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HomeMy WebLinkAboutCooperation Agr for St. Vincent Seminary Property.2nd Amendment BILL NO. 04-4 ORDINANCE NO. 3(11S AN ORDINANCE AUTHORIZING THE EXECUTION OF A SECOND AMENDMENT TO AMENDED AND RESTATED COOPERATION AGREEMENT FOR ST. VINCENT SEMINARY PROPERTY BETWEEN SOUTHEAST MISSOURI STATE UNIVERSITY AND THE CITY OF CAPE GIRARDEAU WHEREAS, on January 25, 1999, Southeast Missouri State University and the City entered into an Amended and Restated Cooperation Agreement for St. Vincent Seminary Property (as amended, the E: "Cooperation Agreement"); and WHEREAS,the City finds it necessary and desirable to further amend the Agreement; NOW, THEREFORE,BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,MISSOURI,AS FOLLOWS: Section 1. The City Manager is hereby authorized and directed to execute, on behalf of the City, the Second Amendment to Amended and Restated Cooperation Agreement for St. Vincent Seminary Property (the "Second Amendment") between the City and the University, and the City Clerk is hereby authorized and directed to attest to said document and to affix the seal of the City thereto. The First Amendment shall be in substantially the form attached hereto as Exhibit A, which document is hereby approved by the City Council,with such changes therein as shall be approved by the officers of the City executing the same. Section 2.This Ordinance shall be in full force and effect 10 days after its passage and approval. PASSED AND APPROVED THIS `", 'day of :max-) ,20( L-( . K.--1- -y.Q17-- --____ { L..r , ayor ;;r3(SEA t. k 14.1,,S lo--, 0: J i;,A.'/:,'•, ;r. , 14, ,:fsSt'.f��.Vi ,l ST:i: ''•i'h` F. g 4 .✓JJ� 1J - • SECOND AMENDMENT TO AMENDED AND RESTATED COOPERATION AGREEMENT FOR ST.VINCENT SEMINARY PROPERTY t This Second Amendment to Amended and Restated Agreement (this "Second Amendment"), is made this , W t 71 day of A ,20 C -(,between Southeast Missouri State University,a state educational institution of;Ile State of Missouri (the "University") and the City of Cape Girardeau, Missouri,a home rule city and political subdivision of the State of Missouri (the "City"). RECITALS A. On January 25, 1999,the University and the City entered into an Amended and Restated Cooperation Agreement for St. Vincent Seminary Property Redevelopment Agreement(as amended, the "Cooperation Agreement"). B. The parties agree to amend the Cooperation Agreement as herein provided. AGREEMENT Now, therefore, in consideration of the premises and promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Paragraph 3 of the Cooperation Agreement is hereby amended by inserting the following sentence at the end of said paragraph: "Notwithstanding any provision to the contrary set forth in the Agreement, Ordinance 3111 or the letter dated November 14, 2002 from the University (executed by Kenneth W.Dobbins,President)to the City,the parties agree that the City's payment obligation under this Agreement shall terminate when the principal of, redemption premium and interest on the Bonds (as hereinafter defined) have been paid in MI or provision for such payment has been paid in accordance with the documents pursuant to which such Bonds were issued and the City has reimbursed the University for all amounts paid by the University with respect to the principal of or interest on. the Bonds or to replenish the debt service reserve fund with respect to the Bonds, in either case, resulting from the insufficiency of the proceeds of the hotel/motel/restaurant license tax set forth in Section 15-397 to provide funds to pay the principal of and interest on the Bonds as and when due (the "Payment of the Bonds"). The University agrees that if at any time the City appropriates and provides to the University proceeds of the hotel/motel/restaurant tax in an amount sufficient to provide for the Payment of the Bonds in full, the University will promptly apply such proceeds to the defeasance of the Series A Bonds in accordance with the terms of,the Trust Indenture relating to the Series A Bonds. For the purposes of this Agreement, "Bonds" means the Missouri Development Finance Board Educational Facilities Revenue Bonds (Southeast Missouri State University River Campus Project), Series 2003A originally issued in the principal amount of$9,975,000 and any Bonds or other obligations issued for the purpose of refunding the same. In no event, however, shall more than$16 million of the proceeds of the hotel/motel/restaurant license tax set forth in Section 15-397 be used to pay the principal of and interest on the Bonds unless the total amount of such principal and interest is increased due to refunding the Bonds to extend the maturity thereof to prevent the available proceeds of such tax from being insufficient to pay the principal of and interest on the Bonds as and when due." 2. Except as amended hereby, the Cooperation Agreement is and shall remain in full force and effect in accordance with the provisions thereof. UCL-10— CJCJ.J 10•CJ,. V a I I gni inuu a ♦.rn I., 411, iV ' •�'" R ' 3. This Second Amendment may be executed in multiple counterparts, each of which shall constitute one and the same instrument. - - 4. In the event of any inconsistency between the terms and provisions of the Cooperation Agreement and this Second Amendment, the terms and provisions of this Second Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above. CITY OF CAPE GIRARDEAU,MISSOURI Douglas eslie,City Manager ATTEST: Gayle L.9nrad, City Clerk SOUTHEAST MISSOURI STATE UNIVERSITY By: 'liK" Donald L.Dicker•on� President of the 'oard of Regents • "1Yr/p ���L����i�' f°- Y l