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HomeMy WebLinkAboutCityMgrForm..549.01-28-1971 , . � � , � , BILL N0. ORDIP�ANCE N0. �� AN ORDINANCE AUTI�iORIZING THE CITY OF CAPE GIRARD�AU, MISSOURI , TO PURCHASE AND CONSTRUCT A PLANT, AUTHORIZING SAID CITY TO ISSUE TftE INDUSTRIAL REVENUE BOP�IDS, SERIES OF FEBRUARY 1, 1971 , OF SAID CITY IN THE A1�10UNT OF $2,345,000 FOR THF PURPOSE OF PURCHASING AND CON- STRUCTING A PLANT TO BE LEAS�D OR OTIiERWISE DISPOSED OF TO H.W.I. BUILDING CORPORATION, AP1 INDIANA CORPORATION, FOR P�IArIUFACTURII�'G AND INDUSTRIAL DEV�LOPMENT PURPOSES, Ir1CLUDIPIG REAL ESTATE , BUILD- INGS , FIXTURES AND MACHItIERY, SAID BOI�TDS TO BE PAYABLF. SOLELY FROP� T�iE REVENUES DERIVED FROM SAID PROJECT FOR INDUSTRI�IL DEVELOPMEi1T AND NOT TO BE A GENERAL OIILIGATI01`J OF SAID CITY AND PRESCRI�3ING THL FORP�I OF AND AUTHORZZING ThE EXECUTIOP3 OF A LEASE BY AND B�TtrlEErd SAID CITY AND SAID COMPAPdY, AND APPROVING A GUARANTY AGREEMENT RELATING THERETO BY HARDWARE WHOLESALERS, INC . , AN INDIANA CORPORATION. WHEREAS, pursuant to Section 27 of Article VI of the Con- stitution of T�tissouri, 1945, as amended, and Sections 100 .010 to 100 .200, Revised Statutes of Missouri, 1969 , the City of Cape Girardeau, Missouri, hereinafter sometimes referred to as the "'City" , by ma�ority vote of its governing body duly approved a Pro�ect for industrial development relating to the purchase and construction of a plant at the estimated cost of $2,500,000 and tb be leased or other- wise disposed of to H.W.I . Building Corporation, an Indiana corporation, and WHEREAS , said Pro�ect was duly approved by the Division of Commerce and Industrial Development of the Department of Business and Administration of the State of Missouri , on August 19 , 1970, and jr�-IEREAS, an Ordinance was duly passed by the City Council of said City whereby a special election was ordered to be held in said City on September 22, 1970 , for the purpose of submitting to the qualified electors of said City the proposition to issue the industrial revenue bonds of said City in the amount of $2 ,500 ,000 for the purpose of purchasing and constructing a plant to be leased or otherwise disposed of to H.W.I . Building Corporation, an Indiana corporation, for manufacturing and industrial development purposes , including real estate , building, fixtures and machinery , hereinafter referred to as the "Pro�ect" , said bonds to be payable solely from the revenues derived from said Pro,ject , and not to be a general obligation of said City, and WHEREAS , pursuant to said Ordinance and the constitutional and statutory provisions aforesaid, notice of said election was duly prepared, executed and published, and said special election was duly held in said City on September 22 , 1970, and WHEREAS , the votes cast at said special election were duly canvassed as provided by law and it was found and determined that more than four-sevenths of the qualified electors of said City voting on said proposition had voted in fa.vor of the issuance of said $2 ,500 ,000 principal amount of industrial revenue bonds of said City, the vote on said proposition havino been 2575 votes for said proposition to 180 votes against said proposition, ana 1rhiEREAS, the governing body of said City is now fully em- powered to issue said bonds and to enter into a lease with said H.4�.Io Building Corporation, and WHEREAS, the obligations of H.W.I . Building Corp oration under said lease are to be guaranteed by Hardware Wholesalers , Inc . , an Indiana corporation, the owner �of all of the outstanding capital stock of H.W.I . Building Corporation, and , • � � , � , WHEREAS, the City Council of said City hereby finds and determines that it is necessary at this time to issue $2,345 ,000 principal amount of the revenue bonds authorized at said election; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: Section 1. Authority to Purchase and Construct Pro�ect . The City of Cape Girardeau, I�issouri, is hereby authorized to and shall purchase and construct a plant to be leased or otherwise dis- posed of to H.W.I . Building Corporation, an Indiana corporation, said corporation, its successors and assigns being hereinafter referred to as the "Company" , for manufacturing and industrial development purposes, including real estate, buildings, fixtures and machinery located on the real estate described in Schedule 1 attached hereto, said buildings; fixtures and machinery, hereinafter referred to as the "Plant" , said real estate as such property is specified from time to time in the Lease authorized by Section 28 hereof, being hereinafter referred to as the "Land", and said Plant and Land to- gether hereinafter referred to as the "Pro,ject" (said Pro�ect being referred to in said Lease as the "Facility" ) , in accordance with the provisions of the Lease dated February 1, 1971, between said City and H.W.I. Building Corporation, hereinafter sometimes referred to as the "Lease" , a copy of said Lease being attached hereto and marked Exhibit "A" , as provided in said Section 28 of this Ordinance. Section 2. Authorization of and Security for the Bonds. For the purpose of providing funds for purchasing and constructing a plant to be leased or otherwise disposed of to H.W.I . Building Corpo- ration, an Indiana corporation, for manufacturing and industrial development purposes, including real estate, buildings, fixtures and machinery, there shall be issued and hereby are authorized and directed to be issued an issue of Industrial Revenue Bonds, Series of February 1, 1971, of the City of Cape Girardeau, Missouri, in the principal amount of $2,345,000, said Bonds herein authorized hereinafter sometimes referred to as the "Bonds" . The Bonds and all interest thereon shall be payable solely from the rents and revenues derived from the lease of the Pro�ect (except to the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof and, under certain circumstances, from proceeds of insurance and condemnation awards) and not from any other fund or source and said City hereby pledges all such rents and revenues of said Pro�ect to the payment of the Bonds including the interest thereon as the same become due. The obl�gations of� the Com- pany under the Lease, including the obligation to make the rental and other payments provided for therein, are guaranteed by said Hardware Wholesalers , Inc . (the ''Guarantor" ) , pursuant to the Guaranty Agreement dated February 1, 1970 approved by Section 29 of this Ordinance (the "Guaranty Agreement" ) , a copy thereof being attached hereto and marked Exhibit "B" as provided therein. The Bonds shall not constitute a debt of said City within the meaning of any constitutional or statutory limitation. Section 3 . Description and Details of the Bonds, Designa- tion of Paying Agent . The Bonds shall be dated February 1, 1971, shall become due on February 1 in each of the following years , shall be num- bered and shall bear interest at the respective rates as follows : -2- , � � , � , MATURITY INTEREST NUI�ZBERS AMOUPIT FEBRUARY 1 RATE 1 - 9 � 45,000 1972 5 1/2� 10 - 19 50,000 1973 5 1/2� 20 - 30 55 ,000 1974 5 1/2� 31 - 43 65,000 1975 5 1/2� 4� - 57 70,000 1976 5 1/20 58 - 72 75,000 1977 5 1/2� 73 - 88 80,000 1978 5 1/2� 89 - 105 85,000 1979 7 3/�►� 106 - 123 90 ,000 1980 7 3/�t� 124 - 143 100 ,000 1981 7 3/4� 144 - 165 110,000 1982 7 3/4� 166 - 189 _ 120,000 1983 7 3/4% 190 - 215 130,000 1984 7 3/4q 216 - 243 140,000 1985 7 3/4� 2�4 - 273 150 ,000 1986 7 3/�� 274 - 306 165,000 1987 8� 3�7 - 3�2 180,000 1988 8� 3�+3 - 381 195,000 1989 8� 382 - 423 210,000 1990 8� 424 - 46g 230,000 1991 8� In the event the interest on the Bonds is includable in the gross income of the recipients thereof for Federal income tax purposes by reason of the failure of the Bonds to qualify for the exemption provided in Section 103(c) (6) (D) of the Internal Revenue Code of 1954 , then all of the Bonds then outstanding shall mature and be due and payable in the principal amount thereof, plus accrued interest to the maturity date, together with a premium of 4� of the principal amount of the Bonds , on a date of maturity established by the City, but in no event shall such date of maturity be later than 120 days after the Internal Revenue Service, the Company or the Fiscal Agent hereinafter designated shall give written notice to the City of the failure of the Bonds to qualify for such exemption. Said Bonds shall bear interest from February 1, 1971 , which shall be payable August 1, 1971 and thereafter semiannually on February 1 and August 1 in each year. The Bonds shall be coupon bonds in the denomination of $5,000 each. The Bonds and the interest thereon, shall be payable to bearer in lawful money of the United States of America upon presenta- tion and surrender of such Bonds or interest coupons as they re- spectively become due at r�7ercantile Trust Company National Associ- ation, St .Louis,I�iissouri , hereby designated as the City 's paying agent for the payment of the principal of and interest on the Bonds herein authorized and referred to 'r.�rein as the "Paying Agent" . The Bonds shall be sub�ect to redemption and payment prior to the stated maturity thereof only as provided in Section 4 of this Ordinance . Section 4 . Redemption and Payment of Bonds Prior to P�Iatur- i�. The Bonds shall be subject to redemption and payment prior to the stated maturity thereof, after the notice specified in Section 5 hereof, as follows : -3- , � � . � , (A) The Bonds are not sub�ect to redemption prior to Feb- ruary 1, 1y83, except that each of the Bonds shall be sub�ect to redemption and payment at the option of the City pursuant to the direction of the Company on any interest payment date upon the occurrence of any of the following conditions or events , provided all Bonds are so redeemed and paid accord- ing to their terms : (1) if title to , or permanent use or use for a limited period of, substantially all of the Pro�ect sub�ect to said Lease , be condemned by any author- ity having the power of eminent do�ain; or ( 2) if substan- tially all of the Pro�ect is dama�ed or destroyed by fire or other casualty; or (3) if as a result of any changes in the Constitution of P�issouri or of legislative or ad- ministrative action by the State of Missouri or any political subdivision thereof, or by the United States , or by reason �f any action instituted in any court , the Lease shall have become void or unenforceable or impossible of per. formance without unreasonable delay , or in any other way by reason of such change of circumstances unreasonable burdens or excessive liabilities shall have been iMposed on the City or the Company including without limitation Fe�eral, state or other ad valorem, property, income or �ther taxes not being imposed on the date of the Lease . If �211ed for redemption in any of such events all of the Bonds shall be sub�ect to redemption at the principal amount thereof, plus accrued interest thereon to date fixed for redemption and payment , together with a premium of 4� of the principal amount of Bonds so called for redemption. (B) E �� the Bonds maturing in the year 1984 and thereafter, shali be sub�ect to redemption and payment at the option of said City pursuant to the direction of the � Company, in whole or in part on February 1, 1983 , or on any interest payment date thereafter at the redemption prices (expressed as percentages of principal amount) set out below, plus accrued interest thereon to date fixed �or redemption and payment : Redemption Date Redemption (Dates Inclusive) Price �ebruary 1, 1983 to August 1, 1990 104� �onds to be redeemed pursuant to this paragraph shall be redeeMed in inverse order of maturity, Bonds of less than a full annual maturity to be selected by lot by the Fiscal Agent designated by Section 9 hereof in such equitable manner as it may determine. Prior to the date fixed for redemption funds or securities in which such funds are invested shall be placed with the Fiscal Agent to pay the Bonds called for redemption and accrued interest thereon to the redemption date and the premium, if any. Upon the happening of the above conditions , the Bonds thus called for redemption shall cease to bear interest from and after the redemption date , shall no longer be entitled to the benefits and protection of the covenants herein contained and shall not be deemed to be outstanding hereunder, Section 5. Notice of Redemption. Notice of the call for any xedemption provided for by this Ordinance identifying the Bonds -4- , . � � , 7 to be redeemed shall be given by publication at least twice in a financial ,journal or a newspaper of general circulation published in New York, P1ew York, the first of which shall be published not less than thirty days prior to the redeMption date , and in the case of the redeMption of Bonds the holders of which have placed their names on file with the Fiscal Agent pursuant to Section 25 hereof, upon mailing a copy of the redemption notice by first class mail at least thirty days prior to the date fixed for redemption to the owner of each Bond to be redeemed at the address shown on the books maintained by the Fiscal Agent ; notice of any such redemp- tion shall aTso be given by United States registered mail to Stern �rothers & Co . , to the Fiscal Agent and to the Paying Agent; provided, however, that failure to give any such notice by mailing as aforesaid, or any defect therein, shall not affect the validity of any proceedings for the redemption of Bonds . If, because of the temporary or permanent suspension of the publication or general circulation of any financial ,journal or newspaper or for any other reason, it is impossible or impracticable to publish such notice of call for redemption in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of said Fiscal Agent shall constitute a sufficient publication of noticee Section 6 . Method of Execution of Bonds . Said Bonds , shall be executed for and on behalf of the City by the facsiMile signature of the Mayor and the manual signature of the City Clerk and the seal of said City shall be affixed thereto . Interest coupons attached to said BAnds representing the interest thereon shall bear the facsimile signatures of said Mayor and City Clerk. Section 7. Form of Bonds . The Bonds and the interest coupons attached thereto, shall be in substantially the following form: -5- , , . � � � , (FORM OF BOPdD) No. $5,000 UNITED STATES OF AMERICA STATE OF MISSOURI COUPITY OF CAPE GIRARDEAU CITY OF CAPE GIRARDEAU INDUSTRIAL REVF'P1UE BOP�1D, SERIES OF FEIIRUARY 1 , 1971 KNOW ALL MEN BY THESE PRESENTS: That the City of Cape Girardeau, in the County of Cape Girardeau, State of Missouri , a municipal corporation, for value received, hereby promises to pay the bearer hereof, solely out of the revenues hereinafter referred to, the sum of FIVE THOUSAND DOLLARS in lawful money of the United States of America, on the first day of February, 19_, except as the provisions hereinafter set forth with respect to redemption prior to maturity may become applicable hereto, and to pay interest thereon from the date hereof at the rate of per cent ( q ) per annum, payable August 1, 1971, and thereafter semiannually on February 1 and August 1 in each year after the date hereof until the said principal sum shall have been paid upon presentation and surrender of the interest coupons hereto attached, bearing the facsimile signatures of the Mayor and City Clerk of said City, as said coupons severally become due. Both principal of and interest on this Bond are payable in lawful money of the United States of America , at Mercantile Trust Company National Association, St . Louis, Missouri, hereinafter re- ferred to as the "Paying Agent" . This Bond is one of a series of Bonds aggregating the prin- cipal amount of $2,345 ,000 issued by said City for the purpose of purchasing and constructing a plant to be leased or otherwise disposed of to H.W.I. Building Corporation, an Indiana corporation, here- inafter referred to as the "Company" , for manufacturing and industrial development purposes , including real estate, buildings , fixtures and machinery, said plant and the real estate on which the same is situated being sometimes hereinafter referred to as the "Pro3ect" , by the authority of and in conformity with the provisions , restric- tions and limitations of the Constitution and statutes of the State of Missouri, including Section 27 of Article VI of the Constitution of Missouri, 1945, as amended, and Sections 100 .010 to 100 .200, Re- vised Statutes of Missouri, 1969 , and all other laws of said State applicable thereto and pursuant to an election duly held in said City on September 22 , 1970 and to ordinances duly passed and pro- ceedings duly had by the City Council of the City of Cape Girardeau, Missouri . In the event the interest on this Bond is includable in the gross income of the recipient thereof for Federal income tax purposes -6- , . by. reason of the fa�ure of this �ond to qual� for the• exemption ' provided in Section 103(c) (6) (D) of the Internal Revenue Code of 1954 , then this Bond and the series of Bonds of which this Bond is one then outstandin� shall mature and be due and payable at the principal amount thereof, plus accrued interest to the maturity date, together with a premium of 40 of the principal amount of said Bonds , on a date of maturity established by the City , but in no event shall such date of maturity be later than 120 days after the Internal Revenue Service, the Company or the Fiscal Agent designated in the Ordinance authorizing this Bond shall give written notice to the City of the failure of the Bonds to qualify for such exemption. This Bond and the interest thereon are payable solely from the rents and revenues derived from the Pro�ect (except to the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof and, under certain circumstances , proceeds of insurance and condemnation awards) which has been leased by the City to the Company, pursuant to a Lease dated as of February l, 1971, herein- after referred to as the "Lease" , which rents and revenues are pledged to the payment of the principal of and interest on this Bond and the series of Bonds of which this Bond is a part. The obligations of the Company under the Lease , including the obligation to make the rental and other payments provided for therein, are guaranteed by Hardware Whole- salers, Inc. , an Indiana corporation, the owner of all of the outstanding capital stock of the Company pursuant to a Guaranty Agreement dated February 1, 1971. This Bond does not censtitute a debt of said City within the meaning of any constitutional or statutory limitation. Ref- erence is hereby made to the Ordinance authorizing this Bond, to said Lease and to said Guaranty Agreement for a description of the covenants of the City with respect to the collection, segregation and application of the rents and revenues of the Pro�ect, the rights, duties and obli- gations of the City with respect thereto, and the rights of the holder of this Bond. The Bonds are not sub�ect to redemption prior to February 1, 1983, except that each of the Bonds of the series of which this Bond is one is sub�ect to redemption and payment at the option of the City upon instructions from the Company on any interest payment date, upon the occurrence of any of the following conditions or events , provided all of said Bonds are redeemed and paid according to their terms : (1) if title to, or permanent use or use for a limited period of, substantially all of the Pro�ect be condemned by any authority having the power of eminent domain; or (2) if substantially all of the Pro�ect is dama�ed or de- stroyed by fire or other casualty ; or (3) if as a result of any changes in the Constitution of Missouri or legislative or administrative action by the State of Missouri or any political subdivision thereof or by the United States or by reason of any action instituted in any court , the Lease shall have become void or unenforceable or impossible of perform- ance without unreasonable delay, or in any way by reason of such change of circumstances unreasonable burdens or excessive liabilities shall have been imposed on the City or the Company including without limita- tion Federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Lease. In any of such events , all of said Bonds shall be subject to redemption and payMent at the principal amount thereof plus accrued interest �hereon to date of redemption, �dgether w�th a,premium of �� of the principal amQunt of Bonds called for redemption. Each of the Bonds of the series of which this Bond is one ma- turin� in the year 1984 and thereafter, is sub�ect to redemption and payment at the option of said City at the direction of the Company in whole or in part on February 1, 1983, or on any interest payment date thereafter, at the redemption prices (expressed as percentages of principal amount) set out below, plus accrued interest thereon to date fixed for redemption and payment: -7- , � � � , Redemption Date Redemption (Dates Inclusive) Price February 1, 1983 to August 1, 1990 104� Bonds to be redeemed pursuant to this paragraph shall be redeemed in inverse order of maturity, Bonds of less than a full annual maturity to be selected by lot by the Paying Agent designated in the Ordinance authorizing this Bond in such equitable manner as it may determine . All Bonds so called for redemption will cease to bear interest on the specified redemption date provided funds or securities in which such funds are invested for their redemption are on deposit with the Paying Agent prior to the redemption date and shall no longer be en- titled to the benefits and protection of the covenants contained in the Ordinance authorizing this Bond and shall not be deemed to be out- standing under the provisions of said Ordinance. In the event any of the Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeeMed will be given by �ublication at least twice in a financial �ournal or a news- paper of general circulation published in New York, New York, the first of which shall be published not less than thirty days prior to the re- demption date. If, because of the temporary or permanent suspension of the publication or general circulation of any financial �ournal or newspaper or �or any other reason, it is impossible or impracticable to publish such notice of call for redemption in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Paying Agent shall constitute a sufficient publication of notice . The Bonds are issuable in the form of coupon Bonds in the denomination of �5,000 . The principal of and interest on this Bond will be paid only on presentation and surrender of this Bond and the attached interest coupons as they respectively become due. It is hereby declared and certified that all acts , conditions and things required to be done and to exist precedent to and in the issuance of this Bond, and of the issue of which this Bond is one , have beefi properly done and performed, have happened and do exist in due and regular form and manner as required by the Constitution and statutes of the State of Missourio IN WITNESS WHEREOF, the City of Cape Girardeau, T�7issouri , has caused this Bond to be signed by the facsimile signature of its Mayor, attested by the manual signature of its City Clerk and its corporate seal to be affixed hereto and the interest coupons hereto attached to be signed with the facsimile signatures of said officers and this Bond to be dated this first day of February, 1g71. (facsimile) I�ayor ATTEST� City Clerk ------------------------------------------------------------------------ -8- . . � � � . (FORM OF COUPON) Coupon No. � February, On the first day of August , 19_, unless the Bond to which this coupon is attached shall have been called for redemption, the City of Cape Girardeau, P�issouri, will pay to bearer solely from the reve- nues received from the rents and revenues derived from the Project described in the within Bond the amount shown hereon at Mercantile Trust Company National Association, St . Louis , :.Missouri , being interest then due on its Industrial Reveriue -Bond, ��eries of� Feb�uary 1, 1971, dated February l, 1971, No. (facsimile) Mayor ATTEST: (facs�r.�i�e) City Clerk -----------------------------------------=------------------------------ _90 . , � � � . Section 8. Execution and Delivery of the Bonds . The Mayor and City Clerk are hereby authorized and directed to prepare and execute the Industrial Revenue Bonds , Series of February 1, 1971, herein au- thorized and the I�layor or City Treasurer are authorized to deliver said Bonds or cause the same to be delivered to Stern Brothers & Co. of Kansas City, Missouri , the purchaser thereof on payment of the purchase price . Section 9 • Designation of Fiscal Agent , Creation of Construc- tion Fund. Fort Wayne National Bank, Fort Wayne, Indiana, is hereby desi�nated as the City's Fiscal Agent under the provisions of this Ordinance and of said Lease , the rights and duties of said Fiscal Agent being more fully set out in Section 26 hereof, and the proceeds of the Bonds shall be deposited with said Fiscal Agent . There is hereby au- thorized and ordered to be established in the custody of said Fiscal Agent a separate fund or account designated as the "City of Cape Girardeau Missouri Construction Fund for H.W.I. � �uilciing Corporation Pro�ect" , �hereinafter referred to as the "Construction Fund" , which the Fiscal Agent shall hold in trust pursuant to the terms hereof. Section 10 . Disposition of Bond Proceeds . The Fiscal Agent shall first pay from the proceeds of .the sale of the Bonds any accrued interest received therefrom and deposit the same into the "City of Cape Girardeau, Missouri, Principal and Interest Account for Industrial Revenue Bonds, Series of February 1, 1971, dated February 1, 1971" , hereinafter created by Section 12 of this Ordinance . The balance of the proceeds of the sale of said Bonds shall be deposited in the Construction Fund. Section 11 . Use of Construction Fund. The Fiscal Agent shall make disbursements from said Construction Fund for the purchase and construction of the Pro�ect, including real estate, buildings , fixtures and machinery, in accordance with the terms and provisions of the Lease . Any moneys in said Fund not required for said purpose shall be deposited in said Principal and Interest Account at such time as the CoMpany shall certify that the Pro�ect has been fully completed and paid for as pro- vided in the Lease . Section 12 . Principal and Interest Account . There is hereby authorized and ordered to be established in the hands of the Fiscal Agent, a separate fund or account , hereby designated as the "City of Cape Girardeau, Missouri , Principal and Interest Account for Industrial Revenue Bonds , Series of February 1, 1971, dated February l, 1971" , hereinafter referred to as "Principal and Interest Account" , which the Fiscal Agent shall hold in trust pursuant to the terms hereof. The City covenants and agrees that from and after the delivery of any of the Bonds herein authorized , and continuing as long as any of said Bonds shall remain outstanding, said City will maintain said Account with the Fiscal Agent . All rents and revenues derived from the Pro�ect as provided in said Lease are hereby pledged to the payment of the Bonds , including principal , interest and redemption premium, if any , as the same become due and are hereby set aside by said City and shall be applied and allocated by said Fiscal Agent to said Principal and Interest Account as long as any of said Bonds remain outstanding and unpaid, and thereafter as provided in said Lease . All amounts credited to and deposited in said Principal and Interest -10- � � . Account shall be expended and used by the City 's Fiscal Agent and transferred to the Paying Agent for the sole purpose of paying the principal of, interest on the Bonds and redemption premium, if any , as and when the same are required to pay such principal, interest and redemption premium, if any . Moneys received by the Fiscal Agent intended to pay the principal of and interest on the Bonds and re- demption premium, if any, shall be forwarded to the Paying Agent in time to pay the principal of and interest on the Bonds and re- demption premium, if any , becoming due on the next succeeding Fe�ruary 1 and August 1. Section 13. Investments . Moneys in the Construction Fund shall be invested by the Fiscal Agent in obligations of or guaranteed by the United States Government or any a�ency thereof, unless the Com- pany instructs the Fiscal Agent to hold such funds in cash or on deposit . Moneys allocated and credited to and deposited in the Principal and In- terest Account may be invested by the Fiscal Agent upon instruction from the Company in bonds or other obligations of or guaranteed by the United States or any agency thereof. All interest on any investments held in any fund or account created by this Ordinance and any profit realized therefrom shall accrue to and become a part of such fund or account and any loss resulting from such investments shall be charged to such fund or account. The Fiscal Agent shall sell and reduce to cash a sufficient amount of such investments whenever the cash balance in such funds are insufficient for the purposes of such funds . If permitted by law, any of the funds or accounts created by this Ordinance may be invested in negotiable or non-negotiable certificates of deposit issued by any bank , trus� company or national banking association including the Fiscal Agent which is a member of the Federal Reserve System, having a capital stock and surplus aggregating at least $10,000 ,000 . Such certificates of deposit shall be purchased directly from such bank, trust company or national banking association, shall have a maturity of not exceeding the time within which the funds invested therein are required to be available and shall be continuously secured by direct obligations of the United States which obligations shall have a market value (exclusive of accrued interest) at all times at least equal to the principal amount of such certificate of deposit . Any such investment made by the Fiscal Agent for the Construc- tion Fund or for the Principal and Interest Account may be made through its own bond department . Section 14 . Payment of Balance in Principal and Interest Account to Company . After payment in full of the Bonds and the appli- cable fees , charges and expenses of the Fiscal Agent and Paying Agent and other amounts required to be paid hereunder, all amounts re:nainin� in the Principal and Interest Account shall be paid to the Cor�pany as provided in Article XXVIII of the Lease . Section 15 • Covenant to Pay Principal and Interest . The City covenants that it will promptly pay , or cause to be paid, the principal of and interest and redemption premium, if any, on the T3onds issued under this Ordinance at the places , on the dates and in the manner pro- vided herein and in said nonds and in any coupons appertaining thereto according to the true intent and meanin� thereof. The principal , in- terest and redemption premium, if any , are payable solely from the rents and revenues derived from the Lease of the Project (except to -11- � � � . the extent paid out of moneys attributable to Bond proceeds or to the income from the temporary investment thereof and, under certain circum- stances , proceeds of insurance and condemnation awards) and the same are pledged as provided in Section 2 hereof. Section 16. Covenant to Redeem Bonds and to Give Notice Thereof. Any moneys received by the City, the Paying Agent or the is�cal Agent for the purpose of, or which may be used for the purpose of, paying the Bonds prior to their stated date of maturity shall be deposited in said Principal and Interest Account and shall be applied solely for the purpose of redeening and paying said Bonds , including the payment of any redemption premium. On receipt of any such funds by the City, the Paying Agent or the Fiscal A�ent for said purpose , and on receipt of instructions from the Company to call said Bonds , if such instructions are necessary under the provisions of Section 4 hereof, the City will cause the Fiscal Agent to , and said Fiscal Agent shall , in the name of the City , immediately call such Bonds for redemption and payment, when the same are sub�ect to redemption, giving notice thereof in the manner herein specified. Section 17. Particular Covenants of the City . So long as any of the principal of and interest on the Bonds herein authorized remain outstanding and unpaid, or until payment thereof provided for, the City covenants with each of the holders and owners of said Bonds as follows : (A) The City will comply fully with all the terms , provision: � and conditions of the Lease which require performance by , or impose duties on the City and that the City will not permit any default in said Lease to occur on the part of the City; that it will fully and promptly enforce all of the terms , provisions and conditions of the Lease �nd Guaranty Agreement which require performance by, or impose duties on the Company or the Guarantor and in the event of the occurrence of a default, as defined in the Lease, will exercise all rights and remedies con- ferred by the Lease and Guaranty Agreement and the laws of the State of Missouri necessary for the full and complete protection of the security and ri�hts of the bondholders and will use its best efforts to procure a new tenant or tenants for the leased property under lease provisions which will provide funds sufficient in amount to make the rental payments and other charges which said Company is required to make under the Lease and will deposit the same in the Principal and Interest Account . If the City is unable to procure a new tenant who will enter into such a lease , the City may take such action as shall be in the best interests of the bondholders which may include the sale of the Project and any moneys derived from such sale shall be used for the purpose of paying the Bonds , the interest thereon and any redemption preMium. (B) The City will enforce collection of the rental payments and other charges in the amounts and at the times set forth in the Lease authorized by this Ordinance and will not reduce or cause or per- mit to be reduced the rental payments and other charges fixed, estab- lished and required by the Lease nor change or alter the time or times when the same are due and payable under said Lease . (C) The City will not permit or consent to any change, amend- ment, modification termination or any assignment of the Lease or �uaranty � Agreemen� , except to the extent provided therein. (D) The City will not permit or consent to any dissolution, liquidation, consolidation or merger of the CoMpany or the Guarantor, except te �he extent provided in the Lease. -12- , � � , (E) Sub�ect to the provisions of the Lease , any purchase price of the Pro3ect , any proceeds of condemnation awards , insurance proceeds or other funds intended for the purpose of paying said Bonds and the interest thereon as provided in the Lease will be used solely and ex- clusively for said purpose . Upon receipt of any such funds , and any instructions from the Company to call said Bonds if such instructions are necessary under the provisions of Section 4 hereof, if said Bonds then be sub�ect to redemption and payment or as soon thereafter as said Bonds become sub�ect to redemption, the City shall promptly call , or cause the Fiscal Agent to call , said Bonds according to their terms and shall give or cause the Fiscal Agent to give , notice of such redeMption as provided in this Ordinance . Any such funds shall be deposited with the Fiscal Agent and the same shall be used for the payment of the Bonds herein authorized, accrued interest thereon, any premium provided for by this Ordinance and for the charges of the Fiscal Agent and the Paying Agent for paying the same. (F) The City will not issue any other obligations payable from payments made by the Company, pursuant to the Lease , nor volun- tarily create or cause to be created any debt , lien, pledge, assignment , encumbrance, or any other charge on said payments or on the Project , except as provided therein, nor will it , unless required by law or pro- vided for by the terms of said Lease, sell or otherwise dispose of the Pro�ect or any part thereof. (G) The City will cause the Company to keep constantly insured all buildings and improvements from time to time constitutin� a part of the property and premises lea5ed to the Company, in the manner provided for by the Lease herein authorized . The proceeds of any insurance policies payable to the City shall be paid to and deposited with the Fiscal Agent as Insurance Trustee as provided in the Lease . Any of the proceeds of such policies shall be used and applied in the manner set forth in said Lease . (H) The City will cause the Fiscal Agent to keep books and records relating to the Project , which shall be separate and apart from all other books , records and accounts of the City, in which complete and correct entries shall be made in accordance with standard principles of accounting of all transactions relating to the Pro�ect . Any bondholder or the Company, or their agents, shall have the right at all reasonable times to inspect all books , records, accounts and data of the City relating to the Pro�ect . Upon completion of the Facilitq the City shall cause the Fiscal Agent to render an accountin� of all tra.ns�.eti_on� i.n. the Construction Fund and a copy of such accounting shall be supplied the City, the Company an3 Stern Brothers & Co. Section 18 . Amendments . The provisions of the Bonds author- ized by this Ordinance and provisions of this Ordinance may be modified or amended at any time by the City with the writ�en consent of the holders of not less than 66 2/3� in aggregate principal amount of the Bonds herein authorized at the tiMe outstanding; provided, that no such modification or amendment shall permit or be construed as permittin�: (a) the extension of the maturity of the principal of any of the Bonds issued hereunder, or the extension of the maturity of any interest on any Bonds issued hereunder, or (b) a reduction in the principal amount of any Bonds or the rate of interest thereon, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds , or (d) a reduction in the aggregate principal amount of IIonds , the eonsent of the holders of which is required for any such amendment or modification. Al1 other amendments to this Ordinance may be made by the City when a�reed to by the Company. Every amendment or modification of a provision of the Bonds or of this Ordinance to which the written consent of the bond- holders is given as above provided shall be expressed in an Ordinance of -13- , � � . ,' , . . the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance . It shall not be neces- sary to note on any of the outstanding Bonds any reference to such amendment or modification, if any . A certified copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this Ordinance shall be kept on file in the office of the City Clerk and shall be made available for inspection by the holder of any Bond or prospective purchaser or holder of any Bond authorized by this Ordinance , and upon payment of the reasonable cost of preparing the same, a certi- fied copy of any such amendatory or supplemental ordinance or of this Ordinance will be sent by the City Clerk to any such bondholder or pros- pective bondholder. Copies of any such�amendatory or supplemental ordi- nance shall be furnished the Company and Stern Brothers & Coe The Lease herein authorized may be amended by the City and the Company as provided therein. Section 19 . Default , Events of Default . If any of the follow- ing events occur, it is hereby defined as and declared to be and to con- stitute an "event of default" within the meaning of this Ordinance : (a) Default in the due and punctual payment of any interest on any Bond; (b) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bonds , whether at the stated maturity thereof, or upon any prior redemption thereof, or upon the maturity thereof by declaration or by acceleration as provided in the second paragraph of Section 3 hereof; (c) Default in the performance or observance of any other of the covenants , agreements or conditions on the part of the City in this Ordinance or in the Bonds con- tained or default on the part of the Tenant under tre Lease herein authorized or the 'Guarantor under the Guaranty Agreement in failing to pay the rentals provided in the Lease or in connection with the matters referred to in Sec- tion 17(E) and (G) hereof, and the continuance thereof for a period of thirty days after written notice given to the City by the holders of not less than 25w of aggregate 'princi- pal amount qf Bonds then outstanding. Section 20. Enforcement . The provisions of this Ordinance shal.l constitute a contract bet��een the City of Cape Girardeau, Missouri, and the holders of the Bonds herein authorized , and the holder of any one or more of said �onds may sue to recover interest or principal which has not been paid according to the terms of said Bond. The holders of 250 of the principal amount of Bonds then outstanding may sue in any action, in mandamus , in,junction, or other proceedings , either at law or in equity; to enforce or compel perforMance of all duties and obligations required by this Ordinance to be done or performed by said City or by the Company or to compel said City to cure any default as defined herein. Nothing contained in this Ordinance shall , however, be construed to impose on said City any duty or obligation to levy any taxes either to meet any obligation contained herein or to pay the principal of or interest on the Bonds of the City herein authorized. Section 21. Acceleration in the Event of Default . In the event the principal of or interest on the Bonds herein authorized is not -14- , � � paid according to the �erms thereof on the stated maturity date or any accelerated maturity date or on the prior redemption date, or on any interest payment date, as the case may be , then the holders of 25� of the principal amount of Bonds then outstanding may, by written notice given to the Mayor or City Clerk and to the Company , declare the prin- cipal of and interest on all the nonds herein authorized then outstand- ing to be due and payable immediately and upon such declaration given as aforesaid, said principal and interest shall be immediately due and payable, anything in said Bonds or in the Ordinance contained to the contrary not withstanding. This provision, however, is sub,ject to the condition that if at any time thereafter, all arrears of interest , except interest accrued but not yet due, and all arrears of principal shall have been paid in full , then in every such case , the holders of a ma�ority in principal amount of the Bonds then outstanding, by written notice to the Mayor or City Clerk and to the Company, may rescind and annul such declaration and its consequences , but no such rescission or annulment shall extend to or affect any subsequent default or impair any rights consequent thereon. In the event of nonpayment of the prin- cipal of or interest on the Bonds , notice of which has been given to the Company pursuant to this Section, the City hereby grants the Company full authority for the account of the City to make such payments forth- with in the naMe and stead of the City and if such payments are so made by the Company for the account of the City, then and in that event , the declaration shall be deemed to be rescinded and annulled, but no such rescission or annulment shall extend to or affect any subsequent default ar impair� any rights consequent thereon. Section 22. Defeasance . When the principal of and interest on �he Bonds herein authorized shall have been paid and discharged, then the requireMents contained herein and the pledge of revenues made hereunder and all other rights granted hereby , shall cease and determine. Said principal and interest shall be deemed to have been paid and discharged within the meaning of this Ordinance and within the meaning of the Lease authorized by this Ordinance when there shall have been deposited with the Fiscal Agent at or prior to the maturity or redemption date of said Bonds, in t�ust for und irrevocably appropriated thereto , sufficient moneys � ina�udi�ng investments authorized by this Section, for the payment of the principal thereof and interest to the date of maturity or redemption, as the case may be , and premium, if any , or if default �n such payment shall have accrued on such date, then to the date of the �ender of` such payments , and provisions shall also have been made for paying all other sums payable under the provisions of this Ordinance; pro�ided, always , tha�c if any such Bonds shall be redeeMed prior to the maturity thereof, the City shall have elected to redeeM such Bonds and the Company shall have given in the manner provided for by this Ordinance, any instructions necessary therefor under the provisions of Section 4 hereof and notice of such redemption shall have been given in iche manner provided by this Ordinance. Any moneys or investments which at any time shall be deposited with the said Fiscal Agent by or on behalf of the City , for the purpose of paying and dischar�ing any of �he Bonds� and coupons , shall be , and are hereby assigned, transferred and set over to such Fiscal Agent ir, trust for the respective holders of �he IIonds and coupons , and such moneys and investments shall be and are hereby irrevocably appropriated to the payment and dischar�e thereof. Investments , as used in chis Section, shall, unless as otherwise specified herein, mean Y�ills , certificates of indebtedness , notes , bonds or similar securities which are direct obligations of, or the principal and interest of which �.r� unconditionally guaranteed by , the United -15- . . � � � , t � , � States of America or a�encies thereof. Investments shall become due prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the City, the Company and the Fiscal Agent at the time of the creation of such escrow or trust , or the investments shall be sub�ect to redemption at the option of the holders thereof to insure such availability as so needed to meet such schedule. If, through lapse of time, or otherwise , the holders of said Bonds or coupons shall no longer be entitled to enforce payment of their obligations , then, in such event, it shall be the duty of said Fiscal Agent forthwith to return said funds to the City. All moneys deposited with such Fiscal Agent shall be deemed to be deposited in accordance with and sub,ject to all of the provisions contained in this Ordinance . Section 23. Payments Due on Sundays and Holidays . In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal (and premium, if any) need not be made on such date in such city but may be made on the next succeeding business day not a Sunday or a legal holiday or a day upon which banking institutions are authorized by law to close with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Section 24 . Consents , Etc . , of Bondholders . Any consent , request , direction, approval , objection or other instrument required by this Ordinance or the Lease herein authorized to be signed and executed by the bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such bondholders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval , ob�ection or other instru- ment or of the writing appointin� any such agent and of the otanership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City, the Fiscal Agent , Paying Agent and the Company with regard to any action taken under such r�quest or other instrument, namely : (A) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any �urisdiction who by la�r has power to take acknowledgments within such �jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by affidavit of any witness to such execution. (B) The fact of the holdin� by any person of Bonds and/or coupons transferable by delivery and the aMounts and numbers of such Bonds , and the date of the holding of same, may be proved by a certificate executed by any trust company, bank or bankers , wherever situated, stating that at the date thereof the party named therein did ex- hibit to an officer of such trust company or bank or to such bankers , as the property of such party , the Bonds and/or coupons therein mentioned if such certificate shall be deemed by the person to whom such consent is -16- � � � . ti ; • addressed to be satisfactory. Such person may, in its discretion, require evidence that such Bonds have been deposited with a bank, bankers or trust company, before taking any action based on such ownership . In lieu of the foregoing such person may accept other proofs of the foregoing as it shall deem appropriate . For all purposes of this Ordinance and of the proceedings for the enforcement hereof, such person shall be deemed to continue to be the holder of such Bond until the City or its Fiscal Agent shall have received notice in writing to the contrary. Section 25 . List of Bondholders . To the extent that such information shall be made known to the City under the terms of this Section 25, it will keep on file at the principal office of the Fiscal Agent a list of names and addresses of the last known holders of all Bonds payable to bearer and believed to be held by each of such last known holders . Any bondholder may request that his name and �address be placed on said list by filing a written request with the City or with the Fiscal Agent, which request shall include a statement of the prin- cipal amount of Bonds held by such holder and the numbers of such Bonds . The Fiscal Agent shall be under no responsibility with regard to the accuracy of said list . At reasonable times and under reasonable regula- tions established b,y the Fiscal Agent , said list may be inspected and copied by the Company, by Stern Brothers & Co. , or by the holders and/or owners (or a designated representative thereof) of 25� or more in prin- cipal amount of Bonds then outstanding, such ownership and the author- ity of any such designated representative to be evidenced to the satis- faction of the Fiscal Agent . Section 26 . Provisions Relating to the Fiscal Agent . (A) Prio: to the receipt of the bond proceeds pursuant to the provisions of Section 9 hereof, the Fiscal Agent shall file with the City Clerk its written acceptance of the duties specified in this Ordinance and in the Lease and its agreement to act in said capacity. (B) The Fiscal Agent's duties and responsibilities shall be limited to those expressly set forth in this Ordinance and under the Lease . (C) All resolutions , opinions , certificates and other instru- ments referred to or provided for herein or in the Lease may be accepted by the Fiscal Agent as conclusive evidence of the facts , opinions and conclusions stated therein and shall be full warrant , protection and authority to the Fiscal Agent for any action reasonably taken pursuant thereto. The Fiscal Agent shall be under a duty to examine any such resolutions , opinions , certificates and other instruments to determine whether or not they conform to the requirements of this Ordinance and the Lease . (D) The Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith and, if appro- priate, upon advice of counsel who may be counsel for the Fiscal Agent or the City or the Company . (E) r10 provision contained in this Section 26 shall be con- strued to relieve the Fiscal Agent from liability for its ov�rn ne�ligent action, its own negligent failure to act , or its own willful misconduct , except that this subsection shall not be construed to limit the effect of subsections (B) , (C) and (D) of this Section and the Fiscal Agent -17- , � � . r � � ' shall not be liable for any error of ,judgment made in good faith unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts . (F) The Fiscal Agent shall have the right to buy , sell , own, deal or trade-in the Bonds or the coupons relating thereto without giving notice thereof to the City, the Company or any bondholder and without incurring any liability whatsoever with respect thereto. (G) The Fiscal Agent may resign by an instrument in writing delivered to the City and the Company to take effect not sooner than 90 days after its delivery, whereupon the City, with the consent of the Company, shall immediately, in writing, designate a successor Fiscal Agent . Such successor Fiscal Agent shall be a bank, trust coMpany or national banking association which is a member of the Federal Reserve System and has a capital stock and surplus aggregating at least $5,000 ,000. Such successor Fiscal Agent shall be subject to the same duties and obligations and shall have the same rights , privileges and immunities specified in this Ordinance and in the Lease for the Fiscal Agent. Any such successor Fiscal Agent shall file an acceptance in the form referred to in subparagraph (A) hereof with the City Clerk within 10 days of its appointment. (H) The Fiscal Agent shall be entitled to payment or reim- bursement for reasonable fees for its ordinary services and all advances , counsel fees and other ordinary expenses reasonably and necessarily made or incurred by it in connection with its ordinary services, all such fees and expenses to be paid by the Company as Additional Rent as specified in paragraph 2.2 of the Lease . Section 27. Conveyance of Project to the Company . Upon re- ceipt by the C ty of the purchase price of the property sub,ject to said Lease described in Schedule 1 hereof title to said property shall be transferred and conveyed to the Company as provided in the Lease and the Mayor and other appropriate officers of said City are hereby au- thorized and directed to execute such deeds , bills of sale and other instruments as may be necessary to effect such conveyance and transfer. Section 28. Authorization of Lease . The Land and the build- ings and the Plant to be acquired pursuant to this Ordinance and said Lease, shall be leased to H.W.T . Building Corporatiion, an Indiana cor- pbratior�, under and pursuant to the Lease dated February 1, 1971, in the form attached to this Ordinance and marked Exhibit "A" , which Lease including any ahanaes raecessary ta correct omissions or ambiguities - therein, which the officers executing the same are hereby authorized to make, the Mayor and City Clerk are hereby authorized and directed �to execute for and on behaif of and as the act and deed of the City of Cape Girardeau, Missouri . Section 29. Approval of Guaranty A�reement . The Guaranty Agreement dated February 1, 1970 by Hardware irlholesalers , Inc . , an Indiana corporation, whereby Guarantor guarantees the obligations of the Company under the Lease in the form attached hereto and marked Exhibit B is hereby approved and the Mayor and City Clerk are hereby authorized to evidence such approval by signing the same . -18- . ., � � . . t , . Section �p . Election by City under Section 103(c ) ( 6) (D) of the Internal Revenue Code. The City hereby confirms its election that ect on 3 c D of the Internal Revenue Code of 1954 as amended by the Renegotiation Amendments Act of 1967 shall apply to the Bond Issue herein authorized and the T�iayor and City Clerk of said City be and they are hereby authorized and directed to file evidence of said elec- tion with any appropriate officer of the United States , including the Secretary of the Treasury or his delegate and to take such other action as may be necessary to make effective the election made hereine Section 31. Severability . If any one or more of the covenants , agreements or provisions of this Ordinance or of said Lease dated February 1, 1971, should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants , agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants , agreements or provisions , and shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds issued hereunder, or of the Leaseo Section �2e Effective Datee This Ordinance shall be in full force and effect ten days #'rom and after its passage and approval. Passed by the City Council of the City of Cape Girardeau, Missouri, this 28th day of January � 1971 e �� � Mayo r ATTEST> � -e�t..:u--�. City Clerk Signecl and approved by the 1�7ayor this 28th day of January � 1971a ��'� � Mayor �TTES'�� J \� � 1 \ �/ �� City Clerk —19— , � � � - �� < < SC�iEDULE 1 TO LEASE DAT�D FEIIRUARY 1, 1971, BY AND BETWEEN T}iE CITY OF CAPE GII�ARDEAU, MISSOURI, AND H.W.I . IIUILDING CORPORATION, TO ORDINANCE N0. OF S�1ID CITY, AND TO GUARANTY �GREET�I�P1T DATED FEIIRUARY l, 1971, BY �iARllWARE WHOLESALERS, INC. RELATING THERETO. �a) Real Estate situated in the County of Cape Girardeau, and State of Missouri, to ��it: . Part of the South Half of the Northwest Quarter of Section 27 , To�ti�nship 30 North, Range 13 East, County of Cap2 Girardeau, State oi DSissouri, described as follows: �-- - - �- � � _ _. .Start_ at the Southwest__corner of the North�aest Quarter of said Section 27; thence North 0° 36 ' West, along the ��Test line of said Section 27, 30 . 0 feet to the rorth_ line of the_ .Nash Road; thence South S9° 15 ' East, along said North line, 100 . 0 feet to the ooint of beginning; thence North 0° 36 ' V;est, parallel tv the West line of said Section 27, 656 .4 feet to the South line of a 25.0 foot Railroad easement; thence South 89° 23 ' East, along the said South line, 1240 . 0 feet; thence South 0° 36 ' East, 659 . 3 feet, to� the North line of the Nash Road; thence .North 89° 15 ' StiTest, along said North line, 1240 .0 feet to the point of beginning, and containing 18.726 acres . � Sub�ect to : (i) easements , restrictions and reservations now of record, (ii) the rights of the public in and to any part of the premises lying or being in public roads , alleys or highways and (iii) taxes and assessmentsa general and special , not now due or payable ; (b) And all buildings and improvements and machinery and equipment constructed or located thereon pursuant to Article IV of said Lease .