HomeMy WebLinkAboutRES.232.01-05-1987 •� . -�.
BILL N0 . 87-10 RESOLUTIOCd N0 . �'�,% `�;� '�
A RESOLUTI0�1 AUTHORIZING THE CITY MANAGER ON
BEHALF OF THE CITY OF CAPE GIRARDEAU TO ENTER
INTO A LEASE AGREEMENT WITH CEr1TERRE BANK OF CAPE
GIRARDEAU FOR LEASE FI�IANCII�G OF AN AUTOMATIC
IRRIGATIOCI SYSTEM AT TH� CAPr JAYCE� GOLF COURSE
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,
MISSOURT , AS FOLLOPIS:
SECTION 1 . The City Manager on behalf of the City of Cape
Girardeau, Missouri is authorized to enter into a Lease Agreement
witn Centerre Bank of Cape Girardeau for lease financing of an
automatic irrigation system at the Cape Jaycee Golf Course. A
copy of the Lease �greement is attacned to this Resolution and
made a part hereof .
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PASSED AND ADOPTED THIS `-% � f,_ DAY OF ��.l.f(,,, �-��_�A� , 1987 .
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__ ._----,�.._ .
� �� ,� , - ; : ��' �' : �� �
�Francis E . Rhodes , Mayor
ATTEST:
, \
Alvin M. Stoverink , City Clerk
/
LEASE AGREEMENT
THIS AGREEMENT ( "Lease" ) between CENTERRE BANK OF CAPE
GIRARDEAU ( "Lessor " ) , and THE CITY OF C•APE GIRARDEAU, MISSOURI , a
body corporate and politic existing under the laws of the State of
Missouri , ( "Lessee" ) is as follows:
ARTICLE I -- LEASE OF EQUIPMENT
1 .1 Agreement to Lease. Lessor agrees to lease to Lessee ,
and Lessee agrees o ease' from Lessor , the equipment ( the
"Equipment" ) as more fully described in Exhibit 1 . 1 .
1 . 2 Title . During the term of this Lease , title to the
Equipment�7 be transferred to Lessee, subject to the retransfer
to Lessor upon termination of this Lease and the failure of Lessee
to purchase the equipment . Upon the �termination of this Lease for
any reason other than Lessee ' s purchase of the Equipment , title to
the Equipment will transfer automatically to Lessor without the
need for any further action on the part of Lessor , Lessee , or any
other person; but if any action is so required, Lessee by this
Lease appoints Lessor its irrevocable attorney-in-fact to take any
action to so transfer title to the Equipment to Lessor . Lessor at
all times will have access to the Equipment for the purpose of
� inspection, alteration , and repair . In the event of transfer. of
title to Lessor , Lessee shall permit Lessor or its assigns to
enter the premises described in Article 10 .5 and to take
possession of the Equipment within six months of such transfer of
title . Upon the payment of all rent payable pursuant to Section
4 . 1 for the original term and all renewal terms , or exercise of
the option to purchase as specified herein , title to the Equipment
shall remain in Lessee .
1 . 3 Security . To secure the payment of all of Lessee ' s
obligation�essor under this Lease , Lessee grants to Lessor a
security interest in the Equipment and in all additions ,
attachments , accessions , and substitutions to or for the
Fquipment . Lessee agrees to execute such additional documents ,
including financing statements , affidavits , notices , and similar
instruments , in a form satisfactory to Lessor , which Lessor deems
necessary or advisable to establish and maintain its security
interest in the Equipment .
1 . 4 Lease Not a Pledge of City ' s Revenues . Nothing contained
in this Lease s a constitu e a p e ge of the general tax
r. evenues , funds or moneys of Lessee except amounts appropriated
for the purpose of making Lease payments during the current fiscal
year .
ARTICLE II -- DEFINITIONS
The following terms will have the meanings indicated below
unless the context clearly requires otherwise:
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2 . 1 "Equipment" means the property described in Exhibit 1 . 1
which Lessor is leasing to Lessee .
2 . 2 "Funds" means funds of Lessee legally available and which
have been properly appropriated .
2 . 3 "Governing Body" means the City Council or any successor
governing body of Lessee .
2 . 4 "Lessee" means the City of Cape Girardeau , Missouri , a
body corporate and politic existing under the Constitution of the
State of Missouri which is leasing the Equipment from the Lessor .
2 .5 "Lessor " means Centerre Bank of Cape Girardeau which is
leasing the Equipment to Lessee , and includes the assigns of the
Lessor .
2 . 6 "Option to Purchase Price" means the amount which Lessee
must pay Lessor to purchase the Equipment , as determined by the
schedule set forth in Exhibit 5 . 1 .
2 . 7 "Original Term" means the period from the date of
execution and delivery of this Lease until the end of the fiscal
year of Lessee in effect at the commencement date , which is June
30 of each year , as set forth in Section 3 . 2 .
2 . 8 "Renewal Term" mea�ls all of the additional periods of one
year co-extensive with Lessee ' s fiscal year , for which tt�is Lease
is effective , as set forth in Section 3 . 2 , except that the final
renewal term shall be for only six months .
2 . 9 "Term" or "Term of_ This Lease" means the Original Term
and all Renewal Terms provided for in tl�is Lease under Section 3 . 2 .
2 . 10 "Vendor " means tt�e manufacturers of the Equipment (or L-he
manufacturers ' agent or dealer ) .
ARTICLE III -- LEASE TERM
3 .1 Commencement . The term of this Lease shall commence as
of the date o execution and delivery of this Lease .
3 . 2 Duration of Lease . This Lease will have an Original Term
and ten Renewa Terms . The Original Term will continue until the
end of the fiscal year of Lease in effect at the date of execution
and delivery of this Lease . Thereafter , unless Lessee terminates
this Lease by giving Lessor notice in writing at least thirty
days prior to the end of the Original Term or Renewal Term then in
effect, the Lease shall be automatically renewed for the next
Renewal Term until the end of the tenth Renewal Term at which time
the Lease shall terminate . Lessee reasonably believes that it
will have a need for the Equipment for the duration of the
Original Term and all Renewal Terms provided under this Lease and
that funds will be available and appropriated to make all payments
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for the Original Term and all Renewal Terms provided under this
Lease . If funds to continue the leasing of the Equipment for any
ensuing Renewal Term are not legally available for such purpose ,
Lessee may terminate this Lease at the end of the Original Term or
Renewal Term then in effect without penalty.
Lessee will notify Lessor at least thirty days prior to the
expiration of the Original or any Renewal Term if funds are not
available for the payments required under this Lease by reason of
nonappropriation or nonavailability of funds as set forth above .
Lessor and Lessee understand and intend that the obligations
of Lessee to pay rentals iinder the Lease shall constitute only a
current expense of Lessee and shall not in any way be construed to
be a debt of Lessee in contravention of any applicable
constitutional , charter or statutory requirements concerning the
creation of indebtedness by Lessee .
3 . 3 Non-Substitution oF Equipment in the Event of Certain
Terminations . To the maxi.mum extent permitted by law, if this
Lease is terminated pursuant to Section 3 . 2 for any reason other
than the purchase of the Equipment by Lessee prior to tY�e
expiration of all Renewal Terms provided in this Lease , Lessee
will not purchase , lease , or rent equipment performing functions
which were bein.g performed by the Equipment until after the time
at which all Renewal Terms provided in this Lease would have
expired but for such termination . Notwithstanding the above ,
these restrictions will not be applicable in the event the
Equipment is liquidated by Lessor , and Lessee pays to Lessor any
amount equal to the then applicable Option to Purchase Price
specified , in Exhibit 5 . 1 , less any amount realized by Lessor as a
result of liquidation of the Equipment .
3 . 4 Termination . This Lease will terminate upon the earliest
of any of the following events:
(a ) The expiration of the Original Term or any Renewal Term
of this Lease and the election of Lessee to terminate
this Lease pursuant to Section 3 . 2 ;
(b ) The exercise by Lessee of any option to purchase granted
in this Lease by which Lessee purchases all of the
Equipment;
( c ) A default by one party and an election by the other party
to terminate this Lease under Article VIII ;
( d ) Upon the expiration of the last renewal term and upon
payment of all payments required to be made by the Lessee
under this Lease .
ARTICLE IV -- RENT
4 . 1 Amount . Lessee will pay Lessor as rent for the use of
the Equipmen payments on the dates and in the amounts set forth
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� in Exhibit 4 . 1 . Lessee shall have no power to make such rent
payments from any source other than the Funds .
4 . 2 Portion of Rent Attributable to Interest. The portion of
each rent payment w ic is pai as an is representative of
interest is set forth in Exhibit 4 . 1 .
4 .3 No Right to Withhold. Notwithstanding any dispute
between Lessor an Lessee , or Vendor and Lessee , Lessee will make
all payments of rent when due, without withholding any portion of
such rent, nending final resolution of such dispute by mutual
agreement between Lessor and Lessee or by a court of competent
jurisdiction .
ARTICLE V -- PURCHASE OF EQUIPMENT
5 .1 Option to Purchase Price . Lessee may purchase the
Equipment rom Lessor at a price equal to the amount set forth in
Column "A" on Exhibit 5 . 1 and at the time set forth in Column "B"
on Exhibit 5 . 1 . Lessee shall have no power to make such purchase
from any source other than the Funds .
5 . 7_ Manner of Exercise of Option . To exercise the option
granted in Section 5 . 1 , Lessee must deliver to Lessor written
notice of such election , specifying the date on which the
Equipment is to be purchased , at least thirty ( 30 ) days prior to
the purchase date specified in such notice .
5 , 3 Conditions of Exercise of Option . Lessee may purchase
the Equipment pursuant to t e option granted by Section 5 , 1 only
if Lessee has made all rent payments when due (or has remedied any
defaults in the payment of rent, in accordance with the provisions
of this Lease ) and if all other representations , covenants ,
warranties , and obligations of Lessee to Lessor under this Lease
have been satisfied ( or all breaches of the same have been waived
by Lessor in writing) ,
ARTICLE VI -- REPRESENTATIONS, COVENANTS ,
AND WARRANTIES OF LESSEE
Lessee represents , covenants , and warrants as follows :
6 .1 Status of Lessee . Lessee is a Municipal Corporation duly
organized an existing under the Constitution and laws of the
State of Missouri .
6 . 2 Authorization to Execute Lease . Lessee is authorized by
the Constitution an aws o t e State of Missouri to enter into
the transactions contemplated by this Lease , and to effect all of
the Lessee 's obligations under this Lease . The City Council of
Lessee has duly authorized the execution and delivery of this
Lease .
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6 . 3 Satisfaction of Procedures and Funding Requirements . All
procedures , inc u ing any ega i ing requirements , have been
met by Lessee prior to the execution of this Lease , and all rent
and other payment obligations will be paid only out of the Funds .
6 . 4 Preservation of Warranties and Guarantees . Lessee will
use and service t e Equipmen in accor ance wit the Vendor 's
instructions and in such a manner as to preserve all warranties
and guarantees with respect to the equipment .
6 .5 Representations , Covenants , Warranties , and Obligations
to be Cumu a ive . T e repr. esen a ions , covenan s , warran ies , an
obligations set forth in tt�is Article are in addition to and are
not intended to limit any other representations , covenants ,
warranties , and obligations set forth in this Lease .
ARTICLE VII -- REPRESENTATIONS , COVENANTS,
AND WARRANTIES OF LESSOR
7 . 1 Enjoyment . During the term of this Lease , Lessor will
provide Lessee with quiet use and enjoyment of the Equipment ,
without suit or hindrance from Lessor , except upon default by
Lessee , as set forth in this Lease .
7 . 2 Disclaimer of Warranties and Status of Lessor , Etc .
Lessee has se ecte t e Equipment an esires to ease t e
Equipment for use in the performance of its lawful functions .
Lessor ' s only role in the transfer of possession of the Equipment
is the facilitation of the financing of the Equipment by Lessor ' s
agreement to purchase the Equipment and to lease the Equipment to
Lessee . Lessor will not be liable for specific performance or for
damages if the supplier or manufacturer of the Equipment for any
reason fails to fill or delays in filling the order for the
Equipment ( or similar equipment ) or does not inspect the Equipment
prior to delivery to Lessee . For the purposes of this Lease and
of any purchase of the Equipment affected under this Lease , Lessor
expressly disclaims any warranty with respect to the condition ,
quality, durability, suitability, or merchantability of the
Equipment in any respect and any other representation , warranty,
or covenant, express or implied . Lessor will not be liable to
Lessee for any liability , loss , or damage caused or alleged to be
caused directly or indirectly by any inadequacy, deficiency, or
defect in the Equipment , or by any use of the Equipment
whatsoever . Lessor assigns to Lessee, without recourse, for the
term of this Lease , all manufacturer warranties and guarantees ,
express or implied, pertinent to the Equipment , and Lessor
authorizes Lessee to obtain the customary services furnished in
connection with such guarantees and warranties at Lessee ' s
expense , subject to Lessee ' s obligation to reassign to Lessor all
such warranties and guarantees upon Lessor ' s repossession of the
Equipment.
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ARTICLE VIII -- DEFAULT
8-1 . Events of Lessee Default . Lessee will be in default
under this Lease upon t e appening of any one or more of the
following events:
(a ) Lessee fails to make any rent payment or other payment
( including, without limitation , insurance premiums ,
taxes , utilities , fines , and fees ) when due; or
(b ) Lessee fails to satisfy promptly any representation ,
covenant , warranty, or other obligation under this Lease
or under any other agreement between Lessor and Lessee; or
( c ) Lessee comes within the jurisdiction of any court as
debtor under any bankruptcy, reorganization , or similar
law , whether or not such law is in existence on the date
this Lease commences .
8 . 2 Remedies on Default . To the maximum extent permitted by
law, upon any event o efault , Lessor may in its sole discretion
pursue any one or more of the following remedies (which will be
exercisable cumulatively and concurrently or separately) , provided
notice of default is given by Lessor to Lessee by certified mail
and Lessee shall have at least thirty days after receipt of such
notice within which to cure any such default specified in Section
8 . 1:
(a ) Terminate this Lease , repossess the Equipment , and lease
( free and clear of any interest of Lessee in the
Equipment ) all or any portion of the Equipment to such
other persons as Lessor may elect, applying the proceeds
of any such lease (after deducting Lessor ' s cost of
repossessing , repairing , storing , moving, and leasing the
Equipment , including attorneys ' fees ) against any rent
unpaid for the remainder of the Original or Renewal Term
then in effect and any other amounts owed to Lessor under
this Lease (exclusive of rent payments for any Renewal
Term not then in effect ) at the time of Lessor ' s election
under this paragraph;
(b ) Terminate this Lease , repossess the Equipment, and sell
( free and clear of any interest of Lessee in the
Equipment ) all or any portion of the Equipment at any
public or private sale without demand or notice of
intention to sell , applying the proceeds of such sale
(after deducting the costs of repossessing , repairing ,
storing, moving, and selling the Equipment , including
attorneys ' fees ) against the rent unpaid for the
remainder of the Original or Renewal Term then in effect
and any other amounts owed to Lessor under this Lease
(exclusive of rent payments for any Renewal Term not then
in effect ) at the time of Lessor ' s election under this
paragraph;
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( c) Any remedy available at law or in equity.
8 .3 Default by Lessor . Each and every duty imposed upon
Lessor by e terms o t is Agreement is deemed to be material .
In the event Lessor should fail to perform any of the material
elements of this Agreement , Lessor may be declared in default of
this Agreement . To the maximum extent permitted by law upon any
event of default , the Lessee may, in its sole discretion , pursue
any of the following remedies provided notice of default is given
by Lessee to Lessor by certified mail and provided further that
Lessor shall have at least thirty days after receipt of such
notice within which to cure any such default .
(a ) Terminate the Agreement and seek damages ;
(b ) Treat the Agreement as continuing and require specific
performance; or
( c ) Avail itself of any other remedy at law or equity .
8 . 4 Attorneys ' Fees . In the event either party to this
Agreement s ou incur attorneys ' fees for litigation in order to
enforce this Agreement or to protect its rights hereunder , the
prevailing party in such litigation shall be entitled to
reasonable attorneys ' fees .
ARTICLE IX -- NET LEASE
9 .1 Interpretation . This Lease for all purposes will be
treated as a ne ease .
9 . 2 Taxes and Fees . Lessee agrees to pay all license , sales ,
use, persona property, and other taxes and fees , together with
any penalties , fines , and interest on such taxes and fees imposed
or levied with respect to the Equipment and the ownership,
delivery, lease , possession , use , operation , sale , and other
disposition of the Equipment and upon the rental or earnings
arising from any such disposition , except any Federal or State
income taxes payable by Lessor on such rental or earnings , Lessee
may in good faith and by appropriate proceedings contest any such
taxes and fees so long as such proceedings do not involve any
danger of sale , forfeiture , or loss of the Equipment or of any
interest in the Equipment .
9 . 3 Permits . Lessee will provide all permits and licenses
necessary�or the installation , operation , and use of the
Equipment . Lessee will comply with all laws , rules , regulations ,
and ordinances applicable to the installation , use, possession ,
and operation of the Equipment . If compliance with any law, rule ,
regulation , ordinance, permit, or license requires changes or
additions to be made to the Equipment, such changes or additions
will be made by Lessee at its own expense .
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9 .4 Acceptance Certificate . In the event that an Acceptance
Certificate in t e form set out on Exhibit 9 .5 , attached hereto
and by this reference made a part hereof , is not signed and
delivered ' by Lessee to Lessor at the time of execution of this
Agreement , Lessee agrees to furnish such certificate no later than
six months after such execution date . After execution and
delivery by Lessee of the Acceptance Certificate, attached as
Exhibit 9 .5 , it shall be conclusively presumed that Lessee is
satisfied with and has accepted the Equipment as being in good
condition and repair .
ARTICLE X -- USE, REPAIRS, ALTERATIONS , AND LIENS
10 .1 Use . Lessee will not install , use , operate , or maintain
the Equipment improperly, carelessly, in violation of any
applicable law, or in a manner contrary to that contemplated by
this Lease . Lessee agrees that the Equipment is and at all times
will remain personal property notwithstanding that the Equipment
or any part of the Equipment may now or hereafter become affixed
in any manner to real property or to any building on real property .
10 . 2 Repairs . Lessee at its own cost will service , repair ,
and maintai'n t� Equipment so as to keep the Equipment in as good
condition , repair , appearance , and working order as when delivered
to and accepted by Lessee under this Lease , ordinary wear and tear
excepted . At its own cost , Lessee will replace any and all parts
and devices which may from time to time become worn out, lost ,
stolen , destroyed, damaged beyond repair , or rendered unfit for
use for any reason whatsoever . All such replacement parts ,
mechanisms , and devices will be free and clear of all liens ,
encumbrances , and rights of others , and immediately will become a
part of the Equipment and will be covered by this Lease ( for all
purposes , including the obligation of Lessee to retransfer title
to Lessor under Section 1 . 2 ) to the same extent as the Equipment
originally covered by this Lease .
10 . 3 Alterations , Lessee may install such miscellaneous
equipment as may e necessary for use of the Equipment for its
intended purposes so long as either (a ) the installation of such
equipment does not negatively alter the function or manner of
operation of the Equipment , or (b ) Lessee , upon termination of
this Lease , restores the Equipment to its function and manner of
operation prior to the installation of such miscellaneous
equipment . Subject to the obligations described above , Lessee may
remove such miscellaneous equipment upon termination of this
Lease , if the removal of such miscellaneous equipment will not
damage the Equipment . Without the prior written consent of
Lessor , Lessee will not make any other alterations , changes ,
modifications , additions , or improvements to the Equipment except
those needed to comply with Lessee 's obligations to change, add
to , or repair the modifications , additions , and improvements made
to the Equipment , other than miscellaneous equipment installed as
set Forth above . All such alterations , changes , modifications ,
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additions or improvements will immediately become a part of the
Equipment and will be covered by this Lease ( for all purposes ,
including the obligation of Lessee to retransfer title to Lessor
under Section 1 . 2 ) to the same extent as the Equipment originally
covered by this Lease . No such alterations , changes ,
modifications , additions and improvements may impair or reduce the
value of the Equipment .
10 . 4 Liens . Lessee will not directly or indirectly create ,
incur , assume, or suffer to exist any mortgage, pledge, lien ,
charge , encumbrance , or claim on or with respect to the Equipment
or any interest in the Equipment , other than as permitted by
Section 1 . 3 . Lessee promptly and at its own expense will take
such action as may be necessary to duly discharge any mortgage ,
pledge , lien , charge , encumbrance , or claim if the same arises at
any time , other than as permitted by Section 1 . 3 .
10 .5 Location of Equipment . The Equipment shall be located
and insta e y Lessee upon certain property in the City of Cape
Girardeau used as a golf course which has been leased from the
Cape Girardeau Junion Chamber of Commerce, d/b/a Cape Girardeau
Jaycees , all as provided in City Manager Form Ordinance No . 1263
passed and approved on October 17 , 1977 . Lessee will keep that
golf course lease in effect so long as this Lease Agreement is in
effect . Lessee will obtain the written consent of the Cape
Girardeau Jaycees to the location , installation , repair , and
maintenance of the equipment on the golf course property as
personal property which would be subject to removal by Lessor or
its assigns if title to the equipment is hereafter transferred to
Lessor upon termination of this Lease Agreement .
ARTICLE XI -- INDEMNIFICATION, INSURANCE, AND DAMAGE
TO OR DESTRUCTION OF THE EQUIPMENT
11 .1 Indemnification . Lessor assumes no liability for any
damages o any nature which in any way relate to or arise out of
ownership, delivery, lease , possession , use, operation, condition ,
sale or other disposition of the Equipment .
11 . 2 Damage to or Destruction of the Equipment . If a11 or any
part of t e Equipmen is ost, sto en , estroyed, or damaged ,
Lessee will give Lessor prompt notice of such event and will
repair or replace the same at Lessee 's cost within sixty days
after such event, and any replaced Equipment will be substituted
in this Lease by appropriate endorsement . If Lessee fails or
refuses to make the required repair or replacement , Lessee will
buy out the individual piece of �quipment not repaired or
replaced, at the next payment date (as set forth in Exhibit 5 . 1 ) .
No loss , theft , destruction , or damage to the Equipment will
impose any obligation on Lessor under this Lease, and tt� is Lease
will continue in full force and effect regardless of such loss ,
tt�eft, destruction , or darnage . Lessor does not assume any risk
and/or liability for loss , theft , destruction , or damage to the
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Equipment and for injuries or deaths of persons and damage to
property however arising , whether such injury or death be with
respect to agents or employees of Lessee or of third parties , and
whether such damage to property is to Lessee ' s property or to the
property of others .
ARTICLE XII -- MISCELLANEOUS
12 .1 Assignment and Sublease by Lessee . Lessee may not
assign , transfer , pledge , or encum er this Lease or any portion of
the Equipment (or any interest in this Lease or the Equipment ) or
sublet the Equipment, without the prior written consent of Lessor
which consent shall not be unreasonably withheld. Lessee agrees
that Lessor may impose on the Equipment such plates or other means
of identification as are necessary to indicate that the Equipment
is subject to this Lease and the restrictions set forth in this
Section .
12 . 1 Assignment and Sublease by Lessor . Lessor may freely
assign , transfer , pledge , or encumber this Lease or any interest
in this Lease . Immediately after receiving notice of such
assignment or transfer , Lessee will then make all payments
directly to the assignee or transferee (as its interests may
appear ) and, within thirty days of such assignment or transfer ,
Lessee will acknowledge the same to the assignee or transferee .
Any payments made in accordance with such assignment or transfer
�aill relieve Lessee of all liability to Lessor for such payments .
12 .3 Lessor ' s Right to Perform for Lessee . If Lessee fails to
make any payments or fails to satisfy any representation ,
covenant , warranty, or obligation , Lessor may (but need not ) make
such payment or satisfy such representation , covenant, warranty,
or obligation , and the amount of such payment and any expenses
incurred by Lessor , as the case may be , will be deemed to be
additional rent payable by Lessee on Lessor ' s demand .
12 . 4 Addresses . All notices and payments under this Lease
will be mailed or delivered, (a ) if to Lessee, at 401
Independence , P . 0. Box 617 , Cape Girardeau , Missouri , 63701; and
(b ) if to Lessor , at P . 0. Box 70 , Cape Girardeau , Missour. i ,
63701 , until either Lessee or Lessor gives written notice to the
other specifying a different address .
12 . 5 Manner of Payment . All payments by Lessee will be made
by check or by other manner acceptable to Lessor .
12 . 6 Nonwaiver . No breach by Lessee in the satisfaction of
any representation , covenant , warranty, or obligation may be
waived except by the written consent of Lessor , and any such
waiver will not operate as a waiver of any subsequent breach .
12 .7 Severance Clause . Any provision in this Lease which is
prohibited y aw wi e treated as if it never were a part of
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this Lease , and the validity of the remaining terms of this Lease
will be unaffected.
12 . 8 Entire Agreement; Addendum. This Lease and the attached
Exhibits cons itu e t e en ire agreement between Lessor and Lessee
and supersede any prior agreement between Lessor and Lessee with
respect to the Equipment , except as is set forth in any Addendum
which is made a part of this Lease and which is signed by Lessor
and Lessee .
12 .9 Amendments . This Lease may be amended only be a written
document signe3—}�y Lessor and Lessee .
12 . 10 Inurement. Subject to the restrictions in Section 12 . 1 ,
this Lease is in ing upon and inures to the benefit of Lessor and
Lessee , their respective successors and assigns .
12 .11 Governing Law. This Lease is governed by the laws of
the State o Missouri .
12 . 12 Headings . Headings used in this Lease are for
convenience o re erence only and the interpretation of tt�is Lease
will be governed by the text only.
EXECUTED THIS day of , A. D. 198
Centerre Bank of Cape Girardeau
Lessor
By
Tit e
CITY OF CAPE GIRARDEAU, MISSOURI
Lessee
By
Gary A. Ei e , City Manager
ATTEST:
A vin M. Stoverin , City C er
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EXHIBIT 1 .1
Installed Automatic Irrigation System, Cape Jaycee Golf
Course . An automatic irrigation system including piping ,
fittings , sprinkler heads , control wire , quick coupler valves ,
satellite controllers , master controller , automated pumping
station and acGessories .
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EXHIBIT 4 . 1
SCHEDULE OF RENTAL PAYMENTS
Lesseee City of Cape Girardeau , Missouri
Commencement Date: January 10 , 1987
Number and Frequency 20 Semi-annual Payments
of Payments:
First Payment Due: July 10 , 1987
Second Payment Due: . January 10 , 1988
Final Payment Due: January 10 , 1997
Original Term: June 30 , 1987
Renewal Terms: July 1 , 1987 to June 30 , 1988
July 1 , 1988 to June 30 , 1989
July 1 , 19a9 to June 30 , 1990
July l , 1990 to June 30 , 1991
July 1 , 1991 to June 30 , 1992
July 1 , 1992 to June 30 , 1993
July l , 1993 to June 30 , 1994
July 1 , 1994 to June 30 , 1995
July 1 , 1995 to June 30 , 1996
July 1 , 1996 to December 31 , 1996
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EXHIBIT 4 . 1 (Continued)
AMORTIZATION SCHEDULE
Principal : $204 , 281 .00
Interest Rate: * $ Total Interest Cost $63 ,446 . 16 for 5 yrs .
Payments : $ See Below Semi-Annually, in_ arrears
PAYMENT SCHEDULE
PAYMENTS
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DATE PRINCIPAL INTEREST TOTAL
July 10 , 1987 $ 7 ,533 . 17 $ 6 ,254 .91 $ 13 ,788 .08
Jan . 10 , 1988 7 ,466 . 75 6 ,667 . 13 14 ,133 .88
July 10 , 1988 7 ,789 . 50 6 ,344 . 39 14 ,133 . 88
Jan . 1� , 1989 7 ,833 . 14 6 ,651 .06 14 ,484 . 20
.Tuly 10 , 1989 8 , 223 .96 6 ,260 . 24 14 ,484 . 20
Jan . 10 , 1990 8 ,421 . 58 6 ,062 . 62 14 , 484 . 20
July 10 , 1990 8 ,824 .02 5 ,660 . 18 14 ,484 . 20
Jan . 10 , 1991 9 ,053 .57 5 ,430 . 63 14 ,484 . 20
July 10 , 1991 9 ,468 , 49 5 ,015 .71 14 ,484 , 20
Jan . 10 , 1992 9 ,732 . 34 4 ,751 .86 14 ,484 . 20
July 10 , 1992 10 , 136 .78 4 ,347 . 43 14 ,484 . 20
Jan . 10 , 1993 To be renegotiated
July 10 , 1993 "
Jan . 10 , 1994 "
July 10 , 1994 "
Jan . 10 , 1.995 "
July 10 , 1995 "
Jan . 10 , 1996 "
July 10 , 1996 "
Jan . 10 , 1997 "
* Commencement Date to July l , 1987 - 6 .09$
July 1 , 1987 , to July 1 , 1988 - 6 . 63�
July 1 , 1988 , to July l , 1992 - 7 . 17$
July 1 , 1992 , rate to be renegotiated.
-14-
EXHIBIT 5 . 1
Column "A" Column "B"
Purchase Option Price Effective Date
$196 ,747 . 83 7/10/87
$189 , 281 . 08 1/10/88
$181 ,491 .58 7/10/88
$173 , 658 . 44 1/10/89
$165 ,434 � 48 7/10/89
$157 ,012 . 90 1/10/90
$148 , 188 . 89 7/10/90
$139 , 135 . 31 1/10/91
$129 ,666 . 83 7/10/91
$119 ,934 . 48 1/10/92
$109 ,797 . 70 7/10/92
-15-
EXHIBIT 9 .5
ACCEPTANCE CERTIFICATE
The undersigned ( "Lessee" ) under the Equipment Lease
Agreement (The "Lease" ) dated , 198 ,
with Centerre Bank of Cape Girardeau , acknowledges receipt in
good condition of all of the leased equipment described in the
Lease and in Exhibit 1 .1 to the Lease this day
of , 198 , and certifies
that _
has fully and satisfactorily performed all of its covenants and
obligations required under the Lease .
CITY OF CAPE GIRARDEAU, MISSOURI
Lessee
By
Gary A. Eide , City t�lanager
ATTEST:
Alvin M. Stoverink , City Clerk
-16-
. .. . .._ ,
coNsrNT .
The Cape Girardeau Junior Chamber of Commerce, d/b/a Cape Girardeau
Jaycees, Lessor in a Golf Course Lease dated November 7, 1977, with the City,
oE Cape Girardeau, Missouri, as Lessee, hcreby consents to Lessee's intended
installation of an automatic irrigation system upon the premises, and �
further agrees that the system will be and remain personal property even
[hough portions thereof may be buried and otherwise affixed to the real
property, and further consents [o the transfer by Lessee of the ownership of
the system to a third party (herein called "Bank") which will in turn lease
back the system to Lessee with the option to buy and subject to various
other security interests, and further consents that in the event it shall
become necessary for the Bank or its assignees to foreclose its security
interest in the system or otherwise take possession of the system because of
deEault by Lessee in the terms of the sale–leasebacic agreement, the Bank or
its assignees may (but shall not be required) to enter the premises and
remove the system at its own expense free and clear oE any claim by Lessor
within 6 months of the declaraCion of default, provided that if the system
be not so removed it sha11 Chereafter be deemed abandoned and become the
property of Lessee ox Lessor as their interests shall appear.
DATGD �. ��_, 1936. '
THE CAPE GIRARDEAU JUNIOR
CHAMBER OF COMMERCE •
/ J/
BY �'C�l���'��G�C�
President
TTGST:
. •�,,`
� ��J� : _ ..
/� cretary
��
STATE OF MISSOURI )
) ss
COUNTY OF CAPE GIRARDEAU )
f�hn O,,n,, t//his �,�.-/-da of �(��(D�,� /j,pn/ , 1986, before me appeared
�'��-+� �Gl1/���� to me personally known, who, being by me duly
sworn, did say that he is the President of The Cape Girardeau Junior Chamber
of Commerce d/b/a Cape Girardeau Jaycees, a Missouri Pro Forma Decree
Corpora[ion of Cape Girardeau, Nlissouri, and that the seal aEfixed to the
Eoregoing instrument is the corporate seal of the said corporation and [he
instrument was signed and sealed in behalf of said Corporation by authority
of its Board of Directors and acknowledged said instrument to be Che free
ac[ and dced of said Corporation.
IN TESTIMONY WHCRGOF, I have hereunto set my hand and affixed my
official seal at my office the day and year First above written.
' �y__�����CC(_J � 47���C�iT/Y(QiV
NOTARY PUBLIC
P Commission Cxpires:
%���c�.c �� l 9�9 �