HomeMy WebLinkAbout2001-130 - Sixth Amendment to Lease and Development AgreementBILL NO. ~~J~~'~~d
ORDINANCE NO. ~!~~~~~~
AN ORDINANCE AUTHORIZING AND APPROVING THE SIXTH
AMENDMENT TO LEASE AND DEVELOPMENT AGREEMENT AND
DOCUMENTS AND ACTIONS RELATED THERETO.
WHEREAS, the City and Missouri Gaming Company ('`MGC") entered into that certain
Lease and Development Agreement dated June 7, 1993 as amended by Ordinance No. 93-37
dated July 6, 1993, Ordinance No. 93-41 dated July 20, 1993, Ordinance No. 93-41 dated July
20, 1993 approving Amendment No. 3, Ordinance No. 94-12 dated February 7, 1994 approving
Amendment No. 4, and Ordinance No. 9~-37 dated June 20, 1995 approving Amendment No. 5
(collectively, the "Lease"); and
WHEREAS, the City and MGC desire to further amend the Lease.
BE IT ORDAINED BY THE BOARD OF ALDERMEN FOR THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1. The execution and delivery of the Contract, in substantially the form
attached as Exhibit A with such changes, additions and deletions as may be approved by the
officer executing such document, such execution being conclusive proof of such approval, the
performance of City obligations under the Contract and the executions and delivery of all
documents and the performance of all actions related thereto are approved; subject to the
approval of the Contract by the City Attorney. The Mayor, City Clerk, City Administrator
and the City Attorney are authorized to execute such documents and take such actions as are
necessary or desirable to effectuate the intent of this Ordinance.
SF,CTTON 2. This Ordinance shall be in full force and effect from and after its passage
and approval.
/r'
PASSED AND APPROVED THIS ~~~DAY OF ~ ~ ?J~~~~2001.
_ ~ -~
ATTEST: - ~~ ~
Ci Clerk
GIiLC~,
Mayor
SIXTH AMENDMENT TO LEASE AND DEVELOPMENT AGREEMENT
THIS AMENDMENT is made and entered into as of 'z~ ~!>E~. , 2001 by and
between the City of Riverside, Missouri ("City") and Missouri Gaming Company ("MGC").
WHEREAS, the City and MGC entered into that certain Lease and Development
Agreement (the "Original Lease") dated June 7, 1993 relating to the development of the Argosy
Casino in the City;
WHEREAS, the City passed that certain Ordinance No. 93-37 dated July 6, 1993
amending the Original Lease ("First Amendment");
WHEREAS, the City, pursuant to Ordinance No. 93-41 dated July 20, 1993, MGC and
Donaldson, Lufkin and Jenrette, as Escrow Agent, entered into that certain Escrow Agreement
also referred to as Amendment No. 2, amending the Original Lease, as previously amended by
the First Amendment ("Second Amendment");
WHEREAS, the City, pursuant to Ordinance No. 93-41 dated July 20, 1993, Argosy
Gaming Company and MGC entered into that certain Amendment No. 3 amending the Original
Lease, as previously amended by the First and Second Amendments ("Third Amendment");
WHEREAS, the City, pursuant to Ordinance No. 94-12 dated February 7, 1994, and
MGC entered into that certain Amendment No. 4 to Lease and Development Agreement dated
February 7, 1994 amending the Original Lease, as previously amended by the First, Second and
Third Amendments ("Fourth Amendment");
WHEREAS, the City, pursuant to Ordinance No. 95-37 dated June 20, 1995, and MGC
entered into that certain Amendment No. 5 to Lease and Development Agreement dated June 20,
1995, amending the Original Lease, as previously amended by the First, Second, Third and
Fourth Amendments ("Fifth Amendment"); and
WHEREAS, the City and MGC desire to further amend the Original Lease, as previously
amended by the First, Second, Third, Fourth and Fifth Amendments (as now and hereafter
amended, the "Lease"). Terms used in this Amendment but not defined herein shall have the
meaning set forth in the Lease.
IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES HEREIN
CONTAINED, THE PARTIES AGREE THAT THE LEASE IS AMENDED AS FOLLOWS:
1. TERM
a. Term. The current renewal term of the Lease commenced on December 8, 1999
and shall terminate at 12:00 midnight on December 7, 2014, subject, however, to
prior termination or to extension or renewal (if applicable) in accordance with the
terms and conditions hereof.
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b. Renewal. Providing MGC is operating a gaming facility in the City, the Lease
shall be automatically renewed for six successive additional five year terms,
commencing upon the expiration of each succeeding renewal term, if any, unless
MGC provides the City with six (6) months prior written notice that MGC shall
be terminating its operations within the City at the end of the then current term
and MGC terminates its operations within the City at such time.
2
ADDITIONAL LEASED PREMISES AND PARKING LOT. The City leases (as a part
of the leased premises under the Lease) to MGC the property described on Exhibit A
being the southern portion of Tract 54 to be used solely as a surface parking lot for
employees which area shall contain enough land for a surface parking lot ("Parking Lot")
containing the same number and type of usable employee parking spaces as are, on the
date hereof, located on the property donated as permanent right of way to the Levee
District pursuant to this Amendment ("Donated Property"), the size of which shall be
agreed upon in writing by the City and MGC prior to the commencement of construction
of the Parking Lot and conveyance of the Donated Property. After the Donated Property
is donated to the Levee District, MGC shall build and engineer, at MGC's cost, the
Parking Lot; provided, however, MGC shall be entitled to a credit against rent due
hereunder in an amount equal to the actual reasonable cost of constructing the Parking
Lot in a manner and type similar to employee parking lot located on the Donated
Property. Prior to the application of such credit, Argosy shall submit to the City a detail
of the costs of the Parking Lot for which Argosy desires to claim a credit. If and to the
extent approved by the City, which approval shall not be unreasonably withheld, MGC
shall be entitled to a credit in the amount so approved against its next ensuing quarterly
payment due to the City hereunder.
3. NEW EXPANSION The Expansion Facility and the Hotel are collectively the "New
Expansion."
a. Expansion Facility. MGC may construct, maintain and operate an expansion of
its current facilities and has requested that the City consider a reduction in
applicable rent percentages if MGC constructs, maintains and operates such an
expansion. The City has, pursuant to this Amendment, agreed to reduce certain
rent percentages if an expansion facility meeting the following minimum criteria
("Expansion Facility") is constructed by MGC:
i. it must be constructed immediately adjacent to and as a part of the current
MGC land based facility;
ii. it must be constructed within the Redevelopment Project I-Phase A Area;
iii. it must consist of at least 1,800 gaming positions; and
iv. it must at all times have all permits, licenses, consents and authorizations
required by the City, state and federal ordinances, rules, laws and
regulations to enable MGC to conduct gaming operations in the Expansion
Facility.
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b. Hotel. MGC is considering construction of a hotel in the City and has requested
that the City consider an additional reduction in applicable rent percentages if the
hotel is Opened. The City has, pursuant to this Amendment, agreed to further
reduce certain percentages if a hotel meeting the following minimum criteria
("Hotel") is constructed by MGC and operated as a part of the overall MGC
gaming facility:
i. it must be located adjacent to the MGC Expansion Facility;
ii. it must be located within the Redevelopment Project I-Phase A Area;
iii. it must have a minimum of 150 sleeping rooms; and
iv. it must at all times have all permits, licenses, consents and authorizations
required by the City, state and federal ordinances, rules, laws and
regulations to enable hotel operations to be conducted in the Hotel facility.
c. Use of IBC. Argosy has stated that the Expansion Facility will not occur unless
the International Building Code ("IBC") is utilized in the construction of the
Expansion Facility and has requested that the City allow the Expansion Facility to
be built in accordance with the IBC. The City acknowledges that Argosy has
made such a statement and request. The City will adopt a process to consider
variances from the City Code for items that conform to the International Building
Code.
d. Riparian Mitigation. Due to the New Expansion and the realignment of the Levee
Project proposed by MGC, MGC is required to mitigate certain wetlands
("Wetlands") and certain riparian lands ("Riparian Mitigation") which are being
displaced by such activities as further described in the Request for Modification
of Department of the Army (DA) Permit No. 199400858 ("Permit") for the
Riverside Casino Project in Platte County, Missouri submitted to the Corps on
October 17, 2001 ("Modification Request") and approved by the letter from the
Corps dated November 1, 2001. In connection with the Wetlands and the Riparian
Mitigation,
The City will allow as a credit but only against the portion of the rent
defined below as the 100M Excess Rent, the actual acquisition cost of
$4,500 per acre for the conservation easement to be acquired from Bill
Mann ("Mann") to mitigate the Wetlands; provided, however, in no event
shall such credit exceed $112,500. The 100M Excess Rent means the
portion of the rent due under Section 4(a)(ii) or 4(a)(iii) based upon a
percentage of AGR in excess of $100,000,000.
ii. The parties acknowledge and agree that due to MGC's understanding that
the Mann property could not be used as Riparian Mitigation (defined
below) because Mann initially indicated that the growing of trees thereon
might impair his ability to use of the rest of his property, MGC's
Modification Request to the Corps indicated that certain riparian lands
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("Riparian Mitigation") would be mitigated on City Owned Property
(defined below). Therefore, the parties acknowledge and agree that the
Mann property is not currently approved by the Corps, in the modified
Permit, for the "Riparian Mitigation." "Riparian lands" is an area set aside
for trees which would normally be found along riverbanks in or near
wetlands areas. Notwithstanding the above, since the submission of the
Modification Request, MGC has entered into a contract with Mann which
will allow, with Corps approval, the Mann property to be used as the
Riparian Mitigation. The parties agree that the City Owned Property will
be used for mitigation of the Riparian Mitigation only as a last resort.
iii. Due to MGC's representation that it would be prevented from proceedings
and the Expansion Project would be delayed or even potentially thwarted
and conditioned upon MGC compliance with the conditions set forth in
this section, the City will, pursuant and subject to the terms and conditions
of this Amendment, enter into the Riparian Mitigation Agreement and
grant the conservation easement ("City Conservation Easement"), both in
substantially the form attached as Exhibit D for the property described in
the attached Exhibit E ("City Owned Property").
iv. Notwithstanding the Corps' conditional approval of the Modification
Request by letter dated November 1, 2001 or any other approvals or the
execution and delivery of the Riparian Mitigation Agreement or the
granting of the City Conservation Easement, prior to the actual use of the
City Owned Property for the Riparian Mitigation, the parties agree that
MGC will first use its best efforts to obtain a modification of its permit so
that the Riparian Mitigation will be placed on property interests being
acquired from Mann or on any other property acquired by MGC for such
use rather than the City Owned Property. MGC will submit all documents
and take all actions to obtain Corps approval relating to this matter,
including the submission to the Corps of a modification request to use the
Mann property for the Riparian Mitigation before January 31, 2002 and
diligently pursuing the approval of same. Within ten (10) days of Corps
approval of such request, MGC shall file a release and termination of the
City Conservation Easement with the Platte County Recorder of Deeds.
The City agrees to use its reasonable best efforts and to request assistance,
as needed, from the Levee District to assist MGC in receiving favorable
review and approval from the Corps.
v. The terms, conditions and agreements set forth herein shall not merge
when closing of the City Conservation Easement occurs but shall survive
such closing and continue in full force and effect.
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4. RENT
a. Rent: During the term of the Lease and each renewal term, MGC will pay to the
City for each lease year an amount equal to the following on all AGR earned
during the applicable time period:
i. Until the Opening of the Expansion Facility:
3% of first $50,000,000 of Adjusted Gross Receipts ("AGR")
4% of AGR between $50 and $100 Million
5% of AGR in excess of $100,000,000
ii. Upon Opening of the Expansion Facility:
3% of first $50,000,000 of AGR
4% of AGR between $50 and $100 Million
2% of AGR in excess of $100,000,000
iii. If the Hotel is Opened within five years of the date the Expansion Facility
is Opened, then beginning upon the date the Hotel Opens and during the
time the Hotel is so Opened and operating:
3% of first $50,000,000 of AGR
4% of AGR between $50 and $100 Million
1.5% of AGR in excess of $100,000,000
iv. Provided that if the statutory admission fee due and payable to the City
under Section 313.820 RSMo ("Statutory Admission Fees") or the
statutory AGR fees due and payable to the City under Section 313.822,
RSMo ("Statutory AGR Fees") are reduced, eliminated or redirected
through amendment(s) of these statutes or in any other manner by the
Missouri General Assembly, rent hereunder shall be increased as follows:
(1) if the Statutory Admission Fees or Statutory AGR Fees are
reduced, eliminated or redirected and there is a net decease in the
amount of such Statutory Admission Fees or Statutory AGR Fees
paid by MGC, then the rent hereunder shall be increased by an
amount equal to such Statutory Admission Fees revenue reduction
and/or Statutory AGR Fees revenue reduction, as the case may be,
suffered by the City.
EXAMPLE: The Statutory Admissions Fee is reduced to $1 and
the City's portion thereof is reduced to $.50. For Year Y, total
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admissions were 1,000,000. If such reduction had not occurred,
MGC would have paid $2,000,000 and the City would have
received $1,000,000; however, now MGC pays only $1,000,000
and the City receives only $500,000. The amount required to be
paid by MGC has decreased by $1,000,000. The revenue
reduction suffered by the City is $500,000. Therefore, rent
hereunder is increased by $500,000. The same calculations would
be performed if the Statutory AGR Fees were reduced or
eliminated.
(2) if such Statutory Admission Fees or Statutory AGR Fees are
redirected in any manner which results in no net decrease in the
amount of such Statutory Admission Fees or Statutory AGR Fees
paid by MGC, then the rent hereunder for each year shall be
increased by an amount equal to such Statutory AGR Fees revenue
reduction and/or Statutory Admission Fees revenue reduction
suffered by and redirected away from the City, as the case may be;
but in no event shall such increase exceed $250,000 for each
applicable year; provided, however, this subsection shall not apply
during the time period that the Hotel is Opened and fully
operational provided the Hotel is Opened within the time period
required above.
EXAMPLE: The Statutory Admission Fee is redirected in such a
manner that the City's portion thereof is reduced to $.50. For Year
Y, total admissions were 1,000,000. Since this is a redirection,
MGC receives no decease in the amount it pays; it pays $2,000,000
for Year Y. If such redirection had not occurred, the City would
have received $1,000,000; however, now the City receives only
$500,000. Although the revenue reduction suffered by the City
due to such redirection is $500,000, rent is increased by only
$250,000, the maximum allowed in this situation. The same
calculations would be performed if the Statutory AGR Fees were
redirected.
b. Timing of Payments:
Such annual amount shall be paid in four quarterly installments, each
payable not later than the 20~' day after the end of each quarter. Each
quarterly installment shall be computed based upon quarterly AGR for the
immediately preceding quarter taking into account the cumulative AGR
for such lease year and shall be accompanied by the quarterly AGR
statement that shall include the AGR for the immediately preceding
quarter and the cumulative AGR for the lease year. If AGR is revised for
any reason from the AGR used in calculating any applicable quarterly
payment, MGC shall, within thirty days of such revision, provide to the
City a revised AGR statement with an explanation of such revision and
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shall (I) pay to the City an additional payment equal to the amount by
which the total of the rent payments made for such lease year is less than
the amount due computed on the revised AGR for that lease year; or
portion thereof, as the case may be or (2) receive as a credit against the
next rent payment due the City pursuant to this Lease, an amount equal to
the amount by which the total of the rent payments made for such lease
year is greater than the amount due computed on the revised AGR for that
lease year; or portion thereof, as the case may be.
ii. If the rent percentages are reduced during a lease year due to the
Expansion Facility and/or the Hotel, such decreased percentages shall
apply only to AGR earned on and after the date of such Opening, with the
higher percentages applying to all AGR earned prior to the date of such
Opening; provided further, for any quarter in which an Opening occurs,
the quarterly AGR statement provided by MGC to the City shall also
include the AGR for the portion of the quarter earned prior to the date of
such Opening (stub period) and the AGR for the portion of the quarter
earned on and after such Opening date (stub period).
iii. All payments of rent, additional rent, or other payments required by the
provisions of the Lease which are not paid when due shall be in default.
All such payments, which are in default, shall bear interest at eighteen
percent (18%) per annum from and after the date said payments were due.
c. Definition of Open. When used herein, the term "Open" and variations thereof
means,
With respect to the Expansion Facility, the Expansion Facility has been
granted a certificate of occupancy and the Expansion Facility satisfies the
following minimum criteria:
(1) The Expansion Facility has been constructed immediately adjacent
to and as a part of the current MGC land based facility;
(2) The Expansion Facility has been constructed within the
Redevelopment Project I-Phase A Area;
(3) The Expansion Facility has at least 1,800 operating gaming
positions; and
(4) The Expansion Facility has been constructed and is being operated
pursuant to all permits, licenses, consents and authorizations
required by the City, state and federal ordinances, rules, laws and
regulations to enable MGC to conduct gaming operations in the
Expansion Facility.
ii. With respect to the Hotel, the Hotel has been granted a certificate of
occupancy and the Hotel satisfies the following minimum criteria:
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(1) The Hotel has been constructed immediately adjacent to the
Expansion Facility;
(2) The Hotel is located within the Redevelopment Project I-Phase A
Area;
(3) The Hotel has a minimum of 150 sleeping rooms; and
(4) The Hotel has constructed and is being operated pursuant to all
permits, licenses, consents and authorizations required by the City,
state and federal ordinances, rules, laws and regulations to enable
hotel operations to be conducted in the Hotel facility.
5. AUDIT
The City's right of audit may be exercised at any time and from time to time within
twenty-four (24) months after the end of any lease year; provided further that if at any time the
State of Missouri, including the Missouri Gaming Commission, audits or otherwise determines
that MGC's adjusted gross revenues have been (i) understated, MGC shall, within thirty (30)
days, pay to the City the difference between the amount actually paid by MGC for such period
and the amount which should have been paid on such increased adjusted gross receipts (ii)
overstated, MGC may reduce its next rent payment to the City under this Lease by an amount
equal to the difference between the amount actually paid by MGC for such period and the
amount which should have been paid on such decreased adjusted gross receipts. Such audit(s)
shall be conducted at reasonable times during MGC's normal business hours, 8:OOam to S:OOpm
cst, at MGC's casino in the City. The acceptance by the City of any amount shall not prejudice
or waive the City's right to an examination of MGC's books, records and accounts in order to
verify AGR or the correct amount due under the Lease.
6. ARGOSY PARKWAY
a. Maintenance Of Argosy Parkway
i. When dedicated to and accepted by the City, Argosy Parkway will be
maintained by the City as a public street.
ii. Although Argosy Parkway will be a public street, MGC desires, at its sole
cost and expense, to have the right to remove snow and provide other
maintenance with respect to Argosy Parkway and, subject to the terms and
conditions of the Lease and compliance with all City ordinances,
regulations and all other local, state and federal laws applicable to the
streets, including the maintenance and repair thereof, the City grants to
MGC permission, at MGC's sole cost and expense, to remove snow and
provide other maintenance provided MGC gives the City prior written
notice of each and every such action.
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b. Signs On Argosy Parkway
i. Retain Signs. As set forth above, when accepted by the City, Argosy
Parkway will be a public street. It is believed that the ten MGC signs
attached as Exhibit B are located within the right-of--way of Argosy
Parkway ("Signs"). MGC desires that the Signs be allowed to remain in
their present location after Argosy Parkway becomes a public street.
Subject to the terms and conditions of the Lease, MGC may retain the
Signs in their current location during the term of the Lease. MGC shall, at
its sole cost and expense, maintain, repair, replace and/or remove the
Signs and all related improvements, keep the Signs in good condition and
repair so as to keep same in a safe, sightly and functional condition at all
times based on standards for first-class community signs and keep the
areas immediately surrounding the Signs in a clean and orderly condition.
MGC shall comply with all applicable City ordinances, regulations and all
other local, state and federal laws applicable to the Signs, including the
maintenance and repair thereof.
ii. Prohibition. MGC shall not erect, place or maintain any other sign,
picture, lettering, notice, display or other device or structure within the
right-of--way of Argosy Parkway or enlarge, change or modify the Signs in
any manner, without the prior written approval thereof by City, including
any and all required permits.
iii. Removal.
(1) Prior to the termination of the Lease, MGC shall remove the Signs
and restore the areas to the same condition as the areas
immediately adjacent thereto, all subject to the approval of the
City.
(2) MGC shall promptly, upon written notice from the City, remove
any sign, picture, lettering, notice, display or other device or
structure erected or maintained in violation of this Section. If
MGC fails to remove same promptly upon receipt of notice from
the City, the City may cause the same to be removed and the
surrounding area to be restored, and the cost of such work and
related expenses shall be paid by MGC.
iv. City Code. These provisions are not intended to revise or modify the City
Code, as it exists now or as it may be amended from time to time, relating
to signs on private property in a commercial vessel district.
c. Indemnification. MGC shall indemnify, hold harmless and defend the City and
such other persons to whom the City is legally responsible, from and against any
and all claims, actions, suits, cross-claims, counterclaims, third party actions,
damages, liabilities and expenses in connection with loss of life, personal injury,
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bodily injury or damage to property arising from or out of the use by MGC of
area upon which the Signs are located or the immediately surrounding area or the
Signs or any part thereof, or MGC's removal of snow or provision of
maintenance on Argooy Parkway, or MGC failure to perform any such work after
giving the City notice that MGC will perform such work or occasioned wholly or
in part by any act or omission of MGC, its agents, contractors, employees,
members, or invitees. In case the City or any other person to whom the City is
legally responsible, shall be made a party to any action or proceeding commenced
by or against MGC, then MGC agrees to protect and hold such parties harmless
and to pay all costs, expenses and reasonable attorneys' fees incurred or paid by
such parties in connection with such action or proceeding. MGC shall pay to such
parties all costs, expenses and reasonable attorneys' fees that may be incurred or
paid by the City in enforcing these terms, conditions, covenants and agreements.
d. Insurance. MGC shall maintain, at all times, comprehensive general liability
insurance with a qualified insurance company, licensed to do business in the State
of Missouri, properly protecting and indemnifying the City from claims and
damages relating in any manner to this Section with single limit coverage of not
less than Two Million Dollars ($2,000,000) for injury to or death of persons and
for property damage. Upon request, MGC shall furnish the City with a certificate
or certificates of insurance, in a form acceptable to the City, covering such
insurance so maintained by MGC and naming the City as an additional insured.
e. Not an Easement. This Section grants to MGC permission, on anon-exclusive
basis and subject to the City Code and all rights of the City (including the right to
require relocations for public projects), to keep and maintain the Signs and to
provide maintenance; provided, nothing herein shall be deemed to grant to MGC
an easement, lease or any other interest in Argosy Parkway.
7. LEVEE PROJECT
a. The City has approved the L-385 Levee Project ("Levee Project") as a
redevelopment project pursuant to the L-385 Levee Redevelopment Plan. The
Levee Project is anticipated to be constructed in conjunction with the Riverside-
Quindaro Bend Levee District of Platte County, Missouri ("Levee District") and
the U.S. Army Corps of Engineers.
b. MGC will, within ten (10) days of a written request, donate to the Levee District,
the property described on Exhibit C, free and clear of any and all liens, charges,
encumbrances, security interests, and other burdens of every kind.
c. MGC will, at its sole cost and expense, reasonably cooperate, in accordance with
all applicable laws, with the Levee Project, including granting all easements and
rights of way necessary for the Levee Project.
d. MGC agrees that its property (its current facilities) will be benefited by the Levee
Project as it is currently designed and MGC agrees that its property (both its
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current facilities and the New Expansion) will be benefited by the Levee Project,
with the inclusion of the realignment of the Levee Project proposed by MGC.
e. MGC reserves the right to contest the dollar amount of its Levee District
assessments in connection with the Levee Project.
f. Any agreement MGC has with any third party, including the Levee District, shall
not be affected hereby but shall remain the sole responsibility of MGC.
8. I-635 INTERCHANGE. Both parties are interested in obtaining an interchange in the
vicinity of Interstate 635 and Van De Populier in the City (the "Interchange"). Argosy
desires to have a linkage between I-635, the Interchange and Argosy Parkway. The City
is looking into various mechanisms that could be used to finance the Interchange.
9. MISCELLANEOUS
a. Successors and Assigns. The covenants, conditions, and agreements contained in
the Lease shall be binding upon and inure to the benefit of the parties and the
respective heirs, executors, administrators, successprs and such assigns and
subtenants as may be permitted under the Lease.
b. Notices. Each notice, demand, election or request provided for or permitted to be
given pursuant to the Lease, (hereinafter in this Section referred to as "Notice")
must be in writing and shall be deemed to have been properly given or served by
personal delivery or by sending same by overnight courier or by depositing same
in the United States Mail, postpaid and registered or certified, return receipt
requested, or by facsimile transmission or telegraph and addressed as follows:
If to City: City of Riverside, Missouri
Attention: City Administrator
4500 High Drive
P.O. Box 9135
Riverside, Missouri 64168
Fax Number: (816) 746-8349
with a copy to: Stephen A. Crystal
Armstrong Teasdale LLP
2145 Grand Blvd., Suite 2000
Kansas City, Missouri 64108
Fax Number: (816) 221-0786
ii. If to MGC: Argosy Gaming Company
Attention: General Counsel
219 Piasa Street
Alton, Illinois 62002
Fax Number: (618) 474-7636
With a copy to: Steven Wolcott
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Withers, Brant, Igoe& Mullennix
Two South Main Street
Liberty, Missouri 64068
_ Fax Number: (816) 792-2807
Each Notice shall be effective upon being personally delivered or upon being sent
by overnight courier or by facsimile transmission or telegraph or upon being
deposited in the United States Mail as aforesaid. The time period in which a
response to such Notice must be given or any action taken with respect thereto (if
any),however, shall commence to run from the date of receipt if personally
delivered, sent by overnight courier, or sent by facsimile transmission or
telegraph, or if so deposited in the United States Mail,the earlier of three (3)
business days following such deposit or the date of receipt as disclosed on the
return receipt. Rejection or other refusal to accept or the inability to deliver
because of changed address for which no Notice was given shall be deemed to be
receipt of the Notice sent. By giving at least ten(10) days prior Notice thereof,
each party shall have the right from time to time and at any time during the term
of the Lease, as amended here,to change their respective addresses and each shall
have the right to specify as its address any other address within the United States
of America.
C. Counterparts. This Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Amendment it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.
d. Waiver. The failure or delay of the either party in requiring strict performance by
the other of any covenant of this Amendment shall not constitute a waiver of such
covenant or the right to require strict performance thereof. Any one or more
waiver, at any time or from time to time, shall not shall constitute a waiver of or
limit in any manner the right to require strict performance of such covenant. No
waiver by either party of any violation or breach of any of the terms contained in
the Lease shall waive such party's rights regarding any future violation of such
term. The City's acceptance of any partial payment of amounts due under the
Lease, shall not waive the City's rights with regard to the remaining portion of
such amount that is due,regardless of any endorsement or other statement thereon
or on any instrument delivered in conjunction therewith; and no such action shall
constitute an accord and satisfaction of the fill amount that is due.
e. Titles and Subtitles. Titles and subtitles are used in this Amendment for the
purpose of reference only and are not to be considered a part of the text of this
Amendment in the interpretation or constriction of its terms.
f. Authorization. The individual executing this Amendment on behalf of MGC
represents and warrants that he has been authorized to do so by the Board of
12 r:XCL¢Nrs\61492w0006\KO259997.noC
Directors of such corporation. The individual executing this Amendment on
behalf of the City represents and warrants that she has been authorized to do so by
the Board of Aldermen.
g. Severability. If any term or provision of this Amendment or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Amendment, or the application of such term
or provision to persons or circumstances other than those to which it is held
invalid or enforceable, shall not be affected thereby, and each term and provision
of this Amendment shall be valid and be enforced to the fullest extent permitted
by law.
h. Entire Agreement, Etc. This Amendment together with the Lease and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated hereby.
[remainder of page intentionally left blank]
13 7:\CLIENTS\61492\00006UC0259997.DOC
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on
as of the date first set forth above.
CITY:
?? 7
ATT>zS"1: ~ ,
C' Clerk
THE CITY OF RIVERSIDE, MISSOURI
-! ~. ~ ~~ .1J~ C 4; c ~i
Betty Burch, Mayor
STATE OF MISSOURI )
ss.
COUNTY OF PLATTE )
On this the /~ ,day of C,1' •1. ~~.•„~ G 1- -d , 2001, 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 my hand and affixed my official seal
at my office in said County and State the day and year last above written.
r-
Notary Public
My commission expires:
THOMAS E. ARCHIBALD
Notary Public - Notory Seal
State of Missauri
Platte County
My Commission Expires August 28, 2005
S-1 J:\CLIEN'rS\61492\00006VC0259997.DOC
MGC:
~~~
STATE OF 7~'C ' )
ss.
COUNTY OF '~~ (~. )
MISSOU GAMING COMPANY
~,g~2y /~tn/sE~
Title: i/cE ~5~'~E.v% :~G-Fn/ Nl~?
On this the .~ day of ,~,~~~~' ~ , 2001, before me appeared
~,(~ `j,';,1 i ~~i.~ '.~{ '.. _ , to me personally known, who, being by me duly sworn, did say
that he ~ ~ the ~'; ~~, 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 corporation by authority of its Board of Directors, and said
?, i ~ ._~ r 1~ l ,,acknowledged said instrument to be the free act and deed of said corporation.
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.
Ji ~1~._ ~~ , /h J f~
Notary Public
My commission expires:
~r~1~? t:~...~.~.)~1c
<:."~~;S.ia,.Cl'C-tip:. `5~ai
:fvC:i ~ ,~~.
'" _
.±.:.:..v.:~;:.::.::~
S-2. 1:\CL~NTS\61492\00006VC0259997.DOC
EXHIBIT A
DESCRIPTION OF ADDITIONAL LEASED PREMISES
An area currently anticipated to be approximately 1.4 acres located directly north of Argosy
Parkway, west of the Super 8 Hotel and east of the Williams' easement with the exact location,
size and legal description to be determined and agreed upon in writing by the City and MGC
prior to the commencement of construction of the Parking Lot and conveyance of the Donated
Property to the Levee District.
J:\CLIENTS\61492\00006UC0259997.DOC
EXHIBIT B
SIGNS
1:\CLIENTS\61492\00006\K0259997. DOC
h
s
n
d
Q
a
i
O
v
r
_~
Q
EXHIBIT C
DESCRIPTION OF PROPERTY TO BE DONATED BY MGC
J:\CLIENTS\61492\00006VC0259997.DOC
PER#IANEHT RIGHT-Of-1IAY DfSCRIPTION:
AN that Part of Ms Wed hdf of tht NMst hdf of kaetkxM Seetbn 9, aM dl tha part of the Ead hdf a
fractbnd Section 4 Township SO North, Range 33 Wat, h the Ctty of Rivwside. Plotte County, YMsaxt,
behq more portkularly described a foHowc
Commencing at Ms Northwset comer a aald fractia,a section 9. sow point bsirq marked by a vwtkd
rairood rot; Menu South 00' JO' 00' West, dare Ms Wed line a sob froettanai Section 9. o dl~tmcv of
1,591.56 tad to a point on tM North Itns a e treat of kwW desaled ti Hook 766, Page 410. to tM Recorder
of Deeds otttu for saki cax+t% sold print being martced bye 3/6 inch Iron bar wIM o pWsUe caP: thence
eontYwlnq souM 00' 3tY 00• treat. along tM 5authwly prolangatbn a the Wat IY1e a .rid froetlond
Sector 9, a dlatana a 744.79 fed to the True Point a Be9tmhrq Mena North 7t' oe' 04' East a didana
of 474,69 teat thence North 16' St' S6' Wed o dfdana of 2 00 het: Mena North 71' 00' S6" Ead a
dktona of 125.00 feet Mena South 16' S1' SS' Eod a dMtonu of 25.26 het: Menu NarM 71' OtY 04' Ead
o dhtana of ST4.34 feet; Mena North 36' 14' 3tY Eod a distance a 33.39 het: Menu North O3' 21' 22"
Eost a dbtana of 166.43 feet; Mena North 64' 29' 29" Wed o dtstanoe a 26.Ot test Mena North 03' r'
22' East o distance of 123.00 fwt thence South 64' 29' 29' Eod a dfdona a 26.01 feet thence NaM OS'
Zt' 23' Eod o dhtona of 23.67 twt thence South 68' 46' 31Y Ead a dbtona of 190.72 het to a point an Me
East Iins of Ms West hdf a the wret hdf of saki fraetkawl Section 9; Menu South 00. 14' 22' Wed, donq
Me East tlne of Ms Wed hdf a Me Mrst hdf of saki frocUond Section 9, a dbtana of 190.J6 het; Menu
SouM 04' 37 42' vat a dirtaroe a 41.07 het tMnu South 02' 40' 4Y West a dhtana of 46,77 het
thence SouM 09' 3T 52' Eod a dhtana of 30.44 het to a print an Me Eod IYIe a Me vat hdf of Me West
hdf of aakl /rattbnd Section 9; Menu SouM 00' 14' 22' West, donq Me East Itne a Ms rre.t hdf of Ms
Went hdf of acid koetland Section 9, a dhtana of 44.16 fwt them SouM 09' 44' 14' West o dbtona of
45.36 fwt Menu SouM 25' S6' t9" Wed a dittonee of 99.65 /wt Manes SouM 33' 10' SO' Wed a dbtana
of 96.96 fwt; Mena SouM 70' 16' 3Y Wed a distance of 32222 feet: Mena SouM 71' 12' 2T Wet o
d(atanu of 239.19 feet Mena SouM 71' 39' 19" West a dtstaxe o1 671.94 het: Mente SouM 16' SY 11'
East a dhtana of 616.91 het to a meander poMt an tM NortheAy high bank of tM Ykaourl Rlw•, Mena,
M a generdly IrwteAy direction, donq tM msonderhq a the of Me NaMerly bkh boric of Me YlsaouA
River. but with Ms Iow watef marls a sold river a. tM boundary, Me fdlowNq six (6) desaMd cocwses to a
pout on Ms EadeAy right-of-way Ilns o1 U.S. Nighwoy Numbr 69 and 169 per Report a Cornmhsloners,
recorded July 9, 1956, h Soak 195, Pope 396, at Ms Pkrtte CountX Mfasaurl, Reoordr of Oeede OffkMC (1)
thence souM 41. 09' 13' West o didanu a 13.09 tact (2) thence SouM ST 26' 23" Writ a diatom a
31.94 h.t: (3) Mena South bT ss• 36" 1Yat o aatona a 1oS.6S het: (4) thence SauM 44.3x' 46" chat a
dhtma of 50.17 test (S) Mena SouM 6T 12' 26' Wed a dbtana of 51.60 feet to a point an Me SouMerfy
pralongatlon of tM Wed Itne a sold frattlond Seetbn 9; (6) thence SouM 62. 12' 26' Wet a dbtana of
211.64 feet to o point on Me Eaderly right-of-way INe a sold U.S Hfghwoy Number 69 and 169; Menu
NorM 15' 36' 12' West, along tM Eaderly right-aF-way Hne a U.S. Highway Number 69 and 169, o
dldanq of 647.53 fwt; thanes North 06' 32' 32• Ead. daq tM Eadrly right-a-woy Ilne a soW U.S
Nlghwoy Humber 09 and 169, a dNtona a 120.63 het tMna North 06. 22` 24' MWt, alorx~ tM Eaderly
r~ht-e/-way lint of saki U.S Hl~woy Number 69 and 169, a dktanor a 4624) firt thenaa North 1T SS'
3S" Wed, danq Me EwteAy right-of-aroy IMN a wkl U.S F6ghwoy Numbr 69 aM 169 a dtatana a 6.39
feet fhena North OT 26' JO' Ead a dLtanos of 231.17 feat thence North 63' 26' 03L Eat a dfstana of
106.39 test thence SouM 20' 23' 3B• Ead o dbtana a 37.09 lest therloe South 3T 02' 26' Wed a distance
of 41.32 fed; thence SauM 25' JtC 29' Wed o dMtanas a 100.90 fat fhena South t1S' 61' OS• Wed a
dldana of 12254 het Mena South 18' S2' 11' Eod a Ada1a a 4/5.99 test Menee NoM 71' 06' 04'
Ew,~bJeco't two d .n~o ~M~«+fr m.hda~q Rk~ .~N9ogaf .Rh a efph~ Int««t; ondkx,a~n,at
the between tfxi high boric aW tM tow voter mark a add river. ContolnYtq E20.939.6s poor fwt a
16.6462 saes, man a' lace Subject to 319,317.44 square Ieet a 7.3307 aaM, rnan or 1sss. a whkh Nee h
pat a an exhtirg0rSuiyn~dta-roa-woy Mot b ew0rfesdtrk~tr tM Oulndaro Oend Levee Otsp4ofgert per Rport a_
Oeed desaEed fn Doewnen fk~ 29531, In Bodo .136 Pops JQ~ dAtM Plolte11County, oYlwarl,
Retarder of Oeeds Office.
00' 30' 00' Wed. N MM daafpfbn an Oawd upon tM Wed M of sok! kntUand Section 0 beYq SouM
~~.
PERMANENT RIGHT-OF-WAY DESCRIPTION:
All that part of the West hdf of the West half of fractiond Section 9, Township 50 North, Range 33 West, in
the City of Riverside, Platte County, Missouri, being more particularly deauibed as follows:
Commencing of the Northwest corner of xid fractiond Section 9; thence South 00' 30' 00" West, along
the West line of sold fractional Section 9, a distance of 1,591.58 feet to a pool an the North lino of a tract of
land described in Book 786. Page 418, in the Recorder of Deeds Office for aoid county, thence South
88' 48' 30" East, donq the North line of aoid tract of land dexnbed in Book 786, Page 418. in the
Recorder of Deeds Office for said county, a distance of 377.65 feet; thence North 79' 20' 27' East o
distance of 72.45 feet; thence South 10' 39' 33" Eoat a distonds of 8.00 feat; thence North 79' 20'
27' Evst o distance of 113.34 feet; thence around a curve to the left, tangent to the lost desuibed course,
having a radius of 468.00 feet, on arc length of 57.18 feat: thanca North 72' 20' Z6" Eaat o distance of
538.32 feat to the True Point of Beginning; thence cont'nuing North 72' 20' 26" Eost a distance o1
179.78 fact to a point on the Eaat line of the West hdf of the West half of said fractional Section 9: thence
South 00' 14' 22" West, along the Eoat line of the West half of the West hdf of said Iroctional Section
9, a distance of 277.50 loaf to a point on th• North Ilne of said tract of land deauibad in Book 786, Page 418,
in the Recorder of Oeeda Office for said county, thence North 88' 48' 30' Weat o distance of 190.72
feet: thence North OS' 2t' 22" East a distance of 219.95 feet to the True Point of Beginning. Containing
44,656.17 square feet or 1.0252 cues, more or less. Subject to 36,667.37 square feet or 0.8418 sues, more or !ass,
of which lies in part of on existing 145.00 foot right-of-way per Report of Commissioners for Ouindoro Bend
Drainage District in Circuit Court Book A-6, Poge 110, of which 14,748.80 square feet or 0.3386 Dues,
more or Isss, of that land deauibed in the said Report of Commissioners also overlaps the Westerly 55.00
feet of on existing 145.00 foot right-of-way per Trustees Deed ea described in Document Number 29531, in
Book 351, Page 35, of the Plotta County, Missouri. Rscorder of Oeeda Office.
Tha bearin4s used in this description ore based upon the Weat line of aoid fractiond Section 9 being South
00' 30' 00 Wesl.
a
fZ.ooo PROTECnaN LEVEE EnsE1,lErft oESCPoPnoN:
froetbnd~Socotlan 0. Torrnshlp SO Nor1h~Rangs 33 Mfsst. N N Gty of R~vsrslds. PlotPti County, Ybsourl.f of
Dsinq mon portkularly daerbsd a• fodorc
marked by o wrtied
Cpnmsnchq at tM Narth+at oomsr of sold fractlond Sset ~~ of wW~fractb d S~ctlon 9. a dMta~d of
roNroad rat: thence south ar 30' 00' lfsst. done t~ tran ear tith o plastk eav: thence eantMwtng South ar
1,591.56 feet to o point that b morlcsd by o S/6
30' 00' M1sst. dong tM Southwty Orolon9atlan of t1+s vfsst Ilns of sdd fractland Sscdon 9, a dl.tond of
617.26 fat to the Trvs Potnt of gsgknin¢ thsnN Soutlr 67' 44' ~ tiihal o ~a^« of 269.99 feet: thsna
south 70' 3rY S9' ttMst o dhtones of 61.40: thence South 16' S2' 11' East o distanas of 201.21 fat; thence
North 71' 06' 04' East o distance of 753.23 issC thsnos forth 16' St' Sa' Msst a dbtana of 25.00 het:
thsnd North 71' 00' S8~ Eat o dtstona of 125.00 lest: thanes South 16' St' SS' East o dNtanes of 23.26
foot; thsnp North 71' O6' 01' East a dfstanas of 130.61 test: thw~ct North 34' 32' 19' 4Mt a dbtoncs of
56.01 test: thsna South 71' 00' S6' 1t>•tt a dhtancs of 262.95 Ast; thsnos South 7S' 16' 3Y 'Mat a
Bd gfnnNy. f Cantak+Nq 94.373.03 square 6fat ar ~d63~o~a' man or Ips, ~ fat to the Trur Point of
Md:
Commsndny of the Nortlrsest caner of sold fraetiond Section 9. sold font ~^9 rtrarkb by a vsrtlcd
rafiroad rdl: thence South ar 3lY 00' yhst, danq the t+fat line of sold hoetiand Section 9. a dhtanas of
1,591.36 fat to o point that b marked by a S/6 tnch ~n Dar tIN o plastk ~' ~~ ~~ ~ ~ ~
Ewt a dhtanw of 870.51 fat to the Trw Point of t3sgYntn¢ thsna South 41' 24 S7' East a dhtanas of
32.14 feet: thsnq South iT 39' ib' Eost o distance of 376.16 fat: thsnp North 71' 06' 04' East o dlstona
of 53.41 feet: thence Nortf+ 38' 14' 3A' East a dlrtanp of 33.59 fat: thence North OS' Z1' 2Z' Eost a
distanw of 166.43 fat: thsnq Natl+ 64' 29' 29' IHSSt a dfstana of 26.01 fat: thsna North OS' 21' 22'
Eos_t a dhtanos of 125.00 het: thsnu South 64' 29' 29' East a dhtar>a of 26.01 fast; thsna North OS' 21'
of Bs9Ms+ti9• Cantati~ S 6~s6s5t~s feet ar 1.1.655 oerss. mon a I~as«. of 236.62 fat to the Trw Point
Ths bwrNys used M thh daeriptkfn on twssd upon tM 'Nat 1[r» of said hattlond Section 9 eN^9 south
ar 37 00' Ntitt
f~OOO PROTECTION LEVEE EASEMENT OESCRIPTION
All that part of the West half of the West half of fractional Section 9, Township 50 North, Range 33 West, in
the City of Riverside, Platte County, Missouri, being more particularly described as follows:
Commencing at the Nathweat caner of said fractional Section 9; thence South 00' 30' 00~ West, along
the West line of said fractional Section 9, o distonee of 1,591.58 feet to a point on the Nath line of a tract of
land described in Book 786, Poge 418, in the Recorder of Deeds Office fa said county, thence South
88' 48' 30' Eost, along the North line of said tract of land described in Book 786, Page 418, in the
Recorder of Deeds Office fa said county, a distance of 377.65 feet; thence Nath 79' 20' 27' Eost a
distance of 72.45 feet; thence South 10' 39' 33' East o distance of 8.00 feet; thence Nath 79' 20'
27~ East o distance of 113.34 feet; thence around a curve to the left, tangent to the last described course,
having a radius of 468.00 feet, an ac length of 57.18 feet; thence North 72' 20' 26' East a distance of
234.60 feet to the True Point of Beginning; thence South 03' 12' S4' East a distance of 93.88 feet;
thence South 41' 24' S7' Eost o distonee of 37.55 feet to a point on the Nath line of said tract of land
described in Book 786, Page 418, in the Recorder of Deeds Office fa said county, thence South 88' 48'
30' Eost, along the Nath Ilse of said tract of land described in Book 786, Page 418, in the Reeader of Deed
Office for sold county, a distance of 238.82 feet; thence North 05' 21' 22~ East o distance of 219.95 feet;
thence South 72' 20 26' West a distance of 303.72 feet to the True Point of Beginning. Containing
46,309.83 square feet a 1.0631 acres, mac a less.
The bearin~s used in this description are based upon the Worst line of said fractional Section 9 being South
00' 30' 00 West.
TEYPORARY CONSTRl1CIlON EA57<31Eili OESptP710N:
M that part of tM Nest hd} d the Meet hdf d fraotbnd Soctbn 9, and all flat paR d Me Eort naff of
fraatland Soatbn 4 Tow+d+p SO North, Rorpo 3J also!. h Uh cky d RMrsko, Platte Countx YMSart
bohq nary partkvlaiy dooarMd a laeoat
rokood rd U+enw SwM 00' JlY OC tAM, donq 1M MMt Iho d wW~kootk~nal 5'oatba Y a dletana d
1,S91.S6 lee! to a poht that Y marked Dy o S/6 hdf Yon b« a1M a ploetle Dora Mena canthuNq SwM OC
JO' 00• Mat, donq tM SatMrly pro{ongatlon of Me Nwl Me or odd ltaetlorlal Seetfon 0. a dMtana d
617.26 foot !Moor SouM 67' K' 40• Nat a detara of 269.99 loot; therm South 70. 30' S9' Moot a
dhtana d 41.40 fat to lM Tnro Point d 6oq Mena Ilorth tr SY OT awt a aMta,oe d 166.36
feet: Meng North OS S1' OS' Eool a dYtalee of 121.63 foot tA~ree NorM 2S 36' 2q' Eoet o artmd d
1s541 rat Mwa NarM 2t' 41' 29' .Yet o dlstara d d<.b toot Utena North tr 07 03' Ead o d4ta+u
of 11.12 feet Mend SwM 63' U' 4Y Nut o dMtana d 7215 fat Mwa SeuM 7S' tY 36' Nwt a
Aotana d 36.72 feet thence SouM 2S JO' 00' Yleot o dlstanoo d n.6J /cot Morree South OT 43' 26•
`Meci a diknros of 173.35 to a Poht ~n Me EoaleAy rteht-o4-+ray I~w d U.S Nlgh~ay Number 6Y aW 169
pr Report of CammlWanen, headed Jul 9, 1936, h book 195, Pago 394 at Me iMatb Caunt)< 16osoi/t.
Rocardw d Ooodo Ofbaee Mena Seutft tT J5 JS' EaoC aianq 1M EaeteAy Apht-of-ooy one d cold U.S
NI¢levy dumber 66 and 169, a dhtarla d 76.6 het Mena Narfh OT 26' 30' Eat a d4tonee of 231.!7
hot Mena North 65 26' 03' Eoot a dlolara d 10439 hot Monoe SouM 20' 2S 36' Eoet a dMlana d
57.06 foot Mona SaM JT OY 26' Nat a dbtata d 41.32 het !Moor SouM 23' 36' 29' Mat a dhtana
of 100.90 lest Mena SouM OJ Sl' OS' Nwt a dMana d 12254 feet thence Soutl+ 1r SY 11' Eost a
Astons of 214.76 iwt Mena North 70' JO' S1Y Eaot a dYtona d 20.00 fut to Ule Trw Poht of
BpNnk+q. Cantdnhq 2J,679.27 sauan hot ar 0.5462 aaroa, ma+o a loos
Md:
CanmenaYq d the NorMwwt amer d eok Gaetbnd Sectbn 9, cork paNt Dw+9 make0 by a verticd
retread raf; thence South 00• JO' 00' M1at donq Uu NWt the d odd boetlond SocNon 9, a Mtana of
1,391.56 feet to a point Mat 4 marked Dy a S/6 loan Iron Oa sIM a plosUC oop: Mena SouM 66' 4d' 30'
Eat a Aetana d 670.91 feet Mencs SouM 41' 24' ST East a dlttana d 3214 foot Mona SouM 1T 37
16' Earl a Aetarae d 336.17 lest to tM Trw Poht o/ 9egMh¢ fherK+o SeuM n' 06' 04' 7fest a dMona
of 123.73 het- Dena SouM 4Y 24' 10' East o ANona d 21.62 tat Mena NorM n' O6' 04' Eat e
Atlana of 116.Sq feet Mena NorM iT 30' 16' Mat a Aetana d 20.01 feet to tM Tnie Poht of
8eplnnln¢ Contahhq 2,423.J2 oauve Poet or 0.0336 oared mory a lees
MQ
Canmenehq at tM Narth.wt comer d odd froettand Seelbn 9, sok petit a-^9 makW Dy o vertlod
rykOad rd; Mena SouM 00' JO' 00' 19eeC dap 6n Mat the d cold froatland $eafbfl 9. a dbtona d
1,591.56 fut to a poM Orat M morkw Dy o S/N Y+dr Yon D« aHh a PIw6a Dap: !honor SouM 66' 46• JO'
Eaot a Astana d t,J00.J6 feet to a poNt on tM Eod IM d Uro Mat half d U+e NYet hdf of sak koetlond
Seelbn 9: !honor South 00' 14' 2Y Mwl, alanq tM East poor d lM llsat haN d tllo Nest hdf d ook
haatbnd Soeflon 9. a dNtalw d 364.21 iwl to Mo Trw Poht d BpYnY~ Mena SouM 09' 44' 14' MWt
a dMtanae d 45J6 foot Mortoo South 2S S6' 19' MMt a dMtma d-90.6d hot lDena SouM 6J' f0' S0'
Mwt a dMtaloe d %96 het Monad Soutlt 70. 16' 3Y NYet a dYta7a d Jt222 leek 9wnoa South r' 1Y
2T tihot a didana d 239.19 het thwoo SauM 71. 3r ItY fY.t a atfata d 67!.94 feet Meneo SaM
1r SY 17' Eaet a dlMana d 919.91 hot b e rneand« Petit an tM MartMrly high tank d Me YWarA
ftMr; thwua lbrth {7' Or 13' East mwrderYq donq tM ffarOnffY M9A Dot d IM Ylsoovf RFwr. twt
offh Me le. ept« mak d wk rHar a Mo Dander a dlotana d 09 hot thsnaa Narlh 16' S2' 11'
Mwt a dlolala d 36506 hot tl+orraa Nafh 71• ]6' J9' Eaot a aolalw d 901.63 hot Morroo N«Ih 71' tY
2T Ead a dNtanae d 239.43 hot thence kar01 70' 16' 3Y Ewt a dNtala d 2511 hot Mwa SaM I6'
39' 06' Ead o dbtata d 20.00 hot 9nnoa Ilarlh 70' 16' 3T Eat a dataftoa d 300.63 hot tllerloo North
13. 33' 2T Eat a dblaloo d 171.34 hot Ulena NarM 2S 3r 19' Eaot . dbtanae d 6a20 hot b o
an the Eat 9ra d ua trwt tldf d 7M tllwl haft d cork 9oetlerrd 9eetlon R tl+enoe Narbl ar it' 2Y oeC
dap Me Eat IM d Nor !Mort Idf d tlM Mod hdf d edd fraatlond Sseflan 0. a dbtates d 73.31 hd to
1M TYtoaurl Rlw. eMb~tll«r eepp~~to -+Mwta wd~laW Yak W Mtooon tM hlyl D~adr~ond tl+i
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EXIIIBIT D
RIPARIAN MITIGATION AGREEMENT AND CONSERVATION EASEMENT
C:\TEMP\W ORLDO?C\W DTEMP\IC0259997.DOC
RIPARIAN MITIGATION AGREEMENT AND CONSERVATION EASEMENT
THIS AGREEMENT is made and entered into as of 2-~ l T->F ~ , 2001 by and
between the City of Riverside, Missouri ("City") and Missouri Gaming Company ("MGC").
WHEREAS, the City and MGC entered into that certain Lease and Development
Agreement (the "Original Lease") dated June 7, 1993 relating to the development of the Argosy
Casino in the City, as amended by that certain Ordinance No. 93-37 dated July 6, 1993 ("First
Amendment"), that certain Escrow Agreement also referred to as Amendment No. 2 ("Second
Amendment"), that certain Amendment No. 3, that certain Amendment No. 4 to Lease and
Development Agreement dated February 7, 1994 ("Fourth Amendment"), that certain
Amendment No. 5 to Lease and Development Agreement dated June 20, 1995 ("Fifth
Amendment") and the Sixth Amendment to Lease and Development Agreement ("Sixth
Amendment") (the Original Lease, as amended by the First, Second, Third, Fourth, Fifth and
Sixth Amendments (as now and hereafter amended, the "Lease").
WHEREAS, MGC, due to its expansion and the related realignment of the Levee Project
proposed by MGC, is required to mitigate certain riparian lands wJuch aze being displaced by the
activities described in the Request for Modification of Department of the Army (DA) Permit No.
199400858 ("Permit") for the Riverside Casino Project in Platte County, Missouri submitted to
the Corps on October 17, 2001 ("Modification Request").
WHEREAS, MGC, pursuant and subject to the terms and conditions of the Lease and this
Agreement, desires to use certain City property as replacement riparian lands.
WHEREAS, the City, pursuant and subject to the terms and conditions of the Lease and
this Agreement, desires to allow MGC to use certain property as replacement riparian lands.
1N CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
CONTAINED AND IN THE LEASE, THE PARTIES AGREE AS FOLLOWS:
1. Riparian Mitigation.
a. In order to expedite the approval process, MGC's Modification Request to the
Corps indicated that approximately 2 acres of riparian mitigation ("Riparian
Mitigation's would be mitigated on City Owned Property (defined below).
b. The City agrees to grant to MGC the conservation easement ("City Conservation
Easement's in substantially the form attached as Exhibit A for the property
described in the attached Exhibit B ("City Owned Property").
MISCELLANEOUS
a. Successors and Assigns. The covenants, conditions, and agreements contained in
this Agreement shall be binding upon and inure to the benefit of the parties and
the respective successors.
b. Notices. Each notice, demand, election or request provided for or permitted to be
given pursuant to this Agreement, (hereinafter in this Section referred to as
"Notice") shall be given as set forth in the
If to City: City of Riverside, Missouri
Attention: City Administrator
4500 High Drive
P.O. Box 9135
Riverside, Missouri 64168
Fax Number: (816) 746-8349
with a copy to: Stephen A. Crystal
Armstrong Teasdale LLP
2145 Grand Blvd., Suite 2000
Kansas City, Missouri 64108
Fax Number: (816) 221-0786
ii. If to MGC: Argosy Gaming Company
Attention: General Counsel
219 Piasa Street
Alton, Illinois 62002
Fax Number: (618) 474-7636
With a copy to: Steven Wolcott
Withers, Brant, Igoe & Mullennix
Two South Main Street
Liberty, Missouri 64068
Fax Number. (816) 792-2807
Each Notice shall be effective upon being personally delivered or upon being sent
by overnight courier or by facsimile transmission or telegraph or upon being
deposited in the United States Mail as aforesaid. The time period in which a
response to such Notice must be given or any action taken with respect thereto (if
any), however, shall commence to run from the date of receipt if personally
delivered, sent by overnight courier, or sent by facsimile transmission or
telegraph, or if so deposited in the United States Mail, the earlier of three (3)
business days following such depositor the date of receipt as disclosed on the
return receipt. Rejection or other refusal to accept or the inability to deliver
because of changed address for which no Notice was given shall be deemed to be
receipt of the Notice sent. By giving at least ten (10) days prior Notice thereof,
each party shall have the right from time to time and at any time during the term
of the Lease, as amended here, to change their respective addresses and each shall
have the right to specify as its address any other address within the United States
of America.
c. Counterparts. This Agreement may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and
2
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.
d. Waiver. The failure or delay of the either party in requiring strict performance by
the other of any covenant of this Agreement shall not constitute a waiver of such
covenant or the right to require strict performance thereof. Any one or more
waiver, at any time or from time to time, shall not shall constitute a waiver of or
limit in any manner the right to require strict performance of such covenant. No
waiver by either party of any violation or breach of any of the terms contained in
this Agreement shall waive such party's rights regarding any future violation of
such term. .
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on
as of the date first set forth above.
CITY:
ATT~~':
~,
~' J{'
C' Clerk
STATE OF MISSOURI
COUNTY OF PLATTE
ss.
THE CITY OF RIVERSIDE, MISSOURI
,~,
/~~'-~i ~r,a.~~_
Betty Burch," ayor
On this the L~~day of ~7p~ . ~.,.bev , 2001, before me appeazed Betty Burch, to me
personally known, who, being by me duly sworn, did say that she js 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 Boazd 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 yeaz last above written.
n.
~- ~
~~i~~.,. a /' T :_~`~`~~~='-~.`-L\ '~~
~•
Notary Public
My commission expires:
THOMAS E. ARCHIBALD
Notary Public -Notary Seal
STate of Missouri
Platte County
My Commission Expires August 2f3, 2005
S-I
MGC: MISSOURI GAMING COMPANY
~-
C~E~'L) : NIQQ /~~/sez
Title: I/,c~E T~cEs.dE,vr ~ G~• rt(~2.
STATE OF ,' ~ / ~--' )
~~ ) ss.
COUNTY OF r~~C~ L ~~ )
On this the ? ~ day of 1~~~' ~ , 2001, before me appeared
` j ~ ~ 1; ~ to me personally known, who, being by me duly sworn, did say
that he is the i ' 1--.--~ 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 corporation by authority of its Boazd of Directors, and said
J~ ' C acknowledged said instrument to be the free act and deed of said corporation.
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
My commission expires:
C3 ~. rZ~
IVot1 ary~ii-tslic-?Jccas~, wail
Statc:~N~issc?uzr
~t~^ty~PlatSe
Ccrz^.[33F^Z 5t,~t^;.s !?Si,.'q~p(
S-2
~ ~,
~~`' '.:~
RIPARIAN MITIGATION AGREEMENT AND CONSERVATION EASEMENT
THIS AGREEMENT is made and entered into as of 2Y ~~- , 2001 by and
between the City of Riverside, Missouri ("City") and Missouri Gaming Company ("MGC").
WHEREAS, the City and MGC entered into that certain Lease and Development
Agreement (the "Original Lease's dated June 7, 1993 relating to the development of the Argosy
Casino in the City, as amended by that certain Ordinance No. 93-37 dated July 6, 1993 ("First
Amendment', that certain Escrow Agreement also referred to as Amendment No. 2 ("Second
Amendment', that certain Amendment No. 3, that certain Amendment No. 4 to Lease and
Development Agreement dated February 7, 1994 ("Fourth Amendment"), that certain
Amendment No. 5 to Lease and Development Agreement dated June 20, 1995 ("Fifth
Amendment") and the Sixth Amendment to Lease and Development Agreement ("Sixth
Amendment") (the Original Lease, as amended by the First, Second, Third, Fourth, Fifth and
Sixth Amendments (as now and hereafter amended, the "Lease'.
WHEREAS, MGC, due to its expansion and the related realignment of the Levee Project
proposed by MGC, is required to mitigate certain riparian lands which aze being displaced by the
activities described in the Request for Modification of Department of the Army (DA) Pernut No.
199400858 ("Pemut'~ for the Riverside Casino Project in Platte County, Missouri submitted to
the Corps on October 17, 2001 ("Modification Request'.
WHEREAS, MGC, pursuant and subject to the terms and conditions of the Lease and this
Agreement, desires to use certain City property as replacement riparian lands.
WHEREAS, the City, pursuant and subject to the terms and conditions of the Lease and
this Agreement, desires to allow MGC to use certain property as replacement riparian lands.
IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
CONTAINED AND IN THE LEASE, THE PARTIES AGREE AS FOLLOWS:
1. Riparian Mitigation.
a. In order to expedite the approval process, MGC's Modification Request to the
Corps indicated that approximately 2 acres of riparian mitigation ("Riparian
Mitigation's would be mitigated on City Owned Property (defined below).
b. The City agrees to grant to MGC the conservation easement ("City Conservation
Easement") in substantially the form attached as Exhibit A for tbe property
described in the attached Exhibit B ("City Owned Property'.
2. MISCELLANEOUS
a. Successors and Assigns. The covenants, conditions, and amts contained in
this Agreement shall be binding upon and inure to the benefit of the parties and
the respective successors. .
b. Notices. Each notice, demand, election or request provided for or permitted to be
given pursuant to this Agreement, (hereinafter in this Section referred to as
"Notice") shall be given as set forth in the
If to City: City of Riverside, Missouri
Attention: City Administrator
4500 High Drive
P.O. Box 9135
Riverside, Missouri 64168
Fax Number. (816) 746-8349
with a copy to: Stephen A. Crystal
Armstrong Teasdale LLP
2145 Grand Blvd., Suite 2000
Kansas City, Missouri 64108
Fax Number: (816) 221-0786
ii. If to MGC: Argosy Gaming Company
Attention: General Counsel
219 Piasa Street
Alton, Illinois 62002
Fax Number: (618) 474-7636
With a copy to: Steven Wolcott
Withers, Brant, Igoe & Mullennix
Two South Main Street
Liberty, Ivfissouri 64068
Fax Number. (816) 792-2807
Each Notice shall be effective upon being personally delivered or upon being sent
by overnight courier or by facsimile transmission or telegraph or upon being
deposited in the United States Mail as aforesaid. The trme period in which a
response to such Notice must be given or any action taken with respect thereto (if
any), however, shall commence to run from the date of receipt if personally
delivered, sent by overnight courier, or sent by facsimile transmission or
telegraph, or if so deposited in the United States Mail, the earlier of three (3)
business days following such deposit or the date of receipt as disclosed on the
return receipt. Rejection or other refusal to accept or the inability to deliver
because of changed address for which no Notice was given shall be deemed to be
receipt of the Notice sent. By giving at least ten (10) days prior Notice thereof,
each party shall have the right from time to time and at any time during the term
of the Lease, as amended here, to change their respective addresses and each shall
have the right to specify as its address any other address within the United States
of America.
c. Counterparts. This Agreement may be executed in several counterparts and by
each party on a separate counterpart, each of which when so exearted and
2
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.
d. Waiver. The failure or delay of the either party in requiring strict performance by
the other of any covenant of this Agreement shall not constitute a waiver of such
covenant or the right to require strict performance thereof. Any one or more
waiver, at any time or from time to time, shall not shall constitute a waiver of or
limit in any manner the right to require strict performance of such covenant. No
waiver by either party of any violation or breach of any of the terms contained in
this Agreement shall waive such party's rights regarding any future violation of
such term. .
[remainder of page intentionally left blank]
IN WITNESS WIIEREOF, the parties have caused this Amendment to be executed on
as of the date first set forth above.
CITY:
A
C' Clerk
STATE OF MISSOURI
COUNTY OF PLATTE
ss.
THE CITY OF RIVERSIDE, MISSOURI
Betty Burch, Mayor
On this the ~ay of 1,.~~ 2001, 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 Boazd of Aldermen.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my off cial seal
at my office in said County and State the day and yeaz last above written.
Notary Public
My commission expires:
THOMAS E, ARCHIBAL--~
Notary Public - Notory Seal
State of Missouri
Platte County
MY Commission Expires August 28, 2005
S-1'
MGC:
~~-)
STATE OF ~ ~ ~ )
ss.
COUNTY OF ~~~~~ )
MISSOURI GAMMG OMPANY
~ uvi~,~--_.
. ,La zre. s~ xi,J SE 2
Title: ~c.~ t~zEs~n~rat' * GEr~. MGrL.
On t 's the ~ day of ~ ~ 2001, before me appeared
to me personally known, who, being by me duly sworn, did say
that he' s the ! ~ 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
ed in behalf of said corporation by authority of its Boazd of Directors, and said
CL/~ acknowledged said instrument to be the free act and deed of said corporation.
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 yeaz last,above written.
Notary Public
My commission expires:
51 y/~~~/
'~,
~__:~~~
S2
EXHIBIT A TO RIPARIAN MITIGATION AGREEMENT
RESTRICTIVE COVENANT AND EASEMENT AGREEMENT
STATE OF MISSOURI )
COUNTY OF PLATTE )
THIS RESTRICTIVE COVENANT AND EASEMENT AGREEMENT ("Agreement")
is executed as of the day of December, 2001, by and between the City of Riverside,
Missouri ("City") having an address at 2950 Vivion, Riverside, Missouri 64150 and T'he
Missouri Gaming Company d/b/a Argosy Casino ("Argosy"), having an address at 219 Piasa
Street, Alton, Illinois 62002
A. The City is the owner of certain real property located in Platte County, Missouri.
B. Argosy owns and operates a licensed gaming facility on another tract of land in
Riverside, Missouri, and wishes to expand and modify such facility (the "Project") in a manner
that will infringe upon Argosy's current wetland mitigation acreage and which will require that
Argosy secure alternate replacement mitigation acreage.
C. On or about November 1, 2001, Argosy received written notification from the Kansas
City District of the U.S. Army Corps of Engineers (the "Corps's that the development of the
Project will be authorized under a modification to an-individual permit issued pursuant to Section
404 of the Federal Clean Water Act (the "Pemut'~ so long as, among other conditions,
approximately 2 acres of replacement riparian lands (the "Replacement Riparian Mitigation's are
created and maintained by Argosy.
D. The City wishes to allow, subject to the temis and conditions hereof, the property
described on the attached Exhibit A (the "Designated Land's to be utilized by Argosy to create
and maintain the Replacement Riparian Mitigation.
NOW; THEREFORE, in consideration of the foregoing, and for Ten and No/100 Dollars
($10.00) and other good and valuable consideration the receipt and sufficiency of which is
hereby. acknowledged, Argosy and the City agree as follows:
1. Restrictive Covenants. Subject to the limitations and conditions set forth herein,
the City agrees that the Designated Land may be used solely to create, monitor and
maintain, solely at Argosy's cost and expense, the Replacement Riparian Mitigation in
accordance with the conditions of the Permit. Without the prior written consent of the
Corps, the City and Argosy will not allow the (i) excavation or dredging fill material
placed on the Designated Land, except to conduct the mitigation measures; (n) building
or placing on the Designated Land any commercial, industrial, agricultural, residential, or
recreational developments, buildings, or structtues including signs, billboards, other
advertising material, or other structures; (iii) removal or destruction of trees and plants,
mowing, draining, plowing, mining, removal of topsoil, sand, rock, gravel, minerals or
other materials on the Designated Land, except to conduct the mitigation measures; (iv)
grazing or keeping of cattle, sheep, horses, or other livestock on the Designated Land, or
(v) operation of snowmobiles, dunebuggies, motorcycles, all-terrain vehicles or any other
types of motorized vehicles on Designated Land, except to conduct the mitigation
measures. It is expressly understood and agreed that Argosy or the City may substitute
other lands for the Replacement Riparian Mitigation in the event, and only in the event,
that Argosy or the City, as the case may be, receives the prior approval of the Corps or
other governmental agency with then jurisdiction over the Replacement Riparian
Mitigation, and thereafter assumes all compliance liability for the replacement mitigation,
including maintenance, monitoring and deed restriction of the site in perpetuity. Except
as .expressly limited herein, the City .reserves for itself, its successors and assigns, all
rights as owner of the Designated Land, including the right to use the property for all
purposes not inconsistent with this declaration.
2. Grant of Easement. Subject to the conditions and limitations set forth herein and
all existing easements, restrictions and other encumbrances of whatever nature affecting
the Designated Land, the City hereby grants and convoys to Argosy anon-exclusive
easement (the "Easement") on, over and across the Designated Land, for the sole purpose
of .constructing, developing, creating, maintaining and monitoring the Replacement
Riparian Mitigation on the Designated Land in accordance with the Permit and the plan
approved by the City and the Corps. The Easement shall be located as finally agreed by
Argosy and the City in compliance with a stake survey. Argosy shall maintain general
comprehensive liability insurance on the Designated Land during the term of this
Agreement with limits of not less than Two Million and No/100 Dollars ($2,000.000.00)
aggregate which policy shall name the City as an additional insured. The City does
hereby agree to allow the Corps the right to enter the Designated Land at all reasonable
times for the purpose of inspecting the Designated Land to determine if Argosy is
complying with the covenants and purposes of this Agreement.
3. Argosy's Duties. Argosy shall be solely responsible for the creation, maintenance
and monitoring of the Replacement Riparian Mitigation and the costs associated
therewith, including any fiuther work the Corps or any other governmental agency with
jurisdiction over the Replacement Riparian Mitigation may require from time to time,
.including, but not limited to, a survey of the Replacement Riparian Mitigation. Argosy
shall notify City in writing after completion of the work necessary for the creation of
Replacement Riparian Mitigation at the Designated Land. Argosy shall cause the
Replacement Riparian Mitigation to be monitored and maintained as set forth in the
Permit and pay.for all costs incurred in connection therewith.
4. Binding Effect. This Agreement shall run with the Designated Land and shall be
binding on each and every successor, assignee or firture owner of the Designated Land
and shall inure to the benefit of Argosy, its successors and assignees. The terms and
conditions of this Agreement shall be both implicitly and explicitly included in any
transfer, conveyance, or encumbrance of the Designated Land or any part thereoi; and
any instrument of transfer, conveyance, or ena~mbrance affecting all or part of the
2
Designated Land shall set forth the terms and conditions of this Agreement either by
reference to this Agreement or set forth in full text.
5. Termination. This Agreement shall remain in full force and effect until
terminated pursuant to the terms of this Agreement. This Agreement shall automatically
terminate upon the approval of the Corps of the Further Modification Request and
Argosy shall immediately file in the real property records for the County of Platte,
Missouri, the county in which the Designated Land is located, a release and termination
of this Agreement. This Agreement may be terminated by the owner of the Designated
Land with the prior written approval of the Corps, witnessed, authenticated and recorded
pursuant to the laws of the State of Missouri.
6. Reservation by Landowner. Except as expressly limited herein, the City reserves
for itself, its successors and assigns, all rights as owner of the "Designated Land,"
including the right to use the property for all purposes not inconsistent with this
Agreement.
7. Indemnification of City. Argosy agrees to protect, hold harmless, defend and
indemnify the City and its successors, assigns, employees, contractors, subcontractors,
agents and representatives from and against any and all `claims, demands, allegations,
actions, proceedings, damages and expenses (including without limitation attorneys' fees
and consultants' fees) related to or arising from, directly or indirectly: (a) the intentional
act or omission or negligent act or omission of Argosy or its officers, directors,
shareholders, partners, employees, contractors, subcontractors, counsel, agents in
connection with the Replacement Riparian Mitigation, including the creation, monitoring
and maintenance thereof; and (b) use of the Designated Land by Argosy, its officers,
shazeholders, paztners, employees, contractors, subcontractors, agents or representatives.
8. Miscellaneous.
(a) Governing Law. This Agreement shall be interpreted and enforced
according to the laws of the State of Missouri.
(b) Headings. All headings of paragraphs of this Agreement are inserted for
convenience only, and do not form part of this Agreement or limit, expand or
otherwise alter the meaning of any provisions hereof.
(c) Amendments. No amendment of this Agreement shall be effective unless
the same is in writing, signed by both the City and Argosy, and approved by the
Corps in writing, witnessed, authenticated and recorded pursuant to the laws of
the State of Missouri.
(d) Recordation. This Agreement shall be filed in the real property records
for the County of Platte, Missouri, the county in which the Designated Land is
located.
(e) Default. If default under this Agreement occurs and the parties are unable
to resolve the dispute within thirty (30) days, the party to whom such duty or
3
obligation was owed may enforce such performance through any remedies
available whether through law or through equity and the prevailing party shall be
entitled to recover all its costs and expenses of any proceeding, including but not
limited to, attorneys' fees and costs.
(f) Enforced by Corps. The Corps shall be entitled, in a reasonable manner
' and at reasonable times, to enforce by proceedings at law or in equity the
covenants set forth in this Agreement. The Corps does not waive or forfeit the
right to take action as may be necessary to insure compliance with the covenants
and purpose of this Agreement by any prior failure to act.
4
1N WITNESS HEREOF, this Agreement is executed as of the date first above written.
City of Riverside, Missouri ("City")
Betty Burch, Mayor
ATTEST:
City Clerk
The Missouri Gaming Company d/b/a Argosy
Casino ("Argosy")
By: .
Name:
Title:
1N TESTIMONY WHEREOF, THE CITY OF RIVERSIDE, MISSOURI has hereunto
set its hand and seal this day of December, 2001.
Attest:
City Clerk
STATE OF MISSOURI
COUNTY OF
CITY OF RIVERSIDE, MISSOURI
By:
Betty Burch, Mayor
t
`~` ~ ~ ~:(
~ ~"
,~
~ ,.,E ~ , { r> s `~ , r ` ,.
SS ~ ,~
On this day of , 2001, 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, MISSOURI, and that the seal affixed to the foregoing instrument is the corporate
seal of said city, and that said instrument was signed and sealed in behalf of said city, by
authority of its Board of Aldermen; and she acknowledged said instrument to be the free act and
deed of said city.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
my office the day and yeaz last above written.
Notary Public
My commission expires:
6
IN TESTIMONY WHEREOF, THE MISSOURI GAMING COMPANY, DB/A ARGOSY
CASINO has hereunto set its hand and seal this day of December, 2001.
THE MISSOURI GAMING COMPANY DB/A
ARGOSY CASINO ("ARGOSY")
By:
Its:
STATE OF MISSOURI
COUNTY OF
SS
On this day of , 2001, before me appeared to
me personally known, who, being by me duly sworn, did say that is the
of THE MISSOURI GAMING COMPANY, DB/A ARGOSY CASINO, a Corporation of the
State of ,and 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 corporation,
by authority of its Board of Directors; and said acknowledged said instrument to be
the free act and deed of said corporation.
Notary Public
My commission expires:
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in-the
and State aforesaid, the day and year first above written..
7
EXHIBIT A TO RESTRICTIVE COVENANT AND EASEMENT AGREEMENT
DESCRIPTION OF CITY CONSERVATION EASEMENT PROPERTY
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 S00°29'28"W ALONG THE WEST LINE OF SAID FRACTIONAL SECTION 9
A DISTANCE OF 574.89 FEET; THENCE S89°30'32°E A DISTANCE OF 1632.64
FEET TO THE POINT OF BEGINNING OF THE TRACT OF LAND TO BE
DESCRIBED; THENCE S71°57'37"E A DISTANCE OF 356.08 FEET; THENCE
S09°28'11" W A DISTANCE OF 86.43 FEET; THENCE S32°53'02"W A DISTANCE OF
83.13 FEET; THENCE S89°56'15"W A DISTANCE OF 135.88 FEET; THENCE
S00°43'38"W A DISTANCE OF 111.15 FEET; THENCE S23 35'47"W A DISTANCE OF
59.03 FEET; THENCE S47°15'21"W A DISTANCE OF 203.07 FEET; THENCE
N08°47'45"E A DISTANCE OF 427.15 FEET; THENCE N13°15'06"W A DISTANCE OF
150.42 FEET TO THE POINT OF BEGINNING. CONTAINS 93,650 SQUARE FEET
OR 2.15 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS,
RESTRICTIONS, ENCUMBRANCES AND RESERVATIONS OF RECORD.
8
EXHIBIT B TO RIPARIAN MITIGATION AGREEMENT
DESCRIPTION OF CITY CONSERVATION EASEMENT PROPERTY
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 S00°29'28"W ALONG THE WEST LINE OF SAID FRACTIONAL SECTION 9
A DISTANCE OF 574.89 FEET; THENCE S89°30'32"E A DISTANCE OF 1632.64
FEET TO THE POINT OF BEGINNING OF THE TRACT OF LAND TO BE
DESCRIBED; THENCE S71 °57'37"E A DISTANCE OF 356.08 FEET; THENCE
S09°28'11" W A DISTANCE OF 86.43 FEET; THENCE S32°53'02"W A DISTANCE OF
83.13 FEET; THENCE S89°56'15"W A DISTANCE OF 135.88 FEET; THENCE
S00°43'38"W A DISTANCE OF 111.15 FEET; THENCE S23 35'47"W A DISTANCE OF
59.03 FEET; THENCE S47°15'21"W A DISTANCE OF 203.07 FEET; THENCE
N08°47'45"E A DISTANCE OF 427.15 FEET; THENCE N13°15'06"W A DISTANCE OF
150.42 FEET TO THE POINT OF BEGINNING. CONTAINS 93,650 SQUARE FEET
OR 2.15 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS,
RESTRICTIONS, ENCUMBRANCES AND RESERVATIONS OF RECORD.
r.
E3B-IIBIT E
DESCRIPTION OF CITY CONSERVATION EASEMENT PROPERTY
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 S00°29'28"W ALONG THE WEST LINE OF SAID FRACTIONAL SECTION 9
A DISTANCE OF 574.89 FEET; THENCE S89°30'32"E A DISTANCE OF 1632.64
FEET TO THE POINT OF BEGINNING OF THE TRACT OF LAND TO BE
DESCRIBED; THENCE S71°57'37"E A DISTANCE OF 356.08 FEET; THENCE
S09°28'11" W A DISTANCE OF 86.43 FEET; THENCE S32°53'02"W A DISTANCE OF
83.13 FEET; THENCE S89°56'15"W A DISTANCE OF 135.88 FEET; THENCE
S00°43'38"W A DISTANCE OF 111.15 FEET; THENCE S23 35'47"W A DISTANCE OF
59.03 FEET; THENCE S47°15'21"W A DISTANCE OF 203.07 FEET; THENCE
N08°47'45"E A DISTANCE OF 427.15 FEET; THENCE N13°15'06"W A DISTANCE OF
150.42 FEET TO THE POINT OF BEGINNING. CONT~I~NS 93,650 SQUARE FEET
OR 2.15 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS,
RESTRICTIONS, ENCUMBRANCES AND RESERVATIONS OF RECORD.
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