0272 ---
ORDINANCE NO. 2 70
AN ORDINANCE AUTHORIZING A LEASE AND AGREEMENT
BY AND BETWEEN THE CITY OF JACKSONVILLE, ARKANSAS,
AS LESSOR, AND FRANKLIN ELECTRIC CO., INC., AS
LESSEE, IN SUBSTANTIALLY THE FORM AND WITH SUB-
STANTIALLY THE CONTENTS SET FORTH IN AND MADE A
PART OF THIS ORDINANCE; AUTHORIZING THE EXECU-
TION AND DELIVERY OF THE LEASE AND AGREEMENT;
PRESCRIBING OTHER MATTERS RELATING THERETO; AND
DECLARING AN EMERGENCY.
BE 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
(the "City "), is Lessor and Franklin Electric Co. , Inc. , an Indiana corporation
( "Franklin ") is Lessee, in substantially the form and with substantially the
contents hereafter set forth, and the Mayor and City Clerk be, and they are
hereby, authorized to execute, acknowledge and deliver the Lease and Agreement
for and on behalf of the City. The form and contents of the Lease and Agreement
which are hereby approved and which are made a part hereof, shall be sub-
stantially as follows:
AGt
Ora nee
i
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LEASE AND AGREEMENT
-
between
CITY OF JACKSONVILLE, ARKANSAS
LESSOR
and
FRANKLIN ELECTRIC CO. , INC.
LESSEE
ORD. BOOK - PAGE rr �3
•
LEASE AND AGREEMENT
• TABLE OF CONTENTS
Page
• ARTICLE I
DEFINITIONS
Section 101 Definitions 3
Section 102 _Use of Words 5
ARTICLE II
ACCOMPLISHING THE PROJECT
Section 201 Obligation of Lessor to Construct Improvements and T 6
Purchase and Install Machinery and Equipment and
Maintain Insurance Thereon
Section 202 Itemization of Project Costs; Bond Proceeds to be
Deposited in Construction Fund; Authorized Disburse-
" ments From Construction Fund - 7
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ARTICLE III
DEMISING CLAUSES, WARRANTY OF TITLE, DURATION OF
LEASE TERM AND RENTAL PROVISIONS _
Section 301 Demise of Leased Premises g
Section 302 Term of Lease Agreement 9
Section 303 Basic Rent; Additional Rent; Absolute and Unconditional
Obligation to Pay Basic Rent and Additional Rent 9
Section 304 Method of Payment of Basic Rent and Additional Rent 13
ARTICLE IV
TAXES AND ASSESSMENTS (IMPOSITIONS)
Section 401 Taxes and Assessments (Impositions) 14
Section 402 Leased Premises Excempt From Ad Valorem Taxes;
Contest of Attempted Levy Authorized - 14
ARTICLE V
INSURANCE
Section 501 Insurance Required ';; 15
• ARTICLE VI
REPAIRS, MAINTENANCE AND . .
ALTERATIONS
Section 601 Lessee Obligated to Maintain the Leased Premises 17
Section 602 Property on Leased Premises at Sole Risk of Lessee 17
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• ORD. BCOK # 2 P!C 7
Section 603 Machinery, Equipment and Other Property Installed at
Lessee's Expense Remain Its Property With Right of
Removal 17
ARTICLE VII
USE - COMPLIANCE WITH ORDERS, ETC.
Section 701 Permitted Use of Leased Premises and Compliance with Laws,
:Etc. 18
Section 702 Lessor's Covenant Not to Impose Burdensome Laws, Etc. 18
ARTICLE VIII •
WORK PERFORMED BY LESSEE
Section 801 Obligations of Parties Concerning Work on Leased Premises
and Obtaining Necessary Permits 19
ARTICLE IX
INDEMNIFICATION OF LESSOR AND TRUSTEE •
Section 901 Lessee to Keep Leased Premises Free of Construction Liens 20
ARTICLE X
LESSOR MAY PERFORM LESSEE'S OBLIGATIONS
Section 1001 Lessor May Perform Lessee's Obligations; Lessee to Reim-
burse Lessor for Costs and Expenses Incurred in Doing So 21
•
ARTICLE XI
PUBLIC UTILITIES AND CHARGES
Section 1101 Lessee to Pay Public Utility Charges 22 •
ARTICLE XII
INSPECTION OF LEASED PREMISES
Section 1201 Lessor and Trustee to Have Right of Inspection Subject to
Certain Restrictions 23
ARTICLE XIII
DAMAGE AND DESTRUCTION
Section 1301 Lessee to Restore in Event of Damage or Destruction; Appli-
cation of Insurance Moneys 24
Section 1302 No Diminution in Lessee's Obligation to Pay Basic Rent and
Perform Other Covenants 25
ARTICLE XIV
CONDEMNATION
-
Section 1401 Rights of Parties in Event of Condemnation; Bonds Protected
in Any Event 26
Section 1402 Lessee Obligated to Continue Basic and Additional Rental
Payments Until Condemnation Award Available 29
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Section 1403 Right of Lessee to Participate in Condemnation Proceedings 29
Section 1404 Lessor's Covenant Not to Condemn 29
ARTICLE XV
ASSIGNMENT •
Section 1501 Assignment and Subletting Permitted but Lessee Not Relieved
of Obligations; Assignment to Trustee Permitted 30
ARTICLE XVI
PRIORITY OF LEASE
Section 1601 Lease and Agreement Superior and Prior 32
ARTICLE XVII
REMEDIES ARE CUMULATIVE - NO IMPLIED WAIVER
Section 1701 Specific Relief; Remedies are Cumulative; No Implied Waiver 33
ARTICLE XVIII
DEFAULT PROVISIONS
Section 1801 Events of Default 34
Section 1802 Remedies - - 35
Section 1803 Remedies Not Exclusive 35
Section 1804 Rental, Damages and Reletting Go Into Bond Fund 36
Section 1805 Lessee's Covenants with Respect to Capital Expenditures
Under 103 (c) (6) (D) of Internal Revenue Code of 1954 36
Section 1806 Lessor and Lessee Covenant Not to Take Any Action or
Permit Any Action Which May Cause Interest on the Bonds
to be Subject to Federal Income Taxation 37
ARTICLE XIX - - - -
LESSEE'S OPTIONS
•
Section 1901 Extension Options 38
Section 1902 Purchase Options 38
ARTICLE XX
NOTICES
Section 2001 Notices 41
•ARTICLE XXI
LIMITATION OF LESSOR'S LIABILITY
Section 2101 Limitation of Lessor's Liability 42
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ARTICLE XXII •
General
Section 2201 Arkansas Law Applicable 43
Section 2202 Severability 43
Section 2203 Captions for Reference Only 43
Section 2204 Trustee's Rights Cease When Bonds and Trustee's Fees
Paid or Provided For 43
Section 2205 Enforcement Rights of Trustee 44
Section 2206 Provisions Binding on Successors and Assigns 44
Section 2207 Trustee's Consent Required for Modification 44
ARTICLE XXIII -
Removal and Disposal of Property
Section 2301 Lessee's Rights and Obligations Concerning Removal
and Disposal of Lessor's Machinery and Equipment 45
Section 2302 Lessee to Report Upon Request Dispositions or
Removals under Section 2201 46
Section 2303 No Diminution of Lessee's Obligations to Pay Basic
and Additional Rental 49
ARTICLE XXIV
Recording
Section 2401 Recording , 48
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CCA ".
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LEASE AND AGREEMENT
This LEASE AND AGREEMENT made as of this first day of September, 1972,
by and between the CITY OF JACKSONVILLE, ARKANSAS ( "Lessor" or "City "), and
FRANKLIN ELECTRIC CO., INC., a corporation organized under and existing by
virtue of the laws of the State of Indiana, but authorized to do business in the
State of Arkansas ("Lessee"):
WITNESSETH:
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 City Council, in the public interest and for a public purpose in
securing and developing industry, providing employment and adding to the welfare
and prosperity of the Lessor and its inhabitants, all pursuant to the provisions
of Act No. 9 of the First Extraordinary Session of the Sixty- Second General
Assembly of the State of Arkansas, approved January 21, 1960, as amended
( "Act No. 9"); and
WHEREAS, Lessee is authorized under its Certificate of Incorporation
and By -Laws and under the laws of the State of its incorporation 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, Lessee is not prohibited under the terms of any outstanding
trust indentures, 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 all covenants and obligations on
its part to be performed under and pursuant to this Lease and Agreement and
affirmatively so represents to Lessor; and
WHEREAS, the industrial undertaking will consist of machinery, equip-
ment and facilities (the "Project "); and
1
��!elTSerrw—
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WHEREAS, Lessor and Lessee hereby recite knowledge that Lessor
I has undertaken to furnish permanent financing of the Project costs and expenses
of authorizing and issuing the bonds, by the issuance of Industrial Development
Revenue Bonds under Act No. 9 in an amount not to exceed Three Million Dollars
($3,000,000) (the "bonds ") and pursuant to its undertaking to furnish the perma-
nent financing the Lessor submitted to the electors the question of issuing the
bonds under Act No. 9, at which election the electors approved the issuance of
the bonds.
NOW, THEREFORE, for valuable consideration receipt of which is
hereby acknowledged by Lessor and Lessee, and in consideration of the mutual
benefits and covenants herein contained, Lessor and Lessee AGREE as follows:
Qqp
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2 A 4cz. S\�
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ARTICLE I
DEFINITIONS
Section 101. In addition to the words and terms elsewhere defined
in this Lease Agreement, the following words and terms as used in this Lease
Agreement shall have the following meanings unless the context clearly indicates
a different meaning or intent.
"Act No. 9" - Act No. 9 of the First Extraordinary Session of the
Sixty- Second General Assembly of the State of Arkansas, approved January 21,
1960, as amended.
"bonds" - The City of Jacksonville, Arkansas Industrial Development
Revenue Bonds - Franklin Project, issued under and secured by the Indenture
in the total principal amount of $3,000,000.
"Bond Fund" or "Jacksonville, Arkansas 1972 Industrial Development
Revenue Bond Fund - Franklin Project" - The fund created by Section 501 of
the Indenture into which the moneys specified in Section 502 of the Indenture
are to be deposited and out of which disbursements are to be made for paying
the principal of and interest on the bonds in the manner and for the purposes
specified in Article V of the Indenture.
"Construction Fund " or "Industrial Development Revenue Bond
Construction Fund - Franklin Project" - The fund created by Section 601 of the
Indenture into which the portion of the proceeds of the sale of the bonds specified
in Section 601 is to be deposited and out of which disbursements are to be made
for Project costs in the manner and for the purposes specified in Article VI of
the Indenture.
Cr
"Indenture" or "Trust Indenture" - The Trust Indenture between the
City and the Trustee, of even date herewith, which is recorded in the office of
the Circuit Clerk and Ex- Officio Recorder of Pulaski County, Arkansas and
which sets forth the details pertaining to the bonds, the nature and extent of
the security_and the rights, duties and obligations of the City, the Trustee and
the holders and registered owners of the bonds and the terms under which
the bonds are secured.
"Lease Agreement" - The within Lease and Agreement between the
City as Lessor and Franklin Electric Co., Inc. as Lessee.
"leased premises" - The machinery, equipment and facilities covered
by the Lease Agreement and defined in Section 301 (a) of the Lease Agreement.
"lease term" or "term" - The initial term of the Lease Agreement set
forth in Section 302 plus any extension or renewal terms pursuant to the provisions
of Section 2001 hereof.
"Lessor's machinery and equipment" - The machinery and equipment
owned by Lessor and leased to Lessee by this Lease Agreement and specifically
defined in Section 301 of this Lease Agreement.
"Authorized Lessee Representative" - The person at the time designated
to act in behalf of the Lessee by written certificate furnished to the Lessor and
the Trustee containing the specimen signature of such person and signed on
behalf of the Lessee by the president or any vice president of the Lessee. Such
certificate may designate an alternate or alternates.
"Authorized Lessor Representative" - The person at the time designated
to act in behalf of the Lessor by written certificate furnished to the Lessee and
the Trustee containing the specimen signature of such person and signed on
behalf of the Lessor. Such certificate may designate an alternate or alternates.
"Project" - The machinery, equipment and facilities embodied in and
pertaining to the industrial project constituting the leased premises and leased
to Franklin Electric Co., Inc. under this Lease Agreement.
ORD• BOOM,
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"Trustee" - The Trustee for the time being, whether original or
successor, with the original Trustee being
The Trustee is also the Paying Agent.
Section 102. Words of the masculine gender shall be deemed and
construed to include the correlative words of the feminine and neuter genders.
Unless the context shall otherwise indicate, words shall include the plural, as
well as the singular, number.
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ARTICLE I I
ACCOMPLISHING THE PROJECT
Section 201. Lessor has leased to Lessee land, a manufacturing
building and improvements, which land is situated in Pulaski County, Arkansas
and described on Exhibit A attached hereto and made a part hereof. Lessor
will purchase machinery, equipment and other personal property, in accordance
with written requests of Lessee, which will be utilized by Lessee in its manu-
facturing and commercial operations in the building and improvements on such
land. All requests, approvals and agreements required on the part of Lessor
and on the part of Lessee shall be in writing, signed by a duly designated repre-
sentative of the party making such request, granting such approval, or entering
into such agreement. The Lessor and Lessee shall, concurrently with the
delivery of this Lease Agreement, notify each other of the representative of each.
It is agreed that each party may have more than one representative and may
change the representative or representatives from time to time, with each such
change to be in writing forwarded to the other party. The representative of each
party so designated shall be authorized to enter into and execute any contracts
or agreements or to grant any approvals or to take any action for and on behalf
of the party hereto represented by him, and the other party to this agreement
shall be entitled to rely upon the duly designated representative as having full
authority to bind the party hereto represented by him.
Lessor shall see that there is in full force and effect, from the date of
purchase of any machinery, equipment and other personal property to be
purchased as hereinabove provided, or from the date the risk of loss, which
under governing substantive law, is on the Lessor as purchaser if such date
be after the date of purchase, and until the insurance required to be carried
by Lessee under the provisions of this Lease Agreement shall be placed in
force and effect, the usual fire and extended coverage casualty insurance, with
the insurance to be in the amount necessary to prevent the application of the
co insurance provisions of the policies but not less than 80% of the full
• • _
insurable value of the property involved, and with the premiums thereon to
be considered part of the Project costs. The Trustee shall be made a party
insured as its interest may appear.
Section 202. Costs incurred by Lessor in discharging its obligations
under Section 201 hereof and in other sections of this Article II shall be referred
to as "Project costs" and it is agreed that the Project costs will not exceed the
sum of Three Million Dollars ($3,000,000) or the available proceeds received
from the sale of the bonds, or any series thereof if less than the total autho-
rized principal amount has been delivered and that if the Project costs should
exceed said amount, the Project will be completed, and the Lessee hereby
agrees to pay the entire amount of any such excess. Project costs, as that term
is used in this Lease Agreement, shall include all costs and expenses of every
nature incurred by Lessor in accomplishing the Project, all costs and expenses
incidental thereto, all costs and expenses incurred in connection with the
issuance of the bonds, and the amount necessary to pay interest on the bonds
during construction, including, without limitation, the following:
(1) All amounts paid by Lessor in discharge of its obligations under
Section 201 hereof;
(2) All amounts paid by Lessor for extras, changes or additions
agreed to by Lessor and Lessee;
(3) All payments incurred in acquiring machinery, equipment and
other personal property and paying premiums for insurance coverage in
connection therewith;
(4) All costs and expenses incurred in installing machinery, equip-
• ment and other personal property in the building;
(5) All amounts necessary to reimburse Lessee for any work performed,
materials purchased or expenditures incurred by Lessee pertaining to or in
connection with the Project, including, without limitation, the charges of
any architects or engineers retained by Lessee to prepare plans, specifications
7 0717). rani
_ • va..r'visa `� " 1 - ha:.::.a'._....r -.
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and drawings for the Project, the cost of architectural or other supervisory
personnel in connection with the construction of the building and the charges
of any surveyors or engineers employed to make plans, or conduct tests or
analyses, with respect to the-land.
{
(6) Any cost or expense, not otherwise provided for herein, incurred
by Lessor under and pursuant to the provisions of this Article I pertaining to
the constructing and equipping of the Project;
(7) Such other additional fees, costs, expenses and expenditures of
whatever nature incidental or pertaining to the Project, including Trustee's
fees and expenses and Paying Agent's fees, as may from time to time be agreed
upon in writing by Lessor and Lessee in accordance with the provisions of
Section 201 hereof and other sections of this Article II as constituting part of
e
the Project costs.
It is agreed that the bond sale proceeds shall be deposited in a
Construction Fund to be established pursuant to the provisions of the Trust
Indenture. It shall be provided in the Trust Indenture (and Lessor agrees to
cause appropriate provisions to be made therein) that the moneys in the
Construction Fund shall be expended solely for the payment of the Project
costs. Disbursements shall be made from the Construction Fund in accordance
with the provisions of the Trust Indenture pertaining thereto. Any amount
remaining in the Construction Fund after payment of all Project costs shall
be transferred to and deposited in the Bond Fund established pursuant to the
provisions of the Trust Indenture, and the Lessee shall be credited with that
amount against Lessee's basic rent obligations set forth in Section 303 of
this Lease and Agreement, with such credit to be against the basic rent obliga-
tions as the same become due and payable under Section 303, beginning with
the first installment of basic rent due thereafter, and the Lessee shall not be
required to pay any basic rent thereafter, except when and to the extent basic
rent has become due and payable in excess of such credit.
8 (i E"n!; . " ____ � "1g 4 ) 3
ARTICLE III
DEMISING CLAUSES, WARRANTY OF TITLE, DURATION
OF LEASE TERM AND RENTAL PROVISIONS
Section 30 -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, agrees to and does hereby lease 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 Agreement expressed, all
machinery, equipment and other personal property of every kind and nature what-
ever acquired by Lessor and paid for out of the Construction Fund and placed on
or in the land described on Exhibit A hereto and all improvements thereon or
elsewhere, including, without limitation, all replacements and substitutions
which become the property of the Lessor pursuant to the provisions of this Lease
and Agreement. All such machinery, equipment and other personal property
shall be identified in a ledger, one copy of which shall be filed with the
Trustee and one copy maintained by Lessee in the improvements situated on
the lands described in Exhibit A hereto and shall be marked by an appropriate
tag, or other device, as being the property of the Lessor. The said machinery,
equipment and other personal property leased hereby shall be referred to herein
as the "leased machinery and equipment" or the "leased premises ".
Section 302. This Lease Agreement and the lease term shall become
effective as of September 1, 1972, and shall continue until midnight of
November 1, 1992.
Section 303. (a) Basic Rent.
(1) The Lessee agrees to make the following payments as basic rent,
payable on the dates and in the amounts indicated:
9 „�_�3
0 BASIC RENT SCHEDULE 0
April 20, 1973 $131,766.67
October 20, 1973 98,825.00
April 20, 1974 98,825.00
October 20, 1974 98,825.00
April 20, 1975 98,825.00
October 20, 1975 98,825.00
April 20, 1976 98, 825.00
October 20, 1976 98,825.00
April 20, 1977 98,825.00
October 20, 1977 98,825.00
April 20, 1978 98,825.00
October 20, 1978 98,825.00
April 20, 1979 98, 825.00
October 20, 1979 233,825.00
April 20,1980 93, 931.25
October 20, 1980 238,931.25
:April 20, 1981 88, 856.25
October 20, 1981 243,856.25
April 20, 1982 83,431.25
October 20, 1982 248,431.25
April 20, 1983 77,656.25
October 20, 1983 252,656.25
April 20, 1984 71,531.25
October 20, 1984 256,531.25
April 20, 1985 65,056.25
October 20, 1985 265,056.25
April 20, 1986 58,056.25
October 20, 1986 273,056.25
April 20, 1987 51,068.75
October 20, 1987 281,068.75
April 20, 1988 43,593.75
October 20, 1988 288,593.75
April 20, 1989 35,937.50
October 20, 1989 295,937.50
April 20, 1990 27, 812.50
October 20, 1990 307,812.50
April 20, 1991 19, 062.50
October 20, 1991 314,062.50
April 20, 1992 9, 843.75
October 20, 1992 324,843.75
The above basic rent payments shall be reduced by the amount of any moneys
in, or credits to, the Bond Fund established pursuant to the provisions of the Indenture
on each basic rent payment date from any other sources whatever, including deposits
or credits pursuant to any provisions of this Lease Agreement and pursuant to any
provisions of the Trust Indenture,,°
ORD. BOOK # r( PAGE fir` "43
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In the event a basic rent payment date falls on a non - banking day
of the Trustee, the basic rent payment involved shall not be due and payable
until the time of opening for business on the next succeeding day thereafter
that is a banking day.
(2) If, during any year while any of the bonds shall be outstanding
the above specified basic rent shall be insufficient to pay the principal of and
interest on the bonds as the same become due, the amount of the insufficiency
shall be paid by the Lessee as additional basic rent. If at any time the amount
in the Bond Fund, hereinabove referred to and hereafter described in Section 304,
is sufficient to pay in full the principal of (including redemption premiums, if
any), interest on.and the Trustee's and Paying Agent's fees in connection with
all of the outstanding bonds of the Lessor, either at maturity or on earlier
redemption, then no further basic rent shall be payable hereunder, and any
funds representing payment of basic rent which are then held in the Bond Fund
and are in excess of the amount required to pay in full the principal of (including
redemption premiums, if any), interest on and the Trustee's fees in connection
with all outstanding bonds of the Lessor, either at maturity or on earlier •
redemption, shall be refunded to Lessee as excess rent.
(b) Additional rent. During the term hereof, Lessee shall pay as
additional rent the Paying Agent's fees and expenses and charges payable to
the Trustee, as provided in the Trust Indenture, and all impositions (as defined
In Section 401), expenses, liabilities, obligations and other payments of
whatever nature which Lessee has agreed to pay or assume under the provisions
of this Lease Agreement. If at any time any amounts paid by Lessee as addi-
tional rent hereunder are or become in excess of the amounts required for the
purposes for which they were paid, such excess amounts shall be refunded to
the Lessee.
11 ORD.
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(c) So long as any of the principal of or interest on the bonds shall
be outstanding and unpaid, or until payment thereof has been duly provided for,
Lessee's obligation to pay basic rent and additional rent shall be absolute and
unconditional and the basic rent and the additional rent shall be certainly
payable oft the dates or at the times specified without notice or demand, and
without abatement or set -off, and regardless of any contingencies whatsoever,
and notwithstanding any circumstances or occurrences that may now exist or
that may hereafter arise or take place, including, but without limiting the
generality of the foregoing: -
(1) The unavailability of the Project or the leased machinery and
_
equipment, or any part thereof, for use by the Lessee at any time by reason of the
failure to complete the overall industrial project by any particular time or at all or
by reason of any other contingency, occurrence or circumstance whatsoever;
(2) Damage to or destruction of the Project or the leased machinery
and equipment, or any part thereof;
(3) Legal curtailment of Lessee's use of the Project or the leased
machinery and equipment, or any part thereof;
(4) Change in Lessor's legal organization or status;
(5) The taking of title to or the temporary use of the whole or any
part of the Project or the leased machinery and equipment by condemnation;
(6) Any assignment under the provisions of Article XIV including,
without limitation, an assignment as part of a transaction involving merger, con-
solidation or sale of all or substantially all of Lessee's assets, as provided in
Section 1501; subject, however to the provisions of Section 1501 that performance
by an assignee or sub - lessee shall be considered as performance pro tanto by
Lessee;
(7) Any termination of this Lease and Agreement for any reason
whatsoever, including, without limitation, termination under Article XVII;
• 12 D 113
1
(8) Failure of consideration or commercial frustration of purposes;
(9) Any change in the tax or other laws of the United States of America
or of the State of Arkansas; or
(10) Any default of the Lessor under this Lease and Agreement, or any
other fault or failure of the Lessor whatsoever.
Section 304. Payments of basic rent shall be made to Lessor by
Lessee remitting the same directly to the Trustee, for the account of Lessor, and
shall be deposited by the Trustee in the trust account provided for in the Trust
Indenture designated "Jacksonville, Arkansas 1972 Industrial Development Bond
Fund - Franklin Project" (the "Bond Fund "), to be used by the Trustee as provided in
the Trust Indenture. Lessor agrees at Lessee's request to cause the Trustee to
furnish to Lessee at reasonable intervals an accounting of the funds in the Bond
Fund, including the amount of bonds paid and outstanding. Additional rent specified
in Section 303 (b) shall be paid by Lessee remitting the same directly to the Trustee,
for the account of Lessor, in the case of the Paying Agent's fees and the Trustee's
expenses and charges, and either making direct payment in the case of impositions
and other costs, expenses, liabilities, obligations and payments assumed and
agreed to be paid by Lessee under this Lease and Agreement, or reimbursing Lessor
or Trustee, if, pursuant to the provisions of this Lease and Agreement, Lessor or
Trustee shall make payment thereof.
• 13 y3
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/ARTICLE IV
TAXES AND ASSESSMENTS (IMPOSITIONS)
Section 401. Subject to the provisions of Section 302, Lessee
shall pay all lawfully assessed 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, . which if not paid when due,
would impair the security of the bonds, encumber Lessor's title or impair the
right of the Lessor and the Trustee to receive the rents hereunder or in any
manner whatsoever diminish the amounts thereof, all of which are herein
called "impositions "; 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 term. Lessor shall promptly
forward to Lessee any notice, bill or other statement received by Lessor con-
cerning any imposition. Lessee may pay any imposition in installments if so
payable by law, whether or not interest accrues on the unpaid balance.
Section 402. (a) Lessor and Lessee recite knowledge of the
decision of the Supreme Court of the State of Arkansas in Wayland v. Snapp,
232 Ark. 57, 334 S.W.2d 633, concerning the exemption of properties owned
by municipalities and used for developing industry and this factor was material
in the decision of Lessee to enter into this Lease Agreement. -
(b) Lessee reserves the right to contest any such tax or assess-
ment and shall not be required to pay the same so long as it is conducting any
such contest as long as Lessee takes such action as shall be necessary to prevent
the leased premises or any part thereof from being subjected to loss or forfeiture.
The Lessor hereby agrees that it will cooperate with the Lessee in resisting any
such taxes or assessments if and to whatever extent the Lessee may request.
Also, the Lessor covenants that it will not part with title to the leased premises
or any part thereof during the term or take any other affirmative action which may
reasonably be construed as tending to cause or induce the levy or assessment
of Impositions on the leased1ptiemises. ORD. BOOK
ARTICLE V
•
INSURANCE
Section 501. A. Lessee shall, at Lessee's sole cost and expense,
keep the leased premises insured against loss or damage in accordance with
the customary insurance practices of Lessee:
fi) Against the perils of fire and hazards ordinarily included under
standard extended coverage endorsements in amounts equal to the full insurable
value thereof within the terms of applicable policies; with the right in Lessee
to include a deductible in accordance with customary insurance practices of
Lessee and other similar operations, as determined by Lessee in the exercise
of its reasonable discretion;
(ii) Boiler and pressure vessel insurance to the amount determined
by Lessee in the exercise of its reasonable discretion as affording adequate
protection against explosion and damage if and so long as any boiler or pressure
vessel is operated on the land described in Exhibit A.
(iii) 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 deter-
mined from time to time at the request of Lessor, Lessee or Trustee (but not
more frequently than once in every forty -eight (48) months) by one of the
insurers 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:
5 ORD. 8001( PA^
(1) General Public Liability Insurance against claims for bodily injury
or death occurring upon, in or about the leased premises, with such insurance
to afford protection to the limits of not less than $200,000 in respect of bodily
injury or death to any one person and to the limit of not less than $500,000 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. Copies or certificates of the insurance provided for by this Article
shall be delivered by Lessee to the Lessor and the Trustee. And, 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 and the Trustee.
D. Policies of insurance provided for in Section 501 of this Article V
shall name the Lessor, the Lessee and the Trustee as insureds as their
respective interests may appear.
E. All insurance required by this Section 501 shall be effected with
insurance companies selected by the Lessee which are qualified in Arkansas.
Lessee shall cause appropriate provisions to be inserted in each insurance
policy making each policy non - cancellable without at least ten (10) days' prior
written notice to Lessor, Lessee and the Trustee. Also, 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 or the leased premises covered by the
insurance provided for by this Article V, however caused, but nothing in this
subsection E shall diminish Lessee's obligation to repair or rebuild as pro-
vided in Article XIII. 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.
16 ORD. EDO PACE LR
•
• •
ARTICLE VI
REPAIRS, MAINTENANCE AND ALTERATIONS
Section 601. Lessee shall throughout the term, at no cost and
expense to Lessor, maintain or cause to be maintained, and subject to the
provisions of Articles XIX and XXIII hereof, at the expiration of the term
hereof yield up, or cause to be yielded up, in good repair, order and condition,
reasonable wear and tear excepted, the leased premises.
Section 602. All property of any kind which may be on the Project
(whether 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 Project.
Section 603. All 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 the same, or any part thereof, during the term or within a reasonable
time thereafter, but Lessee shall at its own cost and expense repair any and
all damage resulting from or caused by their removal therefrom.
17
ARTICLE VII
USE - COMPLIANCE WITH ORDERS, ETC.
Section 701. Subject to the following provisions of this Section 701,
Lessor and Lessee agree that Lessee may use the leased premises for any
lawful purpose. Lessee shall during the term promptly comply with all valid
statutes, laws, ordinances, orders, judgments, decrees, regulations, directions
and requirements of all federal, state, local and other governments or govern-
mental authorities, now or hereafter applicable to the leased premises, as to
the manner of use or the condition of the leased premises. Lessee shall, how-
ever, have the right to contest any of the foregoing, and if compliance therewith
may legally be held in abeyance during such contest without incidence of any
liens on the leased premises, Lessee may postpone compliance until final
determination of such contest, provided such contest shall be prosecuted with
due diligence; and even though a lien against the leased premises may be incurred
by reason of such noncompliance, Lessee may nevertheless delay compliance
therewith during contests thereof, provided Lessee, if required, furnishes
Lessor reasonably satisfactory security against any loss by reason of such lien
and effecitvely prevents foreclosure thereof. Lessee shall during the term
comply with the mandatory requirements, rules and regulations of all insurers
under the policies required to be carried under the provisions of this Lease
Agreement.
Section 702. Lessor covenants that, to the fullest extent permitted
by law, it will not attempt to impose upon the use or occupancy of the leased
premises by the Lessee any law, ordinances, rules or regulations more bur-
densome or restrictive than those in effect upon the date of execution of this
Lease Agreement.
ORD. BOOK #PAGE # y3
•
�8
�,..ri
• •
•
ARTICLE VIII -
WORK PERFORMED BY LESSEE
.Section 801. Lessee shall not do or permit others under its control
to do any work related to any repair, rebuilding, alteration orreplacement of the
leased premises unless Lessee shall have first procured and paid for all requisite
municipal and other governmental permits and authorizations . Lessor shall join
in the application for any such permit or authorization whenever required, but
Lessee shall indemnify and hold Lessor harmless against and from all costs and
expenses which may be thereby incurred by Lessor. All such work shall be done
in a good and workmanlike manner and in compliance with all applicable laws,
ordinances, governmental regulations and requirements and in accordance with
the reasonable requirements , rules and regulations of all insurers under the
policies required to be carried by the provisions of this Lease Agreement,
•
ORD. BOOK
19 PAGE #—L=
ARTICLE DC
INDEMNIFICATION OF LESSOR AND TRUSTEE
Section 901. Lessee shall and agrees to indemnify and save Lessor
and the Trustee harmless against and from all claims by or on behalf of any
person, firm or corporation arising from any work or thing done on the leased
premises during the term, and against and from all claims arising during the term
from (1) any condition of the leased premises; (2) any breach or default on the
part of Lessee in the performance of any of its obligations under this Lease
Agreement; (3) any act or negligence of Lessee or of its agents, contractors,
servants, employees or licensees; or (4) any act or negligence of any assignee
or sublessee of Lessee, or of any agents, contractors, servants, employees or
licensees of any assignee or sublessee of Lessee. Lessee shall indemnify and
save Lessor and the Trustee harmless from and against all costs and expenses
incurred in or in connection with any such claim arising as aforesaid, or in con-
nection with any action or proceeding brought thereon, and upon notice from
Lessor, or the Trustee, Lessee shall defend them or either of them in any such
action or proceeding.
•
,;
CRD.
• e oo ;
20
.m •_ .i. .z ..3�5m�
• •
ARTICLE X
LESSOR MAY PERFORM LESSEE'S OBLIGATIONS
Section 1001. If Lessee shall fail to keep or perform any of its
obligations as provided in this Lease Agreement in respect of:
(1) maintenance of insurance (as provided for in Article V hereof);
(2) payment of impositions (as provided for in Article IV hereof);
(3) repairs and maintenance of the leased premises (as provided for
in Article VI hereof;
(4) compliance with insurance requirements;
(5) keeping the leased premises free of liens and encumbrances;
(6) making of any other payments or performance of any other obli-
gation, then, in that case, Lessor may (but shall not be obligated so to do) 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 additional but not exclusive remedy, make any such payment or perform
any such obligation, and all such sums paid by Lessor and all necessary inci-
dental costs and expenses incurred by Lessor in making such payment or perform-
ing such obligation shall be paid by Lessee 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 the Lessee in the payment of basic rent..
1
y3
21
1
i s
•
ARTICLE XI
PUBLIC UTILITIES AND CHARGES
Section 1101. Lessee agrees to pay or cause to be paid all charges
for utility services used, rendered or supplied to or for the Lessee upon or in
connection with the leased premises throughout the term of this Lease Agree-
ment and to indemnify Lessor and save it harmless against any liability or damage
on such account; provided, Lessee shall have the right to contest any such
charges which it considers unreasonable or not due and need not pay any such
charges during the contest so long as it does not permit the leased premises or
the interest of Lessor or Lessee therein to be foreclosed or encumbered.
/ 1
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22
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• ARTICLE XII
INSPECTION OF LEASED PREMISES
Section 1201. Lessee shall permit Lessor and the Trustee or either
of them, by their respective authorized representatives , to have access to the
leased premises for the purposes of inspecting the leased premises and per-
forming any work made necessary by reason of Lessee's default under any of the
provisions of this Lease Agreement; provided, however, the right of inspection
conferred hereby shall not apply to any item of leased premises which Lessee, in
the exercise of its discretion, determines to be secret because of technological
design or otherwise and the rights conferred upon Lessor by this Section shall,
to the extent possible, be exercised so as not to interfere with Lessee's business
operations. Lessor shall not be liable for inconvenience, annoyance, disturbance,
loss of business or other damage to Lessee suffered by reasonvof the performance
of any such work or the taking of any such action.
23
•
• •
ARTICLE XIII
DAMAGE OR DESTRUCTION
Section 1301. A. Lessee covenants and agrees that in the event
of damage to or destruction of the leased premises, or any part thereof, by
fire or other casualty, the Lessee shall immediately notify the Lessor and
the Trustee. Lessee shall, at no cost and expense to Lessor or Trustee,
proceed to restore, repair, rebuild or replace the leased premises as nearly
as possible to the condition they were in immediately prior to such damage
or destruction, subject to Lessee's rights under Article XXIII hereof. Any
item of machinery and equipment acquired as a replacement hereunder, or any
item acquired, in whole or in part, out of insurance proceeds under this
Article XIII, whether or not a replacement of or substitute for any Item of
- leased machinery and equipment damaged or destroyed, if the insurance
proceeds with which such item of machinery and equipment was purchased,
in whole or in part, were derived from insurance on property which was part
of the leased premises, shall be part of the leased premises and subject to
this Lease Agreement. Such restoration, repairs, replacements or rebuild-
ing shall be commenced as promptly as possible and prosecuted with reasonable
diligence.
B. All insurance money paid on account of such damage or destruction
shall be paid to the Trustee and applied as hereinafter set forth to the payment
of the cost of the aforesaid restoration, repairs, replacements or rebuilding,
including expenditures made for temporary repairs or for the protection of
property pending the completion of permanent restoration, repairs, replacements
or rebuilding, or to prevent interference with the business operated thereon
(sometimes referred to as the "restoration "). The insurance proceeds shall
be paid by the Trustee to the Lessee upon receipt by Lessor and the Trustee of:
•
A certificate signed by an officer of the Lessee
(1) requesting payment of a specified amount of such
insurance proceeds;
(2) detailing the restoration work involved; - and
(3) stating that no part of such cost has previously
been made the basis of any request for the with-
- drawal of insurance proceeds under this Article.
If the insurance money shall be insufficient to pay all costs of the restoration,
the Lessee shall pay the deficiency and shall nevertheless proceed to complete
the restoration and pay the cost thereof. Any balance of the insurance proceeds
remaining over and above the cost of the restoration shall be paid by the Trustee
to the Lessee upon receipt by the Lessor and the Trustee of certificates as
required by this Article to the effect ttat the restoration has been completed.
Pending disbursements as herein provided, the total amount collected
under any and all policies of insurance covering such damage or destruction
shall be paid into a special fund and the same may be invested in any invest-
ments in which the Trustee may invest amounts in the Construction Fund under
the Indenture. Such investments shall be made by the Trustee as directed and
designated by the Lessee.
Section 1302. 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, and Lessee
•
hereby waives the provisions of any statute or law now or hereafter in effect
contrary to such obligation of Lessee as herein set forth, or which releases
}
Lessee therefrom.
ORD. BOOK v
•
• •
•
ARTICLE XIV
CONDEMNATION
Section 1401. A. If during the term of this Lease Agreement title to
all or substantially all of the leased premises shall be taken or condemned by
a competent authority for any public use or purpose, then the Lease term 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 that event,
subject to the subsequent provisions of this Section, the condemnation award
shall belong to the Lessor and the Lessee hereby assigns the award to the
Lessor but the award shall be paid to the Trustee. In the event the net amount
awarded as damages or paid as a result of such taking (after deducting all
attorneys' fees and other expenses and costs in the condemnation proceedings)
together with the amount then in the Bond Fund, shall be insufficient to pay
in full, on the first interest paying date after receipt of the award for which the
required bond redemption notice can be given, all principal, interest, Trustee's
and Paying Agent's fees, redemption premiums and all other costs of redemption
(all of which, for purposes of this Section, shall be called "total bond
redemption expense "), Lessee agrees to pay, as additional rent hereunder,
the amount by which the total bond redemption expense shall exceed the net
amount awarded as damages or paid (less such fees, expenses and costs) as
a result of such taking plus the amount then on deposit in the Bond Fund. The
Lessee's agreement pertaining to this Section 1401 shall survive such termination.
For purposes of this Article XIV "all or substantially all of the leased premises"
shall be deemed to mean a taking of all of the leased premises or such a portion
that the Lessee, as determined by the Lessee in its sole discretion, cannot
reasonably operate in substantially the same manner as before. The Trustee ORD. BOCK r _°?.a_
06
is to apply the moneys in its hands to the payment and redemption of all the
outstanding bonds and in the event the net amount awarded as damages or paid
as a result of such taking (less such fees, expenses and costs), together with
the amount then in the Bond Fund, shall be in excess of the amount necessary
to pay the total bond redemption expense, if Lessee is not in default in any of
its other obligations under this Lease Agreement involving monetary matters,
such excess shall belong to and be paid to the Lessee, and if Lessee is in
default with reference to any of its monetary obligations, the amount of the
excess in excess of the amount necessary to satisfy said monetary obligations
with reference to which Lessee is in default shall be paid to Lessee. The
Lessor agrees that it will not voluntarily accept, without the prior approval of
the Lessee, any amount as damages, and the Lessor agrees that it will cooperate
with the Lessee with reference to any award with the end in view of obtaining
the maximum possible award justifiable as damages for the taking.
B. If less than all or substantially all of the leased premises (as
defined in A above) shall be taken or condemned by a competent authority for
any public use or purpose, neither the term nor any of the obligations of either
party under this Lease Agreement shall be affected or reduced in any way, and
(1) If any part of the leased premises is taken, Lessee shall
proceed to replace the same so as to maintain substantially
the same operating capacity and efficiency, to the extent
feasible, subject to Lessee's rights under Article XXIII
hereof; and
(2) The entire condemnation award shall be paid to the Trustee
and by it to the Lessee, and the Lessor hereby assigns the
same to the Lessee for the use of the Lessee in proceeding as
provided in (1) above. The award shall be transferred to
the Lessee in the same manner as is provided in Section
1201 with respect to insurance proceeds, provided that the
words "insurance proceeds" there referred to shall for pur-
poses of this subparagraph (2) refer to "condemnation -
award." If the net condemnation award is in excess of the
• amount necessary to replace as specified in (1) above, such
excess shall be paid to and belong to the Lessor and the
amount of such excess shall be credited against basic rent
•
ti7
. •
next thereafter provided to be paid by Lessee under the
provisions of Section 304 hereof, and Lessee shall not
be required to pay any basic rent thereafter except when
and to the extent basic rent becomes due and payable in
excess of the amount so credited. If such excess is
more than the remaining total basic rent obligations of
the Lessee hereunder, and if at that time Lessee is not
in monetary default with respect to any of its obligations
under this Lease Agreement, only that portion thereof
equal to the remaining total basic rent obligations of
Lessee shall be paid to and belong to the Lessor, and the
excess shall belong to and shall be paid to the Lessee. If
Lessee is in default with reference to any of its monetary
obligations, the amount of excess over and above the
amount necessary to satisfy said monetary obligations with
reference to which Lessee is in default shall be paid to
Lessee. If the net condemnation award is less than the
amount necessary for the Lessee to replace as set forth in
(1) above, the Lessee shall nevertheless complete the
replacement and pay the cost thereof; and
(3) If no part of the leased premises is taken, the net
condemnation award shall be paid to Lessor and credited
against basic rent obligations next thereafter provided to
be paid by Lessee under the provisions of Section 304
hereof, and the Lessee shall not be required to pay any
basic rent thereafter except when and to the extent basic
rent becomes due and payable in excess of the amount so
credited.
C. In the event of a taking under either A or B above, the Lessee
shall have the right to participate in and to prove in the condemnation proceed-
ings and to receive any award (by way of negotiation, settlement or judgment)
which may be made for damages sustained by Lessee by reason of the condem-
nation; provided, however, nothing in this subsection C shall be construed to
diminish or impair in any way Lessee's obligation under subsection A of this
Section 1401 to pay as additional rent the amount of any insufficiency of the
net condemnation award and the funds in the Bond Fund to pay the total bond
redemption expense as therein defined.
D. If the use for a limited period of all or part of the leased premises
shall be taken by right of eminent domain, this Lease Agreement shall not be
thereby terminated and the parties shall continue to be obligated under all of
its terms and provisions. If such taking is for a period of time ending on or prior
to the expiration of the term, Lessee shall be entitled to receive the entire
ORD. BOOK # c& PAGE # y 3
/c. CC77
•
award, with the exception of an amount sufficient to pay and discharge all
sums due Lessor from Lessee hereunder from the time Lessee's right of
possession is terminated to the expiration of the term; provided, however,
nothing herein shall interfere with Lessee's options to renew under Section
1901 which shall be applicable even though the use has been taken hereunder.
• Section 1402. In the event of a taking of all or substantially all of
the leased premises as provided in Section 1401 A, notwithstanding the
provision therein that the rent shall be paid to and adjusted as of the fifteenth
day after vesting of title in the taking authority, the Lessee agrees to continue
to make payment of the basic rent and the additional rent until the condemnation
award shall be actually received by the Lessor; provided, however, the Lessee
shall be repaid solely out of the net condemnation award the amount of rent so
paid after the date provided in Section 1401 A for the adjustment of rent. This
agreement to repay shall not be construed in any way to impair or diminish
Lessee's obligations under Section 1401 to pay as additional rent the amount of
any insufficiency of the net condemnation award and the funds in the Bond Fund
to pay the total bond redemption expense as therein defined.
Section 1403. Lessee shall have the right to participate in its
own name in any negotiations or condemnation proceedings, but at its own
expense, to resist or defend condemnation and to make any presentation or
conduct any proceedings in its discretion to the end of obtaining any proper
relief and, if the condemnation is concluded to the end of obtaining the maximum
condemnation award justified by the taking.
• Section 1404. Lessor covenants that it will not take or condemn,
or attempt to take or condemn, all or any part of the leased premises, and
hereby expressly waives any right of eminent domain with reference to the
leased premises.
'ORD. BOOK ;p r . -,
,
ARTICLE XV
ASSIGNMENT - CONSOLIDATION,
MERGER OR SALE
Section 1501. A. Lessee may assign this Lease or sublet the leased
premises or part thereof provided that no such assignment or subletting and no
dealings or transactions between the Lessor or the Trustee and any sublessee or
assignee shall except as otherwise provided by Section 1501 C relieve the
Lessee of any of its obligations under this Lease Agreement and Lessee shall
remain as fully bound as though no assignment or subletting had been made,
and performance by any assignee or sublessee shall be considered as perform-
ance pro tanto by-lessee.
B. It is understood and agreed that this Lease Agreement and /or the
rents hereunder may be assigned to the Trustee as security for the payment of
the principal of and interest on the bonds, but otherwise the Lessor shall make
no conveyance or assignment or disposition of all or any part of its rights, title
and interests in and to the leased premises and this Lease Agreement without
the prior written consent of the Lessee.
C. The Lessee will maintain its corporate existence and will not,
without the consent of the Trustee, dissolve, sell, lease or otherwise dispose
of all or substantially all of its assets; provided, however, that the Lessee
may, without the consent of the Trustee, consolidate with or merge into another
corporation, or sell to another corporation substantially all of its business and
assets, on the condition that such corporation shall expressly assume in writ-
s .
by all of the obligations of lessee contained in this Lease and that the net
worth of the other corporation after the consolidation, merger or sale be at least
equal to the net worth of the Lessee immediately prior to such consolidation,
rn 43
00
�h,. .J ld,a ..• e � n.u. ,i } • �. 'Yf� is u a. -1 "f� _._
merger or sale. In the event of the consolidation with or merger into another
corporation or the sale of all, or substantially all, of its business and assets
by the Lessee, as permitted by this subsection, and the assumption by the
other corporation of the obligations hereof, the Lessee shall be relieved from
all further obligations hereunder.
-
DRD. BOOK is
31
ARTICLE XVI
PRIORITY OF LEASE
Section 1601. Notwithstanding anything to the contrary in this Lease
Agreement this Lease Agreement (and any amendment or supplement hereto
executed in accordance with and pursuant to the provisions of this Lease Agree-
; ment) and the estate of Lessee hereunder are and shall continue to be superior
and prior to the Trust Indenture.
32 ORD. BOOK u___ _PAGE r 4/ 3
ARTICLE XVII
REMEDIES ARE CUMULATIVE - NO IMPLIED WAIVER
Section 1701. Lessor, Lessee and the Trustee 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 Agree-
ment, notwithstanding the availability of an adequate remedy at law, and each
party hereby waives the right to raise such defense in any proceedings in equity.
The specific remedies provided for in this Lease 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 XVIII
DEFAULT PROVISIONS
Section 1801. The following shall be "events of default" under this
Lease Agreement and the terms "event of default" or "default" shall mean,
whenever they are used in this Lease Agreement, any one or more of the
following events:
(a) Failure by the Lessee to pay the basic rent, any additional
rent payable hereunder or any part thereof and (1) continuation
of said failure for a period of five (5) days after notice by
telegram or if telegraphic service is not available after notice
by mail given to it by either the Lessor or the Trustee for the
Lessor that the rent referred to in such notice has not been
received or (ii) continuation of said failure for a period of
ten ..(10) days.
(b) Failure to insure the leased premises to the extent and in
the manner required by Section 501 of this Lease Agreement.
(c) Failure by the Lessee to observe and perform any covenant,
condition or agreement on its part to be observed or performed,
other than as referred to in subsection (a) of this Section,
for a period of thirty (30) days after written notice, specify-
ing such failure and requesting that it be remedied, given to
the Lessee by the Lessor or the Trustee unless the Lessor
and the Trustee shall agree in writing to an extension of
such time prior to its expiration.
(d) The dissolution or liquidation of the Lessee or the filing by the
Lessee of a voluntary petition in bankruptcy, or failure by the
Lessee promptly to lift any execution, garnishment or attach-
ment of such consequence as will impair its ability to carry
on its operations at the Project, or the commission by the
Lessee of any act of bankruptcy, or adjudication of the
Lessee as a bankrupt, or assignment by the Lessee for the
benefit of its creditors, or the entry by the Lessee into an
agreement of composition with its creditors, or the approval
by a court of competent jurisdiction of a petition applicable
to the Lessee in any proceeding for its reorganization insti-
tuted under the provisions of the general bankruptcy act, as
• amended, or under similar act which may hereafter be enacted.
The term "dissolution or liquidation of the Lessee," as used
in this subsection, shall not be construed to include the
cessation of the corporate existence of the Lessee resulting
either from a merger or consolidation of the Lessee into or with
another corporation or a dissolution or liquidation of the Lessee
. following a transfer of all or substantially all of its assets as
an entirety, under the conditions permitting such actions con-
tained in this Lease Agreement.
ORD. BOOK #_ PAGE # 3
34
• •
Section 1802. Whenever any event of default shall happen, the
Lessor or the Trustee may take any of the following remedial steps:
(a) The Lessor or the Trustee may, at its option, declare all
installments of rent payable for the remainder of the Lease
term to be immediately due and payable, whereupon the same
shall become immediately due and payable.
(b) The Lessor or the Trustee may re -enter and take possession
of the leased premises without terminating this Lease Agree-
ment, and sublease the leased premises for the account of
the Lessee, holding the Lessee liable for the difference in
the rent and other amounts payable by such sublessee in
such subleasing and the rents and other amounts payable by
the Lessee hereunder.
(c) The Lessor or the Trustee may terminate the Lease term,
exclude the Lessee from possession of the leased premises
and use its best efforts to lease the leased premises to
another for the account of the Lessee, holding the Lessee
liable for all rent and other payments due up to the effective
date of any such leasing.
(d) The Lessor or the Trustee shall have access to and inspect,
examine and make copies of the books and records and any
and all accounts, data and income tax and other tax returns
of the Lessee.
(e) The Lessor or the Trustee may take whatever action at law or
in equity may appear necessary or desirable to collect the
rent and any other amounts payable by Lessee hereunder, then
due and thereafter to become due, or to enforce performance
and observance of any obligation, agreement or covenant of
the Lessee under this Lease Agreement.
Any amounts collected pursuant to action taken under this Section shall
be paid into the Bond Fund and applied in accordance with the provisions of the
Indenture.
Section 1803. No remedy herein conferred upon or reserved to the •
Lessor or the Trustee is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given under this Lease Agreement or now or
hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof but any such right
or power may be exercised from time to time as often as may be deemed expedient.
•
35 ORD. BOOK
•
Section 1804. The foregoing provisions of this Article relating to
the receipt of moneys by Lessor as the result of an acceleration, upon a
reletting or otherwise, are each to be construed as providing that all such
payments by Lessee or others shall be made into the Bond Fund referred to
in Section 304 and Lessee's said obligations shall further be subject to the
provisions of Section 302(a)(2).
Section 1805. The Lessor is issuing the bonds pursuant to an
election made by it under Section 103 (c) (6) (D) of the Internal Revenue Code
of 1954, as amended by Public Law 90 -364. It is the intention of the parties
hereto that the interest on the bonds remain free from federal income taxation
and to that end the Lessee covenants with the Lessor, with the Trustee and
with each of the future holders of any of the bonds or interest coupons
appertaining thereto, as follows:
(1) Lessee covenants and agrees that it will never permit
the occurrence of the circumstances set forth in said
Section 103 (c) (6) (D) and (E) so as to cause the loss of
federal income tax exemption on the interest on the bonds.
(2) Should the interest on the bonds become taxable because
of the occurrence of the circumstances set forth in Section
103 (c) (6) (D) and (E) of the Internal Revenue Code of 1954,
as amended, Lessee agrees that within 30 days after de-
mand by the Trustee it will either,
(i) Purchase the leased premises (in which event Lessor
agrees to sell the leased premises) for a purchase price
of the full amount necessary under the provisions of the
Trust Indenture to pay or redeem (on the first day thereafter
on which all outstanding bonds may be redeemed after giving
the necessary notice) all outstanding bonds (including,with -
out limitation, principal, interest, redemption premiums ,if
any, expenses of redemption and the Trustee's and Paying
Agent's fees) , but after deduction of any amount then in the
Bond Fund and available for payment and redemption, or
(ii) Prepay rent in the full amount necessary under the
provisions of the Trust Indenture to pay or redeem (on the
first day thereafter on whi ch all outstanding bonds may be
redeemed after giving the necessary notice) all outstanding
bonds (including, without limitation, principal, interest,
redemption premiums ,if any, expenses of redemption and
the Trustee's and Paying Agent's fees) , but after deduction
of any amount then in the Bond Fund and available for pay -
ment and redemption, and thereafter to continue in possession
as Lessee with all provisions of the Lease Agreement (except
Lessee's basic rent obligations which shall be discharged)
. to continue in full force and effect at the extension annual
rental specified in Section 2001.
TS
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The obligation of the Lessee to either purchase or prepay rent, as above
specified, shall be mandatory and shall supersede any other option hereunder
so that upon redemption the redemption premium specified in the Trust Indenture
as applicable to a redemption by virtue of this Section 1805 must be paid.
The amount set forth above (the specified purchase price in (i) or the
specified amount of rent to be prepaid in (ii) shall constitute total compensation
to the Lessor and the •holders of the bonds as a result of an occurrence of the
circumstances set forth in Section 103(c)(6)(D) and (E) of the Internal Revenue
Code of 1954, as amended, and the resultant loss of federal income tax
exemption of interest on the bonds.
(3) The Lessor and Lessee will cooperate to the end of .
complying with any regulations, including any filing or
reporting requirements, that may be promulgated pursuant
to S ection 103(c)(6)(D) and (E) of the Internal Revenue
Code of 1954, as amended. A copy of each such filing
or report shall be promptly furnished to the Trustee. If
Lessor or Lessee is advised that an official determination
has been made that interest on the bonds has become
taxable because of the occurrence of the circumstances
set forth in Section 103(c)(6)(D) and (E) of the Internal
Revenue Code of 1954, as amended, Lessor or Lessee
shall promptly notify the Trustee of the same.
Section 1806. The Lessor and the Lessee covenant that neither of them
shall take any action or suffer or permit any action to be taken or condition
to exist which causes or may cause the interest payable on the bonds to be
subject to federal income taxation. Without limiting the generality of the fore-
going, the Lessor and the Lessee covenant that the proceeds of the sale of
bonds will not be used directly or indirectly in such manner as to cause the
bonds to be treated as "arbitrage bonds" within the meaning of Section 103(d)
of the Internal Revenue Code of 1954, as amended.
If
ORD. BOOK # _ Z PAGE # V-3
37
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ARTICLE XIX
LESSEE'S OPTIONS
Section 1901. Lessee shall have and is hereby granted the option
to extend this Lease and Agreement for six (6) extension terms of five (5)
years each for a basic annual rental of One Hundred Dollars ($100) per year,
payable in advance on the first business day of each year of the extension
term, plus the additional rentals heretofore provided in Article III hereof and
otherwise upon the terms, conditions and provisions of this Lease Agreement.
The option provided for herein shall be deemed automatically exercised by
Lessee (without requirement of any notice of exercise) unless thirty (30) days
prior to the end of the initial term or any extension term Lessee shall give
Lessor written notice by certified or registered mail (with or without return
receipt requested) that Lessee does not elect to have the lease term extended
beyond the then current initial or extension term.
Section 1902. A. Prior to November 1, 1982, the Lessee shall have
the right and option to purchase the leased premises if, but only if:
(1) The leased premises shall sustain major damage or
destruction; or
Title to all or substantially all of the leased premises
shall be condemned as provided in Article XV hereof; or
(iii) As a result of changes in the Constitution of the United
States or of the State of Arkansas, or of legislative action, or
by the final decree, judgment or order of any court or administra-
tive body entered after Lessee's contest thereof in good faith,
or change in Lessor's legal organization or status, this Lease
Agreement becomes void or unenforceable or impossible of per-
,
forrnance in accordance with the intent and purposes of the parties
as expressed in this Lease Agreement, or unreasonable burdens
or excessive liabilities are imposed upon either party to it; or
(iv) There is legal curtailment of Lessee's use and occupancy
of all or substantially all of the leased premises for any reason
other than condemnation referred to in subsection (ii); or
(v) This Lease Agreement is terminated prior to expiration of
its initial term, or any extension term, for any reason other than
default by the Lessee.
ORD. EOOK '//
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3S
The term "major damage or destruction" as used in subsection (1) is
defined to mean any damage or injury to or destruction of the leased premises
or any part thereof (whether or not resulting from an insured peril) such that
the leased premises cannot reasonably be restored to its condition immediately
preceding such damage, injury or destruction within a period of seventy -five
(75) working days, or which would prevent Lessee from carrying on its manu-
• facturing operations therein for a period of seventy -five (75) days or the resto-
ration cost of which would exceed the total amount of insurance carried on
the leased premises in accordance with the provisions of Article V hereof, or
such that it would not be economically feasible for the Lessee to repair the
leased premises; as determined by the Lessee in its discretion.
B. On and after November 1, 1982, and during the remainder of the
initial term and during any extension term, Lessee shall have the unconditional
right and option to purchase the leased premises at any time.
C. At the expiration of the initial term or any extension term and
for a period of ninety days thereafter (if the purchase options under the pro-
visions of Paragraphs A, B or C of this Article XX have not been exercised)
Lessee shall have the further unconditional right and option to purchase the
leased premises.
D. Purchase Price . The purchase price payable if the Lessee exer-
cises Lessee's option to purchase the leased premises under the provisions
of Paragraphs A and B or C of this Section, shall be the full amount necessary
under the provisions of the Trust Indenture to pay or redeem (on the first date
thereafter on which all outstanding bonds may be redeemed after giving the
necessary notice) all outstanding bonds (including, without limitation,
principal, interest, redemption premiums, if any, expenses of redemption
and the Trustee's and Paying Agent's fees) , but after deduction of any amount
then In the Bond Fund and available for payment and redemption. In any case,
oZ -_
If no bonds shall be outstanding at the time of purchase, or the redemption
or payment of the bonds shall be or have been otherwise provided for, the
the purchase price of the leased premises shall be One Hundred Dollars ($100).
E. Any of the foregoing options may be exercised by giving written
notice to Lessor, with a copy to the Trustee, of the exercise thereof speci-
fying the:time and place of closing. At the closing, Lessor shall, upon pay-
ment of the purchase price hereinabove specified, deliver to Lessee a general
warranty deed, bills of sale and other appropriate conveyance instruments
transferring good and merchantable title to the leased premises free and
clear of all liens and encumbrances except those to which title was subject
when leased hereunder„ or resulting from any failure of Lessee to perform
any of its obligations under this Lease Agreement; provided, however, that
if such option is exercised under the provisions of subparagraph A(iii) of this
Section, such title may be subject to the rights, titles and interests of any
party having taken or who is attempting to take title to or use of all or part
of the leased premises by eminent domain.
!%
ORD. BOOK
PAGE
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ARTICLE XX
NOTICES
Section 2001. All notices, demands and requests which may or are
required to be given by either party to the other or to the Trustee 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 (in the case of the Lessee any such personal service must be on an
executive officer at Lessee's home office in Bluffton, Indiana), or when sent
postage prepair by first class mail by deposit thereof in a duly constituted
United States Post Office of branch thereof located in one of the present states
of the United States of America in a sealed envelope addressed as follows:
If intended for Lessee:
Franklin Electric Co, , Inc.
Jacksonville, Arkansas 72076
Attention: Plant Manager
with copy to:
Franklin Electric Co., Inc.
Bluffton, Indiana 46714
Attention: President
If intended for Lessor:
City of Jacksonville, Arkansas •
Office of the Mayor
Jacksonville, Arkansas 72076 -
If intended for Trustee:
Any part or the Trustee may change the address and the name of
addressee to which subsequent notices are to be sent by notice to the other
parties given as aforesaid.
ORD. BOOK g & PAGE xt 11-
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ARTICLE XXI
LIMITATION OF LESSOR'S LIABILITY
Section 2101. This Lease Agreement is entered into under and pursuant
to the provisions of Act No. 9 and no provision hereof shall be construed so as
to give rise to a charge against the general credit of Lessor and any liability
of Lessor hereunder is limited to the interest of Lessor in the bond proceeds,
the leased premises, rentals and revenues derived from the leased premises,
insurance proceeds, condemnation proceeds and other avails thereof.
•
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ARTICLE XXII
GENERAL
Section 2201. This Lease Agreement shall be construed and enforced
in accordance with the laws of the State of Arkansas. Wherever in this Lease
Agreement is is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision
shall, even though not so expressed, be construed as an express covenant
to make such payment or to perform, or not to perform, as the case may be, such
act or obligation. _
Section 2202. If any provision of this Lease Agreement or the appli-
cation thereof to any person or circumstance shall, to any extent, be deter-
mined to be invalid or unenforceable, the remainder of this Lease 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 Agreement shall be
valid and shall be enforced to the fullest extent permitted by law.
Section 2203. The Article captions in this Lease Agreement are for
convenience and reference only and in no way define, limit or describe the
scope or intent of this Lease Agreement or any part thereof, or in anywise
affect this Lease Agreement, and shall not be considered in any construction
thereof.
Section 2204. It is agreed that after the bonds are fully paid and
discharged, or adequate provision is made for their payment and discharge,
and all proper fees and expenses of the Trustee are paid or adequate pro-
vision made for their payment, the Trustee shall cease to have any right,
title and interest in, to or under this Lease Agreement. Thereafter, all
DGn• BOOK PAGE
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rights of approval or other rights herein specified with reference to the
Trustee shall inure to the benefit of and be applicable to Lessor.
• Section 2205. It is agreed that in the event of any non - payment of
rent by Lessee or the failure or refusal by Lessee to observe, keep or per-
form any-other covenant, condition, promise or agreement set forth in this
Lease Agreement to be observed, kept or performed by the Lessee, the
Trustee shall be entitled, in the name of the Lessor, or in its own name (in
accordance with the provisions of the Trust Indenture) to enforce each and
every right and remedy herein accorded in this Lease Agreement to Lessor
in the event of the non - performance or non - observance by Lessee of any such
promise, covenant or agreement.
Section 2206. The provisions of this Lease 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 XV hereof).
Section 2207. It is agreed that the Lessor and the Lessee shall not
alter, modify or amend any of the terms of this Lease Agreement without the
prior written approval of the Trustee, which consent will not be unreasonably
withheld.
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y;) D. BOOK PAGE '.'
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ARTICLE XXIII
REMOVAL AND DISPOSAL OF PROPERTY
Section 2301. The Lessor and the Lessee recognize that after the
leased machinery and equipment is installed portions thereof may become
inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary in
the operation of the improvements in which the leased machinery and equip-
ment is installed as a modern manufacturing plant. The Lessor shall not be
under any obligation to renew, repair or replace any such inadequate, obso-
lete, worn out, unsuitable, undesirable or unnecessary items of the leased
machinery and equipment. In any instance where the Lessee in its sound
discretion determines that any items of the leased machinery and equipment
have become inadequate, obsolete, worn out, unsuitable, undesirable or
-
unnecessary,
A. The Lessee may remove such items of the leased machinery
and equipment and (on behalf of the Lessor) sell, trade iri,
exchange or otherwise dispose of them without any responsi-
bility or accountability to the Lessor or the Trustee therefor,
provided that the Lessee substitute (either by direct payment
of the cost thereof or by advance to Lessor of the funds
• necessary therefor, as hereinafter provided) and install any -
where in the improvements other machinery or equipment
having equal or greater utility (but not necessarily the same
function) in the operation of the improvements as a modern
manufacturing plant, and provided further than such removal
and substitution shall not impair the operating unity of the
_ improvements. All such substituted machinery or equipment
shall be the sole property of the Lessor, shall be and become
a part of the leased machinery and equipment subject to this
Lease Agreement and shall be held by the Lessee on the same
terms and conditions as items originally comprising the
machinery and equipment, or
B. .The Lessee may remove such items of the leased machinery
and equipment from the improvements and sell, trade in or
exchange them (in whole or in part) on behalf of the Lessor,
either to itself or to another, or scrap them (in whole or in
part), without being required to substitute and install in the
improvements other items of machinery or equipment in lieu
thereof, provided (1) that in the case of the sale of any such
leased machinery or equipment to anyone other than itself or
in case of the scrapping thereof, the Lessee pays into the
45
Bond Fund the proceeds from such sale or the scrap value
thereof, as the case may be, (2) that in the case of the
trade in of such leased machinery or equipment for other
machinery or equipment not to be installed in the improve-
ments, the Lessee pays into the Bond Fund the amount of the
credit received by it on such trade in, and (3) that in the
case of the sale of any such leased machinery or equipment
to the Lessee, the Lessee pays into the Bond Fund an amount
equal to the original cost thereof less depreciation at rates
• - calculated in accordance with generally accepted accounting
practice.
In any case where the Lessee purchases and installs and substitutes
any item of machinery or equipment, the Lessee may, in lieu of purchasing
and installing said items of machinery and equipment itself, advance to the
Lessor the funds necessary therefor, whereupon the Lessor will purchase
and install such machinery and equipment.
The Lessee will promptly report such removals, substitutions, sale s
and other dispositions of items of the leased machinery and equipment to the
Trustee, will pay to the Trustee such amounts as are required by the provisions
of the preceding Subsection B to be paid into the Bond Fund promptly after the
sale, trade in or scrapping requiring such payment, and will execute and
deliver to the Lessor and the Trustee such documents as may from time to
time be requested to conform the title of the Lessor (subject to this Lease
Agreement) to any items of machinery and equipment that under the provisions
of this Section are to become' a part of the leased machinery and equipment.
The Lessee will not remove, or permit the removal of any of the leased
machinery and equipment from the premises except in accordance with the
provisions of this Lease Agreement.
Section 2302. If requested by Lessor, Lessee shall furnish to Lessor,
within sixty (60) days after the end of each calendar year, Lessee's certificate
setting forth a summary description of all removals made pursuant to Section
2301.
ORD. LOOK PAGE # L /3
46
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Section 2303. Nothing in this Article XXIII, nor any acts of Lessee
or Lessor pursuant to the provisions of this Article XXIII, shall in any manner
modify, diminish or otherwise affect Lessee's basic and additional rent obli-
gations or any other obligations of Lessee hereunder.
•
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ARTICLE XXIV
RECORDING
i
Section 2401. This Lease and Agreement and every assignment
and modification thereof shall be recorded in the office of the Circuit Clerk
and Ex- OfficiorRecorder of Pulaski County, Arkansas.
•
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, 33 =
ORD, cC ■
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 the others, by their duly
authorized officials and officers as of the day and year first hereinabove
written.
CITY OF JACKSONVILLE, ARKANSAS
LESSOR
By •
Mayor
ATTEST:
City Clerk
(SEAL)
FRANKLIN ELECTRIC CO. , INC.
LESSEE
By
Title
ATTEST:
Title
(SEAL)
•
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49
• •
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF PULASKI'
On this day of , 1972, before me, a Notary
Public duly commissioned, qualified and acting, within and for the County
and State aforesaid, appeared in person the within named
and , Mayor and City Clerk, respectively, of the City
of Jacksonville, Arkansas, a municipality of the State of Arkansas, to me persona lly
known, who stated that they were duly authorized in their respective capacities
to execute the foregoing instrument for and in the name of the City, and further
stated and acknowledged that they had signed, executed and delivered the foregoing
instrument for the consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this day of , 1972.
Notary Public •
•
My commission expires:
•
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•
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3
ORD. BOOK - u - - -
JO
•
ACKNOWLEDGMENT
STATE OF • )
COUNTY OF
On this day of , 1972, before me, a Notary
public duly commissioned, qualified and acting within and for the County and
State aforesaid, appeared in person the within named and
and
respectively, of Franklin Electric Co., Inc., an Indiana corporation
authorized to do business in the State of Arkansas, to me personally well known,
who stated that they were duly authorized in their respective capacities to execute
the foregoing instrument for and in the name and behalf of the corporation, and
further stated and acknowledged that they had so signed, executed and delivered
the foregoing instrument for the consideration, uses and purposes therein mentioned
and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this day of , 1972.
Notary Public
My commission expires:
(SEAL)
ORD. BOOK # 'Z PAGE # 5�`
51
i -
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•
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EXHIBIT A
TO LEASE AND AGREEMENT BY AND BETWEEN THE CITY
OF JACKSONVILLE, ARKANSAS AND FRANKLIN ELECTRIC CO. , INC.
The following described real estate situated In Pulaski County,
Arkansas, to wit:
•
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•
•
.1
•
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ORD. B00} `_PAGE
0 Kr
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 the
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 here-
with are hereby repealed to the extent of such conflict.
Section 5. That there is hereby found and declared to be an immediate
need for the securing and developing of industry at the City 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 are 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
welfare, shall be in force and take effect immediately upon and after its passage.
PASSED: „i „ , 1972
APPR*'ED•
i / ay or
ATTEST:
Cfty Clerk
(SEAL)
APPROVED AS TO FORM;
2 �
QRD BOOK PAGE #
#_ .
E _. Race; GI by 11. Lta rney
4 •
CERTIFICATE
•
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 County of
Jacksonville, Arkansas, held at the regular meeting place of the Council of
said City at o'clock .m. on the day of
1972, 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
1972.
City Clerk
(SEAL)
•