11371I
ORDINANCE NO. _ 11071
AN ORDINANCE AUTHORIZING A LEASE AMID
AGREEMENT BY AND BETWEEN THE CITY OF
LITTLE ROCK, ARKANSAS AS LESSOR AND
DOWSMITH, INC., A DELAWARE CORPORATION,
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 AGREE-
MENT; AUTHORIZING THE ACCEPTANCE OF
GUARANTY AGREEMENTS; PRESCRIBING OTHER
MATTERS PERTAINING THERETO; AND DE-
CLARING AN EMERGENCY.
BE IT ORDAINED by the Board of Directors of the
City of Little Rock, Arkansas:
e t on 1. That there be, and there is hereby,
authorized the execution and delivery of a Lease and
Agreement wherein the City of Little Rock, Arkansas
(herein called "City ") is Lessor and Dow9mith, Inc., a
Delaware corporation (herein called "Daw9mith ") is Lessee
in substantially the form and with substantially the con-
tents hereafter set forth, and the Mayor and City Clerk
be, and they are hereby, authorized to execute, acknowledge
and deliver said Lease and Agreement for and on behalf of
the City. The form and contents of said Lease and Agree-
ment, which are hereby approved and which are made a part
hereof, shall be substantially as follows:
OHO_ 3
a -3
il
LEASE AND AGREEMENT
THIS LEASE AND AGREEMENT made this day of
1963 by and between the CITY OF LITTLE ROCK, ARKANSAS (herein re-
ferred to as "Lessor ") and DOWSMITH, INC., a corporation organized
under and existing by virtue of the laws of the State of Delaware
but authorized to do business in the State of Arkansas (herein re-
ferred to as "Lessee ");
W I T N E S S E T H:
WHEREAS Lessor is a duly organized and existing munici-
pality, 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 Board of
Directors, 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 by Act No. 48 of the Acts of
Arkansas of 1961 (herein called "Act No. 9 "); and
WHEREAS Lessee is authorized under its Articles of In-
corporation 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
i
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 Lessee is an associated company of The Dow Chemical
Company, a Delaware corporation (herein called "Dow ") and A. 0.
Smith Corporation, a New York corporation (herein called "Smith "),
with each owning fifty per cent (507.) of the outstanding capital
stock of Lessee, and Dow and Smith, concurrently with the delivery of
this Lease and Agreement, are executing and delivering art uncondition-
al Guaranty AgreementSguaranteeing the payment of the rentals and the
performance of all other covenants.and obligations of Lessee under
this Lease and Agreement with the guaranty of each (Dow and Smith)
being limited to fifty per cent (50X) of the amounts necessary to
insure the prompt performance of the commitments of Lessee under the
Lease and Agreement; and
WHEREAS Dow and Smith, respectively, are authorized under
the laws of the states of their incorporation and under their
Articles and By -Laws to enter into said Guaranty Agreements and to
perform all obligations set forth therein, and neither Dow nor
Smith is prohibited under the terms of any outstanding trust in-
dentures, deeds of trust, mortgages, loan agreements or other in-
struments or evidences of indebtedness of whatever nature from
entering into, executing and delivering the Guaranty Agreements and
fully discharging the covenants and obligations of each under the
Guaranty Agreements and each has affirmatively so represented to
Lessor, with the intent that Lessor rely thereon in the execution and
delivery of this Lease and Agreement; and
WHEREAS Lessor and Lessee hereby recite knowledge that
Lessor has undertaken to furnish the permanent financing of the
Project (hereafter described) by the issuance of Industrial Develop-
ment Revenue Bonds under Act No. 9 in the amount of not to exceed
Two Million, Five Hundred Thousand Dollars ($2,500,000), herein
referred to as the "bonds ", that pursuant to its undertaking to
furnish said permanent financing the Lessor as required by Act No. 9
submitted to its electors the question of issuing the bonds at a
special election called for the purpose and held on the 26th day of
February, 1963, that the electors approved the issuance of the bonds
at the special election, and that the Lessor will use the proceeds
of the bonds to furnish the permanent financing of the project
costs, hereafter defined; and
WHEREAS Lessor and Lessee recite knowledge that a bank
or trust company will be Trustee for the holders and registered
owners of the bonds, with the original Trustee being Worthen Bank &
Trust Company, Little Rock, Arkansas, and the bonds will be secured
by a Trust Indenture executed and delivered by and between Lessor
and the Trustee (the Trustee will be herein referred to as the
"Trustee" or the "Trustee for the bondholders "', and the Trust In-
denture, which will mortgage the Project as security for the payment
of the principal of and interest on the bonds, assign and pledge
the lease rentals hereunder and the revenues specified in the Trust
Indenture to the payment of the principal of and interest on the
bonds and otherwise state the terms and conditionsfupon which the
bonds are issued and secured, will be herein referred to as the
"Trust Indenture" or the "Indenture "); and
WHEREAS in reliance upon the proposal that Lessor would
furnish the permanent financing, in the manner hereafter described,
of the cost of acquiring lands and constructing thereon a factory
building and manufacturing improvements and facilities (herein
sometimes referred to as the "Project "), and lease the Project to
Lessee, in order to undertake and maintain a construction schedule
essential to the programmed industrial operations of Lessee (a
vital consideration in the location of the Project in Lessor) and
in order to expedite the antic ipated.public benefits hereunder by
avoiding delays which would otherwise occur before commencement of
construction while procedural requirements were being complied with
and the funds made available to Lessor, Lessee has acquired the
necessary lands from Industrial Development Company of Little Rock
at a price and upon terms and conditions satisfactory to Lessor and
Lessee, and Lessee has entered into an engineering contract for the
preparation of plans, specifications and drawings (with the engineers
involved being duly licensed under the laws of the State of Arkansas),
which will be herein referred to as the "Engineering Contract ", and
has entered into a contract for site improvements on the lands, which
will be herein referred to as the "Site Improvement Contract" and has
incurred other costs and expenses in connection with the Project
(all costs and expenditures heretofore made by Lessee as hereinabove
described being sometimes hereinafter referred to as "Reimbursable
Project Costs ");
NOW, THEREFORE, for valuable consideration, receipt of
which is hereby acknowledged by Lessor and Lessee, and in considera-
tion of the mutual benefits and covenants herein contained, Lessor
and Lessee AGREE as follows:
ARTICLE I
CONSTRUCTION OF PROJECT
Section 101, Concurrently with the delivery of this Lease
and Agreement;
(a) Lessor has acquired the fee simple title to the lands,
hereafter referred to in Section 201 of this Lease and Agreement,
as improved by wont under the Site Improvement Contract;
(b) Lessee has assigned to Lessor the Engineering Con-
tract and the benefit of all credits and moneys theretofore accrued
to and paid under the Engineering Contract by Lessee, and Lessor has
and does hereby assume and agree to perform the hereafter accruing
obligations of the owner under the Engineering Contract, and the
Engineering Contract has been initialed by a duly designated repre-
sentative of the parties hereto and a true copy delivered to each
party, and such initialed copies are by reference made a part of this
Lease and Agreement; and
(c) Lessor has paid to Lessee and Lessee acknowledges re-
ceipt of the sum of
Dollars
as full consideration for the acquisition of the
lands and full reimbursement to Lessee for moneys theretofore ex-
pended by Lessee for Reimbursable Project Costs.
Lessor agrees to construct a factory building, manufac-
turing improvements and facilities on said lands in accordance with
the plans, specifications and drawings prepared pursuant to the
Engineering Contract, and, in this regard, agrees to advertise
and award a construction contract for the construction of the Project.
The contractor, contract price, and contract terms and provisions
i
a
shall be subject to the approval of the Lessee and as soon as awarded
the contract (which will be herein referred to as the "Construction
Contract ") shall be initialed by a duly designated representative of
Lessee and an initialed copy delivered to each party, and such
initialed copies are by reference made a part of this Lease and
Agreement. Lessor covenants to cause the Project to be constructed
in accordance with the Construction Contract and to pay for the same
as provided in this Article I.
Lessor shall obtain all necessary approvals from any and
all governmental agencies requisite to the construction and the
Proj.ect shall be constructed and completed in compliance with all
federal, state and local laws, ordinances and regulations applicable
thereto. Upon completion of the Project, Lessor will furnish to
Lessee all required occupancy permits and authorizations from appro-
priate authorities, if any be required, authorizing the occupancy and
use of the Project by Lessee for the purposes contemplated by Lessee.
It is understood that Lessee proposes to operate the Project for
the manufacturing of glass reinforced epoxy tubular goods and
dielectric electrical goods and such other items as Lessee shall
elect to manufacture. Lessor shall not amend, modify or authorize
or undertake any changes, alterations, extras or additions to or
from the Construction Contract until the same shall have been sub-
mitted to Lessee and until both Lessor and Lessee, through their
designated representatives, shall have agreed in writing to such
changes, alterations, extras or additions. Lessor shall, however,
cause to be made and shall authorize all reasonable requests by
Lessee for changes, or for additional or extra work. All requests,
approvals and agreements required on the part of Lessor and on the
A
1 !
part of Lessee shall be in writing signed by a duly authorized
representative of the party making such request, entering into such
agreement or granting such approval. With reference thereto, the
duly designated representative of Lessor is the City Manager of
Lessor, and concurrently with the delivery of this Lease and Agree-
ment, Lessee shall furnish Lessor the name and signature of the
duly designated representative or representatives (Lessee may have
more than one representative and may change the representative or
representatives from time to time with each change to be in a writing
forwarded to Lessor).
Section 102. Lessor and Lessee agree that the project
costs, hereafter defined, will not exceed the sum of Two Million,
Five Hundred Thousand Dollars ($2,500,000) (or the principal amount
of the bonds issued by Lessor if said principal amount is less than
$2,500,000), plus any income from investments of moneys in the
Construction Fund, hereafter referred to, and less any losses on
investments of moneys in the Construction Fund, but that if the
project costs should exceed said amount, the Project will be'com-
pleted and Lessee hereby agrees to pay, at no cost or expense to
Lessor, the entire amount of the excess, if any, of the project
costs over and above said amount. Project costs, as that term is
used in this Lease and Agreement, shall include all costs and ex-
penses of every nature incurred in acquiring and constructing the
Project, all costs and expenditures incidental thereto, all reason-
able costs and expenses incurred in connection with the issuance of
the bonds, and the amount necessary to provide for debt service on
the bonds until lease rentals are available to pay the principal of
and interest on the bonds as the same become due and payable,
including, without limitation, the following:
(a) The amount paid to Lessee under the provisions of
Section 101(c) of this Lease and Agreement;
Contract;
(b) All amounts paid by Lessor under the Construction
(c) Amounts paid by Lessor for extras, changes or additions
agreed to by Lessor and Lessee in accordance with the provisions of
Section 101;
(d) Debt service on the bonds until lease rentals are
available under the terms of this Lease and Agreement in sufficient
amounts to provide for the payment of the principal of and interest
on the bonds until the same become due and payable;
(e) All reasonable costs and expenses incurred by Lessor
in the approval, authorization and issuance of the bonds; and
(f) Such other and additional fees, costs, expenses and
expenditures of whatever nature incidental or pertaining to the
Project as may from time to time be agreed upon in writing by Lessor
and Lessee, in accordance with the provisions of Section 101, as
constituting part of the project costs.
Lessor and Lessee agree that, concurrently with the de-
livery of the bonds, the proceeds will be handled as follows:
(1) The amount called for by Section 101(c) hereof
shall be disbursed to Lessee; and
(2) The remainder of the proceeds shall be deposited in
a Construction Fund to be established by the Lessor pursuant to the
terms of the Trust Indenture.
It shall be provided in the Trust Indenture (the form
and contents of which shall be submitted to and must be approved by
f
� r
the Lessee) that the moneys in the Construction Fund shall be dis-
bursed solely for the payment of project costs, and that said moneys,
while in the Construction Fund, shall be secured, invested and dis-
bursed in strict accordance with the provisions of the Trust In-
denture 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 and the Lessee shall be credited with
said amount against Lessee's basic rent obligations set forth in
Section 203 of this Lease and Agreement, with such credit to be
against basic rent obligations as the same become due and payable
under Section 203, beginning with the first installment of basic
rent due thereafter, and 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.
Section 103. Lessee and its agents, servants, employees
and representatives shall have free access to the Project during
construction and shall have the right to store and install machinery,
equipment, fixtures, supplies and other personal property during
construction so long as any such activities on the part of Lessee
do not unreasonably interfere with the work under the Construction
Contract. Immediately upon completion, Lessor will deliver full
possession of the Project to Lessee and Lessee agrees to enter into
the possession of and to occupy the same under and pursuant to the
terms of this Lease and Agreement. Lessor covenants that the
Lessee, upon paying the rentals and performing all covenants, obli-
gations and agreements on the part of Lessee to be performed under
this Lease and Agreement,-shall and may peaceably and quietly have,
hold and enjoy the leased premises for the term of this Lease and
Agreement.
c
Section 104. Lessor agrees to take such action and in-
stitute such proceedings as shall be necessary to cause and require
all contractors and material suppliers to complete their contracts
diligently in accordance with the terms of the Construction Con-
tract including, without limitation, the correcting of any de-
fective work, with all expenses incurred by Lessor in connection
with the performance of its obligations under this Section 104 to be
considered part of the project costs as defined in Section 102, and
Lessor agrees that the Lessee may, from time to time, in its own
name, or in the name of Lessor, take such action as may be necessary
or advisable, as determined by Lessee, to insure the construction
of the Project in accordance with the terms of the Construction
Contract, to insure the peaceable and quiet enjoyment of the leased
premises for the term of the Lease and Agreement, and to insure the
performance by Lessor of all covenants and obligations of Lessor
under this Lease and Agreement, but with all costs and expenses in-
curred by Lessee in connection therewith to be considered as part
of the project costs as defined in Section 102.
r
ARTICLE II
TERM OF LEASE AND RENTAL
Section 201. Lessor, for and in consideration of the
rents, covenants and agreements herein reserved, mentioned and con-
tained, 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 and Agreement expressed,
the following:
(a) The lands situated in Pulaski County, Arkansas, des-
cribed in Exhibit A attached hereto and made a part hereof.
(b) The factory building and other manufacturing facili-
ties and improvements erected or at any time hereafter erected and
installed on the lands described in (a) above, pursuant to the terms
of this Lease and Agreement.
(c) All accretions, easements, rights of way and
appurtenances belonging or in any wise appertaining to the lands and
Improvements described in (a) and (b) above.
The properties described in (a), (b) and (c) above are
herein collectively referred to as the "leased premises ".
TO HAVE AND TO SOLD the leased premises unto the Lessee
for the term of this Lease and Agreement as hereafter set forth.
Section 202. The initial term of this Lease and Agreement
shall commence May 2, 1963 and shall end at midnight May 1, 1983.
Section 203. (a) Basic Rent.
(1) Subject to the credit provided for in Section 102,
Lessee covenants to pay Lessor, in the manner hereafter set forth
in Section 204, basic annual rent as follows, payable semiannually
on the dates and in the amou -ats indicated:
October 20, 1963
$ 50,000
April 20, 1964
133,000
October 20, 1964
48,:340
April 20, 1965
1355,340
October 20, 1965
469600
April 20, 1966
1369600
October 20, 1966
44,800
April 20, 1967
1389800
October 20, 1967
423,920
April 20, 1968
1401,920
October 20, 1968
402960
April 20, 1969
142,960
October 20, 1969
38,920
April 20, 1970
1442920
October 20, 1970
36,800
April 20, 1971
1469800
October 20, 1971
349600
April 20, 1972
1499600
October 20, 1972
32,300
April 20, 1973
1519300
October 20, 1973
291,920
April 20, 1974
1539920
October 20, 1974
279440
April 20, 1975
1569440
October 20, 1975
24,860
April 20, 1976
158,860
October 20, 1976
229180
April 20, 1977
1629180
October 20, 1977
199380
April 20, 1978
1653,380
October 20, 1978
16,460
April 20, 1979
1689460
October 20, 1979
130420
April 20, 1980
1712420
October 20, 1980
109260
April 20, 1981
1742260
October 20, 1981
69,980
April 20, 1982
177,980
October 20, 1982
395.60
April 20, 1983
181,560
Opo'3z
c -I
M
(2) If at any time the amount in the Bond Fund, hereafter
referred to in Section 204, is sufficient to pay in full the princi-
pal of (including redemption premiums, if any) and interest on all
the outstanding bonds, either at maturity or on earlier redemption,
then no further basic rent shall be payable hereunder during the
initial term and any funds held in the Bond Fund in excess of the
amount required to pay in full the principal of (including redemption
premiums, if any), interest on and Paying Agent's fees in connection
with all outstanding bonds, either at maturity or on earlier redemp-
tion, shall be refunded to Lessee as excess rent.
DI Additional Rent.
Lessee shall pay as additional rent the fees of the Paying
Agent of the bonds and the expenses and charges payable to the
Trustee, as provided in the Trust Indenture, and all impositions
(as defined in Section 301), costs, expenses, liabilities, obliga-
tions and other payments of whatever nature which Lessee has agreed
to pay or assume under the provisions of this Lease and Agreement.
If at any time any amounts paid by Lessee to the Lessor or the
Trustee or to a third party as or representing additional rent
bereunder are or become in excess of the amounts required for the
purpose for which they were paid, such excess shall be refunded to
the Lessee.
(c) So long as any of the bonds, or coupons relating
thereto, shall be outstanding and unpaid, or until payment thereof
has been duly provided for, the basic rent and the additional rent
shall be certainly payable on the dates or at the times specified
without notice or demand, and without abatement or set off, and re-
gardless of any contingencies whatsoever, and notwithstanding any
1 1
}
circumstances or occurrences that may now exist or that may here-
after arise or take place, including, but without limiting the
generality of the foregoing:
(1) The unavailability of the leased premises for use
and occupancy by the Lessee at any time by reason of the failure to
complete the 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 leased premises, or
any part thereof (except in the event Lessee exercises the option to
purchase and pays the purchase price specified in Section 1303
hereof);
(3) Condemnation under the power of eminent domain of title
to all or any part of the leased premises or of the right of temporary
use of all or any part of the leased premises (except in the case of
the taking of title to all or substantially all and the payment by
Lessee of the additional rent in the amount that the total bond re-
demption expense exceeds the net amount awarded as damages plus the
funds in the Bond Fund, as specified in Section 1401A, and except in
the event Lessee exercises the option to purchase and pays the pur-
chase price specified in Section 1403);
(4) Legal curtailment of Lessee's use and /or occupancy
of the leased premises or any part thereof; and
(5) Any default of the Lessor under this Lease and Agree-
ment.
Section 204. Payments of basic rent shall be made to
Lessor by Lessee remitting the same directly to the Trustee, for the
account of Lessor, and Lessor shall cause appropriate provisions to
be included in the Trust Indenture directing the Trustee to deposit
s
i
the basic rent payments in the Bond Fund provided for in the Trust
Indenture to be used and app�ied by the Trustee as provided in the
Trust Indenture. Lessor agrees to cause the Trustee to furnish
Lessee at reasonable intervals, as requested by Lessee, an account-
ing of the funds in the Bond Fund, including the amount of hoods paid
and outstanding. Additional rent specified in Section 203(b) shall
be paid by Lessee remitting the same directly to the Trustee,for the
account of Lessor, in the case of Paying Agent's fees and in the case
of Trustee's expenses and charges (it being understood that the Pay-
ing Agent shall be the same as the Trustee) and either making direct
payment in the case of impositions and other costs, expenses, lia-
bilities, obligations and payments or reimbursing Lessor or Trustee
if, pursuant to the provisions of this Lease and Agreement, Lessor
or Trustee shall make payment thereof.
11
ARTICLE III
TAXES AND ASSESSMENTS (IMPOSITIONS)
Section 301. Subject to the provisions of Section 302,
Lessee shall pay all taxes and assessments, general and special, if
any, levied and assessed on the leased premises during the term, and
all water and sewer charges, assessments, and other govermental
charges and impositions whatsoever, foreseen and unforeseen, which if
not paid when due, would impair the lien of the Trust Indenture on
the leased premises or the security of the bonds, or encumber Lessor's
title, all of which are herein called "impositions "; provided, how-
ever, 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 install-
ments if so payable by law, whether or not interest accrues on the
unpaid balance.
Section 302. The parties hereto recite knowledge of the
decision of the Supreme Court of the State of Arkansas in Way- land
v_.
Snapp, 232 Ark. 57, 334 S. W. 2d 633, concerning the exemption of
properties owned by municipalities and used for securing and develop-
ing industry under and pursuant to the provisions of Act No. 9.
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 ad valorem taxes on the
leased premises, and should any such assessment or levy be threatened
10
or occur, it will, at Lessee's request, fully cooperate with Lessee
in all reasonable ways to co -Lest any such levy or assessment. Lessee
shall have the right in its own name to contest the validity or amount
of any imposition by appropriate proceedings timely instituted, pro-
vided Lessee gives Lessor and the Trustee written notice of its in-
tention to contest and diligently prosecutes such contest and at all
times effectively stays or prevents any official or judicial sale of
the leased premises by reason of non- payment of any imposition.
Lessee agrees to and shall held Lessor whole and harmless from any
costs and expenses related to any such contest and Lessee shall
promptly pay any valid final adjud °cation enforcing any imposition
and shall cause any final adjudication to be satisfied of record.
J
ARTICLE IV
INSURANCE
Section 401. A. Lessee shall, at Lessee's sole cost and
expense, keep all improvements constituting part of the leased
premises insured against loss or damage by fire and the hazards
ordinarily included under standard extended coverage endorsements in
effect from time to time in Arkansas in amounts sufficient to prevent
Lessor or Lessee from becoming a co- insurer within the terms of
applicable policies, and subject to deductibles customarily assumed
by Lessee.
B. At all times during the term, Lessee shall, at no
cost or expense to Lessor, maintain or cause to be maintained:
M 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 limit 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. The insurance required by this Article IV shall be
maintained
in
full force
and effect at all times during the term of
this Lease
and
Agreement,
except:
(i) The insurance required by Section 401 A. need not be
placed into force and effect until the completion of the construction
a
of the Project, provided, however, that in no event shall the in-
surance required by Section 401 A. be placed into force and effect
later than the expiration of the builder's risk insurance carried
pursuant to the provisions of the Construction Contract; and
(ii) The insurance required by Section 401 B. need not be
placed into force and effect until Lessee occupies the Project, either
upon completion or before completion in the event Lessee undertakes
to perform work or store materials and supplies in the Project prior
to completion as permitted by the provisions of Section 103 hereof.
D. Copies or certificates of the insurance provided for
by this Article, each bearing notations evidencing payment of the
premiums or other evidence of payment satisfactory to the Lessor and
the Trustee, 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, each bearing
notations evidencing payment of the premiums or other evidence of
payment satisfactory to the Lessor and the Trustee, shall be de-
livered by Lessee to Lessor and the Trustee.
E. Policies of insurance provided for in Section 401 A.
of this Article IV shall name the Lessor and the Lessee as insureds
as their respective interests may appear, provided, however, that
the Trustee shall also be named as a party insured pursuant to a
standard mortgagee clause as its interests may appear.
F. All insurance required by this Section 401 shall be
effected with insurance companies authorized to do business in
Arkansas to be selected by Lessee. Lessee shall cause appropriate
.,provisions to be inserted in each insurance policy making them non -
'i�ancellable 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 covered by the
insurance provided for by this Article IV, however,caused, but
nothing in this sub - section F. shall diminish Lessee's obligation to-
repair or rebuild as provided in Article XIII.
y
ARTICLE V
REPAIRS A.M. MAINTENANCE OF
PREMISES AND ALTERATIONS
Section 501. Lessee shall throughout the term, at no
cost and expense to Lessor, maintain, or cause to be maintained, and
at the expiration of the term hereof yield up-or cause to be yielded
up, in good and tenantable repair, order and condition, reasonable
wear and tear excepted, the buildings and improvements now or at any
time erected on the lands included in the leased 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 502. Lessee shall have the right from time to
time to make additions, alterations and changes in or to the im-
provements 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 manufactur-
ing purposes. It is understood and agreed that in the event the
Lessee makes any additions, alterations and changes in or to the
Improvements constituting part of the leased premises as authorized
by this Section 502, 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 503. All improvements and alterations made on
the leased premises by or on behalf of Lessee shall immediately
3
upon completion thereof be and become the property of the Lessor
without payment therefor by Lessor but subject to this Lease and
Agreement. All machinery and equipment, trade fixtures, movable
partitions, furniture and furnishings installed at the expense of
Lessee shall remain the property of the Lessee with the right of re-
moval, 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 to the leased premises resulting from or caused by their re-
moval therefrom.
ARTICLE VI
USE OF PREMISES COMPLIANCE WITH ORDERS_ , ETC.
Section 601. Subject to the following provisions of this
Section 601, Lessor and Lessee agree that Lessee may use the premises
for any lawful purpose. Lessee shall during the term promptly comply
with all valid and enforced statutes, laws, ordinances, orders, judg-
ments, decrees, regulations, directions and requirements of all
federal, state, local and other govermnents or govermnental authori-
ties, now or hereafter applicable to the leased premises or to the
adjoining public ways, as to the manner of use or the condition of
the leased premises or of adjoining public ways. Lessee shall, how-
ever, have the right to contest any of the foregoing, and if compli-
ance 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, pro-
vided-such contest shall be prosecuted with due diligence; and even
though a lien against the leased premises may be incurred by reason
of such non - compliance, Lessee may nevertheless delay compliance
therewith during contests thereof, provided Lessee, if required, fur-
nishes Lessor reasonably satisfactory security against any loss by
reason of such lien and effectively 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 and Agreement.
Section 602. Lessor agrees that it will not adopt any laws,
ordinances, rules or regulations which will interfere with the normal
use of the leased premises for manufacturing purposes except where
necessary to avoid or eliminate demonstrated injury to the health
of the public, generally.
`
i I
ft
ARTICLE VII
WORK PERFORMED BY LESSEE
Section 701. Lessee shall not do or permit others under
its control to do any work on the leased premises related to any
repair, rebuilding, alteration of or addition to the impravAments
constituting part 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 building, zoning, and other laws,
ordinances, governmental regulations and requirements and in ac-
cordance with the requirements, rules and regulations of all in-
surers under the policies required to be carried by the provisions
of this Lease and Agreement.
ARTICLE VIII
ME^NANICS' LIk'MS
Section 801. If any lien shell be filed against the in-
terest of Lessor, Lessee, or the Trustee in the leased premises or
asserted against any rent payable hereunder, by reason of %cork,
labor, services or materials supplied or claimed to have been
supplied on or to the leased premises at the request or with the
permission of Lessee, or anyone claiming under Lessee, Lessee shall,
within thirty (30) days after notice of the filing thereof or the
assertion thereof against such rents, cause the same to be dis-
charged of record, or effectively prevent the enforcement or fore-
closure thereof against the leased premises or such rents, by con-
test, payment, deposit, bond, order of court or otherwise. Nothing
contained in this Lease and Agreement shall be construed as con-
stituting the express or implied consent to or permission of Lessor
for the performance of any labor or services or the furnishing of
any materials that would give rise to any such lien against Lessor's
interest in the premises.
Ooo -3�
�-1
ARTICLE IX
INDEMNIFICATIMI OF LESSOR AND TRUTTEE
Section 901. Commencing with the completion of the Pro-
ject, or when the Lessee takes possession if prior to the comple-
tion of the Project, 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 the con-
duct or management of, or from any work or thing done on, the leased
premises during the term, and against and from all claims arising
during the term from (a) any condition of the leased premises, (b)
any breach or default on the part of Lessee in the performance of
any of its obligations under this Lease and Agreement, (c) any
act or negligence of Lessee or of any of its agents, contractors,
servants, employees or licensees, or (d) any act or negligence
of any assignee or sublessee of Lessee, or of any agents, con-
tractors, 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 in-
curred in or in connection with any such claim arising as aforesaid,
or in connection 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.
r
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 and Agreement in
respect of: (a) maintenance of insurance; (b) payment of imposi-
tions; (c) repairs and maintenance of the leased premiscs; (d)
compliance with legal or insurance requirements; (e) keeping the
leased premises lien free; or (f) making of any other pdyment 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 additional 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 there -
after 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 XI
PUBS?' 'LITIES AND CHARGES
Section 1101. 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 su2plied to or
for the Lessee upon or in connection with the leased premises
throughout the term of this Lease nd Agreement, and to indemnify
Lessor and save it harmless against any liability or damage on such
account.
i
ARTICLE XII
INSPECTION CIF PREMISES BY LESSOR
Section 1201. Lessee shall permit Lessor and the Trustee,
or either of them, by their respective authorized representatives,
to enter the leased premises at all reasonable times during usual
business hours for the purpose of inspection, and for the per-
formance of any work therein made necessary by 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 equip-
ment and shall not be liable for inconvenience, annoyance, distur-
bance, 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.
I
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. If the damage is in an amount of
$50,000 or less, Lessee shall proceed to restore, repair, or rebuild
the same to the extent, if any, required so that, in the judgment of
Lessee, the Project is suitable for use for Lessee's purposes under
this Lease and Agreement. If the damage exceeds $50,000, Lessee
shall, at no cost and expense to Lessor or Trustee, proceed to re-
store, repair or rebuild the same as nearly as possible to the con-
dition they were in immediately prior to such damage or destruction,
subject to such alterations as Lessee may elect to make in conformity
with the provisions of Article V hereof.
B. All insurance money paid on account of such damage or
destruction shall be applied to the payment of the cost of the afore-
said restoration, repairs, replacements, rebuilding or alterations,
including expenditures made for temporary repairs or for the pro-
tection of property pending the completion of permanent restoration,
repairs, replacements, rebuilding or alterations to the leased
premises, or to prevent interference with the business operated
thereon (hereinafter sometimes referred to as the "restoration ").
The insurance proceeds shall be paid to the Lessee upon receipt
by Lessor and the Trustee of a certificate signed by an officer
of Lessee that the restoration has been made, or is in the process
of being made in accordance with the provisions of sub - section A.
If the insurance money shall be insufficient to pay all costs of the
restoration, the Lessee shall pay the deficiency and shall neverthe-
less 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 to the Lessee upon receipt
by the Lessor and the Trustee of certificates as required by this
Article to the effect that the restoration has been comr1eted.
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 agree-
ments on the part of Lessee to be performed shall not be affected by
any such destruction or damage and Lessee hereby waives the pro-
visions 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.
Section 1303. Notwithstanding the provisions of the fore-
going Sections of this Article XIII, Lessee shall not be required to
repair, restore, or rebuild the leased premises, or any part thereof,
if Lessee, pursuant to the provisions of Article XVX shall elect to
purchase the leased premises and shall proceed to pay the purchase
price specified in Article XIX. If Lessee shall so elect and shall
pay the specified purchase price, the proceeds of all insurance shall
be paid to Lessee.
ARTICLE XIV
CONDEMNATION
Section 1401. A. If during the term of this Lease and
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 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.
The Lessor and Lessee will participate in the condemnation proceeding
and award in accordance with paragraph "C" hereof. In the event the
net amount awarded Lessor as damages or paid as a result of such
taking (after deducting all attorneys' fees and other expenses and
costs in the condemnation proceeding), together with the amount then
in the Bond Fund, exclusive of the reserve for contingencies, shall
be insufficient to pay in full, on the first interest paying date
after receipt of the award and after the required bond redemption
notice can be given, the amount necessary to pay all principal, in-
terest, 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 sub-
stantially all of the leased premises" shall be deemed to mean a
a
taking of all of the leased premises or a taking of such a portion
of the leased premises that the Lessee cannot reasonably operate
in the remainder in substantially the same manner as before. In the
event the net amount awarded Lessor as damages or paid as a result of
such taking as defined above, together with the amount then in the
Bond Fund, exclusive of the reserve for contingencies, 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 and Agreement involving monetary matters, such
excess shall belong to and shall be paid to the Lessee, and if
Lessee is in default with reference to any of its monetary obliga-
tions, 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.for a taking, 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 justi-
fiable as damages for the taking.
B. If less than substantially all of the leased premises
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 and Agreement shall be affected or
reduced in any way except that Lessor and Lessee will participate
in the condemnation proceedings and award in accordance with para-
graph "C" hereof, and
(i) If any part of the improvements on the
leased premises is taken, Lessee shall proceed
to repair or rebuild the remaining part as nearly
as possible to the condition existing prior to
such taking, to the extent that the same may be
feasible, subject to the right on the part of
the Lessee to make alterations so as to improve
the efficiency of the improvements; and
(ii) The entire condemnation award to Lessor
shall be paid to the Lessee and the Lessor
hereby assigns the same to the Lessee for the
use of the Lessee in repairing and rebuilding
as provided in (i) above. If the net condemna-
tion award is in excess of the amount necessary
to repair and rebuild as specified in (i) above,
such excess shall be paid to and belong to the
Lessor and the Lessee shell be credited against
basic rent next thereafter provided to be paid
by Lessee under the provisions of Section 203
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 default with
respect to any of its obligations under this
Lease and Agreement, only that portion thereof
equal to the remaining total basic rent obliga-
tions of Lessee shall be paid to and belong
to the Lessor. If the net condemnation award
is less than the amount necessary for the Lessee
to repair and rebuild as set forth in (i)
above, the Lessee shall nevertheless complete
the repair and rebuilding work pay the
cost thereof; and
(iii) If no part of the improvements is taken,
the net condemnation award to the Lessor shall
be paid to Lessor and credited against basic
rent obligations next thereafter provided to
be paid by Lessee under the provisions of Sec-
tion 203 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 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 condemnation; provided, however, nothing in this sub - section C.
shall be construed to diminish or impair in any way Lessee's obliga-
tion under sub - section 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 ex-
pense 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 and 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 amount of the award made for such taking, whether
by way of damages, rent or otherwise. If such taking is for a period
of time which extends beyond the expiration of the initial term, or
any renewal if Lessee exercises any of its options to renew under
Article XIX hereof, Lessee shall be entitled to receive that portion
of the entire award allocable to the period of time from the date of
such taking to the date of the expiration of the term and Lessor
shall be entitled to the amount allocable to the remainder of such
periods after an amount has been deducted for the Lessee if necessary
to make up any deficit which has been required of the Lessee because
the Lessee's award was not sufficient to pay the basic and additional
rent and other charges under this Lease and Agreement. Provided,
however, if Lessee exercises its option to purchase under Article XIX
hereof, the entire amount of the award shall belong to and shall be
paid to Lessee.
A
Section 14 02. In the event of a taking of all or sub-
stantially 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 pay-
ment of the basic rent and the additional rent until the condemna-
tion award shall be actually received by the Lessor; provided, how-
ever, the Lessee shall be repaid sclely 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 obliga-
tions 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. Notwithstanding the fact that all or any
part of the leased premises shall be taken by right of eminent
domain, Lessee shall have the right to exercise any option granted
to it by the provisions of Article XIX hereof and the foregoing pro-
visions of this Article XIV shall be construed in the light of the
effect of any option so exercised by Lessee. In the event of the
exercise of an option under Article XIX and payment of the required
amount, whether before or after such taking, the entire condemnation
award shall belong to Lessee.
ARTICLE XV
ASSIGNMENT
Section 1501. A. Lessee may assign this Lease or sub-
let the 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 relieve the Lessee of any
of its obligations under this Lease and Agreement and Lessee shall re-
main as fully bound as though no assignment or subletting had been
made, and performance by any assignee or sublessee shall be considered
as performance pro tanto by Lessee; provided, however, that if Lessee
shall assign this Lease as part of a transaction involving the merger
or consolidation of Lessee with or into, or the sale of all or sub-
stantially all of Lessee's assets to, another corporation and such
other corporation shall expressly assume and agree to perform all of
Lessee's obligations under this Lease and Agreement, Lessee shall be
relieved of all thereafter accruing obligations under this Lease and
Agreement, but only upon condition that, and effective when, Lessee
shall have furnished Lessor and the Trustee with evidence in the form
of financial statements certified by an independent certified public
accountant or firm of independent certified public accountants, of
recognized standing, reflecting that such other corporation has the
financial ability to assume and carry out the obligations and re-
sponsibilities of Lessee under this Lease and Agreement.
B. Lessor may assign this Lease and Agreement, and /or
the rents hereunder, to the Trustee as security for the payment of
the principal of and interest on the bonds. Otherwise, Lessor will
make no assignment or disposition of all or any part of its rights,
title and interest in and to the leased premises and this Lease and
Agreement without the prior written consent of the Lessee.
ARTICLE XVI
PRIORITY OF LEASE
Section 1601. Notwithstanding anything to the contrary in
this Lease and Agreement, this Lease and Agreement (and any amendment
or supplement hereto executed in accordance with and pursuant to the
provisions of this Lease and Agreement) and the estate of Lessee
hereunder are and shall continue to be superior and prior to the Trust
Indenture (and all supplements thereto) and any other and allen-
cumbrances, mortgages, deeds of trust and trust indentures, or any
of them, constituting or granting a lien upon the leased premises or
any part thereof or interest therein. All supplements and amendments
to the Trust Indenture must be approved by the Lessee as specified
in the Trust Indenture. The Lessor warrants that it has good and
merchantable title to the premises free from all liens and encuon-
brances except the Trust Indenture and those that affect the title
at commencement of this Lease and Agreement, and that it will not
during the term of this Lease and Agreement further mortgage or en-
cumber the leased premises without written permission of the Lessee.
U
ARTICLE XVII
REMEDIE`? ARE CUMULATIVE
NO IMPLIED WAIVER
Section 1701. Lessor, Lessee and the Trustee shall each
be entitled to specific performance, and injunctive or other appro-
priate equitable relief for any breach or threatened breach of any
of the provisions of this Lease and Agreement, notwithstanding the
availability of an adequate remedy at law, and each party hereby
waives the right to raise such defense in any proceeding in equity.
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 per-
formance 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.
000'3
Z- ►
s
ARTICLE XVIII
DEFAULT PROVISIONS
Section 1801. 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:
(a) Lessee shall default in the due and punctual payment
of the basic rent or any additional rent payable hereunder, and such
default shall continue for fifteen (15) days after receipt of written
notice from Lessor or the Trustee 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 1801) and Lessee shall fail to remedy the same within sixty
(60) days after Lessor or the Trustee 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 or 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 admitting in writing its inability to pay
its debts generally as they become due, or
•
(ii) by its filing a petition in bank-
ruptcy or fcr reorganization or for the
adoption of an arrangement under the
Bankruptcy Act (as now existing or in the
future amended) or an answer or other
pleading admitting the material allega-
tions of such a petition or seeking,
consenting to or acquiescing in the
relief provided for under such Act, or
(iii) by its making an assignment of all
or a substantial part of its property for
the benefit of its creditors, or
(iv) by its seeking or consenting to or
acquiescing in the appointment of a
receiver or trustee for all or a sub-
stantial part of its property or of the
leased premises or of its interest in
this Lease, or
(v) by its being adjudicated a bankrupt
or insolvent, or
(vi) 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 substantial
part of its property or (2) approving a peti-
tion filed again-at it for the effecting of
an arrangement in bankruptcy or for a reor-
ganization pursuant to said Bankruptcy Act
or for any other judicial modification or
alteration of the rights of creditors; then:
In any such 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 on 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 those claim-
ing through or under Lessee and remove the effects of both or either
4
(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 tore-
enter as provided in this paragraph (2) or should Lessor take
possession pursuant to legal 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
o* any part thereof for such term or 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 and repairs to the
premises. No such re -entry or taking of possession of the premises
3y Lessor shall be construed as an election on Lessor's part to
,-erminate this-Lease unless a written notice of such intention be
riven to Lessee or unless the termination thereof be decreed by a
zourt of competent jurisdiction.
Section 1802. In the event of any such termination, Lessee
shall nevertheless pay the basic rent and all additional rent and
other sums as hereinbefore provided up to the time of such termina-
tion, 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, and shall pay to Lessor, as liquidated current
damages,
(a) The basic rent and additional rent and other suns as
hereinbefore provided which would otherwise be payable hereunder if
such termination had not occurred, less,
(b) The net proceeds, if any, of any reletting of the
leased premises, after deducting all of Lessor's expenses in connec-
tion with such reletting, including, without limitation, all reposses-
sion costs, brokerage commissions, expenses of employees, alteration
costs, and expenses of preparation for such reletting.
Lessee shall pay such liquidated current damages on the
days on which the basic rent would have been payable hereunder if
this Lease had not been terminated.
At any time after such termination, whether or not Lessor
shall have collected any such current damages, Lessor shall be en-
titled to recover from Lessee, and Lessee shall pay to Less!,,-,r, on
demand, as liquidated final damages and in lieu of all such current
damages beyond the date of such demand, an amount equal to
(x) The basic rent and additional rent and other
sums as hereinabove provided which would be payable
hereunder from the date of such demand (or, if it be
earlier, the date to which Lessee shall have satis-
fied its obligations under this Section 1802 to pay
current damages) for what would be the then unexpired
term of this Lease if the same remained in effect,
over
(y) The then fair net rental value of the leased
premises for the same period.
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 1803. In the event of a termination of this Lease
by Lessor and prior to the time Lessor may have demanded final
liquidated damages, Lessee shall have the right, from time to time,
to provide Lessor with a tenant for the leased premises for a sub-
stantial portion of the unexpired term of this Lease as it existed
immediately prior to such termination, and
(a)
If
Lessor
does
not accept such tenant, or
(b)
If
Lessor
does
accept such tenant
then in either event the current liquidated damages payable by
Lessee hereunder shall be reduced by the amount such tenant paid,
or would have been obligated to pay if the tenant had been accepted
by Lessor, less Lessor's expenses in connection with such re --tting
as defined in sub - paragraph (b) of Section 1802 hereof.
Section 1804. The foregoing provisions of this Article
relating to the payment of basic rent and additional rent beyond
the termination of this Lease, the payment of liquidated current
damages or liquidated final damages, and the receipt of rents by
i.essor upon a reletting, are each to be construed as providing that
ull such payments by Lessee or others shall be made into the Bond
mind referred to in Section 204 and Lessee's said obligations
Shall further be subject to the provisions of Section 203(x)(2).
C
ARTICLE XIX
LESSEE'S OPTIONS
Section 1901. Lessee shall have and is hereby granted the
options to extend this Lease and Agreement for twenty (20) successive
terms of one (1) year each, for a basic annual rental, of Twenty -One
Thousand, Five Hundred Dollars ($21,500.00), payable in equal monthly
installments in advance plus the additional rentals heretofore pro-
vided in Article II hereof and otherwise upon the terms, conditions
and provisions of this Lease and Agreement. The options granted in
this Section 1901 may be exercised by Lessee's giving written notice
to Lessor of its intention to so exercise the option or options which
notice shall be mailed at least thirty (30) days prior to the end of
the initial term or of the extension term, as the case may be, and
which notice shall be by certified or registered mail (with or without
return receipt requested). Whenever used in this Lease and Agreement
the words "extension term" or "renewal term" shall have the same
meaning and shall refer to the terms concerning which options are
granted in this Section 1901. Furthermore, whenever the unqualified
word "term" appears in this Lease and Agreement the reference shall
include the initial and all renewal terms unless the context other-
wise clearly indicates a contrary meaning.
Section 1902. A. Prior to May 1, 1968 Lessee shall have
the right and option to purchase the leased premises if, but only if:
(i) Lessor shall default in the performance of
any of its obligations under this Lease and
Agreement; or
(ii) The leased premises shall sustain major
damage or destruction; or
(iii) Title to or the temporary use of the
whole or any part of the leased premises shawl
be condemned as provided in Article Xrd hereof.
The term "major damage or destruction" as used in sub-
section (ii) 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 carrot reason-
ably 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 manufactur-
ing operations therein for a period of seventy -five (75) working
days, or the restoration cost of w1iich would exceed the total amount
of insurance carried on the leased premises in accordance with
Article IV hereof.
B. On and after May 1, 1968 and during the remainder of
the initial term and during the whole of any extended term or terms,
Lessee shall have the unconditional right and option to purchase the
leased premises at any time.
C. Purchase Price. The purchase price payable if the
Lessee exercises Lessee's option to purchase the leased premises,
under the provisions of paragraph A. of this Section, shall be the
full amount necessary under the provisions of the Trust Indenture
to redeem (on the first date thereafter on which all outstanding
bonds may be redeemed after giving the necessary notice) all out -'
standing bonds (including, without limitation, principal, interest,
redemption premiums,, if any, expenses of redemption and Paying Agent's
fees) upon the happening of any of the contingencies set forth in
paragraph A. of this Section, but after deduction of any amount
then in the Bond Fund and available for such redemption.
The purchase price payable if Lessee exercises Lessee's
option to purchase the leased premises under the provisions of para-
graph B. of this Section shall be the applicable one of the follow-
ing:
(1) If no bonds shall be outstanding at the time of pur-
chase, or if the redemption or retirement of bonds shall be or have
been provided for, the purchase price shall be the sum of
DOLLAR$ ($ f + 4l ) .
(2) If there are bonds outstanding for the redemption or
retirement of which no provision has been made, the purchase price
shall be the price determined in accordance with the provisions of
(1) above plus the full amount necessary under the provisions of
the Trust Indenture to 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, prin-
ctpal, interest, redemption premiums, if any, expenses of redemption
and Paying Agent's fees), but after deduction of any amount then in
the Bond Fund and available for such redemption.
D. Either of the foregoing options may be exercised by
giving written notice to Lessor of the exercise thereof specifying
the time and place of closing. At such closing, Lessor shall, upon
payment of the purchase price hereinabove specified, deliver to
Lessee a General Warranty Deed transferring good and merchantable
title to the leased premises free and clear of all liens and en-
cumbrances except those to which title was subject when leased here-
under, or resulting from any failure of Lessee to perform any of its
obligations hereunder; provided, however, that if such closing shall
be prior to the redemption of the bonds, such purchase price shall be
paid to the Trustee with instructions to apply the same to the re-
demption of the bonds at the earliest possible time, in which event
such bonds and the Trust Indenture may continue to be a lien on the
leased premises until redemption; and provided, further, however, that
if such option is exercised under the provisions of sub- pare,graph 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.
ARTICLE XX
NOT_
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, or when sent postage pre-
paid by certified or registered mail (either with or without request-
ing return receipt) 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
as follows:
If intended for Lessee:
DowSmith, Inc.
2700 West 65th Street
Little Rock, Arkansas
Attention: General Manager
If intended for Lessor:
City of Little Rock, Arkansas
City Hall
Little Rock, Arkansas
Attention: City Manager
With conies to:
The Dow Chemical Company
Midland, Michigan
Attention: Secretary
A. 0. Smith Corporation
Miswaukee 2, Wisconsin
Attention: Secretary
If intended for Trustee:
Worthen Bank & Trust Company
Fourth and Main Streets
Little Rock, Arkansas
Either party or the Trustee may change the address and
name of addressee to which subsequent notices are to be sent by
notice to the other parties given as aforesaid.
A
ARTICLE XXI
RECORDING
Section 2101. This Lease and Agreement and every assign-
went and modification thereof shall be recorded in the office of the
Circuit Clerk and Ex Officio Recorder of Pulaski County, Aransas.
ARTICLE XXII
GENE'q,U
Section 2201. 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 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 and Agreement
or the application thereof to any person or circumstances shall, to
any extent, be determined to be invalid or unenforceable, the re-
mainder of this Lease and Agreement and the application of its pro-
visions 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 2203. The article captions in this Lease and
Agreement are for convenience and reference only and in no way define,
limit or describe the scope or intent of this Lease and Agreement
,r any part thereof, or in anywise affect this Lease and Agreement
0
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 expenses of the Trustee and Paying
Agent are paid or adequate provision made for their payment, the
Trustee shall cease to have any right, title and interest in, to or
under this Lease and Agreement. Thereafter, all rights of approval
or other rights herein specified with reference to said 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 perform any other covenant, condition, promise or
agreement set forth in this Lease and 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 or xemedy
herein accorded in this Lease and Agreement to Lessor in the event
of the non - performance or non - observance by Lessee of any such pro-
mise, covenant or agreement.
Section 2206. 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 XV hereof).
Section 2207. It is agreed that the Lessor sud the Lessee
shall not alter, modify or amend any of the terms of this Lease and
Agreement without the prior written approval of the Trustee, which
consent will not be unreasonably withheld.
11
ARTICLE XXIII
EXPANSION OF FACILITIES
Section 2301. The progress of Lessee's business may justi-
fy an expansion of the industrial plant or the construction of addi-
tional industrial facilities (herein referred to as "additional facil-
ities") to such an extent that Lessee may not desire to proceed under
the provisions of Section 502 to construct such facilities. There-
fore, it is agreed, subject to all of the provisions of this Article
XXIII, as follows:
(a) If Lessee desires to construct additional facillties,
it may notify Lessor by registered or certified mail (with or
without return receipt requested) and Lessor agrees to proceed under
the provisions of Act No. 9 (or any similar then existing legislation
authorizing municipalities in the State of Arkansas to issue bonds
for the purpose of securing and developing industry) to issue addi-
tional bonds, subject to the requirements of Act No. 9, or any such
then existing law, to finance such additional facilities. In that
event, the Lessor and the Lessee agree to execute a separate Lease
and Agreement covering the financing of such additional facilities
and the leasing thereof to Lessee upon the same terms and conditions
as set forth in this Lease and Agreement, subject to any changes or
additions that may then be agreed upon by Lessor and Lessee, but
there must be included provision for basic annual rent in the amount
necessary to provide for the payment of the principal of and interest
on any such additional bonds, and the land involved in such expansion
program shall automatically be withdrawn from this Lease and Agree-
ment upon becoming subject to a separate Lease and Agreement between
Lessor and Lessee.
r
Y
(b) If for any reason the additional facilities cannot
be financed under Act No. 9, or any then existing similar law, as
provided in sub - paragraph (a) above, or if Lessee desires to construct
additional facilities by the use of its own funds, Lessee shall have
the right, upon written notice to Lessor by certified or registered
mail (with or without return receipt requested), to require Lessor to
convey the lands to be involved in said expansion program to Lessee by
general warranty deed free and clear of all encumbrances except those
to which title was subject when leased hereunder. In the event the
Lessee desires p t or parts of the leased premises for the construc-
tion of facilities for a supplier or suppliers of the Lessee, the
Lessee may purchase the same in order to make such land available for
such use.
Section 2302. Lessor shall make appropriate provisions in
the Trust Indenture for a release of the lands to be involved in any
expansion program (under either Section 2301(a) or Section 2301(b)
from the lien of the Trust Indenture. The consideration to be paid
by Lessee to Lessor upon conveyance of the lands pursuant to the pro-
visions of Section 2301(b) shall be One Dollar ($1.00) per acre and
the mutual benefits to be derived by die parties from such expansion
program.
Section 2303. The fact that the land involved in such ex-
pension program shall cease to be subject to this Lease and Agreement
by virtue of becoming subject to a separate Lease and Agreement or
being acquired by Lessee shall not relieve, and shall not result in
the relieving of, Lessee of its obligation to pay basic rent and addi-
tional rent or any of the other covenants and obligations on the part
of Lessee to be performed under this Lease and Agreement, or result
DOO - 3
F- )
In any diminution thereof.
Section 2304. Lessee's expansion program and the land sub-
ject to said separate Lease and Agreement or said acquisition by
Lessee pursuant to the provisions of Section 2301 may include all or
any portion of the lands originally leased and demised by this Lease
and Agreement as shall not at such time be improved with a building
or buildings or other structure or structures, or necessary for
adequate ingress and egress to and from said buildings and structures,
as may be reasonably necessary for the proper and efficient use of
such buildings and structures for the purposes intended, if any.
Section 2305. The rights conferred upon Lessee by this
Article XXIII shall be in addition to and not in limitation of any
of the options granted to Lessee by the provisions of Article XIX
hereof and the provisions of this Article XXIII are in addition to
and not a limitation upon Lessee's rights under Section 502 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 the
others, by their duly authorized officials and officers as of the day
and year first above written.
ATTEST:
(SEAL)
ATTEST:
(SEAL)
City Clerk
Secretary
CITY OF LITTLE ROCK, ARKANSAS
L E S S O R
By
Mayor
DOWSMITH, INC. L E S S E E
By.
Vice President
A:CKNOWLEDGMEh"r
STATE OF ARKANSAS )
COUNTY OF PULASKI )
On this day of , 1963, `:�etore
me, a Notary Public duly commissioned, qualified and acting, within
and for the State and County aforesaid, appeared in person the
within named Byron R. Morse and Pauline G. Beeson, Mayor and City
Clerk, respectively, of the City of Little Rock, Arkansas, a
municipality of the State of Arkansas, to me personally known, who
stated that they were duly authorized in their respective capacities
to execute the foregoing instrument for and in the name of said
municipality, and further stated and acknowledged that they had
signed, executed and delivered said 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 , 1963.
Notary Public
My commission expires:
s
ACKNOWLEDGMENT
STATE OF ARKANSAS )
COUNTY OF PULASKI
On this __,__ day of , 1963, before me,
a Notary Public duly commissioned, qualified and acting, within and
for the County and State aforesaid, appeared in person the within
named Frank J. McRae and William A. Groening, Jr., Vice President and
Secretary, respectively, of DowSmith, Inc., a Delaware corporation,
to me personally 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 said corporation, and further stated
and acknowledged that they had so signed, executed and delivered
said 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 1963.
My commission expires:
Notary Public
EXHIBIT A
The parcel of land situated in Pulaski County,
Arkansas, referred to in Section 201(a):
A tract of land lying in the Southwest Quarter
(SW 1/4) of the Northwest Quarter (11W 1/4),
Section 28 and in the Southeast Quarter (SE* 1 A)
of the Northeast Q.tarter (NE 1/4) and the South-
west Quarter (SW 1/4) of the Northeast Quarter
(NE 1/4), Section 29, Township 1 Nc:rth, Range 12
West, more particularly described as: Starting
at the Southwest corner of the Southeast Quarter
(SE 1/4) of the Northeast Quarter (NE ]/4), said
Section 29; thence North 00 29' East along the
West line thereof, 580.0 feet to the point of
beginning of the tract of land herein described;
thence continue North 00 29' East along the West
line of said Southeast Quarter (SE 1/4) of the
Northeast Quarter (NE 1/4) and along the East
line of a 30 foot rail right -of -way owned jointly
by the Missouri Pacific Railroad Company and the
Chicago, Rock Island b Pacific Railway Company, a
distance of 400.5 feet to a point; thence North-
westerly along the arc of a 301.5 foot radius
curve to the left and along the East line of said
30 foot rail right -of -way a chord bearings and
distances of North 10 23' West, 36.6 feet; North
140 35' West, 100.0 feet; North 320 481 West,
100.0 feet; North 520 39' West, 100.0 feet; to a
point on the South line of a 45 foot rail right -
of -way under same joint ownership; thence South
890 56' East along the South line of said 45
foot rail right -of -way, a distance of 161.9 feet
to a point on the West line of the Southeast
Quarter (SE 1/4) of the Northeast Quarter (NE 1/4)
of said Section 29; thence South 880 53' East
along the South line of said 45 foot rail right -
of -way a distance of 1,817.6 feet to a point at
which said 45 foot rail right -of -way widens to
70 feet; thence South 10 08' West, 25.0 feet to
a point on the South line of said 70 foot rail
right -of -way; thence South 880 53' East along
the South line of said 70 foot rail right -of -way,
a distance of 317.9 feet to a point on the West
right -of -way line of Interstate Route No. 30;
thence South 240 21' West along said West right -
of-way line, a distance of 832.9 feet to a point;
thence North 890 18' West, 476.8 feet to a point;
thence South 00 42' West, 375.0 feet to a point
on the North right-of-wag line of West 65th Street,
said point being North 0 42' East, 80 feet from
r
0
the Southeast corner of the Northeast Quarter
(HE 1/4) of said Section 29; thence North 890 18'
West along the North right -of-MW line of hest
65th Street, a distance of 1,019.9 feet to a
point 300 feet East of the West line of the South-
east quarter (SE 1/4) of the Northeast Quarter
(HE 1/4) of said Section 29; thence North 00 29'
East, 500.0 feet to a point; thence North 890 18'
West, 300.0 feet to the point of beginning, con-
taining 1,921,362 square feet, or 44.108 acres,
more or less. (Subject to the restrictions set
forth in Warranty Deed wherein Industrial Develop -
sient Company of Little Rock is Grantor and
Dovemith, Inc. is Grantee, dated February 150
1%3, and appearing of record in the office
of the Circuit Clerk and Ex Officio Recorder
of Pulaski County, Arkansas at Hook 824,
page 239.)
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 dis-
charge of the City's obligations as Lessor under said Lease and
Agreesient .
Section 3. That the Mayor and City Clerk be, and they
are hereby, authorized and directed, for and on behalf of the City,
to accept guaranty Agreements executed and delivered by The Dow
Chemical Company, a Delaware corporation (herein called "Dow") and
A. 0. Smith Corporation, a New York corporation (herein called
"Smith "), whereby Dow and Smith unconditionally guarantee the pay-
ment of the rentals and the performance of all other covenants and
obligations of DowSmith as Lessee under said Lease and Agreement
(all of the capital stock of DowSmith is owned by Dow and Smith with
each owning fifty per cent (50 %), with the guaranty of each (Dow
and Smith) being limited to fifty per cent (50X) of the amounts
necessary to insure the prompt performance of the co mitments of
DowSmith under the Lease and Agreement. A copy of afth guaranty
Agreement shall be filed with the City Clerk and reference may be had
thereto by any interested party.
Section 4. That the provisions of this ordinance are
hereby declared to be separable and if any section, phrase or pro-
vision 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 5. That all ordinances and parts thereof in con-
flict herewith are hereby repealed to the extent of such conflict.
s
n
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 dis-
charge of the City's obligations as Lessor under said Lease and
Agreesient .
Section 3. That the Mayor and City Clerk be, and they
are hereby, authorized and directed, for and on behalf of the City,
to accept guaranty Agreements executed and delivered by The Dow
Chemical Company, a Delaware corporation (herein called "Dow") and
A. 0. Smith Corporation, a New York corporation (herein called
"Smith "), whereby Dow and Smith unconditionally guarantee the pay-
ment of the rentals and the performance of all other covenants and
obligations of DowSmith as Lessee under said Lease and Agreement
(all of the capital stock of DowSmith is owned by Dow and Smith with
each owning fifty per cent (50 %), with the guaranty of each (Dow
and Smith) being limited to fifty per cent (50X) of the amounts
necessary to insure the prompt performance of the co mitments of
DowSmith under the Lease and Agreement. A copy of afth guaranty
Agreement shall be filed with the City Clerk and reference may be had
thereto by any interested party.
Section 4. That the provisions of this ordinance are
hereby declared to be separable and if any section, phrase or pro-
vision 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 5. That all ordinances and parts thereof in con-
flict herewith are hereby repealed to the extent of such conflict.
Section 6. That there is hereby found and declared to be
an immediate need for the securing and developing of industry within
the City in order to provide additional employment and increased
payrolls, alleviate unemployment and provide other benefits inci-
dental 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.
ATTEST:
PASSED: April 1 , 1963.
City Clerk
APPROVED:
Mayor
e'
Section 6. That there is hereby found and declared to be
an immediate need for the securing and developing of industry within
the City in order to provide additional employment and increased
payrolls, alleviate unemployment and provide other benefits inci-
dental 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.
ATTEST:
PASSED: April 1 , 1963.
City Clerk
APPROVED:
Mayor