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HomeMy Public PortalAboutORD10651 BILL NO. t SPONSORED BY COUNCILMAN ORDINANCE NO, AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY TO EXECUTE A LEASE/LEASE BACK ;r AGREEMENT WITH CAPITOL WEST REDEVELOPMENT CORPORATION FOR THE HOTEL/CONVENTION CENTER PROJECT. BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1, The Mayor and City Clerk are hereby authorized to execute a lease/lease back agreement with Capitol West Redevelopment Corporation for the Hotel/Convention Center Project. Section 2. The contract shall be substantially the same in form and content as the lease/lease back attached hereto as Exhibit A. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval. Passed _ C� !'c / C Approved . Pr iding Off ' er ayor ATTEST: /lJ/fir-GGL �'-City Clerk qtr r, r 7: PARKING LEASE THIS PARKING LEASE ("Lease") is made and entered into as of the 23 day of June, 1986, by and between the City of Jefferson. ("Landlord") and Capitol Plaza Redevelop- ment Corporation, a Missouri urban redevelopment corpora- tion ("Tenant") . WITNESSETH: WHEREAS, Capitol Plaza Redevelopment Corporation ( "Owner") is the fee simple owner of certain property located in the City of Jefferson, State of Missouri, more particularly described on EXHIBIT A attached hereto and incorporated herein by reference (the "Premises") ; WHEREAS, pursuant to Ordinance 10651 adopted by the City Council of the City of Jefferson on May 19, 1986, and approved May 20, 1986, Landlord is authorized to lease the Premises from Owner fcr a terin of thirty (30) years at an annual rental of One Dollar ( "City Lease" ) and to lease the Premises to Tenant upon the terms and conditions herein contained; ARTICLE I PREMISES, USE AND TERM 1 . 1 Landlord, in consideration of the rent here- inafter reserved and agreed to be paid and the stipula- tions, agreements, covenants and conditions hereinafter set forth, hereby leases and demises to Tenant the Premises, together with any and all improvements, appurtenances, rights, privileges, easements and immunities appertaining thereto. 1 . 2 Tenant shall use the Premises for construc- Lion, operation and maintenance of a parking lot or any other lawful purpose whatsoever . 1 .3 The term of this Lease shall be thirty (30) years commencing June 43, 1986, and shall expire, unless sooner terminated as hereinafter provided, at midnight on June 2016. ARTICLE II WARRANTY OF TITLE AND QUIET ENJOYMENT 2 . 1 Landlord represents and warrants to and cove- nants with the Tenant that Landlord has a leasehold MIAMI interest in the Premises, free and clear of all liens, encumbrances, conditions or restrictions of title except for those items listed on EXHIBIT B hereto . 2 .2 Landlord covenants that the Tenant, upon paying the yearly rental hereunder specified and provided, and duly performing and observing the several covenants in this Lease agreed to be performed by the Tenant, shall have peaceable possession and quiet enjoyment of the Premises during the entire term hereof. ARTICLE III RENTAL - ADDITIONAL PAYMENTS 3 . 1 No rent shall be paid for the first five (5) Lease Years (as hereinafter defined) . Thereafter, Tenant covenants and agrees to pay to Landlord, as and for the rental of the Premises, an annual amount of Forty Five Thousand Fifty Mine and 77/100 Dollars ($45,059 . 77) payable in arrears on the last day of each Lease Year . Lease Year shall mean twelve (3.2) consecutive calendar months commencing June 2 , 1956 . 3 .2 Tenant shall pay all general real estate taxes, special assessments and levies assessed against the Premises, including the improvements located thereon from time to time, during the term of this Lease. Tenant shall pay all such taxes, assessments and levies before they shall become delinquent, except as otherwise provided in this Section 3 .2 . Owner shall promptly give Tenant notice of and furnish Tenant with a copy of any bills or notices of any taxes, assessments or levies which Owner receives . Tenant may elect to contest the validity or amount of any such tax, assessment or levy. If Tenant so elects, Tenant may defer payment of same (unless payment under protest shall be required to contest the validity or amount of any such tax assessment or levy, in which case Tenant shall make payment under protest of the required amount of such tax, assessment or levy) and thereafter shall take prompt action appropriate to contest the validity or amount of such tax, assessment or levy at its sole cost and expense, in its oxvm name or in the name of Owner; provided that Tenant shall hold Landlord and Owner harmless from all cost and expense arising from or related to Tenant ' s contest of the tax,, assessment or levy; and provided, further, that Tenant shall promptly pay any such tax, assessment or levy upon a final determination of the validity of or the amount of such tax, assessment or levy. Notwithstanding any other -2- provision of this Section 3 . 2, if the Lease term includes only part of a calendar year with respect to which a payment by Tenant is otherwise required under this Section 3 . 2, Tenant shall pay only that percentage of such payment for that year which the number of days in the Lease term during that calendar year is of the total number of days in the calendar year. ARTICLE IV INSURANCE 4 . 1 Tenant, at its own expense, shall at all times carry public liability insurance for the Premises in the amount and upon such terms and conditions as are acceptable to Owner, designating Landlord and Owner as additional insureds without cost to Landlord. Tenant shall furnish Landlord and Owner with certificates evidencing current public liability insurance coverage, which cer- tificates shall provide that such insurance shall not be cancellable without at least twenty (20) days prior written notice from the insuror to Landlord and 0vnier . In the event that Tenant shall fail to maintain such insurance coverage, Owner may pay for the cost of maintaining such insurance and Tenant shall promptly reimburse Owner for any insurance premiums paid by Landlord in connection there- with; provided, however , prior to expending any sums for such insurance coverage, Owner shall first give Tenant ten ( 10) days notice of its intention to purchase such insurance and Owner shall have no right to purchase such insurance or to seek reimbursement from Tenant if Tenant obtains such insurance coverage within said ten ( 10) day period. The obligation of Tenant to reimburse Owner for such advances shall be deemed additional rent for purposes of the forfeiture provisions of this Lease. 4 .2 Landlord shall not be liable to Tenant for any injury to person or damage to property of whatsoever kind or nature caused by water, rain, ice, snow, frost, fire, storm, accidents or any other conditions on the Premises . ARTICLE V IMPROVEMENTS - UTILITIES 5 . 1 Landlord agrees to pay to Tenant Three Hundred Thousand Dollars ($300 , 000) in cash or cash equivalent within thirty (30) days of the date of this Agreement . If Landlord fails to pay such amount to Tenant, -3- this Lease shall immediately terminate and Landlord shall have no right to the lir_uidated damages described in Section 12 .2 . Tenant agrees to construct a parking lot and related improvements on the Premises, which improvements shall be constructed or removed in a good and workmanlike manner and in accordance with applicable requirements of laws, statutes, ordinances and regulations of governmental authorities having jurisdiction with respect to the Premises . Tenant shall save Landlord and Owner harmless from and indemnify Landlord and Owner against all liens, claims and damages which may be asserted against Landlord, Owner or the Premises by reason of any demolition, removal , construction, reconstruction, additions, alterations or repairs undertaken. by Tenant; provided, that nothing herein contained shall be construed to make Tenant the agent of the Landlord or Owner for the purpose of binding the leasehold estate of 'Landlord or the fee estate of Owner for the payment of contractors , sub•--contractors, mechanics or materialmen' s liens under the present or any future lags of -the State of Missouri . Without the prior written consent of Owner , all. improvements made or erected on the Premises or any part thereof by the Tenant or persons claiming by, through or under the Tenant shall be furnished and erected solely on the credit of the Tenant and Tenant ' s interests in the leasehold term hereby created shall and shall not be binding upon the estate of Owner in the Premises . 5.2 Tenant, at its own cost and expense, shall maintain the Premises and improvements (unless removed) hereafter situated thereon in good condition and repair . 5 .3 Landlord shall have no responsibility to effect any repairs or replacements in connection with the Premises, all of which are Tenant ' s obligation as aforesaid. 5 . 4 Tenant shall keep the Premises and Landlord' s leasehold estate free and clear from all mechanics ' , materialmen' s and other liens (other than consensual liens created on Tenant ' s leasehold estate or otherwise approved by owner) for work or labor done, services performed, materials or appliances contributed, used or furnished in or about the Premises in, connection with any operations of Tenant , or any alteration, restoration, improvement, repairs or reconstruction which Tenant may make or any work or construction permitted by Tenant on or about the Premises . If Tenant desires -to contest any lien of the nature set forth in this Section 5 . 4 it shall notify Landlord of its intention to do so within thirty (30) days -4- after the recording of such a lien, and Tenant shall protect and indemnify Landlord and Owner against all loss, expense and damage resulting therefrom, and, if required by Owner, post with the escrow department of a reputable title insurance company an amount equal to the lien being contested or, at Tenant' s option, a bond from a surety company reasonably satisfactory to Owner or an irrevocable bank letter of credit in such amount . In such case, Tenant shall not be in default hereunder until thirty (30) days after the final determination of the validity thereof, within which time Tenant shall satisfy and discharge such lien to the extent held valid, and all. penalties, interest, and costs in connection thereof; but the satisfaction and discharge of any such lien shall not, in any case, be delayed until execution is had on any judgment rendered thereon. 5 . 5 At the expiration or other termination (by forfeiture or otherwise) of this Lease, Tenant shall have the absolute right at its sole option to surrender the Premises with or without any improvements located thereon, whether or not constructed during the term of this Lease and regardless of the nature of such improvements, and if Tenant elects to surrender the Premises without any improvements or any part of the improvements , Tenant shall be entitled, but not obligated to remove all or any part of the improvements located on the Premises; provided, if Tenant elects to remove such improvements Tenant shall do so at its own cost and without cost to Landlord and shall restore the Premises substantially to its condition at the commencement of this Lease. 5 . 6 Tenant shall be responsible for all costs of utilities services consumed or furnished in connection with Tenant' s use and occupancy of the Premises . ARTICLE VI COMPLIANCE WITH LAWS 6 . 1 Tenant covenants that it will comply with all laws, statutes, ordinances and regulations applicable to the Premises relating to use or occupancy thereof or to the making of repairs or alterations thereto, and will indemnify and hold Landlord and Owner harmless from any liability or expense as lessee axed owner of the Premises, respectively, with respect thereto including all reasonable costs, including reasonable attorney' s fees, that Landlord or Owner may have or incur in connection therewith. -5- ARTICLE VII CONDEMNATION 7 . 1 If, as a result of condemnation, the entire Premises and all interests therein shall be taken, then ( i) this Lease shall terminate as a result of the taking on the date of vesting of title in the condemnor; (ii) the payments provided for in Article III hereof shall be apportioned as of such date of termination; and ( iii) Tenant shall pay Landlord the rent provided for in Article III hereof for the current Lease Year and liquidated damages as provided in Section 12 .2 . All income, awards or interest derived from any such taking shall belong to and be the property of Owner . 7 .2 If less than the entire Premises shall be taken as a result of any condemnation, and the portion of the Premises remaining after said taking shall be insuffi- cient for the reasonable needs of Tenant, then (i) this Lease shall terminate as a result of the taking upon vesting of title in the condemnor; ( ii) the payments provided for in Article III hereof shall be apportioned as of the date of such 'termination; and (iii) Tenant shall pay Landlord the rent provided for in Article III hereof for the current Lease Year and liquidated damages as !:,:ovided in Section 12 .2 hereof . All income, awards or in-,serest derived from any such taking shall belong to and be the property of Owner . 7.3 If a part of the Premises is taken in condem- nation, and this Lease is not terminated pursuant to the provisions of Section 7 . 2, then this Lease shall terminate as a result of the taking as to the portion of the Premises so taken upon vesting of title in the condemnor . This Lease shall remain in full force and effect as to the portion of the Premises not taken. There shall be no reduction in -the rent and payments provided for in Sections 3 . 1 and 3 . 2 hereof and no payment of liquidated damages pursuant to Section 12 .2 . All income, awards or interest derived from any such taking shall belong to and be the property of Owner . ARTICLE VIII SUBLEASING - ASSIGNPIENT 8 . 1 Tenant may assign this Lease or sublet the Premises or any part thereof for the uses permitted by this Lease and may place one or more mortgages or deeds of trust -6- nigh on the leasehold as security for loans to finance or main- tain the improvements to be constructed by Tenant or otherwise. 8. 2 Tenant shall give Landlord and Owner written notice of any assignment or subletting, at the time of or before the assignment or subletting, stating the name and address of the assignee or sublessee. Upon request Tenant shall provide to Landlord and Owner such other reasonable information known to Tenant regarding the assignee or sublessee as shall be reasonably requested by Owner . No assignment or subletting will terminate Tenant' s respon- sibility under this Lease; provided, however , no subtenant or assignee shall have any responsibility under this Lease after such subtenant or assignee shall have further assigned or sublet this Lease. or the Premises . ARTICLE IX DEFAULT 9 . 1 If Tenant shall default in the payment of rent reserved, taxes , assessments or insurance premiums, or breach any other covenant or agreement of this Lease, and if Tenant or any leasehold mortgagee for Tenant shall fail to cure any such default or breach within (a) fifteen ( 15) days after notice of any such nonpayment given by Landlord to Tenant (and the holder of any leasehold mortgage or deed of trust who shall have theretofore given notice to Landlord of the address to which such notice shall be given) in the case of nonpayment of rent reserved; or (b) thirty (30) days after notice of such breach given by Landlord to Tenant (and the holder of any leasehold mortgage or deed of trust who shall have theretofore given notice to Landlord of the address to which such notice shall be given) in they case of breach of any other covenant or agreement of this Lease and if such breach cannot be cured within the thirty (30) day notice period, then if Tenant or any leasehold mortgagee for Tenant shall fail to commence action to cure the default or breach within the thirty (30) day notice period or fail to commence and fail to prose- cute such action diligently, then, in any such event the Landlord may terminate this -7- Lease. In the event of termination pursuant hereto, Tenant shall pay Landlord liquidated damages as provided in Section 12.2 hereof, which shall be Landlord' s sole remedy at law or in equity for Tenant ' s default hereunder . ARTICLE X REMEDIES 10. 1 All of the remedies provided for herein are cumulative, and given without impairing any of the rights or remedies of Landlord. 10 .2 The failure of either party to insist upon a strict performance of any of the terms, conditions and covenants herein, shall not be deemed a waiver of any rights or remedies that it may have, and shall not be deemed a waiver of any subsequent breach or default in the terms, conditions and covenants herein contained. ARTICLE XI NOTICE 11 . 1 All notices and all rent and other payments required under the terms of this Lease shall be made in writing and personally delivered or deposited in the U.S. mails, as registered or certified matter, to the following address, return receipt requested: (a) in the case of Tenant. to: Capitol Plaza Redevelopment Corporation John Q. Hammons Building 300 Sherman Parkway Springfield, Missouri 65807 Attention: Mr. John Q. Hammons (b) in the case of Landlord to: Mayor of the City of Jefferson 320 E. McCarty Jefferson City, Missouri 65102 Attention: City Administrator or to such other address of which Tenant or Landlord shall give written notice to the other as provided in this Section 11. 1 . 11 . 2 ADD such notice or payment, unless otherwise provided herein, shall be deemed to be given on the date same is personally delivered or deposited in the United States mail , as registered or certified matter, postage prepaid. ARTICLE XII TERMINATION 12 . 1 Tenant may terminate this Lease at the end of any Lease Year after at least sixty (60) days ' prior written notice to landlord. 12 .2 Upon termination of this Lease prior to June 1 , 2016, pursuant to Sections 7 . 1 , 7 .2, 9 . 1 or 12 . 1, Tenant shall pay to Landlord as liquidated damages an amount determined by establishing from reputable tables, the present worth of $1 . 00 per period at 9 3/4o for the remaining number of Lease Years of this Lease multiplied by the annual rent of $45, 059 . 77 . 12 .3 Any termination of this Lease shall simultaneously terminate the City Lease between Owner and Landlord. ARTICLE XIII MISCELLANEOUS 13 . 1 All of the terms and conditions of this Lease shall bind and shall inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns, unless otherwise specifically pro- vided herein. 13 . 2 This Lease may be modified, amended. or sur- rendered only by an instrument in writing duly executed by the Landlord and Tenant . 2.3 .3 The titles of the Articles of this Lease are for convenience only and shall not be considered as part of the Lease for purposes of construction of the terms and conditions hereof . 13 . 4 Promptly on request of Tenant, Landlord shall from time to time execute estoppel certificates stating that this Lease is then in full force and effect, that rent has been paid through the date of the certificate and the Landlord knows of no default by Tenant hereunder, or if any -9- s of such facts are 'not true, then stating specifically in what respect they are not true. 13 . 5 This Lease is subject and subordinate to any mortgage or deed of trust or trust indenture ( "mortgage") which may now or hereafter be granted by Owner affecting the Premises and to any and all advances made under any such mortgage and to the interest thereon, and all renewals, replacements and extensions thereof. This Section shall be self-operative and no further instrument or subordination shall be required. IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written. Landlord: CITY OF JEFFERSON 1 s? � Tit a Tenant: CAPITOL, PLAZA REDEVELOPMENT CORPORATION Title: President STATE OF MISSOURI ) )ss. COUNTY OF GREENE ) On this 18th day of June, 1986, before me personally FQ• Hammons appeared to me personally known, who, being by me duly sworn, did say that he is the President of CAPITOL PLAZA REDEVELOPMENT CORPORATION, an urban redevelopment corporation organized -10- n' under the laws of the State of M4,ssouri, that the seal affixed to this instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Hoard of Directors; and said John 0. Hammons acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and S ate aforesaid, the day and year first above written. Notary _ic My term expires: October 26 , 1988. '� ,nil P.CSr t; NOTARY PUBLIC STf E CP RISSCURI VEELC CO. NY CBHFIISSICH EXP, OCT 26,1988 STATE OF MISSOURI ) ISSUED THRU IIIS50URI NOTARY ASSOC. )s s . COUNTY OF— On this ay f June, 1986, before me appeared ge 'e , to me personally known, who, being W me duly sworn did say that he is the_Ala of the CITY OF JEFFERSON, and that said instrument /was signed on behalf of the City by authority of the City Council; and said 1Y acknowledged said instrument to be the fie6 act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. No ry Public SMA I REED My term expires: NOTARY PUBLIC STATE Of NISSMI COLE CO. / NY CONNISSION EKPIRES APO 21,1966 �+-- --�— — ISSUED THRU,NISSOUNI NOTARY AS=. A. -11- EXHIBIT H :i. fri "rh i All easements, conditions, and restrictions shown on the commitment for title insurance issued by Stewart Title Guaranty Company dated March 7, 1986, as Commitment No. C9912- ';';, 121277 as modified and amended by letter agreement dated June .23, 1986. t :rF L1�x'4�rt::ti' t CITY LEASE THIS CITY LEASE ("Lease") is made and entered into as of the 23 day of June, 1986, by and between Capitol Plaza Redevelopment Corporation, a Missouri urban redevel- opment corporation ( "Landlord" ) , and the City of Jefferson ("Tenant") . WITNESSETH: WHEREAS, Landlord is the fee simple owner of certain property located in the City of Jefferson, State of Missouri, more particularly described on E)GIISIT A attached hereto and incorporated herein by reference (the "Prem- ises") ; WHEREAS, pursuant to Ordinance 10651 adopted by the City Council of the City of Jefferson on May 19, 1986, and approved May 20, 1986, Tenant is authorized to lease the Premises from Landlord upon the terms and conditions herein contained and to lease the Premises back to Landlord upon the terms and conditions contained a certain lease agreement executed immediately after the execution of this Lease (the "Parking Lease") . ARTICLE I PREMISES, USE AND TERM 1 . 1 Landlord, in consideration of the rent here- inafter reserved and agreed to be paid and the stipula- tions, agreements, covenants and conditions hereinafter set forth, hereby leases and demises to Tenant the Premises, together with any and all improvements, appurtenances, rights, privileges, easements and immunities appertaining thereto, in accordance with the terms and conditions hereof . 1 .2 Tenant ' s use of the Premises shall be to lease the Premises pursuant to the Parking Lease for con- struction, operation and maintenance of a parking lot or any other lawful purpose whatsoever all as provided in the Parking Lease. 1 .3 The term of this Lease shall be thirty (30) years, commencing June z3 , 1986, and shall expire, unless sooner terminated as hereinafter provided, at midnight on June 22" 2016. ARTICLE II WARRANTY OF TITLE AND QUIET ENJOYMENT 2 . 1 Landlord represents and warrants to and covenants with the Tenant that Landlord has a fee simple interest in the Premises, free and clear of all liens, encumbrances, conditions or restrictions of title except for those items listed on EXHIBIT B hereto. 2 .2 Landlord covenants that the Tenant, upon paying the yearly rental hereunder specified and provided, and duly performing and observing the several covenants in this Lease agreed to be performed by the Tenant, shall have peaceable possession and quiet enjoyment of the Premises during the entire term hereof. ARTICLE III RENTAL - ADDITIONAL PAYMENTS 3 . 1 Tenant covenants and agrees to pay to Land- lord, as and for the rental of the Premises, an annual amount of One Dollar ($1 . 00) payable in arrears on the last day of each Lease Year . Lease Year shall mean twelve ( 12) consecutive calendar months commencing June ., 1956 . 3 .2 Tenant shall cause they tenant under the Parking Lease to pay all general real estate taxes, special assessments and levies assessed against the Premises, including the improvements located thereon from time to time, during the term of this Lease. Landlord shall promptly give the tenant under the Parking Lease a copy of any bills or notices of any taxes, assessments or levies which Landlord receives . Tenant shall permit its tenant under the Parking Lease to elect to contest the validity or amount of any such tax, assessment or levy under the terms and conditions contained in the Parking Lease. ARTICLE IV INSURANCE 4 . 1 Tenant shall require the tenant under the Parking Lease to at all times carry public liability insur- ance for the Premises in the amount and upon such terms and conditions as are acceptable to Landlord, designating Landlord as an additional insured without cost to Land- lord. Tenant shall require the tenant under the Parking Lease to furnish Landlord with certificates evidencing current public liability insurance coverage, which -2- certificates shall provide that such insurance shall not be cancellable without at least twenty (20) days prior written notice from the insuror to Landlord. In the event that the tenant under the Parking Lease shall fail to maintain such insurance coverage, Landlord may pay for the cost of main- taining such. insurance and the tenant under the Parking Lease shall promptly reimburse Landlord for any insurance premiums paid by Landlord in connection therewith; provided, however, prior to expending any sums for such insurance coverage, Landlord shall first give the tenant under the Parking Lease ten (10) days' notice of its intention to purchase such insurance and Landlord shall have no right to purchase such insurance or to seek reimbursement from the tenant under the Parking Lease if the tenant under the Parking Lease obtains such insurance coverage within said ten (10) day period. 4 . 2 Landlord shall not be liable to Tenant for any injury to person or damage to property of whatsoever kind or nature caused by water, rain, ice, snow, frost, fire, storm, accidents or any other conditions on the Premises. ARTICLE V IMPROVEMENTS -- UTILITIES 5 . 1 Tenant shall permit its tenant under the Parking Lease during the term of this Lease to construct a parking lot and related improvements on the Premises . Nothing herein contained shall be construed to make Tenant the agent of the Landlord for the purpose of binding the fee estate of Landlord for the payment of contractors, sub-contractors, mechanics or materialmen' s liens under the present or any future laws of the State of Missouri . 5 .2 Tenant shall require its tenant under the Parking Lease to maintain the Premises and improvements (unless removed) hereafter situated thereon in good condi- tion and repair . 5 .3 Landlord shall have no responsibility to effect any repairs or replacements in connection with the Premises, all of which are the obligation as aforesaid of the tenant under the Parking Lease. 5. 4 The tenant under the Parking Lease shall be responsible for all costs of utilities services consumed or furnished in connection with such tenant ' s use and occu- pancy of the Premises . -3- ARTICLE VI COMPLIANCE WITH LAWS 6. 1 Tenant shall cause its tenant under the Parking Lease to comply with all laws, statutes, ordinances and regulations applicable to the Premises relating to use or occupancy thereof or to the making of repairs or altera- tions thereto, and will cause such tenant to indemnify and hold Tenant and Landlord harmless from any liability or expense as owner and lessee, respectively, of the Premises with respect thereto including all reasonable costs, in- cluding reasonable attorney' s fees, that Landlord and Tenant may have or incur in connection therewith. ARTICLE VII CONDEMNATION 7 . 1 If, as a result of condemnation, the entire Premises and all interests therein shall be taken, this Lease shall terminate as a result of the taking on the date of vesting of title in the condemnor pursuant to such condemnation. All income, awards or interest derived from any such taking shall belong to and be the property of Landlord. 7 .2 If less than the entire Premises shall be taken as a result of any condemnation, and the portion of the Premises remaining after said taking shall be insuffi- cient for the reasonable needs of the tenant under the Parking Lease, then this Lease shall terminate as a result of the taking upon vesting of title in the condemnor . All income, awards or interest derived from any such taking shall belong to and be the property of Landlord. 7 .3 If a part of the Premises is taken in condem-- nation, and this Lease is not terminated pursuant to the provisions of Section 7 .2, then this Lease shall terminate as a result of the taking as to the portion of the Premises so taken upon vesting of title in the condemnor, This Lease shall remain in full force and effect as to the portion of the Premises not taken. All income, awards or interest derived from any such taking shall belong to and be the property of Landlord. -4- f ARTICLE VIII SUBLEASING - ASSIGNMENT 8 . 1 Tenant is subletting the entire Premises pursuant to the Parking Lease. Tenant shall permit the tenant under the Parking Lease to assign the Parking Lease or sublet the Premises or any part thereof for the uses permitted by this Lease and shall permit the tenant under :7 the Parking Lease to place one or more mortgages or deeds of trust on such tenant ' s leasehold as security for loans to finance or maintain the improvements to be constructed by the tenant under the Parking Lease or otherwise. Tenant, however, shall not mortgage or assign this Lease or its leasehold estate. ARTICLE IX DEFAULT 9 . 1 I£ Tenant shall default in the payment of rent reserved, taxes, assessments or insurance premiums, or breach any other covenant or agreement of this Lease, and if Tenant shall .fail to cure any such default or breach within (a) fifteen ( 15) days after notice of any such nonpayment given by Landlord to Tenant in the case of nonpayment of rent reserved; or (b) thirty (30) days after notice of such breach given by Landlord to Tenant in the case of breach of any other covenant or agreement of this Lease and if such breach cannot be cured within the thirty (30) day notice period, then if Tenant shall fail to commence action to cure the default or breach within the thirty (30) day notice period or fail to commence and fail to prosecute such action diligently, then, in any such event the Landlord may terminate this Lease, and with or without process of law, expel and remove Tenant, or any other person or persons in occupancy from the Premises, together with their goods and chattels, using such force as may be necessary in the judgment of Landlord or its agents in so doing, and repossess the Premises . -5- ARTICLE X REMEDIES 10 . 1 All of the remedies provided for herein are cumulative, and given without impairing any of the rights or remedies of Landlord. 10 .2 The failure of either party to insist upon a strict performance of any of the terms, conditions and covenants herein, shall not be deemed a waiver of any rights or remedies that it may have, and shall not be deemed a waiver of any subsequent breach or default in the terms, c.:jnditions and covenants herein contained. ARTICLE XI NOTICE ll. I .All notices and all rent and other payments required under the terms of this Lease shall be made in writing and personally delivered or deposited in the U.S. mails, as registered or certified matter, to the following address, return receipt requested: (a) in the case of Landlord to: Capitol Plaza Redevelopment Corporation John Q. Hammons Building 300 Sherman Parkway Springfield, Missouri 65807 Attention: Mr . John Q. Hammons (b) in the case of Tenant to: Mayor of the City of Jefferson 320 E. McCarty Jefferson City, Missouri 65102 Attention: City Administrator or to such other address of which Tenant or Landlord shall give written notice to the other as provided in this Section 11 . 1 . 11 .2 Any such notice or payment, unless otherwise provided herein, shall be deemed to be given on the date same is personally delivered or deposited in the United States mail, as registered or certified matter, postage prepaid. -6- J.t. hl n Z4. IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written. Landlord: CAPITOL PLAZA REDEVELOPMENT CORPORATION Titl President -- --- Tenant : CITY OF JEFFERSON By: Aft Title: .. U STATE OF MISSOURI ) GREENE )ss . COUNTY OF ) On this 18th day of June, 1986, before me personally appeared John Q. Hammons to me personally known, who, being by me duly sworn, did say that he is the President of CAPITOL PLAZA REDEVELOPMENT CORPORATION, an urban redevelopment corporation organized under the laws of the State of Missouri, that the seal affixed to this instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said .john Q. Hammons acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary ublic kt= My term expires : _._.. JAM ROCi?I'!S °. October 26, 1.988. NOTARY PUBLIC STArlc' OF' iilSSv"URT ' GREEKE Co. $ NY COMMISSION EXP. OCT 29,74t'8 ISSUED THP,U MISSOURI NOTARY ASSOC. pf; t STATE OF MISSOURI ) )Ss. COUNTY OFZ Z!cz ) Oi'1 this av of June, 1986, before me appeared _ 'o 1- to me personally known, who, being y me duly sworn did say that he is the A a IA� of the CITY OF JEFFERSON, and that said instrument was signed on behalf of the City by authority of the City Council; and said va y- acknowledged said instrument to be the fr a act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. V ot a y Public My term expires : SARDRA I REED NOTARY PHBLIC STATE Of MIS901iRI COLE CO. pY tOgNlSSIOq EXPIRES APR 21,1488 ISSUED 1HRU NISWURI NOTARY ASSOC. t! -9- i EXHIBIT B fir?" All easements, conditions, and restrictions shown on the commitment for title insurance :issued by Stewart Title Guaranty Company dated March 7, 1986, as Commitment No. C9912- °' 121277 as modified and amended by letter agreement dated June 23, 1986. wry; sr pf ' S{,,ryCtyii;.