HomeMy Public PortalAboutORD07898 SCHEDULE 1 TO ORDINANCE N0 .
OF THE CITY OF JEFFERSON,,-- MISSOURI
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 24.5,
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 11aff-
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man Press, Inc. , by Warranty need of record in Book
I 1411 page 24, Cole County Recorder 's Office, and, tl
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 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
j Office; thence South 71 degrees 18 minutes east,
along the southerly line of said tract, 370.30
l 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 50' degrees 20 min-
utes west, 128.7 feet; thence North ?3 degrees 00
minutes west, 99.7 feet; thence North 81 degrees
00 minutes west, 95.04 feet; thence South 77 de-
green 40 minutes west, 50.28 feet, to the east line
of the above described tract conveyed to the County
L E A S E
- THIS LEASE, made and entered into this First day of June,
19678 by and between the CITY OF JEFFERSON, MISSOURI, a municipal
corporation, of Cole County, Missouri (the "Landlord"), and INTERCO
. INCORPORATED, a Delaware corporation, authorized and qualified to do
business in Missouri (the "Tenant"),
WITNESSETH:
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 its.
a�
Governing Body, and
WHEREAS, Landlord, in furtherance of the purposes and pur-
suant to the provisions of Sec. 27 of Article VI of the Constitution,
Missouri, 1945, as amended, and the Laws of Missouri.. RSMo. 1959 Secs .
71.790 to 71 .850 (Supp . 1965) (the "Act") , and in order to further the
economic, manufacturing 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 State of Missouri,
has proposed and does hereby propose that it shall :
(a) Acquire, but solely from the proceeds of the sale
of the Bonds hereinafter described, the real property de-
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, the construction and purchase of a
manufacturing and industrial plant consisting of the
buildings and improvements and machinery and equipment
described in Article IV hereof (said buildings and
improvements and machinery and equipment being here-
inafter referred to as the "Plant");
May 5, 1.967
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(c) Lease the Land and the Plant (the sand 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-
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corporated herein by reference;
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and
WHEREAS, Tenant, pursuant to the foregoing proposals of
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' 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
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mutual covenants and agreements herein set forth, Landlord and Ten-
ant do hereby covenant and agree as follows:
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ARTICLE I
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' Granting of Leasehold. Landlord b
j Y these presents hereby
1 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, Mange
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
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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 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 Count Recorder's
Office; thence South 71 degrees 1 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 wire, by War-
ranty Deed of record in Book 97, page ?7, Cole County
Recorder's Office; thence North 85 degrees 38 minute:
east, along the south line of the said Beek 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 .1E 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, 50.2 • 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 23 minutes Crest, 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, 1 64, 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 August 24 - 1966;.:-and: filed--August 30,. 1966,
in Book 199,_ page 64, Coie�County RQcorder.'-s, Office;
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of Cole of record in Book 173, .page 433; thence North
5 degrees 23 minutes West, 169.23 feet, to the begin-
ning point of this description.
Subject to the following easements : ,
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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 24,
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 August 24 , 1966, and filed August 30; 1966,
in Book 199, page 64 , Cole County Recorder's Office;
and
Electric transmission line easements to the Missouri
Power & Light Company as follows �-
Easement dated September 18, 1929, and filed October
28, 1929, in Book 71, 'page 173, in the Cole County
Recorder' s Office ;
Easement dated February 16 ,1955, and filed February
23, 1955, in Book 141, page 93, in the Cole
County Recorder's Office ;
Easement dated February 16 , 1955, and filed February
23, 1955, in Book 1.41, page 95, in the Cole
County Recorder' s Office;;
i and,
Easement dated February 16, 1955, and filed February
23, 1955, in Book 141, page 92, in the Cole County
Recorder's Office.
Subject to: (a) any other easements , restrictions
and reservations now of record, if- any; (b) the
rights of the public in and to any part of the pre•-
mises 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.
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and
Electric transmission line easements to the Missouri
Power & Light Company as follows --
Basement 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 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 1 ing 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 locates thereon
f pursuant to Article IV,
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fora basic term of Twenty-Five years and six months commencing
on the date of this lease and ending on November 30, 1992,
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 $14,4562892.00 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
j . 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
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Agent hereinafter and in the Bond Ordinance designated, and
(b) all Impositions (as defined in Article V), and (c) all
Iamounts 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
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on the Bonds as -the same become due and payable, including all
:costs, expenses and premiums in connection with the redemption
and payment of all outstanding Bonds .
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Rent Payable Vithou•c .sbntgmcnI; or 'et.-Off. Without
prejudice to its ri2phts against Landlord for the following provisions
which restrict Tenant'c use of tht: Facility. Tenant covenants
and agrees with and for the c.,p:t e:,s b, ,iofi t of Landlord and the
holders of the Bonds that all payments of basic rent and additional
rent shall be Trade by Tenanr. on or before the date tiac 'sawe! bcco-me
due, and that Tenant shall perform all of its obligations, covenants
and agreements hereunder (including; tilt obligation 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
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irrespective of whether the Facility shall have been started or
completed, or vahether Landlord.' s title whereto, or lx,, any part
thereof, is defective or nonexistent, and notwi.thstandking any damage
to, loss, theft or des iruction of the Facility or any part thereof,
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any failure of consid°ration or commercial frustration of purpose,
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the taking by eminent domain of title to or o4-0 she right of tcmporary
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use of all or any part 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
State of Missouri or any political subdivision of either thereof, any
change in Landlord's legal organizat;ion 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 ivaivds 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 th4 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 otherwise, but any recovery upon such rights and
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claims shall be had from Lardlord separately, it being the intent of
this lease that the Tenant shall be unconditionally and absolutell
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.
Prepayment 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 Funds in Trust Accounts.
Landlord hereby designates Central Missouri Trust Company, Jefferson
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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, in-
elude not only said Central Missouri Trust Company, but also its sue-
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.
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Ii at any time the amount in the Principal and Interest Account shall
be sufficient to pay in full the principal of (including; redemption
prenium, if any) and interest on tall outstanding Bonds , either at
maturity or on earlier rede:mY:jtion, and all costs , expenses and
premitns in connection with the call, redemption and p.a;Ynient of all
outstaiding, Bonds , then in. that event (i) all of the Bonds then aut--
standint as soon as the Bonds a.ro subject; to redemption shall be
called f. .r redemption by the Landlord, but only when so instructed by
Tenant , aid all moneys held in the Principal and Interest Account by
the Fisca. Agent shall be used to pay the principal (ineludinF re-
demption p^emium, if any) of and all interest on the Bonds so celled
for redemption and all costs , expenses and premiums incurred in con-
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nection with the call , redemption and payment of said outstanding
Bonds, anc (ii) no further basic rent shall be payable hereunder
during th( basic term.
i ARTICLE III
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Sale of Bonds. Landlord shall issue and sell to Glore
Forgan, ki—R. Staats , Inc . and Stern Brothers & Co. on or before
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August 1, 19678 Ponds in the total principal airount of +G,500 ,000
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provided "ht same can be sold at a price not less than the full prin--
cipal amcant thereof, or at such lesser price a.s Tenant- may consent
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to in wrking signed by the President of Tenant and delivered to the
Landlord and Fiscal Agent . Tn the event Landlord is unable to sell
the Bond< on or before said date, this lease shall, at the close; of
business on August 1, 19678 be and become null end void ab initio
without :iability 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 whateJer 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 t3 the Fiscal Agent specifying the amounts to be disbursed
and the persons to whom the disbursements are to be made, the
Fiscal Atront shall noxt promptly pay f-ori tht.., prc Of Srtl(1
sale of tho Bonds into t1ho Principal and Int- erect Acecsunt the i,uD
amount of arty accrued interc.;t and, prrl,titio., If Pny, receive,' upt..)n
-Ii(t lnl-erest dur? -)n -the lknid�i
such sale plu-o an -.-�mount e-qu.u't to 1, 6
on January 1 and July 1, 1968. The rei'llainder oIC such pi,occcdo shall
be deposited by the Fiscal A[.,cnt in a trust account dosiLr.notoLl "in-
terco Incorporated Construction Fund" (the "Construction Fund" ) .,
to be used and applied a- provided in Article -*V and as otherwise
provided in the Bond Ordinance .
1V
Construction. Tenant shall construct buildinc,,,s and
Improvements on the Land in accorLanc-n wits', pl<,ln and' spr-.-c if icat ions
(approved in wrdting by Landlord) ., anti 'tenant agreez; th�tt I't wi3.--,-
enter Into the necessary contracts wl.tb contractors (which contracts
and contractors shall be approved ill wri •in- by Landlord) fov the
construction of said buildiliCs arid improvements Oizald contracts
being
hereinafter referred to as tlhe. "Construction Contracts") .
Tenant agrees that the Construction Contracts shall provide that
at all times duz•inC., the construction of the building-s and iniprovements
the contractors shall maintain in -full force and effect the following
policies of insurance:
(a) General accident and public liability insurance.,
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(including coverage for all losses whatsoever aris-Ing -Prom
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the ownership, maintenance, operation or use or anly
automobile, truck or oth,-7)r rotor, vehicle) under wbich Landlord
and Tenant shall be na-tcd an ir-, an arount- not i%-I-ss
than $300 ,000 f.'or personal injuries (including dr- etb) to
any one person., not D tc than $1,000,000 fc r p e rs o no.I
injuries (including death) In arty one accident and 110t,
less than $250 ,000 for property damage;
(b) Workmen's Compensation Insuranco, under w1hi-Ch
Landlo�•d and, Tc-nanlu, shall he namod an insured., and
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(c) Huildar' s Rink-Completed Valur. Form Insurance
insuring the Facility against fire. Lightning and all
other risks covt,,red by -she e: tended ^overage endorsement
then in use in the State of Nissouri, to the full in-
surable value of the Plant (as that term is defined i..
Article VI her^nf) and that such be prepaid in full prior
to the commence;1ent of construction under the Construction
Contracts; such policy or policies of insurance shall. name
th-- 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 -,;he Construction Fund. Such policies or
copies thereof shall be delivered to Landlord.
The Construction Contract:: shall also require the contractors th;re-
j under, prior to the commencement of any construction on the Land
j bo deliver to the Tenant with copies to Landlord performance and
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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 company,
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 ray 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 items 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,
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first approved by Tenant. By such approval, Tenant will have been
deemed to have warranted that the material described in such pur•-
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chase order is appropriate for and meets all specifications andie-
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
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, hcwevpr, that Tenant 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
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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
1 Construction Fund shall be paid from time to time to Tenant or as
i 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
i of such funds and directing to whom such
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amount shall be paid;
1 (b) stating that the amount requested either has.
been paid by Tenant, or is ,justly due to
j ' 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
i 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
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has been or i.st boint; maklt,, bhe for the
withdrawal at' ;:ny monc,y , z.n any previott: or.
then pending appli c;4tion pursuall'. to this
paragraph.
The sole obligation of Landlord under this pararraph s:zull be to
cause the Fiscal Agent t-c make ;such disbursements upon receipt c:-,f
such certificates . The Fiscal A,�Ieitt n,-!y rely fully or. any such
directions and shall not be required to mike any invertigation In
connection thereigith.
Machinery and I'qu:irrnrnt. 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,
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but solely from the Construction Tound, and hereby authorizes and
direct: the Fiscal Agent to pay for, but solely from tho. 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 contUin a reasonably
complete description of all such items of machinery and equipment,
shall specify the cost thereof, shall state: that the macb1ner.y
1 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 para;;raph shall be
to cause the Fiscal Agent to stake such diabursements upon receipt
of said certificate. The Pineal Agent may rely fully, on any such
certificate and shall not be required to makes any invauti?atiotl
in connection therewith.
Construction Cost. The tern) "Construction Cost" shall be
construed to include (1) all costs and expenses necessary or incident
to the acquisition of the Land; (ii) all costs and expenses of every
nature incurred in constructint; the buildings and improvements;
(iii) all costs and expenses necessary or inciaental to the purchase
z
c ,
and installation of the machinery and oqulpmort ; (!.V) the "Ost.
of the title insura.noe poijoy referred to in Article VT; (v) the
cost of all utility facilities on tht, Land; (vi) any and &1l cxpesraans
incurred by Tenant: , including those r►rior to 'he sale Of the' DO 1-,
for plarnin!,� , development and design , and other iteias necessary
to the commencement or construction; (vii) all other expenses .,
fees, costs and outlays of vwhatever riature a" may from tJ.mn to
time be ar reed upon by Landlord and. Tenant ; (vil l) and all other
expenses necessary or incident to the construction and carr.P let ion
of the Facility. Landlord hereby ag,rees to pay for, but solely
from the Construction Fund, and hereby authorizes and direpts the
Fiscal Arent to pay for, but solpl.y from the Construction Funct,
all Construction Cost's other thata those set .forth in iteims
and "(iii)" above (the payment for which n. provides: for in ether
portions of this article) , upon rr-)ceipt by the Fiscal Alrent of
a certificate of Tenant, showinf; tree a.s.sent of Landlord tbe.reto
if such is required under thc terms hereof, requesting, a specified
sum of money, describing in reasonable detail the Constriction Cost
which forms the basis for said request :ind containing a statrmc!nt
that said sum does riot exceed the co ,t of said Con-truction Cost .
Deficiency of Cornstru►:ticn Fund. if the Construe tloan Fund
shall be insufficient to p.sy Cully all Construction' Costs and to
complete fully the Facility lien frnc, Vonant shall pay, in cash,
the full amount of any such deficiency by ma.kino payments directly
to the contractors and to the suppliers of material.n, machinery,
equipment and services as the same shall become clue and Tenant shall
save Landlord whole and harmless from any Ublij;ation to pay such
deficiency.
Surplus In Construction Fund. Any amount remaining; in
the Construction Fund rafter the T1 .-nan}, and the aforesaid architect
w
shall c+.rtify that tilt, Vrici:lity ha., bet.,•r. t'ully cr.mplett'.d.
and paid for, lien free, shall tai` trr nsj'era•ed to Grin: PrInV-1pal =end
Interest Account.
Hight of Lntr , ty Lan.-herd. The duly authorized agents
• of Landlord shall have the ril..-ht at any time and all. times prior
to the completion of the Facility to unter the Facility, or carry
parts thereof, for the purpose of inspecting; and supervising the
acquisition and construction thereof.
Facility Property of 1,a.nd:lord. All work and mate.rialr:
on the buildings and improvem.enta as such work prot-renses, all
machinery and equipment Installed in or on the Faci.11t.y, the
Facility LS fully completed, anything; under this lease whJ rh bc--
comes, is deemed to be, or constitutes a part: of the. Plant, acid
the Plant as repaired, rebuilt, rearrang ei d, restored or replaced
by Tenant under the provisions of this Lease, except; as otherwiso
specifically provided herein, shall immediately when e.rocted or
installed become the absolute property of Landlord to the Saxie
j
extent as if same had been erected or installed prior, to the Q'.lcHeu--
i
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 purehase
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
Tonaot, avcn though said machinery and quipmcnt is attached. to the
realty.
Schedule of Machinery and Equipmerit Ormed by Tenant.
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 into a supplemental agreement
with Tenant which will fully describe (using serial numbers
where possible) the machinery and equipment in, on or about the
Facility which 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 have been
brought onto the Facility and as are, under the terms of this
' lease, the property of Tenant.
Financing of Tenant Ourned Machinery and Equipment.
Nothing contained in this .cease shall prohibitor be deemed to
f
prohibit the Tenant from financing the purchase or acquisition
of any machinery, equipment, furniture or fixtures which is .
or will be under the terms of this lease the property of Tenant
{ by conditional sales contracts., chattel mortgages or other
financing devices provided any liens resulting from such
financing shall only stand against the items so financed and shall
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 the 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 o^ in .rtspeot c).V thy: Vac ility, or any part thereof,
or any improvements at V.ny time thereon or Tenant' s interest in the
Facility under this lease, including -any new lawful taxes and a;sess-
ments not- of the kind enumerated above to the extent that the same
are lawfully matte, levied or assessed in lieu of or in tiddit;ion to
taxes or assessments now customarily levied st ,ainst 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 Lardl.ord•'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, in full. by
Landlord. I:i th , u ti ;!nt jurr sp c1al. tZt .w are lawfully
levied and assessed which may be paid in, installments, Tenant shall
i
be required to pay only such installments thereof as become due
and payable during the life of this lease as and when the same
i
become due and payable. Landlord covenants that without Tenant's
written consent it will not unless required by law tape any action
j which may reasonably be construed as tending to cause or induce
i
the levying or assessment of any Imposition (other than special assess-
ments levied on,,*account of specio.l benefits) which Tenant'; would be
required to pay under this Article and that should any such levy or
assessment; be threatened or occur Landlord 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-
went thereof.
. -l;i-
Landlord May Not Sell. Landlord covenants that, without.
Tenant 's written consent, it will not, unless required by law, sell
or otherwise part with its fee or other interest in the Facility or
encumber said interest at any time during the life of this lease,
or any renewals thereof.
Contest of Ir1po :t1*f.nr:^. Tenant shall. have the rtght, in
its or Landlord's name, to contest tbo validity or cmrount 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 be:'ore the Imposition complaiIled
of becomes delinquent if, and provided, Tenant, before in,titutinP;
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 � surety company acceptable to
Landlord as surety, in a penal Burr of at least thrice the amount of
the Imposition so contested conditioned upon the payment, if so
s adjudged, of they contested Imposition, together with all interest
i
and penalties accruing thereon and costs of suit, and If., and pro-
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vided further, Tenant diligently prosecutes any such contests at all
times effectively stays or prevents any official or ,judicial sale
therefor, under execution or otherwise, and promptly pays any final
Judgment- enforcing the Imposition so contested and thereafter
promptly procures record release or satisfaction thereof. Tenant
shall hold Landlord whole and harmless from any casts and expenses
Landlord may incur related to any such contest.
ARIPI CUE VI
Insurance. Tenant :shall prior to or simultaneously with
the expiration of the Insurance provided under the Construction Con-
tracts and throughout the life of this lea ie, a.t its sole cost and
expense, keep the Plant constantly insured against lose; or damage by
fire, lightning and all other risks covered by the extended coverage
i
insurance endorsement then in use in the State of Missouri in an
amount equal to 8051 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 Tenat:t and approved in writing 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 :rational emergency exists and such
insurance is obtainable and generally carried by owners of industrial
plants in Missouri. The term "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 tL.e 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
1 .
of this lease shall be construed to p-revent Tenant from including
the Facility under Tenant's blanl.et 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 undz.r 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 (ID)
days prior to the eX.piration dates of the expiring policies, origi-
nals or certificates of the policies provided for in this article,
aeach bearing notations evidencing payment of the premiums or other
I
evidence of such payment satisfactory to Landlord, shall be de-
livered by Tenant to -the Landlords a:zu, until the Bonds and interest
thereon are fully paid, to tha Fiscal Agent. All policies of such
insurance, and all renewals thereof, shall name Landlord, Tenant
and, until the Bonds and interest thoreoa are fully paid, the Fiscal
Agent as insureds as their respective i:iterusts may appear, shall
contain a provision that such insurance „iay not be cancelled by
the issurer thereof without at least teiz (10) days written, notice
to Landlord and Tenant, and until the Bonds and the interest the-re-
on have been fully paid shall be payable to the" Fiscal Agent, as
Ins.urance Trustee. Landlord and Tenant hereby a ree 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-
1
' 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.
Owners Title Insurance Policy. Landlord will purchase,
from the Construction Fund, a policy of title insurance in the
amount of $3,500,000. 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, stall be paid into
and become a part of the Construction :°und, (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.
3
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Termination: -Ln tlZ^ ::J {: of litic: D ..fe.:t. If during the
life of this lease a defect u-x•ists ;.nA Laadlo_^d's title to t'he
Facility and as a result thereof the Facility is rendered untenantable
or the efficient utilisation 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
attribtttable to such defect have been deposited in the Principal
{
and Interest Account, provided, however, ;.fiat such termination may
Aft
4 only be on a May 1 or November 1 , and such notice
must be given no less than sixty (50) days before such termination
date.
Calling of Outstanding Bonds. In the event that Tenant
shall elect to terminate: this lease in accordance with the terms
i
of the next preceding para,,raph, all of the Bonds then outstanding
shall as soon thereafter as practicable be called for redemption,
and all moneys then field in the Principal and Interest A^count by
the Fiscal Agent shall be available for use to pay the 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 tiie Principal and Interest
Account are insufficient in amount for the purposes a.foresa.id,
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 Pr•tintises. Sub je--t to the provisions of this
article, Tenant shall have the right to use the Facility for Any
�l�_ .
and all purposes allotted by law and cunt tr-op1at#:,d by the Const;ituti.on
of Missouri and the Act . T->t alit, hall cr.►ripl;; ":10i t 1.1 mandatory
Adhk statutes, laws, ordinances , or6or>. , judgment:; , decreer,, regulations,
directions and requtvements of all fludcral, :ttato, local. and other
governments or governmental : uthoritie.o, now or he'roafter applicable
to the facility or to any ad joinin;; public ��a, , as to the ir'anner of
use or the condition of the P- cility or of aid,joininL; public ways,
provided, however, Terlant rha.11 have the ris;ht, In its or Landlord's
name, to contest the validity oil aT)plicability of any of the aforesaid
by appropriate proceedings provIded that before instituting any Stich
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 inator{ally adversely affect the security
Ankh
of the holders of any of the IIond:> . Landlord shall cooperate with
Tenant in any such proceedings, and Tenant shall hold Landlord whole
and harmless from any costs and expenses Landlord may incur related to
any such contest. Tenant shall comply with L-iie 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
l
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Tenant to comply with tt,e provisions of this article.
ARTICLE VIII
Assignment and Sublease. Until the Bonds and interest
thereon, and all costs and expenses in connection with the .call,
redemption and payment of all Bonds, have bQen paid in full or pro-
vision made for the pal/,.lent 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 have been paid in full:
: (i) Tenant may, without Landlord's consentL,
assign this lease to any corporation apa of the
.La--
1
stock of which is owned by Tenant provided that any
such assignment shall be by a written instrument
(approved in writing by Landlord) -wherein the
assignee shall expressly assume all the• duties
and obligations of the aerient under this lease;
and
(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
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, conveyan-a or disposition or sublease
shall release or discharge Tenant frotr 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
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 Donds 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.
r
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 i.eep the machinery
and equipment constituting a part of the Plant in good mechanical
and working 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 Dis osition 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 opiclion. 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
$254000.00 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 Facility,
(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
..lga-
amount of mon,_,y equal Lo c.he fair marl e t value of
the machined ��:^ oquipmliLt. so conveyed, provided that any
bona fide offer from a third party sho.11 be conclusive
as to the fair marl:e t alue- of .� machhinery or aquip•-
went to be removed from; the Plant. The consideration
received for the corrreyance of tine said machinery or
equipment; removed froia - the Pla;,t shall be paid to the
Fiscal Agent and deposited by the Fiscal Agent in
the Frincipa.l and Interest Account . Any new
riachinery and equip—Went %rhi, ' Tenant purchases solely
with its ourn funds, even though such, new e_tuchinery 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 grope.^ty of
the Tenant.
(3) Tenant shall, unless it elects to proceed under
subparagraph (2) above, rep Ace tihe machinery or equip-
ment so removed from the Plant t-;ith machinery or equip-
ment having a fair mark�,,t value at least equal to the
fair market value of the machinery or equipment po
removed, and any scrch machinery oi^ equipment which is
i installed in on or about the Facility to replace
machinery or equipment removed under tl•:is 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 tyre :Plant under This sub-paragraph
(3) shall, upon its removal and upon its replacement by
additional machinery or �-)cluirment, 'be the property of
the Tenant. In the event Landlord and Tenant can not
agree as to the fair value -of the machinery and
equipment to be removed un er trris subparagraph (,},
Landlord shall appoint one appraiser, Tenant shall
appoint a second appraiaLr, and the two appraisers
thus appointed shall appoint a third appraiser and
the decision of, any two arpraisers so appointed shall
be conclusive as to the fa:.r :market value of such
machinery and equipment.
Tenant shall pay all the costs and expenses of any and all such
removal and shall immediately repair at its expense all damage to
the Facility caused thereby. Tenant' s right under this paragraph to
remove from the facility machinery and equipr:tent constituting a
part of the Plant is intended on1;r to permit Tenant to maintain
an efficient manufacturing and inwustrial 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 riot to be construed to permit a removal under any
_2d-
a
other circumstances And specifically is not to be construed to
permit. Tenant to make a wholesale rerioval 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 c has acter of the Plant so that
the Facility would not constitute a "facility" as defined in the Act.
All additions, changes and alterations rude by Tenant pursuant to the
authority of this article shall (a) be made in a workmanlike manner
and in strict compliance with all lairs and ordinances applicable
thereto, (b) when commenced, be prosecuted to completion with due
diligence, and (c) when completed, shalom 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
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 separa".-e and absolute property
of Landlord.
i
ARTICLE XI
Additional. 7mproyemonts . Tenant 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, durinll, 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-
struction 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
j 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-
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ment, alteration of or udOlt;ifmi to t:hc: Facility, or ary part thereof,,
unless Tenant shall tvive first- procured and vp.ald for all requisite
municipal and other 1.;:ovcrnmental pe3rI Its, and authorizations. All
such work shall be done in .1 good and workmaxllike manner and in com-
pliance with all applicable hui].(:ing, zoning, and other laws , ordi-
nances, governmental regulations and requirements and in accordance
with the requirements, rules and regulatio:,.3 of all insurers under
the policies required to be carried under the provisions of Article
VI.
Mechanics' Lions. 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
t
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 discharr,,e the same of record within thirty (30)
days after the date of filin . Notice is hE,reby given that Landlord
shall not be liable for any labor or materials furnished Tenant or
Ask anyone claiming by, through or under Teriant upon credit: , and that
no mechanic's or other similar lien for any such labor, services
or materials shall attach to or affe ot; the reversionary or other
estate of Landlord in and to the Facility or any part theroof.
Contest of Liens. Tenant, notwith tanding the above, shall
have the right to contest; any such mechanic's or oche„ 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
i
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prosecutes such contort, at all. times effectively ctay; or prevents
any official. or ,judicial sale of the Facility) or anN part tboreof
or interest therein, under execution or otherwise, and pays or
otherwise satisfies any final judgment adjucig'inc;: or enforcing such
contested lien claim and thereafter promptly Procures record re—
AML
i lease or satisfaction thereof. .
i
ARTICLE XIIT
Utilities.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
shall, at its sole cost and expense, procure any and all permits.,
licenses or authorizations necessary in conriection therewith.
ARTICLE XTV
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 Insurance. Tenant .further covenants and
agrees to maintain at all tunes 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
1
automobile , truck or other motor vehicle) , under which Landlord
shall be named an insured, properly protecting arid indun►nifying
Landlord in an amount not less, than 31 0,000 for injury (including
death) to any one person , not less than $1,000 ,000 for r1mrsonal
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 m._y 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
Ak
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
Options to Extend Term. Tenant shall have and is hereby
given the rights and options to extend the term of this 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 50 days but not more than
120 days prior to the expiration of the then current tern of this
lease, and (b) Tenant is not in default hereunder in the payment of
basic ront at the time it gives Landlord such ;notice. In the event
Tenant exercises any of said optA*.ons, clie terns, covenants, condi-
tions and provisions set forth i:n thiz• 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 '.18,000
per year, less any amounts which the Tenant shall pay during the
calendar year next preceding the year in which such ;:18.,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 V I1
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 her eby aci�nowledged by Land-
�, lord, Tenant shall have the right and option to pure,'-,ase the Facility
at the following times: (i) On either May 15 or Yovember 15
of the years 1968 throu-h 1992; (ii) if Tenant exercises
its option to extend the term of this lease pursuant to the
provisions of Article XVI, at any time during any such extension
of the term hereof, (iii) at any time diiring 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-
a power of eminent Cto;nain. Tenant shall ex-airciso its aforesaid
option by giving Landlord u ritten notice of Tenant's election to
exercise its option and specifying tl:,e 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
i
covenants and agrees to sell and convey the Facility to Tenant
on the Closing Late 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 tern, of t his lease, or became subject .o
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 and spe-cial, if any, and
(iii) the rights, titles and interests of any party having condemned
or who is attempting to condemn title co, or the use for a limited
period of, all or any part of the Facility, fo - the price and sum
as follows (which Tenant shall and covenants and agrees to pay in
cash at the time of delivery of Landlord' s deed to 4he Facility
to Tenant as hereinafter provided) :
(a) The full amount urhich 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
(i) the principal of all of Landlord's
outstanding Bonds, (ii) all irterest due
thereon in accordance wit.i 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
«�7^
l
Amok Nothing in this article shall releas,; or discharge Tenant from its
duty or obligation under this lease- to ::lake any payment of basic
rent or additional rent which, :n accordinc;! i•rith the terms of
this lease, becomes clue and payable prior to th:a Closing Date or
its duty and obligation to fully perform and observe all covenants
and conditions herein stated '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 acid clear of all liens and
encumbrances whatsoever e--ept as stated above or conveying such
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 tlhe
same in the Principal and Interest Account, and (ii) the amount
specified in " (b)" of the preceding paragraph shall be paid to
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 tinder, this lease to the date of
such delivery have been fully performed and satisfied. Upon the
® delivery to Tenant of Landlord's 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 aoresai.d 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:
r
Aft
If* such purcha e is riot effe::ted on the
Closing Date because on said date Landlord does
not have and is unable to con,%tey to Tenant such
title to the Facility as Tenal1t is required to
accept, Tenant shalt have the right to ccan...el
this lease :forthwith if, but only if, the principal
of and interest on the Bonds and all costs incident
to the redemption and payment of the Bonds have been
paid in full, and in the e ent of such cancellation,
notirithstandin; Arti:le XXV },ereof, to remove from
the facility all furni•cure, trade fixtures, machinery
and equipment, buildings and ir.;provements 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 equired to be made
because of such removal sllal]. be mado 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 furnitui e, trade fiXture:, machinery and
equipment buildings and improliements, during said
sixty (60� day period.
Application: of Candemni:tion Awards if Tenant Purchases
Facility. The riglit of Tenant to exercise an option to purchase the
Facility under the provisions e:' this _t •tic:le shall remain unim-
paired notwithstanding any corndzmnatiun of title to, or the use for
a limited period of, all of any part of the Facility, and the pro-
visions o:l' Articles XIX, XX arid 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 .osts incurred by Landlord in connection
with such condemnation, shall belong and be paid to Tenant notwith-
standing any other provision in Articles XIX, XX and XXI.
ApTICL't, XVII:I
Option 'ro Purcha:•e 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 other psa zor -;► the 1'l tr.t on aaid part of the
Land and said part of the Land ohalt In no other way be necessary
or useful in the operation or use of the Facility; (b) such removal
of such pant of the Land shall not inaterial.ly Injure, harm, diminish,
lessen or otherwise adversely affect the security of any or all of
they holders of the Bonds; and (c) she purpose of such Purchase
shall be to erect buildings 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 exorcise its option and
specifying the legal description of the real property Tenant proposes
to purchase and the date, time and place of clo:sine, whicYs date
shall neither be earlier than forty-five (115) days n:jr later than
sixty (60) days after the notice Is given; provided, however, that
Tenant may not exercise this option if Tenant J.s in default bt eunder
at the time said notice is given ,and m y trot, purchase said real proper-
ty on the specified date if Tenant is in default hereunder on said
dates
Quality r.f Title - Purch,,..;f_ ?''ramie. if said notice of
election to purchase is given as aforesaid, Landlord shall sell and
convey the real property described in Tenant ' s aforesaid notice 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 right's, titles and int;erosts of any party having
condemned. or who is attemptinrr to condeian title to, or the use for
a limited period of, all or any part of the real property described
in Tenant f s aforesaid notice , for S.11.100.00.
--30-
r
Closin of 11' Landlord has title to thF real
property free and clear of all lions and ;anctunbrance:s whatsoever
except as stated above or has ouch other i;itle to tho real property
as may be acceptable to Tenant, then on the specified date Landlord
shall deliver to Tenant it* 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.
Effect of Purchases on Lenve. The exercise by Tenant of
the option granted under this Art1;le XV111 and the purchase and
sale and conveyance of a portion or portions of the real property
constituting a part of the Lance pur,3uant hereto shall in no way
whatsoever affect this lease, and all the terms and provisions hereof
shall remain in full force and affect 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 oblir-
ations to
pay all the basic rent and additional rent, required hereunder.
Effect of Failure to Complete Purc asee. If for any reason
whatsoever the purchase by the Tenant of the .reel property described
in said notice is not effected on the specified date this lease
shall be and remain in full. force and effect according to its terms
the same as though no notice of election to purchase: had been given.
ART-ICLE XIX
Eminent Domain a, to Sut�sL-ant:ially All. of the Faci.li�t.
If during the life of this lease title to substantially all of the
Facility be condemned U an authority having the ewer of eminent
ci11 y Y y y ,� n
domain, this lease shall (except as to tho following rrovisions of
this article) , i .facto, terminate on the date pooaessiozi of sub-
stantially all of the Facility is required to be surrendered to the
condemning authority. A condemnation i-;hich rendere the Facility
untenantable or which impairs the efficient util.i^ation of the
Facility by Tenant stall be deemed a. conde-mnation of substantially
e11 the Facility.
Disposition of Awards Rnec-1ye,1 Prior to Eayrme f. of Dondos
All awards received from the condemnation during, the life of this
lease, and before the Bondy 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 a.yards granted in con-
nection with such condemnation, and, after deducting all attorneyst
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
Affik
moneys then held in the Principal and Interest Account by the
Fiscal Agent shall be used for the purposes of paying the principal
of and all interest accrued on the Bonds so called for redemption
and all costs and expenses incurred d in connection with the call,
redemption and payment of said outstars,ling Bonds . If the funds
then held by the Fiscal A,-ent in the Principal and Interest Account
are insufficient in amount for the purposes aforesaid, Tenant shall
be obli.gated 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 .
Aipposition of Awards Rf..,co lved After Payment, of Bonds .
All awards received from the eondomnativn clueing the life of this
lease, and after the Fronds and interee�; tiserc�on 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 casts incurred by Landlord in
connection with such condemnation and any sums of t:ioney 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
Aft
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.
Di,sRosition of Awards Received Prior. to Paytn.entof Bonds
and if Plant is not D-tnaF�ec�. If no part of the Plant; is condemned
or damaged as a result of the condemnation during the life of this
lease 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, ether, received, become the
absolute property of- Landlord, and `recant hereby assigns and
transfers to Landlord any and all awards granted in connection with
such condemnation, and, after deducting all attorneys' fee.-O arid
costs incurred by Landlord In connection with such condemnation,
shall be forthwith delivered and paid over by thr:..- Landlord to the
Fiscal Agent and deposited in the Principal and Interest Account.
Dis pcsition__of Awards Received Prier to Payment of Bonds;
and if Part oP Plant to 14:matr,eci. if any part of the Plant it
-33--
IL
condeinncd or damaged as a result.- of the ccinde;r.�.nation at any time
durin7 the life of this lease of title, to les, tt•.ca,n substantially
all of the Facility, Tenant shall. promptly repair or rebuild the
Plant, or rearranc;e the PacilAt•y facilities ., so as to make the
same suitable for 'Tenant 's use hereunder, and all awards received .
from such condemnation of title to loos than substantially all of
the Facility before the Bonds and int:ere,t 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 costs incurred by
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 "Interco z n:,axxporat;ed
Construction Account" (the. "Construct:is -i Ac�c:oartt") . Before comrnenc
ing any such repairing, rebuilding or r. earr�inp.-Ing, Tenant shall
deliver to Landlord performance and labor and material. payment
bonds with respect to such work and In the full arount of the
contract covering such work made by the person, firer or corpora•-
tion which contracts to do such wc,r'F as the principal and a surety
company, or companies, satisfactory to Landlord as surety and in
AMh
form satisfactory 'to Landlord. Said bond-,- shall name the Landlord
and Tenant as dual obligees and all amounts received by tie Landlord
and/or Tenant under said bonds shall br, paii1 into the Construction
Account and become a part: thereof. Punds out of the Construct-on
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 cn-�rincer sel.c:rted t;y Tenant and
approved in writing by the Tandlord (which approval
shall not be unre,,,::)onably v:i.i;hheld) :
(a) requesti.�t; payment of u ;pec;9 ficd
amount of such .funds and directin;
to whom such amount: shall be paid;
..3q-
t �
L
(b) tnat the amount r.e(jun,-stold
either has been paltl by '1 er,ant, or
Is justly due to ;,,o--itractorS, r.,ubeon--
tract;ors , mater",alt-ile ?, engine-ors,
arch' tects or ott:ter persons (whose
ana a.dC"oeo gas Phall be stated)
who have perfor.tied necessary and a.p-
propric.t.e work or furnished necessary
and npp.ropria.te materials in the repair
or rebuilding of the Plant or rearrang-
ing ra.ng;-
ing; oi' the Facility facilities, and
giving a brief descrir:tion of such work
and materials and they everal. 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 au,(ount requested to
be. withdrawn;
(c) stating; that no pert 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 inoneys, in rtny 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 *hall provide and furnish all other
moneys necessary to complete all such repairs, rebuilding or re-
arranging.
Surplus in Gcnstr.ur:ti.on 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 Tntei,rst Account.
-35--
Disposition of After Payment of Bonds.
All awards received from the co°�demnat ion 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.
ARTI1CLE XXI
Eminent Domain as tc) 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 poorer of eminent domain,
this lease shall not be thereby germinated 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 Pa;rment 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 part 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-
Aft
W 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 Faymcnt 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 Tray of damages, rent or otherwiae, shall be applied as
follows: Landlord shall receive therefroi7 the account of all
•.3G-
a
REM
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 desir-e 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 alteraC-ions 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�.e 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 P:.ant, with its obligations therefor
limited to the proceeds of insurance required under Article VI of
-37-
this lease, or (ii) allowing the lease to continue on the Facility
in its dai;iGged or destroyed condition fo.r 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 ,'100,000, 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
AM
commencing the work of repairing, restoring, rebuilding or replacing
the Plant as above provided, 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 made by the person which
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 bar tl:-- 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 dt:posited in the Principal and Interest
Account.
Use of Insurancr- Moneys if Option to Purchase not
Exercised. Subject to the Tenant' s options in the event of damage
or destruction to substantially all of ri.e Plant, as set forth in
the first paragraph of this article in the event such dammmage or
destruction occurs before the Fonds 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 the
Insurance Trustee of the certif.ical;es described in the third paragraph
of Article XX with respect to the 'Construction Account there referred
tog provided that the words "repair o • reboi.l.ding of the Plant or
rearranging of the Facility facilities" there used in describing
said certificates shalt for the puy-poses of this paragraph refer
to "repairing, restoring, rebuilding or replaciog of the Plant" .
All insurance moneys not required �o be used for such purposes
i
shall, upon receipt by the Insurance Trustee of a certificate by
i
the architect or engineer mentioned in said Article XX to the
® effect that the work has been completed and that no lians exist,
become the absolute property of Landlord and be forthwith delivered
and paid over to the Fiscal Agent and dl::posi.ted in the Principal
and Interest Account. If t1he insurance moneys so collected by the
Insurance Trustee are insuffici.cn-� in amount to pay in full the
cost of all repairs, restorations, rebuilding and replacements of
said damaged or destroyed Plata, Tenant shall provide and furnish
all other moneys necessary to fully complete all such repairs,
restorations, rebuilding and replacements.
A2211catiora Of Insurance Moneys in Eycnt of Tenant' s
Default. Anything in this article to the contrary notwithstanding,
Landlord shall have the right at any tine and from time to time to
notify the Insurance Trustee to wiv'cihold 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 "Wo Tenant of any other d--fa!wlt on Tenant's
part under this lease or (iii) a default described under Article
XXIII(c) has occurred. After receipt of such notice from tine 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 sense to exist, Landlord
shall so notify the Insurance Trustee and after receipt of such
notice, the Insurance Trustee shall ma'.e payments from the insurance
moneys to Tenant in accordance 1•,ith 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 .iith respect to such insurance moneys, and 411 rights of
the Tenant in and to such insurance moneys, shall cease.
&plication 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:
-.40-
(a) Tenant defaults in the due and punctual
payment of basic rent or 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 performance
of any other covenant or obligation herein contained on
Tenant's part to be kept or performed, and Tenant fails
to remedy the same within thirty ( 30) days after. Landlord
or the Fiscal Agent has given Tenant written 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 to
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 .thereof, or any interest therein
of Tenant under this lease shall be taken or attempted
to be taken and the same is not released prior to
judicial sale thereunder (each of the events described
r.
-q1�
' in this subparagraph being deemed a default under the
provisions of this lease) ;
then Landlord may at Landlord 's election, 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 Faci].itir 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 posoessio:n, arid 'tenant shall continue to
pay the basic rent and additional rent provided for in this lease
until the End of the term and wl,.athef, or not the Facility shall have
been relet, less the not proceeds, if any, of any reletting of the
Facility after deducting all of LandiordIs expenses in or in connection
with such reletting, including without limitation all repossession
costs, brokerage commissions, legal expensesi, expenses of employees,
alteration costs and expenses of prcp,:i-ation for reletting. Having
elected to re-enter or take possession of the Facility :orithout
terminating the term, or this lease; Landlord may (but, until the
Bonds and interest thereon are fully paid, only with the written con-
sent of the holders of 75/0, of ;;he aggregate principal amount of the
Bonds then outstanding) by !notice to Tenant given at any time there-
after while Tenant is in default in ;he payment of basic rent or
additional rent or in the performance of any of;her 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) clays 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 the
property and effects of both or either (forciblir 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
-1�3-
payment of basic rent , ani if, the T-,-_ant: correct:: said dofault within
the thirty (30) day period �.�, if LYic. mattcr to be corroctod. cannot be
completed within thirty (3:) days , but wcrk has commenced on said
matter in default , then no defal?lt shall be declared. .
Survival of ObliE;ations . 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, arid that Tenant shall con—tinue to
pay the basic rent and additional rent and perforin all other
obligations provided for in this lease, all at the time or times
provided in this .Lease.
f192ICLE XXIV
Performance of Tenant's Obli;a,tions by Landlord. If
Tenant shall fail to keep or perform any of it's obligations as
,
provided in this lease in respect of (a) maintenance of insurance,
(b) payments under f1�.,bole ST, (c) r:�pairs and maintenance of the
Facility, (d) co,Mpliance rrith legal or 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 (30) days after notice
of such failure is given Tenant by Landlord or Fiscal Agent and
,A,Jthout waiving or releasing Tenant from any obligation hereunder,
as an additional but not exclusive remedy, make any such payment
or perform any such obligation, and all sums so paid by Landlord
and all necessary incidental costs and expenses incurred by Landlord
in performing such obligation shall be doci-:ied additional rent and
shall be paid to Landlord on demand; and if not so paid by Tenant,
Landlord shall have the same r iglht-o and reviedier; 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
IML
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 silty (60) days after the termination
of this lease to remove from the J.epsecy premises the buildings
and improvements, machinery and equipment, the furniture and
trade fixtures which Tenant owrr 3 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 riot so removed from the Facility prior to
or within sixty ;60) days aftar the termination of this lease
shall. become the separate and absolute property of Landlord.
ARTICLE XXVI
Notices. All notice, required or desired to be given
a44a-
hereunder shall be in writing rind ,tll such not'icr�s and other written
documents required or desirea t'rr, be, E,:fiver) herourider shall be deemed
duly served and delivered Vor all pu,,po.sea (a) upon Landlord, if
delivered in person to its duly elected, qualified and acting Mayor
or Clerk or if a copy thereof be rsailed 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 anv exocutive officer
of Tenant with a copy thereof to be mailed by certified or registered
mail, postag-c prcpaid., address Dd to th, ; ecr:.l r;r of Te;�ant at 1 09
Washington 1',onu ., �i;. LOLIiS.y Plls.;souri ., or Ott, :u".;1 oilier place as
T-_,nant from timw.; fio i;is ..: s:iay desiL;:>ato in Zrrit i a6 to Laodiord. 11
no:ices gi von by ccrtifi.ed o--- rc[;;i.stcrcd a.. , aforesaid S;rai.l
be deemed duly given as of the date t,,-:Icy are Na maned.
I
ARTICLE; XXV.TT
Wet 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 Piscal 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 ths:�lt
the payments of basic rent are not sufficient to provide Landlord
and its Fiscal Agent with funds sufficient, for the purposes afore-
s3aid, Tenant shall be oul . .,sted 'to pay, and it does hereby covenant
and agree to pay, upon demand therefor, as additional rent, such
further stun;, of money, in cash, as may from time to time be required
for such purposes ,
Funds Held by F! nca.l Agent Afterx'ayment of Bonds. if
after the principal of alld interest on the Bonds, and all costs in-
cident to the payment of the Fonds have been paid in full the b'iscal
Agent holds unexpended funds rereivr'cl in accordance with the terms
i
hereof, such unexpended funds shall, except as otherwise provided
in this lease and the Bond Ordirtano:e 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 XXVITI
Rights 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 ,
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.
Vace1t3,on of the facility. lei t or the initial five (j) years
of this lease Tenant tn,'ty va.� ate: the Facility, but shall continue its
r1elatal payment, and all ot2tez• oblJ.L ittiotIs Ilureunder during t:ie
balance of the tcrtrq or extended tort:i ati tits' case may be.
M
E,x rinses, and of.' the Tall il.ocrd. Wherever in this
lease it is provided that the '.l.en!.%nt shall pay the costs , expenses
and fees including attorneys ' fte:3 , incurred by the Landlord, Tenant's
obligations shall be limited to such thereof as are necessary and
reasonable.
Landlord Shall rJot Unroaponabl.,y 1-.11thhoold Conaents and
Approvals. Wherever in this lease it is provided that the Landlord
shall, may or must give its a_rl)roval or consent, Landlord shall not
unreasonably, arbitrarily, or unnecessarily withheld or refuse to
give such approvals or consents.
ARTICLE XXIX
Qufet ' E,njoyment 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 business in
Missouri with lawful power and authority to enter into this lease,
acting by and through its duly authorized officers. The ex6cution
of this lease and the performance of the terms of this lease
by Tenant will not result in a breach of any of the terms of,
or constitute a default under, any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which Tenant
is a party or by wh..Ich It or arty cat' it:3 prop,%rty is bound, or
the Teriant's Articles of Incorporation or Ily -laws , or any order,
rule or regulation applicabile to Ten,,nt nr its property of any
court nr other governmental body.
Amr-ndlwents. This lease may be amended, changed or modified
only In the following rianner:
(a) With respect to any amendment: , change or
modification which will waterially adversely
affect the oecurity of th:: holders of any of
the bonds., by an a&eement in w,-ri.ting executed
by the Landlord and Tonant and consented to in
writing by the holders of 75% of the agp�regate
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 whore consent is
required for any such amendment, chang
,.c, or
i modification, by an agreeme-rit in writing executed
by Landlord Land Tenant and ronsonted to in writi:rt;
by the holders of 1001" of the aggregate principal
amount of the Bonds then outstanding; and
(c) With respect to all other amendinonts, changes or
modifications by an agreement in writing. executed
by Landlord and Tanarnt.
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
Ash 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 covonant to make such payment or to per-
form, or not to perform, as the case may be, such act or obligation.
-48-
e
Amok
I;tIVaIicl•tty of I,rc p;1 ;.i��nu or i,,*!,,..s e. if for any mason
any provision 17erc. shall 1,)o detf rin;.tied. to be invalid or unenforce-
able, the validity and e.t'feot of the at.her prov:i�xions herFni' shall
not be affected thereby.
Coyervants Ruri s es, . The
covenants, ar-yeemerits and c onditlou„ hey r(-Q.0 contained shall run with
the property and p.remd.ses hereby leased 8i-id shall be bincling upon
and inure to the benefit of the parties y hereto, and their respective
i
successors and assigns.
Paragraph ;Ie.;adinrs. Tile paragraph headings shall not be
i treated as a. part of this lease or as , ff.ectin- the true meaning of
the provisions hereof.
! Execution of countern.i:r°t:s. ThIs lease may be executed
simultaneously in two or more counterparts, each of which shall be
i
deemed to be an original, but all of which together shall constitute
one and the same instrument.
' IN WITNESS WHER*11 OF, tho 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
President-
TENANT
(SEAL)
ATTEST:
_ ►Sccrota.r.�,y�`�
I
r
i A
1
}
I
STATE OF MISSOURI )
COUNTY OF )
On this day of , 1906, before me,
appeared , Uo m. pe sonall.y known, who
being; by irle duly ;~warn, d:.c) sa;r that lie is the Mayor of the City
of Jefferson, Missouri, .grid that the seAl <>.f.f'ixed to the foregoing
Instrument is the corporato seal of said City and that said inistru--
merlt 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 deed of said City.
IN WITNESS WHEREOF, I have hereunto scat my hand and
affixed my notarial seal cat my office in ,
Missouri, the day and year Icast above written.
11otary Public, vii l_ ri and for
j sa:,..d County and State
l
My commission expires •
STATE OF MISSOURI
COUNTY OF )
On this day of , 1966, before
me, appeared � , to me personally known,
' who being by me duly sworn d,.c! 3ay t},at he is the President
of Interco Incorpora.tod; i Jcla;;arc c orpor^.tian authorized
and qualif ea to do business Ja Missouri , and that the seal affixed
to the foregoing instrument is the corporate seal of said corporation
and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said
Feknowledged 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 off ice in , the
day and year last above written.
Notary Public within and for
said County and State
My commission expires
a
Exhibit B to Lease Between City
of Jefferson, Missouri , and Interco
Incorporated Dated June 1, 1967
Basic Rent
June 15 December 15
1967 ------- $2359518-00
$235,518.00 .
1968 $4o1, 875. 00* 1970125.00
1969 402,125. 00 192,256.25
1970 4072256.25 1879150.00
1971 4123150. 00 181,806.25
1972 421,8o6. 25 176,106.25
1973 426,106. 25 1702168.75
1974 430,167. 75 1639993-75
1975 438,993. 75 157,462.50
1976 442,462. 50 . 150,693.75
1977 450,693. 75 143,568.75
! 1978 458,568. 75 136,087. 50
1979 466,087.50 1280250.00
1980 473,250. 00 120,056.25
1981 4802056.25 111,506. 25
1 1982 491.506.25 102,481.25
1983 4972481. 25 93,100.00
1984 5083100.. 00 830243.75
1985 518,243, 75 729912.50
1986 5279912.50 62,106. 25
1987 537,106.25 509825.00
1988 5509825.00 389950.00
1989 563,950. 00 ,26,481.25
1990 576,481.25 13,418.75
1991 578,418.75 _-- ---W
1 Basic Rent • • 14 .4 6 8 2
Total $ , 5 , 00 9 .
® Pursuant to the paragraph titled "Construction Fund"
in Article III hereof, the Fiscal Agent shall pay from the
proceeds of the sale of the Bonds into the Principal and
Interest Account an amount equal to the interest d'ue on the
Bonds on January 1 and July 1, 1968.
j