HomeMy WebLinkAbout1993-26 - Contract and Lease with Missouri Gaming Company - NOT 1993 ORIGINALBILL N0. /~_~~_
ORDINANCE Q~-2~_
AN ORDINANCE AUTHORIZING THE EXECUTIGN OF A CCNTRACZ AND
LEASE WITH MISSCURI GAMING COMPANY FOR THE DEVELOPMENT OF A
RIVERBGAT GAMING SITE.
WHEREAS, on April 6, 1993, the voters of the City of
Riverside approved riverboat gambling by a vote of 285 yes and
138 no, and
WHEREAS, the City developed a preliminary request for
proposal and proposals were on April 1, 1993 received from
eight (8) entities forr.he development of a riverboat. gambling
facility, and
WHEREAS, a Steering Committee appointed by the City heard
the proposals of each applicant who requested to be heard and
selected the three proposals which was felt to be best. in the
community's interest, and
WHEREAS, three subsequent written proposals were presented
to the Board of Aldermen and the Steering Committee on May 4,
1993, and
WHEREAS, the Steering Committee carefully considered each
of the final proposals and unanimously selected the proposal of
Missouri Gaming Company.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The agreement and lease which leases a portion
of one of the City's parks and which sets the compensation and
terms t.o be paid t_o the City is attached hereto and made a part
of this ordinance as though fully set out herein.
Section 2. The City intends by this lease to select
Missouri as its applicant for riverboat zoning and does by this
ordinance support the Lana based economic development of
Missouri on the site indicated in the lease.
Section 3. The Mayor and City Clerk are directed to take
such further action as may be necessary to implement the intent.
of this ordinance.
PASSED THIS ,~%[~ DAY OF _ __, 1993.
`~¢~~~ n
MAYCR ----
ATO~T
CITY CLERK //
APPROVED THIS ~h~t, DAY OF ~~~_'--' 1993.
_1 ~~~ . -__12~ c_f_e~,
MAYOR
0756S
Revised 06/02/93
1
CONTRACT
BETWEEN
CITY OF RIVERSIDE, MISSOURI
AND
MISSOURI GAMING COMPANY
AND
ARGOSY GAMING COMPANY
a
TAB OF CO NTENTS
ACCESS
ACCOUNTING RECORDS
AMENDMENT
AUDII RIGHT TO
BANKRUPTCY
CONDEMNATION
Substantial Condemnation
+' Prompt Notice
Insubstantial Condemnation
CONSIDERATION FOR LEASE
Initial Monthly Payment
Commencement Date Payment
Minimum Rent
Adjusted Gross Receipts
Admission Fees
Percentage Rent
COOPERATION IN LICENSING
CUMULATIVE REMEDIES
DAMAGE OR DESTRUCTION .
DEFAULT
Monetary Default
Non - monetary Default
Remedies
Re -entry
Section
34
22
46
23
30
28
28A
28B
28C
5
5A
5B
5C
5D
5D
5E
2
43
27
35
35A
35B
35C
35D
5
DEFINITIONS
- Adjusted Gross Receipts
Admission Fees
Business Day
Commencement Date
County
Default
Docking Fee
Estoppel
Fiscal Year
Golf Course
- Tenant's Annual Statement
Unavoidable Delay
DOCKING FEE
ENTIRE AGREEMENT
ESTOPPEL CERTIFICATES
Rights of Each Party
Failure to Execute Estoppel Certificate
EXCAVATION OF MARINA
F EXHIBITS
Argosy Land
- City Land
Estoppel Certificate
Site of Gambling Facility
- Performance Bond
Guaranty
Escrow Agreement
FORCE MAJEURE
GOLF COURSE (Development Promises)
GOVERNING LAW
- GUARANTEE OF PERFORMANCE OF CONDITIONS
INDEMNIFICATION
Section
1
IA
1B
1C
1D
lE
1F
1G
1H
lI
1J
1K
1L
6
45
wl-�
38A
38B
17
A
B
C
D
E
F
G
33
10
48
8
25
M
Section
INJUNCTION, RIGHT OF
44
INSURANCE
26
Liability
26A
Workers' Compensation
26B
First Rent Period
26C
Deductibles
26D
Policy Requirements and Endorsements
26E
- Additional Insureds
26E(1)
- Primary Coverage
26E(2)
- Contractual Liability
26E(3)
- Insurance Carrier Standards
26E(4)
Deliveries to City
26F
Blanket and Umbrella Policies
26G
Missouri's Inability to Obtain Insurance
26H
INTERPRETATION
42
LEASE
3
LEASE EXTENSION
9
LIQUIDATED DAMAGES
7
LIQUOR LICENSE
19
MEMORANDUM OF LEASE
32
NET WORTH COVENANT
13
NOTICES
39
ON -SITE IMPROVEMENTS BY MISSOURI
11
PARTIAL INVALIDITY
47
PAYMENT, MEANS OF
24
PERFORMANCE BOND FOR ALL IMPROVEMENTS
14
REPAIRS AND MAINTENANCE
20
RESTRICTIVE COVENANT
40
SECOND BOAT, DESIGN OF
12
ti
SECURITY
TAXES
TERM
TERMINATION
THIRD PARTY BENEFICIARIES
TIME PERIODS
TITLE, STATUS OF
TRANSFER BY MISSOURI
USE OF PROPERTY
WAIVERS
No Waiver by Silence
No Landlord's Lien
ZONING CLAUSE
Section
15
16
4
36
41
49
31
29
21
37
37A
37B
18
I
LEASE AND DEVELOPMENT AGREEMENT
This agreement made this �� day of n�f , 1993, by
and between THE CITY OF RIVERSIDE, MISSOURI, hereinafter called
"City" and MISSOURI GAMING COMPANY, hereinafter called
"Missouri".
WHEREAS, the City has requested proposals for a riverboat
gaming development located on the shores of the Missouri River
in Riverside, Missouri, and
WHEREAS, Missouri responded to the request for proposals
through its parent company, Argosy Gaming Company. In its
proposal, Missouri made certain commitments concerning design
and operation of the riverboat gaming project and to confer
certain economic benefits on the City, provided a license is
issued by the State Gaming Commission, and
WHEREAS, the City has accepted Missouri's proposal and this
agreement sets forth the various development and economic
obligations that Missouri has to the City, and
WHEREAS, the City and Missouri have mutually agreed that it
is in their mutual interest that the City lease to Missouri a
portion of their City park (as hereafter defined) for the
development of a golf course and that Missouri convey to the
City certain real estate owned by it in order to complete the
assemblage for the golf course. It is jointly agreed that the
z
golf course is an attractive amenity next to the gaming site
and that the building of the course will benefit both the City
and Missouri, and
WHEREAS, the City and Missouri have mutually agreed that it
is in their interest that the City own and lease to Missouri
realty between the gambling site and the City park, and,
further to provide that in the event of abandonment of the
gambling site that there will be an appropriate barrier between
-- the City's park and the gambling site.
NOW, THEREFORE, in consideration of the promises and mutual
covenants and conditions contained herein, the parties agree as
follows:
1. DEFINITIONS For purposes of this Agreement, the
following definitions shall apply:
A. Adjusted Gross Receipts. Adjusted Gross Receipts
from licensed gambling games and devices less winnings
paid to wagerers.
B. Admission Fee. The fee applicable to each person
embarking on the excursion gambling boat with a ticket
of admission. If tickets are issued which are good
for more than one excursion, the admission fee shall
be paid for each person using the ticket on each
excursion that the ticket is used. If free passes or
- complimentary admission tickets are issued, then
L
3
Missouri shall pay the same fee upon these passes or
complimentary tickets as if they were sold at the
regular and usual admission rate, however, Missouri
-
may issue fee free passes to actual and necessary
officials and employees of Missouri or other persons
actually working on the excursion gambling boat.
C.
Business Day. Any weekday on which banks in
Missouri are generally open for the conduct of
business with bank personnel, in person, of regular
banking business.
D.
Commencement Date. The date in which the building
or the excursion gambling boat are first opened to the
public or one (1) year after licensing by the State
: --
Gaming Commission whichever shall first occur.
E.
County. Platte County, Missouri
F.
Default. Any monetary default or non - monetary
default.
G.
Docking Fee. The fee charged now or hereafter
charged by the City for docking.
H.
Estoppel Certificate. A statement in writing
containing all (or, at the option of the requesting
party, only some of) the statements set forth in the
form attached as Exhibit "C" and containing such
additional non - confidential information relating to
F1
this lease, the premises and the excursion gambling
boats, as the requesting party may reasonably specify.
I. Fiscal Year. Missouri's actual fiscal year as in
effect from time to time. Such term shall also mean
and refer to any partial fiscal year arising because
of a change in Missouri's fiscal year or because of a
._ variation between the commencement date of Missouri's
fiscal year and the date when Missouri is required to
i commence to pay Percentage Rent (subject to proration
of any payments calculated on the basis of a fiscal
r
year).
J. Golf Course. A Par -3 golf course located in part on
I
land belonging to the City and leased to Missouri
under the terms of this agreement and in part on land
owned by Missouri and all of the land being leased and
controlled by the City.
K. Tenant's Annual Statement. A statement of the
adjusted gross receipts and admission fees for the
premises and the excursion gambling boat for each
fiscal year for which percentage rent is due under
this lease, prepared by the accounting department of
Missouri and delivered to City on or before the one
hundred twentieth (120th) day following the fiscal
year.
5
L... Unavoidable Delay. Delay in performance of any
obligation under this lease excluding any obligation
to pay money arising from or on account of any cause
arising beyond the reasonable control of Missouri to
perform the obligation shall be the following,
strikes, flood, condemnation, government pre - emption
(including Corp of Engineering permits and
environmental permit that are processed by Missouri in
i a timely manner which the City shall be the sole judge
of whether Missouri is using its best efforts to
process all such permits in a timely manner), war,
riots, and any other cause beyond the party's
reasonable control whether similar or dissimilar to
the cause specifically enumerated in this paragraph,
but in no event shall unavoidable delay be deemed to
include any delay caused by the Missouri's financial
condition.
2. COOPERATION IN LICENSING The City agrees to
cooperate fully with Missouri in supporting and promoting the
license application of Missouri and to further cooperate with
Missouri in obtaining all necessary permits to operate a
riverboat gaming facility.
3. LEASE Missouri leases from the City the following
described property in order to permit the building and
6
development of a portion of the golf course, legal attached as
Exhibit "A ".
4. TERM The term of this lease shall begin on the
date first opened to the public or one (1) year after licensing
by the State Gaming Commission whichever shall first occur and
shall continue for a period of five (5) years.
5. CONSIDERATION FOR LEASE.
A. Initial Monthly Payment. Missouri shall pay to City
prior to the beginning of the term the sum of Ten
Thousand Dollars ($10,000.00) per month payable
monthly in advance from the date of the execution of
this lease until the earliest of the following events:
i
(1) The commencement date (date first opened to the
public) or or
(2) One (1) year after licensing by the State Gaming
Commission whichever shall first occur.
B. Commencement Date Payment. On commencement date
(date first opened to the public or one (1) year after
licensing by the State Gaming Commission whichever
shall first occur) the sum of One Million Dollars
($1000,000.00) payable in cash to the City. It is
anticipated that the City will use said sum for the
finishing of the City Park but shall not be legally
required to use the sum for this purpose. It is
agreed that this payment is a one time payment and it
shall not be construed as an annual payment.
C. Minimum Rent. An additional payment of Five Million
Dollars ($5,000,000.00) payable in cash in advance
rent to the City on commencement date (whichever shall
first occur being the earliest of the opening date or
one year after licensing by the State Gaming
Commission). The minimum guaranteed rent is in the
amount of One Million Dollars ($1,000,000.00) per year
which shall be paid by Missouri to the City without
regard to income from gaming revenues for the first
i
five (5) years. It is agreed that the interest earned
on the advance rent paid to the City is the property
of the City and shall under no circumstances be
credited or rebated back to Missouri in the event that
it should cease operation. If the Tenant shall cease
operation of the premises prior to the fifth (5th)
anniversary of the commencement date, then all amounts
remaining due to the Tenant as advance rent deposit
shall be forfeited.
D. Adjusted Gross Receipts and Admission Fees. In
addition to the payments due in the preceding
paragraphs, the City shall be entitled to the adjusted
D
gross receipts and admission fees now or hereinafter
set by state statute, as the same exists as of the
time of execution of this document and which is
presently designated Senate Bills No. 10 and 11,
provided however, in the event that the payment of
said fees to the City shall be declared
unconstitutional or the percentage payable to the City
shall be modified downward by the State Gaming
Commission or should for any other reason be legally
uncollectable, then the rent shall be increased by an
amount equal to the tax revenue and admission fee
revenue reduction which is suffered by the City.
Notwithstanding any other provision of this paragraph
5D, it is the intention of the parties that if the tax
rate in force at the time of the execution of this
contract is changed or reduced by court or legislative
action in such a fashion that Missouri receives any
decrease of the revenue that it has to pay, then the
rent to the City shall be correspondingly increased by
that amount. If the current tax rate is changed or
reduced to the City in any manner so that the net
result is no economic benefit or gain to Missouri,
then this paragraph 5D, shall be inapplicable, and no
increase in rental shall be required. Notwithstanding
any other provision, the City shall still receive its
$1,000,000.00 per year as provided in paragraph 3C.
9
E. Percentage Rent. As further consideration for this
lease, Missouri shall pay in years one through five of
this lease, percentage rent in the amount of two
percent (28) of the adjusted gross receipts and
admission fees in excess of One Hundred Million
Dollars ($100,000,000.00). Provided further, in the
event that Missouri shall not be required to cruise by
the State Gaming Commission, then the percentage rent
shall be three percent (38) of adjusted gross receipts
in excess of One Hundred Million Dollars
($100,000,000.00) for the first five (5) years of this
lease. Provided further in the event that the state
statute shall be amended (in such fashion as to
provide more than 2% of the adjusted gross receipts)
or the Gaming Commission shall order during the first
five (5) years of this lease adjusted gross receipts.
to the City to be in excess of two percent (2 %), then
the percentage rent shall be reduced by the amount of
the percentage of increase.
6. DOCKING FEE In the event that any of the fees
provided in paragraph 3 are declared invalid by any court,
reduced or changed by the State Gaming Commission, then
Missouri shall pay an annual docking fee to the City of
10
Riverside equal to the amount declared invalid or reduced.
Missouri agrees that it will procure the necessary rights and
construct all appropriate infrastructure improvements required
-- to dock. the riverboat gambling vessel on its property and not
upon property leased to the City. Notwithstanding anything to
the contrary in this lease, a building /excursion gambling boat
equipment lien shall not constitute a prohibited lien and
nothing in this lease shall prohibit Tenant from creating any
F building, excursion gambling boat equipment lien.
7. LIQUIDATED DAMAGES IN THE EVENT OF FAILURE TO PERFORM
DEVELOPMENT PROMISES Missouri agrees that it shall be
obligated to perform all the obligations of this contract and
r
will provide a street to the City's standards from 169 to the
parking lot, a parking lot to the City's standards, and have a
boat in operation within one (1) year after licensing or pay
F liquidated damages in the amount of $100,000.00 for each month
thereafter until the improvements are complete. It is agreed
in advance that the actual loss occasioned to the City arising
- -- from the breach of this agreement would be difficult of
determination. Missouri further agrees within two (2) years
after licensing to complete all remaining infrastructure and
improvements contemplated in this agreement (including but not
limited to the completion of the golf course and completion and
having in operation the second boat in Riverside as specified
11
by paragraph 12 or pay liquidated damages in the amount of
$100,000.00 per month for each month thereafter until the
improvements are complete. It being agreed in advance that the
damages occasioned to the City for breach of this agreement
would be difficult. of determination. Missouri further agrees
that the City may in addition to its remedy of liquidated
damages declare this contract null and void if the remaining
improvements are not completed within two (2) years after
licensing. It is agreed that these liquidated damages shall be
in addition to the other consideration due under this lease and
not in lieu thereof.
8. GUARANTEE OF PERFOR MANCE OF THE CONDITIONS OF THIS
AGREEMENT As consideration for the City entering into this
agreement, the Applicant's parent company, Argosy Gaming
Company, will upon selection by the City of Riverside of
Missouri and the City's passage of a resolution designating
Missouri as its riverboat operator execute the attached
guaranty to guarantee the performance of all the obligations of
this lease and agreement including but not limited to the
payment of all sums due under this lease and the performance of
all development obligations.
9. LEASE EXTENSION If Missouri has kept its promises
and covenants under this agreement, then it may extend the
lease for the first initial term for an additional five (5)
12
years under the same terms and conditions as this lease except
for the amount of compensation which shall be as follows. If
Missouri remains in compliance with all of its obligations of
this lease, then Missouri shall have two (2) options of
successive five (5) year periods to extend the terms and
conditions of this lease under the same terms and conditions
except for the compensation provisions which are hereafter
spelled out. Argosy shall, at all times during any of the
extensions of this lease, be totally liable on its guarantee.
Missouri shall give the City notice of its intention to
exercise each option within ninety y (90) days of the expiration
of the then current term.
L
A. In years 6 through 20, there shall be no annual
guaranty of minimum annual rent but Missouri shall pay
in addition to the gaming revenues due by statute the
following:
2% of the first $50 Million of adjusted gross
receipts
3% on adjusted gross receipts between $50 -100
Million
4% of adjusted gross receipts in excess of $100
-_ Million
Provided further, in the event that at any time during
this lease or any extension thereof, the boat will not
13
be required to cruise and may remain dock side, then
the percentage rent may increase by one percent (18)
in every category listed above.
It is the intention of the parties to negotiate in
good faith for additional extensions of this contract
taking into account both the investment of Missouri in
the project -and the success to the City of the
operation and the income that has been generated to
the City.
10. DEVELOPMENT PROMISES WITH REGARD TO GOLF COURSE. As
further consideration to cause the City to enter into this
agreement, the developer has promised to develop at a cost of
not less than $600,000.00 a nine -hole Par 3 golf course at its
sole cost. It is agreed that 12 acres of the golf course shall
be on Missouri's property and 2 acres but not more than 24
acres of the golf course shall be on the land leased from the
,
City by Missouri. It is further agreed that the legal
description of each tract will be determined by survey by a
mutually agreeable surveyor and the appropriate clarifying
legal descriptions affixed by Addendum to this contract.
Missouri agrees to deposit in escrow the deed for its portion
of the land developed as a golf course. If at any time during
the term of this lease or any extension thereof, Missouri shall
cease operation or breach the terms of this lease, then
Missouri agrees that the escrow agent
14
may record the deed to the portion of the land owned by
Missouri and the golf course shall be solely the property of
the City.
Missouri further agrees that in the event the City should
decide in its sole discretion that it does not wish to have a
golf course developed, then Missouri shall pay to City on
commencement date the further sum of $600,000.00. It shall be
the obligation of the City if it does not wish the golf course
developed to advise Missouri in writing within 120 days after
the execution of this lease.
Missouri shall at all times keep all realty involving the
golf course without lien or encumbrance. In the event the City
i'
elects not to develop a golf course and to instead take the
- cash deposit, then the same shall be payable on commencement
date and Missouri's lease of the land described on Exhibit "A'
shall remain in full force and effect. Missouri shall cnnAucr
no improvements or operations on the City owned leased property
without the written consent of the City.
Missouri agrees upon request of the City, if the City
desires to develop the golf course, to sublease the portion of
the realty described on Exhibit 'B" that has developed as a
golf course to the City for One Dollar ($1.00) per year. The
golf course shall be developed by Missouri by two (2) years
- after licensing by the State Gaming Commission. In the event
15
that the golf course is developed, then all revenue and profit
r from the golf course shall belong to the City and the
obligations of maintenance and operation shall be the
obligation of the City. The City shall be required to maintain
appropriate liability insurance in the amount set forth in
paragraph 26 with Missouri as an additional insured to protect
it from liability claims that may arise in the event that City
should elect to operate the golf course.
The City shall be entitled to secure information to verify
the sums promised to be spent on the golf course expenditure
and Missouri's failure to expend the sums promised to be spent
I
shall be regarded as a breach of the terms of paragraph 6 as
well as a breach of this agreement.
Missouri further agrees to permit no mechanic's, vendor's,
laborer's or material supplier's statutory lien or other
similar lien arising by reason of work, labor, services,
- equipment or materials supplied to Tenant.
Missouri shall not be required to build a street within the
City park or within the land leased to it by the City. Nor
shall it be required to build a bridge over Line Creek. In the
event that Missouri desires to build any such road or street,
then such improvement shall be entirely the obligation of
Missouri and no portion of the One Million Dollar
($1000,000.00) park grant shall be reduced by virtue of such
16
an expenditure.
i . It shall be the obligation of Missouri to build all
off -site improvements including without limitations, streets,
lighting, sewers, drainage and water line to the City's
standards from the gaming facility to the present location of
the street or utility and include in their sewer and water
infrastructure provisions (at no cost to the City) adequate to
serve the City park. These facilities shall be made available
to the City to connect with at such time as the City develops
its park.
11. ON -SITE IMPROVEMENTS BY MISSOURI As further
consideration to cause the City to enter into this agreement,
Missouri has promised to make the following on -site development
expenditures:
A. Minimum 30,000 sq. ft. casino
B. 70,000 sq. ft. on land support facility, including:
- (1) Banquet facility (to accommodate up to 500
people);
(2) Gourmet or Theme restaurant;
(3) Food Kiosks in a food court setting
i
(4) Two lounges
Sports Bar
Nightclub
(5) Kitchen facilities;
17
(6) Ticketing;
(7) Employee Dining Area;
(8) Employee locker room;
(9) Maintenance facilities;
(10) Offices.
C. Hard surfacing parking in compliance with the
City's ordinances for not less than 1,000
vehicles.
D. In the event Missouri is required to build any
roadways for access to its site, then such
roadway shall be in compliance with the City's
ordinances and not less than 52 feet wide
(roadway - four 12 ft. lanes) with street
lighting, storm drainage, roadway signaling,
drainage, lighting and landscaping.
12. DESIGN OF SECOND BOAT Missouri has represented to
the City that it has available to it for its immediate use a
boat known as the "Alton Belle% Missouri has also represented
that it has the resources, plans and ability to start
construction immediately after state licensing, and upon being
I
notified by the Missouri Gaming Commission of the requirement
of whether the new gaming facility shall be required to cruise
and to complete and have in service the new boat within one (1)
year after licensing and after the requirement of cruising is
18
announced. Said new cruise liner shall be not less than 200
feet long and 50 feet wide with three (3) decks and of a cost
of not less than $7,500,000.00 and which will accommodate
approximately 1400 passengers and crew, unless navigational,
safety, or Coast Guard issues warrant that a different capacity
(but not cost) vessel be constructed. The City shall be
-- entitled to complete financial information and plans to verify
this development expenditure and in the event of the
F developer's failure, without written consent from the City
which is not to be unreasonably withheld, to build the new
gaming facility or to expend the sums promised to be spent
-- shall be regarded as a breach of paragraph 7 as well as a
breach of this agreement. Provided however, in the event that
Missouri is using its best efforts, as determined by the City,
to complete the new boat and gaming facility within said time
period, then it shall not be regarded as either a breach of
i
paragraph 7 or a breach of this agreement.
13. NET WORTH COVENANT Missouri will maintain a book
net worth at all times equal or exceeding $5,000,000.00 at the
close of each fiscal year. No distributions will be made by
Missouri which would violate this covenant without the prior
-- written consent of the City, which consent shall not be
unreasonably withheld.
14. PERFORMANCE BOND FOR ALL IMPROVEMENTS In addition
to the liquidated damage clause, Missouri will execute a
performance bond for all on -site and infrastructure
r
19
improvements to be constructed by Missouri in the form of the
attached Exhibit 'E' in the amount of $10 and will
place the sum of $6,600 in escrow pursuant to the
attached escrow agreement marked Exhibit 'G'. The execution of
the escrow agreement and posting of the $6,600,000.00 shall be
within fifteen (15) days after the execution of this
agreement. The performance bond shall be posted within ninety
(90) days and in the event the insurance company writing the
performance bond requires more specific contract
specifications, the City may extend the time for posting for
- the necessary time to develop the specifications.
It is agreed between the parties that the purpose of this
paragraph is to assure the completion of all improvements and
I
the payment of all sums due to the City. When the obligations
of all construction including the second boat required in this
contract are complete, then Missouri and Argosy shall no longer
be required to post a performance bond but may be required by
the City to post a bond to assure the payment of all sums due
to the City. The cost of the escrow agent shall be paid by
Missouri.
- 15. SECURITY It shall be the obligation of Missouri to
provide all security on the facilities to secure a safe and
secure environment for the members of the public that enter the
facilities.
16. TAXES In the event of any ad valorem tax or other
tax being assessed against any of the property described in
this agreement, then it shall be the obligation of Missouri to
discharaP that #-AY
20
17. EXCAVATION OF MARINA Missouri shall perform such
excavation at the site described in Exhibit •D" as is necessary
to create an area to operate its riverboat facility, and City
agrees to cooperate fully with Missouri to grant the necessary
construction permits, obtain the` necessary Corps of Engineer`
permits, and to obtain proper zoning, if needed, so that
construction may begin as soon as possible. Should Missouri
determine that the Marina cannot be completed economically, or
alternatively, should permitting or Corps of Engineers issues
delay the opening of the gaming facility, Missouri may elect to
i
proceed with its riverboat gaming facility and related complex
without the use of a harbor. Said contingency shall only be
permissible by Missouri if a harbor would cause a delay in the
opening of a gaming facility. The City agrees that it will be
the applicant to the Corps of Engineers for all Section 404 and
Section 10 permits with Missouri providing all engineering
"- data, etc.; and, Missouri agrees to hold the City harmless from
the costs and expenses of the application process.
18. ZONING CLAUSE Missouri has reviewed the proposed
zoning for riverboats in the City. In the event this ordinance
or ordinance substantially similar is not adopted, then all
provisions of this agreement except for the payment of the
X10,000.00 per month are expressly conditioned upon the
granting by the City of appropriate zoning to allow the
21
operation of a riverboat at the site indicated.
In the event that the ordinance in either its present form
or in a form substantially similar shall�be adopted, then this
contract except for the $10,000.00 per month is contingent upon
Missouri's completion of an application and being approved for
a special permit to have zoning at the site of the boat and an
approved site plan, the Planning Commission waiving screening
requirements contained in paragraph 4 (a) and (b) of the
- proposed ordinance, and waiving the provisions in paragraphs 7,
8, 10 and modifying parking to not more than 1008 of the legal
! capacity of the commercial boat to be built under paragraph 11
(a), waiving paragraph 17 as to signs so that only the existing
general sign ordinances of the City shall apply to this
facility, waiving the requirement of sprinkling in paragraph 22.".
and waiving he
g performance bond requirements of paragraph 23. .
Missouri agrees to make an appropriate zoning application
within thirty (30) days after the execution of this contract
and to process the application in a timely fashion.
19. LIQUOR LICENSE Except for the payment of the
$10,000.00 per month initially, this contract is also
contingent upon the granting to Missouri by the City of a
liquor license for the pavilion area. Missouri agrees to make
to the City an application for such a liquor license within
thirty (30) days after the execution of this contract and to
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22
Process the liquor application promptly.
_. .20. REPAIRS AND MAINTENANCE In the event the
improvements to be made by or on behalf of Missouri upon the
.subject real estate shall become damaged, destroyed, or in need
of repair, Missouri shall have the right to make, at its own
cost, repairs or reconstruction of said improvements in
conformity with the original design and specifications of said
improvements. Any such repairs or reconstruction activity
i shall not extend the duration of the term of this Agreement.
21. USE OF PROPERTY Missouri shall comply with all
I
City and state rules and regulations concerning its utilization
of the gaming site for the duration of this agreement.
i
22. ACCOUNTING RECORDS Missouri shall maintain (at the
Premises or at a central accounting location identified to City
upon request) account records and procedures complying with
generally accepted accounting principles to enable City to
calculate any percentage rent due under this lease. Missouri
shall preserve Missouri's books and records relating to each
fiscal year for at least one year after the end of such fiscal
year. If at the conclusion of such one -year period a dispute
is pending between City and Missouri regarding the amount of
-- adjusted gross receipts, then Missouri shall continue to
preserve such records pending the final disposition of such
dispute.
23
T 23. RIGHT TO AUDIT Within and :in no event later than
sixty (60) days after receipt of each Missouri's annual
statement, City shall be entitled to cause a certified public
i accountant designated by City (and approved by Missouri, such
approval not to be unreasonably withheld) to audit Missouri's
books and records relevant to the calculation of adjusted gross
receipts and admission fees reported in such Missouri's annual
statement. Any audit shall be performed in a reasonable
manner, during ordinary business hours and without unreasonably
interfering with Missouri's business. If such audit reveals
that adjusted gross receipts and admission fees were
understated, then within thirty (30) days after receipt of the
l
audit with appropriate backup documentation, Missouri shall pay
the net additional percentage rent due, if any, on account of
the audit corrections. If such audit reveals that adjusted
gross receipts and admission fees were overstated, then
Missouri shall be entitled to an immediate refund in an amount
i
equal to any previous overpayment of percentage rent revealed
by the audit corrections. Any adjusting payment on account of
previous underpayment shall bear interest at the Prime Rate (as
determined by the Chase Manhattan Bank of New York) from the
date it would have been paid (or the date of Missouri's
previous overpayment, if applicable) had Missouri's annual
statement been correct until the date actually paid or
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24
credited.: If percentage rent was understated by more than ten
percent (10 %) then Missouri shall pay the reasonable cost of
such audit; otherwise the audit shall be conducted at City's
expense.
24. MEANS OF PAYMENT Tenant shall pay all .rent by
either of the following methods, at Missouri's election, which
election Missouri may change from time to time by at least
thirty (30) days' notice to City; (a) check (subject to
collection) delivered to City at the address provided pursuant
to Article 39 of this lease; or (b) wire transfer to City's
T bank account, which City shall identify to Missouri upon
request (and City shall have the right to change the bank
i
account so designated from time to time by at least thirty (30)
_ days' notice to Missouri).
25. INDEMNIFICATION Missouri shall indemnify and hold
harmless the City for any and all losses, damages or claims of
all types and descriptions which may be claimed against the
City as a result of the use of the real estate described in
-- this lease or of claims, losses or damages of any kind that may
arise as a result of the gaming operation.
26. INSURANCE Missouri shall, at Missouri's sole cost
and expenses, during the term, maintain or cause to be
maintained, the following insurance (or its then reasonably
available equivalent):
25
i
A. Liability. Commercial general liability.
insurance against claims for personal injury,
i
death or property damage occurring upon, in or
about the premises, including, if Missouri shall
operate or dock excursion gambling boats from the
V
premises, protection and indemnity insurance with
respect thereof. The coverage under all such
liability insurance shall be at least Five
j Million Dollars ($5,000,000.00) in respect of
injury or death to a single person, and at least
Twenty Million Dollars ($20,000 in
respect of any one accident, and not less than
Five Million Dollars ($5,000,000.00) for property
damage.
B. Workers* Compensation. Workers' compensation
insurance covering all persons employed in
connection with the construction, alteration,
repair or operation of the premises, and with
respect to whom any claim could be asserted
against City or the fee estate. Any or all
workers' compensation insurance required by this
_. lease may be provided through a self- insurance
program, provided that such program is approved
by the appropriate State insurance regulator.
P11
C. First Rent Period. During the first rent
period, Missouri shall also provide' or cause its
contractors to maintain contractor's =commercial
general liability insurance having a combined
single limit of not less than Five Million
! Dollars ($5,000,000.00) (and, if the contractor
is undertaking foundation, excavation or
demolition work, an endorsement stating that such
operations are covered and that the "XCu
Exclusions" have been deleted).
D. Deductibles. Missouri shall be entitled to
determine appropriate deductibles for all
T insurance carried.
- E. Policy Requirements and Endorsements. All
insurance policies required by this lease shall
contain (by endorsement or otherwise) the
following provisions:
(1) Additional Insureds. To the extent
consistent with customary insurance
practices, liability insurance policies
shall name as additional insureds the City
,_ and fee mortgagees.
27
j (2) Primary Coverage. All policies shall be
written as primary policies not contributing
with or in excess of any coverage that any
additional insured may carry.
(3) Contractual liability. Policies of
liability insurance shall contain
contractually assumed liability coverage,
relating to Missouri's indemnity obligations
under this lease.
(4) Insurance Carrier Standards. Each rated
insurance carrier shall be authorized to do
business in the State and shall have a
T
"Best's" rating of at least B + -VI or its
f
equivalent.
F. Deliveries to City. Missouri shall deliver to
City certificates or certified coverage summaries
of the insurance policies required by this lease,
at least ten (10) days before expiration of any
- then current policy.
G. Blanket and Umbrella Policies. Missouri may
provide any insurance required by this lease
pursuant to a *blanket' or "umbrella" insurance
policy, provided that such policy otherwise
complies with this lease.
M
H. Missouri's Inability to Obtain Insurance. If:
(a) any insurance required by this lease should,
after diligent effort by Missouri, be
unobtainable from qualified insurance carriers
through no act or omission by Missouri, whether
negligent or otherwise; and (b) Missouri shall
obtain the maximum insurance obtainable from
qualified insurance carriers and give notice to
j City of the extent of unavailability of any
insurance required to be maintained under this
lease, then Missouri's obligation to procure and
maintain insurance shall be reduced to levels
from time to time obtainable from qualified
insurance carriers.
27. DAMAGE OR DESTRUCTION
A. No Rent Abatement. There shall be no abatement
_ or reduction of any rent or any other sums due
under this agreement on account of any casualty.
28. CONDEMNATION
A. Substantial Condemnation. If a substantial
condemnation shall occur to any of the land
rented to Missouri, then this lease shall not
terminate and the City shall be entitled to all
condemnation awards less only the amount Missouri
29
has spent on the golf course as of the date of
the condemnation. A substantial condemnation
shall mean any condemnation that renders the use
of the golf course uneconomic or impractical.
B. Prompt Notice. If either party becomes aware
of any condemnation or threatened or contemplated
condemnation, then such party shall promptly give
notice thereof to the other party.
C. Insubstantial Condemnation. In the event of an
insubstantial condemnation, then the City shall
be entitled to the proceeds.
- 29. TRANSFER BY MISSOURI Missouri may assign, sublet,
mortgage, pledge or transfer all of its interest under this
agreement to any affiliate who acquires all or substantially
all of its assets or common stock. No other assignment is
permitted without the express written consent of the City which
shall not be unreasonably withheld. This paragraph shall not
be interpreted to prohibit assignment, routine subleasing of
any of the property of Missouri which is not on the leased
premises.
30. BANKRUPTCY If Missouri (as debtor in possession)
or a trustee in bankruptcy rejects this lease in connection
with any proceeding involving Missouri under the United States
Bankruptcy Code or any similar state or federal statute for the
30
relief of debtors (a 'Bankruptcy Proceeding'), then City shall
have the right to have the escrow agent record the deed
heretofore held in escrow and shall be entitled to such other
relief as the law may permit in addition to the recording of
the lease.
31. STATUS OF TITLE Missouri shall have a right to
satisfy itself within thirty (30) days of the execution of this
lease of the status of the City's title to the property. So
long as the City has not terminated this lease on account of an
event of default by Missouri, then Missouri may peaceably and
quietly have, hold and enjoy the premises for the term without
molestation or disturbance (except as to the sublease to the
City). Provided however in the event of such a disturbance of
quiet enjoyment or title claim, then Missouri's lease and
obligations shall continue and a breach of this covenant shall
not exceed a reduction of the rent for the amount that is
actually been invested in the golf course on Missouri's land.
32. MEMORANDUM OF LEASE In lieu of recording this
document, the parties may record a memorandum of lease.
33. FORCE MAJEURE Missouri's obligation to perform and
observe any term, condition, covenant or agreement on
Missouri's part to be performed or observed pursuant to this
lease (other than Missouri's obligation to pay any item of rent
when due) shall be suspended during such time as such
r
31
performance or observance is prevented or delayed by reason of
any unavoidable delay.
34. ACCESS The City and its agent, representatives and
designees shall have the right to enter the realty described in
this, lease together with the surrounding realty which is
developed at the gambling site after reasonable notice to
Missouri during regular business hours.
35. DEFAULT The term 'event of default' shall mean and
refer to the occurrence of any one or more of the following
circumstances:
A. Monetary Default. A monetary default shall
occur if Missouri after ten (10) days written
notice of default specifying money due to the
. City shall fail to pay the same.
B. Non - Monetary Default. If a non - monetary
- default shall occur and the non - monetary shall
continue and not be remedied by Missouri within
ninety (90) days after City shall have delivered
to Missouri notice of default describing the same
in reasonable detail. If Missouri shall not (a)
within thirty (30) days after City's notice
advise City of Missouri's intention to take all
reasonable steps necessary to remedy such
non- monetary default due; (b) duly prosecute the
WJ
cure of such non - monetary default within the
period and then diligently prosecute the
i"
completion of the remedy of the non - monetary
default and (c) complete such remedy within sixty
(60) days.
C. Remedies. City may exercise any or all of the
following remedies and any other remedies
provided for under this lease or available by
i
law, all of which shall be cumulative under this
lease: (a) City may collect the liquidated
i damages and the lease shall remain in full force
and effect: (b) City may proceed to collect the
I � performance bonds due under this contract; (c)
City shall have the right to proceed by
appropriate judicial proceedings, either at law
or in equity, to enforce performance or
observance by Missouri of the applicable
provisions of this lease or to recover damages
against Missouri for breach of this lease; or (d)
City may give Missouri a notice of intention to
end the term at the expiration of thirty (30)
days from the date of service of such notice of
intention. Upon the expiration of such thirty
(30) day period, unless Missouri shall have cured
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va
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33
i the event of default that gave rise to such
notice and, subject to Section 39 of this lease,
this lease, the leasehold estate and the term
shall terminate and City shall retake possession
of the premises and all rights of Missouri shall
come to an end with the same effect as if that
day were the expiration date of this lease.
Missouri shall peaceably and quietly yield up and
surrender to City the premises.
D. Re- entry. Upon the occurrence of an event of
r default and the termination of this lease as
provided in this article, City or City's agents
and employees may re -enter the land, or any part
of the land constituting the golf course or
gambling premises either by summary dispossess
proceedings or by any suitable action or
proceeding at law, and may repossess the same.
36. TERMINATION Upon the termination date, whether by
expiration of this lease or by default, it is the intention of
the parties that the portion of the golf course owned by
Missouri and leased to the City shall become the City's
Property together with all improvements thereto and the City
may cause the deed placed in escrow to be recorded. Upon the
termination date, Missouri shall cause the property
L
M
34
constituting the gaming operation to be restored to as good of
condition as it was prior to this agreement, shall not permit
any buildings on its property to become in need to maintenance,
a nuisance in violation of the City's ordinances or in breach
of state law. in the event the realty owned by Missouri to be
developed as a golf course is not developed as a golf course
i
because of the City's option to take cash pursuant to paragraph
9, then in that event it is expressly agreed that the realty at
r the termination of this lease shall become the property of the
City.
37. WAIVERS.
A. No Waiver by Silence. Failure of either party
to complain of any act or omission on the part of
the other party shall not be deemed a waiver by
the non - complaining party of any of its rights
F under this lease. No waiver by either party at
any time, express or implied, of any breach of
any provisions of this lease shall be a waiver of
a breach of any other provision of this lease or
a consent to any subsequent breach of the same or
any other provision. No acceptance by City of
any partial payment shall constitute an accord or
satisfaction but shall only be deemed a partial
payment on account.
35
B. No Landlord's Lien. City confirms and
acknowledges that City has no lien or security
interest in any personal property located in, on
or at the land, and that such property shall not
constitute security for payment of any rent. If
any statute or principle of law would grant City
T _
any such lien or security interest, then City
hereby waives the benefit of any such statute,
principle and such lien. City further agrees to
execute and cause any fee mortgagees to execute
such documentation, in recordable form, as
Missouri shall reasonably require to confirm the
foregoing waiver.
38. ESTOPPEL CERTIFICATES
A. Rights of Each Party. At any time and from
time to time, upon not less than ten (10)
business days' prior written request (an
'r
"Estoppel Certificate Request ") by either party
_ to this lease (the "Requesting Party "), the other
party to this lease (the "Certifying Party ")
shall execute, acknowledge and deliver to the
requesting party (or directly to a third party
whose name and address are provided by the
-- requesting party (a "Third Party") up to four (4)
T
36
original counterparts of an estoppel
certificate. An estoppel certificate request
shall not be valid unless accompanied by (a) up
-- to four (4) counterparts of a proposed form of
estoppel certificate reflecting present facts and
circumstances at the time of the estoppel
certificate request; and (b) a certificate by the
requesting party that to the best of the
requesting party's knowledge the proposed form of
estoppel certificate is substantially correct and
T- omits no material information required to be
disclosed in such estoppel certificate. Any
estoppel certificate may be relied upon by any
third party to whom an estoppel certificate is
required to be directed.
B. Failure to Execute Estoppel Certificate. If:
(a) the requesting party delivers an estoppel
certificate request to the certifying party in
-- accordance with the notice provisions of this
lease; and (b) ten (10) business days have
elapsed from the effectiveness of such estoppel
certificate request and during such period the
certifying party has failed to execute and
— deliver to the requesting party (or its attorneys
37
or the third party(ies) designated by such
requesting party) the estoppel certificate
counterpart(s) provided by the requesting party,
setting forth with reasonable specificity any
alleged exceptions to the statements• required to
be contained in such estoppel certificate, then
the certifying party shall be deemed for all
purposes, whether or not this lease has been
terminated or is otherwise in full force and
effect, to have executed and delivered to the
_r third party and the requesting party an estoppel
notice, dated as of the effective date of the
estoppel certificate request, in the form
submitted by the requesting party to the
certifying party.
-- 39. NOTICES All notices shall be in writing and shall
be addressed to Landlord and Tenant as set forth below.
Notices shall be: (a) delivered by Federal Express or other
courier service to the addresses set forth below, in which case
they shall be deemed delivered on the date of delivery to the
-- address(es) set forth below; (b) sent by certified mail, return
receipt requested, in which case they shall be deemed delivered
three (3) business days after deposit in the United States
mail, provided that no postal strike is then in effect; or (c)
38
transmitted by facsimile transmission (promptly followed by
delivery upon option "a" or "b "), in which case they shall be.
deemed delivered the first business day after delivery has been
electronically confirmed by the recipient's facsimile machine,
as evidenced by the written confirmation produced by the
_ sender's facsimile machine. No notice shall be effective
unless and until a copy of such notice has been delivered to
the intended recipient's mortgagee(s), to the extent such
delivery is otherwise required by this lease. Either party may
change its address, its facsimile machine number, or the name
and address of its attorneys by giving notice in compliance
with this lease. Notice of such a change shall be effective
only upon receipt. Notice given on behalf of a party by any
attorney purporting to represent a party shall constitute
notice by such party if the attorney is, in fact, authorized to
represent such party. The addresses and facsimile machine
numbers of the parties are:
Landlord:
City Clerk
City of Riverside
P. 0. Box 9135
4500 High Drive
Riverside, Mo. 64168
Telephone No. (816) 741 -3993
with a copy to:
- Don Witt
Witt & Hicklin, P.C.
P. 0. Box 1517
4th & Main
Platte City, Mo. 64079
Fax No. (816) 431 -3009
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39
Tenant:
Missouri Gaming Company
219 Piasa Street
Alton, Illinois 62002
Fax No. (618) 474 -7636
with a copy to:
Argosy Gaming Company
219 Piasa Street
Alton, Illinois 62002
Fax No. (618) 474 -7636
40. RESTRICTIVE COVENANT City covenants that during
the term of this lease, it will not develop any of the land
that it owns for the purposes of operating any gaming
facilities. Missouri covenants that it will not during the
term of this lease attempt to develop any other gaming
facilities within one hundred (100) miles of the City of
Riverside.
41. NO THIRD PARTY BENEFICIARIES Nothing in this lease
shall be deemed to confer upon any person (other than City,
Missouri or any guarantors of Missouri's obligations) any right
to insist upon, or to enforce against City or Missouri, the
performance or observance of either party of its obligations
under this lease.
42. INTERPRETATION No inference in favor of or against
any party shall be drawn from the fact that such party has
drafted any portion of this lease. The parties have both
participated substantially in the negotiation, drafting and
revision of this lease with representation by counsel and such
40
other advisers as they have deemed appropriate. Material in
brackets constitutes parenthetical material within other
parenthetical material and is intended to be part of this
lease. The words "include" and "including shall be construed
to be followed by the words: "without limitation."
43. CUMULATIVE REMEDIES The remedies to which either
party may resort under this lease are cumulative.
44. RIGHT OF INJUNCTION In the event of a breach by
- either party of any of its obligations under this lease, the
other party shall have the right to seek an injunction, in
r addition to the rights and remedies provided for under this
lease.
1 45. ENTIRE AGREEMENT This lease contains all the
terms, covenants and conditions relating to Missouri's leasing
of the land and supersedes and replaces all prior oral or
written agreements relating thereto.
46. AMENDMENT Any modification or amendment to this
lease must be in writing signed by City and Missouri and
- consented to by any leasehold mortgagee(s) having the right to
consent to amendments or modifications of this lease pursuant
to the terms of this lease. Modifications or amendments of
this lease executed by either party may be exchanged and
delivered by facsimile transmission, and shall be effective
upon such transmission. The parties shall promptly exchange
L
41
original signature counterparts of amendments executed by
either party and initially exchanged and delivered by facsimile
transmission.
47. PARTIAL INVALIDITY If any term 'or provision of
this lease or the application of such term or provision to any
party or circumstance shall to any extent be invalid or
unenforceable, then the remainder of this lease, or the
application of such term or provision to persons or
circumstances other than those as to which it is invalid or
unenforceable, shall not be affected by such invalidity, and
each remaining term and provision of this lease shall be valid
and be enforced to the fullest extent permitted by law.
48. GOVERNING LAW This lease and its interpretation
and performance shall be governed, construed and regulated by
the laws of the State of Missouri. It is agreed that it has
been executed in Platte County, Missouri.
I_ 49. TIME PERIODS Whenever this lease requires either
party to perform any action within a specified period, or
requires that a particular event occur within a specified
period, if the last day of such period is not a business day,
then the period shall be deemed extended through the close of
_ business on the first business day following such period as
initially specified.
i
42
IN WITNESS WHEREOF, City and Missouri have duly executed
this lease on , 1993.
ATT T:
City Clerk ,
ATTEST:
Se retaty
CITY OF RIVERSS MISSOURI
By: ,c Job .C�ii t�
rayor
MISSOURI G COMPANY
By:
� r
43
STATE OF MISSOURI )
ss.
COUNTY OF PLATTE )
On this day of Te~ 1 1993, before me
appeared Betty Burch, to me p rsonally known, who, being by me
duly sworn, did say that she is the Mayor of the City of
Riverside, a political subdivision, known to me to be the
person and .officer whose name is subscribed to the foregoing
instrument, acknowledged to me that she executed the same for
the purposes and consideration therein expressed, and as the
free act and deed of said City, and in the capacity therein
stated, all by authority of its Board of Aldermen.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal at my office in said County and State
the day and year last above written.
o ,r ' it,-✓1 .`
My commission expires:
STATE O ) �` ;tni�t`'
s s . DONALD WITT
COUNTY OF ✓ � ) row+r F Ta S IATE
cw. of rssaAa
Fe rn cas�nr
wr COkOM rx; E.`r'.7 S FESn=y 27, IM
On this day of 7,�� -.� , 1993, .before me
appeareU /- , to me personally Known, who
beiA� by me my ,sw n, did say that he is the l/ ��
of %�,� owl �,. , that the seal affix , d o t e
foregoing instru nt a corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of
said corporation by authority of its Board of Directors, and
sa id acknowledged said instrument to be the
free act a d d d of said corporation.
IN TESTIMONY WHEREOF,
affixed my official seal at
the day and year last above
......
My commission"'expiies:
I have hereunto set my hand and
my office in said County and State
written.
/yam
EXHIBIT "A"
LEGAL DESCRIPTION OF ARGOSY LAND
A tract of. land located in the East one -half of fractional
section 8, and the West one -half of fractional Section 9,
-- Township 50 North, Range 33 West, Riverside, Platte County,
Missouri being more particularly described as follows:
Commencing at the Northwest corner of said fractional Section
9; thence S 00 02' 00" E along the West line of said
fractional Section 9 a distance of 1,591.58 feet to the point
of beginning: of the tract of land to be described; thence S
89 20' 30" E a distance of 1,303.50 feet; thence S 77 44'
30" W a distance of 441.00 feet; thence N 80 48' 00" W a
distance of 428.06 feet; thence S 73 0 46' 17" W a distance
of 426.00 feet; thence N 43 10' 30" W a distance of 105.00
- feet; thence N 00 39' 30" E a distance of 83.01 feet to the
North line of said fractional Section 8; thence S 89 20' 14"
E along said North line a distance of 30.00 feet to the point
__ of beginning. Contains 2.244 acres more or less.
EXH "B"
LEGAL DESCRIPTION OF CITY LAND
A tract of land being a part of Red X Plaza, a subdivision of
land in fractional Section 9, Township 50 North, Range 33 West,
Riverside, Platte County, Missouri being more particularly
described as follows: Commencing at the Northwest corner of
said fractional Section 9; thence S 00 02' 00" E along the
West line of said fractional section 9 a distance of 1,591.58
feet; thence S 89 20' 30" E a distance of 1,303.50 feet to
the West line of the East one -half of the West one -half of said
fractional Section 9; thence S 00 02' 00" E along said West
line a distance of 364.64 feet to the point of beginning of the
tract of land to be described; thence N 89 40' 39" E a
distance of 1,225.37 feet; thence S 00 17' 00" W a distance
of X61.99 feet to a meander corner on the North high bank of
the Missouri River; thence upstream meandering said North high
bank of the Missouri River the following seven courses N 83
25' 56" W a distance of 183.92 feet; thence S 63 54' 14" W a
distance of 126.48 feet; thence S 37 55' 46" W a distance of
93.30 feet; thence S 70 33' 12" W a distance of 207.08 feet;
thence S 67 56' 46" W a distance of 242.03 feet; thence S
68 53' 35" W a distance of 174.00 feet; thence S 68 55'
28" W a distance of 309.33 feet to the intersection of said
meander line with the Southerly prolongation of the West line
-- of the East one -half of the West one -half of said fractional
Section 9; thence N 00 02' 00" W along said West line a
distance of 597.00 feet to the point of beginning contains
9.988 acres more or less.
It is expressly agreed that the legal description of the
leased property may be amended by the express written agreement
of the parties.
- r
#0847S
EXHIBIT 'C'
FORM OF ESTOPPEL CERTIFICATE
TO: [Name(s) of Third Partie(s)]
DATE: [ - _ j
RE: Ground Lease (the "Lease') dated [ j
between the City of Riverside, Missouri an Mcis's 1i
Gaming Company, a Memorandum of which was recorded at
Book _ Page in the Official Records
of Platte County, State U ssouri.
At the request of ( "Requesting
Party') , the undersigned ('Certifying Party') certifies that as
of the date of this Estoppel certificate each of the following
statements is true with respect to the Lease (all of whose
definitions shall apply here), except to the extent, if any,
that Certifying Party has identified any exceptions to any such
statement in the space following such statement. The Lease
affects all that certain real property more particularly
described in Schedule A attached hereto.
1. Cert ifying Party -- Estate in Premises. Certifying
Party is - ]Landlord or Tenant, as applica le under the Lease
and has not assigned or conveyed the [Leasehold Estate, Fee
Estate as applicable) or any right, title and interest
- therein. The only exceptions to this statement are as follows
(describe in reasonable detail, including date, parties and
nature of interest transferred):
2. No Chan in Lease The Lease has not been amended,
modified, surrendered, cancelled or terminated (whether in
writing or pursuant to a purported oral amendment,
modification, surrender, cancellation or termination) and is in
full force and effect. The only exceptions to this statement
are as follows (identifying date of each amendment):
3. Term The Term will expire on
4. Rent. As of the date of execution of this
Agreement, rent was last paid on
5. No N otice of Default. Certifying Party has not
delivered to Requesting ng Party any notice of default (other than
as to defaults that have been cured).
2
6.; No Termination of Lease. Certifying Party has not
commenced any pending action or sent any presently effective
notice to Requesting Party (or received any presently effective
notice from Requesting Party) for the purpose of terminating
the Lease. Certifying Party is not presently entitled to
terminate the Lease. The only exceptions to this statement are
as follows:
7. No Certifying Party Bankruptcy There are no
actions, whether voluntary or otherwise, pending against
Certifying Party under the Bankruptcy Laws of the United
States. The only exceptions to this statement are as follows:
[CERTIFYING PARTY)
By:
Its:
EXHIBI 'D'
LEGAL DESCRIPTION
SITE OF GAMBLING FACILITY
A tract of land in the hest half of the hest half of Section 9,
-- Township 50, Range 33, Riverside, Platte County, Missouri,
described as follows: Beginning at a gaspipe monument hitherto
set on a Southerly prolongation to the line between Section 8
!_ and 9, in said township and Range, 1591.23 feet Southerly
(azimuth 0 26' clockwise from South meridian of Longitude
94 35' 20.444 1927 North American Datum) from the Railroad
Rail on end marking the Northeast corner of Section 8
aforesaid; thence Easterly (azimuth 271 07' 20') 1303.5 feet
to a stake; thence Southerly (azimuth 0 26 744 feet to
water's edge on left bank of Missouri River; thence in a
Southwesterly direction along said water's edge to a point
which is 1338 feet Southerly from point of beginning; thence
Northerly (azimuth 160 26 1338 feet to point of beginning,
also all that portion of the East half of fractional Section 8,
Township 50 North, Range 33 West and the accretions thereto,
bounded and described as follows, to -wit: Beginning at a point
in the East line of said fractional Section 8, 1591.25 feet
South of the Northeast corner of said section and running
thence West parallel to the North line of said fractional
j Section 8, 1095 feet; thence South with a line parallel to the
East line of said fractional Section 8, 1508.75 feet more or
less to the North bank of the Missouri River as said river now
flows; thence Northeasterly along the North bank of said
Missouri River to the East line of said fractional Section 8,
produced South to said Missouri River; thence North with said
East line of said fractional Section 8, produced South as
aforesaid, 1042.75 feet, more or less, to the point of
beginning, all in Platte County, Missouri. (Except that part
thereof lying West of the East right of way line of .Interstate
Route 635 as now established).
L_
EXH IBIT "E"
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS: That
MISSOURI GAMING COMPANY and ARGOSY GAMING COMPANY
Name of Principals)
2 19 Pia sa Street, Alton Il 62002
(Address of Principals) —"
a corporation, hereinafter called Principal, and
'— Name of Surety "
(Address of Surety
hereinafter called Surety, are held and firmly bound unto
CITY OF RIVERSIDE, MISSOUR
(Name of City
4500 NW High Driv Riversid Mis souri 64 166
(Address of City) -'
hereinafter called City in the total aggregate penal sum of Ten
Million Dollars ($10,000,000.00) in lawful money of the United
States, for the payment of which sum well and truly to be made,
we bind ourselves, our heirs, executors, administrators,
successors, and assigns, jointly and severally, firmly by these
presents.
THE CONDITION OF THIS OBLIGATION is such that whereas, Missouri
Gaming Company entered into a certain contract with. the City,
dated the day of - 41 1993, and Argosy
Gaming Company executed a guaranty to guarantee the performance
of the contract and the payment of all sums due to the City of
Riverside, a copy of which is hereto attached and made a part
hereof for the lease of land and development of a gaming
facility and payment of sums to the City of Riverside.
NOW, THEREFORE, if Missouri and Argosy shall well, truly and
faithfully perform its duties, all the undertakings, covenants,
terms, conditions, and agreements of said contract granted
during the original term thereof, and any extensions thereof
which may be granted by the City, with or without notice to the
Surety. If Missouri and Argosy shall satisfy all claims and
K
demands incurred under such contract, and shall fully indemnify
and save harmless the City from all costs and damages which it
_. may suffer by reason of failure to do so, and shall
and repay the City all outlay and expense which the City may
incur in making good any default, then this obligation shall be
void, otherwise to remain in full force and effect.
PROVIDED, FURTHER, that said Surety, for value received, hereby
stipulates and agrees that no amendment, change, extension of
time, alteration or addition to the terms of the contract shall
.in any way affect its obligation on this Bond, and it does
hereby waive notice of any such amendment, change, extension of
,- time, alteration or addition to the terms of the contract. The
term "Amendment" wherever used in this bond, and whether
referring to this Bond or the Contract, shall include any
alteration, addition, extension or modification of any
character whatsoever.
PROVIDED, FURTHER, that no final settlement between the City
and Missouri and Argosy shall abridge the right of the other
beneficiary hereunder, whose claim may be unsatisfied. The
City is the only beneficiary hereunder.
IN WITNESS WHEREOF, this instrument is executed in
counterparts, each one of which shall be deemed an origin a
this the _ day of , 19
ATTEST:
Principal - Missouri Gaming Company
(Principal) Secretary
(SEAL)
By
T-53-dress)
(Witness as to Principal)
ATTEST:
Principal - Argosy Gaming Company
(Principal Secretary
3
(SEAL) By
7address
Witness as to Principal)
Address
Surety
ATTEST:
By
Witness to Surety (Attorney -in -Fact
Address Address
NOTE:
1. Date of Bond must not be prior to date of Contract.
2. Accompany this bond with Attorney -in- Fact's Authority
from the Surety Company certified to include the date
of the bond.
L
FES- II- S44 :12 FROM: ARGOSY GAMING CO. ID: 616 474 7636 PAGE 2
EXHIBIT
GUARANTY
This Guaranty giver, by Argosy Gaming Company, G Delaware
Corporation, of , ,?�Q s ,¢/.�,,, -z 1.
� �� (hereinafter
referred to as 'Guarantor") to induce the City of Riverside,
Missouri (hereinafter referred to as " "
City ) to enter into a
contract with Missouri Gaming Company (hereinafter referred to
as "Missouri ").
In consideration cf the foregoing and of other coot: and
valuable consideration, Guarantor agrees that:
1. The Guarantor guarantees the prompt performance by
r Missouri of each and every obligation of Missouri as set forth
in a contract between City, Missouri and Guarantor dated
the day of
1993, including, bull not
-- limited to, the prompt payment of all sums due or which become
due from Missouri to City and the prompt performance of all
development obligations. If Missouri defaults in the
performance Of any obligation, including, but not limited to,
the payment of any sums due or the performance of any
- development obligation, Guarantor will pay to City or. demand
the amount of any payment due together with reasonable
attorney's fees and all costs and other expenses incurred by
City in collecting or compromising the obligation due frcr:
Missouri. If Missouri defaults in the
performance of any
Obligation under the contract other than an obligaticn tv make
FES -11 -94 14.13 FROM= ARGOSY GAMING CO. ID: SIB 474 7636 PACE 3
Payment to City, Guarantor will upon demand ray to City such
sum of :coney as shall be necessary to complete the performance
of the obligation, together with reasonable attcrney's fees and
all costs and other expenses incurred by City in collecting or
compromising the same.
2. without further authorization _rom or notice to
Guarantor, City may alter, compromise, accelerate, extend or
change the time or manner of the performance of any of
Missouri's obligations as often as City deers necessary and for
such periods of tame as City deems necessar_;, except as noted
below, Vo exercise or non - exercise by City of any right hereby
given to it, no dealing by City with Missouri or any other
Guarantor, and no change, impairment or suspension of any right
or remedy of City shall in any way affect or increase any of
Guarantor's obligations hereunder or give Guarantor any
recourse against City.
3 . If legal action is taken to enforce this guaranty or
any provision hereof, such acticn may be agairsn Guarantor and
may be maintained alone or joined with any action or other
- proceeding against Missouri or any other guarantor of
Missouri's obligations to City. Prior action or suit against
Missouri, whether Elone or jointly with other Guarantors, shall
not be a prerequisite to City's right to proceed hereunder in
rase of rissouri' default. The rights of City are cumulative
and shall not be ex hausted by its exercise c: an of its right:;
2
u
FEB -II -94 114 =13 FROM: ARGOSY GAMING CO. ID: 616 474 7636 PAGE 4
hereunder or otherwise against Guarantor or by any number of
successive actions until ano unless all indebtedness hereby
guaranteed has been paid.
a. It is further understood and agreed that _ity may, in
its judgment, without notice or consent, accept, release and
exchange coliatera_ securing any indebtedness or cblication of
Missouri, without limiting or lessening the liability of
Guarantor under, this guaranty.
1. In addition tc all liens on and rights of setoff
against the money, securities or other property of Xissouri or
of Guarantor giver. to City by law, City shall have a lien on
and a right of setoff against all money, securities and other
property of Guarantor now or hereafter in the possession of
City. Each such lien or right of setoff may be exercised
without demand or or notice to Guarantor, shat: continue in
full force unless specifically waived or released by City in
writing, and shall not be deemed waived by any conduct of City
or by any failure Lo exercise such right.
6. Notice of acceptance is waived. Guarantor consents to
multiple extensions cf any obligations of Missouri to City for
Periods of time that may exceed the tern, of the original
obligation C the time within which it was recuired to be
performed and all such extensions may be made without further
notice to Guarantor. This guaranty shall remain in full force
3
FES -11 -94 14:14 FROM: ARGOSY GAMING CO
ID: SIB 474 7636 PAGE 5
1
effect until t!issouri has fully performed each and every
_ication it is required to perform pursuant to the terr..s of
the contract described above. in the event yissouri defaults
in any obligation to City prior to the expiration date of the
tern of the contract described above or any extensions thereof,
Guarantor shall remain fully obligated hereunder.
7. This guaranty and the obligations hereunder shall be
binding upon Guarantor and upon, its successors.
wIIN ESS WHEREOF, Guarantor has caused this guaranty to
be executed by itz duly authorized representative on
this day of , 1993.
ARGOSY GAMING COMPANY
a Delaware Corporation
✓l•c eresiae'nt I
A': TLS
4
EXHIBIT "G'
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made 'and entered into
this day of , 1993, by and among MISSOURI
GAMING COMPANY ( "Missouri" , a corporation, the CITY
OF RIVERSIDE, MISSOURI, a political subdivision of the State of
Missouri ( "City") and
( 'Escrow Agent ").
WITNESSETH:
WHEREAS, on , 1993, the City of Riverside
entered into a contract with Missouri which provided
compensation payable from Missouri to City in the amount of
$6,600,000.00. on commencement date, and
WHEREAS, as a part of the consideration for the
reduction of the required performance bond, Missouri has agreed
to deposit 6,600,000.00 with the Escrow Agent, and
WHEREAS, the parties desire the execution and
delivery of an Escrow Agreement, providing for the escrow of
the sum of $6,600,000.00, and
WHEREAS, Missouri and City desire that
T" act as escrow agent, and Escrow Agent is willing to do so, all
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements herein contained, the
parties hereto agree as follows:
1. Pur The purpose of this escrow is to
collateralize the obligation of Missouri to City. The City is
hereby granted a first priority security interest in the
Escrowed Funds pursuant to the terms of this agreement, and the
security interest granted shall be superior to the claims of
any other creditors including but not limited to the claims of
Escrow Agent.
2. Damages for Breach In the event Missouri shall
in any manner obstruct the payment of the Escrowed Funds to
then Missouri shall be liable for any damages sustained,
including but not limited to the payment of attorneys' fees
incurred to obtain release of the funds.
i
2
3. Appointment City and Missouri hereby jointly
appoint Escrow Agent pursuant to and
_. for the purposes of this Escrow Agreement. Simultaneously with
the execution of this Escrow Agreement, Missouri has cause to
be delivered and deposited with the Escrow Agent $6.6 million
in cash (or securities of current market value of $6.6 million)
to be held in escrow pursuant to the terms and conditions
hereof.
4. Acceptance; Interest on Escrowed Funds Escrow
Agent hereby acknowledges receipt of the Escrowed Funds and "
agrees to act as escrow agent and to hold and dispose of all
property deposited with it pursuant to this Escrow Agreement.
It is specifically agreed that, so long as the market value of
the securities and cash in the account equals or exceeds
$6,600,000.00 then Missouri shall be entitled to all interest
owned on the Escrowed Funds during the continuation of this
Escrow Agreement.
r 5. Restrictions on Investments It is mutually
agreed that Missouri shall not invest the Escrowed Funds other
than in a manner consistent with their present investment
Policy which is attached.
6. Disbursement of Funds The Escrow Agent shall
disperse the funds upon signed check by both City and Missouri
or upon final order of the Circuit Court of the County and
State of the political subdivision.
! 7. Termination
This Escrow Agreement shall
terminate when the Escrowed Funds have been fully released or
distributed in accordance with the provisions of Section 5
above.
B. Duties. The duties of the Escrow Agent are only
as herein specs — 'f ally provided and are purely ministerial in
nature and not discretionary. Escrow Agent shall have no
obligation or liability hereunder except as a depositary to
retain the Escrowed Funds and to dispose of the same in
accordance with the terms hereof. Escrow Agent shall not be
liable for default by any party hereto because of such party's
failure to perform any duties or obligations said party has
agreed to perform, and shall have no responsibility to seek
performance by any party.
9. Limitation of Liability Escrow Agent shall not
be liable in any respect on account of the identity, authority,
or rights or persons executing or delivery, or purporting to
03
execute or deliver, any document or item, and may rely
absolutely and be fully protected in acting upon any item,
document, or other writing believed by it to be authentic in
performing its duties hereunder. Escrow Agent may, as a
condition to the disbursement of money or property, require
from the payee or recipient a receipt thereof, and, upon final.
i payment or distribution, require a release from any liability
arising out of its execution or performance of this Escrow
Agreement.
10. Limitation of Authority. The Escrow Agent shall.
have the following au on y:
A. Escrow Agent shall be protected in acting upon
any written notice, request, waiver, consent, certificate,
receipt, authorization, power of attorney or other paper or
document which Escrow Agent believes in good faith to be
genuine and what it purports to be, including, but not
limited to, items directing investment or non - investment of
funds, items requesting or authorizing release,
disbursement or retainage of the subject matter of this
Escrow Agreement and items amending the terms of this
Escrow Agreement.
2. In the event of any disagreement between any of
the parties to this Escrow Agreement, or between any of
them and any other person, resulting in adverse claims or
demands being made in connection with the matters covered
by this Escrow Agreement, or in the event that Escrow
Agent, in good faith, shall be in doubt as to what action
it should take hereunder, Escrow Agent may, at its option,
refuse to comply with any claims or demands on it, or
refuse to take any other action hereunder, so long as such
disagreement continues or such doubt exists, and in any
such event, Escrow Agent shall not be or become liable in
any way or to any person for its failure or refusal to act,
and Escrow Agent shall be entitled to continue so to
refrain from acting until (a) the rights of all interested
parties shall have been fully and finally adjudicated by
the court of the agreed jurisdiction, or (b) all
differences shall have been adjudged and all doubt resolved
by agreement among all of the interested persons, and
Escrow Agent shall have been notified thereof in writing
signed by all such persons. Notwithstanding the preceding,
Escrow Agent may in its discretion obey the order,
judgment, decree or levy of any court, whether with or
without jurisdiction, and Escrow Agent is hereby authorized
in its sole discretion, to comply with and obey (and shall
4
have no liability to any person for so doing) any such
orders, judgments, decrees or levies which Escrow Agent is
advised by legal counsel of its own choosing is binding
upon it. The rights of Escrow Agent under this
subparagraph are cumulative of all other rights which it
may have by law or otherwise.
3. Escrow Agent shall have no liability for any loss
arising from any cause beyond its control, including (but
not limited to) the following: (a) any delay, error,
omission or default of any mail, telegraph, cable, or
wireless agency or operator; and (b) the acts or edicts of
any government or governmental agency or other group or
entity exercising governmental powers.
4. Without in any way limiting any other provision
of this Escrow Agreement, it is expressly understood and
agreed that Escrow Agent shall be under no duty or
obligation to give any notice, or to do or to omit the
doing of any action or anything with respect to the subject
matter hereof, except to receive, hold and deliver the same
in accordance with the terms of this Escrow Agreement.
5. In the event that any controversy should arise
among the parties with respect to this Escrow Agreement, or
should the Escrow Agent resign and the parties fail to
_r select another Escrow Agent to act in its stead, the Escrow
Agent shall have the right to institute a bill of
interpleader in the court of agreed jurisdiction to
- determine the rights of the parties.
11. Fees Escrow Agent shall be entitled to
_ reasonable compensation for its services hereunder. Expenses
of the Escrow Agent shall be paid by Missouri.
12. Replacement Escrow Agent Escrow Agent may
resign at any time by giving 5 days prior written notice to
all parties hereto, but will continue to serve until a
successor is appointed. If Escrow Agent resigns, or for any
reason is unable to continue to serve as escrow agent or fails
to continue to serve as agent hereunder, Missouri may, in
writing, appoint a successor escrow agent, subject to such
escrow agent being acceptable to City, which acceptance will
not be unreasonably withheld. Any successor escrow agent will
have the same rights and duties as the original Escrow Agent
_ and be governed by the terms and conditions set forth in this
Escrow Agreement, including but not limited to the terms and
conditions relating to resignation and succession set forth in
this paragraph 10.
L
r
13. Miscellaneous.
5
(a) Any notice, demand or other communication
required or permitted hereunder shall be in writing and shall
be deemed to have been given if and when personally delivered,
or delivered by a nationally recognized overnight courier
service, or sent by facsimile transmittal (provided that an
original copy of any such notice, demand or communication is
-- delivered by a nationally recognized overnight courier service
the next business day after such facsimile transmittal), or on
the second business day after being deposited in United States
registered or certified mail, postage prepaid, and addressed to
a party at its address set forth below or to such other address
the party to receive such notice may have designated to all
other parties by notice in accordance herewith:
If to Missouri:
with a copy to:
If to City:
with a copy to:
Missouri Gaming Company
219 Piasa Street
Alton, Illinois 62002
Fax No. (618) 474 -7636
Argosy Gaming Company
219 Piasa Street
Alton, Illinois 62002
Fax No. (618) 474 -7636
City Clerk
City of Riverside
P. 0. Box 9135 -
4500 High Drive
Riverside, Mo. 64168
Telephone No. (B16) 741 -3993
Don Witt
Witt & Hicklin, P.C.
P. 0. Box 1517
4th & Main
Platte City, Mo. 64079
Fax No. (816) 431 -3009
T
11
If to Escrow Agent:
or to such other person or address as such party may direct the
other parties in writing by notice in accordance herewith.
(b) This Escrow Agreement may not be modified or
amended except in a writing signed by all parties hereto.
(c) Neither this Escrow Agreement, nor any of the
riot;ts, duties or obligations of any party hereunder, may be
assigned or otherwise delegated by such party without the prior
written consent of all other parties hereto, which will not be
unreasonably withheld.
(d) This Escrow Agreement shall be binding upon the
successors and permitted assigns of each party.
(e) This Escrow Agreement shall be governed by and
construed and interpreted in accordance with the laws of the
r State of Missouri applicable to agreements made and to be
performed entirely within such State. The invalidity or
unenforceability of any provision of this Escrow Agreement
shall not affect the validity or enforceability of the
remaining provisions hereof.
(f) This Escrow Agreement may be executed in
counterparts and the counterparts, taken together, shall be
deemed to form one original instrument.
(g) The additional provisions relating to the Escrow
Agent attached hereto as Exhibit A are incorporated herein by
reference and made a part hereof, and together with the
-- representations, covenants and indemnifications contained in
paragraphs 8 and 9, shall survive the termination of this
Escrow Agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Escrow Agreement to be duly executed as of the day and
year first above written.
I
ATTEST:
City Clerk
ATTEST:
ecretary
CITY OF RIVERSIDE, MISSOURI
By:
Mayor
MISSOURI GAMING COMPANY
By:
President
hereby accepts
its duties as Escrow Agent hereun er, su sect to the terms and
conditions herein set out and acknowledges receipt of the
Escrowed Funds.
By:
TitYe.
1 BILL NO. 9� ORDINANCE
AN ORDINANCE AUTHORIZING THE EXECUTION OF A CONTRACT AND
LEASE WITH MISSOURI GAMING COMPANY FOR THE DEVELOPMENT OF A
RIVERBOAT GAMING SITE.
WHEREAS, on April 6, 1993, the voters of the City of
Riverside approved riverboat gambling by a vote of 285 yes and
138 no, and
WHEREAS, the City developed a preliminary request for
proposal and proposals were on April 1, 1993 received from
eight (8) entities for the development of a riverboat gambling
facility, and
WHEREAS, a Steering Committee appointed by the City heard
the proposals of each applicant who requested to be heard and
selected the three proposals which was felt to be best in the
community's interest, and
WHEREAS, three subsequent written proposals were presented
to the Board of Aldermen and the Steering Committee on May 9,
1993, and
WHEREAS, the Steering Committee carefully considered each
of the final proposals and unanimously selected the proposal of
Missouri Gaming Company.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The agreement and lease which leases a portion
of one of the City's parks and which sets the compensation and
-- terms to be paid to the City is attached hereto and made a part
of this ordinance as though fully set out herein.
Section 2. The City intends by this lease to select
Missouri as its applicant for riverboat 2oning and does by this
ordinance support the land based economic development of
Missouri on the site indicated in the lease.
Section 3. The Mayor and City Clerk are directed to take
such further action as may be necessary to implement the intent
of this ordinance..
PASSED THIS / � C DAY OF r , 1993.
MAYOR ------------ - - - - --
ATTF/ST: (i _
APPROVED THIS 1 DAY OF , 1993.
MAYO
1159S; 07/06/93
- BILL NO. 3' 3 / ORDINANCE NO. 9 - 3
AN ORDINANCE AMENDING THE CONTRACT AND LEASE WITH MISSOURI
GAMING COMPANY AND RATIFYING THE CONTRACT AND LEASE WITH THE
MISSOURI GAMING COMPANY AS AMENDED.
WHEREAS, the Board of Aldermen on the 3rd day of June,
1993, adopted Ordinance 93 -26 authorizing the City to enter
into a contract and lease with the Missouri Gaming Company; and
WHEREAS, the City did enter into such contract and lease
with Missouri Gaming Company on June 3, 1993; and
WHEREAS, the Board of Aldermen have determined that it is
in the best interests of the City to amend the contract and
lease with the Missouri Gaming Company with particular regard
to paragraph 18; and
WHEREAS, Paragraph 18 required Missouri to make an
appropriate zoning application within thirty (30) days after
the execution of this contract and to process the application
in a timely fashion.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. This contract is amended to extend the date for
_ Missouri to make the appropriate zoning application until
` August 10, 1993.
Section 2. The City intends by this ordinance to ratify
- the entire contract and lease with Missouri Gaming Company
including the amendments hereto attached.
Section 3. The Mayor and City Clerk are directed to take
such further action as may be necessary to implement the intent
of this ordinance. / /
PASSED THIS (Q.(.�/ DAY OF / , 1993.
0
MAYOR
AT -`
CITY CLERK
APPROVED THIS &A DAY OF � � 1993.
y i r
MAYOR f-
1106S; 07/13/93
BILL N0. ORDINANCE NO. ?2
I
AN ORDINANCE AMENDING THE CONTRACT AND LEASE WITH MISSOURI
GAMING COMPANY AND RATIFYING THE CONTRACT AND LEASE WITH THE
MISSOURI GAMING COMPANY AS AMENDED.
WHEREAS, the Board of Aldermen on the 3rd day of June,
1993, adopted Ordinance 93 -26 authorizing the City - to enter
I into a contract and lease with the Missouri Gaming Company; and
WHEREAS, the City did enter into such contract and lease
with Missouri Gaming Company on June 3, 1993; and
WHEREAS, the City previously amended its contract with the
Missouri Gaming Company to permit it to have until August 17,
1993 to file its zoning application; and
WL:FREAS, the attachments "1" and "2" to this ordinance have
been determined by the City to be in the best interests of the
City's residents.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The amendments to this contract and lease with
Missouri Gaming Company which establish the Escrow Agreement
designated Amendment "2" is hereby adopted and made a part of
this ordinance as though fully set out therein.
Section 2. The amendments to this contract marked
_ Amendment "3" expanding paragraph 5(c) is made a part of this
contract as though fully set out therein.
Section 3. The City intends by this ordinance to ratify
the entire contract and lease with Missouri Gaming Company
including the amendments hereto attached.
Section 4. The Mayor and City Clerk are directed to take
such further action as may be necessary to implement the intent
of this ordinance.
PASSED THIS 9 19 DAY OF 1993.
MAYOR
-- ATTE T:
CITY CLERK
APPROVED THIS i5V DAY OF , 1993
MAY 4���_
ESCROW AGREEMENT
This Escrow Agreement
entered into this day of
The Missouri Gaming Company
City of Riverside, Missouri,
of Missouri ( "City ") and Doi
Agent ").
(the "Escrow Agreement ") made and
1993 by and among
( "MGC "), a Missouri corporation, the
a political subdivision of the State
ialdson, Lufkin and Jenrette ( "Escrow
W I T N E S S E T H:
WHEREAS, on June 7, 1993 the City and MGC entered into an
agreement pursuant to which MGC, subject to certain conditions,
- agreed to advance certain monies to the City constituting advance
rent in the amount of $5,000,000, a park grant irn 'the amount of
$1,000,000 and a golf course grant in the amount of $600,000
(collectively, these monies constitute the "Obligation ").
WHEREAS, as a part of the consideration for the reduction of
r the required performance bond as required in the Principal
Agreement (as hereinafter defined), MGC has agreed to deposit the
Obligation with the Escrow Agent, and
WHEREAS, the parties desire the execution and delivery of an
Escrow Agreement, providing for the escrow of the Obligation, and
WHEREAS, MGC and City desire that Donaldson, Lufkin and
Jenrette act as escrow agent, and Escrow Agent is willing to do so,
all upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, the parties
hereto agree as follows:
1. Incorporation by Reference Reference is made to that
certain agreement dated as of June 7, 1993 by and between the City
of Riverside, Missouri, the Missouri Gaming Company and Argosy
Gaming Company (the "Principal Agreement ") the terms and conditions
of which are incorporated herein by reference. Unless otherwise
defined herein, capitalized terms shall have the meaning ascribed
to such term in the Principal Agreement.
2. Purpose The purpose of this escrow is to collateralize
the Obligations of MGC to City under the Agreement. The City is
hereby granted a first priority security interest in the Escrowed
Funds pursuant to the terms of this Escrow Agreement, and the
security interest granted shall be superior to the claims of any
r other creditors including but not limited to the claims of Escrow
Agent. Subject to Section 7 hereof, the City shall be entitled to
the Escrowed Funds in the event MGC breaches or violates, in any
material respect, its obligations to the City under the Agreement.
3. Damages for Breach. In the event MGC shall in any manner
- obstruct the payment of the Escrowed Funds to the City, then MGC
shall be liable for any damages sustained, including but not
limited to the payment of attorneys' fees incurred to obtain
release of the funds.
4. Appointment City and MGC hereby jointly appoint
Donaldson, Lufkin, and Jenrette Escrow Agent pursuant to and for
the purposes of this Escrow Ageement. Simultaneously with the
execution of this Escrow Agreement, MGC has caused to be delivered
and deposited with the Escrow Agent $6.6 million in cash (or
2
securities of current market value of $6.'6 million) to be held in
escrow pursuant to the terms and conditions hereof.
5. Acceptance; Interest on Escrowed Funds Escrow Agent
hereby acknowledges receipt of the Escrowed Funds and agrees to act
as escrow agent and to hold and dispose of all property deposited
with it pursuant to this Escrow Agreement. It is specifically
agreed that, so long as the market value of the securities and cash
in the account equals or exceeds $6,600,000.00, then MGC shall be
entitled to all interest owed on the Escrowed Funds during the
continuation of this Escrow Agreement.
6. Restrictions on Investments It is mutually agreed that
MGC shall not invest the Escrowed Funds other than in a manner
consistent with their present investment policy of AAA rated
investments or their equivalent.
` 7. Disbursement of Funds The Escrow Agent is authorized to
disburse the Obligations as follows:
(i) in accordance with the instructions set forth in any
written letter of direction executed by both MGC and the City;
(ii) upon final order of the circuit court of the county of
Platte;
(iii) upon the Commencement Date, pursuant to a written letter
of direction from the City.
8. Termination of the Escrow Agreement and Return of Funds
This Escrow Agreement will terminate and the Obligations shall be
returned to MGC upon the failure of MGC to become licensed by the
Missouri Gaming Commission pursuant to its initial application for
licensure or the failure by the City to satisfy any material term
3
or condition which impacts the ability of the operator to proceed
in the fashion set forth in the Agreement.
9. Termination This Escrow Agreement shall terminate when
the Escrowed Funds have been fully released or distributed in
accordance with the provisions of this Escrow Agreement or upon
MGC's substantial fulfillment of its obligations under the
Agreement.
10. Duties The duties of the Escrow Agent are only as
herein specifically provided and are purely ministerial in nature
and not discretionary. Escrow Agent shall have no oblitation or
liability hereunder except as a depository to retain the Escrowed
i
Funds and to dispose of the same in accordance with the terms
hereof. Escrow Agent shall not be liable for default by any party
hereto because of such party's failure to perform any duties or
obligations said party has agreed to perform, and shall have no
responsibility, to seek performance by any party.
11. Limitation of Liability Escrow Agent shall not be
liable in any respect on account of the identity, authority, or
rights of persons executing or delivering, or purporting to execute
or deliver, any document or item, and may rely absolutely and be
fully protected in acting upon any item, document, or other writing
believed by it to be authentic in performing its duties hereunder.
- Escrow Agent may, as a condition to the disbursement of money or
property, require from the payee or recipient a receipt thereof,
and, upon final payment or distribution, require a release from any
liability arising out of its execution or performance of this
Escrow Agreement.
12. Limitation of Authority The Escrow Agent shall have the
following authority:
- (a) Escrow Agent shall be protected in acting upon any
written notice, request, waiver, consent, certificate, receipt,
authorization, power of attorney or other paper or document which
Escrow Agent believes in good faith to be genuine and what it
purports to be, including, but not limited to, items directing
investment or non - investment of funds, items requesting or
authorizing release, disbursement or retainage of the subject
matter of this Escrow Agreement and items amending the terms of
this Escrow Agreement.
(b) In the event of any disagreement between any of the
-- parties to this Escrow Agreement, or between any of them and any
other person, resulting in adverse claims or demands being made in
connection with the matters covered by this Escrow Agreement, or in
the event that Escrow Agent, in good faith, shall be in doubt as to
what action it should take hereunder, Escrow Agent may, at its
option, refuse to comply with any claims or demands on it, or
refuse to take any other action hereunder, so long as such
disagreement continues or such doubt exists, and in any such event,
Escrow Agent shall not be or become liable in any way or to any
person for its failure or refusal to act, and Escrow Agent shall be
entitled to continue so to refrain from acting until (a) the rights
of all interested parties hall have been fully and finally
- adjudicated by the court of the agreed jurisdiction, or (b) all
differences shall have been adjudged and all doubt resolved by
agreement among all of the interested persons, and Escrow Agent
5
shall have been notified thereof in writing signed by all such
persons. Notwithstanding the preceding, Escrow Agent may in its
discretion obey the order, judgment, decree or levy of any court,
whether with or without jurisdiction, and Escrow Agent is hereby
authorized in its sole discretion, to comply with and obey (and
shall have no liability to any person for so doing) any such
orders, judgments, decrees or levies which Escrow Agent is advised
by legal counsel of its own choosing is binding upon it. The
rights of Escrow Agent under this subparagraph are cumulative of
all other rights which it may have by law or otherwise.
(c) Escrow Agent shall have no liability for any loss
arising from any cause beyond its control, including (but not
limited to) the following: (a) any delay, error, omission or
default of any mail, telegraph, cable, or wireless agency or
operator; and
p , (b) the acts or edicts of any government or
governmental agency or other group or entity exercising
governmental powers.
(d) Without in any way limiting any other provision of
this Escrow Agreement, it is expressly understood and agreed that
Escrow Agent shall be under no duty or obligation to give any
notice, or to do or to omit the doing of any action or anything
with respect to the subject matter hereof, except to receive, hold
and deliver the same in accordance with the terms of this Escrow
Agreement.
(e) In the event that any controversy should arise among
the parties with respect to this Escrow Agreement, or should the
Escrow Agent resign and the parties fail to select another Escrow
Agent to act in its stead, the Escrow Agent shall have the right to
institute a bill of interpleader in the court of agreed
jurisdiction to determine the rights of the parties.
13. Fees Escrow Agent shall be entitled to reasonable
compensation for its services hereunder. Expenses of the Escrow
Agent shall be paid by MGC.
14. Replacement Escrow Agent Escrow Agent may resign at any
time by giving 5 days' prior written notice to all parties hereto,
but will continue to serve until a successor is appointed. If
Escrow Agent resigns, or for any reason is unable to continue to
serve as escrow agent or fails to continue to serve as agent
hereunder, MGC may, in writing, appoint a successor agent, subject
-- to such escrow agent being acceptable to City, which acceptance
will not be unreasonably withheld. Any successor escrow agent will
have the same rights and duties as the original Escrow Agent and be
governed by the terms and conditions set forth in this Escrow
Agreement, including but not limited to the terms and conditions
relating to resignation and succession set forth in this paragraph
14.
15. Miscellaneous
(a) Any notice, demand or other communication required
or permitted hereunder shall be in writing and shall be deemed to
have been given if and when personally delivered, or delivered by
a nationally recognized overnight courier service, or sent by
- facsimile transmittal (provided that an original copy of any such
notice, demand or communication is delivered by a nationally
recognized overnight courier service the next business day after
-7-
such facsimile transmittal), or on the second business day after
being deposited in United States registered or certified mail,
postage prepaid, and addressed to a party at its address set forth
below or to such other address the party to receive such notice may
have designated to all other parties by notice in accordance
herewith:
If to Missouri:
-- Missouri Gaming Company
219 Piasa Street
Alton, Illinois 62002
Fax No. (618) 474 -7636
With a copy to:
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
Attn: Joseph A. Walsh, Jr.
If to City:
City Clerk
City of Riverside
P.O. Box 9135
- 4500 High Drive
Riverside, MO 64168
Telephone No. (816) 741 -3993
With a copy to:
Don Witt
Witt & Hicklin, P.C.
P.O. Box 157
4th & Main
-- Platte City, MO 64079
Fax No. (816) 431 -3009
If to Escrow Agent:
Donaldson, Lufkin & Jenrette
140 Broadway
32nd floor
New York, New York 10005
-8-
or to such other person or address as such party may direct the
other parties in writing by notice in accordance herewith.
(b) This Escrow Agreement may not be modified or amended
except in a writing signed by all parties hereto.
(c) Neither this Escrow Agreement, nor any of the
rights, duties or obligations of any party hereunder, may be
assigned or otherwise delegated by such party without the prior
written consent of all other parties hereto, which will not be
unreasonably withheld.
(d) This Escrow Agreement shall be binding upon the
successors and permitted assigns of each party.
(e) This Escrow Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State
of Missouri applicable to agreements made and to be performed
entirely within such State. The invalidity or unenforceability of
any provision of this Escrow Agreement shall not affect the
validity or enforceability of the remaining provisions hereof.
(f) This Escrow Agreement may be executed in
_ counterparts and the counterparts, taken together, shall be deemed
to form one original instrument.
(g) The additional provisions relating to the Escrow
Agent attached hereto as Exhibit A are incorporated herein by
reference and made a part hereof, and together with the
_ representation, covenants and indemnifications contained in
paragraphs 10 and 11, shall survive the termination of this Escrow
Agreement.
Wz
IN WITNESS WHEREOF, the parties hereto have caused this
Escrow Agreement to be duly executed as of the day and year first
above written.
A7`TEST:
City Clerk
ATTEST:
cr y
CITY of RIVERSIDE, MISSOURI
B ,B.uh,e�v
Mayor
MISSOURI G COMPANY
By:
Donal dson. Lufkin & Jenrette Securities Corporation hereby accepts
its duties as Escrow Agent hereunder, subject to the terms and
conditions herein set out and acknowledges receipt of the Escrowed
Funds.
By:
Thomas E. Sleg er, - e
Title:
-10-
AMENDMENT NO. 3
Paragraph 5(c) is hereby amended by the following
additional words:
"The City shall have a first priority security interest in
the $5,000,000. payable in cash as advance rent to the City
to secure Missouri's payment of all sums due City under the
terms of this agreement, whether said deposit is with an
independent escrow agent or with the City and the City may
expend all or any part of said $5000,000. at any time
after it has been deposited with the City."
MAYOR
ATT�ST:
�O
CITY CLERK
ARGOSY G / AMING COMPANY
By
ATTEST:
ATTEST:
fl \
MISSOURI GAMING COMPANY
By �,d ..�
#'2707S; 02/07/94
BILL NO. 9q ORDINANCE NO. W - / Z
AN ORDINANCE AMENDING THE CONTRACT AND LEASE WITH MISSOURI
GAMING COMPANY AND RATIFYING THE CONTRACT AND LEASE WITH
MISSOURI GAMING COMPANY AS AMENDED.
WHEREAS, the Board of Aldermen on the 3rd day of June,
1993, adopted Ordinance 93 -26 authorizing the City to enter
into a contract and lease with the Missouri Gaming Company; and
WHEREAS, the City did enter into such contract and lease
with Missouri Gaming Company on June 3, 1993; and
WHEREAS, the City previously amended its contract with the
Missouri Gaming Company; and
WHEREAS, the Missouri Supreme Court found that certain
portions of the gambling referendum to be unconstitutional; and
WHEREAS, the attachment to this ordinance which is
Amendment No. 4 to the Missouri Gaming Company contract has
been determined by the City to be in the best interests of the
City's residents.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The amendment to this contract and lease with
Missouri Gaming Company which modifies the original contract
and lease and amendments 1 2, and 3 thereto is hereby adopted
and made a part of this ordinance as though fully set out
therein.
Section 2. The amendment to this contract marked Amendment
No. 4 is made a part of this contract as though fully set out
therein.
Section 3. The City intends by this ordinance to ratify
the entire contract and lease with Missouri Gaming Company
including the amendment hereto attached.
Section 4. The Mayor and City Clerk are directed to take
such further action as may be necessary to implement the intent
of this ordinance.
PASSED THIS ZA DAY OF A+�, , 1994.
MAYOR
ATTdT :
X,. ,a i
CITY CLERK /� �/
APPROVED THIS 7A DAY OF �� , 1994.
I`m
I_.
ARGOSY /Amendment No. 4 f27035; 02/04/94
Revised 02/07/94
AMENDMENT NO. 4 TO LEASE AND DEVELOPMENT AGREEMENT
This agreement made on this %.U. day of February, 1994,
by and between THE CITY OF RIVERSIDE, MISSOURI, hereinafter
called "City" and MISSOURI GAMING COMPANY, hereinafter called
"Missouri ".
WHEREAS, the parties on the 7th day of June, 1993, entered
into a Lease and Development Agreement for certain land in the
City of Riverside which provided among other things for interim
monthly payments and a minimum guaranteed rent and payments for
a golf course and park; and
WHEREAS, a performance bond in the amount of $10,000,000.
was required by the contract to be posted in order to secure
that the development promises were completed; and
- WHEREAS, the contract was amended by Ordinance on July 6,
1993, extending the date for Missouri to hake the appropriate
zoning application until August 10, 1993; and
WHEREAS, the contract was amended on July 20, 1993, by an
escrow agreement by which $6,600,000. was placed in escrow with
- the firm of Donaldson, Lufkin and Jenrette; and
WHEREAS, the contract was further ar.,ended by Amendment No.
2
3 to provide that the City had a first priority security
interest in the $5,000,000. cash as advance rent deposited with
the independent escrow agent; and
WHEREAS, Missouri and City subsequently entered into a
Lease agreement on a portion of the City Park whicl, provided
among other things for a monthly payment and monthly rent for
the temporary use of the City Park; and
WHEREAS, the Supreme Court of the State of Missouri has
declared that certain portions of the referendum passed by the
voters were unconstitutional thereby necessitating a new
statewide election and which may also necessitate an additional
- local election; and
WHEREAS, Missouri desires to continue to pursue obtaining a
gaming license for those activities legally permissible and
commence operations within the City of Riverside on the interim
site.
NOW, THEREFORE, in consideration of the promises and r„utual
covenants and conditions contained herein, the parties agree as
follows:
1. In the event that Missouri obtains a gaming license
and commences operation, then Missouri shall immediately
release from the escrow account $600,000. which is part of the
development promise of paragraph 10 of the contract. The City
agrees that it will delay demand of a release of the remaining
$6,000,000. until the question of permitting slot machines is
3
resolved by favorable Stztewide vote of the people and if
necessary a local �,rote plus thirty (30) days thereafter.
2. It is agreed and understood that the release of the
$600,000. may be used by the City for the building of the golf
course but the City may not be requirea to use the $600,000.
for this purpose, and may use this sum in any way it deems
appropriate. It is further agreed that under no circumstances
will the sum be credited or repaid back to Missouri.
3. It is further agreed that all interim rent payments
under the initial contract of June 7, 1993 and under the
subsequent lease agreement of November 10, 199t, will continue.
4. The parties recognize that it is the position of the
City that the remainder of the escrow deposit ($6,000,000) is
due on such date when slot garing begins by Missouri in the
City of Riverside. It is agreed that the $600,000. shall not
be reguired to be repaid to the escrow agent for subsequent
payrent to the City of Riverside.
5. The initial contract between the parties provided that
the term of the lease begin on commencement date as defined in
said contract. The parties mutually agree that the term of
this lease is modified so as to begin on a date thirty (30)
days after the favorable vote by the citizens of the State
approving the constitutional amendments which legalizes games
of skill and chance by the citizens of the State of Missouri
and by the City if necessary
FEE. -11 -94 14:16 FROM: ARGOSY GAMING CO. ID: SIB 474 7636 PACE 9
rr ►. '- . a —�-. r.c a a a .no wa . . e. r. a.lw� ary r c.o
I
� ` /\
4
d. The City agrees to defer the requirement of the
posting of a $1o,o00,000. performance bond only until ninety
(90) days after the favorable vote by the State and City
of skill d chan2l is presently
anticipated to occur on or about April 5, 1594.
7. The parties agree that all provisions of the initial
agreement and amendments thereto shall ramain in full force and
affect except as expressly modified by this Amendment.
CITY OF RIVERSIDE, ..M//ISSOURI
by;
Mayor
i
ATTEST:
City Clerk
MISSOURI GAMING COMPANY
Sy • L w•.--
e;er
5
STATE OF MISSOURI )
) ss.
COUNTY OF PLATTE )
On this S.;U day of February, 1994, before me appeared
Betty Burch, to me personally known, who, being by me duly
sworn, did say that she is the Mayor of the City of Riverside,
a political subdivision, known to me to be the person and
officer whose name is subscribed to the foregoing instrument,
acknowledged to me that she executed the same for the purposes
and consideration therein expressed, and as the free act and
deed of said City, and in the capacity therein stated, all by
authority of its Board of Aldermen.
IN TESTIMONY WHEREOF, I have hereunto set ry hand and
affixed my official seal at my office in said County and State
the day and year last above written.
(0* Aofm
Notary ublic
My commission expires:
i.�)zary Public - State of xistourl
Co =dssioned in Platte Count}'
' -y Commission Expires Dec. 21, 19S7
FES -II -S4 14:17 FROM.: AFGOSY GAMING CO. ID: 616 474 7636 PAGE 11
P�.
6
STATE of :LL (at]. — )
) ss.
COUNTY OF dul )
eoN
On this L_ day of February, 1994, before tne,
appeared I _- (5e L- 6 - ` IAM -% duly did s re personally personally rsonally
known, who being by y sworn , Y
the W 4 (,• r -.0 of Missouri Gaming Company, that the Seal
affixed to the foregoing instrulhent is the corporate seal of
said corporation and that said instrument was signed and Sealed
in behalf of said corporation by authority of its board of
'!racto:c, and said �F_ ;tom M 8cknoulsdced
said instrument to to the free pct and deed of said corporation..
_ IN.WITNUS k- iEREOF, I have hereunto set my hand and affixed
"y notarial seal at my office in said County and Statee the day
and year last above written.
I—
otary jeablic
My commission expires 0I' ;rl(:IAL SEAL" NAISY S. HUBRAHD
NUMBr PUKIC — S1r1E n; ILUNO +S
HD CUUNIY, IL .
KY C0' "S�'ON FXPRES OLC. 9, 1994
0
7
GUARANTY
This Guaranty given by Argosy Gaming Company, a Delaware
Corporation, (hereinafter referred to as "Guarantor ") to induce
the City of Riverside, Aissouri (hereinafter referred to as
"City") to enter into a contract with N.issouri Gaming Company
(hereinafter referred to as "Missouri ").
In consideration of the foregoing and of other good and
valuable consideration, Guarantor agrees that:
1. The Guarantor guarantees the prompt performance by
Missouri of each and every obligation of Missouri as set forth
in a contract between City, N,issouri and Guarantor dated
the day of 1994, including, but not
limited to, the prompt payment of all sums due or which become
-- due from vissouri to City and the prompt performance of all
development obligations. If hissouri defaults in the
performance of any obligation including, but not limited to,
the payment of any sums due or the performance of any
development obligation, Guarantor will pay to City on demand
_.- the amount of any payment due together with reasonable
attorney's fees and all costs and other expenses incurred by
City in collecting or compromising the obligation due from
Dissouri. If Missouri defaults in the performance of any
obligation under the contract other than an obligation to Crake
8
pay'ent to City, Guarantor will upon demand pay to City such
sum of money as shall be necessary to conplete the performance
of the obligation, together with reasonable attorney's fees and
all costs and other expenses incurred by City in collecting or
compromising the same.
2. Without further authorization from or notice to
Guarantor, City may alter, compromise, accelerate, extend or
change the time or manner of the performance of any of
N.issouri's obligations as often as City deems necessary and for
such periods of time as City deems necessary, except as noted
below. No exercise or non - exercise by City of any right hereby
given to it, no dealing by City with N,issouri or any other
Guarantor, and no change, impairment or suspension of any right
or remedy of City shall in any way affect or increase any of
Guarantor's obligations hereunder or give Guarantor any
recourse against City.
3. If legal action is taken to enforce this guaranty or
any provision hereof, such action may be against Guarantor and
nay be maintained alone o. joined with any action or other
proceeding against Eissouri or any other guarantor of
Missouri's obligations to City. Prior action or suit against
- N,issouri, whether alone or jointly with other guarantors, shall
not be a prerequisite to City's right to proceed hereunder in
case of T:issouri's default. The rights of City are cumulative
and shall not be exhausted by its exercise of any of its rights
Oj
hereunder or otherwise against Guarantor or by any number of
successive actions until and unless all indebtedness hereby
guaranteed has been paid.
4. It is further understood and agreed that City may, in
its judgment, without notice or consent, accept, release and
exchange collateral securing any indebtedness or obligation of
Missouri, without limiting or lessening the liability of
Guarantor under this guaranty.
5. In addition to all liens cn and rights of setoff
against the money, securities or other property of Missouri or
of Guarantor given to City by law, City shall have a lien on
and a right of setoff against all money, securities and other
property of Guarantor nor. or hereafter in the possession of
City. Each such lien or right of setoff may be exercised
_ without demand on or notice to Guarantor, shall continue in
full force unless specifically waived or released by City in
writing, and shall not be deer,ed waived by any conduct of City
or by any failure to exercise such right.
6. Notice of acceptance is waived. Guarantor consents to
multiple extensions of any obligations of Missouri to City for
periods of time that may exceed the term of the original
obligation or the time within which it was required to be
performed and all such extensions may be made without further
notice to Guarantor. This guaranty shall remain in full force
and effect until Missouri has fully performed each and every
FPE -11 -G4 14 :20 FROM: ARCCSY GAMING CO. ID• 616 474 7636
• � u a� �� • •tea L.• �Ii ."t a1lpl.a V.���.1
PACE 15
10
obligation it is required to perform pursuant to the terms of
the contract deseribad above. In the event yissouri defaults
in any obligation to City prior to the expiration date of the
term of the contract described above or any extensions thereof,
Guarantor shall remain fully obligated hereunder.
7. This guaranty and the obligations hereunder shall be
Linding upon Guarantor ar.d Lpv^ its successors.
IN VITNLSS VHEREOF, Guarantor has caused this guaranty to
be executed by its duly authorized representative on
this day of 39x4.
ARGOSY GAMING COMPANY
a Delaware Corporation
V14! Frasid nt s «o
LTTEST.
ecret y
T
C
BILL 140. 31_.
15980S; 06/20/95
ORDINANCE 140.
AN ORDINANCE AUTHORIZING AMENDMENT NO. 5 TO THE PERMANENT
LEASE AND DEVELOPMENT AGREEMENT.
WHEREAS, under the terms of the lease and development
agreement, the City agreed to lease certain realty to Missouri,
and
WHEREAS, the probability of an adjustment of the exact
location to be leased was anticipated, and
WHEREAS, the exact location of the realty that Missouri
wishes to lease has now been determined.
;:OW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The Lease and Development Agreement is amended
with regard to Exhibit " A " and paragraph 3 on pages 5 and 6 to
provide that the realty to be leased by Missouri from the City
is legally described as follows:
A tract of land located in fractional Section 9, Township
50 North, Range 33 West, Riverside, Platte County,
Missouri, being more particularly described as follows:
Commencing at the Northwest corner of said fractional
Section 9; thence S 00 02' 00" E along the West line of
said fractional Section 9 a distance of 1,591.58 feet;
thence S 89 20' 30" E a distance of 1303.50 feet; to a
point on the East line of the West one -half of the West
one -half of said fractional Section 9; thence S 00 02"
00" E along said East line, a distance of 464.56 feet to
the point of beginning of the tract of land to be
described; thence N 72 35' 37" E a distance of 85.03
feet; thence S 26 46' 19" E a distance of 89.65 feet;
thence N 72 35" 37" E a distance of 80.60 feet; thence S
17 27' 24" E a distance of 30.00 feet; thence S 72
35' 37" W a distance of 67.29 feet; thence S 26 46" 19"
E a distance of 210.26 feet; thence N 85 16F 41" E a
distance of 43.35 feet; thence S 48 20' 49" E a distance
of 90.08 feet to a point on the mean vegetation line of the
Northerly bank of the Missouri River; thence S 63 32'
09" W meandering along said mean vegetation line a distance
of 391.96 feet to a point on the East line of the West
one -half, of the West one -half of fractional Section 9;
thence N 00 02" 00" W along said East line a distance of
497.08 feet to the point of beginning. Contains 97,762
square feet or 2.244 acres more or less.
JUN - 26 -95 "ON 15:26 WITYCHICKLIN PO4
2
-- Section 2. The Kayor is authorized to execute Amendment
No. s which is attached to this ordinance ea thnugh fully set
out therein.
PASSED THIS DAY OF Q m5t� , 1995
t, Av/
MAYOR r
lITT Ts
CI'T'Y CLERK
LPPROVED THIS �Q DIY OF
K&YOR
as 21D w ITT&HICKLIN P_05
f
f
Argosy /Amendment No_ 5
56556; 06/01/95
I
pKEKDYfl�'T_ N0. TO IXASE AND D WP ,ENT A(fRPx'vsr
This agreement made on this 0_Q day of June, 1995, by
and between THE CITY OF RIVERSIDE, MISSOURI, hereinafter called
"CITY" and MISSOURI GAMING CoMpANY, hereinafter called
"MISSOURI".
'- WHEREAS, under the terms of the lease and development
i
agreement, the City agreed to lease certain realty to Vissouri,
WHEREAS, the probability of an adjustment of the exact
location to be leveed vas anticipated, and
-- WHEREAS, the exact location of the realty that Missouri
K16 hes to lease has now been determined.
NOM, THEREFORE, BE IT AGREED AS VOLLMS:
i
Section 1. The lease and development agreement is amended
with regard to Exhibit "A" and paragraph 3 on pages 5 and 4 to
provide that the realty to be leased by Missouri from the City
ie legally described as follows:
A tract of land located in fractional Section 9, Township
50 North, Rang* 33 Nest# Riverside. Platte County,
xiesouri, being more particularly described as follows:
Commencing at the Northwest corner Of said fractional
section 9 thence s coo 02 00" 8 along the West line of
said tractional Section 9 a distance of 1 feet;
thence G ago 20f. 30" E a distanoo of 1303.60 tantl to a
'._ point on the East line of the Kest one -half of the Kest
one -'half of said fractional Section 91 thence 8 00 Oaf
i 00" Z along said East line, a distance of 464.56 feet to
i tfte point of bcginnin� of the tract or land to be
described; thence N 72 35 37" E a distance of 85.03
JUN - 2 6- 9 5 M o N 1!5:M-9 W ITT & H S C K U 2 N
'r
F.06
_ 2
feet; thence S 26 46 19" E a distance of 89.65 feet;
thence N 72 35' 37" E a distance of 80.60 feet; thenoe 8
17 27f 34n_ 2 a distance of 30.00 feet] thence 8 72
35 37" W a distance of 67.29 feet; thence S 26 46F 19"
E a distance or 210.26 feat; thenoe N 95 16' 41" 8 a
distance of 43.35 feetl thence S 48 20' 49" L" a distance
of 9o.08 feet to a point on the mean vegetation line of the
Northerly bank of the Missouri ]River; thence 8 63 32'
09" W meandering along said mean vegetation line a distance
of 391.96 feet to a point on the East line of the What
one -half, of the Kest one -half of fractional Section 91
thenaa N dne 07" 00" V along said East line a distance of
497.08 feet to the point of beginning. Contains 97,762
square feet or 2.244 acres more or less.
- Section 2. It is sutually agreed that the golf course vial
not now be located on this realty and that therefore the word
•golf courts" is deleted from page 6 or the lease and
development agreement, provided however, It is expressly agreed
that KissourV s obligations with regard to the golf course
1 shall not otherwise be changed by this amendment.
Section 3. The City, its assigns and designees shall be
allowed access to and use of Line Creek.
CITY Or RIVERSIDE, KI880URI
eY
mayor
Y ATT Ti
City Clerk
xtssvuxa sarunv Cc�M�ANX
T:
ecr ary
JUN -25 -95 MON 15:29 WITT &HICKLIN
P. 07
=2 06 TIIU 04143 rM 2400 740ZP4D 3
-- OSG 74G 0...40
I ,
STATE OF KISSOURI )
) s9.
I COUNTY or nATTE
On this day of June, 1995 before we appeared Betty
I Burch, to Mo yoreone+l.)y known, vho, bAinq by to duly aworn, did
SLY that she is the Mayor of the City Of Riverside, a political
subdivision, known to me to be the person and officer whose
I naiae is subacribed to the foregoing instrument, acknowledged to
me that she executed the game for the purposes and
consideration therein expressed, and as the free act and deed
Of said City, and in the capacity therein stated, all by
authority ur I.Lu Z"r1) or Allertiaell.
11% TESTIMONY UTEREOF, X have hereunto Bet
my hand and
Zifixed my official seal at ayy Office in the state of Missouri
the day and year laat above vritte
Notary Public
KY commission expiress
i I yak 9�
rk•oG
JUN -22 -93 THU 84:44 PM 2489 74831P4D 816 T46 6349 P.e7
S
STATE OP �.
COUNTY 01? 2116;1
On this of June, 1995 before me,
Appeared . dpy to me personally n .A
_ known, who b nnq by me duly sworn, did cay that ho is tho k�Gpl :
Pv&s� of a corporation and
that the steal affixed to the fore instrument is the
corporate seal of said corporation and tha said instrument wan
- cianel and cealyd in bc.iaif of said corporation by au:nority of
itr, Award of Dircutora, and acid
cc) :ncvledged said instrument to be the free act &(nd deed of
said corporation.
IN WITNESS WHI3Mr. I have hereunto set my- tiand and affixed
my notarial seal at any office in
the day and year last above mitten.
Notary Fd blic
ry commission expires:
N
M R OIS AL fNER OF ILLINOIS
S:11 /01198
-4
12049S; 11/08/93
BILL NO. 9.3'� ORDINANCE NO. 9S'W1
AN ORDINANCE AUTHORIZING THE EXECUTION OF CONTRACT NO. 2
AND THE FIRST ADDENDUM THEREOF.
BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized
to execution Contract No. 2 and the First Addendum thereof
which is attached Exhibit "A" and made a part of this ordinance
as though fully set out herein.
Section 2. The purpose of this contract is to enter into a
temporary lease for a certain portion of the City's land and to
make betwe ne he ncity not Riversidees and eand Missouri ndums to e Gaming a Comagreement
Company and
Argosy Gaming Company.
PASSED THIS V'C�'' DAY OF -/70-V , 1993.
I
MAtOR
ATTE
L CITY CLERK
APPROVED THIS DAY OF �� , 1993 .
L '
�J
f MAYOR
L
I`
12048S; 11/08/93
FIRST ADDENDUM TO CONTRACT NO. 2
BETWEEN THE CITY OF RIVERSIDE, MISSOURI'
AND
MISSOURI GAMING COMPANY
AND
ARGOSY GAMING COMPANY
(OTHERWISE KNOWN AS TEMPORARY LEASE)
WHEREAS, under the terms of the initial contract signed
between these parties on or about June 7, 1993, Missouri and
Argosy were obligated to post a $10, 000, 000. performance bond
on or about September 7, 1993; and
- WHEREAS, no performance bond has been posted at this time;
and
WHEREAS, Missouri and Argosy have requested a temporary
lease and the City has previously indicated a pre-disposition
to grant such a temporary lease conditioned upon the posting of
the performance bond required by the initial contract; and
WHEREAS, the initial contract requires the performangm bond
for all on-site improvements, the guaranty of all performances
due under the contract and the guaranty of all payments due
under the contract. ,
NOW, THEREFORE, BE IT AGREED AS FOLLOWS:
1. The City agrees to execute Contract NO. 2 and this
Addendum expressly conditioned upon the representations of
Missouri Gaming Company and Argosy Gaming Company that they
will be able to post a performance bond or in lieu thereof an
escrow deposit of $10,000, 000. in a form satisfactory to the
City and in the event that said performance bond and/or escrow
deposit is not posted, then this temporary lease shall
terminate on February 8, 1994 notwithstanding any other
provision of the contract.
2. The City agrees that in the event Missouri Gaming
Company is one of the initial six companies granted licenses,
then the requirement of the initial contract of June 7, 1993 to
post a performance bond to assure the performance of every
condition of the contract is by the City waived. It is
expressly understood that the obligation of Missouri Gaming
Company and the corresponding guaranty of Argosy Gaming Company
shall remain in full force and effect to perform each and every
provision of the contract.
f
L
2
1. The City agrees that in the event Missouri Gaming
company is ones of the first six companies to rd0viv3 licenses
and in the event that Missouri Gaming Company exercises ite
option in years SiX 'through twenty of the contract, then the
!� obligation Of Missouri Gaminq company and Argosy Gaming Company
to pont a Performance bond to assure payment of all sumo duo
tha city shall be waived provided however, the obligation of
Mieesouxi Gaming Company and A'9o3y Gaming CompanY pursuant to
`- afftncns u � shall
Aaio
rce and
� and
MissicaningCpanyand rgosy in in GmngCOOPW
agrea to post at the and of five (5) years and annually
L zhareafter the total mount or payment paid on the lease for
the procedi„g year on December 31st as an advance security
depocit for the rent due under the contract dated June 7, 1993•
L 4. All par�los to this contract agrao that misspUrj
Caming Company shall. be deemed liconeed under both contract NO.
I and Contract NO. 1 at any time that a liconao or other right
j to operate in granted by the Hiccourl Gaming commission.
CITY RIVE1�IDE, MISSOURI
Ir By: E=-V
Muyor
ATT ST: _
L city Clerk
MISS CANING OMPANY
B z
L
AO
Tr a y
STATE OF MISSOURI )
bs.
L COUNTY OP PLATTE fh)
On this . av day of �Al&ajly
_ , 1993, before me
appeared natty surob, to me ppe �Wor h tbe Ci X of
duxy sworn, did as that the is the y
Rivoraide, a political subdivision, known to me Go be the
d
person anofficer whose name is Gubsoribed to the forageing
instrument, acknowledged to me that she executed the same for
the purposes and consideration therein expressed, and as the
free act and deed of Said City, and in the capacity therein
stated, all by authority of itc Board of Alderman.
L-
f
L
I
L
r
3
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IN TgSTj moNY wNEREOF, X have hereunto set my hand and
affixed my official .Seal at my office in said County and State
L the day and year last abova written. LA
M' _
Notary Yu is
L ,
My commission expires:
L i -01-0 .
L
STATE OF?�/'n�S,..
L6S.COUNTY OF �«��
On .his /�� day o! �aJev,tberr 1997. before, me
to no personally, who,
L bei g by ns duly a ern, did say that he is the �.• d
na* O, tm rw v.Acn.r that the seal affixed to the
fcrws� a 4 irw�t it the corporate seal of said corporation,
L and that said instrument Was signed and sealed in behalf of
said corporation by authority of its Aoard of Direotors, and
aald ma+ s acknowledged said instrument to be the
L
free aot and deacT of said corporation,
IN TSSTmyy FInuop, r h3vs hereunto set my hand and
affixod my official teal at my office in maid county and 5tatu
Lthe day and year last above written.
No, ary public
My commission expirem:
L " O=PUBLIC. S7ATE
AL
ROWIN
NOTARILLINOIS
My CO6/:0/95
L
L
L
L #1930Sj 10/21/93
Revised 11/04/93
L
I
fCONTRACT NO. 2
BETWEEN
LCITY OF RIVERSIDE, MISSOURI
AND
r
L MISSOURI GAMING COMPANY
L AND
ARGOSY GAMING COMPANY
r
i
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L
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L -
L
C
LEASE AGREEMENT
L This agreement made this /O� day of ln� , 1993, by
and between THE CITY OF RIVERSIDE, MISSOURI, hereinafter called
"City" and MISSOURI GAMING COMPANY, hereinafter called
"Missouri" .
WHEREAS, the City and Missouri have previously entered into
a lease and development agreement relating to a small portion
of the existing City park of the City of Riverside; and
WHEREAS, the lease and development agreement together with
r all amendments thereto remain in full force and effect and are
` not affected by this agreement; and
WHEREAS, Missouri has requested the right to lease the
entire City park on a temporary basis until the permanent site
can be completed; and
WHEREAS, the City is willing to lease the park on a
temporary basis under the terms expressly agreed to herein.
NOW, THEREFORE, in consideration of the promises and mutual
.. covenants and conditions contained herein, the parties agree as
follows:
1. DEFINITIONS. For purposes of this Agreement, the
following definitions shall apply:
A. Adjusted Gross Receipts. Adjusted Gross Receipts
from licensed gambling games and devices less winnings
paid to wagerers.
2
(
�- B. Admission Fee. The fee applicable to each person
embarking on the excursion gambling boat with a ticket
of admission. If tickets are issued which are good
for more than one excursion, the admission fee shall
be paid for each person using the ticket on each
excursion that the ticket is used. If free passes or
complimentary admission tickets are issued, then
` Missouri shall pay the same fee upon these passes or
complimentary tickets as if they were sold at the
regular and usual admission rate, however, Missouri
may issue fee free passes to actual and necessary
officials and employees of Missouri or other-; persons
actually working on the excursion gambling boat.
C. Business Day. Any weekday on which banks in
Missouri are generally open for the conduct of
business with bank personnel, in person, of regular
banking business.
D. Commencement Date. The date in which the building
or the excursion gambling boat are first opened to the
public or one (1) year after licensing by the State
Gaming Commission whichever shall first occur.
L
E. County. Platte County, Missouri
F. Default. Any monetary default or non-monetary
default.
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3
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G. Docking Fee. The fee charged now or hereafter
charged by the City for docking.
H. Estoppel Certificate. A statement in writing
containing all (or, at the option of the requesting
party, only some of) the statements set forth in the
form attached as Exhibit "C" and containing such
additional non-confidential information relating to
this lease, the premises and the excursion gambling
boats, as the requesting party may reasonably specify.
I. Fiscal Year. Missouri's actual fiscal year as in
effect from time to time. Such term shall also mean
r and refer to any partial fiscal year arising because
of a change in Missouri's fiscal year or because of a
variation between the commencement date of Missouri's
fiscal year and the date when Missouri is required to
commence to pay Percentage Rent (subject to proration
of any payments calculated on the basis of a fiscal
`- year) .
J. Golf Course. A Par-3 golf course located in part on
land belonging to the City and leased to Missouri
under the terms of this agreement and in part on land
owned by Missouri and all of the land being leased and
�. controlled by the City.
K. Tenant's Annual Statement. A statement of the
adjusted gross receipts and admission fees for the
L a
L
premises and the excursion gambling boat for each _
fiscal year for which percentage rent is due under
this lease, prepared by the accounting department of
Missouri and delivered to City on or before the one
hundred twentieth (120th) day following the fiscal
year.
r L. Unavoidable Delay. Delay in performance of any
obligation under this lease excluding any obligation
to pay money arising from or on account of any cause
arising beyond the reasonable control of Missouri to
perform the obligation shall be the following,
strikes, flood, condemnation, government pre-emption
(including Corp of Engineering permits and
j' environmental permit that are processed by Missouri in
a timely manner which the City shall be the sole judge
of whether Missouri is using its best efforts to
process all such permits in a timely manner) , war,
riots, and any other cause beyond the party's
reasonable control whether similar or dissimilar to
the cause specifically enumerated in this paragraph,
�Lbut in no event shall unavoidable delay be deemed to
include any delay caused by the Missouri's financial
condition.
2. LEASE. Missouri leases from the City the following
�- realty: ,
5
(SEE ATTACHED EXHIBIT 11111) -
Subject to easements, restrictions and covenants of record and
subject to certain streets within the park that were dedicated
and never built and are in the process of being vacated.
3 . TERM. The term of this lease shall begin on the
15th day of November, 1993 and expire on the 15th day of
November 1995 subject to the following contingencies:
A. In the event that Missouri shall encounter
unavoidable delay with Corps of Engineers
permitting process on the permanent site, then to
the extent the City Council of the City of _
Riverside may bind a subsequent City ;Council,
both parties agree to use their best efforts to
re-negotiate the lease for an additional period
of not more than twelve (12) months.
B. Notwithstanding the foregoing provision of this
lease, Missouri may terminate the lease after
thirty (30) days written notice in the event of
the following contingencies:
` (1) The permanent site has been completed and is
being used for the operation of the
riverboat gaming facility; and
` (2) Missouri has removed all improvements or _
additions and restored to the park so far as
`- practical to its original condition.
L 6 _
(3) OR the application of Missouri to the _
Missouri Gaming Commission has been declined
and Missouri had removed all improvements or
additions and restored to the park so far as
practical to its original condition.
C. Notwithstanding the foregoing paragraph 3A,
Missouri shall also have a right to extend its
lease subject to payment of the monthly fee of
Thirty Three Thousand Three Hundred and Thirty
Three Dollars ($33, 333. 00) for twenty four (24)
months from licensing provided however, nothing
in this paragraph shall permit Missouri ta .lease
for more than thirty-six (36) months. -
4 . CONSIDERATION FOR LEASE.
A. Initial Monthly Payment. Missouri shall pay to City
the sum of Seven Hundred Ninety Nine Thousand Nine
Hundred Ninety Two Dollars ($779,992 . 00) payable
monthly in advance at the rate of Thirty Three _
Thousand Three Hundred and Thirty Three Dollars
($33 , 333 . 00) per month subject to a monthly reduction
for early termination pursuant to paragraph 3 above.
Notwithstanding any other provision of this lease, the
monthly fee of Thirty Three Thousand Three Hundred and
Thirty Three Dollars ($33 , 333 .00) shall be reduced to
7
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f
Ten Thousand Dollars ($10,000. 00) per month (in -
addition to the Ten Thousand Dollars ($10, 000.00) paid
this lease until a license is granted by the Missouri
Gaming Commission. -
5. ON-SITE IMPROVEMENTS BY MISSOURI. It is expressly
understood that the City shall have no obligation to make any
on-site improvement and Missouri shall make the following
on-site improvements:
A. Build a hard surface parking facility in _
accordance with specifications satisfactory to
the City's engineer and/or the City Council. -
B. Furnish a maintenance bond in the amount of
$5, 000. 00 to assure the maintenance of the hard
surface parking facility at all times it is in
use.
�- C. It is expressly agreed that it shall be the -
obligation of Missouri to remove the hard surface
parking facility prior to the end of the lease
and that the City may have the option to use any
rock, asphalt or other materials that have been
i
used in the construction and/or maintenance of _
the said parking facility and/or streets that are
a _
`" required to be removed. It shall be the
L
L --
- obligation of Missouri to remove the rock and -
gravel and to deposit it at the location in the
` City designated by the City. It shall be the
obligation of the City to make said elections and
designations in such a manner that it does not
cause undue delay to Missouri. _
D. The parking facility shall be constructed for 800
passenger vehicles based on size determinations
of the City's current zoning order and other
ordinances of the City.
I
L E. The construction of a permanent street for access
from the Interstate highway south through the
�- City's park in accordance with the City's -
ordinances for permanent streets. The street
shall be not less then fifty two (52) feet wide
(roadway - four (4) twelve (12) foot lanes) with
appropriate street lighting, storm drainage,
railroad signaling, drainage, lighting, and _
permanent chain link fence.
6. SECURITY. It shall be the obligation of Missouri to -
provide all security on the facilities to secure a safe and
secure environment for the members of the public that enter the
facilities.
7. TAXES. In the event of any ad valorem tax or other
tax being assessed against any of the property described in -
L 9 --
i
this agreement, then it shall be the obligation of Missouri to —
discharge that tax.
8 . ZONING CLAUSE. Zoning for the permanent site has
already been obtained by Missouri. Missouri shall promptly
make an application for the appropriate zoning for this site
and/or waivers with regard to the failure to construct a hard
surface parking lot in accordance with the City's existing
regulations and ordinances for hard surface parking lots. In
the event that the zoning is not granted, then this lease shall
L -
terminate thirty (30) days after the final refusal of the City
to grant riverboat gaming on the park property.
r
9. LIGHTING. It shall be the obligation of Missouri to
construct appropriate lighting to the satisfaction of the City -
Engineer for the parking facility. The City may have the
option to acquire the lights without cost at the termination of
this agreement. It shall be the obligation of Missouri to
remove the lights and it shall be the City's obligation for
replacement and reinstallation of the lights at the new _
locations. Both parties agree that they will cooperate in
attempting to use lights that are adequate for the temporary
facility and which may later be used in the City's parks.
10. USE OF PROPERTY. Missouri shall comply with all
City and state rules and regulations concerning its utilization _
of the gaming site for the duration of this agreement.
10
�- 11. MEANS OF PAYMENT. Tenant shall pay all rent by —
' either of the following methods, at Missouri's election, which
election Missouri may change from time to time by at least
thirty (30) days' notice to City; (a) check (subject to
collection) delivered to City at the address provided pursuant
to Article 26 of this lease; or (b) wire transfer to . City's _
bank account, which City shall identify to Missouri upon
request (and City shall have the right to change the bank
account so designated from time to time by at least thirty (30)
days' notice to Missouri) .
12 . INDEMNIFICATION. Missouri shall indemnify and hold
harmless the City for any and all losses, damages or claims of
all types and descriptions which may be claimed against the
City as a result of the use of the real estate described in
this lease or of claims, losses or damages of any kind that may
arise as a result of the gaming operation.
13 . INSURANCE. Missouri shall, at Missouri's sole cost
and expenses, during the term, maintain or cause to be
maintained, the following insurance (or its then reasonably
available equivalent) :
A. Liability. Commercial general liability
insurance against claims for personal injury,
Ldeath or property damage occurring upon, in or
about the premises, including, if Missouri shall
L operate or dock excursion gambling boats from the
Lpremises, protection and indemnity insurance with
11
I -
respect thereof. The coverage under all such —
liability insurance shall be at least Five
Million Dollars ($5, 000, 000. 00) in respect of
injury or death to a single person, and at least —
Twenty Million Dollars ($20,000,000. 00) in
respect of any one accident, and not less than —
Five Million Dollars ($5, 000, 000. 00) for property
damage.
B. Workers" Compensation. Workers' compensation
insurance covering all persons employed in
L connection with the construction, alteration, —
repair or operation of the premises, amd - with
respect to whom any claim could be asserted —
against City or the fee estate. Any or all
workers' compensation insurance required by this
lease may be provided through a self-insurance —
f program, provided that such program is approved
by the appropriate State insurance regulator.
C. First Rent Period. During the first rent
period, Missouri shall also provide or cause its
contractors to maintain contractor's commercial
general liability insurance having a combined
single limit of not less than Five Million —
Dollars ($5, 000, 000.00) (and, if the contractor
12
L.
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�- is undertaking foundation, excavation or
demolition work, an endorsement stating that such
operations are covered and that the "XCU
Exclusions" have been deleted) .
D. Policy Requirements and Endorsements. All
insurance policies required by this lease shall
contain (by endorsement or otherwise) the
` following provisions:
(1) Additional Insureds. The City shall be an
additional insured on all policies of
liability insurance and workers'
compensation insurance.
(2) Primary Coverage. All policies shall be
written as primary policies not contributing
L
with or in excess of any coverage that any
additional insured may carry.
(3) Contractual liability. Policies of
liability insurance shall contain
contractually assumed liability coverage,
relating to Missouri's indemnity obligations
under this lease.
(4) Insurance Carrier Standards. Each rated
insurance carrier shall be authorized to do
business in the State and shall have a
"Best's" rating of at least B+-VI or its
equivalent.
13
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I�- E. Deliveries to City. Missouri shall deliver to
City certificates or certified coverage summaries
of the insurance policies required by this lease,
at least ten (10) days before expiration of any
then current policy.
F. Blanket and Umbrella Policies. Missouri may
provide any insurance required by this lease
pursuant to a "blanket" or "umbrella" insurance
policy, provided that such policy otherwise
complies with this lease.
14 . DAMAGE OR DESTRUCTION.
A. No Rent Abatement. There shall be no abatement
or reduction of any rent or any other sums due
under this agreement on account of casualty,
flood, failure to permitting, inability to use
the site through the failure of wetlands
improvement, Corps of Engineers denials, failure
to obtain the right to discharge sewage, or any
other reason not specifically set forth in this
agreement.
15. CONDEMNATION.
A. Substantial Condemnation. In the event a
substantial condemnation shall occur to any of
the land rented to Missouri, then this lease
shall not terminate and the City shall be
entitled to all condemnation awards less the
14
amount Missouri has actually spent on the public
street and/or parkway.
i
B. Prompt Notice. If either party becomes aware
L
of any condemnation or threatened or contemplated
condemnation, then such party shall promptly give
notice thereof to the other party.
C. Insubstantial Condemnation. In the event of an
L insubstantial condemnation, then the City shall
be entitled to the proceeds.
16. TRANSFER BY MISSOURI. Missouri may assign, sublet,
L mortgage, pledge or transfer all of its interest under this
agreement to any affiliate who acquires all or substtially
L all of its assets or common stock. No other assignment is
Lpermitted without the express written consent of the City which
shall not be unreasonably withheld. This paragraph shall not
L be interpreted to prohibit assignment, routine subleasing of
any of the property of Missouri which is not on the leased
i
�. premises.
17. BANKRUPTCY. If Missouri (as debtor in possession)
L
or a trustee in bankruptcy rejects this lease in connection
with any proceeding involving Missouri under the United States
Bankruptcy Code or any similar state or federal statute for the
relief of debtors (a "Bankruptcy Proceeding") . City shall be
entitled to such other relief as the law may permit in addition
L to the recording of the lease.
( 15
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18 . STATUS OF TITLE. Missouri shall have a right to
satisfy itself within thirty (30) days of the execution of this
lease of the status of the City's title to the property. So
long as the City has not terminated this lease on account of an
event of default by Missouri, then Missouri may peaceably and
- quietly have, hold and enjoy the premises for the term without
molestation or disturbance (except as to the sublease to the
City) .
19. MEMORANDUM OF LEASE. in lieu of recording this
L
document, the parties may record a memorandum of lease.
L 20. FORCE MAJEURE. Missouri's obligation to perform and
observe any term, condition, covenant or agreement on
L Missouri's part to be performed or observed pursuant to this
lease (other than Missouri's obligation to pay any item of rent
L
when due) shall be suspended during such time as such
performance or observance is prevented or delayed by reason of
any unavoidable delay.
�- 21. ACCESS. The City and its agent, representatives and
designees shall have the right to enter the realty described in
this lease together with the surrounding realty which is
developed at the gambling site after reasonable notice to
Missouri during regular business hours.
22 . DEFAULT. The term "event of default" shall mean and
refer to the occurrence of any one or more of the following
L circumstances:
16
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�- A. Monetary Default. A monetary default shall
occur if Missouri after ten (10) days written
notice of default specifying money due to the
City shall fail to pay the same.
B. Non-Monetary Default. If a non-monetary
default shall occur and the non-monetary shall
continue and not be remedied by Missouri within
ninety (90) days after City shall have delivered
to Missouri notice of default describing the same
in reasonable detail. If Missouri shall not (a)
L, within thirty (30) days after City's notice
advise City of Missouri's intention to take all
reasonable steps necessary to remedy such
j non-monetary default due; (b) duly prosecute the
L cure of such non-monetary default within.: the
'L period and then diligently prosecute the
completion of the remedy of the non-monetary
L default and (c) complete such remedy within sixty
(60) days.
L
C. Remedies. City may exercise any or all of the
following remedies and any other remedies
provided for under this lease or available by
L law, all of which shall be cumulative under this
lease: (a) City may collect the liquidated
damages and the lease shall remain in full force
17
y
�- and effect: (b) City may proceed to collect the
performance bonds due under this contract; (c)
City shall have the right to proceed by
appropriate judicial proceedings, either at law
or in equity, to enforce performance or
observance by Missouri of the applicable
provisions of this lease or to recover damages
against Missouri for breach of this lease; or (d)
City may give Missouri a notice of intention to
end the term at the expiration of thirty (30)
days from the date of service of such notice of
f intention. Upon the expiration of such" thirty
'�- (30) day period, unless Missouri shall have cured
the event of default that gave rise to such
notice and, subject to Section 39 of this lease,
this lease, the leasehold estate and the term
shall terminate and City shall retake possession
L of the premises and all rights of Missouri shall
Lcome to an end with the same effect as if that
day were the expiration date of this lease.
Missouri shall peaceably and quietly yield up and
surrender to City the premises.
D. Re-entry. Upon the occurrence of an event of
default and the termination of this lease as
�- provided in this article, City or City's agents
18
r
and employees may re-enter the land, or any part
of the land constituting the golf course or
L
gambling premises either by summary dispossess
I proceedings or by any suitable action or
proceeding at law, and may repossess the same.
L 23 . TERMINATION. Upon the termination date, whether by
expiration of this lease or by default, Missouri shall remove
�- all of its improvements and restore the site to the same
condition as it was prior to the lease so far as practical.
The options of the City to retain and use certain gravel,
asphalt, lighting, etc. shall not be affected by this
paragraph. The permanent street which is built by Missouri
L- will be dedicated as a street and upon acceptance by the City
f will be treated as a public street within the park. It is
L
presently anticipated that the street will be used by both the
permanent facility and by the City to serve the City park.
24 . WAIVERS.
L A. No Waiver by Silence. Failure of either party
to complain of any act or omission on the part of
�- the other party shall not be deemed a waiver by
the non-complaining party of any of its rights
L
under this lease. No waiver by either party at
i
L any time, express or implied, of any breach of
any provisions of this lease shall be a waiver of
L a breach of any other provision of this lease or
19
L
L a consent to any subsequent breach of the same or
any other provision. No acceptance by City of
any partial payment shall constitute an accord or
satisfaction but shall only be deemed a partial
payment on account.
B. No Landlord's Lien. City confirms and
acknowledges that City has n lien or security
` interest in any personal prop rty located in, on
or at the land, and that such property shall not
constitute security for payment of any rent. If
r
any statute or principle of law would grant City
- any such lien or security interest, then:: City
hereby waives the benefit of any such statute,
principle and such lien. City further agrees to
execute and cause any fee mortgagees to execute
f '
such -documentation, in recordable form, as
Missouri shall reasonably require to confirm the
�- foregoing waiver.
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25. ESTOPPEL CERTIFICATES.
A. Failure to Execute Estoppel Certificate. If:
L (a) the requesting party delivers an estoppel
certificate request to the certifying party in
Laccordance with the notice provisions of this
lease; and (b) ten (10) business days have
` elapsed from the effectiveness of such estoppel
L20
i,L
certificate request and during such period the
certifying party has failed to execute and
deliver to the requesting party (or its attorneys
or the third party(ies) designated by such
requesting party) the estoppel certificate
counterpart(s) provided by the requesting party,
setting forth with reasonable specificity any
alleged exceptions to the statements required to
be contained in such estoppel certificate, then
the certifying party shall be deemed for all
purposes, whether or not this lease has been
terminated or is otherwise in full force and
effect, to have executed and delivered to the
third party and the requesting party an estoppel
"- notice, dated as of the effective date of the
estoppel certificate request, in the form
submitted by the requesting party to the
certifying party.
26. NOTIc S. All notices shall be in writing and shall
be addressed to Landlord and Tenant as set forth below.
Notices shall be: (a) delivered by Federal Express or other
courier service to the addresses set forth below, in which case
_ they shall be deemed delivered on the date of delivery to the
address(es) set forth below; (b) sent by certified mail, return
receipt requested, in which case they shall be deemed delivered
21
three (3) business * days after deposit in the United States
mail, provided that no postal strike is then in effect; or (c)
transmitted by facsimile transmission (promptly followed by
delivery upon option "a" or "b") , in which case they shall be
deemed delivered the first business day after delivery has been
electronically confirmed by the recipient's facsimile machine,
as evidenced by the written confirmation produced by the
sender's facsimile machine. No notice shall be effective
unless and until a copy of such notice has been delivered to
the intended recipient's mortgagee(s) , to the extent such
delivery is otherwise required by this lease. Either party may
change its address, - its facsimile machine number, or the, name
and address of its attorneys by giving notice in compliance
with this lease. Notice of such a change shall be effective
only upon receipt. Notice given on behalf of a party by any
attorney purporting to represent a party shall constitute
notice by such party if the attorney is, in fact, authorized to
represent such party. The addresses and facsimile machine
numbers of the parties are:
Landlord:
City Clerk
City of Riverside
P. O. Box 9135
4500 High Drive
Riverside, Mo. 64168
Telephone No. (816) 741-3993
with a copy to:
_ Don Witt
Witt & Hicklin, P.C.
P. O. Box 1517, 4th & Main
Platte City, Mo. 64079
Fax No. (816) 431-3009
22
Tenant:
Missouri Gaming Company
4443 NW Gateway
Riverside, Mo. 64150
Fax No. 741-5423
with a copy to:
Argosy Gaming Company
Office of General Counsel
219 Piasa Street
Alton, Illinois 62002
Fax No. (618) 474-7636
27 . NO THIRD PARTY BENEFICIARIES. Nothing in this lease
shall be deemed to confer upon any person (other than City,
Missouri or any guarantors of Missouri's obligations) any right
to insist upon, or to enforce against City or Missouri, the
performance or observance of either party of its obligations
under this lease.
28 . INTERPRETATION. No inference in favor of or against
any party shall be drawn from the fact that such party has
drafted any portion of this lease. The parties have both
" participated substantially in the negotiation, drafting and
revision of this lease with representation by counsel and such
other advisers as they have deemed appropriate. Material in
brackets constitutes parenthetical material within other
parenthetical material and is intended to be part of this
lease. The words "include" and "including" shall be construed
to be followed by the words: "without limitation. "
29. CUMULATIVE REMEDIES. The remedies to which either
party may resort under this lease are cumulative.
23
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30. RIGHT OF INJUNCTION. In the event of a breach by
either party of any of its obligations under this lease, the
other party shall have the right to seek an injunction, in
y
addition to the rights and remedies provided for under this
lease.
31. AMENDMENT. Any modification or amendment to this
lease must be in writing signed by City and Missouri and
consented to by any - leasehold mortgagee(s) having the right to
consent to amendments or modifications of this lease pursuant
to the terms of this lease. Modifications or amendments of
this lease executed by either party may be exchanged and
delivered by facsimile transmission, and shall be effective
upon such transmission. The parties shall promptly exchange
original signature counterparts of amendments executed by
either party and initially exchanged and delivered by facsimile
transmission.
32 . PARTIAL INVALIDITY. If any term or provision of
this lease or the application of such term or provision to any
party or circumstance shall to any extent be invalid or
unenforceable, then the remainder of this lease, or the
application of such term or provision to persons or
circumstances other than those as to which it is invalid or
unenforceable, shall not be affected by such invalidity, and
each remaining term and provision of this lease shall be valid
and be enforced to the fullest extent permitted by law.
24
L -
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♦� . �.+Ap�;p}�TVA W �a �S,�cn���uaf��ana iry�ia tion
and perlt7�Lt"�neaabe fin.
the lana of the state of Missouri- %t is agreed that it bar-
been
ecbeen executed in Platte County, '.lissour=.
n. . Whenever this: lease racluires either
34• agm
party to perform any action within a specified period, ar
requires that a particular even: cccur within a specified
period, if the last day of such paricd is not a buEiness dayj
than tho poria nball ba dccmed oxtondod through the close of
bucintEE on the first businecc day fcilowing ruch period sG
initially Specified.
it shall ba the specific oblivatio•.•j os Miusouri to oomplete
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4..rpAlrwr7 1•wlainry Inv', 4•he .+i�vnn� w..a •.71 light{nry rt•if1t
to the operation of any eommerciEi activity on the Frits-
SN WITNESS WHEREOF, City and Missouri have duly executed
I
this lease on /D 1992.
CITY OF RIVERSIDE, _MISSOURr
i4uyo:.-
ATTST: J
City clerk U
�- MiDDV ma vvM[ NY
V.
.rAxT T:
Secr ary
25
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' 6TATE OF MISSOURI
COUNTY OF PLATTE
On this J,►L
f��tt,,., day of y 1993, before me
' �
Ir appeared Betty Burch, to me personally known, who, being by me
duty sworn, did may that she is thR Mayor of the City of
Riverside, a political subdivision, known to me to be the
person and officer whose name is subscribed to the foregoing
instrument, acknowledged to me that she executed the Zama for
the purposes and consideration therein expressed, and as the
froo not and dood of eaid City, and in tho capacity thormin
Y stated, all by authority of its board of Aldermen.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal at my office in said County and State
the day and year last above written.
Notary PUblic
'commission expires: '
i
ry
r
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t5TAT8 OF �Ji.f cis
ss.
COUNTY OF
On this 10 f4^ day of �^ � 1993, before mo
to ma poroonally Rhovn, wbo,
appeared
bainq by me duly loom did say that he is the �:�-•
beingll%nn...% �� oma^ that th's Seal affixed to the
ooregv�gain ns x went i the corporate Seal of said eorgoration,
and Chit said lent ant vas signed and sealed in behalf of
and
said cvrgornt on by actino ladged gaidg its Boins rumentr too brs e the
free act aard of I
said � Or said c rporation.
iN TESTIMONY WHEUEOF, x have hereunto set my band and
affixed ley official seal at my ortica in said County anA "ato
tha day and year just above written. &
k;-00y Publlo ---
My commission expiros>:
OFFICIAL S A ^
E L
1RO9IN L. BAI.DWIN
NOTARY PUBLIC, STATE OF ILt IN01S
MY COMMISSION XP186S
6/20/95
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EXHIBIT "1"
A tract of land located in fractional Section 9, Township 50
North, Range 33 West, Riverside, Platte County, Missouri, being
L more particularly described as follows: Commencing at the
Northwest corner of said fractional Section 9; thence S 890
20' 14" E along the North line of said fractional Section 9 a
distance of 1,303.50 feet to the East line of the West one-half
of the West one-half of said fractional Section 9; thence S
000 02' 00" E along said East line a distance of 290.77 feet
to a point on the South right-of-way line of the Chicago,
Burlington and Quincy Railroad, and the point of beginning of
the tract of land to be described: thence S 690 35' 25" E
along said South right-of-way line a distance of 910.66 feet to
the centerline of Zeke Road as established by the plat of "Red
X Plaza" as recorded in the Platte County Recorder's Office in
Plat Book 6 at Page 34; thence S 200 24' 35" W along said
centerline a distance of 55.00 feet; thence continuing on said
centerline on a curve to the left, tangent to the last
described course, having a radius of 555. 15 feet, a. chord
bearing S 160 47' 18" W, and an arc distance of 70. 19,+ feet;
L thence S 690 35' 25" E parallel with said South railroad
right-of-way line and along the South line and South line
extended of a tract of land described in Book 732 at Page 308,
a distance of 439.30 feet to the East line of said tract of
land; thence S 000 01' 36" W along said East line and
parallel with the East line of the Northeast Quarter of said
fractional Section 9, a distance of 1,130.35 feet more or less
to the mean vegetation line of the Northerly bank of the
Missouri River; thence N 820 55' 52" W meandering along said
mean vegetation line a distance of 47.92 feet; thence S 810
52' 31" W continuing along said meander line a distance of
152 .58 feet; thence S 490 18' 07" W continuing along said
meander line a distance of 150.97 feet; thence 8 220 00' 16"
E continuing along said meander line a distance of 52.58 feet;
thence S 800 12' 23" W continuing along said meander line a
distance of 111.72 feet; thence S 690 15' 43" W continuing
along said meander line a distance of 428. 63 feet; thence S
630 32' 09" W continuing along said meander line a distance
of 468.74 feet to a point on the East line of the West one-half
of the West one-half of said fractional Section 9; thence
departing from said mean vegetation line of the Northerly bank
�- of the Missouri River N 000 02' 00" W along the East line of
the West one-half of the West one-half of said fractional
Section 9 a distance of 2, 262.35 feet more or less to the point
L of beginning, Except that part in roads as shown on said plat
of "Red X Plaza", contains 47.89 gross acres (2, 086,471 square
feet) or 44.68 net acres (1,946, 636 square feet) more or less;
L Except the Northern most 125 feet of said Zeke Road which lies
South of said South railroad right-of-way line; and except
those portions of the above described tract which were
previously leased to the Missouri Gaming Company and/or Argosy
�- Gaming Company.
28
#27075; 02/07/94
BILL NO.
9Al-l„Z ORDINANCE NO.
AN ORDINANCE AMENDING THE CONTRACT AND LEASE WITH MISSOURI
GAMING COMPANY AND RATIFYING THE CONTRACT AND LEASE WITH
MISSOURI GAMING COMPANY AS AMENDED.
WHEREAS, the Board of Aldermen on the 3rd day of June,
1993, adopted Ordinance 93-26 authorizing the City to enter
into a contract and lease with the Missouri Gaming Company; and
WHEREAS, the city did enter into such contract and lease
with Missouri Gaming Company on June 3, 1993; and
WHEREAS, the City previously amended its contract with the
Missouri Gaming Company; and
WHEREAS, the Missouri Supreme Court found that certain
portions of the gambling referendum to be unconstitutional; and
WHEREAS, the attachment to this ordinance which is
Amendment No.determined4 by othe the Cityssouri to be inming the best Company
intere interests contract
been of the
City's residents.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
Section 1. The amendment to this contract and lease with
Missouri Gaming Company which modifies the original contract
and lease n
adopted
and made apart Hofs this ordinance thereto and 3 hereby
inance asthough fullyet Out
therein.
Section 2. The amendment to this contract marked Amendment
No. 4 is made a part of this contract as though fully set out
therein.
Section 3. The City intends by this ordinance to ratify
IL the entire contract and lease with Missouri Gaming Company
including the amendment hereto attached.
Section 4. The Mayor and City Clerk are directed to take
such further action as may be necessary to implement the intent
of this ordinance.
DAY OF , 1994 .
PASSED THIS
MAYOR
ATT T:
CITY CLERK
�/ , 1994.
APPROVED THIS /�DAY OF
MAYOR
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P . 00
4.
ARGOSY/Amendment No. 4 12703S; 02/04/94
Revised 02/07/94
axeNnMENT
NO, 4 TO LFASE AND DEVELOPMENT AGREEMENT
This agreement made on this .CIS day of February, 1994,
by and between THE CITY OF RIVERSIDE, MISSOURI, hereinafter
called "City" and MISSOURI GAMING COMPANY, hereinafter called
"Missouri".
WHEREAS, the parties on the 7th day of June, 1993, entered
into a Lease and Development Agreement for certain land in the
City of Riverside which provided among other things for interim
monthly payments and a minimum guaranteed rent and payments for
a golf course and park; and
WHEREAS, a performance bond in the amount of $10,000,000.
was required by the contract to be posted in order to secure
that the development promises were completed; and
WHEREAS, the contract was amended by Ordinance on July 6,
1993, extending the' date for Missouri to make the appropriate
Zoning application until August 30, 1993; and
WHEREAS, the contract was amended on July 20, 1993, by an
escrow agreement by which $6,600, 000. was placed in escrow with
the firm of Donaldson, Lufkin and Jenrette; and
wHEREAS, the contract was further amended by Amendment No.
P. 06
rti \.
2
3 to provide that the City had a first priority security
interest in the $5,000,000. cash as advance rent deposited with
the independent escrow agent; and
WHEREAS, Missouri and City subsequently entered into a
lbabe b9I:UW„1211'6 u11 b porLiori Oi the LILY Yd1rx w1iiCU plu"U”
among other things for a monthly payment and monthly rent for
the temporary use of the City Park; and
WHEREAS, the supreme Court of the State of Missouri has
declared that certain portions of the referendum passed by the
voters were unconstitutional thereby necessitating a new
statewide election and which may also necessitate an additional
local election; and
WHEREAS, Missouri desires to continue to pursue obtaining a
gaming license for those activities legally permissible and
commence operations within the City of Riverside on the interim
site.
NOW, THEREFORE, in consideration of the promises and mutual
covenants and conditions contained herein, the parties agYee as
follows:
1. In the event that Missouri obtains a gaming license
and commences operation, then Milsouri shall immediately
release from the escrow account $600,000. which is part of the
development promise of paragraph 10 of the contract. The City
agrees that it will delay demand of a release of the remaining
$6,000,000. until the question of permitting slot machines is
P. 137
3
resolved by favora ✓✓s tewwide vote of the people and if
30-
necessaryWro -G,a loeallvote pluusthirty (30) days thereafter.
2. it is agreed and understood that the release of the
$600,000. may be used by the city for the building of the golf
course but the City may not be required to use the $600,000.
for this purpose, and may use this sum in any way it deems
appropriate. It is further agreed that under no circumstances
will the sum be credited or repaid back to Missouri.
3. 1t is further agreed that all interim rent payments
under the initial contract of June 7, 1993 and under the
subsequent lease agreement of November 10,. 1993, will continue.
4. The parties recognize that it is the position of the
�- City that the remainder of the escrow deposit JILAURL99-01 is
due on such date when slot claming begins.- by Missouri in the
City of Riverside, It is agreed that the 5600.000, shall-0-21
be required to be reoaid to the escrow agent for subseouent
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payment to the City of Riverside.
5. The initial contract between the parties provided that
the term of the lease begin on commencement date as defined in
said contract. The parties mutually agree that the term of
this lease is modified so as to begin on a date thirty (30)
days after the favorable vote by the citizens of the State
as or vine the constitutional amendments which legalizes games
of skill end chance by the citizens of the State of Missouri
and py the City, if necessary.
P. 08
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a
4
6. The City agrees to defer the requirement of the
posting of a $10,000,000. performance bond only until ninety
(90) days after the favorable vote by the State and City
legalizing games of skill and which is presently
anticipated to occur on or about April 5, 1994.
7, The parties agree that all provisions of the initial
agreement and amendments thereto shall remain in full force and
effect except as expressly modified by this Amandment.
CITY Or RIVERSIDE, MISSOURI
By: ALM 46WA44
Mayor
ATT T:
c Pit'1uh�
City Clerk. v
MISSOURI GAMING COMPANY
By:
�;erly'/
et
P . 09
5
STATE OF MISSOURI )
) 6e•
COUNTY of PLATTE )
On this ,_L0q., day of February, 1994, before me appeared
Betty Burch, to me personally known, who, being by me duly
sworn, did say that she is the Mayor of the City of Riverside,
a political subdivision, known to me to be the person and
officer whose name is subscribed to the foregoing instrument,
acknowledged to me that she executed the same for the purposes
and consideration therein
and in then capacitya therein st ted,and as the free cct all and
by
deed of said City,
" authority of its Board of Aldermen.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal at my Office in said County and State
the day and year last above written.
Notary Vblid
My commission expires:
a.rtasy Public • state of Missouri
Commissioned in Plstte county
i� Coasission Bxpises Dec. 21, 3.997
P. le
6
STATE OFt ea I
) ss.
COUNTY OF uow )
On this 7A day of February, 1994, before fie,
appeared0.1WyL- G' duly sworn, did say ethpersonally
known, who being by me Y
e is
thay(•t A C. F.O• of Missouri Gaming Company, that the seal
affixed to the foregoing instrument is the corporate seal of
said corporation and that said instrument was signed and sealed
in behalf of said corpor tion by authority of its Board of
Directors, and said AMA b UV*'" acknowledged
said instrument to be the free act and deed of said corporation.
IN.WITNES5 WHEREOF, I have hereunto set ply hand and affixed
my notarial seal at my office in said County and State, the day
and year last above written,
J2
Votary lic
My commission expires: =PUBLIC-STATE
SEAL"
. �- HUBBARD
TATE OF ILLINOIS-
UNTY. Il.IRES DEC. 9, 1994
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` Argoey/Amendment No_ 5
$8556; 06/01/98
AIM== IR& J To mass AND DInMOPHUNT AOREEMM
This agreement.made an this AQ day of June, 19956 by
and between THE CITY OF RIVERSIDE, MISSOURI, hereinafter called
"CITY" and MISSOURI GAMING COMPANY, hereinafter called
"MISSOURI".
WHEREAS, under the terms of the lease and development
agreement, the City agreed to lease certain realty to Missouri,
and
WHEPIM, the probability of an adjustment of the exact
location to be leased was anticipated, and
WHEREAS, the exact location of the realty that Missouri
Washes to lease has now been determined.
NOR. THEREFORE, BE IT AGREED AS FOLLOWS:
i
section 1. The lease and development agreement is amended
with regard to Exhibit "A" and paragraph 3 on pagan 5 and 6 to
provide that the realty to be leased by Missouri from the city
Is legally described as follows:
A tract of land located in fractional Section 9, Township
SO. North. Range 33 Woot, RiV"Vida. Platte 1;94nty,
Missouri, being more particularly described as followss
Commencing at the Northwest corner of said fractional
Section 91 thence 6 000 021 00" s along the West line of
said fractional Section 9 a distance of 1,591.58 feet;
thonce r. ago 20f. 30" E a distance of 1303.50 foOtJ to a i
point on the East line of the West ona=half of the Nest
one-half of said fractional Section 91 thence S 000 024
00" E along said East line, a distance of 460.56 feet to
Me point of beginning of the tract of land to be
described; thence N 720 350 37" E a distance of 85.03
2
feet; thence 8 260 460 19" E a distance of 89.65�enoet$
thence N 720 350 37" E a distance of 80.60 feet;
170 270 14" B a distance of 30.00 feet; thence 9 720
3511 37" N a 'distance of 67.29 feet; thence 9 260 46# 1g"
E a distance 0! 310.36 teat; thence N 850 16' 41" E a
distance of 43.25 feeti thence S 480 20' 49" E a distance
of 90.08 feet to a point on the mean vegetation line Of the
Northerly bank of the ?Missouri River; thence S 630 321
o9" W meandering along said mean vegetation line a distance
of 391.96 feet to a point on the East line of the hest
one-half, of the West one-half of fractional Section 9;
thanoa N Ono 02' 00" W along said East line a distance of
497.08 feet to the point of beginning. Contains 97,762
square foot or 2.244 acres more or less.
Section 2. it is mutually agreed that the golf course will
not now be located on this realty and that therefore the word
•golf course" is deleted from page 6 OC the lease and
development agreement, provided however, it is expressly agreed
that "Issourils obligations with regard to the golf course
shall not otherwise be changed by this amendment.
Section 3. The City, its assigns and designees shall be
allowed access to and use of Line Creek.
CITY OF RIVERSIDE* MISSOURI
$y: i
`-
Mayor
ATT x:
City Clerk
Alb'tlOtllt1 -IsAlll�a(s/
ecr ary
�L
a
BTATB OF M1880UR1 )
i9.
�- COUNTY Or PIATTE
on this A&dday of June, 1995, before as appeared Betty
Burch, to me yeroonaUy known, who, being by ma duly sworn, Qid
may that she is the Mayor of the City of Rivarsida, a political
subdivision, known to me to be the person and officer whose
name is subscribed to the foregoing instrument, acknowledged to
me that she executed the same for the purposes and
consideration therein expressed, and as the free act and dead
of said City, and in the capacity therein stated, ' all by
authority wr iLs board or AldermEn.
;N TZSTXMONX WHEREOF, X have hereunto not my hand and
affixed my official seal at my office in the State of Missouri
the day and year last above writte
4tt.
Notary public
My commission expires:
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STATE OF �.
COUNTY OF21 11
On this �� Py
of June, 19950 before not
appeared 4 __ tJ to me personally n
known, who bAnq 'by me duly swor , did Day that ho Ir. tho Vl 10i1u
President or �..�p�c a corporation and
that the seal affixed to the forego i g instrument is the
corporate seal of said corporation and that said instrument was
signed and sealed in behalf of said carpqrAtion by authority of
L_ iLe board of Direutore, and said �g
acknowledged said instrument to be the free act dnd dead of
said corporation.
rN wrmus wars OF, X have herikuntp set my_jand and affixed
my notarial seal. at my office in
Lthe day and year last above written.
Notary A blit
L Bycommission expires: 11-1- ,
L OFFICIAL SEAL
CAROLYN M ITTNER
NOTARY PUBLIC,STATE Of ILLINOIS
MY COMMISSION EXPIRES:11/01/90
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