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HomeMy WebLinkAboutTheater Barge Sales Agreement P INNACLE E N T E R T A I N M E N T D &C STL Field Office' cro River City Casino 777 River City Casino Blvd.' St. Louis, MO 63125 Office: (314) 615 -2801 Fax: (314) 615-2804 TRANSMITTAL LETTER To: Mayor's Office Date: 07/27)11 City of Jeffersonville Jeffersonville, IN 47130 Project: President Casino Office: (812) 280 -3251 St. Louis, MO Theater Barge Sales _ Agreement Attn: Ms. Candy Stewart WE ARE SENDING: COPIES DATE NO. DESCRIPTION _ 01 Executed Purchase Agreement for Theater Barge THESE ARE TRANSMITTED: For Approval X Approved As Submitted Resubmit _Copies For Your Use Approved As Noted No Action Taken As Requested Returned For Corrections For Review and Comment For Further Processing For Signature REMARKS: Bob Herr Project Director Cc: FILE 110727 TrensmitISl Theater Barge Sales Agreement to Jeffersonville PURCHASE AGREEMENT This Agreement is effective as of the 24th day of January 2011 (the "Effective Date ") by and between President Riverboat Casino - Missouri, inc., a Missouri corporation hereinafter referred to as the "OWNER" and The City of Jeffersonville, Indiana hereinafter referred to as "BUYER ". WHEREAS, OWNER, is the owner of the "Theater Barge" which is currently part of the President Casino Facility located at Lenore K. Sullivan Blvd in St. Louis Missouri known as "the Site"; and WHEREAS, OWNER desire to sell the "Theater Barge "; and WHEREAS, BUYER desires to purchase the "Theater Barge ". NOW, THEREFORE, in consideration of the premises and for mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. "Theater Barge". As used herein, "Theater" includes without limitation (i) the entire hull and all its appurtenances, (ii) all other associated items expressly listed herein (such as the concrete decks, and superstructures), (iii) all contents of the foregoing whether or not specifically listed herein (such as machinery, equipment, furnishings, tools, piping, tanks, wiring, supplies and other loose items) except for those items that were previously removed by OWNER representatives. 2. Purchase Price. For the sum of Three Hundred and Seventy Thousand Dollars ($370,000), the OWNER agrees to sell the "Theater Barge" to BUYER pursuant to the terms and conditions of this Agreement. 3. Payment. BUYER will submit payment in full of the above amount to OWNER within twenty (20) business days of the Effective Date of this Agreement. 4. Transfer of Ownership. Ownership to the "Theater Barge" will transfer to BUYER upon receipt of payment of purchase price and execution of the Bill of Sale attached hereto as Exhibit "1". Notwithstanding the foregoing, it is understood and agreed by the parties that BUYER shall take ownership of the "Theater Barge" prior to it being towed from the Site. Upon execution of the Bill of Sale, the ownership and responsibilities for the "Theater Barge" shall pass from OWNER to BUYER. BUYER will be responsible for maintaining the "Theater Barge" in a safe and sea worthy condition while at the Site and while being removed from the Site. Once BUYER takes title to the' Theater Barge ", BUYER will not be entitled to make any claim against OWNER for loss to the "Theater Barge ", damage to any property, or injury or death to any person, arising directly or indirectly from the condition of the "Admiral" whether based on theories of negligence, misrepresentation, breach of warranty, or otherwise. 5. No Warranty. BUYER acknowledges and agrees that sale of the "Theater Barge" is being conducted on an "as is, where is" basis. No warranty of condition is offered in any way. 6. Indemnification. Upon the transfer of ownership of the "Theater Barge ", BUYER agrees to hold harmless, indemnify and defend OWNER, The City of St. Louis, The St. Louis Port Authority and Manley Brothers, LI.0 and their respective subsidiaries, parent corporations, affiliates, employees, officers, agents and representatives (hereafter collectively referred to as the "OWNER Indemnitees "), from and against any and all claims arising from or related in any way to the "Theater Barge" except to the extent such claim is caused by the negligence of OWNER or its employees. 7. Insurance. While the "Theater Barge" is at the Site, BUYER will maintain in force at its expense the insurance described in Exhibit "2 ". 8. Towing. BUYER, at its sole cost and expense, shall contract and coordinate all towing vessels, equipment and crews necessary to transport safely the "Theater Barge" from the Site to a site of BUYER's choosing. 9. Coordination with Purchaser of "Admiral" and Spar Ramps. It is understood and agreed by the parties that the OWNER is selling the entire President Casino Facility, which includes the "Admiral ", "Theater Barge" and the spar ramps. In this regard, the BUYER agrees to coordinate the towing of the "Theater Barge" with the purchaser of the "Admiral" and the spar ramps. 10. On-Site Demolition. BUYER will not conduct significant "on- site" demolition work on the "Theater Barge" while it is at the Site. 11. Governing Law. This agreement shall be governed by the laws of the State of Missouri. • 12. Complete Agreement. This agreement constitutes the entire agreement between the parties concerning the sale of the subject vessel and all prior negotiations, communications and understandings whether, oral or written, are merged and incorporated herein. President • 'verboat Casino- Missouri, Inc City of Jeff .nville i r/ !M By: / / VI . - B B. - �M ' Its: l Pn.a _ _ iF Date: 1 1t' II Date: yg `/(