HomeMy WebLinkAboutORD.2699.03-20-2000BILL NO. 2000-68
ORDINANCE NO. / TL
ORDINANCE AUTHORIZING THE CITY OF CAPE
GIRARDEAU, MISSOURI TO LEASE CERTAIN REAL ESTATE
OWNED BY THE CITY AND THE IMPROVEMENTS LOCATED
THEREON; AND AUTHORIZING AND APPROVING A LEASE
PURCHASE AGREEMENT AND OTHER ACTIONS IN
CONNECTION WITH THE FINANCING OF THE ACQUISITION
OF SAID REAL ESTATE.
WHEREAS, the City is a home rule charter city and a political subdivision duly organized and
existing under the laws of the State of Missouri; and
WHEREAS, the City owns fee simple title to the real estate described in Exhibit A hereto and the
existing improvements thereon (the "Site") and desires to finance the costs of acquiring said Site; and
WHEREAS, the City finds and determines that it is desirable that the City authorize and approve
(i) the lease of the Site by the City to the lessee named therein (the "Bank"), as described in the hereinafter
approved Site Lease; and (ii) the lease of the Site by the Bank to the City pursuant to a Lease Purchase
Agreement (defined herein) to finance the costs of acquiring the Site in consideration of rental payments
by the City; and
WHEREAS, the City further finds and determines that it is desirable that the City enter into
certain documents, and that the City take certain other actions and approve the execution of certain other
documents as herein provided.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS:
Section 1. Authorization of Documents. The City is hereby authorized to enter into the
following documents, in substantially the forms presented to and reviewed by the City Council at this
meeting and attached to this Ordinance (copies of which documents shall be filed in the records of the
City), with such changes therein as shall be approved by the officials of the City executing such
documents, such officials' signatures thereon being conclusive evidence of their approval thereof:
(a) Site Lease (the "Site Lease") between the City and the Bank, under which the City
will lease to the Bank the Site (a copy of which is attached hereto as Exhibit B).
(b) Lease Purchase Agreement (the "Lease Agreement") between the Bank and the
City, under which the Bank will finance the acquisition of the Site and will lease the Site to the
City upon the terms and conditions as set forth in said Lease Agreement (attached hereto as
Exhibit C).
Section 2. Limited Obligations. Neither the Lease Agreement nor the rental payments shall
constitute a debt of the City, and neither the Lease Agreement nor the rental payments shall constitute an
indebtedness within the meaning of any constitutional, statutory or charter debt limitation or restriction.
Section 3. Execution of Documents. The Mayor of the City, the City Clerk and other
appropriate officers of the City are hereby authorized and directed to execute, attest, acknowledge, deliver
and record, for and on behalf of and as the act and deed of the City, the Site Lease, the Lease Agreement
and such other documents, certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Ordinance.
Section 4. Further Authority. The officers, agents and employees of the City, including the
Mayor and the City Clerk, are authorized and directed to execute all documents and take such actions as
they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance,
and to carry out, comply with and perform the duties of the City with respect to the Site Lease and the
Lease Agreement, to make alterations, changes or additions in the foregoing agreements, statements,
instruments and other documents herein approved, authorized and confirmed which they may approve, and
the execution or taking of such action shall be conclusive evidence of such necessity or advisability.
Section 5. Designation of the Lease Agreement as a "Qualified Tax -Exempt Obligation."
The City hereby designates the Lease Agreement as a "qualified tax-exempt obligation" as defined in
Section 265(b)(3) of the Code. In addition, the City hereby represents that:
(1) the aggregate face amount of all tax-exempt obligations (other than private
activity bonds which are not "qualified 501(c)(3) bonds") which will be issued by the City (and all
subordinate entities thereof) during the calendar year in which the Lease Agreement is delivered is
not reasonably expected to exceed $10,000,000; and
(2) the City (including all subordinate entities thereof) will not issue an aggregate
principal amount of obligations designated by the City to be "qualified tax-exempt obligations"
during the calendar year in which the Lease Agreement is delivered, including the Lease
Agreement, in excess of $10,000,000, without first obtaining an opinion of Special Tax Counsel
that the designation of the Lease Agreement as a "qualified tax-exempt obligation" will not be
adversely affected.
The Mayor is hereby authorized to take such other action as may be necessary to make effective the
designation of this Section 5.
Section 6. Effective Date. This Ordinance shall take effect and be in full force ten days after its
passage by the City Council.
[Remainder of Page Intentionally Left Blank.]
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dePASSED AND APPROVED by the City Council of the City of Cape Girardeau, Missouri, this
day of March, 2000.
(SEAL)
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(qp-,o 4M44�� -
Mayo
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
The Site consists of the following -described real property and improvements located
thereon:
A PART OF OUT LOTNO. 61. OF UNITED STATES PRIVATE SURVEY NO. 2199.
TOWNSHIP 30 NORTH. RANGE 13 EAST OF THE FIFTH PRINCIPAL MERIDIAN.
CITY AND COUNTY OF CAPE GIRARDEAU. STATE OF MISSOURI. BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
Beginning at the northeast corner of a tract of land as recorded In
the land records of the County Recorder's Office in book no. 670 at
page no. 563. Tract 1: Thence along the north fine of sold tract.
N 82. 37' 04" W. 906.98 feet to the southeast corner of Tract 2 as
recorded in book no. 670 at page no. 563: Thence leaving the afore
said north line and along the east line of said Tract 2.
N 02. 06' 36" W. 466.22 feet to the northeast corner of said Tract
2. said point being on the southerly right of way of Corporate
Circle Drive and the beginning of a non -tangent curve concave to
the northwest having a central angle of 24. 55' 47" and a radius of
602.35 feet. from which point a radial line bears N 04. 37' 43" W.
Thence leaving the afore said east line of Tract 2 and along said
curve and right of way in a northeasterly direction. 262.08 feet:
Thence leaving said right of way. S 82° 37' 04" E. 737.27 feet to
a point on the west line of a tract of land as recorded in book no.
493 at page no. 515: Thence along said west line. S 060 22' 44" W.
567.65 feet to the point of beginning. containing 12.00 acres more
or less and subject to easemenis of record.
SITE LEASE
BETWEEN THE
CITY OF CAPE GIRARDEAU, MISSOURI,
As Site Lessor
I:`ti-17
U.S. BANCORP PIPER JAFFRAY INC.,
As Site Lessee
DATED AS OF MARCH 31, 2000
Section 1.1.
Section 1.2.
Section 2.1.
Section 2.2.
Section 3.1.
Section 3.2.
Section 3.3.
Section 3.4.
Section 3.5.
Section 3.6.
Section 3.7.
Section 4.1.
TABLE OF CONTENTS
Page
1
Recitals................................................................................................................................1
ARTICLE I
DEFINITIONS, RULES OF CONSTRUCTION
Definitions of Words and Terms......................................................................................... l
Rulesof Construction..........................................................................................................2
ARTICLE II
REPRESENTATIONS
Representationsof the City ................................................................................................. 3
Representationsof the Bank................................................................................................3
ARTICLE III
LEASE AND SUBLEASE OF THE SITE
Leaseof Site........................................................................................................................4
SiteLease Term...................................................................................................................4
QuietEnjoyment.................................................................................................................4
NoMerger........................................................................................................................... 4
Subleaseof the Site.............................................................................................................5
Assignments, Subleases and Mortgage...............................................................................5
TitleInsurance.....................................................................................................................5
ARTICLE IV
RENTAL PROVISIONS
Rent and Other Considerations...........................................................................................5
ARTICLE V
TERMINATION
Section5.1.
Termination.........................................................................................................................
5
Section5.2.
Default by the City ..............................................................................................................6
Section5.3.
Default by the Bank............................................................................................................6
t c
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1.
Amendments, Changes and Modifications..........................................................................6
Section6.2.
Notices................................................................................................................................6
Section 6.3.
Waiver of Personal Liability ...............................................................................................6
Section6.4.
Binding Effect.....................................................................................................................6
Section6.5.
Severability .........................................................................................................................7
Section 6.6.
Execution in Counterparts...................................................................................................7
Section 6.7.
Applicable Law ...................................................................................................................
Exhibit A - The Site
SITE LEASE
THIS SITE LEASE (the "Site Lease") dated as of March 31, 2000, by and between the CITY
OF CAPE GIRARDEAU, MISSOURI, a home rule charter city and a political subdivision organized
and existing under the laws of the State of Missouri, as Site Lessor (the "City"), and U.S. BANCORP
PIPER JAFFRAY INC., a corporation organized and existing under the laws of the State of Delaware,
as Site Lessee (the "Bank").
RECITALS
1. The City is a home rule charter city and a political subdivision duly organized and
existing under the laws of the State of Missouri with full lawful power and authority to enter into this Site
Lease.
2. The Bank is a corporation organized and existing under the laws of the State of Delaware
with full lawful power and authority to enter into this Site Lease.
3. The City owns fee simple title to the real estate described on Exhibit A attached hereto
and the existing improvements thereon (the "Site"), and desires to finance the costs of acquiring said Site.
4. The City desires to lease the Site to the Bank for the rental payments and upon the terms
and conditions herein set forth in order to provide for the financing thereof.
5. The Bank proposes to lease the Site to the City pursuant to a Lease Purchase Agreement
of even date herewith (the "Lease Agreement") to provide funds for the financing of the Site.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein set forth, the City and the Bank do hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS, RULES OF CONSTRUCTION
Section 1.1. Definitions of Words and Terms. In addition to words and terms defined
herein or the Lease Agreement, the following capitalized words and terms as used in this Site Lease shall
have the following meanings, unless some other meaning is plainly intended:
"Additional Payments" means the payments payable by the City pursuant to Section 5.2 of the
Lease Agreement.
"Bank" means U.S. Bancorp Piper Jaffray Inc., a Delaware corporation, and its successors and
assigns.
"City" means the City of Cape Girardeau, Missouri, a home rule charter city and a political
subdivision organized and existing under the constitution and laws of the State of Missouri.
"Lease Agreement" means the Lease Purchase Agreement of even date herewith between the
Bank and the City, as from time to time supplemented or amended in accordance with provisions of the
Lease Agreement.
"Permitted Encumbrances" means, with regard to the Site:
(a) liens for taxes and assessments not then delinquent;
(b) the Lease Agreement and this Site Lease;
(c) any financing statements filed to perfect security interests pursuant to this Site
Lease;
(d) utility, access and other easements and rights-of-way, restrictions, exceptions and
encumbrances that will not materially interfere with or impair the operations being conducted on
the Site or easements granted to the Bank;
(e) any mechanic's, laborer's, materialman's, supplier's or vendor's lien or rights in
respect thereof if payment is not yet due under the contract in question or if such lien is being
contested in accordance with Section 7.4 of the Lease Agreement;
(f) zoning laws and similar restrictions which would not materially impede the
development of the Site for commercial purposes; and
(g) such minor defects, irregularities, encumbrances, easements, mechanic's liens,
rights-of-way and clouds on title as normally exist with respect to properties similar in character
to the Site and as do not in the aggregate materially impair the property affected thereby for the
purpose for which it was acquired or is held by the Bank or the City.
"Rental Payments" means those payments required to be made by the City by Section 5.1 of the
Lease Agreement.
"Site" means the real estate described in Exhibit A to this Site Lease including the existing
improvements thereon, together with any additional improvements thereto.
"Site Lease" means this Site Lease, as from time to time amended or supplemented in
accordance with the provisions hereof.
"Site Lease Term" means the term of this Site Lease as specified in Section 3.2 hereof.
Section 1.2. Rules of Construction. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context shall
otherwise indicate, the words importing the singular number shall include the plural and vice versa, and
words importing person shall include firms, associations and corporations, including public bodies, as
well as natural persons. Accounting terns used herein and not otherwise specifically defined shall have
the meaning ascribed such terms by generally accepted accounting principles as from time to time in
effect. The table of contents hereto and the headings and captions herein are not a part of this document.
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ARTICLE II
REPRESENTATIONS
Section 2.1. Representations of the City. The City represents, warrants and covenants to the
Bank as follows:
(a) The City is a home rule charter city and a political subdivision duly created and
existing under and pursuant to the Constitution and laws of the State of Missouri.
(b) The City has full power and authority to enter into this Site Lease and the
transactions contemplated by this Site Lease and to carry out its obligations hereunder, and by
proper action has duly authorized the execution and delivery of this Site Lease by its duly
authorized officers.
(c) Neither the execution and delivery of this Site Lease, nor the fulfillment of or
compliance with the terms and conditions hereof, nor the consummation of the transactions
contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of
any restriction or any agreement or instrument to which the City is now a party or by which the
City is bound.
(d) The City owns good and merchantable fee simple title to the Site, free and clear
of any liens or encumbrances, except Permitted Encumbrances, and such real estate is exempt
from property and any other taxes levied by the State of Missouri or any political subdivision
thereof or by the City.
(e) The lease of the Site by the City to the Bank, as provided in this Site Lease, will
provide land on which the City intends (assuming the availability of funds therefor) to construct a
public works facility, thereby contributing to the general welfare and benefit of the City and its
residents, and will enhance and expand the use of public facilities owned by the City and as a
result thereof will serve all of the aforesaid purposes and is therefore necessary, desirable and in
the public interest.
(f) The Site is not subject to any dedication, easement, right of way, reservation,
covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere
with the commercial development thereof.
Section 2.2. Representations of the Bank. The Bank represents, warrants and covenants to
the City as follows:
(a) The Bank is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) The Bank has lawful power and authority to enter into this Site Lease and to
cant' out its obligations hereunder, and by proper corporate action has duly authorized the
execution and delivery of this Site Lease by its duly authorized officers.
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(c) The execution and delivery of this Site Lease and the consummation of the
transactions herein contemplated will not conflict with or constitute a breach of or default under
the Bank's articles of association or bylaws or any bond, debenture, note or other evidence of
indebtedness of the Bank, or any contract, agreement or lease to which the Bank is a party or by
which it is bound.
ARTICLE III
LEASE AND SUBLEASE OF THE SITE
Section 3.1. Lease of Site. The City hereby demises and leases the Site to the Bank and the
Bank hereby leases the Site from the City, subject to Permitted Encumbrances, on the terms and
conditions herein set forth.
Section 3.2. Site Lease Term. The term of this Site Lease shall commence as of the date of
the delivery hereof and shall end on March 1, 2050, unless such term is sooner terminated as hereinafter
provided.
Section 3.3. Quiet Enjoyment.
(a) Subject to the Lease Agreement, the Bank at all times during the term of this Site Lease
shall peaceably and quietly have and enjoy the Site, subject to Permitted Encumbrances. The Bank's sole
use of the Site shall be for leasing said Site to the City pursuant to the Lease Agreement; provided, that in
the event of default by the City under the Lease Agreement, the Bank may exercise the remedies provided
in the Lease Agreement.
(b) Under Missouri statutes, the City has the power to condemn property for its purposes, and
the City acknowledges that if the City condemned the Bank's interest in this Site Lease, such action could
adversely affect the security and payment of the Rental Payments.
(c) If the whole or any part of the Site is taken by eminent domain proceedings, the interest
of the Bank shall be recognized. The proceeds of said condemnation shall be applied as provided in
Article VIII of the Lease. The Bank and the City have reached an agreement on the terms of the
acquisition of the Site at the City's option, and to the use of the Site, all as set forth in the Lease. Any
acquisition of the Site or rights to their use by the City (whether pursuant to the exercise of eminent
domain powers or otherwise) shall be pursuant to and in accordance with the Lease, including payment of
Rental Payments and the applicable Option Purchase Price as set forth in the Lease. If the City allows the
Lease to expire without exercising its option to purchase (whether by failure to exercise its option to
extend the Lease for a Renewal Term, failure to exercise its option to purchase at the conclusion of the
maximum Lease Term or failure to cure an Event of Default under the Lease), that action shall constitute
an irrevocable determination by the City that the Site is not required by it for any public purpose for the
term of this Site Lease.
Section 3.4. No Merger. Subject to Section 5.1 hereof, no union of the interests of the City
and the Bank herein shall result in a merger of this Site Lease and the Lease Agreement or of this Site
Lease and the fee title to the Site.
Section 3.5. Sublease of the Site. Simultaneously with the delivery of this Site Lease, the
Bank is subleasing the Site to the City pursuant to the Lease Agreement, but subject to the reservation of
certain rights under this Site Lease.
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Section 3.6. Assignments, Subleases and Mortgage. The Bank may not mortgage or
otherwise assign its rights under this Site Lease or sublet the Site without the written consent of the City
except (a) the sublease of the Site pursuant to the Lease Agreement, (b) if the Lease Agreement is
terminated for any reason and this Site Lease is not otherwise terminated as provided herein, or (c) if an
Event of Default or an Event of Nonappropriation under the Lease Agreement has occurred.
Section 3.7. Title Insurance. The City shall concurrently with the execution of this Site
Lease obtain for the Bank an ALTA form leasehold policy of title insurance in the face amount of at least
$491,000 naming the Bank as an insured beneficiary of such policy and issued by a title company duly
authorized to issue the same and in a form acceptable to the Bank showing fee simple title to the Site in
the name of the City, subject to Permitted Encumbrances.
The Net Proceeds of such policy of title insurance shall be applied in accordance with the
provisions of the Lease Agreement.
ARTICLE IV
RENTAL PROVISIONS
Section 4.1. Rent and Other Considerations. As and for rental hereunder and in
consideration for the leasing of the Site to the Bank hereunder, the Bank shall:
(a) Simultaneously with the delivery of this Site Lease, enter into the Lease
Agreement; and
(b) Simultaneously with the delivery of this Site Lease, pay to the City the sum of
$491,000 to be used for acquiring the Site and paying cost related to the delivery of this Site
Lease and the Lease.
ARTICLE V
TERMINATION
Section 5.1. Termination. This Site Lease shall terminate upon the completion of the Site
Lease Term specified in Section 3.2 hereof; provided, however, if the City pays all Rental Payments and
Additional Payments required by the Lease Agreement, or exercises the option to purchase the remaining
Site Lease Term of the Bank hereunder and pays the then applicable Purchase Price as provided in the
Lease Agreement, then this Site Lease shall be considered assigned to the City and terminated through
merger of the leasehold interest with the fee interest if the City is the owner of the fee interest and elects
to terminate the leasehold interest so acquired from the Bank. The Bank agrees, upon such assignment
and termination of the Site Lease Term, to quit and surrender the Site as it then exists to the City free and
clear of encumbrances, except Permitted Encumbrances.
Section 5.2. Default by the City. If an Event of Default or an Event of Nonappropriation
under the Lease Agreement occurs for any reason, or if the City terminates the Lease Agreement and fails
to purchase the Bank's interest in the Site as provided in the Lease Agreement, the Bank, or its assignee,
shall have the right to possession thereof for the remainder of the Site Lease Term and shall have the right
to sublease the same or sell its interest therein and in this Site Lease upon whatever terms and conditions
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it deems prudent. If the Bank receives a payment for the sale of its interest or total rental payments for
subleasing that are, after the payment of the Bank's expenses in connection therewith, in excess of the
purchase price applicable at the time of termination or default plus interest thereon at the interest rate per
annum of 5.00%, then such excess shall be paid to the City by the Bank, its assigns or its sublessee.
Section 5.3. Default by the Bank. The City shall not have the right to exclude the Bank from
the Site or to take possession thereof (except pursuant to the Lease Agreement) or to terminate this Site
Lease prior to the termination of the Site Lease Term upon any default by the Bank hereunder; except that
if, upon exercise of the option to purchase the Bank's interest in the Site under the Lease Agreement
granted to the City in the Lease Agreement and after the payment of the purchase price specified therein
and the other sums payable under the Lease Agreement, the Bank fails to convey its interest therein to the
City pursuant to said option, then the City shall have the right to terminate this Site Lease, such
termination to be effective 30 days after delivery of written notice of such termination to the Bank.
However, in the event of any default by the Bank hereunder, the City may maintain an action for damages
or, if permitted in equity, for specific performance.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1. Amendments, Changes and Modifications. This Site Lease may be amended
or terminated only with the prior written consent of the parties hereto.
Section 6.2. Notices. Any notice, request, complaint, demand or other communication
required by this Site Lease to be given to or filed with the City or the Bank shall be in writing and shall be
given or filed in the manner and at the addresses specified in the Lease Agreement.
Section 6.3. Waiver of Personal Liability. All liabilities under this Site Lease on the part of
the Bank are corporate liabilities of the Bank, and, to the extent permitted by law, the City hereby releases
each and every incorporator, member, director and officer of the Bank of and from any personal or
individual liability under this Site Lease. No incorporator, member, director or officer of the Bank shall
at any time or under any circumstances be individually or personally liable under this Site Lease for
anything done or omitted to be done by the Bank hereunder.
Section 6.4. Binding Effect. This Site Lease shall inure to the benefit of and shall be binding
upon the City, the Bank and their respective successors and assigns.
Section 6.5. Severability. If any provision of this Site Lease is determined to be invalid or
unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby.
Section 6.6. Execution in Counterparts. This Site Lease may be executed simultaneously in
two or more counterparts, each of which shall be deemed to be an original and all of which together shall
constitute but one and the same instrument.
Section 6.7. Applicable Law. This Site Lease shall be governed by and construed in
accordance with the laws of the State of Missouri.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the City has caused this Site Lease to be executed in its name with
its seal hereto affixed and attested by its duly authorized officers, and the Bank has caused this Site Lease
to be executed in its name with its seal hereunto affixed and attested by its duly authorized officers, all as
of the date first above written.
(SEAL)
ATTEST:
Gayle L. Conrad, City Clerk
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CITY OF CAPE GIRARDEAU, MISSOURI,
As Site Lessor
A.M. Spradling, III, Mayor
U.S. BANCORP PIPER JAFFRAY INC.,
As Site Lessee
By:
Name
Title:
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Jack Dillingham
Managing Director
ACKNOWLEDGMENT
STATE OF MISSOURI
SS.
COUNTY OF CAPE GIRARDEAU
On this day of March, 2000, before me, the undersigned, a Notary Public, appeared A.M.
SPRADLING, III, to me personally known, who, being by me duly sworn, did say that he is the Mayor of
the CITY OF CAPE GIRARDEAU, MISSOURI, a home rule charter city and a political subdivision, and
that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument
was signed and sealed in behalf of said City by authority of its governing body, and said officer
acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed
of said City.
IN WrINESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and
year last above written.
My commission expires:
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Notary Public - State of Missouri
Commissioned in Cape Girardeau County
STATE OF MISSOURI
SS.
COUNTY OF JACKSON
On this day of March, 2000, before me, the undersigned, a Notary Public, appeared JACK
DILLINGHAM, to me personally known, who, being by me duly sworn, did say that he is the Managing
Director of U.S. BANCORP PIPER JAFFRAY INC., a Delaware corporation, and that said instrument
was signed on behalf of said corporation by authority of its Board of Directors, and said officer
acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and
year last above written.
My commission expires:
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Notary Public - State of Missouri
Commissioned in Jackson County
EXHIBIT A
THE SITE
The Site consists of the following -described real property and improvements located thereon:
LEASE PURCHASE AGREEMENT
Dated as of March 31, 2000
BETWEEN
U.S. BANCORP PIPER JAFFRAY INC.,
Lessor
AND THE
CITY OF CAPE GIRARDEAU, MISSOURI,
Lessee
TABLE OF CONTENTS
LEASE PURCHASE AGREEMENT
Recitals.....................................................
ARTICLE I
DEFINITIONS
H
Page
.................................................................... l
Section 1.1. Definitions of Words and Terms......................................................................................... l
Section 1.2. Rules of Interpretation.........................................................................................................4
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Bank............................................................................................... 5
Section 2.2. Representations by the City .................................................................................................6
ARTICLE III
GRANTING PROVISIONS
Section3.1. Lease of Site........................................................................................................................6
Section3.2. Lease Term.......................................................................................................................... 7
Section 3.3. Termination of the Lease Term........................................................................................... 8
Section 3.4. Possession and Use of the Site.............................................................................................8
Section 3.5. Right of Access to the Site...................................................................................................9
ARTICLE IV
PURCHASE AND CONSTRUCTION OF THE PROJECT
Section4.1. Payment for Site Costs.........................................................................................................9
Section 4.2. Machinery and Equipment Purchased by the City ...............................................................9
ARTICLE V
PAYMENT PROVISIONS
Section5.1. Rental Payments................................................................................................................10
Section 5.2. Additional Payments..........................................................................................................10
Section 5.3. Rental Payments to Constitute Current Expenses of City .................................................. l l
Section 5.4. Obligations Absolute and Unconditional........................................................................... i l
Section 5.5. Event of Nonappropriation................................................................................................12
(i)
ARTICLE VI
MAINTENANCE, TAXES AND INSURANCE
Section 6.1. Maintenance, Repairs and Utilities....................................................................................12
Section 6.2. Taxes, Assessments and Other Governmental Charges.....................................................13
Section 6.3. Public Liability Insurance..................................................................................................13
Section 6.4. Workers' Compensation Insurance....................................................................................14
Section 6.5. Blanket Insurance, Self -Insurance and Modifications.......................................................14
Section6.6. Advances...........................................................................................................................14
Section 6.7. Release and Indemnification Covenants............................................................................14
Section 6.8. Hazardous Materials..........................................................................................................15
ARTICLE VII
ADDITIONS, MODIFICATIONS AND IMPROVEMENTS TO THE SITE
Section 7.1. Improvements to the Site...................................................................................................16
Section 7.2. Permits and Authorizations................................................................................................16
Section 7.3. Mechanics' and Materialmen's Liens.................................................................................16
ARTICLE VIII
CONDEMNATION
Section 8.1. Condemnation or Deficiency of Title................................................................................17
ARTICLE IX
SPECIAL COVENANTS
Section 9.1. Disclaimer of Warranties...................................................................................................17
Section 9.2. Surrender of Possession.....................................................................................................17
Section 9.3. Granting of Easements.......................................................................................................18
Section 9.4. Authorized Bank and City Representatives.......................................................................18
Section 9.5. Maintenance of Tax Exemption.........................................................................................18
Section 9.6. City's Financial Reports; City to Take Further Action, etc.; Additional Covenants of the
Bank............................................................................................................................19
Section 9.7. Covenants of the City with Respect to Transfers...............................................................20
ARTICLE X
ASSIGNMENT AND SUBLEASING
Section 10.01. Assignment by the Bank.....................................................................................................20
Section 10.2. Assignment and Sublease by City ......................................................................................20
Section 10.3. Restrictions on Sale or Mortgage of the Site by the City...................................................20
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE SITE
Section 11.1. Option to Purchase the Site...............................................................................................21
Section 11.2. Conveyance of the Site...................................................................................................... 21
Section 11.3. Relative Position of Option............................................................................................... 21
Section l 1.4. Obligation to Purchase the Bank's Interest in the Site.......................................................22
ARTICLE XII
DEFAULT AND REMEDIES
Section12.1. Events of Default...............................................................................................................22
Section 12.2. Remedies on the Occurrence of an Event of Default or an Event of Nonappropriation ....22
Section12.3. No Remedy Exclusive.......................................................................................................23
Section 12.4. Attorneys' Fees and Expenses............................................................................................23
Section 12.5. Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws...................23
ARTICLE XIII
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 13.1. Amendments, Changes and Modifications........................................................................24
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section14.1. Notices...............................................................................................................................24
Section 14.2.
Bank Shall Not Unreasonably Withhold Consents and Approvals....................................24
Section 14.3.
Limited Liability of Bank..................................................................................................
24
Section14.4.
Net Lease...........................................................................................................................25
Section 14.5.
Payments Due on Holidays................................................................................................25
Section14.6.
Binding Effect...................................................................................................................25
Section14.7.
Severability ........................................................................................................................25
Section 14.8.
Execution in Counterparts.................................................................................................
25
Section14.9.
Governing Law..................................................................................................................25
LEASE PURCHASE AGREEMENT
THIS LEASE PURCHASE AGREEMENT, dated as of March 31, 2000 (the "Lease
Agreement"), between U.S. BANCORP PIPER JAFFRAY INC., a corporation organized and existing
under the laws of the State of Delaware (the "Bank"), and the CITY OF CAPE GIRARDEAU,
MISSOURI, a home rule charter city and political subdivision duly organized and existing under the laws
of the State of Missouri (the "City");
RECITALS
1. The City owns certain real estate described on Exhibit A hereto and the improvements
thereon (the "Site"), and the City is concurrently herewith conveying a leasehold interest in the Site to the
Bank pursuant to a Site Lease between the City and the Bank dated as of the date hereof, upon the terms
and conditions therein set forth.
2. The Bank and the City desire to execute this Lease Agreement to provide for (1) the
financing of the acquisition of the Site and (2) the lease of the Site by the Bank back to the City on an
annual basis in consideration of Rental Payments and upon the terms and conditions as herein provided.
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants
and agreements herein contained, the Bank and the City do hereby represent, covenant and agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined
elsewhere in this Lease Agreement and the Site Lease, capitalized words and terms as used in this Lease
Agreement shall have the following meanings:
"Additional Payments" means the payments payable by the City pursuant to Section 5.2 of this
Lease Agreement.
"Arbitrage Investment Provisions" means the provisions relating to the investment of funds
attached hereto as Exhibit B, as amended from time to time.
"Bank" means U.S. Bancorp Piper Jaffray Inc., a Delaware corporation, and its successors and
assigns when acting or serving in its capacity as Bank under the Lease Agreement.
"Bank Representative" means the President or any Vice President of the Bank, or such other
person at the time designated to act on behalf of the Bank as evidenced by a written certificate furnished to
the City containing the specimen signature of such person and signed on behalf of the Bank by its
President or Vice President. Such certificate may designate an alternate or alternates, each of whom shall
be entitled to perform all duties of the Bank Representative.
"Business Day" means a day of the year on which (a) banks located in Missouri are not required
or authorized to remain closed and (b) the New York Stock Exchange is not closed.
"City" means the City of Cape Girardeau, Missouri, a home rule charter city and political
subdivision duly organized and validly existing under the laws of the State of Missouri, and its successors
and assigns.
"City Representative" means the City Manager of the City, or such other person at the time
designated to act on behalf of the City as evidenced by a written certificate furnished to the Bank
containing the specimen signature of such person and signed on behalf of the City by the City Manager of
the City. Such certificate may designate an alternate or alternates, each of whom shall be entitled to
perform all duties of the City Representative.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations
promulgated or proposed thereunder.
"Commencement Date" is the date when the term of the Lease Agreement begins and the City's
obligation to pay rent accrues, which date shall be the date on which the Lease Agreement is delivered by
Bank and the City.
"Event of Default" means an Event of Default as described in Section 12.1 of this Lease
Agreement.
"Event of Nonappropriation" means a nonrenewal of the Lease Agreement by the City
determined by the failure of the City to appropriate and budget, or the election of the City not to so
appropriate and budget, on or before June 30 during the Original Term or any Renewal Term, moneys
sufficient to pay the Rental Payments and reasonably expected Additional Payments due and payable
during the next Renewal Term.
"Fiscal Year" means the twelve-month period used from time to time by the City for its financial
accounting purposes, such period currently extending from July 1 to the next succeeding June 30.
"Full Insurable Value" means the actual replacement cost of the property insured exclusive of
land, excavations, footings, foundations and parking lots, but in no event shall such value be less than the
principal component of the Rental Payments at the time Outstanding.
"Interest Component" means the Interest Component of Rental Payments as provided by
Section 5.1 hereof and as set forth on Exhibit C hereto.
"Lease Agreement" means this Lease Purchase Agreement between the Bank and the City, as
from time to time amended and supplemented in accordance with the provisions hereof.
"Lease Term" means the Original Term and all Renewal Terms.
"Net Proceeds" means the net proceeds derived from policies of insurance required by this Lease
Agreement or the Site Lease (including, but not limited to, any moneys derived from any self-insurance
program), or any condemnation award with respect to the Site, or from any reletting or sale of the Site,
remaining after payment of all expenses (including attorneys' fees and any extraordinary expenses of the
Bank) incurred in the collection of such proceeds or award from the gross proceeds thereof.
"Officer's Certificate" when used with respect to the City shall mean a certificate signed by the
City Representative or, when used with respect to the Bank, the Bank Representative.
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"Opinion of Special Counsel" shall mean an opinion in writing signed by Gilmore & Bell, P.C.,
or other legal counsel selected by the City and satisfactory to the Bank who shall be nationally recognized
as expert in matters pertaining to the validity of obligations of governmental issuers and the exemption
from Federal income taxation of interest on such obligations.
"Opinion of Counsel" shall mean an opinion in writing signed by legal counsel acceptable to the
Bank and, to the extent the City is asked to take action in reliance thereon, the City, who may be an
employee of or counsel to the Bank.
"Optional Payment Date" means any date upon which the City, pursuant to Section 11.1 hereof,
may elect to purchase the Site for the then applicable Option Purchase Price.
"Option Purchase Price" means the price as specified in Exhibit C attached hereto which the
City may elect to pay to the Bank to purchase the Bank's leasehold interest in the Site prior to the
scheduled payment of all Rental Payments, all as is more particularly specified in Exhibit C attached
hereto. In the event of a partial prepayment as provided herein, the Option Purchase Price is required to be
recalculated by the Bank and provided to and binding upon the City as more fully set forth in Section 5.1
hereof.
"Original Term" means the period from the Commencement Date until the end of the fiscal year
of the City in effect at the Commencement Date.
"Permitted Encumbrances" means, with respect to the Site as of any particular time,
(a) liens for taxes and assessments not then delinquent;
(b) this Lease Agreement and the Site Lease;
(c) any financing statements filed to perfect security interests pursuant to this Lease
Agreement;
(d) utility, access and other easements and rights-of-way, restrictions, exceptions and
encumbrances that will not materially interfere with or impair the operations being conducted at
the Site or easements granted to the Bank;
(e) any mechanic's, laborer's, materialman's, supplier's or vendor's lien or rights in
respect thereof if payment is not yet due under the contract in question or if such lien is being
contested in accordance with Section 7.4 of this Lease Agreement;
(f) zoning laws and similar restrictions which would not materially affect the
commercial development of the Site; and
(g) such minor defects, irregularities, encumbrances, easements, mechanic'sr,:;,
rights-of-way and clouds on title as normally exist with respect to properties similar in character to
the Site and as do not in the aggregate materially impair the property affected thereby for the
purpose for which it was acquired or is held by the Bank or the City.
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"Person" means one or more individuals, estates, joint ventures, joint-stock companies,
partnerships, corporations, limited liability companies, trusts or unincorporated organizations and one or
more governments or agencies or political subdivisions thereof.
"Prime Rate" means that rate of interest which has most recently been established by the Bank as
its prime rate, such Prime Rate to be adjusted on the effective date of any change thereof as announced
from time to time by the Bank; or if the Bank does not have a prime rate, then "Prime Rate" means the
prime rate reported in the "Money Rates" column or any successor column of The Wall Street Journal,
currently defined therein as the base rate on corporate loans posted by at least 75% of the nation's 30
largest banks.
"Principal Component" means the Principal Component of Rental Payments as provided for by
Section 5.1 hereof and as set forth on Exhibit C hereto.
"Renewal Term" means any optional renewal term of this Lease Agreement entered into after the
expiration of the Original Term or any Renewal Term in effect, each having a duration of one year and a
term co -extensive with the City's Fiscal Year, as provided for in Section 3.2 hereof.
"Rental Payment Date" means each March 1 and September 1 during the Lease Term, beginning
on September 1, 2000, and any other date on which any Rental Payments are payable pursuant to this
Lease Agreement.
"Rental Payments" means the rental payments payable by the City pursuant to Section 5.1
hereof during the Lease Term in consideration of the City's right to use the Site during the then current
portion of the Lease Term, consisting of a Principal Component and Interest Component in the amounts
shown on the Rental Payment Schedule set forth in Exhibit C hereto, as such Rental Payment Schedule
may be revised as provided in Section 5.1 of this Lease Agreement.
"Site" means the real estate described in Exhibit A attached hereto and the existing improvements
thereon, together with any additional improvements thereto.
"Site Lease" means the Site Lease, dated as of the date hereof, between the Bank and the City,
whereby the City, as lessor, rents, leases and lets the Site to the Bank, as lessee.
"Special Counsel" means Gilmore & Bell, P.C., or an attorney or firm of attorneys with a
nationally recognized standing in the field of municipal finance approved by the City.
Section 1.2. Rules of Interpretation.
(a) Words of the masculine gender are deemed and construed to include correlative words of
the feminine and neuter genders.
(b) Unless the context shall otherwise indicates, words importing the singular number include
the plural and vice versa, and words importing persons include firms, associations and corporations,
including public bodies.
(c) All references in this Lease Agreement to designated "Articles," "Sections" and other
subdivisions are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this
Lease Agreement as originally executed. The words "herein," "hereof," "hereunder" and other words of
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similar import refer to this Lease Agreement as a whole and not to any particular Article, Section or other
subdivision.
(d) The Table of Contents and the Article and Section headings of this Lease Agreement are
not to be treated as a part of this Lease Agreement or as affecting the true meaning of the provisions
hereof.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Bank. The Bank makes the following representations as
the basis for the undertakings on its part herein contained:
(a) The Bank is a corporation duly organized and existing and in good standing under the
laws of the State of Delaware.
(b) The Bank has lawful power and authority to enter into the transactions contemplated by
this Lease Agreement and to carry out its obligations hereunder. By proper action of its Board of
Directors, the Bank has been duly authorized to execute and deliver this Lease Agreement, acting by and
through its duly authorized officers.
(c) The execution and delivery of this Lease Agreement, the consummation of the transactions
contemplated hereby, and the performance of or compliance with the terms and conditions of this Lease
Agreement and the Site Lease will not conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, any restriction or any agreement or instrument to which the
Bank is a party or by which it or any of its property is bound, or the Bank's Articles of Incorporation or
Bylaws or any order, rule or regulation applicable to the Bank or any of its property of any court or
governmental body, or result in the creation or imposition of any prohibited lien, charge or encumbrance of
any nature whatsoever upon any of the property or assets of the Bank under the terms of any instrument or
agreement to which the Bank is a party.
(d) The Bank acknowledges and recognizes that this Lease Agreement will be terminated at
the end of the Lease Term if sufficient funds are not budgeted and appropriated by the City, specifically
with respect to this Lease Agreement, to continue paying all Rental Payments and Additional Rental
Payments during the next occurring Renewal Term, and that the acts of budgeting and appropriating funds
are legislative acts and, as such, are solely within the discretion of the City Council of the City.
(e) There is no litigation or proceeding pending or, to the knowledge of the Bank, threatened
against the Bank or any other person affecting the right of the Bank to execute or deliver this Lease
Agreement or the Site Lease or to comply with its obligations under this Lease Agreement or the Site
Lease. Neither the execution and delivery of this Lease Agreement or the Site Lease by the Bank, nor
compliance by the Bank with its obligations under this Lease Agreement or the Site Lease require the
approval of any regulatory body, any parent company, or any other entity, which approval has not been
obtained.
Section 2.2. Representations by the City. The City makes the following representations as
the basis for the undertakings on its part herein contained:
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(a) The City is a home rule charter city and political subdivision duly organized and existing
under the laws of the State of Missouri.
(b) The City has lawful power and authority to enter into this Lease Agreement and the Site
Lease and to cant' out its obligations hereunder and thereunder and has been duly authorized to execute
and deliver this Lease Agreement and the Site Lease, acting by and through its duly authorized officials.
(c) The execution and delivery of this Lease Agreement and the Site Lease, the consummation
of the transactions contemplated hereby, and the performance of or compliance with the terms and
conditions of this Lease Agreement or the Site Lease by the City will not conflict with or result in a breach
of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, deed of trust,
loan agreement or any other restriction or any agreement or instrument to which the City is a party or by
which it or any of its property is bound, or any order, rule or regulation applicable to the City or any of its
property of any court or governmental body, or result in the creation or imposition of any prohibited lien,
charge or encumbrance of any nature whatsoever upon any of the property or assets of the City under the
terms of any instrument or agreement to which the City is a party.
(d) The acquisition of the Site and the lease of the Site by the Bank to the City, as provided in
this Lease Agreement, will contribute to the general welfare and benefit of the City and its residents, and
will serve the public and governmental purposes of the City and is therefore necessary, desirable and in the
public interest.
(e) The use of the Site will comply with all presently applicable building, zoning, health,
environmental and safety ordinances and laws and all other applicable laws, rules and regulations.
(f) The City is a governmental unit under the laws of the State of Missouri with general
taxing powers, and 95% or more of the net proceeds of this Lease Agreement will be used for local
governmental activities of the City.
(g) There is no litigation or proceeding pending or, to the City's knowledge, threatened against
the City or any other person affecting the right of the City to execute this Lease Agreement or the Site
Lease or the ability of the City to make the payments required hereunder or to otherwise comply with the
obligations contained herein, or to consummate the transactions contemplated hereby or in the Site Lease.
(h) No member of the governing body of the City or any other officer of the City has any
significant or conflicting interest, financial, employment or otherwise, in the City, the Site or in the
transactions contemplated hereby.
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Lease of Site. The Bank hereby rents, leases and lets the Site to the City, and the
City hereby rents, leases and hires the Site from the Bank, subject to Permitted Encumbrances, for the
rentals and upon and subject to the terms and conditions herein contained.
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Section 3.2. Lease Term.
(a) The Original Term of this Lease Agreement shall commence on the date of its delivery
(the "Commencement Date"), and subject to earlier termination pursuant to the provisions hereof, shall
terminate on the last day of City's current fiscal year (i.e., June 30, 2000).
(b) The Lease Term may be extended, solely at the option of the City, at the end of the
Original Term or any Renewal Term for an additional one-year Renewal Term for up to a maximum Lease
Term of four years, the final Renewal Term to expire not later than March 1, 2005.
(c) The City shall deliver written notice to the Bank no later than the following June 30
stating whether or not the City will extend the term of this Lease Agreement for the succeeding Renewal
Term and describing in reasonable detail the actions taken by the governing body of the City to appropriate
funds sufficient for the purpose of paying the Rental Payments and reasonably estimated Additional
Payments to become due during such succeeding Renewal Term. If the governing body of the City has
made the appropriation necessary to pay the Rental Payments and reasonably estimated Additional
Payments to become due during such succeeding Renewal Term, the City's failure to deliver the foregoing
notice on or before the appropriate June 30 shall not constitute an Event of Nonappropriation and this
Lease Agreement shall be automatically renewed. The City's option to renew or not to renew this Lease
Agreement shall be conclusively determined by whether or not the governing body of the City has, on or
before the June 30 immediately preceding the end of the Original Term or any Renewal Term then in
effect, budgeted and appropriated, specifically with respect to this Lease Agreement, moneys sufficient to
pay all the Rental Payments and reasonably estimated Additional Payments for the ensuing Renewal Term.
The officer of the City at any time charged with the responsibility of formulating budget proposals is
hereby directed to include in the budget proposals submitted to the governing body of the City, in any year
in which this Lease Agreement is in effect, items for all payments required for the ensuing Renewal Term
under this Lease Agreement and to take such further action (or cause the same to be taken) as may be
necessary or desirable to assure the availability of moneys appropriated from legally available funds to pay
Rental Payments and Additional Payments due for each Renewal Term. Notwithstanding the preceding
sentence, it is City's intention that the decision to renew or not to renew this Lease Agreement shall be
made solely by the governing body of the City and not by any other official of the City. The City shall in
any event, whether or not the Lease Agreement is to be renewed, furnish the Bank with copies of its annual
budget promptly after the budget is adopted.
The option hereby granted may not be exercised at any time during which an Event of Default has
occurred and is then continuing under any of the terms of this Lease Agreement; provided, however, that if
such Event of Default (money payments excepted) is curable but not within the period allowed for curing
such Event of Default, then the City's right to exercise the option shall not be suspended if the City
promptly commenced within such period cure of the breach and proceeds with diligence and continuity to
cure the Event of Default.
(d) The City intends, subject to the provisions above respecting the failure of the City to
budget or appropriate funds to make Rental Payments and Additional Payments, to continue the Lease
Term and to pay the Rental Payments and Additional Payments hereunder. The City reasonably believes
that legally available funds in an amount sufficient to make all Rental Payments and Additional Payments
during the Original Term and each Renewal Term can be obtained. The City further intends to do all
things lawfully within its power to obtain and maintain funds from which the Rental Payments and
Additional Payments may be made, including making provision for such Rental Payments and Additional
Payments to the extent necessary in each proposed annual budget submitted for approval in accordance
with applicable procedures of the City and to exhaust all available reviews and appeals in the event such
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portion of the budget is not approved. Notwithstanding the foregoing, the decision to budget and
appropriate funds or to continue the Lease Term is to be made in accordance with the City's normal
procedures for such decisions.
(e) The terms and conditions during any Renewal Term shall be the same as the terms and
conditions during the Original Term, except that the Rental Payments and the Option Purchase Price shall
be as provided in the schedule set forth in Exhibit C hereto, as such schedule may be revised as provided
herein.
Section 3.3. Termination of the Lease Term. The Lease Term will terminate, and the City's
right, title and interest in and to this Lease Agreement (except to the extent of any conveyance pursuant to
Article XI hereof) and its obligations hereunder shall terminate without penalty upon the earliest to occur
of any of the following events:
(a) the expiration of the Original Term or any Renewal Term and the nonrenewal of
the Lease Term resulting from an Event of Nonappropriation pursuant to Section 5.5;
(b) the exercise by the City of the option to purchase the Bank's estate in the Site
pursuant to Section 11.1;
(c) an Event of Default and the Bank's election to terminate this Lease Agreement as
provided in Article XII;
(d) the payment by the City of all Rental Payments and Additional Payments required
to be paid by the City hereunder; or
(e) March 1, 2005.
Section 3.4. Possession and Use of the Site.
(a) The Bank covenants and agrees that as long as the City is not in default hereunder, the
City shall have sole and exclusive possession of the Site (subject to the Bank's right of access pursuant to
Section 3.5 hereof) and the City shall and may peaceably and quietly have, hold and enjoy the Site during
the Lease Term and shall have the right to use the Site for any lawful public purpose. The Bank covenants
and agrees that it will not take any action, except as expressly set forth in this Lease Agreement, to prevent
the City from having quiet and peaceable possession and enjoyment of the Site during the Lease Term and
will, at the request and expense of the City, cooperate with the City in order that the City may have quiet
and peaceable possession and enjoyment of the Site.
(b) Subject to the provisions of this Section, the City shall have the right to use the Site for
any lawful purpose. The City shall comply with all statutes, laws, ordinances, orders, judgments, decrees,
regulations, directions and requirements of all federal, state, local and other governments or governmental
authorities, now or hereafter applicable to the Site or to any adjoining public ways, as to the manner of use
or the condition of the Site or of adjoining public ways. The City shall pay all costs, expenses, claims,
fines, penalties and damages that may in any manner arise out of, or be imposed as a result of, the failure
of the City to comply with the provisions of this Section; provided, however, the City may, at its own
expense, contest in good faith or review by legal or other appropriate procedures the validity or
applicability of any such statute, law, ordinance, order, judgment, decree, regulation, direction or
requirement.
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(c) The expiration or termination of the term of this Lease Agreement as to the City's right of
possession of the Site pursuant to Section 33 hereof shall terminate the City's rights of use and occupancy
of the Site; provided, however, that all other terms of this Lease Agreement, including the continuation of
the City's purchase right under Section 11.1 hereof, shall be continuing until this Lease Agreement is
discharged or foreclosed, as provided herein, except that all obligations of the City to pay any amounts
shall thereafter be satisfied only as provided herein and, with respect to the Original Term or final Renewal
Term prior to such expiration or termination as provided in the Lease Agreement, from Rental Payments
that are payable prior to the termination of the Lease Agreement.
Section 3.5. Right of Access to the Site. The City agrees that the Bank and its duly
authorized agents may, at reasonable times during business hours, subject to the City's usual safety and
security requirements, examine and inspect the Site without interference or prejudice to the City's
operations. The City further agrees that the Bank and its duly authorized agents shall have such rights of
access to the Site as may be reasonably necessary to exhibit the Site to prospective purchasers, lessees or
trustees subsequent to an Event of Default or Event of Nonappropriation.
ARTICLE IV
ACQUISITION OF THE SITE; PAYMENT OF COSTS
Section 4.1. Payment for Costs. All Costs of acquiring the Site and entering into this Lease
shall be paid by the City from proceeds of the Site Lease and this Lease Agreement.
If such funds are insufficient to pay fully all such costs, the City shall pay, but only from legally
available funds, the full amount of any such deficiency by making payments directly to the persons to
whom such amounts are due, and the City shall save and hold harmless the Bank from any obligation to
pay such deficiency.
Section 4.2. Machinery and Equipment Purchased by the City. The City may from time to
time at its own expense install machinery, equipment and other tangible property at the Site. Any item of
machinery or equipment the entire purchase price of which is paid by the City with the City's own funds,
and no part of the purchase price of which is paid for from funds deposited pursuant to the terms of this
Lease Agreement, shall be and remain the property of the City and shall not constitute part of the Site;
provided, however, that title to any such machinery, equipment and other tangible property which becomes
permanently affixed to the Site shall be subject to this Lease Agreement.
ARTICLE V
PAYMENT PROVISIONS
Section 5.1. Rental Payments.
(a) The City covenants and agrees to make Rental Payments, exclusively from legally
available funds, in lawful money of the United States of America, to the Bank during the Original Term
and each Renewal Term, in the amounts and on the dates set forth in Exhibit C hereto (or on any other
date a Rental Payment is due whether at stated maturity, upon prepayment or declaration of acceleration or
otherwise), in funds which will be immediately available to the Bank on or before 11:00 a.m., Bank's local
time, on the due dates. Each Rental Payment shall be in consideration for the use of the Site by the City
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for the period from the Commencement Date or the immediately preceding Rental Payment Date. All
Rental Payments provided for in this Section shall be paid by the City directly to the Bank.
(b) Each Rental Payment under this Section shall at all times be sufficient to pay the total
amount of interest and principal components of the Rental Payments and premium, if any, payable on each
Rental Payment Date.
(c) A portion of each Rental Payment is to be paid as, and represents the payment of, interest
on an obligation of the City (the "Interest Component"), and Exhibit C attached hereto sets forth the
Interest Component of each Rental Payment during the Lease Term. The Rental Payments and Option
Purchase Price are to be recalculated by the Bank and the City understands that the Rental Payment
Schedule on Exhibit C shall be revised from time to time in the event of a partial prepayment of Rental
Payments. The City hereby agrees to pay the Rental Payments in accordance with the Rental Payment
Schedule attached as Exhibit C as it may be revised from time to time by such amounts as are necessary to
reflect prepayment of the Rental Payments. Each Rental Payment shall be applied first as a payment of the
Interest Component and then as a payment of the Principal Component and reduction of the Option
Purchase Price as shown on Exhibit C.
(d) If the City fails to make any portion of the Rental Payments that are due hereunder, the
City will immediately quit and vacate the Site, and the Rental Payments (except for Rental Payments
which have been theretofore appropriated and then available for such purpose) shall thereupon cease.
Neither the City nor any agency or political subdivision thereof is obligated to make any Rental Payments
which are due to the Bank or the Option Purchase Price hereunder except as provided herein. If the City
fails to pay any portion of the required Rental Payments or Additional Payments and then fails to
immediately quit and vacate the Site, the Bank may immediately bring legal action to evict the City from
the Site (and the City shall, to the extent permitted by law, pay as damages for its failure to quit and vacate
the Site upon termination of the then current term of the Lease Agreement in violation of the terms hereof
an amount equal to the Rental Payments and Additional Payments otherwise payable during such term
prorated on a daily basis) and commence proceedings to foreclose the lien of this Lease Agreement. No
judgment may be entered against the City for failure to make any Rental Payments, Additional Payments or
the Option Purchase Price hereunder, except to the extent that the City has theretofore incurred liability to
make any such payments through its actual use and occupancy of the Site, or through its exercise of an
option that renews the Lease Agreement for an additional Renewal Term for which monies have been
appropriated, or is otherwise obligated to make such payments pursuant to this Lease Agreement.
Section 5.2. Additional Payments. The City shall timely pay during the Lease Term as
Additional Payments, directly to the parties entitled thereto, the following amounts:
(a) All expenses (including without limitation reasonable attorneys' fees) incurred in
connection with the enforcement of any rights hereunder by the Bank or in connection with the
protection of the Bank's interest in the Site.
(b) All amounts of rebatable arbitrage, if any, required to be paid to the United States
as provided herein.
(c) All other payments of whatever nature which the City has agreed to pay or assume
with respect to the maintenance of the Site and otherwise under this Lease Agreement.
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The City shall designate in writing to the Bank an address to which all applicable statements,
invoices and requisitions for Additional Payments are to be mailed. Each Additional Payment shall be
paid in lawful money of the United States of America, at the appropriate office as designated by the
respective payees entitled to receive such Additional Payment.
If the City fails to pay any Additional Payments required by this Lease Agreement, the Bank may
(but shall be under no obligation to) pay such Additional Payments, which Additional Payments, together
with interest thereon at the Prime Rate, are to be reimbursed to the Bank, by the City upon demand
therefor, subject to the availability of sufficient legally available funds for such purpose.
Section 53. Rental Payments to Constitute Current Expenses of City.
(a) The Bank and the City acknowledge and agree that the Rental Payments and Additional
Payments hereunder shall constitute currently budgeted expenditures of the City, and shall not in any way
be construed to be a general obligation or debt of the City in contravention of any applicable constitutional,
statutory or charter limitation or requirements concerning the creation of indebtedness by the City, nor
shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of
the City. The City's obligations to pay Rental Payments and Additional Payments hereunder shall be from
year to year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal
Year beyond the then current Fiscal Year. No provision of this Lease Agreement shall be construed or
interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit
of the City within the meaning of the Constitution of the State of Missouri. This Lease Agreement shall
not directly or indirectly obligate the City to levy or pledge any form of taxation or make any appropriation
or make any payments beyond those appropriated for the City's then current Fiscal Year, but in each fiscal
year Rental Payments shall be payable solely from the amounts budgeted or appropriated therefor out of
the income and revenue provided for such year, plus any unencumbered balances from previous years.
The City shall be under no obligation whatsoever to exercise its option to purchase the Bank's interest in
the Site under Article XI hereof. No provision of this Lease Agreement shall be construed to pledge or to
create a lien on any class or source of City moneys, nor shall any provision of this Lease Agreement restrict
the future issuance of any bonds or obligations payable from any class or source of moneys of the City.
Failure of the City to budget and appropriate said moneys on or before June 30 during any year shall be
deemed a conclusive determination of non-availability of funds for the purpose of this Lease Agreement.
(b) The parties hereto agree that upon the expiration or termination of the Original Term and
any Renewal Term and failure by the City to renew this Lease Agreement, the City shall be wholly
discharged from any liability to make Rental Payments or Additional Payments hereunder.
Section 5.4. Obligations Absolute and Unconditional.
(a) The City hereby agrees that its obligation to pay the Rental Payments from legally
available funds appropriated for such purpose shall be absolute and unconditional and, except as expressly
herein provided, shall not be subject to any defense or any right of set-off, counterclaim or recoupment
arising out of any breach by the Bank of any obligation to the City, whether hereunder or otherwise, or out
of any indebtedness or liability at any time owing to the City by the Bank. Notwithstanding any dispute
between the City and the Bank hereunder, the City shall pay all Rental Payments and Additional Payments
when due and shall not withhold payment of any Rental Payments and Additional Payments pending the
final resolution of such dispute.
(b) Nothing in this Lease Agreement shall be construed to release the Bank from the
performance of any agreement on its part herein contained or as a waiver by the City of any rights or
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claims which the City may have against the Bank under this Lease Agreement or otherwise, but any
recovery upon such rights and claims shall be had from the Bank separately, it being the intent of this
Lease Agreement that the City shall (except as provided in subsection (a) above) be unconditionally and
absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease
Agreement (including the obligation to make Rental Payments and to make Additional Payments) for the
benefit of the Bank. The City may, however, at its own cost and expense and in its own name or in the
name of the Bank, prosecute or defend any action or proceeding or take any other action involving third
persons which the City deems reasonably necessary in order to secure or protect its right of possession,
occupancy and use of the Site, and in such event the Bank hereby agrees to cooperate fully with the City
and to take all action necessary to effect the substitution of the City for the Bank in any such action or
proceeding if the City shall so request.
Section 5.5. Event of Nonappropriation.
(a) If the governing body of the City does not budget and appropriate, specifically with
respect to this Lease Agreement, on or before the end of each Fiscal Year, moneys sufficient to pay all
Rental Payments and the reasonably estimated Additional Payments coming due for the then current
Renewal Term, an Event of Nonappropriation shall be deemed to have occurred. If, during the Original
Term or any Renewal Term, any Additional Payments become due that were not included in the City's
current budget, or which exceeded the amounts that were included therefor in the City's current budget,
then, in the event that moneys are not specifically budgeted and appropriated to pay such Additional
Payments within 60 days subsequent to the date upon which such Additional Payments are due, an Event
of Nonappropriation shall be deemed to have occurred.
(b) If an Event of Nonappropriation occurs, the City shall not be obligated to make payment
of the Rental Payments or Additional Payments or any other payments provided for herein which accrue
after the last day of the Original Term or Renewal Term during which such Event of Nonappropriation
shall occur.
ARTICLE VI
MAINTENANCE, TAXES AND INSURANCE
Section 6.1. Maintenance, Repairs and Utilities.
(a) The City covenants and agrees that throughout the Lease Term and at its own expense it
will keep the Site and all parts thereof in safe condition and free from filth, nuisance or conditions
unreasonably increasing the danger of fire or other casualty.
(b) The City shall contract in its own name and pay for all utilities and utility services used by
the City in, on or about the Site, and the City shall, at its sole cost and expense, procure any and all
permits, licenses or authorizations necessary in connection therewith.
Section 6.2. Taxes, Assessments and Other Governmental Charges.
(a) The parties to this Lease Agreement contemplate that the Site will be used for a
governmental or proprietary purpose of the City and, therefore, that the Site will be exempt from all taxes
presently assessed and levied with respect to real or personal property. If the use, possession or acquisition
of the Site is found to be subject to taxation in any form (except for income taxes of Bank), the City will
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pay during the Lease Term, as the same respectively become due, all taxes and governmental charges of
any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Site
and any facilities, equipment or other property acquired by the City in substitution for, as a renewal or
replacement of, or a modification, improvement or addition to the Site as well as all gas, water, steam,
electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use,
occupancy and upkeep of the Site; provided that, with respect to any governmental charge that may
lawfully be paid in installments over a period of years, the City shall be obligated to pay only such
installments as are accrued during such time as this Lease Agreement in effect.
(b) The City may, in its own name or in the Bank's name, contest the validity or amount of
any tax, assessment or other governmental charge which the City is required to bear, pay and discharge
pursuant to the terms of this Article by appropriate legal proceedings instituted at least 10 days before the
contested tax, assessment or other governmental charge becomes delinquent, if the City (1) before
instituting any such contest, gives the Bank written notice of the City's intention to do so, (2) diligently
prosecutes any such contest, (3) at all times effectively stays or prevents any official or judicial sale
therefor, under execution or otherwise, (4) promptly pays any final judgment enforcing the tax, assessment
or other governmental charge so contested, and (5) thereafter promptly procures record release or
satisfaction thereof. The Bank agrees to cooperate with the City in connection with any and all
administrative or judicial proceedings related to any tax, assessment or other governmental charge. The
City shall hold the Bank whole and harmless from any costs and expenses the Bank may incur in relation
to any of the above.
Section 6.3. Public Liability Insurance.
(a) The City shall, at its sole cost and expense, maintain or cause to be maintained at all times
during the Lease Term general accident and public liability insurance (including but not limited to
coverage for all losses whatsoever arising from the ownership, maintenance, operation or use of any
automobile, truck or other motor vehicle), or shall demonstrate to the satisfaction of the Bank that adequate
self-insurance is provided, under which the Bank and the City shall be named as insureds, properly
protecting and indemnifying the Bank and the City, in amounts equal to the City's customary insurance
practice for bodily injury (including death), and for property damage arising out of or in any way relating
to the condition or the operation of the Site (subject to reasonable loss deductible clauses). Each insurance
policy provided for in this Section shall contain a provision to the effect that the insurance company may
not cancel or materially modify the policy without first giving at least 15 days' advance written notice to
the Bank and the City. Such policies or copies or certificates thereof shall be furnished to the Bank.
(b) In the event of a public liability occurrence, the Net Proceeds of liability insurance carried
pursuant to this Section or self-insurance program of the City shall be applied toward the extinguishment
or satisfaction of the liability with respect to which such proceeds have been paid.
Section 6.4. . Workers' Compensation Insurance. The City shall maintain or cause to be
maintained worker's compensation insurance required by the laws of the State of Missouri covering all
employees working on, in, near or about the Site, or shall demonstrate to the satisfaction of the Bank that
adequate self-insurance is provided, and shall require any other person or entity working on, in, near or
about the Site to carry such coverage, and will furnish to Bank certificates evidencing such coverage
throughout the Lease Term.
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Section 6.5. Blanket Insurance, Self -Insurance and Modifications.
(a) The City may satisfy any of the insurance requirements set forth in this Article by using
blanket policies of insurance which cover not only the Site but other properties, provided that the City
complies with each and all of the requirements and specifications of this Article respecting insurance.
(b) The City may, with the written consent of the Bank, make modifications to its insurance
coverage, including provisions for the City to be self-insured, in whole or in part, for any such coverage,
taking into account the cost and availability of insurance and the effect of the terms and rates of such
insurance upon the City's costs and charges for its services. The Bank may rely upon a report of an
insurance consultant chosen by the Bank. The permission of the Bank to make such modifications shall
not be unreasonably withheld.
Section 6.6. Advances. If the City fails to maintain the full insurance coverage required by this
Lease Agreement or shall fail to keep the Site in a safe condition, the Bank may (but shall be under no
obligation to) purchase the required policies of insurance and pay the premiums on the same or may make
such repairs or replacements as are necessary and provide for payment thereof. All amounts so advanced
therefor by the Bank shall become additional rent for the then current Original Term or Renewal Term,
which amounts, together with interest thereon at the rate of 10% per annum, the City agrees to pay as
Additional Payments hereunder.
Section 6.7. Release and Indemnification Covenants. The City shall, to the extent permitted
by law, indemnify, protect and hold the Bank harmless from and against any and all liability, losses, claims
and damages whatsoever, and expenses in connection therewith, including, without limitation, counsel fees
and expenses arising out of or as the result of the entering into this Lease Agreement, the ownership, use,
operation or condition of the Site or any part thereof, or any accident in connection with the operation, use
or condition of the Site or any part thereof resulting in damage to property or injury to or death of any
person. The City shall, to the extent permitted by law, indemnify and save the Bank harmless against any
loss, liability or expense, including reasonable attorneys' fees, resulting from all claims by or on behalf of
any person, firm or corporation arising from the conduct or management of, or from any work or thing
done on, the Site, and against and from all claims arising after the date hereof, from (a) any condition of
the Site caused by the City, (b) any breach or default on the part of the City in the performance of any of its
obligations hereunder, (c) any act of negligence of the City or of any of its agents, contractors, servants,
employees or licensees, and (d) any act of negligence of any assignee or sublessee of the City, or of any
agents, contractors, servants, employees or licensees of any assignee or lessee of the City. The City shall,
to the extent permitted by law, indemnify and save the Bank harmless from and against all costs and
expenses (except those which have arisen from the willful misconduct or gross negligence of the Bank)
incurred in or in connection with any action or proceeding brought thereon, and upon notice from the
Bank, the City shall defend them or either of them in any such action or proceeding. The indemnification
arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all
obligations under this Lease Agreement or the termination of the Lease Term for any reason. The City
agrees not to withhold or abate any portion of the payments required pursuant to this Lease Agreement by
reason of any defects, malfunctions, breakdowns of infirmities of the Site or any part thereof.
Section 6.8. Hazardous Materials. The City shall not cause or permit the Site to be used to
generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process
Hazardous Materials, except in compliance with all applicable federal, state and local laws or regulations,
nor shall the City cause or permit, as a result of any intentional or unintentional act or omission of the City
or any tenant or subtenant, a release of Hazardous Materials onto the Site. The City shall comply with and
ensure compliance by all tenants and subtenants with all applicable federal, state and local laws,
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ordinances, rules and regulations, wherever and by whomever triggered, and shall obtain and comply with,
and ensure that all tenants and subtenants obtain and comply with, any and all approvals, registrations or
permits required thereunder. The City shall (a) conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous
Materials, on, from or affecting the Site (i) in accordance with all applicable federal, state and local laws,
ordinances, rules, regulations and policies, (ii) to the satisfaction of the Bank, and (iii) in accordance with
the orders and directives of all federal, state and local governmental authorities, and (b) defend, indemnify
and hold harmless the Bank from and against any claims, demands, penalties, fines, liabilities, settlements,
damages, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise,
arising out of or in any way related to, (i) the presence, disposal, release or threatened release of any
Hazardous Materials which are on, from or affecting the soil, water, vegetation, buildings, personal
property, persons, animals or otherwise; (ii) any personal injury (including wrongful death) or property
damage (real or personal) arising out of or related to such Hazardous Materials, and/or (iii) any violation of
laws, orders, regulations, requirements or demands of governmental authorities, which are based upon or in
any way related to any such Hazardous Materials including, without limitation, attorney and consultant
fees, investigation and laboratory fees, court costs and litigation expenses. If the Bank elects to control,
operate, sell or otherwise claim property rights in the Site as a remedy hereunder or if this Lease
Agreement is terminated, the City shall deliver the Site free of any and all Hazardous Materials so that the
conditions of the Site shall conform with all applicable federal, state and local laws, ordinances, rules or
regulations affecting the Site. Prior to any such delivery of the Site, the City shall pay the Bank, from its
own funds, any amounts then required to be paid under (b) above. Notwithstanding anything in this Lease
Agreement to the contrary, the agreements in the preceding two sentences and in (b) above shall survive
termination of this Lease Agreement. For purposes of this paragraph, "Hazardous Materials" includes,
without limit, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes,
hazardous or toxic substances or related materials defined in the Comprehensive Materials Response,
Compensation, and Liability Act of 1980, and amended (42 U.S.C. Sections 9601, et. seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et. seq.), and in the regulations
adopted and publications promulgated pursuant thereto, or any other federal, state or local environmental
law, ordinance, rule or regulation.
ARTICLE VII
ADDITIONS, MODIFICATIONS AND IMPROVEMENTS
TO THE SITE
Section 7.1. Improvements to the Site. The City may, at its sole cost and expense, construct
buildings and improvements on the Site as the City from time to time may deem necessary or desirable for
its business purposes; provided however, the City shall not make any additions, modifications, alterations
or improvements which will adversely affect the value of the Site. All buildings and improvements
constructed on the Site by the City pursuant to the authority of this Section shall, during the life of this
Lease Agreement, be a part of the Site. The City covenants and agrees (a) to keep and maintain said
buildings and improvements in good condition and repair, ordinary wear and tear excepted, and (b) to
promptly and with due diligence either raze and remove from the Site in a good workmanlike manner, or
repair, replace or restore any of said buildings and improvements as may from time to time be damaged by
fire or other casualty.
Section 7.2. Permits and Authorizations. Neither the Bank nor the City shall do or permit
others to do any work on the Site related to any repair, improvement or addition to the Site, or any part
thereof, unless all requisite municipal and other governmental permits and authorizations of any
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jurisdiction to which the City is subject have been first procured and payment therefor made. All such
work shall be done in a good and workmanlike manner and in compliance with all applicable building,
zoning and other laws, ordinances, governmental regulations and requirements and in accordance with the
requirements, rules and regulations of all insurers under the policies required to be carried under the
provisions of Article VI hereof.
Section 73. Mechanics' and Materialmen's Liens.
(a) Neither the Bank nor the City shall do or suffer anything to be done whereby the Site, or
any part thereof, may be encumbered by any mechanics' or materialmen's or other similar lien. Whenever
and as often as any mechanics' or materialmen's or other similar lien is filed against the Site, or any part
thereof, purporting to be for or on account of any labor done or materials or services furnished in
connection with any work in or about the Site, the City shall discharge the same of record within 60 days
after the date of filing. Notice is hereby given that the Bank shall not be liable for any labor or materials
furnished to the City or to anyone claiming by, through or under the City upon credit, and that no
mechanics' or materialmen's or other similar lien for any such labor, services or materials shall attach to or
affect the reversionary or other estate of the Bank in and to the Site or any part thereof.
(b) Both the Bank and the City, notwithstanding subsection (a) above, shall have the right
(except as hereinafter provided) to contest any such mechanics' or materialmen's or other similar lien, if the
City (i) within said 60 -day period stated above notifies the Bank in writing of the City's intention to do so,
(ii) diligently prosecutes such contest, (iii) at all times effectively stays or prevents any official or judicial
sale of the Site, or any part thereof or interest therein, under execution or otherwise, (iv) promptly pays or
otherwise satisfies any final judgment adjudging or enforcing such contested lien claim, and (v) thereafter
promptly procures record release or satisfaction thereof. If the Bank notifies the City that, in the opinion of
counsel, by nonpayment of such items, the Bank's title or interest in the Site will be endangered, or the Site
or any part thereof will be subject to loss or forfeiture, then the City shall promptly pay or cause to be
satisfied and discharged all such unpaid items (provided, however, that such payment shall not constitute a
waiver of the right to continue to contest such items). The City shall hold the Bank whole and harmless
from any loss, costs or expenses the Bank may incur in relation to any such contest. The Bank will
cooperate fully with the City in any such contest.
ARTICLE VIII
CONDEMNATION
Section 8.1. Condemnation or Deficiency of Title.
(a) If title to, or the temporary use of, all or a portion of the Site is challenged or threatened by
means of competent legal or equitable action, the City covenants that it will cooperate with the Bank and
will take all reasonable actions, including where appropriate the lawful exercise of the City's power of
eminent domain, to quiet title to the Site in the City. Any Net Proceeds of title insurance or other award
from such a challenge or threat of legal or equitable action shall be used to prepay the Rental Payments due
hereunder.
(b) If during the Lease Term title to, or the temporary use of, all or part of the Site is
condemned by any authority having the power of eminent domain, the condemnation proceeds shall be
used to prepay the Rental Payments due hereunder.
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(c) The Bank shall cooperate fully with the City in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Site or any part thereof, and shall, to
the extent the Bank may lawfully do so, permit the City to litigate in any such proceeding in the name and
on behalf of the Bank. In no event will the Bank voluntarily settle or consent to the settlement of any
prospective or pending condemnation proceedings with respect to the Site or any part thereof without the
written consent of the City.
ARTICLE IX
SPECIAL COVENANTS
Section 9.1. Disclaimer of Warranties. THE BANK MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE
SITE, OR ANY OTHER WARRANTY OR REPRESENTATION WITH RESPECT THERETO. In no
event shall the Bank be liable for incidental, indirect, special or consequential damage in connection with
or arising out of this Lease Agreement or the existence, furnishing, functioning or City's use of any item or
products or services provided for in this Lease Agreement; provided, however, that nothing herein shall be
construed as relieving the Bank from its covenants and obligations under this Lease Agreement.
Section 9.2. Surrender of Possession. Upon accrual of the Bank's right of re-entry because of
the City's default hereunder or upon the cancellation or termination of this Lease Agreement for any reason
other than the City's purchase of the Site pursuant to Article XI hereof, the City shall peacefully surrender
possession of the Site to the Bank in good condition and repair, ordinary wear and tear excepted; provided,
however, the City shall have the right within 120 days after the termination of this Lease Agreement to
remove from the Site any improvements, furniture, trade fixtures, machinery and equipment owned by the
City and not constituting part of the Site. All repairs to and restorations of the Site which are required to
be made because of such removal shall be made by and at the sole cost and expense of the City, and during
said 120 -day period the City shall bear the sole responsibility for and bear the sole risk of loss for said
buildings, improvements, furniture, trade fixtures, machinery and equipment. All buildings,
improvements, furniture, trade fixtures, machinery and equipment owned by the City and which are not so
removed from the Site prior to the expiration of said 120 -day period shall be and become the separate and
absolute property of the Bank.
Section 9.3. Granting of Easements. If no Event of Default or Event of Nonappropriation
under this Lease Agreement has happened and is continuing, the City may at any time or times (a) grant
easements, licenses, rights-of-way (including the dedication of public highways) and other rights or
privileges in the nature of easements with respect to any property included in the Site, or (b) release
existing easements, licenses, rights-of-way and other rights or privileges, all with or without consideration
and upon such terms and conditions as the City shall determine. The Bank agrees that it will execute and
deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license,
right-of-way or other right or privilege or any such agreement or other arrangement, upon receipt by the
Bank of. (1) a copy of the instrument of grant or release or of the agreement or other arrangement, (2) a
written application signed by the City Representative requesting such instrument; and (3) a certificate
executed by the City Representative stating that such grant or release is not detrimental to the proper
conduct of the business of the City, will not impair the effective use or interfere with the efficient and
economical operation of the Site, and will not materially adversely affect the security intended to be given
by or under the Site Lease or this Lease Agreement. If the instrument of grant so provides, any such
easement or right and the rights of such other parties thereunder shall be superior to the rights of the Bank
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under this Lease Agreement and shall not be affected by any termination of this Lease Agreement or by
default on the part of the City hereunder. If no Event of Default or Event of Nonappropriation has
happened and is continuing, any payments or other consideration received by the City for any such grant or
with respect to or under any such agreement or other arrangement shall be and remain the property of the
City, but, in the event of the termination of this Lease Agreement subsequent to an Event of Default or an
Event of Nonappropriation, all rights of the City then existing with respect to or under such grant shall
inure to the benefit of and be exercisable by the Bank.
Section 9.4. Authorized Bank and City Representatives. Whenever under the provisions
hereof, the approval of the Bank or the City is required to take some action at the request of the other,
unless otherwise provided, such approval or such request shall be given for the Bank by the Bank
Representative and for the City by the City Representative and the Bank and the City shall be authorized to
act on any such approval or request.
Section 9.5. Maintenance of Tax Exemption. Neither the City nor the Bank shall take any
action or fail to take any action which action or failure would cause the Interest Component of the Rental
Payment payable hereunder to be includable in gross income for federal and Missouri income tax purposes.
The City and the Bank will comply with all applicable provisions of the Code, including
Section 103 thereof and the regulations of the Treasury Department thereunder, from time to time proposed
or in effect, to maintain the exclusion of the Interest Component of the Rental Payments payable hereunder
from gross income for purposes of federal and Missouri income taxation.
The City and the Bank covenant and agree that (1) they will comply with all applicable provisions
of the Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from gross
income for federal income tax purposes of the Interest Component of the Rental Payments and (2) they will
not use or permit the use of any proceeds of this Lease Agreement or any other funds of the City nor take
or permit any other action, or fail to take any action, if any such action or failure to take action would
adversely affect the exclusion from gross income of the Interest Component of the Rental Payments. The
City will also adopt such other ordinances and take such other actions as may be necessary to comply with
the Code and with all other applicable future laws, regulations, published rulings and judicial decisions, in
order to ensure that the Interest Component of the Rental Payments will remain excluded from federal
gross income, to the extent any such actions can be taken by the City.
The City and the Bank covenant and agree that (1) they will comply with all requirements of
Section 148 of the Code to the extent applicable to this Lease Agreement, (2) they will use the proceeds of
this Lease Agreement as soon as practicable and with all reasonable dispatch for the purposes described
herein, and (3) they will not invest or directly or indirectly use or permit the use of any proceeds of this
Lease Agreement or any other funds of the City in any manner, or take or omit to take any action, that
would cause this Lease Agreement to be "arbitrage bonds" within the meaning of Section 148(a) of the
Code.
The City covenants and agrees that it will pay or provide for the payment from time to time of all
amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any
Treasury Regulations applicable to this Lease Agreement from time to time. This covenant shall survive
payment in full of all Rental Payments. The City specifically covenants to pay or cause to be paid to the
United States, the required amounts of rebatable arbitrage at the times and in the amounts as determined by
the Arbitrage Investment Provisions. Notwithstanding anything to the contrary contained herein, the
Arbitrage Investment Provisions may be amended or replaced if, in the opinion of Special Counsel, such
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amendment or replacement will not adversely affect the exclusion from gross income for federal income
tax purposes of the Interest Component of the Rental Payments.
The City covenants and agrees that it will not use any portion of the proceeds of Rental Payments,
including any investment income earned on such proceeds, directly or indirectly, (1) in a manner that
would cause this Lease Agreement to be a "private activity bond" (other than a qualified §501(c)(3) bond)
within the meaning of Section 141(a) of the Code, or (2) to make or finance a loan to any person who is
not an organization described in Section 501(c)(3) of the Code. For purposes of the preceding sentence, a
loan to an organization described in Section 501(c)(3) of the Code for use with respect to any unrelated
trade or business, determined according to Section 513(a) of the Code, constitutes a loan to a person who is
not an organization described in Section 501(c)(3) of the Code.
The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the
obligations under this Lease Agreement.
Section 9.6. City's Financial Reports; City to Take Further Action, etc.; Additional
Covenants of the Bank. So long as the Site Lease remains in effect, the City shall deliver to the Bank, as
soon as available, a copy of the City's annual audited financial statements. Such audited financial
statements will include the financial transactions of the City in accordance with generally accepted
accounting principles.
The Bank also covenants and agrees that upon payment of all the Rental Payments and Additional
Payments and the exercise of the option granted in Section 11.1 hereof, the Bank and its officers shall take
all actions necessary to authorize, execute and deliver to the City any documents which may be necessary
to vest in the City all of the Bank's interest in and to the Site, including, if necessary, a release of any and
all liens created under the provisions of this Lease Agreement, the Site Lease or otherwise by the Bank.
The Bank agrees to defend or eliminate any claims adverse to such interest occurring after receipt by the
Bank of its leasehold interest in the Site; provided that the Bank's obligations under this provision shall not
extend to claims arising out of actions by the City or persons asserting claims under it.
Section 9.7. Covenants of the City with Respect to Transfers. As long as the Site Lease
remains in effect or no provision for the payment of the obligations under this Lease Agreement has been
made, the City will not convey or transfer any interest in the Site or any part thereof other than to the Bank
and for a period of 90 days following the payment of the obligations under this Lease Agreement, or
provision has been made for such payment, the City will not transfer or agree to transfer its ownership
interest in the Site or any part thereof to any previous user or occupant thereof, including the Bank or any
related person, firm or corporation.
ARTICLE X
ASSIGNMENT AND SUBLEASING
Section 10.01. Assignment by the Bank. The Bank's interest in, to and under the Site Lease and
this Lease may be assigned and reassigned in whole or in part to one or more assignees by the Bank without
the necessity of obtaining the consent of the City; provided that any assignment shall not be effective until the
City has received written notice, signed by the assignor, of the name, address and tax identification number of
the assignee. The City shall retain all such notices as a register of all assignees and shall make all payments to
the assignee or assignees designated in such register. The City agrees to execute all documents, including
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notices of assignment and chattel mortgages or financing statements that may be reasonably requested by the
Bank or any assignee to protect its interest in the Site Lease, this Lease and the Site.
Section 10.2. Assignment and Sublease by City. The City may not assign its interest in this
Lease Agreement for any reason. The City may, however, sublease the Site as a whole or in part, without
the necessity of obtaining the consent of the Bank, if the following conditions are satisfied:
(a) This Lease Agreement and the obligations of the City hereunder shall, at all times
during the Original Term and any Renewal Term, remain obligations of the City, and the City shall
maintain its direct relationship with the Bank, notwithstanding any sublease;
(b) Before entering into any sublease of the Site or any portion thereof, the City shall
obtain and file with the Bank an Opinion of Special Counsel to the effect that such sublease will
not cause the Interest Component of the Rental Payments payable to be included in gross income
for federal or Missouri income tax purposes; and
(c) The City shall, within 30 days after the delivery thereof, furnish or cause to be
furnished to the Bank a true and complete copy of each such sublease.
The City may grant licenses to use all or any of the Site in the normal course of business without
the consent of the Bank.
Section 10.3. Restrictions on Sale or Mortgage of the Site by the City. The City agrees that,
except as set forth in Section 10.2 hereof or in other provisions of this Lease Agreement, it will not sell,
convey, mortgage, encumber or otherwise dispose of any part of the Site during the Lease Term, nor
otherwise create any encumbrance thereon other than Permitted Encumbrances. Except as expressly
provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary
to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same
shall arise at any time. The City shall reimburse the Bank for any expense incurred by it in order to
discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE SITE
Section 11.1. Option to Purchase the Site. At the option and request of the City, the Bank's
estate in the Site will be transferred, conveyed and assigned to the City and this Lease Agreement shall
terminate:
(a) at any time on or after September 1, 2002, upon payment by the City of the then
applicable Option Purchase Price plus all Rental Payments, Additional Payments and accrued
Interest Components of the Rental Payments up to the date of purchase; or
(b) at the end of the Lease Term (including all Renewal Terms), upon payment in full
of all Rental Payments and Additional Payments due hereunder and the payment of One Dollar; or
(c) at any time in the event of condemnation of the Site or if title to the Site is
deficient or nonexistent, or if the Site Lease or the Lease Agreement becomes void or
unenforceable, upon payment by the City of the then applicable Option Purchase Price plus all
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Rental Payments, Additional Payments and accrued Interest Components of the Rental Payments
up to the date of purchase.
To exercise the option under (a) or (c) above, the City shall give written notice to the Bank and
shall specify therein the date of closing such purchase, which shall be not less than 30 nor more than 60
days from the date such notice is mailed to the Bank unless otherwise agreed by the Bank.
Payment of the final Rental Payments and Additional Payments shall constitute exercise of the
option granted under (b) above, without further action by the City.
Section 11.2. Conveyance of the Site. At the closing of any purchase of the Site pursuant to
this Article, the Bank upon payment by the City and receipt by the Bank of all amounts payable hereunder
shall execute and deliver to the City all necessary documents conveying, transferring and assigning to the
City good and marketable legal title to the Site, as it then exists, subject to the following: (1) those liens
and encumbrances, if any, to which title to the Site was subject when leased to the Bank; (2) those liens
and encumbrances created by the City or to the creation or suffering of which the City consented; (3) those
liens and encumbrances resulting from the failure of the City to perform or observe any of the agreements
on its part contained herein; (4) Permitted Encumbrances other than the Site Lease and this Lease
Agreement; and (5) if the Site is being condemned, the rights and title of any condemning authority.
Section 11.3. Relative Position of Option. The option granted to the City in this Article may
be exercised whether or not the City is in default hereunder, provided that such default will not result in
non -fulfillment of any condition to the exercise of any such option and further provided that all options
herein granted shall terminate upon the termination of this Lease Agreement.
Section 11.4. Obligation to Purchase the Bank's Interest in the Site. The City hereby agrees
to purchase, and the Bank hereby agrees to sell, all of the Bank's right, title and interest in and to the Site
for the sum of $1.00 at the expiration of the Lease Term following full payment of all obligations payable
hereunder or provision for payment thereof having been made.
ARTICLE XII
DEFAULT AND REMEDIES
Section 12.1. Events of Default. If any one or more of the following events occurs and is
continuing, it shall constitute an "Event of Default" under this Lease Agreement:
(a) Failure by the City to pay any Rental Payment required to be paid hereunder at the
time specified herein; or
(b) Failure by the City to pay any Additional Payment or to observe or perform any
other covenant, agreement, obligation or provision of this Lease Agreement on its part to be
observed or performed, and such failure shall continue for 60 days after the Bank has given the
City written notice specifying such failure or such longer period as shall be reasonably required to
cure such default; provided that (1) the City has commenced such cure within said 60 -day period,
and (2) the City diligently prosecutes such cure to completion; or
(c) Failure by the City to vacate the Site within 30 days after the occurrence of an
Event of Nonappropriation.
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Section 12.2. Remedies on the Occurrence of an Event of Default or an Event of
Nonappropriation. If an Event of Default or an Event of Nonappropriation has occurred and is
continuing, then the Bank may at the Bank's election, then or at any time thereafter, and while such Event
of Default or Event of Nonappropriation continues, take any one or more of the following actions:
(a) With or without terminating the Lease Agreement take possession of the Site, in
which event the City shall take all actions necessary to authorize, execute and deliver to the Bank
all documents necessary to vest in the Bank for the remainder of the Lease Term, all of the City's
interest in and to the Site, and sell the Bank's (or its assignee's) interest in the Lease Agreement, or
lease or sublease the Site and collect the rentals therefor, for all or any portion of the remainder of
its leasehold term upon such terms and conditions as it may deem satisfactory in its sole discretion,
with the City remaining liable, subject to the provisions of Sections 3.2 and 5.3 hereof, for the
difference between (i) the Rental Payments and Additional Payments payable by the City
hereunder to the end of the current Lease Term and (ii) the net proceeds or any purchase price,
rents or other amounts paid by the new purchaser, lessee or sublessee of such Site, and, provided
further, that, in such event, if the Bank shall receive a payment for sale of its interest or total
subrentals for sublease that are, after payment of the Bank's expenses in connection therewith, in
excess of the Rental Payments and all other Additional Payments, then such excess shall be paid to
the City either by the Bank, its assigns, or its sublessee; or
(b) By written notice to the City, declare all Rental Payments and Additional
Payments payable hereunder for the remainder of the current Lease Term to be immediately due
and payable and the same shall thereupon become immediately due and payable; or
(c) Give the City written notice of its intention to terminate this Lease Agreement on
a date specified in such notice, which date may be the earlier of 60 days after such notice is given
or the end of the current Lease Term, and if all defaults have not then been cured, on the date so
specified, the City's rights to possession of the Site shall cease and this Lease Agreement shall
thereupon be terminated, and the Bank may re-enter and take possession of the Site; or
(d) Take whatever action at law or in equity may appear necessary or desirable to
collect the Rental Payments and Additional Payments then due and thereafter to become due
during the Lease Term and to enforce its rights under this Lease Agreement and the performance
and observance of any obligation, agreement or covenant of the City under this Lease Agreement.
If in accordance with any of the foregoing provisions of this Article the Bank has the right to elect
to re-enter and take possession of the Site, the Bank may enter and expel the City and those claiming
through or under the City and remove the property and effects of both or either (forcibly if necessary)
without being guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or
for breach of covenant. The Bank may take whatever action at law or in equity which may appear
necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and
observance of any obligation, agreement or covenant of the City hereunder.
Section 12.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Bank is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Lease Agreement or now or hereafter existing at law or in equity. No
delay or omission to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle the Bank to exercise any remedy
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reserved to it in this Article it shall not be necessary to give any notice, other than such notices as may be
expressly required in this Article.
Section 12.4. Attorneys' Fees and Expenses. If the City defaults under any of the provisions
hereof, or if an Event of Nonappropriation has occurred, and the Bank employs attorneys or incurs other
expenses for the collection of Rental Payments or Additional Payments or the enforcement of performance
of any obligation or agreement on the part of the City, then the City will on demand pay to the Bank the
reasonable fees of such attorneys and such other expenses so incurred.
Section 12.5. Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.
The City agrees, to the extent permitted by law, that in the case of a termination of the Lease Tenn by
reason of an Event of Nonappropriation or an Event of Default, neither the City nor any one claiming
through or under the City, shall or will set up, claim or seek to take advantage of any appraisement,
valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the
enforcement of the Lease Agreement; and the City, for itself and all who may at any time claim through or
under it, hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws.
ARTICLE XIII
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 13.1. Amendments, Changes and Modifications. This Lease Agreement may not be
effectively amended, changed, modified, altered or terminated without the written consent of the parties
hereto.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.1. Notices. All notices, certificates or other communications required to be given
hereunder shall be in writing and shall be deemed duly given when delivered or mailed by first-class,
certified or registered mail, postage prepaid, to the parties at their respective addresses addressed as
follows:
(a) To the Bank:
U.S. Bancorp Piper Jaffray Inc.
4600 Madison, Suite 1200
Kansas City, Missouri 64112
Attention: Jack Dillingham
(b) To the City:
City of Cape Girardeau
401 Independence Street
Cape Girardeau, Missouri 63701
Attention: Finance Director
i
All notices given by first-class, certified or registered mail as aforesaid shall be deemed duly given
as of the date they are so mailed. The Bank and the City may from time to time designate, by notice given
hereunder to the other such parties, another address to which subsequent notices, certificates or other
communications shall be sent.
Section 14.2. Bank Shall Not Unreasonably Withhold Consents and Approvals. Wherever
in this Lease Agreement it is provided that the Bank shall, may or must give its approval or consent, or
execute supplemental agreements or schedules, the Bank shall not unreasonably, arbitrarily or
unnecessarily withhold or refuse to give such approvals or consents or refuse to execute such supplemental
agreements or schedules.
Section 14.3. Limited Liability of Bank. No provision, covenant or agreement contained in
this Lease Agreement or any obligation herein imposed upon the Bank, or the breach thereof, shall
constitute or give rise to or impose any personal or pecuniary liability upon any director, officer or
employee of the Bank. Except with respect to any action for specific performance or any action in the
nature of a prohibitory or mandatory injunction, neither the Bank nor any director, officer or employee of
the Bank shall be liable to the City or any other person for any action taken by the Bank or by its officers,
servants, agents or employees, or for any failure to take action under this Lease Agreement except for its
gross negligence or willful misconduct.
Section 14.4. Net Lease. The parties hereto agree that this Lease Agreement shall be deemed
and construed to be a "net lease."
Section 14.5. Payments Due on Holidays. If the date for making any payment or the last day
for performance of any act or the exercising of any right, as provided in this Lease Agreement, is a legal
holiday or a day on which banking institutions in the city in which the principal business office of the Bank
or City is located are authorized by law to remain closed, such payment may be made or act performed or
right exercised on the next succeeding day that is not a legal holiday or a day on which such banking
institutions are not authorized by law to remain closed with the same force and effect as if done on the
nominal date provided in this Lease Agreement.
Section 14.6. Binding Effect. This Lease Agreement shall be binding upon and shall inure to
the benefit of the Bank and the City and their respective successors and assigns.
Section 14.7. Severability. If for any reason any provision of this Lease Agreement is
determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof
shall not be affected thereby.
Section 14.8. Execution in Counterparts. This Lease Agreement may be executed
simultaneously in several counterparts, each of which shall be deemed to be an original and all of which
shall constitute but one and the same instrument.
Section 14.9. Governing Law. This Lease Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
[Remainder of page intentionally left blank.]
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1� i 9
IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed
in their respective corporate names and their respective corporate seals to be hereunto affixed and attested
by their duly authorized officers, all as of the date first above written.
U.S. BANCORP PIPER JAFFRAY INC., Lessor
By:
Name: Jack Dillingham
Title: Managing Director
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(SEAL)
ATTEST:
Gayle L. Conrad, City Clerk
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CITY OF CAPE GIRARDEAU, MISSOURI,
Lessee
A. M. Spradling, III, Mayor
i % 0
ACKNOWLEDGMENTS
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
On this day of March, 2000, before me, a Notary Public in and for said State, personally
appeared JACK DILLINGHAM, who acknowledged himself to be the Managing Director of U.S.
BANCORP PIPER JAFFRAY INC., and that as such officer being authorized so to do executed the
foregoing instrument for the purposes therein contained by signing the name of the corporation as such
officer.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year last above written.
My commission expires:
Notary Public - State of Missouri
Commissioned in Jackson County
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STATE OF MISSOURI )
) SS.
COUNTY OF CAPE GIRARDEAU )
On this day of March, 2000, before me, a Notary Public in and for said State, personally
appeared A.M. SPRADLING, III, who acknowledged himself to be the Mayor of the CITY OF CAPE
GIRAR.DEAU, MISSOURI, and that as such officer being authorized so to do executed the foregoing
instrument for the purposes therein contained by signing his name as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year last above written.
My commission expires:
Notary Public - State of Missouri
Commissioned in Cape Girardeau County
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EXHIBIT A
THE SITE
The Site consists of the following -described real property and improvements located thereon:
A-1
4 , *
EXHIBIT B
ARBITRAGE INVESTMENT PROVISIONS
This Exhibit provides procedures for complying with § 148 of the Internal Revenue Code of 1986,
as amended (the "Code"), in order to preserve the exclusion from federal gross income of the interest
component of the Rental Payments.
Section 1. Temporary Periods/Yield Restriction. The sale proceeds of the Lease
Agreement must be invested as follows:
(a) Proceeds of the Lease Agreement shall be held in a separate account from other
moneys of the City and may be invested without yield restriction for a period of 3 years after the
date of delivery of the Lease Agreement (the "Delivery Date"). Earnings on such amounts may be
invested without yield restriction for a period not exceeding the later of 3 years after the Delivery
Date or 1 year after the date of receipt of such earnings.
(b) Any amounts not invested as described above shall be invested at a yield not
greater than the yield on the Rental Payments.
Section 2. Opinion of Special Counsel. The requirements of this Exhibit may be modified
or amended in whole or in part upon receipt of an opinion of Special Counsel to the effect that such
modifications and amendments will not adversely affect the exclusion from gross income of the interest
components of the Rental Payments.
:l
EXHIBIT C
RENTAL PAYMENT SCHEDULE
Option Purchase
Rental Principal Interest Total Rental Price After
Payment Date Component Component Payment Rental Payment
09/01/2000
$11,841.97
$11,841.97
$491,000.00
03/01/2001
14,116.25
14,116.25
491,000.00
09/01/2001
14,116.25
14,116.25
491,000.00
03/01/2002
14,116.25
14,116.25
491,000.00
09/01/2002
14,116.25
14,116.25
491,000.00
03/01/2003
14,116.25
14,116.25
491,000.00
09/01/2003
14,116.25
14,116.25
491,000.00
03/01/2004
14,116.25
14,116.25
491,000.00
09/01/2004
14,116.25
14,116.25
491,000.00
03/01/2005 $491,000.00
14,116.25
505,116.25
1
C-1