HomeMy Public PortalAboutORD07807 SCHEDULE 1 TO ORDINANCE NO.,��D
OF THE CITY OF JEFFERSON, MISS Uttl
The property subject to the Lease authorized by said ordi-
nance shall consist of the following:
(a) Part of the West half of Section 2, Township 44, Range
12, Cole County, Missouri, more particularly described
as follows :
From the southwest corner of Section 2, Township 44,
Range 12; thence North 4 degrees 40 minutes west,
along the section line, 1729.21 feet, to the south-
west corner of the tract conveyed to the Missouri
Power & Light Co. , of record in Book 72, page 245,
Cole County Recorder 's Office; Thence North 85 de-
grees 13 minutes east, along the southerly line of
the said Missouri Power & Light Co. tract and along
the southerly line of a tract conveyed to Von Hoff-
man Press, Inc. , by Warranty Deed of record in Book
141, page 24, Cole County Recorder 's Office, and the
easterly extension thereof, 1021 .40 feet, to the
easterly line of the 80 foot strip of land convey-
ed for road purpoz es to the County of Cole by con-
veyance of record in Book 173, page 433, Cole County
Recorder 's Office, and the beginning point of this
description; thence North 5 degrees 23 minutes
west, along the easterly line of said tract convey-
ed for road purposes, 879.37 feet, to the souther-
ly line of a tract conveyed for road purposes to
the City of Jefferson, by Quitclaim Deed of record
In Book 138, page 239, Cole County Recorder 's
Office; thence South 71 degrees 18 minutes east,
along the southerly line of said tract, 370.30
feet, to the easterly line of a tract conveyed to
the Jaycees Cole County Fair Association, by War-
ranty Deed of record In Book 136, page 20, Cole
County Recorder 's Office; thence South 5 degrees
15 minutes east, along said easterly line, 300.0
feet; thence South 64 degrees 56 minutes east,
655.57 feet; thence South 62 degrees 45 minutes
east, 562.92 feet, to a point on the south line of
a tract, conveyed to Arthur H. Beck and wife, by War-
ranty Deed of record in Book 97, page 77, Cole County
Recorder 's Office; thence North 85 degrees 38 minutes
east, along the south line of the said Beck tract,
245.0 feet, to the westerly line of the tract convey-
ed to J. M. Wilson and wife, by Warranty Deed of
record in Book 108, page 535, Cole County Recorder 's
Office; thence South 4 degrees 20 minutes east, along
the westerly line of the said Wilson tract, 850.0
feet; thence South 86 degrees 25 minutes west,
1272.16 feet; thence North 5 degrees 15 minutes
west, 725.40 feet; thence North 56 degrees 20 min-
utes west, 128.7 feet; thence North 73 degrees 00
minutes west, 99.7 feet; thence North 81 degrees
00 minutes west, 95.04 feet; thence South 77 de-
grees 40 minutes west, 50.28 feet, to the east line
of the above described tract conveyed to the County
• r
of. Cole of record in Book 173, page 433; thence North
5 degrees 20 minutes west, 169.23 feet, to the begin-
ning point of this description.
•
Subject to the following easements :
A sanitary sewer easement to the City of Jefferson
dated March 30, 1964, and filed July 31, 1964, in
Book 187, page 524, Cole County Recorder 's Office;
A water line easement to the Capital City Water Com-
pany, dated September 9, 1960, and filed October 4,
1960, in Book 171, page 55, in the Cole County Record-
er 's Office;
A gas pipeline easement to the Missouri Power & Light
Company, dated May 23, 1958, and filed May 29, 1953,
in Book 157, page 204, role County Recorder 's Office;
and
Electric transmission line easements to the Missouri
Power & Light Company as follows --
Easement dated September 18, 1929, and filed Octo-
ber 28, 1929, in Book 71, page 173, in the Cole
County Recorder 's Office;
Easement dated February 16, 1955, and filed Febru-
ary 23, 1955, in Book 141, page 93, in the Cole
County Recorder 's Office;
Easement dated February 16, 1955, and filed Febru-
ary 23, 1955, in Book 141, page 95, in the Cole
County Recorder 's Office;
and,
Easement dated February 16, 1955, and filed Febru-
ary 2.3, 1955, in Book 141, page 92, in the Cole
County Recorder 's Office.
Subject to: (a) any other easements, restric-
tions and reservations now of record, if any; (b)
the rights of the public in and to any part of
the premises lying or being in public roads or
alleys, and (c) taxes and assessments, general
and special, not now due or payable;
(b) and all buildings and improvements and machinery
and equipment constructed or located .thereon
pursuant to Article IV of said Lease .
1
•
Emma
1, HAS11;
THIS LEASE,, made and entered into this I+'i.21ui: dray of
july., 1966., by A-.-,d betu*een the CITY OF JCFF.14R►1011, III:SOU.Ri.,
a muaic ipal corpora,t,IOUI, of 01010 Coui-ll.y, 1111csouri ( the
11 l� .!r11�'1 1 , 1 r%1*) 1 ItlF :.�
Landll:az��X Y. atla I�. ,...�:7G(J I�TGO�I�.UIu1�J Il), ;1 i:J..1i:� . �,i;; corporation
authorized and qualifi«:ci to t10 business in :%iissouri , (the "111enar,t'1) ,
WITNESSE'1H:
WHEREAS, Landlord is a municipality duly organized and
existing under the laws of the State of Missouri, with .full lawful
power and authority to enter into this lease by and through it
Governing Body, and
WHEREAS , Landlord, in furtherance of the purposes and pur-
suant to the provisions of Sec. 27 of Article VS of the Constitution,
Missouri, 19115, as, mended, and the Laws of Missouri, RSM10 2959 ecs .
71 .790 to 71 - 850 (Sapp . 19n.5 (the "Act`') , an4..; in order to further the
economic, manufacturin and industrial development 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 Stitt' of i-;issouri,
has proposed and sloes hereby propose that it shall:
(a) Acquire , but solely from the proceeds of the sale
of the Bonds hereinafter described, the real property du-
scribed in Article I hereof (said real property being here-
inafter referred to as the Land;') ;
(b) Pay for, but solely from the proceeds of said
sale of the Bonds , tile construction and purchase of a
manufacturing; and industrial plant consisting of the
buildings and improvements Znd machinery and equipment
described in Article IV hereof (said buildings and
improvements and machinery and equipment being here-
inafter referred to as the "Plant") ,;
July 15, 1966
(c) Lease the Land and the Plant (the Land and
the Plant together hereinafter referred to as the
"Facility") to Tenant for the rentals and upon the
terms and conditions hereinafter set forth; and
(d) Issue, for the purpose of defraying the fore-
going costs, its Industrial Revenue Bonds, in the ag-
gregate principal amount of $8,500,000 (the "Bonds") ,
under and pursuant to and subject to the provisions
of the Act and to be authorized by an ordinance passed
by Landlord (the "Bond Ordinance") in a form substan-
tially as that attached hereto as Exhibit "A" and in-
corporated herein by reference;
and
WHEREAS, Tenant, pursuant to the foregoing proposals of
Landlord, desires to lease the Facility from Landlord, for the rent-
als and upon the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein set forth, Landlord and Ten-
ant do hereby covenant and agree as follows:
ARTICLE I
Granting of Leasehold. 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 following de-
scribed property:
(a) Part of the West half of Section 2, Township 44, Range
12, Cole County, Missouri, more particularly described
as follows:
From the southwest corner of Section 2, Township 44,
Range 12; thence North 4 degrees 40 minutes west,
along the section line, 1729.21 feet, to the south-
west corner of the tract conveyed to the Missouri
Power & Light Co., of record in Book 72, page 245,
Cole County Recorder's Office; Thence North 85 de-
grees 13 minutes east, along the southerly line of
the said Missouri Power & Light Co. tract and along
- 2 -
® the southerly line of a tract conveyed to Von Hoff-
man Press, Inc. , by Warranty Deed of record in Book
141, page 24, Cole County Recorder's Office, and the
easterly extension thereof, 1021.40 feet, to the
easterly line of the 80 foot strip of land convey-
ed for road purposes to the County of Cole by con-
veyance of record in Book 1?3, page 433, Cole County
Recorder's Office, and the beginning point of this
description; thence North 5 degrees 23 minutes
west, along the easterly line of said tract convey-
ed for road purposes, 879.37 feet, to the souther-
ly line of a tract conveyed for road purposes to
the City of Jefferson, by Quitclaim Deed of record
in Book 138, page 2391 Cole Count Recorder's
Office; thence South 71 degrees 19 minutes east,
along the southerly line of said tract, 370.30
feet, to the easterly line of a tract conveyed to
the Jaycees Cole County Fair Association, by War-
ranty Deed of record in Book 136, page 20, Cole
County Recorder's Office; thence South 5 degrees
ANOL 15 minutes east, along said easterly line, 300.0
feet; thence South 64 degrees 56 minutes east,
655.57 feet; thence South 62 degrees 45 minutes
east, 562.92 feet, to a point on the south line of
a tract conveyed to Arthur H. Beck and wife, by War-
ranty Deed of record in Book 97, page 77, Cole County
Recorder's Office; thence North 85 degrees 38 minutes
east, along the south line of the said Beck tract,
245.0 feet, to the westerly line of the tract convey-
ed to J. M. Wilson and wife, by Warranty Deed of
record in Book 108, page 535, Cole County Recorder's
Office; thence South 4 degrees 20 minutes east, along
the westerly line of the said Wilson tract, 850.0
feet; thence South 86 degrees 25 minutes west,
1272.16 feet; thence North 5 degrees 15 minutes
west, 725.40 feet; thence North 56 degrees 20 min-
utes west, 128.7 feet; thence North 73 degrees 00
minutes west, 99.7 feet; thence North 81 degrees
00 minutes west, 95.04 feet- thence South 77 de-
grees 40 minutes west, 50.26 feet, to the east line
of the above described tract conveyed to the County
of Cole of record in Book 173, page 433; thence North
5 degrees 20 minutes ,rest, 169.23 feet, to the begin-
ning point of this description.
Subject to the following easements:
A sanitary sewer easement to the City of Jefferson
dated March 30, 1964, and filed July 31, 1964, in
Book 187, page 524, Cole County Recorder's Office;
A water line easement to the Capital City Water Com-
pany, dated September 9, 1960, and filed October 4,
19605 in Book 171, page 55, in the Cole County Record-
er's Office;
A gas pipeline easement to the Missouri Power & U ht
Company, dated May 23, 1958, and filed May 293 1959,
in Book 157, page 204p Cole County Recorder's Office;
- 2a -
i
and
Electric transmission line easements to the Missouri
Power & Light Company as follows --
Easement dated September 18, 1929, and filed Octo-
ber 28, 1929, in Book 71, page 173, in the Cole
County Recorder's Office;
Easement dated February 16, 1955, and filed Febru-
ary 233 1955, in Book 1412 page 93, in the Cole
County Recorder's Office;
Easement dated February 16, 1955, and filed Febru-
ary 23, 1955, in Book 141, page 95, in the Cole
County Recorder' s Office;
and,
Ip
Easement dated February 16, 1955, and filed Febru-
ary 23, 1955, in Book 141, page 92, in the Cole
County Recorder's Office.
Subject to: (a) any other easements, restric-
tions and reservations now of record, if any; (b)
the rights of the public in and to any part of
the premises lying or being in public roads or
alleys, and (c) taxes and assessments, general
and special, not now due or payable.
(b) and all buildings. and improvements and machinery
and equipment constructed or located thereon
pursuant to Article IV
AML
- 2b -
for a basic term of Twenty-Five years and six months commencing
on the date of this lease and ending on December 31, 1991.
ARTICLE II
Rent. Landlord reserves and Tenant covenants and agrees
to pay to the hereinafter described Fiscal. Agent for the account
of Landlord during the full basic term basic rent in the aggre-
gate amount of $15,075,493.75 payable in installments at such times
and in such amounts as set forth on Exhibit B attached hereto and
incorporated herein; provided, however, that any moneys at any
time in the Principal and Interest Account (hereinafter defined)
at the time an installment of basic rent is due shall be applied
to, and shall to the extent sufficient reduce Tenant 's obligation
to pay, such installment of basic rent.
Additional Rent. Tenant shall pay as additional rent
(a) all fees, charges and expenses of the Fiscal Agent or Paying
Agent hereinafter and in the Bond Ordinance designated, and
(b) all Impositions (as defined in Article V) , and (c) all
amounts required under Article XXVII and 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 ex-
penses incident to the payment of the principal and interest
on the Bonds as the same become due and payable, including all
costs, expenses and premiums in connection v:ith the redemption
and payment of all outstanding Bonds.
3 -
Rent Payable Withou-G Abntement or Set.-Off. Without
prejudice to its rigghts against Landlord for the following provisions
which restrict Tenant' o use of the Facility; Tenant covenants
and agrees with and for 'the b:..,nefit of Landlord and the
holders of the Bonds that all payments of basic rent and additional
rent shall be made by Tenant on or before the date the same become
due, and that Tenant shall perform all of its obligations, covenants
and agreements hereurider (including the oblig-gation to pay basic
rent and additional rent) , without notice or demand, and without
abatement, deduction, set-off, counterclaim, recoupment, defense
or any right of termination or cancellation, arising from any circum-
stance whatsoever whether now existing or hereafter arising, and
irrespective of whether the Facility shall have been started or
completed, or whether Landlord' s title thereto, or tr-) any part
thereof, is defective or nonexistent, and notwithstanding any damage
to, loss, theft or destruction of the Facility or any part thereof,
any failure of consideration or commercial frustration of purpose,
the taking by eminent domain of title to oi• of the right of temporary
use of all or any paxt of the Facility, legal curtailment of Tenant' s
use thereof, the eviction or constructive eviction of Tenant, any
change in the tax or other law of the United States of America, the
JAM
State of Missouri or any political subdivision of either thereof, any
change in Landlord' s legal organization or status, or any default of
Landlord hereunder, and 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 re-
leases or purports to release Tenant therefrom. Nothing; of the fore-
going and 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 othertvtise, but any 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 cov-
enants 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 de-
fend any action or proceeding or take any other action involving third
persons which Tenant deems reasonably necessary in order to secure or
protect its rights of use and occupancy and other rights hereunder,
and nothing contained herein shall be construed to affect adversely
or to impair the option to purchase the Facility granted to Tenant in
Article XVII hereof.
Pre ayment of Basic Rent. Tenant, may at any time prepay all
or any part of the basic rent provided for hereunder.
Fiscal Agent, Trust Accounts, Use of Fands in Trust Accounts.
Landlord 'hereby designates Central Missouri Trust Company, Jefferson
City, Missouri, as the fiscal agent for the Bonds (herein referred to
as the "Fiscal Agent") . The name Central Missouri Trust Company, Fis-
cal Agent under 'this lease, shall, for the purposes of this lease, ire"
elude not only said Central Missouri Trust Company, but also its suc-
cessor and successors, any surviving corporation into which it may be
merged, any new corporation resulting from its consolidation with any
other corporation or corporations, the successor and successors of
any such surviving or new corporation, and any corporation to which
the fiduciary business of said Central Missouri Trust Company may at
any time be transferred. The Fiscal Agent shall establish, and shall
deposit all payments of basic rent in the following trust account, the
amount to be deposited in such account to be in accordance with the
provisions of the Bond Ordinance: "City of Jefferson, Missouri,
Principal and Interest Account for Industrial Revenue Bonds, (Interco
Incorporated Project) Series of 1966, dated July 1, 1966" (herein
called the "Principal and Interest Account" ) . The funds deposited
in said trust account shall be used and applied by the Fiscal Agent
in the manner and for the purposes set forth in the Bond Ordinance.
- 5 -
IN
If at any time the amount in the Principal a.nd Interest Account shall
be sufficient to pay in full the p.rincipul oi' (including redemption
premium; if any) and interest on all outstanding Don s , either at
maturity or on earlier redemption, and all costs , expenses and
premiums in connection with the call, redemption and payment of all
outstanding; Bonds , then in that event (i) all of the Bonds then out-
standing as soon as the Bonds are subject to redemption shall be
called for redemption by the Landlord, but only when so instructed by
Tenant , and all moneys held in the Principal and Interest Account by
the Fiscal Agent shall be used to pay the principal (including; re-
demption premium, if any) of and all. interest on the Bonds so called
for redemption and all costs , expenses and premiums incurred in con-
nection with the call , redemption and payment of said outstanding
Bonds, and (ii) no further basic rent shall be payable hereunder
during the basic term.
ARTICLE III
Sale of Bonds. Landlord shall issue and sell to Glore
Forgan, Wm. R. Sta,ats , Inc . and Stern Brothers & Co. on or before
August 1, 1966 , Bonds in the total principal amount of y8,500 ,000
provided the same can be sold at a price not less than the full prin--
cipal amount thereof, or at such lesser price as Tenant may consent
to in writing signed by the President of Tenant and delivered to the
Landlord and Fiscal Agent . In the event Landlord is unable to sell
the Bonds on or before said date, this lease shall, at the close of
business on August 1, 1966, be and become: null and void ab initio
without liability or obligation on the part of either party .
Construction Fund. The proceeds of the sale of the Bonds
shall be paid over to the Fiscal Agent , for the account of Landlord.
After payment therefrom by the Fiscal Agent of any and all expenses
of whatever nature incurred by the Landlord in connection with the
issuance and sale of the Bonds , the payment of said expenses to be
made in accordance with the Landlord' s written instructions de.-
livered to the Fiscal Agent specifying the amounts to be disbursed
and the persons to whom the disbursements are to be made , the
_6._
Fiscal Agent ;shall , nrxt , prnar,pt;l,%, p. -.y f-roM t'hf:: prcc(:(')gas of Sai(I
sale of tho Bonds into the Principal and 7'nl:-ereot Account the full
amount of any accrued intere.3t and If any, received upon
such sale plus, an amount equal to tare: Int.orest due cin the.. 5orads
on January 1 and July 1, 1-9037. The re►n7in6cr o:i such proceeds shall
be deposited by the Fiscal Agent in a trust account designated "In-
terco Incorporated Construction Funil" (the "Construction Fund" ),
to be used and applied ao provided in Article :N and as otherwise
provided in the Bond Ordinance.
a^T'LC IF, IV
Construction. Tenant shall construct buildlne,r,s and
improvements on the Land in taccor -l"Lance with plan anti' spe cif icat tons
(approved in writing by Landlord) , at,<; 'Penant agrees that it will
enter into the necessary contrnots wJttt contractors (which contracts
and contractors shall be approved in writi.n,- by Landlord) fox, the
construction of said buildi.nCs an.0. improveann►ents { 3; 3.ci contracts
being hereinafter referred to is t?te "Cons t,ruction Contracts") .
Tenant agrees that the Construction Contracts shall provide that
at all times during the construction c;" the buildings and improvements
the contractors shall maintain in .full force, and effect the following
policies of insurance;
(a) General accident and public liability insurance:,
(including coverage for all los ;es whatsoever arising Prot.►
the ownership, maintenance, operation or use of any
automobile, truck or other motor vahicle) under xi blob Landlord
and Tenant shall bu nat:ied an i nsur;,,d., lei an anoant!,sot
than $300,000 for personal injuries (including deaths to
any one person, not lesu thtua $1,000 ,000 for personn1
injuries (including; death) in nny one accident and neat
less than $250,000 for property damage;
(b) Workmen' s Compensation Insurance, under which
1:aradl.oi,d and Tonant shall b:: na►n m.l ai,i inoured, and
r ..
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(c) Builder' s Risk-Completed Value Form Insurance
insuring the Facility against fire, lightning and all
other risky covered by 'che extended ^overage endorsement
then in use in the State of Missouri, to the full in-
surable value of the Plant (as that term is defined in
Article VI hereof) and that such be prepaid in full prior
to the commencement of construction: under the Construction
Contracts; such policy or policies of insurance shall name
the Landlord, Tenant and Fiscal Agent as insureds, as
their respective interests may appear, and all payments
received under such policy or policies by Landlord or
Tenant shall be paid over to the Fiscal Agent and be
deposited in the Construction Fund. Such policies or
copies thereof shall be delivered to Landlord.
The Construction Contracts shall also require the contractors th--re-
under, prior to the commencement of any construction on the Land,
to deliver to the Tenant with copies to Landlord performance and
labor and material payment bonds with respect to the Construction
Contracts and in the full amount of the Construction Contracts, made
by the contractors thereunder as the principal and a surety ::otnpany,
or companies; approved in writing by Landlord and Tenant, as surety;
such bonds shall be in such form as is approved in writing by Land-
lord and Tenant. Such bonds shall name the Landlord and Tenant as
obligees, and all payments received by Landlord and/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 and/or Tenant from any of the contractors or other
suppliers by way of damages for breach of contract, refunds or
adjustments shall become a part of and be deposited in the Construction
Fund. The Tenant covenants to cause said buildings and improvements
to be constructed in accordance with the aforesaid plans and specifi-
cations and Construction Contracts and warrants that the construction
of said buildings and improvements in accordance with said plans and
specifications will result in a facility suitable for use by Tenant
for its manufacturing and industrial purposes, and that all real and
personal property provided for therein are necessary in connection
with the Facility. Tenant may make minor changes in or to the said
plans and specifications; provided, however, that major changes shall
be subject to the prior written approval of Landlord. Tenant shall
have the right to select the architect subject to the approval of
Landlord. Landlord reserves the right to purchase iter.;s of
building materials for the construction of said buildings and im-
provements and to furnish the same to Tenant; provided, that this
right may be exercised only with the consent of the Tenant. All such
purchases by Landlord shall be made upon purchase orders of Landlord,
first approved by Tenant. By such approval, Tenant will have been
deemed to have warranted that the material described in such pur-
chase order is appropriate for and meets all specifications and re-
quirements for the construction of said buildings and improvements.
Title to all such material so purchased by Landlord shall at all
times remain in Landlord. In the event the vendor of any such
material shall have breached any warranty or made any misrepresenta-
tion in connection with the purchase thereof, Tenant will prosecute
:y.
all claims against said vendor and shall be responsible therefor as
fully as if said material had been purchased by it and furnished to
the Facility; provided, hcwever, that T•�nart shall be entitled to make
such claim in the name of the Landlord. All invoices for payment of
materials so furnished by the Landlord shall be submitted to and ap-
proved by the Tenant and shall be paid for and on behalf of the Land-
lord out of funds in the Construction. Fund; provided, however, that
-9-
Tenant, if it so desires, may pay such invoice on behalf of the
Landlord from its own funds and claim reimbursement therefor from
the Landlord but solely out of funds in the Construction Fund by
submitting to the Project Manager said invoice, together with satis-
factory evidence of payment thereof.
Payment for Construction. Landlord hereby agrees to pay
for the construction of the buildings and improvements aforesaid,
but solely from the Construction Fund, and hereby authorizes the
Fiscal Agent to pay for such construction, but solely from the
Construction Fund, in the following manner; Funds out of the
Construction Fund shall be paid from time to time to Tenant or as
Tenant directs upon receipt by the Fiscal Agent of a certificate
signed by the Tenant and by the architect selected by Tenant:
(a) requesting payment of a specified amount
of such funds and directing to whom such
amount shall be paid;
(b) stating that the amount requested either has
been paid by Tenant, or is justly due to
contractors, 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 build-
ings and improvements, and giving a brief de-
scription of such work and 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
withdrawn;
(c) stating that no part of the several amounts
paid or due, as stated in said certificate
pursuant to subparagraph (b) of this paragraph
-9(a)-
has been or its being; made the ba:d s for the
withdrawal oV ,..»y moneys in any previouz or
then pending application pursuant to this
paragraph.
The sole obligation of Landlord under this paragraph shall be to
cause the Fiscal Agent to make such disbursements upon receipt of
such certificates. The Fiscal Agent ins-)-y rely fully on any such
directions and shall not be required to make any investigation in
connection therewith.
Machinery and Equipment. The parties agree that certain
machinery and equipment will be necessary in the construction and
completion of the Plant, and Landlord hereby agrees to purchase,
but solely from the Construction Fund, and hereby authorizes and
directs the Fiscal Agent to pay for, but solely from the Construction
Fund, such items of machinery and equipment (which may include
machinery and equipment which has been the property of Tenant) as the
Tenant shall from time to time specify in a certificate delivered
to the Fiscal Agent. Said certificate shall contain a reasonably
complete description of all such items of machinery and equipment,
shall specify the cost thereof, shall state that the machinery
and equipment described therein has been delivered and is installed,
and shall specify to whom payment shall be made . (which may be Tenant) .
The sole obligation of Landlord under this paragraph shall be
to cause the Fiscal Agent to make such disbursements upon receipt
of said certificate. The Fiscal Agent may rely fully on any such
certificate and shall not be required to make any investigation
in connection therewith.
Construction Cost. The term "Construction Cost" shall be
construed to include (i) all costs and expenses necessary or incident
to the acquisition of the Land; (ii) call costs and expenses of every
nature incurred in constructing; the buildings and improvements;
(iii) all costs and expenses necessary or incidental to the purchase
-10-
and installation (if the machinery aiui oquipittont. ; (iv) the cost
of the title insura.noe policy referred to in Article VT; (v) the
cost of all utility facilities on the Land; (vi) any anti all expenses
incurred by Tenant, including those prior to the sale of the, Bonds,
for plannin,_, development and desiirn, and other items necessary
to the commencement of construction; (vii.) all other expenses,
fees , costs and outlays of whatever nature: as may from time to
time be agreed upon by Landlord and `1'enarit ; (viii) and all other
expenses necessary or Incident to the construction and completion
of the Facility. Landlord hereby agrees to pay for, but solely
from the Construction Fund, and hereby authorizes ,arid directs the
Fiscal Agent to pay for, but solely from the Construction Fund,
all Construction Costs other than those set .forth in items "(ii)"
and "(iii)" above (the payment for which is provided for in other
portions of this article) , upon receipt by the Fiscal Agent of
a certificate of Tenant , showing ttu= assent of Landlord thereto
if such is required under tho terms herill requesting; a specified
sum of money, describing; in reasonable detail the Construction Cost
which .forms the basis, for said request and containing; a statement
that said sum does riot exceed the co.,t of said Construction Cost .
Deficiency of Construoticin Fund. If the Construction Fund
shall be insufficient to pa.y fully al.l Construction Costs and to
complete fully the Facility 'lien frnr , Tenant shall pay, in cash,
the full araount of any such deficiency by making, payments directly
to the contractors and to the suppliers of materials, machinery,
equipment and services as the same shall become due and a'enant shall
save Landlord whole and harmless from any obligation to pay such
deficiency.
Surplus in Construction Fund. Any amount remaining in
the Construction Fund after the T,-,naril: and the aforesaid architect
-11-
shall certify that t.ho raollity hzo l uor) fully c(eiplctf'd
and paid for, lien free, shall br. transferred to tra(:s Principal and
Interest Account .
RIFP Entry by L,,indlord. The duly authorized agents
of Landlord shall have the rir:ht at any tithe and all times prior
to the completion of the Facility to enter the Facility , or any
parts thereof, for the purpose of inspecting and supervising: the
acqui.sitien and construction thereof.
Facility Property of Landlord. All work and riaterials
on the buildings and improvements as such work progresses, all
machinery and equipment installed in or on the Facility , the
Facility as fully completed, anything; under this lease which be-
comes, is deemed to be, or constitutes a part of the Plant, and
the Plant as repaired, rebuilt, rearranged, restored or replaced
by Tenant under the provisions of this lease, except as otherwise
specifically provided herein, shall immediate 1y when erected ov
installed become the absolute property of Landlord to the same
extent as if same had been erected or installed prior to the execu-
tion of this lease.
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 part of the purcha.:;c
price of which is paid for from funds deposited in the Construction
Fund pursuant to the terms of this lease, shall be the property of
Tooaat. ev-en thoudh said machinery and oquipment is attached to the
realty.
-12-
Schedule o2 Machinery -nd Equi i-pOnt; 01vned, by Tennant.
After the Tenant and the architect or engineer shall have
certified as aforesaid that the Facility has been fully completed,
the Landlord shall, upon the written request of either the
Tenant or the Fiscal Agent, enter iiito a supplemental agreement
with Tenant which will fully describe (using serial numbers
where possible) the machinery and equipment in, on or about the
Facility urhich is under the terms of this lease the property
of Tenant. This agreement shall be amended from time to time
to include such additional machinery or equipment as ha«e been
brought onto the Facility and as are, under the terms of this
lease, the property of Tenant.
Financing; of Tenant Owned Mach nk L�y 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 thief is
or will be under the terms of this lease 'the property of Tenant
by conditional sales contracts, chattel mortgages or other
financing devices provided any liens resulting from such
financing shall only stand against the items so financed and shall
Amb not otherwise stand against the Facility or any part thereof. .
ARTICLE V
Impositions . Tenant shall, during the life of this
lease, bear, pay and discharge, before tine delinquency thereof, all
taxes and assessments, general and special, if any, which may be
lawfully taxed, charged, levied, assessed or imposed upon or against
-12a-
or be payable for or in .re;peot o#' the Facility, or any part thereof,
or any improvements at c.ny time thereon oil Tenant' s interest, in the
Facility under this lease, including r?.ny new lawful taxes and assess-
ments riot of the kind enumerated above to the extent that the so.irie
are lawfully made, levied or assessed in lieu of or in tiddition to
taxes or asoes ments now custom arily levied against real property,
and further including; all water and sewer charges, assessments and
other governmental charges and impositions whatsoever, foreseen or
unforeseen, which if not paid when due would encumber Landlord' s
title to the Facility (all of the foregoing being herein referred to
as "Impositions") . All Impositions prior to the time Landlord
acquires fee simple title to the Land shall have been paid, i-ii full by
Landlord.. Ii: t;li,; ev, it, an'r s ocial __cls are lu..rfully
levied and assessed which may be paid In installments, Tf:nant shall
be required to pay only such installments thereof as become due
and payable during the life of this lease as and when the same
become due and payable. Landlord covenants that without Tenant 's•
written consent it will not unless required by law tape any action
which may reasonably be construed as tending to cause or induce
the levying or assessment of any Imposition (other than special assess-
ments levied uWaccount of specival benefits) which Tenant would tie
required to pay under this Article and that should any such levy or
assessment be threatened or occur L' andlrrd shall, at Tenant ' s re-
quest , fully cooperate with Tenant in all reasonable ways to prevent
any such levy or assessment .
Receipted Statements. Within thirty (:30) days after the
last day for payment, without penalty or interest:, of an Imposition.
which Tenant is required to bear, pay and discharge pursuant to the
terms hereof, Tenant shall deliver to Landlord a photostatic copy
of the statement issued therefor duly receipted to show the pay-
ment thereof.
-13-
M��j
Landlord 011. idlord covenantu that, Wi '.i'()U'U"
Tonant' s by J-W!.,
or .Ahorti-lou pa).,t 1:111:1.1 UE, i.,cc (-.I, ot...j'ov in
.:aid .it niiy tii-mr duriar,-
Contest of Imposit-,.nris . Tenant shall have the rtg.ht., in
its or Landlordfs nairie ,, to contest the validity or amount of any
Imposition which Tenant is required to bear, pay and discharge pur-
suant 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 so
to do and, if requested in writing by Landlord, deposits with Land-
lord a bond in favor of Landlord, with a surety company acceptable to
Landlord as surety, in a penal sum of at least twice the amount of
the Imposition so contested conditioned upon the payment,, if so
adjudged, of the contested Imposition., together with all interest
and penalties accruing thereon and costs of suit, and If, and pro-
vided further, Tenant diligently protiecutes any such contest, at all
times effectively stays or prevents any official or judicial sale
t'lleveror., under execution or otherwise, and promptly pays any final
judgment enforcing the Imposition so contested and. thereaftor
promptly procures record release or satisfaction thereof. Tenant
shall hold Landlord whole and harmless from any costs and expenses
Landlord may incur related to any such contest.
ARTICLE VI
Insurance. Tenant shall prior to or simultaneously with
the expiration of the insurance provided under the Constructlon Con-
tracts and throughout the life of this lease, at its sole cost and
expense, koep, the Plant constantly insured against loss or damage by
fire, lightning and all other risks covered by the extended coverage
-.L4_
insurance endorsement then in use in the State of Missouri in an
amount equal to 800 of the full insurable value thereof in such in-
surance company or companies authorized to do business in the State
of Missouri as may be selected by Tenant and approved in ti�rriting by
Landlord, 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 Missouri. The teri:i "full insurable value" shall mean the
full actual replacement cost less physical depreciation and said
"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 one of the insurers or an appraiser or
appraisal company to be selected and paid by Tenant, subject to
Landlord's approval. Nothing in this Article VI or any other portion
of this lease shall be construed to prevent Tenant from including
the Facility 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 Fiscal Agent be named as co-
insureds with respect to the Facility, that the proceeds with
respect to any loss to the Facility be paid to the Fiscal Agent as
Insurance Trustee, and that certificates evidencing the amount
and type of insurance required under this Article VI be delivered
to Landlord and the Fiscal Agent.
Upon the termination of the insurance provided under the
Construction Contracts and thereafter not less than fifteen (15)
days prior to the ex iration dates of the expiring policies, oriui-
nals or certificates of the policies provided for in this article,
each bearing notations evidencing payment of the premiums or other
-15-
® evidence of such payment satisfactory to Landlord, shall be de-
livered by Tenant to the Landlord and, until the Bonds and interest
thereon are fully paid, to the Fiscal Agent. All policies of such
insurance, and all renewals thereof; shall name Landlord, Tenant
and, until the Bonds and interest thereon are fully paid, the Fiscal
Agent as insureds as their respective interests may appear, shall
contain a provision that such insurance t-,iay not be cancelled by
the issurer thereof without at least ten (10) days tyi•itten notice
to Landlord and Tenant, and until the Bonds and the interest thei.e-
on have been fully paid shall be payable to the Fiscal Agent, as
Insurance Trustee . Landlord and Tenant hereby agree that each will
do anything necessary to cause any such payment to be made to
Insurance Trustee, be it the endorsement of checks or otherwise, as
long as such payment is required by this lease to be made to In-
surance Trustee. The proceeds of such policies shall be used and
applied in the manner set forth in Article XXII hereof. Any charges
made by the Insurance Trustee for its services as Insurance Trustee
shall be paid by Tenant. The sole obligation of the Insurance
Trustee shall be to make disbursements from the insurance proceeds
in accordance with the provisions of Article XXII hereof.
Owner' s Title Insurance Policy. Landlord will purchase,
from the Construction Fund, a policy of Lbitle insurance in the
amount of $1,500,000. Landlord and Tenant agree that any and
all proceeds therefrom during the life of this lease (i) if re-
ceived before the completion of the Facility, shall be paid into
and become a part of the Construction Fund, (ii) if received there-
after but before the Bonds and interest thereon have been paid in
full, shall be paid into and become a part of the Principal and
Interest Account, and (iii) if received after the Bonds and interest
thereon have been paid in full, shall belong and be paid to Tenant.
-16-
Termination in tluC of Titlf. ?defect. If during the
life of this lease a defect exists in Landlord's title to the
Facility and as a result thereof the Facility is rendered untenantable
or the affic:ient utilization of the Facility by Tenant is impaired,
then, in either such events the Tenant shall have the option to
terminate this lease by giving Landlord notice of such termination
within sixty (60) days after the title insurance proceeds
attributable to such defect have been deposited in the Principal
and Interest Account, provided, however, that such termination May
only be on a May 1 or November 1 , and such notice
must be given no less than sixty (60) days before such termination
date.
Calling of Outstanding Bonds . In the event that Tenant
shall eleeL to terminate this lease in accordance with the terms
of the next preceding paragraph, all of the Bonds then outstanding
shall as soon thereafter as practicable be called for redemption,
and all moneys then held in the Principal and Interest Account by
the Fiscal Agent shall be available for use to pay thD. principal
of and all interest accrued on the Bonds so called for redemption
and all costs, expenses and premiums incurred in connection with
the call, redemption and payment of said outstanding Bonds. If the
funds then held by the Fiscal Agent in tlze principal and ;nterest
Account are insufficient in amount for the purposes a,forez aid,
Tenant shall be obligated to pay, and it does hereby covenant and
agree to pay, to the Fiscal Agent, as additional rent, upon demand
therefor, such further sums of money, in cash, as may be required
for such purposes.
ARTICLE VII
Use of Premises. Subject to the provisions of this
article, Tenant shall have the right to use the Facility for any
-17-
mi
and all purposes allowed by law and cunt-ri!iplated by the Con3ti tution
of Missouri and the Act . . Tenant ;:hal.l comply with .'13.1 mandatory
statutes, laws. ordinances , order.. , judgmterits , decree-s,, regulations,
directions and requ.Irements of all feclorral , state , .loefal. and other
governments ov governmental authorities, now or hereafter appl:l.cuble
to the Facility or to any adjoinin public w,ayo , as to the manner of
use or the condition of the Facility or of adjoining public ways,
provided, however, Tenant -mall have the right, in its or Landlord' s
name, to contest the validity or anplicability 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 mnay incur related to
any such contest . Tenant shall comply with the mandatory requirements,
rules and regulations of all insurers under the policies required to
be carried under the provisions of Article VI. Tenant shall pay all
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 this article.
ARTICLE VIII
Assignment an�I Sublease. 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 pro-
vision made for the payment thereof, Tenant may assign, mortgage,
pledge, sell or in any other manner transfer, convey or dispose of
this lease or any interest therein or part thereof, whether voluntary,
involuntary or by operation of law., without the prior consent thereto
by Landlord provided that Tenant shall remain fully liable for each
and all of its obligations hereunder. After the Bonds and interest
thereon and all the aforesaid costs })ave been ps !d in full:
M Tenant may, without Landlorel1:� consent ,
assign this lease to any corporation 80% of the
stock oV which is owned by Tenant provided that any
such assignment shall be by a written instrument
(approved in writing by Landlord) wherein the
assignee sholl expressly assume all the duties
and obligations of the Tenant under this lease;
arid
(ii) Tenant may, without Landlord's consent,
assign 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, provided that any such assignment
shall be by a written instrument (approved in
writing by Landlord) wherein the assignee shall
AM expressly assume all duties and obligations of the
Tenant under this lease.
Except as provided in (i) -and (ii) above, 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 afore-
said acts shall be held to apply only 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
AOL acts .
Dissolution or. Liquidation. 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 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.
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Auk
ARTICLE; IX
Repairs and Maintenance. Tenant covenants and agrees that
it will during the life of this lease keep and maintain the Facility
and all parts thereof in good condition and repair, ordinary wear
and tear excepted, including but not limited to the furnishing of
all parts, mechanisms and devices required to keep the machinery
and equipment constituting a part of the Plant in good mechanical
and :corking order, and that during said period of time it will keep
the Facility and all parts thereof free from filth, nuisance or
conditions unreasonably increasing the danger of fire.
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 remove
from the Facility and sell or otherwise dispose of any machinery
and equipment which constitutes a part of the Plant and which is no
longer used by the Tenant or, in the opinion of Tenant, is no longer
useful to Tenant in its manufacturing operations conducted on or in
the Facility (whether by reason of changed manufacturing processes,
changed techniques obsolescence, depreciation, replacement by new or
better equipment or otherwise) subject, however, with respect to such
items of machinery or equipment that had an original cost of
$25,000.00 or more 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 numbers, if any, of any
machinery or equipment constituting a part of the
Plant which it proposes to remove from the Facilit ,
(ii) stating the reason for such removal, and (iii�
setting forth the then fair market value of such
machinery or equipment to be removed.
(2) Tenant shall, unless it elects to proceed
under subparagraph (3) below, convey such machinery
or equipment either to itself or to some third party
receiving as consideration for such conveyance an
_19a_
amount of money equal 'to the fair market Value of
the machinery or cquipment so conveyed, provided that any
bona fide offer from a third nasty shell be conclusive
as to the fair market value of •t;he macninery or :quip•-
ment to be removed from the Plant . The consideration
received for the con•.leyance of the said machinery or
equipment removed from the Plant ;hall be paid to the
Fiscal Agent and deposited by the Fiscal Agent in
the Principal and Interest Account . Any now
machinery and equipment which Tenant purchases solely
with its own funds, even though suci-i new i;,achinery or
equipment is purchased to replace machinery or equip-
ment removed pursuant to this subparagraph (2) of
Article IX of this lease, shall be the property of
-L'-,he Tenant.
(3) Tenant shall, unless it elects to proceed under
subparagraph (2) above, replace the machinery or equip-
ment so removed from the Plant with machinery or equip-
ment 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 Facility to replace
machinery or equipment removed under this sub-paragraph
(3) shall be and become a part of the Plant and shall
be the property of the Landlord. Any machinery or
equipment removed from the Plant under this sub-paragraph
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 can not
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 conclusive as to the fair market value of such
machinery and equipment.
Tenant shall pay all the costs and expenses of any and all such
AOMk
removal and shall immediately repair at its expense all damage to
the Facility caused thereby. Tenant' s right under this paragraph to
remove from the Facility machinery and equipment constituting a
part of the Plant is intended only to permit Tenant to maintain
an efficient manufacturing and industrial operation by the removal
of such machinery and equipment no longer suitable to Tenant' s use
of the Facility for any of the reasons set forth in this paragraph
and such right is not to be construed to permit a removal under any
` -20-
other circumstances and specifically is not to be construed to
permit Tenant to make a wholesale removal of such machinery and
equipment.
ARTICLE X
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 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 Plant, and
provided further that Tenant shall not make any addition, change
or alteration which would change the character of the Plant so that
the Facility 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 lams and ordinances applicable
thereto, (b) when commenced, be prosecuted to completion with due
diligence, and (c) when completed, shall be deemed a part of the
Plant; provided, however, that additions of machinery and equipment
to the Plant by Tenant, not purchased or acquired from funds deposited
Ak with the Fiscal Agent or Insurance Trustee hereunder and not consti-
tuting .repairs, renewals, or replacements of items constituting a part
of the Plant shall remain the property of Tenant and may be removed
by Tenant prior to or upon the termination of this lease; provided
further, however, that all such additional machinery and equipment
which Tenant does not undertake to remove within 60 days after the
termination of this lease for any cause other than the purchase of
the Facility pursuant. to Article XVII hereof shall, upon and in the
event of such termination become the separate and absolute property
of Landlord.
-21-
ARTICLE XI
Additional Improvements. Tenarit shall have and is hereby
given the right, at its sole cost and expense, to construct on the
Land 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 the Land by Tenant pursuant to the
authority of this article shall, during; the life of this lease, re-
main 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 Facility because of the con-
structicn 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 the
Land in a. good, workmanlike 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 the
Land pursuant to this article which remain in place on the Land
after the termination of this lease for any cause other than
the purchase of the Facility pursuant to Article XVII hereof shall,
upon and in the event of such termination, become the separate
and absolute property of Landlord.
ARTICLE XII
Securing; of Permits and Authorizations. Tenant shall not
do or permit others under its control to do any work in or about the
Facility or related to any repair, rebuilding, restoration, replace-
-22-
ment , alteration of or add.itionn to t.ho, Fftcillty, or any part thr-reof,
unless Tenant shall have first procured and paid for all requisite
municipal and other governmental perm,tts and authorizations . All
such work shall be done in a. good and workmanlike manner arc! :in com-
pliance with all applicable buildings zoning, and other laws, ordi-
nances, governmental regulations 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.
Mechanics' Liens. Tenant shall not do or suffer anything
to be done whereby the Facility, or any part thereof, may be encum-
bered by any mechanic's or other similar lien and if, wherever and
as often as any mechanic' s or other similar lien is filed against
the Facility, or any part thereof, purporting to be for or on
account of any labor done or materials or services furnished in
connection with any work in, on or about the Facility 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. Notice is hereby given that Landlord
shall not be liable for any labor or materials furnished Tenant or
anyone claiming by, through or under Tenant upon credit, and that
no mechanic's or other similar lien for any such labor, services
or materials shall attach to or affect the reversionary or other
estate of Landlord in and to the Facility or any part thereof.
Contest of Liens. 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 provided, Tenant diligently
_�3_
prosecutes such contest , at all times effectively stays or prevents
any official or judicial sale of the Facility., or an) part tboreof
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 re-
lease or satisfaction thereof.
ARTICLE XIII
Uti.lities.All utilities and utility services used by
Tenant in, on or about the Facility :.shall be paid for by Tenant and
shall be contracted for by Tenant in Tenant 's own name and Tenant
sha7.l, at its sole cost and expense, procure any and all permits,
licenses or authorizations necessary in connection therewith.
ARTICLE X.T.V
Indemnity. Tenant shall and covenants and agrees to indemni-
fy, 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 whatso-
ever kind or character, to property or persons, occurring or allegedly
occurring in, on or about the Facility during the life of this lease.'
and upon notice from Landlord, Tenant shall defend Landlord in any
action or proceeding brought thereon.
Public Liability Insur._ance. Tenant further covenants and
agrees to maintain at all times 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
-24-
automobile, truck or ether motor vt.hicla) , under. which Landlord
shall be named an insured, proper.l.y protecting; and indt.mnifying
Landlord in an amount not less than x,300 ,000 for injury (iricludinp.
death) to Any one person , not less than X1,000 ,000 for p(rrsonal
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 thirty (30) days ' advance written
notice to Landlord and 'Tenant . Such policies or copies or certificates
thereof shall be furnished to Landlord.
ARTICLE XV
Access to Premises . Landlord, for itself and its duly
authorized representatives and agents , reserves the right to enter
the Facility at all reasonable times during the life of this lease
for the purpose of (a) examining and inspecting the same , and (b) per-
forming such work in and about the Facility 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 on the Land or in the Plant all necessary materials ,
supplies and equipment and shall not be liable for necessary in-
convenience, annoyances , disturbance, loss of business or other
damage suffered by reason of the performance of any such work or
the storage of materials , supplies and equipment.
ARTICLE XVI
motions to _Extend Term. Tenant shall have and is hereby
given the rights and options to extend the term of thin lease for
five (5) 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
.25..
low
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; condi-
tions and provisions set forth in this lease shall be in full force
and effect and binding upon the Landlord and Tenant during each and
all of said extended terms except that Tenant covenants and agrees
to pay to Landlord on or before July 1 of each and every year .
during said extended terms as rent, in lieu of the basic rent
provided for under Article II of this lease, the sum of ".1$,000
per year, less any amounts which the Tenant shall pay during the
calendar year next preceding the year in which such �,'1u,000
rent payment is to be made to either Landlord or any political
subdivision or taxing, authority as real property taxes or assess-
ments with respect to the Facility, other than special assessments
levied on account of special benefits.
ARTICLE XVII
Option to Purchase Facility. In consideration of Tenants'
selecting the City of Jefferson, Missouri as the location for its
facility, entering into a NET lease whereby it is bearing the entire
cost of this undertaking, for these and other good and valuable
consideration„ the receipt of which is hereby aelunowledged by Land-
lord, Tenant shall have the right and option to purc:iase the Facility
at the following times: (i) On either May 15 or November 15
of the years 2W 19!kZ through 1991: (11) if Tenant exercises
its option to extend the term of this lease pursuant to the
provisions of Article XVI, at any time curing any such extension
of the term hereof, (iii) at any time during the life of
this lease if substantially all of the Plant is damaged or destroyed
by fire or any other casualty, and (iv) at any time during the life
of this lease if title to, or the use for a limited period of, sub-
stantially all of the Facility be condemned by any authority having
-26-
Him
a power of eminent domain. Tenant shall exercise its aforesaid
option by giving Landlord written t_otice of Tenant' s election to
exercise its option and specifying the date, time and place of closing,
which date (the "Closing Date" ) shall neither be earlier than sixty
(60) days nor later than ninety (90) days after the notice is given;
provided, however, that Tenant may not exercise its said option if
Tenant is in default hereunder at the time said notice is given and
may not purchase the Facility on the Closing Date if Tenant is in
default hereunder on the Closing Date.
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 Facility to Tenant
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 this lease, or became subject to
with Tenantfs written consent, or which resulted from any failure of
Tenant to perform any of its agreements or obligations under this
lease, (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 Facility, for the price and sum
as follows (which Tenant shall and covenants and agrees to pay in
gash at the time of delivery of Landlord' s deed to the Facility
to Tenant as hereinafter provided) :
(a) The full amount which is required, when
added to the amount in the Principal and
Interest Account on the Closing Date, to
provide Landlord and its Fiscal Agent with
funds necessary to redeem and pay in full
M the principal of all of Landlord' s
outstanding Bonds, (ii) all interest due
thereon in accordance with the terms of
the Bond Ordinance, and (iii) all costs,
expenses and premiums incident to the
redemption and payment of said Bonds in
full, plus
(b) $1.00
-27-
Nothing in this article shall reloasa or discharge Tenant from its
AM
duty or obligation under t1ria lease: to ma1:e any �ayment of basic
rent or additional rent vlAch, ;.n accordance, with the terms of
this lease, becomes due and payable prior to the Closing Date or
its duty and obligation to fully perform and observe all covenants
and conditions herein stated I.:o be performed and observed by Tenant
prior to the Closing Date.
Closing of Purchase. On the Closing Date Landlord shall
deliver to Tenant its special. warranty deed, properly executed and
conveyin, the Facility to Tenant free and clear of all liens and
encumbrances whatsoever except as stated above or conveying such
AM other title to the Facility as may be acceptable to Tenant and then
and there Tenant shall pay the full purchase price for the Facility
as follows: (i) the amount specified in " (a)" of the preceding
paragraph shall be paid to the Fiscal Agent who shall deposit the
same in the Principal and Interest Account, and (ii) the amount
specified in " (b)" of the preceding paragraph shall be ,raid co
the Landlord; provided, however, nothing herein shall require Land--
lord to deliver its said special warranty deed to Tenant until after
all duties and obligations of Tenant under this lease to the date of
such delivery have been fully performed and satisfied. ,.Tpon the
Ah delivery to Tenant of Landlordts said special warranty deed, and
payment of the purchase price by Tenant, this lease shall, ipso
facto, terminate.
Effect of Failure to Complete Purchase. If for any reason
whatsoever the purchase of the Facility by Tenant pursuant to valid
notice of election to purchase given as aforesaid is not effected on
the Closing Date this lease shall be and remain in full force and
effect according to its terms the same as though no notice of elec-
tion to purchase had been given, except that:
-28-
AM
If such purchase is riot e,ifect(-,,d on the
Closing Date because on said date Landlord does
not Have and is unable to convey to Tenant such
title to the Facility as Tenant is required to
accept, Tenant shall have the right to cancel
this .Lease forthwith if, but only if, the principal
of and interest on the Bonds and all costs incident
to the redemption and papi)ent of the Bonds have beeri
paid in full, and in the event of such cancellation,
notwithstanding Article XXV hereof, to remove from
the Facility all furniture, trade fixtures, machinery
and equipment, buildings and improvements then owned
by Tenant, installed and in place, on or about the
Facility for the period of sixty (60) days after the
date of such cancellation. All repairs to and
restorations of the Facility required to be made
because of such removal shall be made by and at the
sole cost and expense of Tenant. Tenant shall have the
sole responsibility and bear the sole risk of loss
for all such furniture, trade fixtures, machinery and
equipment buildings and improvements, during said
sixty (601 day period.
Application of Condemnation Awards if Tenant Purchases
Facility. The right of Tenant to exercise an option to purchase the
Facility under the provisions of this article shall remain unim-
paired notwithstanding any condemnation of title to, or the use for
a limited period of, all or any part of the Facility, and the pro-
visions of Articles XIX, XX and XXI shall be construed in the light
of the effect of said option exercised by Tenant, and if Tenant
shall exercise its said option and pay .the purchase price as pro-
vided in this article, all of -the condemnation awards received by
Landlord after the payment of said purchase price, less all attorneys'
fees and other expenses and costs incurred by Landlord in connection
with such condemnation, shall belong and be paid to Tenant notivith-
standing any other provision in Articles XIX, XX and XXI.
ARTICLE XVIII
Option to Purchase Portions of Land. Tenant shall have
and is hereby given the right and option to purchase at any time
during the life of the lease a part of the real property constituting
the Land; provided, however, (a) there shall be no buildings
or improvements or athrr parts, of the Mant: on said part of the
Land and said part of the Land ohall in no other way be nee:essavy
or useful in the operat=ion or use of the facility; (b) such removal
of such part of the Land shall not materially injure, harm, diminish,
lessen or, otherwise adversely affect the security of any or all of
the holders of the Bonds; and (c) the purpose of suc=h purchase
shall be to erect buildinr.;a or improvements on the part of the Land
so purchased. Tenant shall exercise this option by giving; Landlord
written notice of Tenant' s election to exercise its option and
specifying the legal description of the real property Tenant proposes
to purchase and the date, time and place of closing, which 4te
shall neither be earlier than forty-.five (45) days nor later than
sixty (60) days after the notice is given; provided, however, that
Tenant may not exercise this option if Tenant is J.n default hereunder
at the time said notice: is given and mn..y riot purchase said real proper-
ty on the specified date if Tenant is in default hereunder on said
dates
Quality of Title Pur. ch^.re Price. if said notice of
election to purchase is given as aforesaid, Landlord shall sell and
convey the real property described in Tenant ' s aforesaid notices to
Tenant on the specified date free and clear of all liens and encum-
brances whatsoever except (i) those to which the title was subject
on the date of commencement of the term of this lease, or became
subject to with Tenant's written consent, or which resulted from
any failure of Tenant to perform any of its agreements or obligations
under this lease, (ii) taxes and assessments, general or 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 real property described
in Tenant's aforesaid notice, for ,;100. 00.
—30—
Aft
ClosinG of Purchase. If Landlord has title to the real
property free and clear of all liens and encumbrances whatsoever
except as stated above or has such other title to tho .real property
as may be acceptable to Tenant, then on the specified date Landlord
shall deliver to Tenant its special warranty deed, properly executed
and conveying the real property to Tenant free and clear of all
liens and encumbrances whatsoever except as stated above and then
and there Tenant shall pay the aforesaid purchase price for the
real property; provided, however, nothing herein shall require
Landlord to deliver its said special warranty deed to Tenant
AM until after all duties and obligations of Tenant under this lease to
the date of such delivery have been fully performed and satisfied. F
Effect of Purchase on Lease. The exercise by Tenant of
the option granted under- this Article XVI:II and the purchase and
sale and conveyance of a portion or portions of the real property
constituting a part of the Land pursuant hereto shall in no way
whatsoever affect this lease, and all the terms and previsions hereof
shall remain in full force and effect the same as though no notice
of election to purchase had been given, and specifically, but not
in limitation of the generality of the foregoing, such shall. not
affect, alter, diminish, reduce or abate Tenant 's obligations to
pay all the basic rent and additional rent; required hereunder.
Effect of Failure to Complete Purchase. Tf for any reason
whatsoever the purchase by the Tenant of the real property described
in said notice is not effected on the specified date this leave
shall be and remain in full force and effect according, to its terns
the same as though no notice of election to purchase had been given.
ARTICLE XIX
Eminent Domain as to Substantially A11. of the Facility.
If during the life of this lease title to substantially all of the
-31-
Facility be condemned by any authority having the power of eminent
domain, this lease shall (except as to the following provisions of
this article) , Aso facto, terminate on the date poosession of sub-
stantially all of the Facility is required to be surrendered to the
condemning authority. A condemnation which renders the Facility
untenantable or which impairs the efficient utilization of the
Facility by Tenant shall be deemed a condemnation of substantially
all the Facility.
Disposition of Awards Received Prior to Payment of Bonds.
All awards received from the condemnation during the life of this
lease, and before the Bonds and interest thereon have been paid in
full, of title to substantially all of the Facility shall, when re-
ceived, become the absolute property of Landlord, and Tenant hereby
assigns and transfers to Landlord any and all awards granted in cots-.
nection with such condemnation, and, after deducting all attorneys'
fees and other expenses and costs incurred by Landlord in connection
with such condemnation, shall be forthwith delivered. and paid over
by the Landlord to the Fiscal Agent and deposited in the Principal
and Interest, Account. All of the ?Bonds then outstanding shall as
soon thereafter as practicable•, be called for redemption, and all
moneys then held in the Principal and Interest Account by the
Y Fiscal Agent shall be used for the purposes of paying the principal
of and all interest accrued on the Fonds so called for redemption
and all costs and expenses incurred in connection with the call,
redemption and payment of said outstanding Bonds . If the funds
then held by the Fiscal Agent 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,
to the Fiscal Agent as additional rent, upon demand therefor, such
further sums of money, in cash, as may be required for such purposes.
Disposition of Awards Received After Payment of Bonds.
All awards received from the condemnation during the life of this
-g4..
lease, and after the Bonds and interest; thereon have been paid in
full, of title to substantially all of the Facility shall be applied
as follows : (i) Landlord shall receive an amount equal to all
attorneys ' fees and other expenses and costs incurred by Landlord in
connection with such condemnation and any sums of money then due and
owing by Tenant under the terms of this lease , and (ii) the balance
shall belong and be paid to Tenant .
ARTICLE XX
Eminent Domain as to Less than Substantially All. If during
the life of this lease title to less than substantially all of the
Facility 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.
Disposition of Awards Received Prior to Payment of Bonds
and if Plant is not Damaged. If no part of the Plant is condemned
or damaged as a result of the condemnation during the life of this
.ease of title to less than substantially all of the Facility, all
awards received from such condemnation before the Bonds and interest
thereon have been paid in full shall, when received, become the
absolute Property of Landlord, and Tenant hereby assigns and
transfers to Landlord any and all awards granted in connection with
such condemnation, and, after deducting all attorneys ' Peer:, and
costs incurred by Landlord in connection with such condemnation,
shall be forthwith delivered and paid over by the Landlord to the
Fiscal Agent and deposited in the Principal and Interest Account.
DisRosition of Awards Received Prior to Payment of Bonds
and if Part of Plant is Damaged. If any part of the Plant is
-33-
condemned or damaged as a result- of the condemnation at any time
Ak
during the life of this lease of title to less than substantially
all of the Facility, Tenant shall promptly repair or rebuild the
Plant, or rearrange the Facility facilities, so as to make the
same suitable for Tenant's use hereunder, and all awards received
from such condemnation of title to leas than substantially all of
the Facility before the Bonds and interest thereon have been
paid in full shall, when received, become the absolute property
of Landlord, and Tenant hereby assigns and transfers to Landlord
any and all awards granted in connection with such condemnation,
and, after deducting all attorneys ' fees and cost3 incurred by
so Landlord in connection with such condemnation, shall be Forthwith
delivered and paid over to the Fiscal. Agent and deposited in a
special account to be designated "trite rco Incorporated
Construction Account" (the "Construction Account") . Before commenc-
ing any such repairing, rebuilding or rearranging, `e'en.^ant shall
deliver to Landlord performance and labor and material payment
bonds with respect to such work and in the full amount of the
contract covering such work riade by the person, firm or corpora.-
t.ion which contracts to do such work as the principal and a surety
company, or companies, satisfactory to Landlord as surety and in
form satisfactory to Landlord. Said bonds shall name the L andlord
and Tenant as dual obligees and all amounts received by the Landlord
and/or Tenant under said bonds shall be paid into the Construction
Account and become a part thereof. Funds out of the Construction
Account shall be paid to Tenant from time to time upon receipt by
the Fiscal Arent of:
A certificate signed by both the Tenant and an
architect or engineer selected by Tenant and
approved in writing; by the Landlord (which approval
shall not be unreasonably withheld) :
(a) requesting; payment of a specified
amount of such .funds and directing
to whom such amount shall be paid ;
-34-
® (b) stating that the amount requested
either has been paid by Tenant, or
is justly due to contractors, subcon-
tractors , mater. ialmen� engineers,
architects or other person: (whose
names and addresses shall be stated)
who have performed necessary and ap-
propriate work or furnished necessary
and appropriate materials in the repair
or rebuilding; of the Plant or rearrang-
ing; of the Facility facilities, and
giving a brief description of such work
and 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 withdrawn;
(c) stating that no part of the several
amounts paid or due, as stated in said
certificate pursuant to subparagraph
(b) of this paragraph, has been or is
being; made the basis for the withdrawal
of any moneys in any previous or then
pending application pursuant to this
paragraph.
The sole obligation of Landlord under this paragraph shall be to
cause the Fiscal Agent to make such disbursements upon receipt of
such certificates.
Deficiency in Construction Account . If the amount in the
Construction Account shall be insufficient to pay in full. the cost
of such repairing or rebuilding of the Plant or rearranging; of the
Facility facilities , Tenant shall nevertheless proceed to complete
the work and as additional rent shall provide and Furnish all other
moneys necessary to complete all such repairs, rebuilding or re-
arranging;.
Surplus in Construction Account. Any balance remaining
in the Construction Account over and above the cost of the repair
or rebuilding of the Plant or rearranging of the facility facilities
shall, upon receipt by the Fiscal Agent of a certificate by the
architect or engineer aforesaid to the effect that the work has
been completed and that no liens exist, be forthwith deposited by
the Fiscal Agent in the Principal and Interest Account.
-35-
Disposition of Awards Received After Payment of Bonds.
All awards received from the condemnation during the life of this
lease, and after the Bonds and interest thereon have been paid in
full, of title to less than substantially all of the Facility shall
be applied in the same manner as provided in the last paragraph of
Article XIX.
ARTICLE XXI
Eminent Domain as to Use . If during the life of this
lease the use, for a limited period, of all or part of the Facility
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.
Disposition of Avrards Received Prior to Payment of Bonds.
All awards received for the condemnation during the life of this
lease, and before the Bonds and interest thereon have been paid in
full, of the use, for a limited period, of all or past of the Facili-
ty, whether by way of damages, rent or otherwise, shall, when re-
ceived, become the absolute property of Landlord, and Tenant hereby
assigns 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 condemna-
tion, shall be forthwith delivered and paid over to the Fiscal Agent
and deposited in the Principal and Interest Account.
Disposition of Awards Received After the Payment of Bonds .
All awards received for the condemnation during the life of this
lease, and after the Bonds and interest thereon have been paid in
full, of the use, for a limited period, of all or part of the Facility,
whether by 1-,Tay of damages, rent or otherwise, shall be applied as
Follows: Landlord shall receive therefrom the amount of all
reasonable attorneys ' fees and costs and expenses incurred by
Landlord in connection with such condemnation and any sum or sums
of money then due and owing by Tenant to Landlord under the terms
of this lease; and the balance shall belong to and be paid to
Tenant.
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 have been paid in full,
Tenant shall, upon being restored to possession, restore the Facility
to such condition as Tenant shall desire prior to such condemnation.
ARTICLE XXII
Damage or Destruction by Fire or other Casualty. If at any
time during the life of this lease the Plant is damaged or destroyed
by fire or other casualty, Tenant shall, unless substantially all of
the Plant is damaged or destroyed and Tenant purchases the Facility
pursuant to Article XVII, proceed with due diligence to repair,
restore, rebuild or replace said damaged or destroyed Plant to as
good condition as it was in immediately prior to said damage or
destruction, subject to such alterations as Tenant may elect to
make as permitted by Article X. A damage or destruction which renders
the Plant untenantable or which materially impairs the efficient
utilization of the Plant by Tenant shall be deemed to be a damage or
destruction of substantially all of the Plant. It is expressly
provided that if substantially all of t:he Plant is damaged or
destroyed and there are insurance proceeds sufficient to pay all
principal of and interest on the Bonds, and all costs, expenses
and premiums incident to the call, redemption and payment of the
Bonds, Tenant shall have the option of either (i) repairing, restor-
ing, rebuilding or replacing the Plant, with its obligations therefor
limited to the proceeds of insurance required under Article VI of
this lease, or (ii) allowing the lease to continue on the Facility
in its damaged or destroyed condition for a period not to exceed two
years from said damage or destruction, during which period Tenant
shall decide whether to rebuild the Plant as aforesaid or to purchase
the Facility. If the cost of repairing, restoring, rebuilding or
replacing will exceed X100,000, Tenant shall first submit to Landlord,
and secure Landlord's written approval of, the general plans for
repairing, restoring, rebuilding or replacing said damaged or destroyed
Plant, which approval shall not be unreasonably withheld by Landlord.
So long as any of the Bonds are outstanding, Tenant shall, before
commencing the work of repairing, restoring, rebuilding or replacing
the Plant as above provided, deliver to Landlord performance and labor
and material payment bonds rrith respect to such work and in the full
amount of the contract covering such work made by the person whici1
contracts to do such work as principal and a surety company or companies
satisfactory to Landlord as surety and in form satisfactory to Land-
lord. Said bonds shall name the Landlord and Tenant as dual obligees
and all amounts received by the Landlord and/or Tenant under said
bonds before the Bonds and interest thereon have been paid in full
shall be paid over to 'the Insurance Trustee and become a part of
the insurance moneys.
Use of Insurance Moneys Upon Exercise of Option to Purchase.
In the event that such damage or destruction occurs before the
Bonds and interest thereon have been paid in full and Tenant shall
have elected to exercise an option to purchase the Facility, all
of the insurance moneys collected by the Insurance Trustee on
account of such damage or destruction on the policy or policies of
insurance maintained by Tenant pursuant to Article VI hereof shall,
concurrently with the purchase of the Facility by Tenant, become the
absolute property of Landlord and be forthwith delivered and paid
-38-
over to the Fiscal Agent and deposited in the Principal and Interest
Account.
Use of Insurance Moneys if Option to Purchase not
Exercised. Subject to the Tenant' s options in the event of damage
or destruction to substantially all of the Plant, as set forth in
the first paragraph of this article in the event such damage or
destruction occurs before the Bonds and interest thereon have been
paid in full and Tenant does not purchase the Facility as aforesaid
funds out of the insurance moneys collected by the Insurance Trustee
shall be paid to Tenant by the Insurance Trustee upon receipt by tilt
Insurance Trustee of the certificates described in the third paragraph
of Article XX with respect to .the Construction Account there referred
to, provided that the words "repair or rebuilding of the Plant or
rearranging of the Facility facilities" there used in describing
said certificates shall for the purposes of this paragraph refer.
to "repairing, restoring, rebuilding or replacing of the Plant" .
All insurance moneys not required to be used for such purposes
shall, upon receipt by the Insurance Trustee of a certificate by
the architect or engineer mentioned in said Article XX to the
effect that the work has been completed and that no liens exist,
Ankh become the absolute property of Landlord and be forthwith delivered
and paid over to the Fiscal Agent and deposited in the Principal
and Interest Account. If the insurance moneys so collected by the
Insurance Trustee are insufficient in amount to pay in full the
cost of all repairs, restorations, rebuilding and replacements of
said damaged or destroyed Plant, Tenant shall provide and furnish
all other moneys necessary to fully complete all such repairs,
restorations, rebuilding and replacements.
Application of Insurance Moneys in Event of Tenant' s
Deft ault. Anything in this article to the contrary notwithstanding,
-39-
EM M
AM
Landlord shall have the right at any time and from time to time to
notify the Insurance Trustee to withhold 'payment of all or any part
of the insurance moneys to Tenant in the event (i.) Tenant is in de-
fault in the payment of basic rent or additional rent (ii) Land-
lord has given notice to Tenant of any other default on Tenant' s
part under this lease or (iii) a default described under Article
XXIII(c) has occurred. After receipt of such notice from the Landlord,
the Insurance Trustee shall not pay any part of the insurance moneys
to Tenant without Landlord's prior written consent. 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 so notify the Insurance Trrustee and after receipt of such
notice, the Insurance Trustee shall make payments from the insurance
moneys to 'Tenant in accordance with the provisions of this article;
provided, however, that if this lease is terminated or Landlord other-
wise re-enters and takes possession of the Facility without termi-
nating this lease under the provisions of Article XXIII the Land-
lord may direct the Insurance Trustee to pay all of the insurance
moneys then held by it to the Fiscal Agent for deposit in the
Principal and Interest Account and upon such payment to the Fiscal
Agent all duties, responsibilities and obligations of the Insurance
Trustee with respect to such insurance moneys, and all rights of
the Tenant in and to such insurance moneys, shall cease.
Application of Insurance Moneys After Payment of Bonds.
If such damage or destruction to the Plant occurs during the life
of this lease but after the Bonds and interest thereon have been
paid in full, all of the insurance proceeds shall become the absolute
property of Tenant and be forthwith delivered and paid over to Tenant.
ARTICLE XXIII
Default Provisions. This lease is made on condition that
if;
-4o-
(a) Tenant defaults in the due and punctual
payment of basic ru.-it ov additional rent and such
default continues for ten (10) days after notice
thereof from Landlord or Fiscal Agent; or
(b) Tenant- defaults in the keeping or perform=ance
of any other coirenant or obligation herein contained on
Tenants part to be 'kept or performed, and Tenant fails
to remedy the same within thirty (30) days after Landlord
or the Fiscal Agent has given Tenant wr ,itter. notice speci-
fying such default (or within such additional period, if
any, as may be reasonably required to cure such default
if it is of such nature that it cannot be cured within
said thirty (30) day period because of governmental
restriction or other cause beyond the control of the
Tenant); or
(c) Tenant shall file a voluntary petition under
the Bankruptcy 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 'Lo
pay its debts as they mature; or Tenant makes an
assignment for the benefit of its creditors; or 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
Facility, or any part L"hereof, 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, or at any time thereafter,
and while such default shall continue, give Tenant written notice
of the specific matters claimed to be in default and of intention
to terminate this lease on a date specified therein, which date
shall not be earlier than ten (10) days after such notice is given,
and, if all defaults specified in the notice have not then been
cured, on the date so specified, Tenant' s rights to possession of
the Facility shall cease and this lease shall thereupon be termi-
nated., and Landlord may re-enter and take possession of the Facility
as of Landlord' s former estate; and as an alternative remedy Land-
lord may at Landlord's election, without terminating the term, or
this lease, re-enter the Facility or take possession thereof pur-
suant to legal proceedings or pursuant to any notice provided for
by law, and having elected to re-enter or take possession of the
Facility without terminating the term, or this lease, Landlord
shall use reasonable diligence to relet the Facility, or parts
thereof, for such term or terms 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 Plant, and no
such re-entry or taking of possession of the Facility 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 or 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
- 42 -
re-entry or taking of possession, and Tenant shall continue to
pay the basic rent and additional rent provided for in this lease
until the end of the term and whother or not the Facility shall have
been relet, less the net proceeds, if any, of any reletting of the
Facility after deducting all of Landlord' s expenses in or in connection
with such reletting, including without limitation all repossession
costs, i,rQ..erage commissions, legal expenses, expenses of employees,
a,1.toxacion costs and expenses of preparation for reletting, Having
,:I Acted to re-enter or take possession of the Facility without
terminating the term, or this lease, Landlord may (but, until the
33oridc aald rter es t thereon are fully paid; only with the written con-
sent of the holders of 75% of the aggregate principal amount of the
Bonds then OUtstandiiAg) by notice to Tenant given at any time there-
after whale Tenant is in default in the payment of basic rent or
additional 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 ten (.10) 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 Facility, Landlord may enter and expel
Tenant and those claiming through or under Tenant and remove t,ie
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.
Notwithstanding anything to the contrary herein contained, it is
understood that Landlord must first give Tenant thirty (30) days prior
written notice of the matter claimed to be in default, except as to the
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payment of basic rent , and if' the '. onant corrects said default within
the thirty (30) day period or, if the matter to be corrected cannot be
ecmpleted rithin thirty (30) days , but work has commenced on said
matter in default , then no default shall be declared.
Survival of Obligations . Tenant covenants and agrees
with Landlord and the holders of the Bonds that its obligations
under this lease shall survive the cancellation and termination
of this lease, for any cause, and that Tenant shall c.ontlinue to
pay the basic rent and additional rent and perform all other
obligations provided for in this lease, all at the time or times
provided in this lease.
ARTICLE XXIV
Performance of Tenant's Obligations by Landlord. If
Tenant shall fail to keep or performs any of its obli-ations as
provided in this .lease in respect of (a) maintenance of insurance,
(b) payments under Article V, (c) repairs and maintenance of the
Facility, (d) compliance with legal o? insurance requirements,
(e) keeping the Facility lien free, or in the making of any
other payment or performance of any other obligation, then Landlord
may (but shall not be obligated so to do) upon the continuance of
such failure on Tenant' s part for thirty 1130) days after notice
of such failure is given Tenant by Landlord or Fiscal Agent and
without waiving or releasing Tenant fron 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
and all necessary incidental costs and expenses incurred by Landlord
® in 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
Article XXIII in the case of default by Tenant in the payment of
basic rent.
ARTICLE XXV
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 surrender possession of the
Facility to Landlord in good condition and repair, ordinary wear
and tear excepted; provided, however, Tenant shall have the
right, prior to or within sixty (60) days after 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 Facility required to be
made because of such removal shall be made by and at the sole
cost and expense of Tenant. Tenant shall have the sole responsi-
bility and bear the sole risk of loss for all such machinery and
equipment, furniture, trade fixtures and buildings and improvements
during said sixty (60) day period. All machinery and equipment,
furniture, trade fixtures, and buildings and improvements owned by
Tenant and which are not so removed From the Facility prior to
or within sixty (60) days after the termination of this lease
shall becowe the separate and absolute property of Landlord.
ARTICLE XXVI
Notices. All notices required or desired to be given
I
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 delivered in person to any executive officer
of Tenant with a copy thereof to be mailed by certified or registered
tilail, post;ago prepaid, addressed to the Secretary of Tonant at 1509
Washington Avenue, ;t. Louis, Missouri, or at SUCh other place as
Tenant from time to i:in;;l iffy desiLtiate in writing to Landlord. A I
notices given by certified o_ registered i-imil as aforesaid shall
be deemed duly given as of the date •t )ey are so mailed.
ARTICLE XXVrr
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 and its Fiscal Agent with funds
adequate in amount to pay all 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
and its Fiscal Agent with funds sufficient for the purposes afore-
said, Tenant shall be obligated to pay, and it does hereby covenant
and agree to pay, upon demand therefor, as additional rent,, such
further sums of money, in cash, as may from time to time be required
for such purposes .
Funds Held by Fiscal Agent After Payment of Bonds. If
after the principal of and interest on the Bonds and all costs in-
cident to the payment of the Bonds have been paid in full the Fiscal
Agent holds unexpended .funds received in accordance with the terms
-45-
f
hereof, such unexpended funds shall, except as otherwise provided
in this lease and the Bond Ordinance and after payment therefrom to
Landlord of any sums of money then due and owing; by Tenant under the
terms of this lease, be the absolute property of and be paid over
forthwith to Tenant.
ARTICLE XXVIII
Righta and Remedies. The rights and remedies reserved by
Landlord and Tenant hereunder 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.
Waiver of Breach. No waiver of any breach of any covenant
or agreement herein contained shall operate as a waiver of any sub-
sequent 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
AM
payment or payments or performance hereunder without in any way
waiving its right to exercise any of its rights and remedies pro-
vided 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.
Vacation of the facility- After the initial five (15) years
of this lease Tenant inrly V[Wate the facility, but shall.- continue its
rental payments and all other obligations hureurider during t.10
balance of the term, or extended term as the case may be.
_b6_
Expenses and Charges of the Landlord. Wherever in this
lease it is provided that the Tenant shall pay the costs, expen3es
and fees Including attorneys' fees, incurred by the Landlord, Tenant' s
obligations shall be limited to such thereof as are necessary and
reasonable.
Landlord Shall Not Unreasonably Withhold Consents and
Approvals . Wherever in this lease it is provided that the Landlord
shall, may or must give its approval or consent, Landlord shall not
unreasonably, arbitrarily or unnecessarily withhold or refuse to
give such approvals or consents.
ARTICLE XXIX
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
Facility leased hereunder and that Landlord will defend Tenant's
enjoyment and possession thereof against all parties .
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 .
Additional Covenants of Tenant. Tenant covenants that it
is a corporation duly organized and existing under the laws of the
State of Delaware and authorized and qualified to do businees in
Missouri 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
-47-
is a party or by which it or any of Its property is bound, or
the Teriant 's Articles of Incorporation or Bey»laws , or any order,
rule or re,mulation applicable to Tenant or its property of any
court or other governmental body.
Amendments. This lease may be amended, changed or modified
only in the following manner:
(a) With respect to any amendment , change or
modification which will 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.
(b) With respect to any amendment, change or modi-
fication which reduces the basic rent or
additional rent, or any amendment which reduces
the percentage of Bond holders 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; and
(c) With respect to all other amendments, changes or
modifications by an agreement in writing executed
by Landlord and Tenant.
Construction and Enforcement. This lease shall be con-
strued and enforced in accordance with the laws of Missouri. Wher-
ever 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 per-
form, or not to' perform, as the case may be, such act or obligation.
-u8.
Invalidity of Provision; or Lease. If for any reason
any provision hereof shall be determined to be invalid or unenforce-
able, the validity and effect of the other provisions herp.oV shall
not be affected thereby.
Covenants Hun With Leased Property .ind Pa,,omi ses . The
covenants, agreements and conditions herel.n 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.
Paragraph Headings. Tne paragraph headings shall not be
treated as a part of this lease or as affecting the true meaning of
the provisions hereof.
Execution of Counterparts. This lease may be executed
simultaneously in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed these
presents as of the day and year first above written.
CITY OF JEFFERSON, MISSOURI:
By
Mayor
LANDLORD
(SEAL)
ATTEST:
City Clerk ;
INTERCO INCORPORATED, a
Delaware corporation
By
Presi ent
TENANT
(SEAL)
ATTEST:
Secretary
Adak
STATE OF MISSOURI )
SS.
COUNTY OF )
On this day of , 1966, before me,
appeared - 'o me personally known, who
being by me u y sworn, say hat lie is the Mayor of the City
of Jefferson, Missouri, and that the seal affixed to the foregoing
Instrument is the corporate seal of said City and that said instru-
ment 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 aced of said City.
IN WITNESS WHEREOF', I have hereunto set any hand and
affixed my notarial seal at my office in ,
Missouri, the day and year last above written.
Notary u c within ana For
said County and State
My commission expires •
t;
H
STATE OF MISSOURI )
SS.
COUNTY OF )
On this day of 1966, before
me, appeared , to me personally known,
who being by me duly sworn did say that he is the President
of Interco Incorporated �� De1a��are car ora.tjophat tthe ised affixed
and qualified to do business in Missouri, an
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
acknowledged said instrument to be
he 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 , the
day and year last above written.
f
Notary u c w in and for
said County and State
My commission expires
-50-
Exhibit B to Lease Between City
of Jefferson, Missouri, and Interco
Incorporated Dated July 1, 1966-
Basic Rent
June 15 December 15
1966 - $2052638.00*
1967 $205,662.00* 205 ,638. 00
1968 4052662.00 201 ,138. 00
1969 406,162.00 196,5 25. 50
1970 411,549.50 lg1,688.00
1971 416,712.00 186,625. 50
1972 421,649.50 181,338. 00
1973 426,362.00 175,825050
1974 435,849.50 169.975.50
1975 439.999.50 163,900.50
1976 448,924.50 157,488.00
1977 452,512.00 150,298. 85
1978 460,319.90 142 ,744. 15
1979 467,762.10 134,823. 90
1980 474,838.60 126,538.10
1981 486,549.40 117,764. 90
1982 492,772.60 1083626. 15
1983 503,630.10 99,000. 00
1984 514,000.00 88,625. 00
. 1985 523,625.00 77,750.00
1986 532,750.00 662375.00
1987 546,375.00 54,375- 00
1988 559,375.00 41,750.00
1989 571,750.00 28,500. 00
1990 583,500. 00 142625.00
1991 599,625.00 ..--
Total Basic Rent: $15,075,493.75
* Rent due December 15, 1966 and June 15, 1967 is funded.
49
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