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HomeMy Public PortalAboutORD11167 BILL NO. 88-149 SPONSORED BY COUNCILMAN HALSEY ORDINANCE NO. /1/ 67 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO ENTER INTO AN AMENDED AGREEMENT WITH DELONG'S, INC. , IN CONJUNCTION WITH A MISSOURI DEVELOPMENT ACTION GRANT. WHEREAS, by Ordinance 10771 the Mayor and City Clerk were authorized to enter into an agreement with DeLong's Inc. , and the State of Missouri for a Missouri Development Action Grant (MODAG) ; and WHEREAS, the Mayor and City Clerk did enter into such an agreement with DeLong's Inc. , for a sum of $285,000.00; and WHEREAS, the scope and cost of the project were altered during the construction phase in such a manner to reduce the scope and the cost; and WHEREAS, the parties have agreed it is in their best interest to enter into a new agreement and promissory note reflecting the sums actually expended; and NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk of the City of Jefferson, Missouri, are hereby authorized to enter into an amended agreement with DeLong's Inc. , in conjunction with the Missouri Development Action Grant (MoDAG) for a sum of $185,935.58. Section 2 . The amended agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 3 . The Promissory Note dated November 21, 1986, shall be cancelled upon receipt of a duly executed new Promissory Note in the amount of $185,935.58, substantially the same in form and content as set out in Exhibit B. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed c>i 2 Approved VPUs-id fficer or ATTEST: city Clerk ® - AMENDED AGREEMENT EXHIBIT "A" THIS AGREEMENT, entered into this 1st day of February, 1989, by and between the CITY OF JEFFERSON, MISSOURI, hereinafter referred to as "CITY" and DELONG'S, INC. , a Missouri Corporation, hereinafter referred to as "COMPANY" . WITNESSETH: WHEREAS, by Ordinance 10771 the Mayor and City Clerk were authorized to enter into an agreement with DeLong's Inc. , and the State of Missouri for a Missouri Development Action Grant (MODAG) ; and WHEREAS, the Mayor and City Clerk did enter into such an agreement with DeLong's Inc. , for a sum of $285, 000. 00; and ® WHEREAS, the scope and cost of the project were altered during the construction phase in such a manner to reduce the scope and the cost; and WHEREAS, the parties have agreed it is in their best interest to enter into a new agreement and promissory note reflecting the sums actually expended; and WHEREAS, the CITY has agreed to loan to the COMPANY the sum of ONE HUNDRED EIGHTY FIVE THOUSAND NINE HUNDRED THIRTY FIVE and 58/100 DOLLARS ($185,935. 58) , payable in ten (10) payments as evidenced by a Promissory Note which is attached hereto as Exhibit "B", through a Missouri Development Action Grant, hereinafter referred to as MoDAG, which it is receiving from the State of Missouri Division of Community and Economic Development which is funded totally or in part by the U. S. Government; and WHEREAS, the parties are desirous to enter into this amended agreement governing the use of these funds. THEREFORE, in consideration of the above premises and for other good and valuable consideration, it is hereby agreed as follows: 1. The CITY will loan to the COMPANY, upon. performance by COMPANY of all conditions, and receipt by the CITY of the funds from MODAG, the sum of ONE HUNDRED EIGHTY FIVE THOUSAND NINE HUNDRED THIRTY FIVE and 58/100 DOLLARS ($185,935.58) , with interest due per the Promissory Note which is attached hereto as Exhibit nBn 2. The following acts or omissions shall constitute default by the COMPANY which shall render the entire balance due and payable at the option of the CITY together with annual interest at a rate of ten percent (10%) from the date of default: (a) The COMPANY ceases operations at the facility prior to the expiration of the loan; (b) The COMPANY sells or refinances the loan; (c) The COMPANY fails to make any payment when due; or (d) The COMPANY violates or breaches this agreement. 3. This Agreement shall not be amended in any material respect without the prior written approval of the parties and the Division of Community and Economic Development. This Agreement shall be binding upon the parties, their heirs, successors and assigns. . 1 This Agreement entered into the day and year first above written. CITY OF JEFFERSON, MISSOURI w By. Mayor ATTEST: (S E A L) City Clerk DELONG'S, INC. By: __ President ATTEST: By: P (S E A L) EXHIBIT "B" • PROMISSORY NOTE Jefferson City, Missouri February 1, 1989 $185,935.58 FOR VALUE RECEIVED, the undersigned, jointly and severally promise to pay in lawful money of the United States of America to the order of THE CITY OF JEFFERSON, MISSOURI, at City Hall, Jefferson City, Missouri, the sum of ONE HUNDRED EIGHTY FIVE THOUSAND NINE HUNDRED THIRTY FIVE and 58/100 DOLLARS ($185,935. 58) . Principal is to be paid in ten (10) equal installments commencing February 15, 1989, and payable on the 15th day of February in each succeeding year, until the remaining balance of principal and interest accrued shall be paid in full. The terms of the loan agreement entered into between THE CITY OF JEFFERSON and DELONG'S, INC. , dated February 1, 1989, which is attached hereto as Exhibit "A", are incorporated by reference as if more fully set out herein. The following acts or omissions shall constitute default by the COMPANY which shall render the entire balance due and payable at the option of the CITY together with annual interest at a rate of ten percent (10%) from the date of default: (a) The COMPANY ceases operations at the facility prior to the expiration of the loan; (b) The COMPANY sells or refinances the loan; (c) The COMPANY fails to make any payment when due; or • ® (d) The COMPANY violates or breaches this Promissory Note or any provisions of the Agreement attached hereto as Exhibit A. Failure of the CITY to declare a default shall not constitute a waiver of the right to declare it at any other time. Failure to make any payment when due shall, at the option of the holder of the note, render the entire balance of the note due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise it at any other time. The makers, sureties, guarantors and endorsers of this note, jointly and severally, hereby waive notice of and consent to any and all extensions of this note or any part thereof without notice, and each hereby waives demand, presentment for payment, notice of non-payment and protest, and any and all notice of whatever kind or nature and the execution of legal remedies hereon, and waive valuation, exemption and homestead rights, and agree to pay a reasonable attorneys fee, which may be incurred in collecting or securing said note after its maturity. This Note and the Agreement attached as Exhibit "A" supercede and cancel a prior note and agreement between the parties dated November 21, 1986. DELONG'S, INC. . .2 President ATTEST: By: o-�