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ORDINANCE NO. 11,219
AN ORDINANCE AUTHORIZING A LEASE AND AGREEMNT BY
AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS AS
LESSOR AND JACUZZI BROS., INC., A CALIFORNIA
CORPORATION, AS 12882 IN SUBSTANTIALLY THE FORM
AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN
AND MADE A PART OF THE ORDINANCE; AUTHORIZING
THE E$ECUTION AND DELIVERY OF SAID LEASE AND
AGREEMENT BY THE MAYOR AND CITY CLERK FOR AND
ON BEHALF OF THE CITY; PRESCRIBING OTHER MUTTERS
PERTAINING THERETO; AND DECLARING AN EMERGENCY.
BE IT ORDAINED by the Board of Directors of the City of
Little Rock, Arkansas:
Section 11. 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
sometimes referred to
as the
"City'l is Lessor and Jacuzzi Bros., Inc., a California corporation,
is Lessee, in substantially the form and with substantially the con-
tents hereinafter set forth, and the'Msyor and City Clerk be, and
they are hereby, authorized to execute, acknowledge and deliver said
Lease and Agreement for and an behalf of the City. The form and
contents of said Lease and Agreement which are hereby approved and
which are made a part hereof shall be substantially ae follows:
ODD- 23
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LEASE AND AGR*NENT
THIS LEASE AND AGREMxT made this firs t day of + Au us t ,
1961 by and between the CITY OF LITTLE ROCK, PULASKI COUNTY, ARKANSAS
(hereinafter referred to as "Lessor ") and JACUZZI BROS., INC., a
California corporation, but authorized to do business in the State of
Arkansas (hereinafter referred to as "Lessee ");
W I T N E S S E T H:
WHEREAS, Lessor is a duly existing municipality, a city of
the first class, with full and lawful power and authority to enter
into this Lease and Agreement acting by and through its Mayor and
City Clerk, in the public interest and for a public purpose, by pro-
viding for the securing and developing of industry and thereby fur
nishing employment opportunities for the inhabitants of Lessor and
of Pulaski County, Arkansas, which will add to the welfare and pros-
perity of the Lessor and of such Inhabitants, all pursuant to the pro-
visions 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 Acct No. 48 of the Acts of the General Assem-
bly of the State of Arkansas for the year 1961 (herein called "Act
No. 9 "); and
WHEREAS, Lessor has acquired (or prior to the time this
Lease and Agreement is filed for record will acquire) title to cer-
tain real estate situated in Pulaski County, Arkansas, and more par-
ticularly described in Article II hereafter, and will construct a
manufacturing budding, improvements and facilities thereon (which
mil be hereinafter sometimes referred to as the "Project "); ant
WHEREAS, Lessee is willing to lease the Project under tko
terms and conditions set forth in this Lease and Agreemsnt; and
WHEREAS, Lessee is a duly organized and existing corpora-
tion under the laws of the State of California, authorized to do
business in the State of Arkansas, and is authorized under its Arti-
cles of Incorporation and By -Laws, under the laws of the State of
California and under the laws of the State of Arkansas, to enter into
this Lease and Agreement and to per$nrm all covenants and obligations
on its part to be performed under and pursuant to this Lease and
Agreement; an3
kt,R?AS. Lessee is not prohibited under the terms of any
outstanding trust indentures, deeds of ti-_Yst, mortgaaas, or other
similar eviden:.es of indebtedness or instruments from entering into
the terms of this Lease and Agreement and discharging P11 covenants,
provisions and obligations on i ti pait t -; ba. performed under and pur-
suant to this Iease and Agreement and affirmatively so represents
to Lessor; and
WHEW S, the parties hereto know that Lessor plans to issue
Industrial Development Revenue Bonds under the provisions of Act No.
9 in the amount of One Million, Four Hundred Thousand
Dollars ($.,11„400,000____) (herein referred t0 as the "bonds "),
subject to the app;pval of a majority of the electors of Lessor voting .
on the question at a special election, for the purpose of financing
the cost of the Project, necessary incidental expenses ar44 fees, the
expenses of issuing the bonds and debt service, if any be required,
until rental income in a sufficient amount is available from the
Project for the payment of the principal of, interest on and Paying
Agent's fees in connection with the bonds; and
WHEREAS, it is agreed that the parties hereto know that a
bank of trust company will be named as Trustee for the holders and
registered owners of said bonds being issued by the Lessor, and that
the bonds will be secured by a Trust Indenture between the Lessor and
said Trustee (which Trustee will be hereinafter referred to as the
"Trustee" or "Trustee for the bondholders" and which Trust Indenture,
which will mortgage the Project as security for the payment of the
bonds,. assign and pledge the lease rentals hereunder to the payment of
the bonds, and otherwise state the terms and conditions upon which the
bonds are issued and secured, will be hereinafter referred to as the
"Trust Indenture" or the "Indenture ");
NOW, THEREFORE, for valuable consideration, receipt of
which is hereby acknowledged by all parties hereto, and in considera-
tion of the mutual benefits and covenants herein contained, the
parties hereto agree as follows:
Section 101.
ARTICLE I
CONSTRUCTION Op PROJECT
Lessor agrees to construct and equip a fac-
tory building, manufacturing facilities and other improvements on the
site described in Article II hereof, in accordance with plans, speci-
fications, contract terms, contractors, prices and expenses approved
by the Lessor and the Lessee, suitable for the manufacturing opera-
tions and business activities which Lessee shall desire to conduct on
the leased premises (hereinafter defined in Article II). The Lessor
has entered into, or simultaneously herewith will enter into, an
agreement with Ginocchio, Cromwell. Carter. Dees& Newland ,
covering the design, preparation of plans and specifications for,
and the supervision of the construction of the Project. The said
plans and specifications have been prepared and copies thereof have
been delivered to each of the parties hereto. The Lessor shall ob-
tain all necessary approvals from any and all governmental agencies
requisite to the construction of the Project and the project shall be
constructed and completed in compliance with all state and local laws,
ordinances and regulations applicable thereto. Upon completion of
the construction of the Project the Lessor will furnish to the Lessee
all required occupancy permits and authorizations from appropriate
authorities, if any be required, authorizing the occupancy and use
of the Project for the purposes contemplated by the Lessee. The
Lessor shall not amend, modify, authorize or undertake any changes,
alterations, extras or additions to or from the said plans and speci-
fications and any.construction contracts entered into with contractor
until the same shall have been submitted to Lessee and until both
Lessor and Lessee shall have agreed to and approved said changes,
alterations, extras and additions in writing prior to their being
made. Lessor shall, however, cause to be made and shall authorize
04249-23
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all reasonable requests by Lessee for changes in the plans and speci-
fications or for additions or extra work. All work hereunder shall
be commenced and completed as soon as reasonably possible, shall be
done in a good and workmanlike manner and shall be of first class
materials. All requests, approvals and agreements required on the
part of Lessor and on the part of Lessee shall be in uniting signed by
a duly author=ized representative of the party making such request,
entering into. such agreement or granting such approval. The Lessor
does hereby designate and appoint the architectural firm heretofore
identified and the City Manager of the City as its duly authorized
representatives for all matters in connection with the construction
of the Project, including without limitation, the right to approve
changes, alterations, extras or additions to or from the plans and
specifications and the construction contract or contracts, the right
to make requests, the right to enter into agreements and the right to
grant approvals.
Section 1102. Lessor shall cause to be furnished and shall
see that there is in full force and effect at all times during the
construction of the Project the usual insurance coverage applicable
to similar construction projects including, without limitation, gener-
al accident and public liability insurance, Workmen's Compensation
insurance or coverage, builder's risk insurance and a performance and
payment bond, all of which shall be subject to the prior written ap-
proval as to amounts and companies by the Lessor, the Lessee and the
Trustee, and shall be made payable to Lessor and Lessee as their in-
terests may appear; provided, however, that the general accident and
public liability insurance need not name Lessor as a party insured,
and provided, further, that the builder's risk insurance shall also
be made payable to the Trustee pursuant to the provisions of a stand-
ard mortgage payment clause as its interest may appear.
Section 103. Lessor represents that as of the date this
Lsase and Agreement is filed for record, the Lessor will have fee
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simple absolute title to the site described in Article II hereof free
and clear of all restrictions, liens and encumbrances except existing
easements and rights of way, current real estate taxes and assess-
meats or assessed benefits, if any.
,a2c a,on.104. The parties hereto agree that the Project
Costs, as hereinafter defined, will not exceed the principal amount
of the bonds actually issued and delivered by Lessor, but that, if
the Project Costs should exceed said amount, the Project will be
completed and the Lessee hereby agrees to pay or cause to be paid, at
no cost or expense to the 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 expenses of every nature incurred in acquiring, con -
structing, and equipping the Project, all costs and expenses inci-
dental thereto, all costs and expenses incurred by the Lessor in con -
twation with the issuance of the bonds, and,debt service on the bonds
Vatii lease rentals are available in a sufficient amount under this
Lease and Agreement to pay the principal of, interest on and Paying
Agent's fees in connection with the bonds, as the same become due and
payable, including, without limitation, the following:
(a) The cost to Lessor of the acquisition of the site
(referred to in Article II hereof);
(b) The amount paid to contractors in connection with the
construction of the Project;
(c) The amount of payments to contractors for extras, addi-
tions or changes agreed to by Lessor and Lessee;
(d) Interest cost of interim financing (which interim
financing, if any, will be retired out of bond.proceeds) and debt
service on bonds issued by the Lessor until lease rentals are avail-
able in a sufficient amount to insure the prompt payment of the
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principal of, interest on and Paying Agent's fees in connection with
the bonds issued by the Lessor;
(e) Fees and expenses of architects and engineers;
(f) If requested by Lessee, the cost of any policy or
policies of title insurance;
(g) The cost and expenses incurred by the Lessor in issuing
the bonds including, without limitation, trustee's fees, bond print-
ing cost, legal fees, the expenses of the special election required
by Act No. 9, and all other expenses of whatever nature incurred in
issuing and delivering bonds, except those paid by the purchasers of
the bonds;
(h) The cost to the Lessor of a railroad spur track to
serve the Project;
(i) The cost of all utility facilities and lines incurrm
by Lessor in furnishing or causing to be furnished utility service
on the project.site;
(j) The cost of a sanitary sewer disposal system that
will adequately.handle the sewage of the proposed industrial opera -
tion of Lessee and which will comply with the sewer standards of the
Arkansas State Department of Health; provided, however, Lessor's
obligations under this sub - section (j) shall not exceed $15,000; and
(k) Such other and additiopal fees, costs, expenses and
outlays of whatever nature incidental or peIrtaining to the Project as
may from time to time be agreed upon by Lessor and Lessee as conati-
tuting part of the Project Costs.
The parties hereto agree that the accrued interest plus
such amount of the proceeds of bonds issued by the Lessor as shall be
necessary, together with the accrued interest, to cover debt service
requirements until lease rentals are available in a sufficient amount
to insure the prompt payment of the principal of, interest on and
Paying Agent's fees in connection with the bonds, shall be deposited
in a "Bond Retirement Fund" (herein sometimes called "Bond Fund ")
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established by the Lessor pursuant to the terms of the Trust Indenture
securing the bonds and that the remainder of the proceeds of the sale
of the bonds shall be deposited in a "Bond Construction Fund" (herein
sometimes called "Construction Fund ") established by the Lessor pur-
suant to the terms 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
used solely for the payment of the Project Costs. Disbursements will
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 the 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 the basic rent obligations as the same become due and pay-
able 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.
Project Costs shall not include the following, which are to
be furnished without cost or expense to or on the part of Lessee:
(a) An eight inch water line connection with the Municipal
Waterworks System;
(b) A natural gas line of sufficient capacity to adequate-
ly meet the indust;ial operational requi ;ements of Lessee cagnectiug
with the facilities of Arkansas Louisiana Gas. Compapy; and
(c) Electric power line or lines that will furnish
electricity in adequate quantities to meet the industrial operational
requirements of Lessee connecting with the facilities of Arkansas
Power and Light Company.
Section 105. Lessee and its agents, servants, employees
and representatives shall have free access to the Project during the
i
construction thereof and Lessee agrees that, immediately upon com-
pletion of the construction of the Project, it will enter into full
possession of and occupy the same under and pursuant to the terms of
this Lease and Agreement. Lessor shall deliver full possession of
the Project to the Lessee immediately upon the completion of the
construction thereof.
Section 10k. With reference to Project Cost item (j) in
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Section 104 hereof, it is understood that the type of sanitary sewer
disposal system that will be constructed is known as the "lagoon"
type. it is further understood that the said type system to be
constructed has been or, prior to the completion of the Project,
will be approved by the State Health Department and by all other
agencies, if any, from which approval is required. Therefore, it
is agreed that if at any time while this Lease and Agreement shall
be in effect and while the. leased premises are served by the said
sanitary sewer disposal system so* initially constructed, the Lessee
shall be prohibited or enjoined by any agency or court having en-
forcible jurisdiction from continuing to use the said sanitary sewer
disposal system on the ground that the type (lagoon) of sanitary
sewer disposal system is improper under public health, safety and
related standards then applicable, and if the Lessee shall have re-
sisted, at its sole cost and expense, in goad Wth the proceedings
resulting in said prohib#ion or injunction, the Lessor shall, at
no cost or expense to the Lessee, make available or cause to j* made
available to the leased premises a sanitary sewer disposal system
or sanitary sewer disposal facilities of substantially equal capacity
that will qualify under then applicable public health, safety and
related standards.
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ARTICLE II
TERM OF LEASE AND RENTAL
Section-201. 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 the Lessee agrees to, and does here-
by, lease from Lessor, subject to the terms and conditions of this
Lease and Agreement expressed, the following:
(a) A certain parcel of land situated in Pulaski County,
Arkansas described in Exhibit A attached hereto and made a part
hereof.
(b)_ Together with the factory buildings and other facili-
ties, improvements and structures erected or at any time hereafter
erected on the real estate described in (a) above.
(c) All accretions, easements, rights of way and appur-
tenances belonging or-in any wise appertaining to the real estate and
improvements referred to and described in (a) and (b) above.
The properties described in (a), (b) and (c) above are
hereinafter sometimes collectively referred to as the "leased
premises ".
TO HAVE AND TO HOLD the leased premises unto the Lessee
for the term of this Lease and Agreement as hereinafter set forth.
Section 202. The initial term of this Lease and Agreement
shall commence August 1, 1961 and shall end at midnight on Deceaber 1,
1981.
Section 203. (a) Basic Rent.
(1) Subject to the credit provided for in Section 104,
Lessee covenants to pay Lessor, in the manner hereinafter provided,
basic annual rent as follows, payable semi - annually on the dates and
in the amounts indicated:
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BASIC RANT
PAYMENT DATES
may 202 1962
$ 37,187.50
November 20,
1962
789187.50
May 209 1963
36,111.25
November 20,
1963
799111.25
May 209 1964
349982.50
November 20,
1964
809982.50
May 209 1965
339775.00
November 20,
1965
81,775.00
May 209 1966
32,515.00
November 20,
1966
821,515.00
May 20, 1967
31,202.50
November 20,
1967
84,202.50
May 20, 1968
29,811.25
November 20,
1968
852811.25
May 201 1969
289341.25
November 20,
1969
87,341.25
May 209 1970
269792.50
November 20,
1970
88,792.50
May 20, 1971
25,165.00
November 20,
1971
90,165.00
May 203, 1972
239458.75
November 20,
1972
929458.75
May 209 1973
219647.50
November 209
1973
939647.50
May 20, 1974
199757.50
November 20,
1974
959757.50
May 203, 1975
17 , 7 37.50
November 20,
1975
979737.50
May 209 1976
159587.50
November 20,
1976
999587.50
May 20, 1977
139330.00
November 20,
1977
102,330.00
May 20, 1978
101,938.13
November 20,
1978
104,938.13
May 20, 1979
8,411.87
November 20,
1979
1079411.87
May 20, 1980
5 , 751.25
November 20,
1980
1099751.25
May 20, 1981
2,956.25
November 20,
1981
112,956.25
1
If during any year, while any of the bonds of the Lessor shall be
outstanding, the above specified basic annual rent shall be Insuf-
ficient to pay the.principal of and interest on the bonds as the same
become due and payable, the amount of -the insufficiency shall be
immediately paid by Lessee as additional basic annual rent.
(2) In addition to the basic annual rental payment speci-
fied above in (1) hereof, Lessee shall, on the first day of December
In the years 1962, 1963, 1964, 1965 and 1966 (as a prepayment, in
the inverse order due, of basic annual rent to the extent of the pay-
ments made under this sub - section (2) hereof), make additional pay -
ments of basic rent in the amount of Twenty -Three Thousand, Two _
Hundred Dollars ($.23.200 ) each.
(3) If at any time the amount in the Bond Fund, herein-
after referred to and described in Section 204, is sufficient to pay
in full the principal of (including redemption premiums, if any),
Interest on and Paying Agent's fees in connection with all the out-
standing bonds of the Lessor, either at maturity or on earlier re-
demption, then no further basic rent shall be payable, 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
Paying Agent's fees in connection with all outstanding bonds of the
Lessor, either at maturity or on earlier redemption, shall be re-
funded to Lessee as excess rent.
(b) Additional ,Wt.
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, obligations and other
payments of whatever nature which Lessee has agreed to pay or assume
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under the provisions of this Lease and Agreement. If at any time any
amounts paid by Lessee to the Lessor or the Trustee as additional rent
hereunder arw or become in excess of the amounts required for the .
purpose for which they were paid, such excess amount 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
circumstances or occurrences that may now exist or that way hereafter
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
compete 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;
(3) Legal curtailment of the Lessee +s use and /or occupancy
of the leased premises or any part thereof;
(4) Change in Lessons legal organization or status;
(5) Any assignment under the provisions of Article XV
Including, without limitation, an assignment as part of a transaction
involving merger, consolidation 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 any assignee
or sublessee shall be considered as performance pro tanto by Lessee;
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(6) Any default of the Lessor under this Lease and Agree-
Section 204. After the bonds are issued and delivered by
the Lessor to furnish the permanent financing of the Project, basic
rent shall be paid by Lessee remitting the same directly to the
Trustee, for the account of Lessor, and shall be deposited by the
Trustee in the Bond Fund provided for in the Trust Indenture, to be
used by the Trustee as provided in the Trust Indenture. Lessor agrees
to cause the Trustee to furnish to Lessee annually and at other reason-
able intervals as requested an accounting of the funds in the Bond
Fund, including the amount of bonds 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 the Paying Agent's fees and in the case of Trustee's
expenses and charges (it being understood that the Paying Agent shall
be the same as the Trustee) and either making direct payment in the
case of impositions and other costs, expenses, liabilities, obliga-
tions and payments or reimbursing Lessor or Trustee if Lessor or
Trustee shall have made payment thereof.
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 governmental
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 installments
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 T�aylug
Y.- ,gn oo, Ark.. q 334 S. W, �d 633, concerning the exemption
of properties owned by municipalitips and used for securing and
developing industry under and pursuant to the provisions of Act No. 9.
It is understood that title to the leased premises will be in the name
of Lessor and the Lessor covenants that, without the prior written
approval of Lessee, it will not part with title to the leased premises
or any part thereof during the term (the word "term" is to be con-
strued to mean the initial term and any extension term or extension
terms unless the context clearly indicates that another meaning is in-
tended whenever the word appears in this Lease and Agreement) 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
0400-.23
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on the leased premises, and should any such assessment or levy be
threatened or occur, the Lessor shall, at Lessee's request, fully
cooperate with Lessee in all reasonable ways to contest any such levy
or assessment. Lessee shall, have the right in its own name to con-
test the validity or amount of any imposition by appropriate pro-
ceedings timely instituted, provided Lessee gives Lessor and the
Trustee written notice of its intention to contest and diligently
prosecutes such contest and at all times effectively stays or pre-
vents any official or judicial sale of the leased premises by reason
of non - payment of any imposition. Lessee agrees to and shall hold
Lessor whole and harmless from any costs and expenses related to any
such contest and Lessee shall promptly pay any valid final adjudica-
tion enforcing any imposition and shall cause any final adjudication
to be satisfied of record.
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• a.
ARTICLE IV
INSURANCE
Section 401.A.Lessee shall, at Lessee's sole cost and ex-
pence, keep all improvements constituting part of the leased premises
and Lessor's equipment and fixtures insured against loss or damage:
(i) 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
.in any event in an amount at least equal to eighty per cent (80 %) of
the full insurable value thereof;
(ii) By explosion of steam boilers, pressure vessels or
similar apparatus if and so long as installed on the leased premises,
in an amount not less than $50,000 With respect to any one accident;
and
(iii) Against war risk as snd 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, in the full
amount of their then full insurable value, or, if such amount be not
obtainable, then in the highest amount which can be so obtained.
The term "full insurable value" means such value as shall
be determined from time to time at the request of Lessor, Lessee or
Trustee (but not more frequently than once in every twenty -four (,24Y
months). by an architect, contractor, appraiser, appraisal company or
one of the insurers selected by Lessee.
B. At all times during the term, Lessee shall, at no
cost or expense to Lessor, naintain or cause to be maintained:
(i) General public liabLU -ty- -insures -against claims -far,
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 r"pect of bodily injury or dearth to any
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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 and in full force and effect at all times during the term
of this Lease and Agreement. In this regard, however, the insurance
required by this Article IV need not be placed into force and effect
until the construction of the Project has been completed but in no
event shall it be placed into force and effect later than the ex-
piration of the insurance required by Section 102 during the con-
struction of the Project.
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 401A 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 and shall be selected by the Lessee. In the case of in-
surance under Section 401A hereof, concerning which the.Trustee -is -an
interested party, the selection of the insurance company shall be
subject to the reasonable approval of the Trus tee .
1 ..
surance under Section 401A hereof, concerning which the.Trustee -is -an
interested party, the selection of the insurance company shall be
subject to the reasonable approval of the Trus tee .
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ARTICLE V
REPAIRS AND MAINTENASCE
OF PREMISES AND ALTERATIONS
Section 501. Lessee shall throughout the term, at no- -cost
and expense to Lessor, maintain, or cause to be o4intained9 and at
the expiration of the tern 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 land 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, fore-
seen as well as unforeseen, to the buildings and improvements con-
stituting part of the leased premises.
Section 502. Lessee shall have the right from time to
tine to make additions, alterations and changes in or to the improve-
.msnts constituting part of the leased premises and shall have the
right to oonstruct any improvements, provided, however, that no altera-
tions shall be made which would impair the market value or usefulness
of tje leased premises or change the character of the structures
thereon so that the same will not be appropriate and usable for manu-
facturing purposes-
Section W. All improvements and alterations made on the
teased premises by or on behalf of Lessee shall immediately upon
completion thereof be and become the property of the Lessor without
- payment therefor by Lessor but subject to this Lease and Agreement.
All machinery and equipments trade fixtures, movable partitions,
furniture, machinery and furnishings installed at the expense of the
Lessee shall remain the property of the Lessee with the right of re-
moval, �x►ther or not affixed and /or attached to the real estate,
provided Towne shall clearly mark all such items affixed and /or
attaoiod to the real estate by on appropriate tag or other devise
r .tom,, sbip► by the Lessen and the Le",ee shall, if not in
ova - 3
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default, be entitled to remove the same or any part thereof during
the term, or if the term shall end prior to the date specifically
fixed for such termination, then within a reasonable time thereafter,
but Lessee shall at its own cost and expense repair any and all dam-
age to the leased premises resulting from or caused by their removal
.-therefrom.
Section 504. All property of any kind which may be on the
leased premises (whether belonging to the Lessor, Lessee or to third
persons) 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 for any injury, loss or
damage to any person or property on the leased premises.
ARTICLE VI
-USE OF , PREMISES COMPLIANCE WITH ORDERS, ETC.
Sect = 601. Subject to the following provisions of this
Section 601, Lessor and Lessee agree that Lessee may use the premises
for any lawful purpose. Lesser shall during the term promptly com-
ply with all valid statutes, laws, ordinances, orders, judgments,
decrees, regulations, directions and requirements of all federal,
state, local and other governments or governmental authorities, 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, however, have
the right to contest any of the foregoing, and if compliance there-
with may legally be held in abeyance during such contest without
iiucidence 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
non - compliance, 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 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.
ooa-,;k3
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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 improvements
constituting part of the leased premises unless Lessee shall have
first procured.and paid for all requisite municipal and other govern -- --
mental permits and authorizations. Lessor shall join in the appli-
cation 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.
AU
such work
shall be done in a
good and workmanlike manner and in
com-
pliance with all applicable building, zoning, and other laws, ordi-
nances, governmental regulations and requirements and in accordance
with the requirements, rules and regulations of all insurers under
the policies required to be carried by the provisions of . tbi&-I&aas-
and Agreement.
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ARTICLE VIII
MECHANICS' LIENS
Section 801. If any lien shall 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 work, 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 there-
of against such rents, cause the same to be discharged of record, or
effectively prevent the enforcement or foreclosure thereof against
the leased premises or such rents, by contest, payment, deposit, bond,
order of court or otherwise. Nothing contained in this Lease and
Agreement shall be construed as constituting 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.
000—�j
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ARTICLE IX
INDEMNIFICATION OF LESSOR AND TRUSTEE
Section 901. Lessee shall indemnify and save- Lessor and
the Trustee harmless against and from all claims by or ow behalf of
any person, firm or corporation arising from the comet or manage-
meet of, or from any work or thing done on, the leased premises dur-
ing the term, and against and from all claims arising during the term
from (a) any condition of the leased premises, (by any breach or
default on the part of Lessee in the performance of any, of its obli-
gations under this Lease and Agreement, (c) any act or negligence of
Lessee or of its agents, contractors, servants, employees or licen-
sees, (d) any act or negligence of any assignee or sublessee of
Lessee, or of any agents, contractors, servants, employees or licen-
sees of any assignee or sublessee of Lessee, or (e) any accident, in-
jury or death of any person or persons or damage to any property occur-
ring in, on or about the leased premises. 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 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.
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ARTICLE X
LESSOR MAY PERFORM LESSEE'S OBLIGATIONS
Section 1041. If Ledsee shall fail to keep or perform qty
of its obligations as provided in this Lease and Agreement in re-
spect of: (a) maintenance of insurance; (b) payment of impositions;
(c) repairs and maintenance of the leased premises; (d) compliance
r
w4th legal or ,insurance requirements; (e) keeping the leased premises
li�n free; or (f) making of any other payment or performance of any
other obligations, then Lessor may (but shall not be obligated to do
so), upon the continuance of such failure on Lessee's part far thirty
(30) days after written notice to Lessee, and without waiving or re-
leasing Lessee from any obligation, and as an additional but not ex-
clusive 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 install-
ment of basic rent thereafter falling due,and If not so paid by
Lessees Lessor shall have the same rights and remedies as in the.
case -of default by Lessee in the payment of hasic rent.
ARTICLE XI
PUBLIC UTILITIES 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 supplied to or for the
Lessee upon or in connection with the leased premises throughout -the -"
term of this Lease and Agreement, and to indemnify Lessor and save
it harmless against any liability or damage on such account.
app - a 3
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ARTICLE XII
INSPECTION OF PREMISES BY LESSOR
Section 1201. Lessee shall permit Lessor and the Trustee,
or either of them, by their respective authorised representatives,
to enter the leased premises at all reasonable times during usual
business hours for the purpose of inspection, and for the performance
of any work therein made necessary Ly r,i4. cn of Lessee's_ default
under any of the provisions of this Lease eni Agreement. Lessor may,,-
during the progress of any such work, keep ax-id store on the leased
premises all necessary materials, supplies and equipment and shall
not be liable for inconvenience, annoyance, disturbance, lose of
business or other damage to Lessee suffered by reason of the per-
formance of any such work or the storage of materials, supplies and
equipment.
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ARTICLE XIII
AAMAG$ OR DESTRUCTION
ftc &i_on1221. A. Lessee covenants and agrees that in the
case 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 and, at no cost and expense to
Lessor or Trustee - proceed to restore, repair, replace or rebuild
the s i possible to the condition they were in immedi-
a wage or destruction, subject to such alter*
ti ti elect to make in conformity with the pro-
visa - Q 00 , hereof. Such restoration, repairs, replace-
ments, .Ailding or alterations shall be commenced promptly acid
prosecuted -with- reasonable diligence.
B. Ahl insurance money paid on account of such damage
or destruction shall be applied as hereinafter set forth to the pay-
ment of the cost of the aforesaid restoration, repairs, replacements.,-._
rebuilding or alterations, including expenditures made for temporary
repairs or for the protection of property pending the completion of
permanent restoration, repairs, replacements, rebuilding or altera-
tions to the leased premises, or to prevent interference with the
buaineas operated thereon (hereinafter sometimes referred to as the__
*a toration"). All such insurance proceeds. shah-- be- -p&Wta the_
,heasee. upon receipt by Lessor and the Trustee of:
(a) A certificate signed by an officer of the Lessee
(i) requesting payment of a specified amount
of such insurance proceeds;
(ii) describing in reasonable detail work and
materials theretofore applied by Lessee to the
restoration and in place;
(iii) stating that such specified amount does
not exceed the cost of such work and materials,
including as part thereof the reasonable fees
of any architect or engineer, if any; and
(iv) stating that no part of such cost his
previously butt male tbe, basis. of qty rrgnast
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for the withdrawal of insurance proceeds
under this Article;
(b) A certificate of the architect or engineer in charge
of the restoration, or if there be no architect or engineer, a cer-
tificate-of a third party not in the regular employ of any of the
parties hereto, which architect, engineer or third party must be ap-
proved in writing by the Lessor and the Trustee (which approval shall
not be unreasonably withheld) stating:
(i) that the work and materials Zescribed
in the accompanying certificate of Lessee
were necessary or appropriate to the re-
storation and are in place;
(ii) that the amount specified in such
certificate of Lessee does not exceed the
reasonable cost of such work and materials;
(iii) specifying the additional amount, if
any, required to complete the restoration.
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 completed.
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.
se�cti gnl_W. Notwithstanding the provisions of the fore-
going sections of this Article XIII, Lessee shall not be required to
repair, restore, replace or rebuild the leased premises, or any part
R
thereof, if Lessee, pursuant to the provi•siats of Article XIX, shall
elect to purchase the leased premises and shall proceed to pay the
specified purc"nase price. If Lessee shall so elect, the proceeds of
all insurance shall be placed in and become part of the Bond Fund,
referred to in Section 204, and shall constitute a part of the pur-
chase price provided for in Article XIX. Any excess mount in the
Bond Fund after redemption of all outstanding bonds and payment of
proper charges, fees and expenses incidental thereto shall be paid to
Lessee by the Trustee.
ARTICLE XIV
CONDEMNATION
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Sew YQ1. A. If during the term of this Lease and
111eement 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 mid-
night on the fifteenth day after the vesting of title in such autbs—
ity and rent shall be paid to and adjusted as of that day. In that
event, the condemnation award shall belong to the Lessor and the
Lessee hereby assigns the award to the Lessor. In the event the net
amount awarded as damages or paid as a result of such taking (after "
deducting 411 attorney's fees and other expenses and costs in the
condftnatjon proceeding), together with the amount then in the Bond
Fundy shall be insufficient to pay in full, on the first interest
paying date after receipt of the award and after the required bond
r demption Notice can be given, the amount necessary to pay all
principal, interest, paying agent's fees, redemption premiums, and
all other costs of redemption (all of which, for purposes of this
Section, shall be called "total .xxvL yr emption expense "), Lessee
agree# 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
taking of all of the leased premises or a taking of such a portion
of the leased premises that the Lessee cannot reasambly operate in
the remainder in substantially the Game manner as before.
B. If less than substantially all of the leased premise&
small be taken or, condemned by a competent authority for any public
000- �
A -4�
..
use or purpose, neither the term nor any I of the ob13,gati ono_. pf . either'
party under this Lease and Agreement shall be affected cr reduced in
any way, 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 tie efficiency of the
improvements; and
(ii) The entire condemnation award 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.
The said award shall be transferred to the Lessee
in the same manner $s is provided in Section 1301
with respect to insurance proceeds, provided that
the words "insurance proceeds" there referred to
shall for purposes of this sub - paragraph (ii) refer
to "condemnation award ". If the net condemnation
award is in excess of the amount necessary to re-
pair and rebuild as specified in (I) above, such
excess shall be paid to and belong to the Lessor
and the Lessee shall 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 obligations of Lessee shall bo
paid to and belong to the Lessor. If the net con-
demnation award is less than the amount necessdry
for the Lessee to repair and rebuild as set forth
in (i) above, the Lessee shall nevertheless complete
the repair and rebuilding work snd pay the toot
thereof; and '
( iii) if no part of the improvements 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 203 hereof, and the
Lessee shall not be required to pty any basic
rent thereafter except when and to the extent
basic rent becomes due and payable in excess of
the amount so credited; and
(iv) In the case of a taking of less than sub -
atantially all of the leased premises, the Lessee
shall have the right to participate in such maser
as it may see fit, but at its am expense, in the
.. -� s
condemnation proceedings to the end of obtaining
the maximoum condemnation award justified by the
taking.
C. in the event of a taking under either A or B above,
the Lessee shall have the right to prove in the condemnation pro-
f
c�edings and to receive any award which may be made for damage to or
condemnation of Lessee's own property.
D. If the use for a limited ?erfod of all or part of the
leased premises shall be taken by right of eminent domain, this
Lease and Agreement shall not be thereby term;na ted and the parties
shall continue to be obligated under all of irs terms and provisions.
If such taking is for a period of time ending on or prior to the ex-
piration 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 ex-
tends beyond the expiration of the term, 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 period.
Section 1402. In the event of a taking of all or sub-
stantially all of the leased premises as provided in Section 1401A,
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 tha
amount of rent so paid after the date provided in Section. 1401 A f4w
the adjuot t of rent. This agreement to repoLy shall not be con-
stied in any way to impair or diminish Lessee's obligations under
Section 1401 to-- pay- as --a mvnit- the anavat of say insaffi-
y '
ciency of Abe net cation award and the funds in the Bond Fund
to pay the total bond redemption expense as therein defined.
Section 1443. Notwithstnding the fact that all or any
part of the leased premises shall be taken by right of eminent do-
nain, Losses shall have the right to exercise any purchase option
,Sranted to it by the provisions of Article XIX hereof and the fore-
going provisions of this Article XIV sli,.11 be construed in the light
of the effect of any purchase option so exec_. -ised by Lessee. In the
event of the exercise of an option to purchase and payment of the
purchase price, whether before or after such taking, the entire con-
demnation award shall belong to Lessee.
1 V
ARTICLE XV
ASSIGNMENT
Section 1501. A. Lessee may assign this Lease or sublet
the premises or part thereof provided that no such assignment or sub-
letting and no dealings or transactions between the Lessor or the
Trustee and any sub - lessee or assignee shall relieve the Lessee of
any of its obligations under this Lease and Agreement and Lessee
shall remain as fully bound as though no assignment or subletting
had been made, and performance by any assignee or sub - lessee shall
be considered as performance pro tanto by Lessee; provided, however,
that if Lessee shall assign this Lease as part of a transaction in-
volving the merger or consolidation of Lessee with or into, or the
sale of all or substantially all of Lessee's assets to, another cor-
poration and such other corporation shall expressly assume and agree
to perform all of Lessee's obligations under this Lease and Agreement,
Lessee shall be released 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 evi-
dence in the form of financial statements certified by an indepen-
dent certified public accountant or firm of independent certified
public accountants, of recognized standing, reflecting that the not
assets of such other corporation are at least equal to the net assets
of the Lessee inmediately prior to such merger, consolidation or sale.
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, interest on and Paying Agent's fees in connection with
the bonds, and such an assignment is hereby approved with no further
or additional approval or consent by Lessee being required. Lessor
shall make no other assignment of all or any part of its right, title
and interest to and under this Lease and Agreement without the prior
written consent of Lessee.
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1 V
ARTICLE XV
ASSIGNMENT
Section 1501. A. Lessee may assign this Lease or sublet
the premises or part thereof provided that no such assignment or sub-
letting and no dealings or transactions between the Lessor or the
Trustee and any sub - lessee or assignee shall relieve the Lessee of
any of its obligations under this Lease and Agreement and Lessee
shall remain as fully bound as though no assignment or subletting
had been made, and performance by any assignee or sub - lessee shall
be considered as performance pro tanto by Lessee; provided, however,
that if Lessee shall assign this Lease as part of a transaction in-
volving the merger or consolidation of Lessee with or into, or the
sale of all or substantially all of Lessee's assets to, another cor-
poration and such other corporation shall expressly assume and agree
to perform all of Lessee's obligations under this Lease and Agreement,
Lessee shall be released 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 evi-
dence in the form of financial statements certified by an indepen-
dent certified public accountant or firm of independent certified
public accountants, of recognized standing, reflecting that the not
assets of such other corporation are at least equal to the net assets
of the Lessee inmediately prior to such merger, consolidation or sale.
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, interest on and Paying Agent's fees in connection with
the bonds, and such an assignment is hereby approved with no further
or additional approval or consent by Lessee being required. Lessor
shall make no other assignment of all or any part of its right, title
and interest to and under this Lease and Agreement without the prior
written consent of Lessee.
•� Y
ARTICLE XVI
PRIORITY OF LEASE
Section 1601. Notwithstanding anything to the contrary in
thisr-Lease and Agreement, this Lease and Agreement (and any amend.
went or supplement thereto 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 any other and all encumbrances, mortgages,
deeds of trust and trust indentures, or any of them, now or hereafter-
a lien upon the leased premises or any part thereof or interest
therein, including without limitation, the Trust Indenture and all
supplements thereto securing the bonds.
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ARTICLE XVII
REMEDIES ARE CUMULATIVE -
NO IMPLIED WAIVER
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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 azW default.- -sh*,U
be deemed a waiver of such default.
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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 de-
fault 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 Sec-
tion 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 (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 bankruptcy or for reorganization or for the adoption of an arrange-
ment under the Bankruptcy Act (as now existing or in the future
amended) or an answer or other pleading admitting the material allega-
e60 - A4
/9-4
r
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 assign-
went 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 substantial
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 wits-ont 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 petition filed
against it for the effecting of an arrangement in bankruptcy or for a
reorganization pursuant to said Bankruptcy Act or for any other Judi-
cial modification or alteration of the rights of creditors, or
(vii) by the net worth of Lessee and its consolidated subsidiaries
(determined in accordance with generally accepted accounting princi-
ples) dropping below Four Million Dollars ($4,000,000) as determined
by an independent certified public aecountant of recognized standing;
then:
In any such eventr Lessor shall have the right at its elec-
tion, then or at any time thereafter while such event,of default shall
continue, either
(1) 'To give Lessee written notice of intention to terminate
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 claiming
through or under Lessee and remove the effects of both or either
(forcibly, if necessary) without being deemed guilty of any manner of
trespass and without prejudice to any remedies for arrears of rent or
preceding breach of covenant. Should,Lessor elect to re -enter as pro-
vided 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 or 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 tQ the premises. No such re -entry or
taking of possession of the premises by Lessor shall be construed as
an election on Lessor's part to terminate this Lease unless a written
notice of such intention be given to Lessee or unless the termination
thereof be decreed by a court of competent jurisdiction.
Section 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 termination, and
thereafter Lessee, until the end of what would have been the term of
this Lease in the absence of such termination, and whether or not,the
leased premises shall have been relet, shall be liable to Lessor for,
and *ball pay to Lessor, as liquidated current damages,
(a) The basic rent and additional rend: and other sums as
hereinbefore provided which would otherwise be payable hereunder if
such termination had not occurred, less,
(b), The net proceeds, if any, of any resetting of the
leased premises, after deducting all of Lessor's expenses in connec-
tion with such reletting, including, without limitation, all re-
possession costs, brokerage commissions, legal expenses, attorney's
fees, expenses of employees, alteration costs, and expenses of prepara-
tion for such resetting.
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 entitled
to recover from Lessee, and Lessee shall pay to Lessor, on demand, as
liquidated final damages and in lieu of all such current damages be-
yond the date of such demand, an amount equal to the excess, if any, of
(x) the basic rent and additional rent and other sums
as hereinabove provided which would be payable here-
under 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 shad 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.
,§ection 1W. 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 satisfactory tenant for the leased premises
for a substantial 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 reletting as defined
in sub - paragraph (b) of Section 1802 hereof.
Section , 1804. In the event of a termination of this Lease,
Lessee, so far as permitted by law, hereby expressly waives (a) any
right of redemption or re -entry or repossession or to restore the
operation of this Lease, (b) any right to a trial by jury in the event
of slaomary proceedings, and (c) the beref16ts of any laws now or her",
after in force exempting property from liability for rent or for
debt.
Section M. 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 Lessor upon
a reletting, are each to be construed as providing that all such pay-
ments by Lessee or others shall be made into the Bond Fund referred
to in Section 204 and Lessee's said obligations shall further be sub-
ject to. the provisions of Section 203(a)(3).
1�
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ARTICLE XIX
LESSEES OPTIONS
Section 1901. Lessee shall have and is hereby granted the
options to extend this Lease and Agreement for five (5) successive
terms of ten (10) years each, for a basic annual rental of Twelve.
Thousand Dollars ($12,000) per year payable in equal monthly install-
ments in advance plus additional rentals hereinabove provided in
Article II hereof. The options granted in this Section 1901 may be
exercised by Lessee 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.
Section 1902. A. Prior to December 1, 1966, Lessee shall
have the right and option to purchase the leased premises if, but
only if s
(i) Lessor shall default in the performance of
any of its obligations under this Lease and
Agreement;
(ii) The leased premises shall sustain major
damage or destruction;
(iii) Title to or the temporary use of the whole
or any part of the leased premises shall be con-
demned as provided in Article XIV hereof; or
(iv) An event of default shall occur under
Section 1801(d)(vii) by the net worth of Lessee
dropping below $4,000,000.
The term "major damage or destruction" as used in sub-
section (ii) is defined to mean any damage or injury to or destruc-
tion of the leased premises or any part thereof (whether or not re-
sulting 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
000 - Z�
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manufacturing operations therein for a period of seventy -five (75)
working days or the restoration cost of which would exceed the total
amount of insurance carried on the leased premises in accordance with
the provisions of Article IV hereof.
B. On and after December 1, 1966 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 pur-
chase 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 outstanding
bonds (including, without limitation, principal, interest, redemp-
tion 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
Paragraph B of this Section shall be the applicable one of the
following:
(1) If no bonds shall be outstanding at the time of
purchase, or if the redemption or retirement of bonds shall be or
have been otherwise provided for, the purchase price shall be
either
(a) The depreciated value of the leased
premises as of the date of purchase,
or
41 ,- I
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(b) The appraised value of the leased premises
as of the date of purchase as determined
by three appraisers or a majority thereof,
one to be appointed by the Lessor, one
by the Lessee and the third by the other
two, and if the other two cannot agree
within fourteen (14) days after the
appointment of the latter of the two,
the third shall be appointed by one of
the Circuit Judges of the Pulaski County
Circuit Court, or
(c) The sum of $1009000,
whichever of (a), (b) or (c) is the lowest, or
(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 limita-
tion, principal, interest, redemption premiums, if any, expenses
of redemption and Paying Agent's fees), but after deduction of
MW 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
paymentof the purchase price hereinabove specified, deliver to
Lessee a general warranty deed transferring good and merchantable
title to the leased premises to Lessee free and clear of all liens
and encumbrances except those to which title was subject when ac-
quired by Lessor, or resulting from any failure of Lessee to per-
form any of its obligations under this Lease and Agreement; 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 said proceeds to such redemption 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 - paragraph 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 premises by eminent domain.
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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, 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 address-
ed as follows:
If intended for Lessee:
Jacuzzi Bros., Inc.
Little Rock, Arkansas
If intended for Lessor:
City of Little Rock, Arkansas
City Hall
Little Rock, Arkansas
If intended for the Trustee:
Union National Bank of Little Rock
Little Rock, Arkansas
Either party or the Trustee may charge the address and
name of addressee to which subsequent notices are to be sent by
notice to the other parties given as aforesaid.
ovc- 2 4-
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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, Arkansas.
ARTICLE XXII
GENERAL
Section 2241. 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 per-'
forming 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 Agree-
sent or the application thereof to any person or circumstances shall,
to any extent, be determined to be invalid or unenforcible, 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 unenforcible, 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 de
fine, limit or describe the scope or intent of this Lease and Agree-
ment or any part thereof, or in any wise affect this Lease and Agree-
ment and shall not be considered in any construction thereof.
000 - a y
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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
Tnueteo 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
iaotire 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
os performed by the Lessee, the Trustee shall be entitled, in the
n4me of the Lessor, or in its own name (in accordance with the pro-
visions of the Trust Indenture) to enforce each and every right or
remedy herein accorded in this Lease and Agreement,to Lessor in the
event of the non - performance or non - observance by Lessee of any such
promise, covenantor agreement.
fiction 2206. The provisions of this Lease and Agreement
*all bind and inure to the benefit of the parties hereto and their
llespective 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 and
Agreement without the prior written approval of the Trustee.
Trustee:
Section 2208. Lessee shall furnish to Lessor and to the
(a) As soon as available and in any event within one hun-
dred twenty (120) days after the end of each fiscal year of the
Lessee, a consolidated balance sheet of_the Lessee and its con-
solidated subsidiaries as at the end of such fiscal year and the re-
lated statements of income and surplus for such fiscal year, all in
reasonable detail and accompanied by a report or certificate of in-
dependent certified public accountants of recognized standing, in the
banner normally reported by the Lessee to'its shareholders, and
(b) Copies of all reports ,sent to stockholders of the
Lessee other than routine reports enclosing dividend checks.
.f) f
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ARTICLE XXIII
EXPANSION OF FACILITIES
Sec =2301. The progress of Lessee's business may justify
an expansion of the industrial plant or the construction of additional
ivAustrial facilities (herein referred to as "additional facilities ")
to such an extent that Lessee may not desire to proceed under the
provisions of Section 502 to construct such facilities. Therefore,
It is agreed, subject to all of the provisions of this Article`XXIII,
as follows:
(a) If Lessor shall be willing to finance the additional
facilities desired by Lessee, and Lessor and Lessee can agree upon
the basis upon which such additional facilities shall be constructed
and leased to Lessee, the land involved in such expansion program
shall automatically be withdrawn from this Lease and Agreement upon
becoming subject to a separate Lease and Agreement between Lessor
and Lessee;
(b) If
Lessor shall be
unwilling or
unable
to finance the
needed additional
facilities, or
if Lessor and
Lessee
cannot agree
upon any of the provisions of a separate Lease and Agreement, and
the additional facilities involved include at least a structure of
50,000 square feet of floor space, Lessee shall have the right, upon
written notice to Lessor, to require Lessor to convey the lands to
be involved in said expansion program to Lessee by general warranty
deed.
Section 2302. Lesson shall make appropriate provisions in
the Trust Iq4eptuRre for a release of the lands to be involved U,
paid expansion program (under either Section 2301(a) or Section
2301(b) from the lieu of the Trust Indenture. The consideration to
be paid by Lessee to Lessor upon conveyance of the land pursuant to
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the provisions of Section 2301(b) shall be One Dollar ($1.00) and
the mutual benefits to be derived by the parties from such expansion
program.
SectiM 2303. The fact that the land involved in such
expansion program shall cease to be subject to this Lease and Agree -
ment 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
additional rent or any of the other covenants and obligations on the
part of Lessee to be performed under this Lease and Agreement, or
result in any diminution thereof.
Secl„i_ 304. Lessee's expansion program and the land
subject 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 neces-
sary for adequate ingress and egress to and from said buildings and
structures plus such additional land adjacent to the buildings and
structures, as may be reasonably necessary for the proper and
efficient use of such buildings and structures for the purposes in-
tended, 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.
• r
the provisions of Section 2301(b) shall be One Dollar ($1.00) and
the mutual benefits to be derived by the parties from such expansion
program.
SectiM 2303. The fact that the land involved in such
expansion program shall cease to be subject to this Lease and Agree -
ment 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
additional rent or any of the other covenants and obligations on the
part of Lessee to be performed under this Lease and Agreement, or
result in any diminution thereof.
Secl„i_ 304. Lessee's expansion program and the land
subject 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 neces-
sary for adequate ingress and egress to and from said buildings and
structures plus such additional land adjacent to the buildings and
structures, as may be reasonably necessary for the proper and
efficient use of such buildings and structures for the purposes in-
tended, 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.
� r
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 officer3 as of the day
and year first hereinabove written.
ATTEST:
City Clerk
( SEAL)
ATTEST:
Secretary
(SEAL)
CITY OF LITTLE ROCK, ARKANSAS
L E S S O R
By
Mayor
JACUZZI BROS., INC.
L E S S E E
By
President
y
ACKNOWLEDGt LENT
STATE OF ARKANSAS )
COUNTY OF PULASKI )
On this day of , 1961, before
me, a Notary Public duly commissioned, qualified and acting, within
and for the State and County aforesaid, appeared in person the within
named W. C. Knoop and Pauline G. Beeson, Mayor and City Clerk, re-
spectively, 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 , 1961.
W commission expires:
Notary Public
ACKNOWLEDGMENT
STATE OF )
COUNTY OF
4 s
On this day of .___. , 19612 be-
fore me, a Notary Public duly co ®issioned, qualified and acting,
within and for the County and State aforesaid, appeared in person
the within named and ,
President and Secretary, respectively,
of Jacuzzi Bros., Inc., a California corporation, to me personally
well known, who stated that they were duly authorized in their re-
spective capacities to execute the foregoing instrument for and in
the name and behalf of said corporation, and further stated and ack-
nowledged that they had so signed, executed and delivered said fore-
going 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 , 1961.
Notary Public
My commission expires:
EXHIBIT "A"
A part of the North Half of the Southeast Quarter
(Nk SEA) of Section 8, Township 1 South, Range 13
West, Pulaski County, Arkansas, more particularly
described as follows: Beginning at the Southeast
Corner of the Northeast Quarter (NEk) of the South-
east Quarter (SEk) of Section 8, Township 1 South,
Range 13 West, thence North along the East line of
said Section 8, 430.6 feet; thence South 82 degrees
50 minutes West 1258.3 feet to the point of beginning
proper, said point being on the North right of way
line of railroad; thence along the said right of
way line South 82 degrees 50 minutes West 1217.9
feet to a point; thence North 2 degrees 45 minutes
West 630 feet to a point on the South right of way
line of.Interstate Highway #30; thence in a North-
easterly direction along the South right of way
line of said Highway 1249.6 feet to a point; thence
South 2 degrees 45 minutes East 794 feet to a point,
said point being the point of beginning proper, con-
taining 20 acres, more or less; and
A tract of land in the East Half (Ek) of Section 8,
Township 1 South, Range 13 West, Pulaski County,
Arkansas more particularly described as: Starting
at the Southeast Corner of Section 8, Township 1
South, Range 13 West, Pulaski County, Arkansas; thence
North -along the section line between Sections 8 and 9,
1799.3 feet to a point at the intersection of the north
right of way line for the Missouri Pacific Railroad and
said section line; thence South 80 degrees 54 minutes
west along said north right of way line for the
Missouri Pacific Railroad 30.0 feet to the point of
beginning; thence continue South 80 degrees 54 minutes
west along said right of way line 1228.3 feet to a
point; thence north 4 degrees 44 minutes west 794.1
feet to a point on the south right of way line for
U. S. Highway No. 67; thence northeasterly along a
3970.0 feet radius curve to the left 996.5 feet to
a point on the west right of way line for the new
county road (to Vimy Ridge); thence south 39 degrees
05 minutes east along said west right of way line 497.5
feet to a point; thence continue southeasterly along
a 352.0 foot radius curve to the right and along said
west right of way line 240.0 feet to a point; thence
continue south along said west right of way line
468.41 feet to the point of beginning, containing
26.470 acres more or less.
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Also, the following described parcel of real property
consisting of 4.62 acres, more or less, for the purpose of providing
a sewage disposal lagoon, together with easements in connection
therewith for the construction and maintenance cf a sewer line and
for right of entry, said real property and easements being subject
to a reverter in the event same shall no longer be used for these
purposes, said real property and easements being more particularly
described as follows:
Part of the SWk of the NWk, Section 9, Township
1 South, Range 13 West, more particularly des-
cribed as follows:
Commencing at the SW corner of the NWk, Section
9, Township 1 South, Range 13 West, and running
thence north 870 55' east, a distance of 300 feet
to the point of beginning of the parcel of land
herein described; thence north 00 07' west, a dis-
tance of 250.00 feet to a point; thence north
440 53' east, a distance of 141.42 feet to a point;
thence north 870 55' east, a distance of 490.00
feet to a point; thence south 00 07' east, 350.00
feet to a point; thence south 870 55' west, a distance
of 590.00 feet to the point of beginning, containing
4.62 acres, more or less, all in Pulaski County,
Arkansas.
Also, an easement for the construction and maintenance
of a sewer line upon, through, or under the following
described easement, said easement being 10 feet, lying
5 feet each side of the following described easement
in the SEk of the NE'k. Section 8, and the SWk of the
NWk, Section 9, Township 1 South, Range 13 West,
Pulaski County, Arkansas, more particularly-described
as follows: Beginning at the SW corner of the NWk,
Section 9, Township 1 South, Range 13 West; thence
south 890 53' west, a distance of 188.81 feet to a
point on the east right -of -way line of a County Road;
thence north 390 13' east along the right -of -way line
of said County Road, a distance of 39.33 feet to a
point of beginning of the centerline of the easement
described; thence north 520 14' east, a distance of
205 feet; thence north 870 55' east, a distance of
approximately 360 feet.
Also, an easement for right of entry upon or through
the following described easement, said easement being
10 feet, lying 5 feet on each side of the following
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-4 A.
described centerline in the SEk of the NEk, Section
8, and the SWk of the NW'k, Section 9, Township 1
South, Range 13 West, Pulaski County, Arkansas, more
particularly described as follows: Beginning at the
SW corner of the NWk. Section 9, Township 1 South,
Range 13 West; thence north 00 07' west 514.15 feet
to the south right -of -way line of U. S. Highway 67;
thence south 47 33' west, a distance of 284.5 feet
to a point; thence south 520 07' west, a distance of
2.5 feet to a point on the south right -of -way line
of U. S. Highway 67 and the point of beginning of
the easement herein described; thence south 390 13'
east, a distance of 255.0 feet to a point, thence
north 870 55' east, a distance of approximately
360 feet.
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Se tiM 2,. That the Mayor and City Clerk be, and they
are hereby, authorised and directed, for and on behalf of the City,
to do all things, execute all instruments and otherwise take all
action necessary to the realisation of the City's rights and to the
discharge of the City's obligations as Lessor under said Lease and
Agreement.
Section 3. That the provisions of this ordinance are
hereby declared to be separable and if any section, phrase or pro-
vision shall, for any reason, be declared to be invalid, such declara-
tion shall not affect the validity of the remainder of the sections,
phrases or provisions.
Section 4. That all ordinances and parts of ordinances
in conflict herewith are hereby repealed to the extent of such con-
flict.
Section 5. That there is hereby found and declared to be
an immediate need for the securing and developing of industry in
order to provide additional employment, alleviate unemployment and
provide increased payrolls and other benefits incidental to the
operation of a substantial industry, and that the execution and de-
livery of the Lease and Agreement authorised by this ordinance are
necessary for the accomplishment of these public benefits and pur-
poses. 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: October 2, 1961
City Clerk
APPROVED:
�l.
Mayor
.t
a +
CERTIFICATE
_The undersigned, City Clerk of Little'Rock, Arkansas,
hereby certifies that the foregoing pages numbered 1 to ,
inclusive, are a true and perfect
passed at a
of Little Rock, Arkansas, held at
Board of Directors at
day of , 19610
in Ordinance Record Book No,
possession.
( SEAL)
copy of Ordinance No.
session of the Board of Directors
the regular meeting place of the
o' c lock __„_,_m. on the
ind that the ordinance is of record
,_,,,_,, page , now in my
Given under my hand and seal this of
1961.
City Clerk.