TENANT shall not be in default under this Lease, this Lease
and the estate of TENANT hereunder are and shall continue to be
superior and prior to any and all mortgages now or hereafter a
lien upon the Extended Plant leased hereunder or any part thereof
or interest therein.
Section 15. Invalidity of Lease Provisions
If for any reason any provision hereof shall be determined to
be invalid or unenforceable, the validity and effect of the other
provisions hereof shall not be affected thereby.
Section 16. Covenants Run With Leased Property
The covenants, agreements and conditions herein contained
® shall run with the property and premises hereby leased and shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed these
presents as of the day and year first above-written.
LANDLORD:
(CORPORATE SEAL) CITY .OF JEFFE ON, MI 80 RI
ATTEST:
� = B
it lerk Mayo
. TEN NT:
" (CORPORATE SEAL) VO FFMANN CORPORATION
ATTEST
By U.ti
-- Tit 1>
Title
OPTIONEE:
VON HOFFMANN PRESS, INC.
L
-7�u.�-t.[ By
t e
• - 44 -
L M
STATE OF MISSOURI )
SS.
COUNTY OF )
On this day of 1979, before
me appeared , to me
personally known, who, being by Ze duly sworn, did say that he
is the Mayor of the City of Jefferson, Missouri, that the seal
affixed to the foregoing instrument is the corporate seal of said
City, and that said instrument was signed and sealed in behalf of said
City by authority of its City Council, and said
acknowledged said instrument to be the free act and eed of said
City.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in said County and State, the day
and year first above written.
MY COmmfSSion .Vfre4 May 26, 1981 Notary Public
My Commission Expires:
(SEAL)
,STATE OF MISSOURI )
SS.
COUNTY OF
On this b3'J day of Q �� 1979, before
me appeared Al to me personally known, who,
being by me duly sworn did say that he is the 7 ,7E�ttQQ,��
of VON HOFFMANN CORPORATION, a Missouri corporation, that the seal
affixed to the foregoing instrument is the corporate seal of said
Corporation, and, that said instrument was signed and sealed in behalf
of said Corporation by authority of its Board of Directors, and
said �`1k8 t > Zu,2 ��t acknowledged said instru-
ment to be the free act and deed of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in said County and State, the ,day
and year first above-written.
- 45 -
r
i
C
Notary Public
My Commission Expires:
MY C0111110331ti .11.81
(SEAL)
STATE OF MISSOURI )
SS
COUNTY OF • rS '�)
On this 2,L,& day of 1979, before
me appeared ,�cr�,1p , to me personally known, who,
being by me duly sworn did say that he is the P",C'-�Gc_c Q41�
of VON HOFFMANN PRESS, INC. a Missouri corporation, that the seal
affixed to the foregoing instrument is the corporate seal of said
Corporation, and, that said instrument was signed and sealed in behalf
of said Corporation by authority of its Board of Directors, and
said 7� acknowledged said instru-
ment to be the free act and deed of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in said County and State, the day
and year first above-written.
Aw .
Notary Public
My Commission Expires:
,j;r1;;'1 z;MjH rxpires 7-11.81
(SEAL)
- 46 -