Board of Commissioners Meetings

City of Henderson, Kentucky NOTICE OF SPECIAL CALLED MEETING FOR WEDNESDAY, MARCH 30, 2022 BEGINNING AT NOON March 29, 2022 Commissioner Robert N. Pruitt Commissioner Bradly S. Staton Commissioner Rodney Thomas Commissioner Austin P. Vowels Dear Board Members: Please take notice that as Mayor of the City of Henderson, Kentucky, I hereby call a meeting of the Board of Commissioners to be held on Wednesday, March 30, 2022, at Noon. This meeting will be conducted as a video teleconference meeting as allowed under KRS61.826. One or more members of the Board of Commissioners may participate via Zoom Webinar. Any interruption in the video or audio broadcast at any location shall result in the suspension of the meeting until the broadcast is restored. The primary location for public attendance shall be the third-floor assembly room, 222 First Street, Henderson, Kentucky. The meeting will be broadcast live to the public on Zoom (call in number/webinar ID – 1 312 626 6799 / 871 7757 5425 Password: 8311200) or https://us02web.zoom.us/j/87177575425 Password: 8311200; live streamed on the city’s website: https://www.cityofhendersonky.org/CivicMedia; Facebook and Twitter. The purpose of this called meeting is for the following: 1. Roll Call: 2. Ordinances, Municipal Orders & Resolutions: Municipal Order: Municipal Order Approving the Lease Real Estate By and Between the City of Henderson To Pratt (Henderson Corrugating), LLC 3. Adjournment: Respectfully, __________________________ Steve Austin, Mayor A copy of the foregoing notice received, and service thereof waived this 30th day of March 2022. _________________________________ Commissioner Robert N. Pruitt Sr. _________________________________ Commissioner Bradley S. Staton _________________________________ Commissioner Rodney Thomas _________________________________ Commissioner Austin P. Vowels  City Commission Memorandum 22-64 March 29, 2022 TO: Mayor Steve Austin and the Board of Commissioners .,, _ 'J FROM: William L. "Buzzy" Newman, Jr., City Manager /l,{;JN SUBJECT: Pratt (Henderson Corrugating), LLC Lease The accompanying municipal order authorizes the execution of a lease agreement with Pratt (Henderson Corrugating), LLC, for real estate on KY 425. Pratt (Henderson Corrugating), LLC., will lease approximately 71.795 acres. The annual rent will be $ 1. 00 payable in advance on October pt of each year. It is understood that during the term of this lease agreement Pratt (Henderson Corrugating), LLC., in addition to the annual rent, shall be responsible for all construction expenses related to improvements to the real estate, all operating expenses, and all utilities. Your approval of the attached municipal order is requested. c: Dawn Kelsey, City Attorney Robert Gunter, Finance Director  MUNICIPAL ORDER NO. - - - MUNICIPAL ORDER APPROVING THE LEASE AGREEMENT FOR REAL ESTATE LOCATED ON KY 425 (HENDERSON BYPASS) BY AND BETWEEN THE CITY OF HENDERSON TO PRATT (HENDERSON CORRUGATING), LLC; AND AUTHORIZING THE MAYOR TO EXECUTE THE LEASE ON BEHALF OF THE CITY WHEREAS, the City of Henderson (Lessor) owns certain real estate as shown in the attached lease agreement as Exhibit "A", located on KY 425 (Henderson Bypass) in the City of Henderson, Henderson County, Kentucky (the "Real Estate"), comprising approximately 71.795 acres; and WHEREAS, Lessor desires to lease to Tenant and Tenant desires to lease from Lessor the Real Estate to build/construct and operate a box plant on Lot 2A, subject to the terms, conditions and provisions of this Lease. NOW, THEREFORE, BE IT ORDERED by the City of Henderson, Kentucky, that the attached lease agreement between the City of Henderson and Pratt (Henderson Corrugating), LLC for the property on KY 425 (Henderson Bypass), Henderson, KY, comprising approximately 71.795 acres, is hereby approved, and the Mayor is authorized to execute the lease and all other necessary documents on behalf of the City. On motion of Commissioner _ _ _ _ , seconded by Commissioner - - - ~ that the foregoing Municipal Order be adopted, the vote was called. On roll call the vote stood: Commissioner Staton: Commissioner Pruitt: _ __ Commissioner Thomas: Mayor Austin: Commissioner Vowels: INTRODUCED, PUBLICLY READ AND FINALLY APPROVED ON ONE READING, this the _ _ _ day of March 2022. Steve Austin, Mayor ATTEST: Date: - - - - - - - - - - - Dawn S. Kelsey, City Attorney MUNICIPAL ORDER NO.  LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the - - - day of _ _ _ _, 2022 (the "Effective Date"), by and between THE CITY OF HENDERSON, KENTUCKY (the "City" and the "Lessor"), a Kentucky corporation, with its mailing address being 222 First Street, P.O. Box 716, Henderson, KY 42419-0716and PRATT (HENDERSON CORRUGATING), LLC ("Tenant"), a Delaware limited liability company, with its principal place of business being 4004 Summit Boulevard NE, Suite 1000, Atlanta, Georgia 30319. WITNESSETH THAT: WHEREAS, Lessor owns certain real estate as shown on the attached Exhibit "A", located in the City of Henderson, Henderson County, Kentucky (the "Real Estate"),a parcel of which is marked as Lot 2A; and comprising approximately 71.795 acres; and WHEREAS, Lessor desires to lease to Tenant and Tenant desires to lease from Lessor the Real Estate to build/construct and operate a box plant on Lot 2A, subject to the terms, conditions and provisions of this Lease. NOW, THEREFORE, in consideration of the rents hereinafter reserved and the covenants herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree that the foregoing recitals are true and correct and are incorporated herein by this reference, and further agree as follows: ARTICLE 1 - PREMISES Section 1. 1 Premises. Lessor hereby agrees to lease to Tenant, and Tenant hereby agrees to lease from Lessor all the land and all existing improvements (excluding those owned by various utilities) located on the property as depicted on Exhibit "A" attached hereto as Lot 2A, which the parties agree contains approximately 71.795 acres (the "Premises"). The parties intend that the ownership of the improvements constructed by Tenant on the Premises will be transferred to Lessor at the time of the IRB financing referred to below, subject to the terms of the replacement to this Lease to be executed by the parties at that time. Section 1.2 Quiet Enjoyment. If and so long as Tenant pays the rent reserved hereunder and observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises, subject nevertheless to all of the provisions of this Lease. ARTICLE 2 - LEASE TERM Section 2.1 Term. The initial term (the "Initial Term") of this Lease shall commence on the Effective Date (the "Commencement Date") and terminate on the later to occur of December 31, 2022 or the issuance of an Industrial Revenue Bond (IRB) to Tenant covering the leased property (the "Expiration Date"). The parties acknowledge their mutual commitment to pursue the IRB financing. ARTICLE 3 -RENT Section 3.1 Annual Rent. Tenant covenants and agrees to pay Lessor as rent for the Premises $1.00 a year, and Lessor and Tenant hereby agree and acknowledge that the rent is payable on October 1st . Lessor acknowledges receipt of the first year's rent. ARTICLE 4 - CONSTRUCTION EXPENSES; OPERATING EXPENSES, Section 4.1 Construction Expenses. During the term of this lease, Tenant shall be responsible for all Construction Expenses related to Tenant's improvements, including but not limited to 1) the City of Henderson building permit fees; 2) the Henderson Water Utility water and sewer tap fees; 3) Henderson Municipal Gas natural gas tap fees; and 4) in-kind infrastructure improvements for natural gas. "Construction Expenses" includes but is not limited to all items of costs and expenses required in connection with the development, engineering, design, construction, pennitting, insuring, environmental compliance, procurement and installation of materials, supplies and equipment, start-up, testing and financing, including all labor and materials for these expenses. Section 4.2 Approval of Construction Plans. Tenant agrees to provide a Site Development Plan for approval by the Henderson City County Planning Commission in accordance with applicable zoning and building requirements. Said Plan shall include grading plans, street/road plans, erosion control plans, and other items as required by the Planning Commission pursuant to applicable laws and regulations. Section 4.3 Operating Expenses. During the term of this Lease, Tenant shall be responsible for all "Operating Expenses" for Tenant's operations on the Premises. As used in this Section, "Operating Expenses" includes, but is not limited to, all applicable normal and reasonable costs and expenses for: (i) the repair, maintenance, replacement, paving, and cleaning, of the parking lots, sidewalks, lawn areas, landscaping and related exterior lighting; (ii) the operation, repair, maintenance, replacement, painting and cleaning of the Premises and all plumbing and electric lines, pipes, heating, ventilation and air conditioning systems, walls, exterior doors, foundation and all other major systems of any building or facility constructed on the site; (iii) prope1iy, casualty and liability insurance for the property including any and all improvements; (iv) maintenance and service agreements for the Premises as determined by Tenant including, but not limited to, pest control, alam1 service, security service and exterior window cleaning; (v) reasonable management fees for the operation, maintenance and management of the Premises to the extent Tenant elects to engage a managing agent; and (vi) accounting costs incurred by Tenant, including the cost of audits by ce1iified public accountants, and outside legal and engineering fees and expenses incurred in -2- connection with the operation and management of the Premises (not including any such costs that Lessor may elect to incur). Section 4.4 Utilities. Tenant shall separately obtain all electricity, telephone, cable television, internet, security services and waste disposal services for the Premises, and any other utility services and shall pay such providers directly for such services. Lessor agrees to cooperate as reasonably requested by Terrant to grant easements permitting utility providers to construct and place into operation the utilities. Section 4.5 Real Estate Taxes and Assessments. Tenant shall pay all real estate taxes and assessments attributable to the Premises during the Lease Term, prorated as of the Commencement Date and the Expiration Date. To the extent that any portion of the Premises is part of a larger tax parcel, Tenant shall pay the amount of the real estate taxes and assessment reasonably attributable to the Premises, based on (a) the relative acreage of the Premises compared to the acreage of the larger parcel and (b) and the value of the improvements on the Premises compared to the value of the improvements on the larger parcel, and Lessor shall pay the balance of the real estate taxes and assessments on the larger parcel. ARTICLE 5 - USE OF PREMISES Section 5.1 Use. Tenant shall use and occupy the Premises for Tenant's industrial use and such other, related uses as permitted hereunder or permitted by applicable law. Tenant shall, at Tenant's expense, comply with all laws, orders, ordinances, regulations and rules of all governmental authorities with respect to the construction, occupancy, use or manner of use of the Premises and the rules and regulations relating to any building constructed on the Premises. Tenant shall give Lessor prompt notice of any violation or recommendation of change of which Tenant shall have received notice from governmental authorities. Section 5 .2 Signs and Awnings. Any and all signs and awnings shall comply with all applicable state and city rules and regulations. ARTICLE 6-REPAIRS, MAINTENANCE AND ALTERATIONS Section 6.1 Repairs and Maintenance. Tenant shall at all times during the term of this Lease, at Tenant's sole cost and expense, keep and maintain (or cause to be kept and maintained) the Premises in good repair and condition (ordinary wear and tear and casualty damage excepted), and shall use all reasonable precaution to prevent waste, damage or injury to the Premises. Tenant shall be responsible for providing, maintaining, and repairing any and all equipment, furnishings or other items to be placed on the Premises as is necessary or required for its operations. Tenant shall be responsible for providing janitorial and housekeeping services within the Premises and trash disposal including environmental waste disposal. Tenant shall be responsible for the care, cutting and maintenance of all lawns, plantings and shrubbery, and for snow and ice removal of paved surfaces on the Premises. For purposes of amplification, Tenant's obligations of repair and maintenance as required above include, but are not limited to, the following: (i) maintaining the exterior, interior and structural portions of any building or structure (including but not limited to the roof, foundation, walls, doors and window glass); (ii) the repair, maintenance and replacement -3- of the heating, ventilation, air conditioning ("HV AC") systems, electrical, water, plumbing and other utility lines, pipes and facilities located on the Premises or in any building on the Premises; (iii) pest control for any building and the Premises; (iv) maintaining all paved surfaces that are part of the Premises; and (v) the repair and maintenance of all exterior and parking lot lighting and all building identification signs. Tenant shall, at Tenant's sole cost and expense, repair, replace and maintain in good operating condition the roof, foundation, and load bearing walls of all buildings. Section 6.2 Alterations and Additions. Tenant shall be responsible for any modifications, alterations, additions, or remodeling which Tenant elects to perform upon the Premises. Tenant shall be responsible for payment of all costs associated with the design, construction, and completion of any such alteration, addition, improvement, or installation. Tenant agrees that any modifications, alterations, remodeling, other improvements or installations made by Tenant to or upon the Premises shall be done in a good and workmanlike manner and in confonnity with all laws, ordinances and regulations of all public authorities having jurisdiction, that materials of good quality shall be employed therein, and that any building or the structure on of the Premises shall not be endangered or impaired thereby. Tenant shall have the right, at Tenant' option, to remove upon the termination of this Lease, any structural (buildings and supports) alterations, additions, and improvements which Tenant performs upon the Premises. Section 6.3 Fixtures and Personal Property. It is expressly agreed that Tenant may securely attach to the Premises such fixtures or other articles as may be convenient for the conduct of Tenant's business, including but not limited to, equipment, desks, counters, partitions, shelving, lighting fixtures and safes. Said fixtures may be maintained during the continuance of the Term and all such fixtures installed by Tenant shall remain the property of Tenant. Section 6.4 Mechanic's Liens. Tenant shall not permit any mechanic's or materialmen's liens to be filed against the Real Estate or against Tenant's interest in the Premises by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant or anyone holding the Premises through or under Tenant, whether prior or subsequent to the commencement of the Term of this Lease. If any such mechanic's or materialmen's lien shall at any time be filed against the Real Estate or Premises as a result of any alterations, additions, improvements or repairs performed by or on behalf of Tenant, Tenant shall cause the same to be released of record or bonded within thirty (30) days after Tenant becomes aware of such lien. If Tenant shall fail to cause such lien to be discharged within thirty (30) days after Tenant becomes aware of such lien, then, in addition to any other right or remedy of Lessor, Lessor may, but shall not be obligated to, discharge the same by paying the an1ount claimed to be due; and the amount so paid by Lessor, and all costs and expenses, including reasonable attorneys' fees incuned by Lessor in procuring the discharge of such lien, shall be due and payable by Tenant to Lessor, as Additional Rent, within thirty (30) days of invoicing by Lessor. Section 6.5 Surrender of Premises. If the IRB is not granted or in the event Tenant abandons the project for a period of one hundred-eighty (180) days, Tenant hereby agrees to execute any and all agreements and/or other documents necessary to transfer the real property and all of the improvements thereon to Lessor to be theirs in fee. -4- ARTICLE 7 -CASUALTY AND CONDEMNATION Section 7.1 Damage by Fire or Other Casualty. In the event the Premises is damaged by fire or other casualty during the term of this Lease, Tenant agrees to reconstruct the facility as previously designed. Section 7.2 Condemnation. If the entire Premises shall be condemned or taken either permanently or temporarily for any public or quasi public use or purpose, under any statute or by right of eminent domain, or by private purchase in lieu thereof (hereinafter referred to as "condemnation"), then and in that event, the term of this Lease shall cease and terminate from the date of possession of the Premises by such condemning authority. In the event only a portion of the Premises shall be condemned, and such condemnation does not adversely affect Tenant's continued use of the Premises, this Lease shall remain in full force and effect; however, the rent shall be reduced in proportion to the effect of such condemnation on Tenant's use of the Premises. If the portion of the Premises so taken is such as to destroy the usefulness of the Premises for the purposes for which the same are leased hereunder, Tenant shall have the right to cancel and terminate this Lease or to continue the Lease for the remainder of the Premises under the terms herein, effective as of the date possession of such portion condemned shall be taken by such condemning authority. In the event the Premises or any part thereof shall be condemned, whether or not this Lease shall be terminated, Lessor shall not be entitled to any portion of the award applicable to the value of the improvements constructed by Tenant or specifically made to Tenant for relocation, taking of Tenant's trade fixtures, and any and all other amounts as shall be separately awarded to Tenant by the condemning authority. Tenant shall have the right to appear in any such condemnation proceeding with respect to Tenant's interest, and both Tenant and Lessor shall cooperate with one another in such condemnation and shall execute all documents required to that end. ARTICLE 8 - ENVIRONMENTAL LIABILITIES Section 8.1 Use of Premises by Tenant. Tenant hereby agrees that Tenant shall not cause or permit any "Hazardous Materials" to be brought upon, kept, disposed of or used in or about the Premises by Tenant, Tenant's agents, employees, contractors or invitees, except for such materials as are necessary for Tenant's use of the Premises, and which are used, stored and disposed of in accordance with Federal and State guidelines regarding the use, handling, storage and disposal of all Hazardous Materials. Section 8.2 Hazardous Materials Defined. As used in this Article 8, the term "Hazardous Materials" shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive or corrosive, including, without limitation, petroleum, PCBs, hydrocarbons, radioactive materials, asbestos, materials known to cause cancer or reproductive problems and those materials, substances and/or wastes, including infectious waste, medical waste, and potentially infectious biomedical waste, which are or later become regulated by any local governmental authority, the State of Kentucky or the United States Government, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the Federal Water Pollution Control Act, Safe Drinking -5- Water Act, Clean Water Act, Clean Air Act, Toxic Substance Control Act, Federal Insecticide Fungicide Rodenticide Act and Occupational Safety and Health Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transpo1iation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 690L et seq.; all corresponding and related State of Kentucky and local Statutes, ordinances and regulations, including without limitation any dealing with underground storage tanks; and in any other environmental law, regulation or ordinance now existing or hereinafter enacted (collectively, "Hazardous Materials Laws"). Section 8.3 Indemnification by Tenant. If Tenant breaches any of the representations or obligations contained in this Article 8, or if the presence of Hazardous Materials on the Premises caused or permitted by Tenant during Tenant's occupation of the Premises results in contamination of the Premises or the Real Estate, the result of which causes Tenant or Lessor to be legally liable for damage resulting therefrom, then TENANT SHALL INDEMNIFY, DEFEND AND HOLD LESSOR, AND LESSOR'S ELECTED AND APPOINTED OFFICIALS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS HARMLESS FROM ANY AND ALL CLAIMS, JUDGMENTS, DAMAGES, PENAL TIES, FINES, COSTS, LIABILITIES OR LOSSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS) AS A RESULT OF SUCH CONTAMINATION. THIS INDEMNIFICATION OF LESSOR BY TENANT INCLUDES, WITHOUT LIMITATION, COSTS INCURRED IN CONNECTION WITH ANY INVESTIGATION OF SITE CONDITIONS OR ANY CLEANUP, REMEDIAL, REMOVAL OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENTAL AGENCY OR POLITICAL SUBDIVISION BECAUSE OF SUCH CONTAMINATION. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises caused by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at Tenant's sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Materials to the Premises or to such condition as complies with applicable remediation requirements; provided that Lessor's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld, unreasonably conditioned or unreasonably delayed, so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises. The foregoing indemnification by Tenant shall not extend to conditions not attributable to Tenant prior to the commencement of the Lease Term, nor for any conditions caused by the acts or omissions of Lessor, its agents, or any other third parties. ARTICLE 9 - INSURANCE Section 9.1 Property Insurance. Tenant covenants and agrees that Tenant will at all times during the term of this Lease keep the Premises and all improvements which are now or hereafter a part of the Premises insured at their replacement cost against loss or damage by fire, hail, windstorm, tornado, earthquake and the extended coverage hazards in reliable and reputable insurance companies admitted to do business in the State of Kentucky, listing Lessor as an additional insured. Tenant shall provide Lessor a certificate of said insurance, together with proof of payment of the premium thereof and at Lessor's request, copies of the declarations page(s) for -6- said insurance policy and copies of all endorsements required herein as such declarations and endorsements pertain to the required insurance. With respect to insurance coverage of the Premises required by this Section, the Tenant shall not materially modify or cancel said coverage without first giving Lessor thirty (30) days' written notice thereof. The paiiies agree that any amount collected on such insurance policy covering the Premises shall be available for reconstruction or repair of the Premises as provided in Article 7 herein. Section 9.2 Insurance coverage of Tenant' Personal Property. Tenant, at Tenant's expense, shall carry and maintain during the term of this Lease such insurance coverage as it shall deem appropriate with respect to the personal property, trade fixtures and equipment of Tenant located in or upon the Premises from time to time. Section 9.3 Liability Insurance of Tenant. During the term of this Lease, Tenant, at Tenant's expense, shall keep in full force and effect a policy or policies of general liability insurance relating to death or personal injuries sustained by business visitors, contractors, guests and any other person who may enter upon the Premises with policy limits of Five Million Dollars ($5,000,000) for injury to or death of any person, and Five Million Dollars ($5,000,000.00) for injury to or death of any number of persons in one occurrence. A pmiion of the required policy limits hereunder may be achieved by Tenant's umbrella insurance policy. Such insurance shall specifically insure Tenant against all liability assumed by it hereunder, as well as liability imposed by law. Tenant shall provide Lessor a ce1iificate of insurance as proof of insurance. Such policy shall provide that it shall not be materially modified or cancelled without first giving Lessor thirty (30) days' written notice thereof. Lessor shall not umeasonably withhold its approval as to the form of the policies of insurance or the insurance companies selected by Tenant. Tenant shall list Lessor as an additional insured on its liability insurance. 9.4 Builders' Risk. Tenant shall keep in full force and effect Builder's Risk Insurance Policy for the Premises in an amount sufficient for replacement of any improvement on the Premises. 9.5 Indemnification. TENANT SHALL INDEMNIFY, DEFEND AND HOLD LESSOR, AND LESSOR'S ELECTED AND APPOINTED OFFICIALS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS HARMLESS FROM ANY AND ALL CLAIMS, JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES OR LOSSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS) AS A RESULT OF ANY CLAIM OR LAWSUIT ARISING OUT OF TENANTS' USE OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR OR THE OTHER PARTIES INDEMNIFIED UNDER THIS SECTION. ARTICLE 10 - COMPLIANCE WITH LAWS Section 10.1 Compliance With Laws. Tenant shall, at Tenant's expense, comply with all laws, orders, ordinances, and rules and regulations of all governmental authorities having jurisdiction and with respect to the occupancy, use or manner of use of the Premises. Tenant shall give Lessor prompt notice of any violation or recommendation of change of which Tenant shall have received notice. -7- Section 10.2 Compliance with Regulations. It is expressly understood that the parties intend that this Lease will comply with all applicable rules and regulations of all governmental, regulatory and accreditation authorities. Accordingly, the parties agree to renegotiate, in good faith, any term, condition or provision of this Lease, or any other agreement between the parties, that any such authority determines to be in contravention of any federal, state or local regulation or law. Tenant shall also comply with all applicable rules and regulations promulgated by the Kentucky State Department for Public Health, the federal Centers for Disease Control and Prevention (CDC), Kentucky Energy and Environment Cabinet, Division of Water, and any other governmental agency that deals with epidemiology, disease control, environmental contamination, and/or medical regulation regarding the operation of the Premises. ARTICLE 11-ASSIGNMENT AND SUBLETTING Section 11. 1 Assignment and Subletting. Tenant shall have the right to assign or sublease all or a portion of the Real Estate with the signed written consent of Lessor, which consent shall not be unreasonably withheld, unreasonably conditioned or unreasonably delayed. Lessor does hereby specifically consent to the assignment by Tenant of a portion of the Real Estate to any entity related to Tenant which is under common control with Tenant; provided, however, that in no event shall such assignment relieve Tenant of any of its obligations hereunder. ARTICLE 12 -DEFAULT AND REMEDIES Section12.l Default By Tenant. The occtmence of any of the following shall, at Lessor's option, constitute a material default and breach of this Lease by Tenant and shall constitute an "Event of Default" hereunder: A. A failure by Tenant to make payment of its Rent within ten (10) days of its due date; B. A failure by Tenant to make any other payment required to be made by Tenant hereunder where such failure continues for thirty (30) days after receipt of written notice from Lessor; C. A failure by Tenant to observe and perform any other provisions or covenants of this Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof from Lessor to Tenant, provided, however, that if the nature of the default is such that the san1e cannot reasonably be cured within such thi1iy (30) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. Section12.2 Remedies. If any Event of Default by Tenant shall continue uncured upon expiration of the applicable curing period, Lessor may, at Lessor's option, terminate this Lease upon and by giving written notice of termination to Tenant, or Lessor, without terminating this Lease, may at any time after such default, without limiting Lessor in the exercise of any other right or remedy which Lessor may have by reason of such default (other than the aforesaid right of termination), exercise any one or more of the remedies hereinafter provided in this Paragraph or as otherwise provided by law, all of such remedies (whether provided herein or by law) being cumulative and not exclusive: -8- A. Lessor may perform for the account of Tenant any defaulted term or covenant on Tenant's part to be observed or performed and recover as Rent any expenditure made and the amount of any obligations incurred in connection therewith including reasonable attorneys' fees and costs. B. Lessor may enter the Premises and take possession of the Premises and relet the Premises or any part thereof for the account of Tenant, for such terms, upon such conditions and at such rental as Lessor may deem proper. Lessor may execute any lease in connection with such reletting as Lessor may see fit, and the lessee of such reletting shall be under no obligation to see to the application by Lessor of any Rent collected by Lessor. Section12.3 Lessor Default and Remedies. Should Lessor at any time fail to do any of the things required to be done by Lessor under the provisions of this Lease, and should said default continue for thirty (30) days after written notice thereof from Tenant to Lessor specifying the particulars of such default, Tenant, at its option, and in addition to any and all other rights and remedies of Tenant at law or in equity in such event, may (but shall not be required to) do the same or cause the same to be done, and Lessor covenants and agrees thereupon to reimburse Tenant in connection therewith, upon demand. ARTICLE 13 - GENERAL PROVISIONS Section 13 .1 Survival oflndemnities. Except as otherwise specifically provided in this Lease, all representations, warranties and indemnities of Tenant and Lessor under this Lease shall survive the expiration or sooner termination of this Lease. Section 13 .2 No Waiver of Breach. No failure by Lessor to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Lease, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Lease, but each and every covenant, condition, agreement and term of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach. Section 13.3 Unavoidable Delay - Force Maieure. If either party shall be delayed or prevented from the performance of any act required by this Lease by reason of acts of God, fire, earthquake, flood, explosion, war, insurrection, riot, mob violence, sabotage, inability to procure labor, equipment, facilities materials or supplies, strikes, lockouts, action oflabor unions, condemnation, laws, orders of governmental authorities, litigation involving a party hereto relating to zoning, subdivision or other governmental action or inaction pertaining to the Premises or any portion thereof, inability to obtain governmental permits or approvals, epidemics and pandemics, and other causes, without fault and beyond the reasonable control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; provided, however, nothing in this section shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant except as may be expressly provided elsewhere in this Lease. -9- Section 13.4 Notices. Unless otherwise specifically provided in this Lease or by law, any and all notices or other communications required or permitted by this Lease or by law to be served on, given to, or delivered to any party to this Lease shall be writing and shall be deemed duly served, given, delivered and received when personally delivered (including confirmed overnight delivery service to the party to whom it is directed), or in lieu of such personal delivery, when five (5) business days have elapsed following deposit thereof in the United States mail, first-class postage prepaid, certified, return receipt requested, addressed to: LESSOR: The City of Henderson, Kentucky Attn: City Manager 222 First Street Henderson, Kentucky 42420 TENANT: With a copy to: Pratt (Henderson Corrugating), LLC Pratt (Henderson Corrugating), LLC 4004 Summit Boulevard NE 4004 Summit Boulevard NE Suite 1000 Suite 1000 Atlanta, GA 30319 Atlanta, GA 30319 Attn: Stephen Ward, Attn: Douglas R. Balyeat, Chief Financial Officer Vice President and General Counsel Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in its paragraph. Section 13.5 Gender. The use herein of any gender includes all others, and the singular number includes the plural and vice-versa, whenever the context so requires. Section 13 .6 Costs and Expenses. With respect to the negotiation and execution of this Lease, each party shall be responsible for its own costs and expenses, including attorneys' fees. Section 13.7 Captions. Captions in this Lease are inserted for convenience ofreference only and do not define, describe or limit the scope or the intent of this Lease or any of the terms hereof. Section 13.8 Waiver; Amendment. No modification, waiver, amendment, discharge or change of this Lease shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. Section 13.9 Attorney's Fees. If either party retains an attorney to enforce this Lease, the prevailing party shall be entitled to recover, in addition to all other items of recovery permitted by law, reasonable attorneys' fees and costs incurred through litigation, bankruptcy proceedings and all appeals. As used herein, the term 'prevailing party' shall include, but not be limited to, a party who obtains legal counsel or brings an action against the other by reason of the other's breach or default and obtains substantially the relief sought whether by compromise, settlement, or judgment. - 10 - Section 13 .10 Time. Time is of the essence of each obligation of each party hereunder. Section 13 .11 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the Commonwealth of Kentucky, even though Tenant may have its principal place of business in another state or commonwealth. Lessor and Tenant further agree to submit to exclusive jurisdiction before state court in Henderson County, Kentucky, or federal court in the Western District in Kentucky, and waive any right to raise any questions of personal jurisdiction or venue in any action brought in connection with this Lease. Section 13.12 Binding Effect. Subject to any provision of this Lease that may prohibit or curtail assignment of any rights hereunder, this Lease shall bind and inure to the benefit of the respective heirs, assigns, personal representatives, and successors of the parties hereto. Section 13.13 Execution of Other Instruments. Each party agrees that it shall, upon the other's request, take any and all steps, and execute, acknowledge and deliver to the other party all further instruments necessary or expedient to effectuate the purpose of this Lease. Section 13 .14 Severability. If any term, provision, covenant or condition of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if such holding by the court deprives either party of any of the principal benefits and/or protections described in this Lease, Lessor and Tenant covenant and agree that they shall negotiate in good faith to amend this Lease in a manner that returns such principal benefits and/or protections to the aggrieved party. Section 13. 15 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original and when taken together will constitute one instrument. To further facilitate the execution of this Lease, the parties agree that they will give legal effect to facsimile, electronic or PDF signatures as if such signatures originally appeared on counterpart copies of this Lease. Section 13 .16 Mediation. In the event any dispute arises pursuant to this Agreement, including, but not limited to, a dispute as to whether an Event of Default has occurred, the parties agree to attempt to resolve the dispute through good faith negotiation. If the dispute is not resolved through good faith negotiation, the parties hereby expressly agree to submit the dispute to non-binding mediation with the exclusive location for said mediation to be in Henderson, Kentucky, Owensboro, Kentucky, or Evansville, Indiana. The parties to this Agreement shall select a mediator by agreement and, if no agreement can be reached, each party shall select one mediator who will then, in turn, agree to a third mediator. The costs associated with the mediation shall be divided equally amongst the parties, excluding expenses incurred by each party, such as each parties' attorney fees. Non-binding mediation shall not be the sole means to settling any such dispute. Once non-binding mediation has been unsuccessful, any party shall be entitled to file suit in any court of competent jurisdiction in Henderson County, Commonwealth of Kentucky, that has general jurisdiction of the subject matter. If any matter is taken to suit in court, the prevailing party(ies) shall be entitled to reimbursement of their reasonable attorney fees' and costs. Nothing - 11 - in this Section shall prohibit a party from going directly to court in the event an injunction is requested or to avoid the expiration of an applicable statute of limitations. Section 13 .17 Integration of Agreements. This writing is intended by the parties as a final expression of their entire agreement and is a complete and exclusive statement of its terms, and all negotiations, considerations and representations between the parties hereto are incorporated herein. No course of prior dealings between the parties or their agents shall be relevant or admissible to supplement, explain, or vary any of the terms of this Lease. Any oral or written representations, agreements, understandings and/or statements shall be of no force and effect, provided that this Agreement shall not supersede or otherwise affect the terms and conditions of the IRB, and shall be construed in a manner consistent with the IRB. Acceptance of: or acquiescence to, a course of performance rendered under this Lease or any prior agreement between the parties or their agents shall not be relevant or admissible to determine the meaning of any of the terms or covenants of this Lease. Other than as specifically set forth in this Lease, no representations, understandings or agreements have been made or relied upon in the making of this Lease. THIS LEASE CAN ONLY BE MODIFIED, CHANGED, OR AMENDED BY A WRITTEN INSTRUMENT SIGNED BY EACH OF THE PARTIES HERETO. Section 13.18 Brokers. Lessor and Tenant each represent to the other that it has not dealt with any broker in connection with this lease transaction. Section 13.19 Interpretation. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, strictly neither for or against Lessor or Tenant, and without implying a presumption that the tenns hereof shall be more strictly construed against one party by reason of any rule of construction to the effect that a document is to be construed more strictly against the pmiy who personally or through such party's agent prepared the same. Section 13 .20 Authorized Representative. Each of the parties represent and wmrant that they have taken all actions necessary to authorize the execution and delivery of this Lease, that the individuals signing this Lease on their behalf are the duly authorized representatives of the respective parties, and that this Lease is binding and enforceable from and after the date of such signatures (and as of the Effective Date). [SIGNATURE PAGE FOLLOWS] - 12 - IN WITNESS WHEREOF, Lessor and Tenant have duly executed this Lease as of the date first written above. CITY OF HENDERSON, KENTUCKY By: _ _ _ _ _ _ _ _ _ _ __ Steve Austin Mayor Attest: By: _ _ _ _ _ _ _ _ _ _ __ Maree Collins City Clerk COMMONWEAL TH OF KENTUCKY) ): ss COUNTY OF HENDERSON ) On this, the day of _ _ _ _ _ , 2022, before me, a Notary Public in and for the State and County aforesaid, personally appeared Steve Austin and Maree Collins, who are known to me or whose identity was proven on the basis of satisfactory evidence and who acknowledged themselves to be the Mayor and City Clerk, respectively, of the City of Henderson, Kentucky, a municipal corporation and political subdivision of the Commonwealth of Kentucky, and that he as such officers, being authorized to do so, executed the foregoing instrument on behalf of such city for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. [Seal] Notary Public My Commission Expires: _ _ _ _ _ _ _ __ Notary ID: _ _ _ _ _ _ _ _ _ _ _ _ __ S-1 PRATT (HENDERSON CORRUGATING), LLC By:---------- Stephen Ward Title: Chief Financial Officer STATE OF _ _ _ _ _ __ ) ): ss COUNTY OF _ _ _ _ _ __ ) On this, the day of _ _ _ _ _, 2022, before me, a Notary Public in and for the State and County aforesaid, personally appeared_ _ _ _ _ _ _ , who is known to me or whose identity was proven on the basis of satisfactory evidence and who acknowledged himself to be the _ _ _ _ _ _ _ _ _ _ of Pratt (Henderson Corrugating), LLC, a Delaware limited liability company, and that he as such officer, being authorized to do so, executed the foregoing instrument on behalf of such company for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. [Seal] Notary Public My Commission Expires: _ _ _ _ _ _ _ __ Notary ID: _ _ _ _ _ _ _ _ _ _ _ _ _ __ S-2 This instrument prepared by: Dawn Kelsey City Attorney City of Henderson, Kentucky 222 First Street Henderson, Kentucky 42419 Phone: (270) 831-1290 Email: dskelsey@cityofhendersonky.org S-3  Book 11 Page 163 ..... . , ' \\· 'I . ~\\\ \ f"On O~ICIAL lJGE om. V covmv COURT Cf..m'RK S'i'&RltP _,. ~', H,rd'H"£ "'"" \ \ !,11111111111111111111111 \\ \ \ 2022002123 ~~.~~~~~~~,~~-0,~J,,~~-; \~~~ 00 -----•ht\Sld cimc¼trilleslofffly~ Gl'ld ..W~kih~~h-.i:nloldl/lt ~.., ~11l11Wh~ ·1' '~ \\ BK: PL11 PG: 163-163 (111£..,. ~,,,'"1 1/ij2il-tii.ITTii ::i:h~~~J:r~~}~ OWNER'8 CERTFlOATION l'P,4&5,00ti55PP460intM~Oatd,c.tci.it;'1 _ .. ...., . . . . . . . . - , _ . . . . . . . . . . . ~M:a!thlttellft«1JlfOONIIOinlbllid\1pdie I ·1· ~\ -.onc1•~-m:wwlhebi::aohdtmlllllllltlb- Jd:ft . . lRl4ffi'aJI. ·'f:~-·~- I ,\ \ U.SA ...:,/.2L~<):;p~!H LOT 2A 71.795 AC. - Cl!RlFICATION I bntly '11111 Id h ~ ,-. b-tllk .,.,_ \\·~ 71.178 AC, OUTSIDE FLOOD AREA --~bym&,Rfll~dllllf~ .,...._a,!hahMilOl!bb'edi..,_...llaw ~~"";::::::-..;.a.or~ \\\\ ;;;;~.,,._,.y.,J.fJ,v =1:l=J:.:.~~ u.ts..r.;.enm.n. JR. Tt:STTIN>l COMMl88K»r8 Cl r \ LEGEND -~ SUm£'1'EOOOUl'O'R!'UNE tJ:,:~z,,k ,,;.10_..,,,.2_ PtJHROlll'lSQI ~·/ - - -- -- AO.;[)!Nlff(, UN£: """""""' 0 P!Nm0C,',p:s£T LOT 2B 0 FPUNOMOHUM£Hl' 126.019 AC. """"""""'°"'"""";;j 123.469 AC. OUTSIDE FLOOD AREA \\ ~ ~-- ® 2C i;:; \, & ",&'~ ""' ~ ,, ...... ,...,. /,------~~ ~ ~ ,.,"' \, ",,_---~ ,u.sosu<>!>PP•" ~ -.:.so~oswn, 5 ,t>' ~'""'gcg•~,<••\'- "'oo ,~'r."1!:,''' .Ji✓~·::____ _ _ i - - - - - re:-:--~--::.~-~-~ 1V ),.~,~.~= / ) ~I/" ( /. ( ( / \ \ - ~;,~ \ 1/11 ~ 7-- i: ,, J \ )~t.. L_,;_ ) < ,w'\,\'%!(,'"' " ~'f~ ~--~~~~ 7 ~ ✓:__\~";::f~~ 7)MPAACEI..SHO'/lt<HEREONIS/T'/l\f"NICS..f46-lft. 8)1liEl'OOPailY$00!ilMHER(OI-IJSSUllJ(CTTI)J.l.l.lEC,O,lWMTE'.N 9) N'ID~~,'tIDORl'OOHT--OF-wAY. ~:if?,~ A. 80UNDAAYSUl'M.'r CWPIJfS W11H ,00) ---- "~r1::;= 250 0 250 500 750 10)TI-lfSDIUO(~FtffntELOTSSHOWNmmEO:NAR£AS _, «: ---- lilillll!l i"' /f-,,-; ~'zs'"" fOIJ.llWS: Fl'IOWT-100·, MAA-0", SIOE-0'. 11)lHEPROPmYSHCWl'Htl£R£0NISZO!EDCffYw:t Ky FIHAL PLAT ORDERED BY: TOM WILLWAS LOTS 2A, 2B & 2C 270-827-54-47 ~®,. iJ, ~ ' u ' ~ ~ Branson Surveys, inc. (A DIVISION or REVISED PARCEL 2 or A.G. & MARY PRITCHETT SUBDIVISION - PlAT BOOK 11 PAGE 117) I ~~----- ------~---- H£HDrRSON COUNTY, K£NTUCK'f ~-~ ST. I Ha«IERSON. K'I'. SCAt.£: 1• - 200· 42420 OWG 1'WolE."PFAm PLAT: MAP 46 OPUS: #1_92:4_: p,t.CJ(ET: C3 RO 35 - --- DRAWING 'fl(:.DEB