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0216 , • i ORDINANCE NO. . 'AN ORDINANCE AUTHORIZING A LEASE AND AGREEMENT BY AND BETWEEN THE CITY OF JACKSONVILLE, ARIfANSAS, AS LESSOR, AND HAMLIN PRODUCTS, INC., AS LESSEE, IN SUBSTANTIALLY THE FORM AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN AND MADE A PART OF THIS ORDINANCE; AUTHORIZING THE EXECUTION AND DELIVERY OF SAID LEASE AND AGREEMENT BY THE MAYOR AND CITY CLERIC FOR AND ON BEHALF OF THE CITY; PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. RE IT ORDAINED by the City Council of the City of Jacksonville, Arkansas: Section 1. That there be, and there is hereby, authorized the execution and delivery of a Lease and Agreement wherein the City of Jacksonville, Arkansas (herein called "City "), is Lessor, and Hamlin Products, Inc., a corporation organized under and existing by virtue of the laws of the State of Arkansas, is Lessee, dated 4 aer , 1969, in substantially the form and with sub- ' stantially the contents hereinafter set forth, and the action of the Mayor and City Clerk in executing, acknowledging and delivering said Lease and Agreement for and on behalf of the City is hereby authorized, approved, ratified and confirmed. The form and con- tents of said Lease and Agreement which are hereby approved and which are made a. part hereof shall be substantially as follows: (see attached) 11 Page 2 Section 2. That the Mayor and City Clerk be, and they are ' hereby, authorized and directed, for and on behalf of the City, to do all things, execute all instruments and otherwise take all action necessary to the realization of the City's rights and to the discharge of the City's obligations as Lessor under said Lease and Agreement. Section 3. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 4. That all ordinances and parts of ordinances in conflict herewith are hereby repealed to the extent of such con- flict. Section 5. That there is hereby found and declared to he an immediate need for a substantial development of industry within the City of Jacksonville, Arkansas, in order to provide additional employment and increased payrolls, alleviate unemployment, and provide other benefits incidental to the operation of a substantial industry, and the execution and delivery of the Lease and Agreement authorized by this Ordinance is necessary for the accomplishment of these public benefits and purposes. It is, therefore, declared that an emergency exists, and this Ordinance, being necessary for the immediate preservation of the public health, safety and wel- fare, shall be in force and take effect immediately upon and after its passage. PASSED: kt z�ti , 1969. APPROVED: ATTEST: L ightetz, � , u MAYOR l, ity Clerk (SEAL) Page 3 C E R T I F I C A T E The undersigned, City Clerk of the City of Jacksonville, Arkansas, hereby certifies that the foregoing pages are a true and compared copy of an Ordinance passed at a session of the City Council of Jacksonville, Arkansas, held at the regular meeting place of the Council of said City at o'clock .M. on the _ _ day of , 1969, and that said Ordinance is of record in Ordinance Record Book , Page _, now in my possession. GIVEN under my hand and seal this day of September, 1969. City Clerk — (SEAL) LEASE AND AGREEMENT. THIS LEASE AND AGREEMENT made this aL day of AU4t, ., 1969, by and between the CITY OF JACKSONVILLE, ARKANSAS (called "Lessor ") a municipal corporation, acting by and through its Mayor and City Clerk duly authorized and acting pursuant to Resolution No. ..2 ,1/4 adopted by its City Council on -sir „'1 , 1969, and IHAMLIN PRODUCTS, INC., a corporation organized under and existing by virture of the laws of the State of Arkansas, " (called Izssee " ): W I T N E S S E T H: WHEREAS, Lessor is a duly organized and existing municipality, a city of the first class under the laws of the State of, Arkansas, with full and lawful power and authority to enter into this Lease and Agreement, acting by and through its officers duly authorized by action of its City Council; and WHEREAS, Lessee is authorized under its Articles of Incor- poration to enter into this Lease and Agreement and;to perform all covenants and obligations on its part to be performed under and pursuant to this Lease and Agreement; and WHEREAS, neither Lessor nor Lessee is prohibited under the terms of any outstanding trust indenture, deeds of trust, mortgages, loan agreements or other instruments or evidences of indebtedness of whatever nature from entering into this Lease and Agreement and discharging and performing under and pursuant to this Lease and Agreement and each affirmatively so represents to the other; NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged by Lessor and Lessee, and in; consideration / / / 4 IC • of the mutual benefits and covenants herein contained, Lessor and Lessee AGREE as follows: ARTICLE I Section 1. Lessor, for and in consideration of the rents, covenants and agreements herein reserved, mentioned and contained, on the part of Lessee to be paid, kept and performed, does hereby let, lease and demise to Lessee, and Lessee agrees to, and does hereby, lease, take and hire from Lessor, subject to the terms, conditions and provisions of this Lease and Agreement expressed, the following: (a) Lands located in Pulaski County, Arkansas, consisting of sixty -eight (68) acres, more or less, said lands being more particularly described on Schedule 1, initialed by the parties, attached hereto and made a part hereof by this reference; (b) The buildings, structures, and improvements erected or at any time hereafter erected and installed on the lands described in (a) above; (c) All accretions, easements, rights of way and appurten- ances belonging or in anywise appertaining to the lands and im- provements described in (a) and (b) above; and (d) It is further understood and agreed by and between the Lessor and Lessee that Lessee shall at all, times during the term hereof have the right to use existing ingress and egress roadways from Redmond Road in and to said lands and improvements herein - above described in (a), (b) and (c). TO HAVE AND TO HOLD the leased premises unto the Lessee for the terra of this Lease and Agreement as hereafter set forth. Section 2. The term of this Lease and Agreement shall be for a period of twenty -seven (27) years and three (3) months and -2_ • shall commence on the lst day of October, 1969, and shall end at midnight on the 31st day of December, 1996. Section 3. As rent for the leased premises, Lessee shall pay to Lessor the sum of five hundrod thirty eight thousand nine hundredr thirty five ($ 538, 935.00 ) payable in installments in the amounts and on the dates set forth in Exhibit "A ", attached hereto, initialed by the parties and hereby made a part hereof by this reference as fully as if set forth herein at this point in full, Said Exhibit "A" is styled "Schedule of Lease Payments Pursuant to Lease Between the City of Jacksonville, Arkansas, and Hamlin Products, Inc., dated as of the 1st day of October, 1969." All rental payments as hereinabove provided shall be certainly payable on the dates or at the times specified without notice or demand. Lessee covenants that it will not enter into any contract, indenture or agreement of any nature whatsoever which shall in any way limit, restrict or prevent Lessee from performing any of its obligations under this Lease and Agreement. ARTICLE II TAXES AND ASSESSMENTS (IMPOSITIONS) Section 1. Subject to the provisions of Section 2 of this Article, Lessee shall pay all taxes and assessments, general and specific, if any, levied and assessed on the leased premises during the term, and all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen and unforeseen; provided, however, that any imposition relating to a ;fiscal period of the taxing authority, part of which extends beyond the term,.shall be apportioned as of the expiration of the terra. Lessor shall promptly forward to Lessee any notice, bill or - 3 - other statement received by Lessor concerning any imposition. Section 2. Lessee shall have the right to contest the amount or the validity of any such imposition by appropriate proceedings. If such proceedings shall operate to prevent or stay the collection of the imposition so contested, Lessee may postpone or defer such payment until such proceedings are con- cluded. In such event, Lessee shall set aside on its books adequate reserves with respect to such contested liability and shall furnish such security, if any, as may be required in the proceedings or reasonably requested by Lessor. Upon the termination of such proceedings, Lessee shall pay the amount of any such imposition, or part thereof, as finally determined in such pro- ceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith, and upon such payment, Lessor shall return the amount of any deposit above referred to without interest. Lessor agrees not unreasonably to withhold its consent to joining in any such pro- ceedings or permitting the same to be brought in its name. ARTICLE III INSURANCE Section 1. A. Lessee shall, at Lessee's sole cost and expense, keep`all improvements constituting part of the leased premises insured in accordance with the customary insurance practices of Lessee: (i) Against the perils of fire and the hazards ordinarily included under standard extended coverage endorsements in amounts equal to the full insurable value thereof within the terms of applicable policies. - 4 - (ii) Against war risk as and when a state of war or national or public emergency exists and such insurance is obtainable from a department or agency of the United States Government, upon reasonable terms, in the full amount of their then full insurable value, or, if such amounts be not obtainable, then in the highest amount which can be so obtained. The term "full insurable value" means such value as shall be determined from time to time at the request of Lessor or Lessee (but not more frequently than once in every twelve (12) months) by a qualified insurance appraiser selected by Lessee. B. At all times during the term, Lessee shall, at no cost or expense to Lessor, maintain or cause to be maintained: (i) General Public Liability insurance against claims for bodily injury or death occurring upon, in or about the leased premises, with such insurance as will afford protection to the limits of not less than $100,000 in respect of bodily injury or death to any one person and to the limit of not less than $300,000 in respect of any one accident; and (ii) Property damage insurance against claims for damage or injury to property occurring upon, in or about the leased premises with such insurance to afford protection to the limit of not less than $100,000 in respect of damage to the property { of any one owner. C. The'insurance required by this Article III shall be maintained in full force and effect at all times during the term of this Lease and Agreement. D.. Copies or certificates of the insurance provided for by this Article shall be delivered by Lessee to the Lessor. In the case of expiring policies throughout the term, copies or certificates of any new or renewal policies, shall be delivered by Lessee to Lessor. E. Policies of insurance provided for in Section lA of this Article III shall name the Lessor and the Lessee as insureds as their respective interests may appear. F. All insurance required by this Section 1 shall be effected with insurance companies selected by the Lessee. Lessee shall cause appropriate provisions to be inserted in each insurance policy making each policy noncancellable without at least ten (10) days prior written notice to Lessor and Lessee. G. It is agreed that no claim shall be made and no suit or action at law or in equity shall be brought by Lessor or by anyone claiming by, through or under Lessor, against Lessee for any damage to the improvements covered by the insurance provided for by this Article III, however caused, but nothing in this subsection G shall diminish any obligation which Lessee might have to repair or rebuild as otherwise provided in this Lease. The Lessee shall have the sole right and responsibility to adjust any loss with the insurer involved and to conduct any negotiations in connection therewith. ARTICLE IV REPAIRS AND MAINTENANCE.OF PREMISES AND ALTERATION$ Section'l. Lessee shall throughout the term, at no cost and expense to Lessor, maintain, or cause be maintained, and at the expiration of the term hereof yield up in as good condition as the improvements are in at the commencement of the lease term, reasonable wear and tear excepted, the buildings and improvements now or at any time erected on the lands included in the leased -6- premises and promptly at no cost and expense to Lessor make or cause to be made all necessary repairs, interior and exterior, structural and non - structural, foreseen as well as unforeseen, to the buildings and improvements constituting part of the leased premises. Section 2. Lessee shall have the right from time to time to make additions, alterations and changes in or to the improvements constituting part of the leased premises and shall have the right to construct any improvements, provided, however, that no alterations shall be made which would impair the usefulness of the leased premises or change the character of the structures thereon so that the same will not be appropriate and usable for manufacturing purposes. It is understood and agreed that in the event the Lessee makes any additions, alterations and changes in or to the improve - ments constituting part of the leased premises as authorized by this Section 2, the Lessee shall be under no obligation to restore the leased premises to their original condition prior to such additions, alterations or changes at the expiration of the term. Section 3. All structural improvements and alterations made on the leased premises by or on behalf of Lessee shall immediately upon completion thereof be and become the property of the Lessor without payment therefor by Lessor but subject to this Lease and Agreement. A'll machinery and equipment, trade fixtures, movable partitions, furniture and furnishings and other property installed at the expense of Lessee shall remain the property of the Lessee with the right of removal, whether or not affixed and /or attached to the real estate, and the Lessee shall, so long as it is not in default hereunder, be entitled but shall not be obligated to remove same, or any part thereof, during the term,'or within a - 7 - i reasonable time thereafter, but Lessee shall at its own cost and expense repair any and all damage to the leased premises caused by such removal. Section 4. All property of any kind which may be on the leased premises belonging to the Lessor, Lessee or to any third person) shall be at the sole risk of Lessee and those claiming by, through or under Lessee, and Lessor shall not be liable to Lessee or to those claiming by, through or under Lessee or to said third persons for any injury, loss or damage to any person or property on the leased premises. ARTICLE V USE OF PREMISES _ COMPLIANCE WITH ORDERS, ETC. Section 1. Lessor and Lessee agree that Lessee may use the premises for any lawful purpose. Section 2. Lessor covenants that, to the .Full extent permitted by law, it will not impose or attempt to impose upon the use or occupancy of the premises by the Lessee any laws, ordinances, rules or regulations more burdensome or restrictive than those in effect upon the date of execution of this Lease and Agreement. ARTICLE VI LESSOR MAY PERFORM LESSEE'S OBLIGATIONS; Section 1. If Lessee shall fail to keep or perform any of its obligations as provided in this Lease and Agreement in respect of: (a) Maintenance of insurance; (b) payment of im- positions (provided, that Lessee shall not be deemed to be in default in this respect if it is following the procedures set forth in Section 2 of Article II); (c) repairs and maintenance of the _ S • i i 1 I i leased premises; or (d) making of any other payment or performance of any other obligations, then Lessor may (but shall not be obligated to do so), upon the continuance of such failure on Lessee's part for thirty (30) days after written notice to Lessee, and without waiving or releasing Lessee from any obligation, and as an addition- al but not exclusive remedy, make any such payment or perform any such obligation, and all sums so paid by Lessor and all necessary incidental costs and expenses incurred by Lessor in making such payment or performing such obligation shall be deemed additional rent and shall be paid to Lessor on demand, or at Lessor's option may be added to any installment of basic rent thereafter falling due, and if not so paid by Lessee, Lessor shall have the same rights and remedies as in the case of default by Lessee in the payment of basic rent. • ARTICLE VII PUBLIC UTILITIES AND CHARGES Section 1. Lessee agrees to pay or cause to be paid all charges for water, gas, sewer, electricity, light, heat or power, telephone or other service used, rendered or supplied to or for the Lessee upon or in connection with the leased premises through- out the term of this Lease and Agreement, and to indemnify Lessor and save it harmless against any liability.or damage on such account. ARTICLE VIII INSPECTION OF PREMISES BY LESSOR Section 1. Lessor shall permit Lessor, by its authorized representative, to enter the leased premises at all reasonable times during usual business hours for the purpose it inspection, and for the performance of any work therein made necessary by - 9 - . reason of Lessee's default under any of the provisions of this Lease and Agreement. Lessor may, during the progress of any such work, keep and store on the leased premises all necessary materials, supplies and equipment and shall not be liable for inconvenience, annoyance, disturbance, loss of business or other damage to Lessee suffered by reason of the performance of any such work or the storage of materials, supplies and equipment. ARTICLE ?X DAMAGE OR DESTRUCTION Section 1. Lessee covenants and agrees that in case of damage to or destruction of improvements or buildings included in the leased premises by fire or other casualty of a type for which there is insurance coverage that it will promptly, at its sole cost and expense, repair, restore or replace the same as nearly as possible to the condition immediately prior to such damage or destruction or which such changes or alterations as Lessee may be permitted to make in conformity with Article IV hereof; provided, however, that if insurance coverage having maximum limits of not less than $150,000.00 is in effect and if the proceeds of the in- surance are insufficient to effect such repairs, restoration or re- placement, Lessee may terminate this lease upon notice to Lessor. In the event of such termination, all insurance proceeds shall be and become the property of the Lessor and the Lessee shall have no further liability of any kind to Lessor in connection with this Lease. >.If Lessee elects to, and does, restore, repair or replace such damage it will be entitled to receive all insurance money recovered on account of such damage or destruction and Lessor covenants and agrees that it will execute such instruments and cooperate with the Lessee to the end that Lessee may receive pay- ment of such monies from the insurance companies having such - 10 - coverage. Any such restoration, repairs, replacements or rebuilding undertaken by the Lessee shall be commenced promptly and prosecuted with reasonable diligence. Section 2. In the event that at the time of .any such damage or destruction, the option to purchase hereinafter granted to Lessee is in effect and may validly be exercised by the Lessee, the Lessee shall be entitled to receive all insurance proceeds recoverable by reason of such damage or destruction if it elects to and does timely exercise its option to purchase and proceeds with consummation of such purchase. Section 3. Lessee's obligation to make payment of the basic rent and all other charges on the part of Lessee to be paid and Lessee's obligation to perform all other covenants and agreements on the part of Lessee to be performed shall not be affected by any such destruction or damage (except as provided in Section 1 hereof pertaining to damage or destruction exceeding the amount of insurance proceeds recoverable), and Lessee hereby waives the provision of any statute or law now or hereafter in effect contrary to such obligation of Lessee as herein set forth; provided, however, in the event Lessee elects to and does repair, restore or replace such damage or destruction this lease shall be extended for a period of time equal to the time required to so repair, restore or replace and no additional rent shall be payable for such extended period. ARTICLE X CONDEMNATION Section 1. If, during the term of this Lease and Agreement, there shall be a taking of all or of a part of the leased premises, - 11 - such part being of such size and/or location as to materially affect the use of the leased premises by the Lessee, by any private or public corporation, body or agency having the power of eminent domain, then this Lease and Agreement shall terminate at midnight on the fifteenth day after the vesting of title in such authority and rent shall be paid to and adjusted as of that day. In the event of a partial taking which does not materially affect the use of the premises by the Lessee, the rent payable hereunder shall equitably abate in the proportion which the fair rental value of the portion taken bears to the total rental provided for herein. Section 2. Lessor covenants that it will not take or condemn, or attempt to take or condemn, any part of the leased premises. Section 3. If, subsequent to the institution of any proceedings designed to effect a taking of all or a portion of the premises by any public or private agency, authority or instrumentality having the power of eminent domain, the Lessee exercises the option to purchase hereinafter granted to Lessee and proceeds to consum- mate such purchase, Lessor agrees that it will take all steps necessary to effectively vest in the Lessee the right to receive any award, or proceeds thereof, made pursuant to such condemnation proceeding. ARTICLE XI ASSIGNMENT Section 1. Lessee may assign this Lease or sublet the premises or part thereof provided that no such assignment or subletting and no dealing or transactions between the - 12 - • 1111 Lessor and any subleasee or assins shall relieve the Lessee of any of its obligations under this Lease and Agreement and Lessee shall remain as fully bound as though no assign- ment or subletting had been made, and performance by any assignee or sublessee shall be considered as performance pro tanto by Lessee. • ARTICLE XII REMEDIES ARE CUMULATIVE - NO IMPLIED WAIVER Section 1. Lessor and Lessee shall each be entitled to specific performance, and injunctive or other appropriate equitable relief for any breach or threatened breach of any of the provisions of this Lease and Agreement, notwith- standing the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. The specific remedies provided for in this Lease and Agreement are cumulative and' are not exclusive of any other remedy. The failure of either party to insist in any one or more cases upon strict performance shall not be construed as a waiver or relinquishment for the future. No acceptance of rent with knowledge of any default shall be deemed a waiver of such default. ARTICLE XIII DEFAULT PROVISIONS Section 1. This lease is made on condition also that if any one or more of the following events (herein referred to as an "event of default ") shall happen: - 13 . (a) Lessee shall default in the due and punctual payment of the basic rent payable hereunder, and such default shall continue for fifteen (15) days after receipt of written notice from Lessor of such non - payment; or (b) Lessee shall neglect or fail to perform or observe any of the covenants herein contained on Lessee's part to be performed or observed (other than those referred to in sub- section (a) of this Section and Lessee shall fail to remedy the same within sixty (60) days after Lessor shall have given to Lessee written notice specifying such neglect or failure (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 sixty (60) day period because of governmental restriction or any other cause beyond the control of the Lessee); or (c) This Lease on the premises or any part thereof shall be taken upon execution or by other process of law directed against the Lessee, or shall be taken upon or subject to any attachment at the instance of any creditor of or claimant against the Lessee, and said attachment shall not be'discharged or disposed of within ninety (90) days after the levy thereof; or (d) Lessee shall be involved in financial difficulties as evidenced below and shall not cure the same within ninety (90) days after notice from the Lessor, (i) by its filing a petition in bankruptcy or for re- organization or for the adoption of an arrangement under ' ' the Bankruptcy Act (as now existing or in the future amended) or seeking, consenting to or acquiescing in the relief provided for under such Act, or - 14 - ,�.. ffP f$ 4 vl a't+j'� 1 a • (ii) by its making an assignment of all or a sub - stantial part of its property for the benefit of its creditors, or (iii) by its seeking or consenting to or acquiescing in the appointment of a receiver or trustee for all or a substantial part of its property or of the leas ed p re- mises or of its interest in this Lease, or (iv) by its being adjudicated a bankrupt or insolvent, or (v) by the entry of a court order without its consent which order shall not be vacated, set aside or stayed within ninety (90) days from the date of entry (1) appointing a receiver or trustee for all or a sub- stantial part of its property or (2) approving a . petition filed against it for the effecting of an III arrangement in bankruptcy or for a reorganization pursuant to said Bankruptcy Act or for any other judicial modification or alteration of the rights = of creditors; then: In any event, Lessor shall have the right at its election, then or at any time thereafter while such event of default shall continue, either (1) To give Lessee written notice of intention to termi- nate this Lease an the date of such notice or on any, later date specified therein, and on the date specified in such notice Lessee's right to possession of the premises shall cease and this Lease shall thereupon be terminated, or (2) Without demand or notice, to re -enter and take possession of the premises or any part thereof and repossess the same as of Lessor's former estate and expel Lessee and these claiming through or under Lessee and remove the effects of both or either (forcibly, if necessary) without being deemed guilty Of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenant. Should Lessor elect to re -enter as provided in this paragraph (2) or should Lessor take possession pursuant to legal • - 15 - proceedings or pursuant to any notice provided for by law, Lessor may (a) terminate this Lease, or (b) from time to time, without terminating this Lease, relet the premises or any part thereof for such term terms and at such rental or rentals and upon such other terms and conditions as Lessor may deem advisable, with the right to make alterations 1 and repairs to the premises. No such re -entry or taking of possession of the premises by Lessor shall be construed as an election on Lessor's part to terminate this Lease unless a written notice of such intention be given to Lessee or unless the termination thereof be decreed by a court of competent jurisdiction. Section 2. In the event of any such termination, Lessee shall nevertheless pay the basic rent and other sums as here- inbefore provided up to the time of such termination, and thereafter Lessee, until the end of what would have been the term of this Lease in the absence of such termination, and whether or not the leased premises shall have been relet, shall be liable to Lessor for liquidated damages calculated as: (a) The basic rent and additional rent and other sums as • hereinbefore provided which would otherwise be payable here- under if such termination had not occurred; less, (b) The net proceeds, if any, of any reletting of the leased premises, after deducting all Lessor's expenses, if any, in connection with obtaining possession and effecting such reletting. - 16 - • If any statute or rule of law governing a proceeding in which such liquidated final damages are to be proved shall validly limit the amount thereof to an amount less than the amount agreed upon hereinabove, Lessor shall be entitled to the maximum amount allowable under such statute or rule of law. Section 3. Notwithstanding any language in this Lease to the contrary, Lessor shall have the duty to mitigate as much as, possible the damages it suffers by reason of any default on the part of the Lessee. ARTICLE XIV OPTION TO PURCHASE • Section 1. If Lessee is not in default with respect to payment of basic or additional rent or with respect to any other payment to be made or covenant to be kept by it, Lessee shall have, and is hereby granted, an option to purchase the leased premises which option may be exercised by the Lessee at any time ' up to and including the 1st day of January, 1975. If the Lessee exercises its option to purchase the purchase price to be paid by the Lessee to the Lessor shall be as provided in Exhibit "B ", attached hereto, initialed by the parties, and made a part hereof by this reference as fully as if set out herein in full at this point. • Section 2. The option to purchase may be exercised by Lessee at anytime prior to the expiration date set forth in Section 1 above by giving notice to the Lessor in writing, delivered personally or by registered or certified mail addressed to the Lessor at the address herein specified. - 17 - • • i Section 3. Within 30 days after Lessee gives notice of the exercise of the option to purchase, the Lessor shall, at its expense, submit to the Lessee for examination by Lessee's 'attorneys a complete abstract of title to the property certified from the government to the then current date by a bonded abstractor. Lessee's attorneys shall have a reasonable time within which to i • examine the abstract of title and to advise the Lessor of any objections to the title, Lessor agreeing that it will use its best efforts to clear the title of all bona fide defects or objections which are not waived in writing by Lessee and to make the title satisfactory to Lessee's attorneys. Thereupon the sale shall be consummated providing the Lessor's title to the property is, in the opinion of Lessee's attorneys, good and marketable in fee simple or, though not so, is nevertheless acceptable to Lessee or further provided that Lessor has furnished to Lessee a title insurance policy fully insuring the interest which Lessee is to acquire. If Lessor fails to so clear the title or furnish title insurance to Lessee within 30 days after receipt of the Lessee's title opinion, Lessee may terminate this Lease and Agreement, without further liability of any kind to Lessor arising out of this Lease and Agreement, or the Lessee may elect to continue the lease term as' if it had never given notice of.oxercise of option. Section The purchase shall be closed at a time and place to be, mutually agreed upon by the parties and in the event they fail to so agree the closing shall take place not than 30 days after Lessee's approval of title (or Lessor's furnishing of title insurance) at Lessee's office at 1000 North!Street, Little Rock, Arkansas. At the closing, the Lessor shall deliver to the - 18 - Lessee a general warranty deed conveying the leased premises to the Lessee free and clear of all liens and encumbrances of whatsoever nature and shall also deliver to the Lessee such assignments and other instruments as might be necessary or required to comply with any otho provision of this Lease and Agreement. The Lessee shall deliver to the Lessor:its promissory note, the principal of which will be in the full amount of the purchase price, payable in installments, said principal to bear interest at a rate which will produce exactly the amount necessary to pay interest on the bonds referred to below. The installments of principal and interest shall be in the amounts and shall be due at the time of the maturity of principal of and interest on those certain bonds issued by the Lessor, under and pursuant to the provisions of the 49th Amendment to the Constitution of the State of Arkansas, the proceeds of which bond issue were used to acquire all, or a portion, of the leased premises and to erect all, or a portion of, the improvements located thereon.; An amortization schedule is attached hereto, marked Exhibit "C ", and is made a part hereof by this reference as fully as if set forth herein in full. The dates, amounts of principal and amounts :of interest set forth on said amortization schedule shall be used in arriving at the due dates and amounts of the installments of principal and interest of said promissory note. The coluun headed "Fee " shall be disregarded. Said promissory note shall be secured by a vendor's lien retained by the Lessor in the warranty deed conveying the premises to the Lessee or, at the election of the Lessor, shall be secured by a first mortgage on said premises. ARTICLE XV NOTICES Section 1. All notices, demands, and requests which may or - 19 - • are required to be given by either party to other shall be in writing, and each shall be deemed to have been properly given when served personally on an executive officer of the party to whom such notice is to be given, or when sent (deposited in the United States mail) postage prepaid by first class mail by'deposit thereof in a duly constituted United States Post Office or branch thereof located in one of the present states of the United States of America in a sealed envelope addressed (until either party gives the other written notice of change of address)as follows: If intended for Lessee: Hamlin Products, Inc. Attention: Mr. Lewis Hamlin 1000 North Street Little Rock, Arkansas If intended for Lessor; City of Jacksonville, Arkansas Office of the Mayor City Hall Jacksonville, Arkansas 72076 • ARTICLE XVI • LESSEE'S QU1ET ENJOYMENT - -OTHER LEASES AND LESSOR'S COVENANTS, WARRANTIES AND REPRESENTATIONS WITH RESPECT THERETO AND ASSIGNMENT THEREOF Section 1. Lessor covenants, warrants and represents to and with the Lessee that Lessor has a good and lawful right to execute this lease and that, as long as the Lessee shall pay the rent herein provided for and shall keep, observe and perform all of the other covenants of this lease by it to be kept, performed and observed, i dle Lessee shall and may peacefully and quietly have, hold and enjoy the said premises for the term hereof. The Lessor further covenants and agrees that the Lessee may immr'diately enter upon the premises to the full extent thereof and that the Lessee shall have the peaceful and quiet use and enjoyment of the entire extent of the leased premises during the term of this lease it being • - 20 - understood, however, that portions of the leased premises are subject to leases in favor of Hiwasse Manufacturing Company, Inc. and Blount- George Company, respectively. The Lessor further covenants, warrants and represents that the copies 'of those respective leases, attached hereto, are true, complete and compared copies of said leases; that there have been no amendments or supplements to either of said leases; that there are no understand- ings or agreements, written or oral, between Lessor: and said Lessees not reflected in the written leases copies of which are attached hereto; that there has been no prepayment of rent under either lease and that the full amount of rent reserved in each lease will be due and payable at the times therein set forth. ' Lessor further covenants, warrants and represents that there are no other leases or agreements, written or oral, recorded or unrecorded, affecting the title to the above described property or the right to immediate and full use and occupancy thereof by the Lessee pursuant:to the terms of this Lease and Agreement. ; It is understood and agreed that the Lessee has entered into this lease based on the representations, covenants and warranties of the Lessor set forth in this Article; has relied thereon; and will be entitled to terminate this lease, without any further liability of any kind, upon written notice to the Lessor in the event of the breach of any such covenant or the existence of any state of facts contrary to said warranties and representations. Section 2. Lessor hereby assigns, sets over and transfers unto Lessee all of its right, title and interest in and to the above described leases and to the rents, issue and profit therefrom. This assignment shall be full authority to Lessee to collect any - 21 - f rents becoming due under either such lease after the date of this instrument but, if necessary, Lessor agrees to execute and deliver to Lessee such other instruments as might be necessary to make such assignment fully effective. ARTICLE XVII GENERAL Section 1. This Lease and Agreement shall be construed and enforced in accordance with the laws of the State of Arkansas. Wherever in this Lease and Agreement it is provided that either party shall or will make any payment or perform or refrain from performing any act or obligation, each such provisions shall, even though not so expressed, be construed as an express covenant to make such payment or to perform, or not to perform as the case may be, such act or obligation. Section 2. If any provision of this Lease and Agreement or the application thereof to any person or circumstances shall to any extent, be determined to be invalid or unenforceable, the remainder of this Lease and Agreement and the application of its provisions to persons or circumstances other than those as to which it has been determined to be invalid or unenforceable, shall not be affected thereby, and each provision of this Lease and Agreement shall be valid and shall be enforced to the fullest extent permitted by law. Section 3. The article captions in this Lease and Agreement are for convenience and reference only and in no way definelimit or describe the scope or intent of this Lease and Agreement or in anywise affect this Lease and Agreement and shall not be considered in any construction thereof. • _22_ Section 4. The provisions of this Lease and Agreement shall bind and. inure to the benefit of the parties hereto and their respective successors, assigns and sublessees (it being understood that assignments and subleasing are governed by the provisions of Article XI hereof). IN WITNESS WHEREOF, the parties hereto have caused this Lease and Agreement to be signed in several counterparts, each of which may be considered an original without the presentation of others, by their duly authorized officials and officers as of the day and year first hereinabove written. 1 CITY OF JACKSONVILLE,; ARKANSAS LESSOR By MAYOR ATTEST: CITY CLERK HAMLIN PRODUCTS, INC.: LESSEE By ATTEST: • 1 • DESCRIPTION OF PROPERTY LEASED TO HAMLIN PRODUCTS, INC., LESSEE BY CITY OF JACKSONVILLE, ARKANSAS, LESSOR, UNDER LEASE AND AGREEMENT DATED AS OF OCTOBER 1, 1969 Part of the NW'& NW4, Section 24 and NW's SWk, Section 24 and SE's NE's, Section 23, All in T -3 -N, R -11-W, Pulaski County, ' Arkansas; more particularly described as: Commencing at the NE Section 23, T -3 -N, R -11 -W; thence South 01 ° 23' West, along the West line of Section 24, 907.50 feet to the point of beginning; thence East, 1268.28 feet to a point on the West right of way of Barnes Road; thence South 0 ° 58' West along said right of way 1974.76 feet; thence West, 1282.85 feet to a point on•West line of Section 24; thence North 01 ° 23' East, along said West line, 248.2 feet to the NW Corner SWk, Section 24; thence North 88 ° 51' West along North line SE'L, Section 23, 334.25 feet; thence North 01 ° 22' East, 1316.0 feet; thence South 38 ° 51' East, 334.9 feet to a point on the West line.of Section 24; thence North 01 ° 23' East along said West line, 410.5 feet to the point of beginning, containing 67.93 acres, more or less. • • SCHEDULE 1 • • SCREIYO.E OF LEASE p B �7 mg or OF D F�SIIANI 2t7 TEASE HAMLIN Sr Y PRODUCTS, SNO D 9' t$'A :: IN STALLMENT NIEMEN 1 ATE 2 Februa.,. 1, 1970 AILDINT 3 August 1, 1970 ✓$ 16, 320.00_ - X5;7 7 a 1 �3sn. 7,3 70.00. /3r / /p February 7, 1977 5 August 1, 1971 16,120.00 4 6 F ©brugt�r 1, 1972 7 a 1 70.00 ✓4';, • A� ' 7 Ault 1, 7972 15,920.Op Feb 6 ,970.00 , 8 wry 1 , 1 973 15 ,720.00 sio r N 9 August 1 , 1 973 r 70 F ©bruarY 1, 1971 6 ,770.00 7 . ; 11 August 1, 1971! 15x520.00 i * @ Feb 6 ,570.00 w 12 1, 1975 7 40 N or August 1 13 A , 1 975 6 ,370.00 5 320 .00 Feb �� 91t 1, 1976 m , ist 15 August 1, 1976 15 , 1 20.00 �K 16 Februa % 1977 6,170.00 A 1 8,920.00+ 17 August 7, 1977 ,.:,,1 *t 18 Febru % 1978 14, 720.00 5,970.00 19 August 7 157$ ,770.00 Feb 5 19 1, 7979 1 8,520.00 . r 21 August 1, 7 979 , • rt 22 February 1 5,570.00 a m : ; a 1980 .. 14 ,320.00 23 August 7, 7980 24 February 1, 7981 8,120.00 5,370.00 w: da r ! xvw..'' " August 1, 7981 r 5 ;770.00 ,' 1 EXHIBIT my, P @ t , < 2- INSTALLMENT NUMBER IJUE LATE AMOUNT 25 February 1, 1982 $ 13,920.00 26 August 1, 1982 4,957.50 27 February 1, 1983 13,707.50 28 August 1, 1983 4,745.00 29 Fobruary 1, 1984 14,495.00 30 August; 1, 1984 14,511.25 31 February 1, 1985 14,261.25 32 August 1, 1985 4,277.50 33 February 1, 1986 15,027.50 34 August 1, 1986 4,022.50 35 February 1, 1987 14,772.50 36 August 1, 1987 3,767.50 37 February 1, 1988 15,517.50 38 August 1, 1988 3,491.25 39 February 1, 1989 15,241 .25 40 August 1, 1989 3,215.00 41 February 1, 1990 15,965.00 42 August 1, 1990 2,917.50 43 February 1, 1991 15,667.50 44 August 1, 1991 2,620.00 45 February 1, 1992 16,370.00 46 August 1, 1992 2,301.25 47 February 1, 1993 17,051.25 48 August 1, 1993 1,961.25 49 February 1, 1994 17,711.25 50 August 1, 1994 1,600.00 51 February 1, 1995 17,350.00 52 August 1, 1995 1,1430.00 53 February 1, 1996 18,180.00 /-, SHCEDULE SHOWING PURCHASE PRICE IN EVENT OF EXERCISE OF OPTION PURSUANT TO ARTICLE XIV OF LEASE BETWEEN CITY OF JACKSONVILLE, ARKANSAS, AND HAMLIN PRODUCTS, INC., DATED AS OF OCTOBER 1, 1969 1. If exercised on or before January 1, 1970, the purchase price shall be $330,500.00. 2. If exercised But on or The purchase after: before: i price .shall be: January 1, 1970 February 1, 1970 $ 323,000.00 February 1, 1970 February 1, 1971 313,000.00 February 1, 1971 February 1, 1972 303,000.00 • i February 1, 1972 February 1, 1973 293,000.00 February 1, 1973 February 1, 1974 j 283,000.00 February 1, 1974 January 1, 1975 273,000.00 • EXHIBIT "B" • y � OFFER AND .ACCEPTANCE PROPERTY City FOLDER Jac- 'wove-111e, Ark. BuyER . amlinl'iro kti rnc. ail W. CAPITOL Dated__ August_ st,_15 i 1969 ______ TO: Recto -B hifi9 ®gas -loaf e-0- inc. LITTLE ROCK, ARK.> Little Rock, Arkansas . You are authorized to submit the following offer to purchase the property known as: Controls Cnmpan�of America property West of Redmond Road i completely described as • See attached legal description ;,- _ — .._ upon the following terms: The total consideration price is to be $ 332 ___ The total amount of cosh to seller at the time of sale is to be Nona This offer is conditioned upon the following provisions concerning loans: See Special Conditions Attached Hereto . • The seller is to fumish free of charge a complete abstract of title to date, showing a merchantable or insurable title to sold real estate in the name of the grantors who will sign the deed conveying said real estate, free and clear of all liens and encumbrances except as stated herein and restrictions of record, if an . Title is to be taken tif to existing leases and tenancies (See attached schedule, if any.) �/ JVA }3J C i c- re — v>R L c G - .,.7 - ac /2.. C - rte INC. /14 ilk ✓r - a ASCj ttmi latlt Interest, pre -paid insurance on assignable policies, and rents are to be pro - rated as of the date of closing. In the event Buyer exercises the right to purchase property • Seller will vacate and deliver possession of the property within .__..RUt__ days after delivery of_ — Warrent _.Decd.__ , and pay rent to Buyer at the rate of $ Nil , per day until possession is given after'tlosing dote. a" i ce .. Buyer herewith tenders $_.__ as earnest money, to become part purchase price upon acceptance. This sum shall be held by Agent al�d if offer is not accepted or if title requirements are not fulfilled, it sholl be promptly returned to Buyer. It, after Buyer fails to fulfill his obligations, the earnest money shall be- { come liquidated damages in favor of the Seller, which fact shall not preclude Seller or Agent from asserting other legal rights which they may have beceuse of such breach. 3 i ' If prior to the closing of this transaction the improvements on the above captioned parcel shall be destroyed or materially damaged by fire or other casualty, this contract shall, at the option of the buyer, be null and void. If buyer shall elect, in the event of such loss, that the contract shall be performed, he shall be entitled to the proceeds of insurance applicable to the loss for use in repairing said loss. - Together with each parcel of real estate the present owner thereof shall by proper bill of sole, sell and convey to the party receiving said property hereunder good title to the following personal property: NONE SPECIAL CONDITIONS , i See Special Conditions Attached Hereto • This Offer is binding upon Buyer if accepted within 7 . __days from date. BAMLIN •P.OU_J1T.$.. • t el The foregoing offer is accepted by us this_ l day of _ __.__ - e-et .. s ._ . 19_4 6% of pufechaee price - -a--.A agree to pay RECTOR- PHILLIPS-MORSE, Inc., a commissio of $/. _..___ far pr essional serv- ' ices rendered in securing this offer, or 1/2 of any forfeited earnest • o ey / 1 i SPECIAL CONOITIO • • 1. Buyer is to leave from Seller described property for a period to end December 31, 1996. The lease is to be a net lease and Buyer -is to maintain buildings in a good state of repair, maintain hazard insurance. for not less than $330,500.00, paying all maintenance costs, insurance .4preeiumn and all °Char expense in connection with the property in addition • to the rant as set forth below. 2. Cash rent to be paid for the lease in to be in the exact aunt es will be necessary for the City of Jacksonville to retire the bonds issued under Amendment 49 in connection with the purchase of this property, plus $1,200.00 par year. 3. Buyer may elect to y Y purchase said property on or before January t _1975, in accordance with the provisions of this paragraph. In th sveiit • !.' Buyer exercises the right to purchase property, Seller will accept a note Erma Buyer, secured by a first mortgage on the property. Purchase price is to be $330,500.00 if Buyer elects to purchase prior to January 1, 1910. In the event Buyer elects to purehage later than January 1, the purchase price is to be adjusted each year to an_enount that equals the principal unt of all bcndq issued and remaining outstanding in connection with the t edecnt 49 .of § hilts flair o u ha a n d property from Controls Company American Bete give for to p of the property is to he paid at the saes time and in the same anount as is necessary for the City of Jacksonville to retire the remaining bonds outstanding at the time of purchase. 4. ya4 may rolan's erty from a mortf; ge by the pdymeeit of iadfi $4,000.00,per ter for aey front g on Rodeo d Road qnd ant ding ". west ofekedmond Rood a not 'ore � ietance o set. .Property m re than 460 feet weat\of'Redmond Road . y be than 400 released fro .-tie mortgage b the paypent of $3,000.00 per acre. 5. Seller agrees that Rector - Phillips - Morse, Inc, is to net as leasing_atent`for_the._Sallet tbrogfhogtthe_entire term of tho lease and - will pay Rector - Phillips - Morse, Inc. 1,,20 por wear for services rendered. P p In the event Buyer elects to purchase ro p property, agrees to Seller a E+ pay Ractor- Phillips- Morse; Inc. a commission of 6% on the final purchase price. teledeteeeeefe I �h' ) A5 � e e n t' o /.7 /9?o --- coo_ n2a S 6-4 " LthW 4i G! 2.ad: P 9 • • • • • • • • • • • •