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HomeMy WebLinkAbout675NOW 1"W ORDINANCE N0. r1_._ . AN ORDINANCE AUTHORIZING A RENEWAL LEASE AGREEMENT BY AND BETWEEN THE CITY OF BATESVILLE, ARKANSAS AND BATESVILLE RUBBER COMPANY, COVERING THE PROPERTIES DESCRIBED IN A LEASE AGREEMENT BY AND BETWEEN SAID PARTIES AUTHORIZED BY ORDINANCE N0. ; AUTHORIZING THE EXECUTION OF SAID RENEWAL LEASE AGREEMENT BY THE MAYOR AND CITY CLERK FOR AND ON BEHALF OF THE CITY IN THE FORM APPROVED BY THIS ORDINANCE; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLAR- ING AN EMERGENCY. BE IT ORDAINED by the City Council of the City of Batesville, Arkansas: Section 1. That the City of Batesville, Arkansas proposes to lease to Batesville Rubber Company, an Arkansas corporation, certain lands, buildings, improvements, machinery and equipment described in the form of a Lease Agreement authorized and approved by Ordinance No. / _5 of the ordinances of the City of Batesville adopted and approved on the / � t4- day of September, 1960. That the City and Batesville Rubber Company have agreed upon the form of a renewal lease agreement which must be executed at or near the time of execution of the Lease Agreement authorized by said Ordinance No. 6"J/ 3 . Therefore, there is hereby authorized the execution of a Renewal Lease Agreement by and between the City of Batesville, Arkansas and Batesville Rubber Company, an Arkansas corporation, in the form and with the contents hereinafter set forth and the Mayor and City Clerk be, and they are hereby, authorized and directed to execute, acknowledge and deliver said Renewal Lease Agreement for and on behalf of the City. The form and contents of said Renewal Lease Agreement, made a part hereof, are as follows: Em RENEWAL LEASE AGREEMENT THIS AGREEMENT, made and entered into this 24th day of October, 1960, by and between the City of Batesville, Arkansas, a city of the first class, (hereinafter referred to as "Lessor") and Batesville Rubber Company, an Arkansas corporation, with its principal offices in Batesville, Arkansas, (hereinafter referred to as "Lessee"). WHEREAS, on the 24th day of October, 1960, the Lessee entered into a certain Lease Agreement for certain premises located in Independence County, Arkansas, together with a building, improvements, machinery, and equipment as specifically set forth in said Lease, and WHEREAS, as a part of the consideration for the Lessee entering into said lease, the Lessor gives to the Lessee an option to renew this lease on the expiration of the initial term for an additional term pursuant to an Agreement entered into contempora- neously with said original Lease Agreement. NOW, THEREFORE, in consideration of the covenants and undertakings herein expressed, the parties do hereby enter into such contemporaneous agreement as follows: The Lessor hereby demises and leases to the Lessee and the Lessee does hereby rent and hire from the Lessor those certain premises located in the County of Independence and State of Arkansas, more particularly described as follows: Part of the West Half (W-1) of Section 10, Township 13 North, Range 6 West, described as follows: Beginning at a point on West line of Highway 167, said point being 106 feet West and 659 feet and 10 1/2" South from the Quarter Section corner between Sections 3 and 10, said point being also the Southeast corner of the Felts Motel Tract, (see deed recorded Book Y-6, page 381); thence North 84 degrees West along the South line of said tract and extension thereof 861 feet to a point; thence South 200 feet to a point; thence West 300 feet to a point; thence South 200 feet to a point; thence West 914 feet to a point on the East right-of-way line Of Missouri Pacific Railroad; thence along said East right-of-way line, South 36 degrees East 1300 feet and South 32 degrees East 1120 feet to the West right-of-way line of Highway 167; thence along said West right-of-way line North 32 degrees East 900 feet; thence North 21 degrees East 300 feet; thence North 15 degrees East 483 feet; thence North 800 feet to place of beginning, containing 56.2 acres, more or less. Page 2 including all buildings, improvements, machinery and equipment located on said leased premises owned by the Lessor. TO HAVE AND TO HOLD the same for a term of five (5) years beginning on the expiration of the initial term of said Lease Agreement, dated October 24 , 1960, and the Lessee hereby agrees to pay therefor a monthly rental of Two Hundred Eighty Dollars ($280.00), payable in advance on the first business day of each month during said term to the Lessor. Said leased premises may be used for the manufacture of shoe products and rubber goods or for any other lawful purpose. PROVIDED ALWAYS, that this renewal lease is entered into upon the following terms and conditions, all of which the parties hereto covenant to keep and perform: 1. The Lessee agrees that in the use and occupancy of said buildings, it will at all times comply with all applicable sanitary and safety laws, rules and regulations, and will commit no nuisance upon the premises and will permit no nuisance to be committed upon the premises by others. 2. The Lessee agrees to keep the buildings upon the above described site and the machinery and equipment installed therein owned by the Lessor insured against loss or damage by fire with Uniform Standard Extended Coverage Endorsement covering perils of windstorm, hail, explosion, riots, civil commotion, aircraft, vehicles and smoke (except as limited in the present Uniform Standard Extended Coverage Endorsement) in an amount not less than the option price specified in Paragraph 11, and to pay the premiums thereon and to keep said insurance in full force and effect during the entire term of this lease and any extension thereof. Each policy shall be so written or endorsed as to make losses, if any, payable to the Lessor and the Lessee as their respective interests may appear. A duplicate copy or "Certificate" of each such policy of insurance shall be furnished to the Lessor for its records. 3. The Lessee agrees that, during the term of this lease and during the term of this lease as extended, if extended, it will keep the leased premises and all buildings and improvements thereon and the appurtenances thereto and the equipment and Page 3 M machinery therein owned by the Lessor in good repair at its own cost and upon the expiration or termination of this lease or any extension thereof, it will surrender said leased premises and improvements and appurtenances and equipment and machinery to the Lessor in as good condition as prevailed at the time they were put in full possession thereof, ordinary wear and tear and acts of God excepted, subject to the provisions of Paragraphs 4 and 5 hereof. 4. The Lessee shall have the privilege of remodeling the buildings or making improvements on said leased premises from time to time as it in its discretion may determine to be desirable for its uses and purposes, but the cost of such improvements and remodeling shall be paid for by the Lessee and shall be the property of the Lessor, except that the Lessee shall have the right to remove from the leased premises at any time before the expira- tion or termination of this lease or any extension thereof, any machinery, fixtures, equipment, appliances, improvements, or things placed in or upon the leased premises by the Lessee which can be removed without material damage to the existing buildings or structures; or in the event such removal causes material damage to the existing buildings or structures, restoration and repair of such damage shall be at the sole expense of the Lessee. 5. The Lessee shall have the privilege from time to time of substituting machinery and equipment for any machinery and equipment the cost of which was paid by the Lessor, provided that the machinery and equipment so substituted is of equal or greater value than that replaced and any such substituted machinery and equipment shall become the property of the Lessor and be included in the terms of this agreement and the replaced machinery and equipment shall become the property of the Lessee. The Lessee shall also have the privilege of removing any machinery and equip- ment the cost of which was paid by the Lessor without substitution therefor, provided the Lessee pays to the Lessor a sum equal to such portion of Fifty Thousand ($50,000) Dollars as the original cost of such removed machinery and equipment bears to the original cost of all machinery and equipment. Page 4 6.(a) If the structural portion of the main industrial building situated upon the leased premises shall be totally de- stroyed by fire, flood, windstorm or other casualty or sub- stanti.ally destroyed to the extent that it shall be rendered un - tenantable for occupancy by the Lessee, then the Lessee shall have the right to terminate this lease upon written notice to the Lessor, and the total amount collected under any and all policies of insurance covering such casualty (other than policies of in- surance with respect to property owned by the Lessee) shall be paid to the Lessor. (b) If the Lessee elects not to terminate this lease as hereinbefore permitted by subsection (a) or if any of the build- ings or improvements on the leased premises or any of the machinery and equipment located therein owned by the Lessor shall be damaged or partially destroyed by fire, flood, windstorm or other casualty, there shall be no abatement or reduction in the rent payable by the Lessee to the Lessor, all policies of insurance covering such casualty shall be paid to the Lessee, and the Lessee shall repair and restore such damages. Such restoration or repairs may be made in a manner so as to make the facilities more useful. Notwithstanding the foregoing provisions of this paragraph 6 Lessee shall not be required to repair, restore, replace or re- build if Lessee, pursuant to the provisions of paragraph 11, shall proceed to exercise Lessee's option to purchase set forth in said paragraph 11 within thirty (30) days after the leased premises shall be so damaged or destroyed and shall pay the purchase price required by said paragraph 11. In the event Lessee exercises its option to purchase and pays the required purchase price, proceeds of any insurance shall be paid and delivered to the Lessee. 7. (a) If the leased premises, or any part thereof, shall be appropriated and taken for any public use by virtue of eminent domain or condemnation proceedings or if by reason of any law or ordinance the use of the leased premises by Page 5 the Lessee for any of the specific purposes herein referred to shall become unlawful, Lessee shall have the right to terminate this lease upon written notice to the Lessor, and rental shall be paid only to the time when the Lessee releases possession of the leased premises, and any rental paid in advance beyond such tj_Th shall be returned by the Lessor to the Lessee on demand. In the event of such termination by the Lessee the entire con- demnation award shall belong to the Lessor and the Lessee hereby assigns and transfers to the Lessor any and all awards made in such condemnation proceeding; provided, however, Lessee shall have the right in any such proceeding to prove and to receive any award made to it by reason of a taking of any of Lessee's property. (b) If the Lessee does not elect to terminate in accordance with the provisions of sub -paragraph (a) above, the Lessee may continue in possession of that part of the leased premises not so appropriated or taken in said condemnation proceeding under the same terms and conditions hereof except in such case the Lessee shall be entitled to an equitable reduction in the rental payable hereunder, and the condemnation award shall be the property of the Lessor and the Lessee hereby assigns and transfers to the Lessor any and all awards made in such condemnation proceeding, except that the Lessee shall have the right to prove in the condemnation proceeding and to receive any award made to it by the reason of the taking of any of Lessee's property. (c) If the use, for a limited period, of all or part of the demised premises shall be taken by right of eminent domain this lease shall not be thereby terminated and the parties shall continue to be obligated under all of its terms and provisions. If such taking is for a period of time ending on or prior to the expiration of the particular renewal term of this renewal lease then in existence, Lessee shall be entitled to receive the entire amount of the award made for such taking. C3 Page 6 If such taking is for a period which extends beyond the particular renewal term of this renewal lease then in existence, Lessee shall be entitled to that portion of the entire award allocable to the period of time from the date of such t-aking to the date of the expiration of said renewal term and Lessor shall be entitled to the amount allocable to the remainder of such period (unless Lessee shall exercise its richt of renewal or purchase as hereinafter specified in sub-pa-°agraph (d) below in which event Lessee shall continue to releive the entire amount of the award). (d) Notwithstanding the provisions of the foregoing sub -paragraphs of this paragraph 7, Lessee shall have the right to exercise Lessee's options to renew and/or to purchase set forth in paragraph 11 hereof, if Lessee gives notice of its election within thirty (30) days after title shall be vested in the competent authority condemning the same or in the case of the temporary taking within thirty (30) days after the right of possession is obtained by the competent authority condemning the same. In the case of the exercise of the option to purchase upon payment of the purchase price required by paragraph 11 the entire amount of any condemnation award shall belong to the Lessee. 8. It is made a condition under this lease that, if the Lessee shall fail to pay any one or more monthly rental installments, or any part thereof, for a period of thirty days after the same becomes due and payable, the Lessor may cancel and terminate this lease and recover possession of the leased premises after giving to the Lessee thirty (30) days' prior written notice, which notice may be deposited in the United States registered mail, addressed to the Secretary of the Lessee, at its principal office, or such other address designated by the Lessee from time to time upon written notice to the Lessor; provided, however, that within thirty (30) days from the receipt of said registered mailed notice, the Lessee shall have the privilege of paying to the Lessor all accrued and unpaid rentals, in which event said notice shall be of no effect. CM Page 7 9. The Lessee covenants that at all times it will pro- tect and hold the Lessor harmless against claims for losses, damage or injury, including death of or injury to the person or damage to the property of others resulting from a wrongful or negligent act or default of the Lessee, its agents, servants or employees, in, on or about the leased premises, including the driveways, sidewalks and roadways thereof, or for any other violations by the Lessee of the terms of this lease; and it is understood and agreed that the Lessor shall not be liable for any damage or injury to the persons or property of the Lessee or its agents, servants or employees, or any other person who may be upon the leased premises due to any act or negligence of any person or caused by fire, water, steam, gas, sewage, electric current, or by the breaking, leaking or destruction of pipes, or by any explosions; and that all personal property brought upon the leased premises by the Lessee, its servants, agents or employees, shall be at the sole risk of the Lessee or of said agents, servants or employees and the Lessor shall not be liable for any damage thereto or destruction thereof. 10. It is further agreed that, if the Lessee shall default in the performance of any of the terms, provisions, covenants,or conditions on its part to be performed, kept or observed hereunder, then and in any such event, the Lessor at its election may terminate this lease at any time thereafter, and recover possession of the leased premises by giving thirty (30) days' written notice, specifying said default or defaults, mailed by registered mail to the Secretary of the Lessee at its principal office, or such other address designated by the Lessee from time to time upon written notice to the Lessor, and at the expiration of such thirty (30) day period, this lease and all of the estate, right, title and interest herein granted to or vested in the Lessee shall cease and terminate unless within such thirty (30) day period all such default or defaults shall have been fully performed, except in the event that the curing of such default takes more than thirty (30) days and the Lessee is proceeding to cure the default as soon as possible. Page 8 11. (a) The Lessee may extend this renewal lease and all terms and conditions hereof for ten (10) renewal terms of five (5) years each. Each extension shall be accomplished by the Lessee giving the Lessor written notice at least sixty (60) days prior to the end of the renewal term then in existence of Lessee's election to extend the lease for the next succeeding renewal term. (b) The Lessee is hereby granted the additional option to purchase from the Lessor the fee simple title to the lands and the buildings and improvements thereon and the Lessor's machinery and equipment located thereon and therein at any time during the term of this renewal lease or any extension thereof. Such option to purchase may be exercised by the giving of written notice to the Lessor and by the payment to the Lessor of the sum of: $100,000 if purchased on or before January 1, 1985 87,000 if purchased between Jan 2, 1985 and Jan 1, 1990 75,000 if purchased between Jan 2, 1990 and Jan 1, 1995 60,000 if purchased between Jan 2, 1995 and Jan 1, 2000 140,000 if purchased between Jan 2, 2000 and Jan 1, 2005 25,000 if purchased between Jan 2, 2005 and Jan 11 2010 20,000 if purchased between Jan 2, 2010 and Jan 1, 2015 18,000 if purchased between Jan 2, 2015 and Jan 1, 2020 16,000 if purchased between Jan 2, 2020 and Jan 1, 2025 114,000 if purchased between Jan 2, 2025 and Jan 1, 2030 12,000 if purchased after Jan 2, 2030. There shall be allowed as a credit toward said purchase price the amount of any moneys received by the Lessor for any removed machinery and equipment as provided in paragraph 5 hereof and also the amount of all ad valorem taxes paid by the Lessee during the initial term of the Lease Agreement dated October 24 , 1960 or during the term of this lease or any extension thereof (except to the extent credit has already been taken under paragraph 13 hereof) which were assessed against the leased premises or any leasehold interest of the Lessee therein. 4 Page 9 12. It is understood by the Lessor and the Lessee that this renewal lease is made to comply with the terms of Section 1608 of that Lease Agreement dated October 24 , 1960, and shall only become effective at the end of the term of said lease at the option of the Lessee upon written notice to the Lessor not less than six months prior to the end of said term. 13. In the event that during the initial term of the Lease Agreement heretofore referred to, or during the term of this lease or any extension thereof, the Lessee pays any ad valorem taxes assessed against the leased leasehold premises or any/interest of the Lessee therein, all such payments of taxes shall be held to apply as advanced rental payments on this renewal lease. 14. The Lessee may assign or transfer this renewal lease or sublet the whole or any part of the leased premises with- out the written consent of the Lessor provided that the Lessee shall nevertheless remain primarily liable to the Lessor for the payment of all rent and for the full performance of all of the covenants and conditions of this renewal lease. 15. If any clause, paragraph or section of this renewal lease be ruled invalid by any court of competent juris- diction, the invalidity of such clause, paragraph or section shall not affect any of the remaining provisions hereof. IN WITNESS WHEREOF, the City of Batesville, acting by and through its Council, has caused its corporate name to be here- unto subscribed by , its duly authorized Mayor, and attested under its corporate seal by , its City Clerk, and said Batesville Rubber Company has caused its corporate name to be subscribed hereto by its duly authorized President, or Vice Presi- dent, attested under its corporate seal by its Secretary or Assistant Secretary pursuant to a resolution duly adopted by its Board of Directors, all being done as of the year and day first above written. Page 10 CITY OF BATESVILLE, ARKANSAS By Mayor ATTEST,: City Clerk BATESVILLE RUBBER COMPANY By President ATTEST: Secretary Vow Page 11 ACKNOWLEDGMENT STATE OF ARKANSAS COUN"."Pil, OF INDEPENDENCE On this day of , 1960, before me, a Notary Public duly commissioned, qualified and acting, within and for the State and County aforesaid, appeared in person the within named and , Mayor and City Clerk, respectively, for the City of Batesville, Arkansas, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instru- ment for and in the name and behalf of said City and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1960. Notary Public My commission expires: STATE OF COUNTY OF Page 12 ACKNOWLEDGMENT cm On this day of 1960 before me, a Notary Public duly commissioned, qualified and acting, within and for the State and County aforesaid, appeared in person the within named and , President and Secretary, respectively for Batesville Rubber Company, an Arkansas corporation, to me personally well known, who stated that they were duly.authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1960. Votary u is My commission expires: ! - low Section 2. That upon the exercise of the option to Purchase set forth in said Renewal Lease Agreement, if said option is exercised, and the performance by the Lessee of all acts required to be performed by it under the provisions of said Renewal Lease Agreement, the Mayor and City Clerk be,and they are hereby, authorized and directed t:) execute in the name and on behalf of the City of Batesville an instrument of con- veyance as provided in said Renewal Lease Agreement and to deliver said instrument when so executed to the Lessee under said Renewal Lease Agreement. Section 3. That the Mayor and C_ty Clerk be, and they are hereby, authorized and directed for and on behalf of the City of Batesville to do all things, execute all instruments and otherwise take all action necessary to the full realization of the City of Batesville's rights under said Renewal Lease Agreement and to discharge all of the City of Batesville's obligations as Lessor under said Renewal Lease Agreement. Section 4. That the provisions of this ordinance are hereby declared to be separable and if arty section, phrase or provision shall for any reason be declared to be invalid such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 5. That all ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 6. That there is hereby found and declared to be an immediate need for securing and developing industry near the City of Batesville, Arkansas in order to provide employment, alleviate unemployment and otherwise benefit the public health, safety and welfare and the taking of the action authorized by this ordinance is necessary in connection with the securing and developing of a substantial industry. It is, there- fore, declared that an emergency exists and this ordinance being M necessary for the immediate preservation of the public health, safety and welfare shall be in force and take effect i; -mediately upon and after its passage. PASSED 1960. APPROVED /--WY-0F_ " ATTEST: 4iy' 4er C E R T I F I C A T E The undersigned, City Clerk of Batesville, Arkansas, hereby certifies that the foregoing pages numbered 1 to /S inclusive, are a true and compared copy of an ordinance passed ata � ti�4�:, � � �� -. I's ession of the City Council of Batesville, Arkansas, held at the regular meeting place of the Council in said City at , 7 - e ,z-,-- o'clock / .m., on the �'�' day of l 1960, and that said ordinance is of record in Ordinance Record Book , page , now in my possession. Given under my hand and seal this of 1960. Ulty Clerk (SEAL)