HomeMy Public PortalAboutORD10651 BILL NO.
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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
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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
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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,
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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
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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.
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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
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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
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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
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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
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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.
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EXHIBIT H
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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.
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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
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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 .
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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.
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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 .
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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.
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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.
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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!
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EXHIBIT B
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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.
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