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HomeMy Public PortalAboutORD07701 7� BILL N0. J ORDINANCE NO. .'7 '?oL AN ORDINANCE AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE THE INDUSTRIAL REVENUE BONDS, SERIES OF 1965, OF SAID CITY IN THE AMOUNT OF $2,000,000 FOR THE PURPOSE OF PURCHASING AND CONSTRUCTING A PLANT TO BE LEASED TO CHESEBROUGH-POND'S, INC. , A NEW YORK CORPORATION, FOR MANUFAC- ITURING AND INDUSTRIAL, DEVELOPMENT PURPOSES, HEREINAFTER REFERRED TO AS THE "PROJECT, " SAID BONDS TO BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM SAID PROJECT FOR INDUSTRIAL DEVELOPMENT, AUTHORIZING THE PURCHASE AND CONSTRUCTION OF SAID PROJECT AND PRESCRIBING THE FORM OF AND AUTHOR- IZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND SAID COMPANY. WHEREAS, pursuant to Section 27 of Article VI of the Constitu- tion of Missouri, 1945, as amended, and Sections 71.790 to 71.8503 1963 Supplement to Revised Statutes of Missouri, 1959, the City of Jefferson, Missouri, hereinafter sometimes referred to as the "City" , by majority vote of its governing body duly approved a Project for industrial develop- ment relating to the purchase and construction of a plant at the estimate cost of $5,500,000, $3,500,000 of which cost is to be paid out of the proceeds of the general obligation bonds of said City 'and $2,000,000 of which cost is to be paid out of the proceeds of the revenue bonds herein authorized, and the lease of the same to Chesebrough-Pond's. Inc . , a New York corporation qualified to do business in the State of Missouri, and WHEREAS, said Project was duly approved by the Division of Commerce and Industrial Development of the Department of Business and (Administration of the State of Missouri, on September 13, 1965, and WHEREAS, an ordinance was duly passed by -the City Council of said City whereby a special election was ordered to be held in said City on October 5, 1965, for the purpose of submitting to the qualified electors of said City the proposition to issue the industrial revenue I� bonds of said City in the amount of $2,000,000 for the purpose of !+ purchasing and constructing a lent to be leased to Chesebrough-Pond's, I�P g g P Inc . , a New York corporation, for manufacturing and industrial develop- ment purposes, hereinafter referred to as the "Project", said bonds to be 'payable solely from the revenues derived from said Project, and not to be 1! e i a general obligation of said City, and WHEREAS, pursuant to said ordinance and the constitutional and statutory provisions aforesaid, notice of said election was duly prepared, executed and published, and said special election was duly held in said City on said October 5, 1965, and WHEREAS, the votes cast at said special election were duly canvassed as provided by law and it was found and determined that more than four-sevenths of the qualified electors of said City voting on said proposition had voted in favor of the issuance of said $2,000,000 principal amount of industrial revenue bonds of said City, the vote on said proposition having been 5,323 votes for said proposition to 105 votes against said proposition, and WHEREAS, the governing body of said City is now fully em- powered to issue said bonds and to enter into a lease with said I Company, I NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. That the City of Jefferson, Missouri, is hereby i authorized to purchase and construct a plant to be leased to Chese- brough-Pond's Inc. , a New York corporation, for manufacturing and in- dustrial development purposes on the property described and set out as liSchedule 1 attached hereto, said real estate being hereinafter referred j to as the "Land, " and said plant and Land hereinafter referred to as the "Project" (said Project being referred to in the Lease herein authorized as the "Facility"), in accordance with the provisions of �i ! the Lease dated November 1, 1965, between said City and Chesebrough- Pond's Inc., hereinafter sometimes referred to as the "Lease, " a copy I� of said Lease being attached hereto and marked Exhibit "A", as provided I -2- i r' 1 � i R� I, in Section 16 of this ordinance. Section 2. That for the purpose of providing funds for purchasing end constructing a plant to be leased to Chesebrough-Pond.i.s Inc., a New York corporation, for manufacturing and development pur- poses, there shall be issued and hereby are authorized and directed to be issued, an issue of Industrial Revenue Bonds, Series of 1965, of the City of Jefferson, Missouri, in the principal amount of $2,000,000, said Bonds herein authorized, hereinafter sometimes re- ferred to as the "Bonds" or the "Revenue Bonds." Said Bonds and all interest thereon shall be payable solely from the rents and revenues derived from the Project and not from any other fund or source and ii shall not constitute a debt of said City within the meaning of any i �i constitutional or statutory limitation. Section 3. That said issue of Industrial Revenue Bonds, Series of 1965, of the City of Jefferson, Missouri, shall consist of I 400 bonds numbered from 1 to 400, inclusive, each of said bonds being in the denomination of $5,000. All of said bonds shall be dated November 1, 1965, and shall be numbered, shall become due serially on October 1 in each year and shall bear interest as follows: MATURITY INTEREST NUMBERS AMOUNT OCTOBER 1 RATE 1 - 41 $205,000 1967 3-3/49 42 - 84 215,000 1968 3-3/4% 85 - 129 225,000 1969 3-3/4% ' 130 - 175 230,000 1970 3-3/4% 176 - 223 240,000 1971 3-3/49 224 - 273 250,000 1972 3-3/4% 274 - 325 26o,000 1973 3-3/4% 326 - 379 270,000 1974 3-3/4% I 380 - 400 105,000 1975 3-3/4% li i II -3- I i Said Bonds shall bear interest from date, payable semiannually on April 1 and October 1 in each year. Each of said Bonds numbered 1 to 400, inclusive, shall be sub- ject to redemption and payment on any interest payment date upon either of the following conditions or events : (1) if title to, or the use for a limited period of, substantially all of the Project subject to said Lease, be condemned by any authority having the power of eminent domain; or (2) if substantially all of the Project is damaged or destroyed by fire or other casualty. In either of such events all of said Bonds shall be subject to redemption on any interest payment date prior to their ultimate maturity at the par value thereof, plus accrued interest thereon to date fixed for redemption and payment, together with a premium which shall be equal to two per cent (2%) of the principal amount of the Bonds so redeemed and paid, provided all of such Bonds are redeemed and paid according to their terms . Notice of any redemption provided for by this ordinance shall be given by United States registered mail to the Paying Agent herein designated and to the original purchasers of said Bonds, such notice to be mailed at least 30 days prior to the date fixed for redemption and payment and to specify the numberskof the Bonds to be redeemed and paid. Interest shall cease on any of said Bonds so called for redemption and payment as of the redemption date, provided funds are available to pay the same according to their terms . Said Bonds and the interest coupons to be attached thereto shat be payable in lawful money of the United States of America at Chase Manhattan Bank in the City of New York, New York. Section 4. Said Bonds shall be executed for and on behalf of the City by the facsimile signature of the Mayor and the �jmanual signature of the City Clerk and the seal of said City shall be affixed thereto. Interest coupons shall be attached to said Bonds 1 -4- representing the interest thereon and said interest coupons shall bear the facsimile signatures of said Mayor and City Clerk. Section 5. Each of said Bonds and the interest coupons attache thereto shall be in substantially the following form: No. $5.,000 UNITED STATES OF AMERICA STATE OF MISSOURI COUNTY OF COLE CITY OF JEFFERSON INDUSTRIAL REVENUE BOND, SERIES OF 1965 KNOW ALL MEN BY THESE PRESENTS: That the City of Jefferson in the County of Cole, State of Missouri, a municipal corporation, for value received, hereby .promises to pay the bearer hereof, solely out of the revenues hereinafter referred to, the sum of FIVE THOUSAND DOLLARS in lawful money of the United States of America, on the First day of October, 19 , and to pay interest thereon from the date hereof at the rate of 3 3/4% per annum, payable semiannually on April 1 and October 1 in each year after the date hereof until the said principal sum shall have been paid, upon presentation and surrender of the interest coupons hereto attached, bearing the facsimile signatures of the Mayor and City Clerk of said City, as said coupons severally become due. Both principal of and interest on this Bond are payable in lawful money of the United States of America at Chase Manhattan Bank, in the City of New York, New York. This Bond is one of an authorized series of 400 Bonds of like date and tenor, except as to number and maturity aggregating the principal amount of $2,000,000 numbered from 1 to 400, inclusive, authorized by jordinance of said City for the purpose of purchasing and constructing a r _5_ 4 f I plant to be leased to Chesebrough-Pond's. Inc . , a New York corporation, for manufacturing and industrial development purposes, said plant and the real estate on which the same is situated being sometimes hereinafter referred to as the "Project" , by the authority of and in conformity with the provisions, restrictions and limitations of the Constitution and statutes of the State of Missouri, including Section 27 of Article VI of the Constitution of Missouri, 1945, as amended, and Sections 71.790 to 71.850, 1963 Supplement to Revised Statutes of Missouri, 1959, and all other laws of said State applicable thereto and pursuant to an election duly held in said City on October 5, 1965, and to ordinances duly passed and proceedings duly had by the City Council of the City of Jefferson, Missouri. This Bond and the interest thereon are payable solely from the rents and revenues due under a Lease of the Project by the City to iChesebrough-Pond's, Inc. , dated November 1, 1965, which rents and revenues are pledged to the payment of the principal of and interest on this Bond and the series of Bonds of which this Bond is a part, and this Bond does not constitute a debt of said City within the meaning of any constitutional or statutory limitation. Reference is hereby made to the ordinance authorizing the issue of Bonds of which this Bond is one, and" said Lease for a description of the covenants of the City with respect to the collection, segregation and application of the rents and revenues of the Project, the rights, duties and obligations of the City with respect thereto, and the rights of the holders of the series of Bonds of which this Bond is one. Each of the Bonds of the series of which this Bond is one is ; subject to redemption and payment prior to maturity on any interest pay- ment date upon either of the following conditions or events : (1) if title to, or the use for a limited period of, substantially all of the Project be condemned by any authority having the power of eminent domain, i -6- or (2) if substantially all of the Project is damaged or destroyed by fire or other casualty. In either of such events, all of said Bonds shall be subject to redemption and payment at the par value thereof plus accrued interest thereon to date of .redemption, together with a premium of two per cent (2%) of the principal amount of the Bonds so called for redemption and payment, provided all of said Bonds are redeemed and paid according to their terms. Notice of the City's intention to redeem and pay said Bonds pursuant to any of the redemption provisions aforesaid, specifying the numbers of the Bonds to be redeemed and paid, shall be given by United States registered mail to Chase Manhattan Bank in the City of New York, New York, not less than 30 days prior to the date fixed for redemption and payment. It is hereby declared and certified that all acts, conditions and things required to be done and to exist precedent to and in the issu- ance of this Bond, and of the issue of which this Bond is one, have been properly done and performed, have happened and do exist in due and ( regular form and manner as required by the Constitution and statutes of the State of Missouri. IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Bond to be signed by the facsimile signature of its Mayor, attested by the manual signature of its City Clerk and its corporate seal to be affixed hereto and the interest coupons hereto attached to be signed with the facsimile signatures of said officers and this Bond to be dated this First day of November, 1965. (facsimile) _ Mayor ATTEST: City Clerk -------------------------------------- -7- (FORM OF COUPON) Coupon No. $ April, On the First day of October, l9_$ the City of Jefferson, Missouri, will pay to bearer solely from the revenues received from the rents and revenues derived from the Project described in the Bond to which this coupon is attached, and not from any other fund or source, $ in lawful money of the United States of America at Chase Manhattan Bank in the City of New York, New York, being interest due on that date on its Industrial Revenue Bond, Series of 1965, dated November 1, 1965, No. (facsimile) Mayor ATTEST: (facsimile) City Clerk ------------------------------------------------------------------------- Section 6. That the Mayor and City Clerk are hereby authorized and directed. to prepare and execute the Industrial Revenue Bonds, Series of 1965, hereinbefore described, and to deliver said Bonds to Stern Brothers & Co. , of Kansas City, Missouri, the purchaser thereof, on payment of the purchase price. Section 7. There is hereby authorized and ordered to be estab- lished in the hands of Central Missouri Trust Company, in the City of Jefferson City, Missouri, hereby designated as the City's Fiscal Agent and hereinafter referred to as the "Fiscal Agent", a separate fund or account designated as "Chesebrough-Pond's, Inc. Construction Fund", here- inafter referred to as the "Construction Fund", into which the proceeds from the sale of said Bonds shall be deposited. -8- Section 8. Concurrently with the issuance of said Bonds, the Fiscal Agent shall withdraw from said Construction Fund any accrued interest from the sale of said Bonds together with a sum which shall aggregate the sum necessary to pay the interest becoming due on said Bonds on April 1, 1966, and October 1, 1966, said amount representing the interest due on said Bonds during the estimated period of construction of the Project, and shall deposit the same in the City of Jefferson, Missouri, Principal and Interest Account for Industrial Revenue Bonds, Series of 1965, dated November 1, 1965, hereinafter created. Section 9. The Fiscal Agent shall make disbursements from said Construction Fund for the completion of the Project in accordance with the terms and provisions of the Lease dated November 1, 1965, between said City and Chesebrough-Pond's. Inc. , authorized by the provisions of this ordinance. Any moneys in said Fund not required for said purpose shall be deposited in said Principal and Interest Account at such time as the Company shall certify that the Project is complete. Section 10. There is hereby authorized and ordered to be established in the hands of the Fiscal Agent, a separate fund or account, hereby designated as the "City of Jefferson, Missouri, Principal and Interest Account for Industrial Revenue Bonds, Series of 1965, dated November 1, 1965", hereinafter referred to as "Principal and Interest Account" . The City covenants and agrees that from and after the delivery of any of the Revenue Bonds herein authorized, and continuing as long as any of said Bonds shall remain outstanding, said City will maintain said Account with the Fiscal Agent. All payments of basic rent due under said Lease between said City and Chesebrough-Ponds. Inc . shall be applied and allocated by said Fiscal Agent, beginning on the 1'�5- day of March, 1967, and continuing on the i,.7 day of September and the day of March in each year thereafter as long as any of said Revenue Bonds remain i -9- i i,, i outstanding and unpaid, to said Principal and Interest Account . All ! amounts credited to and deposited in said Principal and Interest Account i shall be expended and used by the City's Fiscal Agent for the sole purpose of paying the principal of and interest on the Revenue Bonds here- in authorized as and when the same become due. Section 11. Any moneys received by said Fiscal Agent from I� Chesebrough-Pond' s, Inc. to enable said City to call said Bonds for redemption and payment prior to their ultimate maturity shall be de- posited in said Principal and Interest Account and shall be applied solely for the purpose of redeeming and paying said Bonds, including the payment of any necessary premium due on said Bonds upon call for redemp- i tion and payment. On receipt of any such funds said City shall immedi- ately proceed to give notice of such redemption in the manner herein specified. ! Section 12. Moneys in the Chesebrough-Pond's, Inc. Construction i Fund shall, unless otherwise instructed by the Company, be invested by the Fiscal Agent in direct obligations of the United States Government i becoming due within 12 months from the date of purchase. Moneys allocate and credited to and deposited in the Principal and Interest Account may i be invested by the Fiscal Agent upon instructions from the Company in 11 bonds or other obligations of the United States becoming due not more I� than 30 days prior to the next principal or interest payment date, pro- vided, however, that moneys in said Principal and Interest Account I� in excess of the amount necessary to pay the principal of and j interest on said Bonds becoming due on the next principal or interest i payment date, may be invested by the Fiscal Agent, upon instruction from the Company, in bonds or other obligations of the United States Govern- ment, or agencies thereof, having a fixed redemption value , or becoming due without loss of principal not later than September 15, 1975• No investments shall be made pursuant to this Section 12 of this ordinance for a period longer than the time the Fiscal Agent shall determine that such funds are not required for the purpose for which they are intended. a ! All interest on any bonds or obligations held in said Construction Fund i. -10- t: or in said Principal and Interest Account shall be deposited in said Principal and Interest Account, and shall accrue to and become a part of such Account. Section 13. So long as any of the principal of and interest on the Revenue Bonds herein authorized remain outstanding and unpaid, or until payment thereof provided for, the City covenants with each of the purchasers and owners of said Bonds as follows : (A) The City will comply fully with all the terms, provisions, and conditions of the Lease which require performance by, or impose duties on the City and that the City will not permit any default in said Lease to occur on the part of the City; that it will fully and promptly enforce all of the terms, provisions and conditions of the Lease which require performance by, or impose duties on Chesebrough-Pond's, Inc. , and in the event of the occurrence of a default, as defined in the Lease, will exercise all rights, remedies conferred by the Lease and the laws of the State of Missouri for the full and complete protection of the security and rights of the bondholders and to the extent permitted by the Lease, will use its best efforts to procure a new tenant or tenants for the leased property under Lease provisions which will provide funds sufficient 3n amount to make the rental payments and other charges which Chesebrough- Pond's, Inc. is required to make under the Lease dated November 1, .1965, and will deposit the same in the Principal and Interest Account. If the City is unable to procure a new tenant who will enter into such a lease, the City may, if at the time permitted by law and with the consent of the holders of not less than 75% of the Bonds herein authorized at the time outstanding, sell the Project at a price which shall be not less than the amount of then outstanding Revenue Bonds plus interest then unpaid. (B) The City will enforce collection of the rental payments and other charges in the amounts and at the times set forth in the Lease -11- Y, f VP authorized by this ordinance and will not reduce or cause or permit to be reduced the rental payments and other charges fixed, established and re- quired by the Lease nor change or alter the time or times when the same are due and payable under said Lease, except as provided in the Lease. (C) That until payment of all the Bonds herein authorized, and interest thereon has been duly made or provided for, the City will not consent to any change, amendment, modification or termination of said Lease, except as provided therein, which will in any manner affect ad- 0 versely the rights, remedies or interest of the holders of the Bonds herein authorized. (D) Any proceeds of condemnation awards, insurance proceeds or other funds intended for the purpose of paying said Bonds and the interest thereon prior to their ultimate maturity, will be used solely and exclu- sively for said purpose. Upon receipt of any such funds, if said Bonds then be subject to redemption and payment or as soon thereafter as said Bonds become subject to redemption, the City shall promptly call said Bonds according to their terms and shall give notice of such redemption as provided in this ordinance, provided all of said Bonds then outstand- ing are so redeemed and paid. Any such funds shall be deposited with the Fiscal Agent and the same shall be used solely for the payment of the Revenue Bonds herein authorized, accrued interest thereon, any premium provided for by this ordinance and for the charges of the Fiscal Agent for paying the same. (E) The City will not issue any other obligations payable from payments made by Chesebrough-Pond's, Inc. , pursuant to the Lease, nor voluntarily create or cause to be created any debt, lien, pledge, assign- ment, encumbrance, or any other charge on said payments or on the property subject to said Lease nor will it, unless required by law or provided for by the terms of said Lease sell or otherwise dispose of the Facility or -12- 1 any part thereof; provided, however, that said City may issue from time to time additional industrial revenue bonds for the purpose of extending and improving the facilities financed out of the proceeds of this bond issue, or completing the construction or acquisition thereof, or con- structing and equipping additional improvements which extensions and improvements may be located on the land hereinbefore described, providing the following terms and conditions are met: (a) The City shall have entered into a lease or agree- ment with Chesebrough-Pond's, Inc. at rentals or payments at least sufficient to pay the principal of and interest on said bonds; (b) Chesebrough-Pond's, Inc. is not in default with respect to the payment of rent. (F) The City will cause the Company to keep constantly insured all buildings and improvements from time to time constituting a part of the property and premises leased to the Company, in the manner provided for by the Lease herein authorized. The City's shares of the proceeds of any such insurance; policies shall be payable to and deposited with the Fiscal Agent as Insurance Trustee. Any of the proceeds of such policies shall be used and applied in the manner set forth in Article XXII of said Lease. (G) The City will cause the Fiscal Agent to keep books and records relating to the Project, which shall be separate and apart from all other books, records and accounts of the City, in which complete and correct entries shall be made in accordance with standard principles of accounting of all transactions relating to the leased property and improvements, and the original purchasers of the Revenue Bonds herein authorized, any bondholder or Chesebrough-Pond's, Inc. , or their agents, shall have the right at all reasonable times to inspect all records, -13- accounts and data of the City relating to the leased property and improve- ments . Section 14. The provisions of the Bonds authorized by this ordinance and provisions of this ordinance may be modified or amended at any time by the City with the written consent of the holders of not less than 75o in aggregate principal amount of the Bonds herein authorized at the time outstanding; provided, that no such modification or amendment shall permit or be construed as permitting: (a) the extension of the maturity of the principal of any of the Bonds issued hereunder, or the extension of the maturity of any interest on any Bonds issued hereunder, (b) a reduction in the principal amount of any Bonds or the rate of interest thereon, or (c) a reduction in the aggregate principal amount of Bonds, the consent of the holders of which is required for any such amend- ment or modification. Any provision of the Bonds or of this ordinance may, however, be modified or amended in any respect with the written consent of the holders of all of the Bonds then outstanding. Every amend- ment or modification of a provision of the Bonds or of this ordinance to which the written consent of the bondholders is given as above provided shall be expressed in an ordinance of the City amending or supplementing the provisions of this ordinance and shall be deemed to be a part of this ordinance. It shall not be necessary to note on any of the outstanding Bonds any reference to such amendment or modification, if any. A certi- fied copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this ordinance shall be kept on file in the office of the City Clerk and shall be made available for inspection by the holder of any Bond or prospective purchaser or holder of any Bond authorized by this ordinance, and upon payment of the reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental ordinance or of this ordinance will be sent by the City Clerk to any such bondholder i -1�F- or prospective bondholder. Section 15. The provisions of this ordinance shall constitute a contract between the City of Jefferson, Missouri, and the holders of the Revenue Bonds herein authorized, and the holder of any one or more of said Bonds may sue, in any action, in mandamus injunction, or other proceedings, either at law or in equity, to enforce or compel performance of all duties and obligations required by this ordinance to be done or performed by said City. Nothing contained in this ordinance shall, however, be construed to impose on said City any duty or obligations to levy any taxes either to meet any obligation contained herein or to pay the principal of or interest on the Revenue Bonds of the City herein authorized. Section 16. That the tract of land hereinbefore described and the improvements and equipment to be acquired, installed and constructed thereon, pursuant to this ordinance and said Lease, shall be leased to Chesebrough-Pond's. Inc . under and pursuant to the Lease dated November 1, 1965, in the form attached to this ordinance and marked Exhibit "A", which Lease the Mayor and City Clerk are hereby authorized and directed to execute for and on behalf of and as the act and deed of the City of Jefferson, Missouri. Section 17. If any one or more of the covenants, agreements or provisions of this ordinance or of said Lease dated November 1, 1965, should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements , or provisions, and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds issued hereunder, or of the Lease. -15- Section 18. That this ordinance shall be in full force and effect from and after its passage and approval. PASSED by the City Council this day of J , 1965. May ` ATTEST: city cierk APPROVED by the Mayor this V�day of , 1965. r Mayor ATTEST: city clerk r -16- s Schedule 1 (a)Part of the East 32 of the Southwest % of Section 34, Township 45, Range 12, and part of the Northeast fractional 314' of Section 3, Township 44, Range 12, described as beginning at the Northwest corner of the East 32' of the Southwest 114' of Section 34, Township 45, Range 12; thence East with the North line of said % 34 Section 983.40 feet; thence South 3 degrees 29 minutes East and parallel with the West line of said 3i % Section 2761.33 feet to the Northerly line of the Missouri Pacific Railway Right of Way; thence continuing along the same course South 3 degrees 29 minutes East to the Southerly line of said Missouri Pacific Railway Right of Way; thence South 81 degrees 19 minutes East along the said Southerly line of Right of Way to its intersection with the Northerly line of North Ten Mile Drive; thence Westerly along the said Northerly line of North Ten Mile Drive as follows: South 58 degrees 31 minutes West 357.56 feet; thence South 64 degrees 40 minutes West 50.0 feet; thence South 78 degrees 50 minutes West 50.0 feet; thence North 82 degrees 22 minutes East 1227.0 feet to intersection with the Southerly prolongation of the West line of the East ;l of the Southwest 34 of Section 34, Township 45, Range 12; thence North along said West line and Southerly prolongation 2951.76 feet to the point of beginning, in Cole County, Missouri, INCLUDING THEREWITH easements for roadway purposes over the following described two tracts: TRACT I: A strip of land 60 feet wide and being part of the East 32' of the Southwest 34' and part of the West 32' of the Southeast 34' of Section 34, Township 45, Range 12, Cole County, Missouri, described as beginning at the center of said Section 34; thence Easterly along the 31 section line 258.65 feet to the 'West line of Missouri State Route 41; thence South along said West line 60 feet; thence Westerly and parallel with the East- West 3a section line of said Section 34 a distance of 648.12 feet to the East line of the tract of land described in the Trustee's Deed dated March 14, 1962, recorded in Book 178, page 116, office of the Recorder of Deeds of Cole County, Missouri; thence North along said East line 60 feet to the ;a section line; thence Easterly along the 34' section line 389.47 feet to the point of beginning. TRACT II: Part of the Northeast fractional 34' of Section 3, Township 44, Range 12, Cole County, Missouri, described as from the intersecting East line of Section 3, Township 44, Range 12, measure westwardly along the center line of Missouri Pacific Railroad Company Track No. 115 (formerly Bagnell Branch) 830 feet more or less, to the West line of Missouri High- way No. 41; thence Northwardly along said West line of Missouri Highway No. 41 a distance of 31 feet, more or less, to a point 30 feet Northerly of and at right angles from the center line of said Track No. 115 from the point of beginning; thence Northwesterly 30 feet Northerly of and parallel to the center line of said Tract No. 115 a distance of 705 feet; thence Northeastwardly at right angles to the center of said Track No. 115 a distance of 20 feet, more or less, to the South line of the tract of land described in the Trustee's dated March 14, 1962, recorded in Book 178, page 116, office of the Recorder of Deeds of Cole County, Missouri; thence Southeasterly along the South line of said tract to the Southeast corner of said tract; thence Northerly along the East line of said tract 40.8 feet; thence South 81 degrees 41 minutes East 100 feet; thence South 86 degrees 27 minutes East 301.04 feet; thence South 81 degrees 41 minutes East 100 feet; thence South 67 degrees 39 minutes East 103.08 feet; thence South 81 degrees 41 minutes East 78 feet to the West line of Missouri State Route 41; thence South 2 degrees 57 minutes West along said West line of State Route 41 a distance of 40.8 feet to the point of beginning. Subject to such easements, restrictions, reservations, encumbrances, limita- tions and rights of the public as are set forth in a Commitment to Insure issued by Kansas City Title Insurance Company, dated October 11, 1965, bearing No. x-800240. (b) All buildings and improvements and machinery and equipment to be constructed or purchased and installed on the land pursuant to article 1V hereof. j. � Schedule 1 (a) Part of the East M of the Southwest 34 of Section 34, Township 45, Range 12, and part of the Northeast fractional %of Section 3, Township 44, Range 12, described as beginning at the Northwest corner of the East % of the ;y Southwest 34 of Section 34, Township 45, Range 12; thence East with the North line of said 32 34 Section 983.40 feet; thence South 3 degrees 29 minutes East and parallel with the West line of said X 34 Section 2761.33 feet to the Northerly line of the Missouri Pacific Railway Right of Way; thence continuing along the same course South 3 degrees 29 minutes East to the Southerly line of said Missouri Pacific Railway Right of Way; thence South 81 degrees 19 minutes East along the said Southerly line of Right of Way to its intersection with the Northerly line of North Ten Mile Drive; thence Westerly along the said Northerly line of North Ten Mile Drive as follows: South 58 degrees 31 minutes West 357.56 feet; thence South 64 degrees 40 minutes West 50.0 feet; thence South 78 degrees 50 minutes West 50.0 feet; thence North 82 degrees 22 minutes East 1227.0 feet to intersection with the Southerly prolongation of the West line of the East 32' of the Southwest % of Section 34, Township 45, Range 12; thence North along said West line and Southerly prolongation 2951.76 feet to the point of beginning, in Cole County, Missouri, INCLUDING THEREWITH easements for roadway purposes over the following described two tracts: TRACT I: A strip of land 60 feet wide and being part of the East % of the Southwest % and part of the West h' of the Southeast 34 of Section 34, Township 45, Range 12, Cole County, Missouri, described as beginning at the center of said Section 34; thence Easterly along the 34 section line 258.65 feet to the West line of Missouri State Route 41; thence South along said West line 60 feet; thence Westerly and parallel with the East- West 34 section line of said Section 34 a distance of 648.12 feet to the East line of the tract of land described in the Trustee's Deed dated March 14, 1962, recorded in Book 178, page 116, office of the Recorder of Deeds of Cole County, Missouri; thence North along said East line 60 feet to the 34 section line; thence Easterly along the 3f section line 389.47 feet to the point of beginning. TRACT II: Part of the Northeast fractional % of Section 3, Township 44, Range 12, Cole County, Missouri, described as from the intersecting East line of Section 3, Township 44, Range 12, measure westwardly along the center line of Missouri Pacific Railroad Company Track No. 115 (formerly 1 Bagnell Branch) 830 feet more or less, to the West lino of Missouri High- way No. 41; thence Northwardly along said West line of Missouri Highway No. 41 a distance of 31 feet, more or less, to it point 30 feet Northerly of and at right angles from the center lino of suid 'Track No, 115 from the point of beginning; thence Northwesterly 30 feet Northerly of and parallel to the center line of said 'Tract No, 115 it distance of 705 feet; thence Northeastwardly at right tingles to the canter of said 'Track No. 115 a distance•of 20 feet, more or less, to the South line of the tract of land described in the Trustee's dated March 14, HXJ2, recorded in Book 178, page 116, office of the Recorder of Deeds of Cole Comity, Missouri; thence Southeasterly along the South line of said tract to the Southeast corner of said tract; thence Northerly along the last litre of strict tract 40.8 feet; thence South 81 degrees 41 minutes East 100 feet; thence South 86 degrees 27 minutes East 301,04 feet; thence South 81 degrees 41'minutes East 100 feet; thence South 67 degrees 39 minutes Dust 103.08 feet; thence South 81 degrees 41 minutes East 78 feet to the West line of Missouri State Route 41; thence South 2 degrees 57 mimttes West along said West line of State Route 41 a distance of 40,8 feet to the point of beginning. Subject to such easements, restrictions, reservations, encumbrances, limita- tions and rights of the public its w•e sot forth in it Commitment to Insure issued by Kansas City 'Title Insurance Company, dated October 11, 1965, bearing No. x-800240. (b) All buildings turd Ill prove,nents and Inaeltinery turd equipment to be constructed or purchased and installed on the land pursuant to article 1V hereof,