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MEMORANDUM OF AGREEMENT This Memorandum of Agreement is between the City of Louisville, Colorado (the "City") and FIRMM Investments, a general partnership under the laws of the State of Colorado (the "User"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The City is a municipal corporation in the State of Colorado, a body pOlitic and corporate, author- ized and empowered by Title 29, Article 3, of the Colorado Revised Statutes 1973, as amended (the "Act"), to issue industrial development revenue bonds to finance one or more projects, including any land, building or other improvement and all real or personal properties suitable or used for or in connection with any manufac- turing, industrial, commercial, agricultural or business enterprise, upon such terms and condi tions as the Ci ty Council of the City of Louisville (the "City Council") deems advisable. (b) In order to increase employment and in order, to promote industry and develop trade and other economic activity within the City of Louisville, State of Colorado: (1) the User proposes to acquire and develop land as a site for and acquire, construct, improve, and equip a building, other improvements, and all necessary and appurtenant real and personal properties, whether or not now in existence, consti tuting a commerci al office building for use as a medical center, located within the City (the "Project"), (2) pursuant to a Loan Agreement between City and User, not to exceed $500,000, (the "Loan Agreement") City will loan the proceeds of its industrial development revenue bonds or other obliga- tions (the "Bonds") to the User for such acquisition, construction, improvement and equipment, and (3) the User will make loan repayments under said Agreement sufficient to pay the principal of, premiums, if any, and interest on the Bonds or other obligations. (c) The City has indicated its willingness to proceed with the issuance of its Bonds or other Obliga- tions as provided by the Act to finance the Project and has advi sed the User that, subject to due compl i ance with all requirements of law, the Obtaining of all necessary consents and approvals, and the happening of all acts, conditions, and things required precedent to such financing, the City, pursuant to the Act, will issue the Bonds in a principal amount sufficient to pay the costs of such acqui si tion, construction, improve.- ment, and equipment of the Project, the funding of any