HomeMy WebLinkAbout1542 Premium Waters Industrial Revenue Bonds $10,000,000 BILL NO. 2017-040 ORDINANCE NO.J �
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO CERTAIN AGREEMENTS AND
TAKE CERTAIN OTHER ACTIONS IN CONNECTION WITH ITS TAX-EXEMPT INDUSTRIAL
REVENUE BONDS (PREMIUM WATERS, INC. PROJECT) SERIES 2012A IN THE MAXIMUM
PRINCIPAL AMOUNT OF $10,000,000.
WHEREAS, the City of Riverside, Missouri, a fourth-class city and political subdivision of
the State of Missouri (the "City"), is authorized and empowered pursuant to the provisions of
Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 through
100.200, inclusive, of the Revised Statutes of Missouri, as amended (RSMo) (collectively, the
"Act"), to purchase, construct, extend and improve certain projects (as defined in Section 100.010
RSMo) and to issue industrial development revenue bonds for the purpose of providing funds to
pay the costs of such projects and to lease or otherwise dispose of such projects to private
persons or corporations for manufacturing, commercial, warehousing and industrial development
purposes upon such terms and conditions as the City shall deem advisable; and
WHEREAS, the City, in accordance with Section 100.050 of the Act, has previously
approved a plan for industrial development (the "Plan") for Premium Waters, Inc., a Minnesota
corporation (together with any successors or assigns, the "Company"), with respect to a project
consisting of the acquisition and installation of new equipment and machinery at the Company's
existing plant (the "Project"), after notice of the Project was given to the taxing jurisdictions in
accordance with Section 100.059.1 of the Act; and
WHEREAS, the City issued its $10,000,000 Tax-Exempt Industrial Development
Revenue Bonds (Premium Waters, Inc. Project), Series 2012 A(the "Series 2012A Bonds") and
its $5,000,000 Subordinate Taxable Industrial Revenue Bonds (Premium Waters, Inc. Project)
Series 2012B (the "Series 2012B Bonds") pursuant to an Indenture of Trust dated as of
February 1, 2012 (the "Indenture") between the City and Wells Fargo Bank, National Association
(the "Trustee") and the City leased the Project to the Company pursuant to a Lease Agreement
dated as of February 1, 2012 between the City and the Company; and
WHEREAS, the Series 2012B Bonds are no longer outstanding under the Indenture;
and
WHEREAS, the City finds and determines that it is necessary and desirable in
connection with the Series 2012A Bonds that the City enter into certain documents, and that the
City take certain other actions and approve the execution of certain other documents as herein
provided;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1 — APPROVAL AND AUTHORIZATION OF DOCUMENTS. The City is
hereby authorized to enter into the following documents (the "City Documents"), in substantially
the forms presented to and approved by the Board of Aldermen and attached to this Ordinance,
with such changes therein as are approved by the officials of the City executing the documents,
such officials' signatures thereon being conclusive evidence of their approval thereof:
(a) Base Lease dated as of the date set forth therein (the "Base Lease"),
between the Company and the City.
(b) Special Warranty Deed dated as of the date set forth therein from the City
to the Company.
(c) Second Supplemental Indenture of Trust dated as of the date set forth
therein, between the City and the Trustee.
SECTION 2 - EXECUTION OF DOCUMENTS. The Mayor is hereby authorized to
execute the City Documents and such other documents, certificates and instruments as may be
necessary or desirable to carry out and comply with the intent of this Ordinance, for and on
behalf of and as the act and deed of the City. The City Clerk is hereby authorized to attest to
and affix the seal of the City to the City Documents and such other documents, certificates and
instruments as may be necessary or desirable to carry out and comply with the intent of this
Ordinance.
SECTION 3 - FURTHER AUTHORITY. The City shall, and the officials, agents and
employees of the City are hereby authorized to, take such further action, and execute such
other documents, certificates and instruments as may be necessary or desirable to carry out
and comply with the intent of this Ordinance and to carry out, comply with and perform the
duties of the City with respect to the City Documents. The Mayor is hereby authorized,
throughout the term of the Lease Agreement, to execute all documents on behalf of the City
(including documents pertaining to the transfer of property) as may be required to carry out and
comply with the intent of this Ordinance, the Indenture and the Base Lease.
SECTION 4. GOVERNING LAW. This Ordinance shall be governed exclusively by
and construed in accordance with the applicable laws of the State of Missouri.
SECTION 5 -CONFLICTS. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 6 - EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, passed and
approved by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this_j!day of S. o 2017.
Alp Z
`,.• ,,. leen L. Rose, Mayor
ATTEST°
Robin Kincaitf, City Clerk
.. e
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(The above space is reserved for Recorder's Certification.)
TITLE OF DOCUMENT: SPECIAL WARRANTY DEED
DATE OF DOCUMENT: JUNE 2017
GRANTOR: CITY OF RIVERSIDE,MISSOURI
GRANTOR'S MAILING ADDRESS: 2950 N.W.Vivion Road
Riverside, Missouri 64150
GRANTEE: PREMIUM WATERS, INC.
GRANTEE'S MAILING ADDRESS: 2100 Summer Street NE, Suite 200
Minneapolis, Minnesota 55413
RETURN DOCUMENTS TO: Gary A. Anderson, Esq.
Gilmore&Bell, P.C.
2405 Grand Boulevard, Suite 1100
Kansas City, Missouri 64108
LEGAL DESCRIPTION: See Exhibit A
This cover page is attached solely for the purpose of complying with the requirements stated in
§§59.310.2; 59.313.2 Revised Missouri Statutes.
11893/061/BONDS/01001459;1
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made as of June , 2017, from the CITY OF
RIVERSIDE, MISSOURI, a political subdivision and body corporate organized and existing under the
laws of the State of Missouri (the "Grantor"), having its mailing address as follows: 2950 N.W. Vivion
Road, Kansas City, Missouri 64150, to PREMIUM WATERS, INC., a Minnesota corporation (the
"Grantee"), having its mailing address as follows: 2100 Summer Street NE, Suite 200, Minneapolis,
Minnesota 55413.
WITNESSETH, THAT THE GRANTOR, in consideration of the sum of One Dollar ($1.00)
and other valuable considerations to it paid by the Grantee(the receipt of which is hereby acknowledged)
does by these presents, SELL and CONVEY unto the Grantee, its successors and assigns, the lots,tracts
or parcels of land described in EXIMIT A,which is attached hereto, subject to all matters of record.
TO HAVE AND TO HOLD,the premises aforesaid, with all and singular the rights, privileges,
appurtenances and immunities thereto belonging or in anyway appertaining unto the Grantee and unto its
successors and assigns forever; the Grantor hereby covenanting that the said premises are free and clear
from any encumbrance done or suffered by it, except as provided herein; and that it will warrant and
defend the title to said premises unto the Grantee and unto the Grantee's successors and assigns forever,
against the lawful claims and demands of all persons claiming under Grantor and no other, except as
provided herein.
[The remainder of this page intentionally left blank.]
11893/061/BONDS/01001459;1 {
IN WITNESS WHEREOF, the Grantor has executed this Special Warranty Deed as of the day
and year above written.
CITY OF RIVERSIDE,MISSOURI
[SEAL]
By:
Name: Klrffileen L. Rose
Title: Mayor
:j
4 i
ATTEST:
,Bye
Name:-;Robitf Kfhcaid
Title:' 47-clerk' ,
ACKNOWLEDGMENT
STATE OF MISSOURI )
SS.
COUNTY OF PLATTE )
On this JZ:� day of 2017, before me, the undersigned, a Notary Public,
appeared KATHLEEN L. ROSE and ROBIN KI NCAID, to me personally known, who, being by me
duly sworn, did say that they are the Mayor and City Clerk 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 by authority of its Board of Aldermen, and said officers acknowledged
said instrument to be executed for the purposes therein stated and as the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
. .
r " ARAN WAGNER
j I�Iotery Public, Notary Seal
State of Missouri - z
Clinton CountY Name:
rcmmission011277184 Not Public in and for sa State
,: CornmissionEx irsstt-18-2019 Notary
(SEAL)
My Commission Expires:
EXHIBIT A
LEGAL DESCRIPTION
All of the following properly located in Platte County,Missouri:
Lot 1,ARGO INNOVATION PARK 3RD PLAT,a subdivision in the City of Riverside,
Platte County,Missouri.
A-1
Gilmore&Bell,P.C.
Draft: May 4,2017
BASE LEASE
between
PREMIUM WATERS,INC.
as Lessor
and
CITY OF RIVERSIDE,MISSOURI
as Lessee
Dated as of June 1,2017
INDEX
Page
SECTION 1. REPRESENTATIONS......................................................................................2
SECTION2. LEASE..............................................................................................................3
SECTION3. TERM...............................................................................................................3
SECTION4. RENTAL...........................................................................................................3
SECTION 5. ASSIGNMENTS AND SUBLEASES ..............................................................3
SECTION 6. TERMINATION...............................................................................................3
SECTION7. DEFAULT........................................................................................................3
SECTION 8. QUIET ENJOYMENT;TITLE.........................................................................3
SECTION 9. NO MERGER...................................................................................................4
SECTION 10. TAXES AND ASSESSMENTS........................................................................4
SECTION 11. WARRANTIES, COVENANTS AND INDEMNITIES REGARDING
ENVIRONMENTAL MATTERS.....................................................................4
SECTION 12. RELEASE AND INDEMNIFICATION...........................................................5
SECTION 13. EMINENT DOMAIN .......................................................................................6
SECTION 14. LEASEBACK TO COMPANY;OPTION TO PURCHASE............................6
SECTION 15. PARTIAL INVALIDITY..................................................................................6
SECTION16. NOTICES...........................................................................................................6
SECTION 17. SECTION HEADINGS.....................................................................................6
SECTION 18. AMENDMENTS,CHANGES AND MODIFICATIONS.................................6
SECTION 19. APPLICABLE LAW.........................................................................................6
SECTION20. EXECUTION....................................................................................................7
SECTION 21. SUCCESSORS..................................................................................................7
SECTION 22. COMPLETE AGREEMENT............................................................................7
Schedule 1
BASE LEASE
THIS BASE LEASE (the `Base Lease"), dated as of June 1, 2017, by and between PREMHJM
WATERS,INC.a Minnesota corporation authorized to do business in the State of Missouri (together with
any successors, the "Company") and the CITY OF RIVERSIDE, MISSOURI, a city of the fourth class
organized and existing pursuant to the laws of the State of Missouri (together with its successors, the
"City"),as lessor,and,as lessee:
WITNESSETH:
WHEREAS,in order to carry out the essential governmental and proprietary functions of the City,
the governing body of the City has previously authorized the issuance of its $10,000,000 Tax-Exempt
Industrial Revenue Bonds (Premium Waters, Inc. Project) Series 2012A (the "Series 2012A Bonds")and
$5,000,000 Subordinate Taxable Industrial Revenue Bonds(Premium Waters, Inc. Project) Series 2012B
(the"Series 2012B Bonds"); and
WHEREAS, Wells Fargo Bank, National Association (the "Purchaser") is the sole owner of the
Series 2012A Bonds and the Series 2012B Bonds are no longer outstanding;and
WHEREAS, in connection with certain amendments to the Indenture of Trust dated as of February
1, 2012, between the City and Wells Fargo Bank, National Association, as trustee (the "Trustee") under
which the Series 2012A Bonds and Series 2012B Bonds were issued (as amended from time to time, the
"Indenture") contained in a Second Supplemental Indenture of Trust dated the date hereof, (the "Second
Supplement"), the City has by Special Warranty Deed (the "Deed") deeded the real property described on
Schedule 1 hereto (all of said real estate is herein referred to as the"Real Property," the Real Property and
the improvements thereon being herein referred to as the "Project") and is authorized to lease the Project
from the Company;and
WHEREAS, the Company has previously leased the Project from the City pursuant to a Lease
Agreement dated as of February 1, 2012 (as amended or supplemented from time to time, the "Lease"), by
and between the Company and the City;and
WHEREAS,the Company has previously pledged its interest in the Lease and the Project for the
benefit of the holders of the Series 2012A Bonds through the execution of a Deed of Trust, Security
Agreement and Fixture Filing dated February 1,2012(as amended from time to time,the"Deed of Trust"),
granted by the Company for the benefit of Wells Fargo Bank, National Association, as Trustee (the
"Trustee");and
WHEREAS, in connection with the execution of the Second Supplement, the Company and the
Trustee are executing a Second Amendment to Deed of Trust, Security Agreement and Fixture Filing dated
June 2017(the"Second Supplement to Deed of Trust");and
WHEREAS, upon the execution and delivery of the Deed, this Base Lease, the Second
Supplement, the Second Supplement to Deed of Trust and other related documents, pursuant to the Lease
and other documents associated with the Series 2012A Bonds, the Company will have leased the Project
from the City as provided therein and the interests of the Company and the City in the Lease and the Project
will be pledged as security for the Series 2012A Bonds; and
WHEREAS, in order to effectuate the transactions contemplated by the Second Supplement and
the Lease, the Company desires to lease the Project to the City for the rentals and upon the terms and
conditions herein set forth;
NOW,THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein set forth,the City and the Company covenant and agree as follows:
Section 1. Representations.
(a) The Company represents,warrants and covenants as follows:
(1) The Company is a Minnesota corporation in good standing,and is authorized to do business
in the State of Missouri;
(2) The Company has full power and authority to enter into the transactions contemplated by
this Base Lease and to carry out its obligations hereunder, and by proper action has been duly authorized to
execute and deliver this Base Lease;
(3) Neither the execution and delivery of this Base Lease,nor the fulfillment of or compliance
with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby,
conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or
instrument to which the Company is now a party or by which the Company is bound;
(4) The Company has good and merchantable fee title of the Real Property;
(5) The Real Property is not subject to any dedication, easement, right of way, condition,
restriction, lien or encumbrance which would prohibit or materially interfere with the operation of the
improvements thereon;
(6) All taxes, assessments or impositions of any kind with respect to the Real Property, except
current taxes,have been paid in full;
(7) The Real Property is properly zoned for the purpose of the improvements that exist thereon;
and
(8) The Company has not made, done,executed or suffered,and wan-ants that it will not make,
do, execute or suffer, any act or thing whereby the Company's interests in any property now or hereafter
included in the Project may be impaired, changed or encumbered in any manner whatsoever except as
permitted by this Base Lease and the Lease.
(b) The City represents,warrants and covenants as follows:
(1) The City is a city of the fourth class established and existing under and pursuant to the laws
of the State of Missouri;
(2) The City, pursuant to an ordinance adopted by its governing body, has full power and
authority to enter into the transactions contemplated by this Base Lease and to carry out its obligations
hereunder, and has been duly authorized to execute and by proper action has duly authorized the execution
and delivery of this Base Lease; and
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(3) Neither the execution and delivery of this Base Lease, nor the fulfillment of or compliance
with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby,
conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or
instrument to which the City is now a party or by which the City is bound.
Section 2. Lease. The Company hereby leases to the City, and the City hereby rents and
leases from the Company, all of its right, title and interest (including any rights, titles and interests
hereinafter acquired)in the Project on the terms and conditions hereinafter set forth.
Section 3. Term. The term of this Base Lease shall commence as of the date hereof, and
shall end on February 1,2037, unless such term is extended or sooner terminated as hereinafter provided.
Section 4. Rental. As and for rental hereunder, the City shall take the following actions
simultaneously with the delivery of this Base Lease:
(a) enter into the Second Supplement;and
(b) pay to the Company the sum of$10.00,the receipt of which is hereby acknowledged.
Section 5. Assignments and Subleases. It is intended that the City will assign this Base
Lease and its rights hereunder to the Trustee for the benefit of owners of the Series 2012A Bonds.
Section 6. Termination. This Base Lease shall terminate upon the completion of the term set
forth in Section 3 unless terminated earlier as provided in this Section 6. This Base Lease shall terminate
upon the purchase of the Project pursuant to Article XII of the Lease. The City shall execute and deliver to
the Company any document reasonably requested by the Company to show the termination of this Base
Lease in the public records.
If an Event of Default under the Lease occurs, subject to the consent of the Purchaser,the City shall
have the right to possession of the Project for the remainder of the term of this Base Lease and shall have the
right to sublease the Project or sell its interest in the Project and this Base Lease upon whatever terms and
conditions it deems prudent; provided, however, that the Company shall provide or cause to be provided to
the City adequate public liability insurance covering the Project for the remainder of the term and will
furnish the City with evidence thereof.
Section 7. Default. The Company shall not have the right to terminate this Base Lease prior
to the expiration of the term of this Base Lease upon any default by the City hereunder,except that if, upon
the exercise of the option to purchase the Company's interest in the Project granted to the Company in the
Lease and after the payment of the purchase price specified therein and other sums payable under the Lease,
the City fails to convey its interest in the Project to the Company pursuant to said option,then the Company
shall have the right to terminate this Base Lease, such termination to be effective 30 days after delivery of
written notice of such termination to the City.
Section 8. Quiet Enjoyment; Title. At all times during the term of this Base Lease,the City
shall peaceably and quietly have, hold and enjoy all of the Project, subject to the Deed of Trust and the
Lease.
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Section 9. No Merger. No union of the interests of the City and the Company herein shall
result in a merger of this Base Lease and the title to the Project,except as described in Section 6.
Section 10. Taxes and Assessments. The Company covenants and agrees to pay any and all
assessments of any kind or character and all taxes levied or assessed upon the Project.
Section 11. Warranties,Covenants and Indemnities Regarding Environmental Matters.
(a) As used in this Section,the following terms have the following meanings:
"Environmental Laws" means any now-existing or hereafter enacted or promulgated federal, state,
local, or other law, statute, resolution, rule, regulation, ordinance or court order pertaining to (i)
environmental protection, regulation, contamination or clean-up, (ii) toxic waste, (iii) underground storage
tanks, (iv) asbestos or asbestos-containing materials, or(v) the handling,treatment, storage, use or disposal
of Hazardous Substances, including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act and The Resource Conservation and Recovery Act,all as exist from time to
time.
"Hazardous Substances"means all (i)"hazardous substances"(as defined in 42 U.S.C. §9601(14)),
(ii)"chemicals"subject to regulation under Title III of the Superfund Amendments and Reauthorization Act
of 1986, as amended from time to time (iii) natural gas liquids, liquefied natural gas or synthetic gas, (iv)
any petroleum, petroleum-based products or crude oil or any fraction, or (v) any other hazardous or toxic
substances, wastes or materials, pollutants, contaminants or any other substances or materials which are
included under or regulated by any Environmental Law.
(b) The Company warrants and represents to the City that(i)there has not, at any time during
the Company's ownership of the Project, nor at any time prior to the Company's ownership of the Project,
been any "release" (as defined in 42 U.S.C. §9601(22)) by the Company or any third party of any
Hazardous Substances on, about, or near the Project (including without limitation adjacent or nearby
properties) which could have come to be located upon the Project, or in the water or the groundwater
thereon or thereunder; (ii) no part of the Project is or has been used at any time during the Company's
ownership of the Project nor at any time prior to the Company's ownership of the Project as the site of any
handling,treatment, storage,refining or disposal of any Hazardous Substances; (iii)no part of the Project is
or has been at any time during the Company's ownership of the Project nor at any time prior to the
Company's ownership of the Project, a"facility"(within the meaning of 42 U.S.C. §9607(a));(iv)there are
not now, nor has there been during the Company's ownership of the Project, nor at any time prior to the
Company's ownership of the Project, any underground storage tanks located in, on or about any of the
Project; (v) no asbestos or asbestos-containing materials are located in or have been installed, used,
incorporated into or disposed of on or about the Project; (vi)no polychlorinated biphenyls are located on or
about the Project, including without limitation in any electrical transformers or in fluorescent light fixtures
or ballasts; (vii) there are no conditions on or about the Project which are violative of any Environmental
Laws; and (viii) no claims or demands have been asserted or made by any third parties arising out of,
relating to or in connection with any Hazardous Substances on or about or allegedly on or about the Project
for any injuries suffered or incurred or allegedly suffered or incurred by reason of any of the foregoing.
(c) The Company will provide the City with copies of any notifications of releases of
Hazardous Substances or of any environmental hazards or potential hazards which are given by or on behalf
of the Company to any federal, state or local or other agencies or authorities or which are received by the
Company from any federal, state or local or other agencies or authorities with respect to the Project. Such
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copies shall be sent to the City concurrently with their being mailed or delivered to the governmental
agencies or authorities or within ten days after they are received by the Company.
(d) The Company warrants and represents that the Company has provided the City with copies
of all emergency and hazardous chemical inventory forms(hereinafter"Environmental Notices")that relate
to the Project previously given, as of the date hereof, by the Company to any federal, state or local
governmental authority or agency as required pursuant to the Emergency Planning and Community
Right-to-Know Act of 1986,42 U.S.C.A. §11001 et seq., or any other Environmental Laws. The Company
will provide the City with copies of all Environmental Notices that relate to the Project subsequently sent to
any such governmental authority or agency as required pursuant to the Emergency Planning and
Community Right-to-Know Act of 1986 or any other Environmental Laws. Such copies of subsequent
Environmental Notices shall be sent to the City concurrently with their being mailed to any such
governmental authority or agency.
(e) The Company will comply with and operate and at all times use, keep and maintain the
Project and every part thereof(whether or not such property constitutes a facility, as defined in 42 U.S.C. §
9601 et. seq.) in conformance with all Environmental Laws. Without limiting the generality of the
foregoing,the Company will not use,generate,treat, store,dispose of or otherwise introduce any Hazardous
Substance into or on the Project or any part thereof nor cause, suffer, allow or permit anyone else to do so
except in the ordinary course of the operation of the Company's business and in compliance with all
Environmental Laws.
(f) The Company agrees to indemnify, protect and hold harmless the City, its officers,
directors,employees and agents from and against any and all claims,demands, costs, liabilities,damages or
expenses, including attorneys' fees, arising from (i) any release (as defined above) or threat of a release,
actual or alleged, of any Hazardous Substances, upon or about the Project or respecting any products or
materials previously, now or thereafter located upon, delivered to or in transit to or from the Project,
regardless of whether such release or threat of release or alleged release or threat of release has occurred
prior to the date hereof or hereafter occurs and regardless of whether such release occurs as a result of any
act, omission, negligence or misconduct of the Company or any third party or otherwise, (ii) (A) any
violation now or hereafter existing(actual or alleged) of, or any other liability under or in connection with,
any Environmental Laws relating to or affecting the Project, or (B) any now existing or hereafter arising
violation, actual or alleged, or any other liability, under or in connection with, any Environmental Laws
relating to any products or materials previously, now or hereafter located upon, delivered to or in transit to
or from the Project, regardless of whether such violation or alleged violation or other liability is asserted or
has occurred or arisen prior to the date hereof or hereafter is asserted or occurs or arises and regardless of
whether such violation or alleged violation or other liability occurs or arises, as the result of any act,
omission, negligence or misconduct of the Company or any third party or otherwise, (iii) any assertion by
any third party of any claims or demands for any loss or injury arising out of, relating to or in connection
with any Hazardous Substances on or about or allegedly on or about the Company, or (iv) any breach,
falsity or failure of any of the representations, warranties, covenants and agreements contained in this
Section. This subsection(f)shall survive any termination of this Base Lease,the Lease and the Indenture.
Section 12. Release and Indemnification.
(a) As a condition of and consideration for the execution of this Base Lease and the
execution of the Second Supplement, the Company, on behalf of itself and all related entities and
affiliates, does hereby release any and all claims whether past, present or future against the City and the
officers, directors, employees, agents, consultants and representatives thereof in any way related to the
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issuance of the Series 2012A Bonds and the execution of this Base Lease. No director or officer of the
City shall at any time or under any circumstances be individually or personally liable under this Base Lease
for anything done or omitted to be done by the City hereunder. The City shall not be liable in connection
with the performance of its duties hereunder.
(b) The Company shall at all times protect, indemnify and hold the City and its
respective officers, employees, attorneys and agents, harmless against any and all liability,
losses, damages, costs, expenses, taxes, causes of action, suits, claims, demands and judgments of
any nature arising from or in connection with the Project or the financing of the Project, including,
without limitation, all claims or liability resulting from, arising out of or in connection with the
performance of duties under the documents related to the issuance of the Series 2012A Bonds or any
loss or damage to property or any injury to or death of any Person that may be occasioned by any
cause whatsoever pertaining to the Project or the use thereof, including without limitation any
lease thereof or assignment of any interest in this Base Lease, such indemnification to include
the reasonable costs and expenses of defending itself or investigating any claim of liability and
other reasonable expenses and attorneys' fees incurred by the City and its respective officers,
employees, attorneys and agents, in connection therewith. The obligations of the Company under
this section shall survive the termination of this Base Lease.
Section 13. Eminent Domain. In the event the whole or any part of the Project is taken by
eminent domain proceedings, the interest of the Company shall be recognized. The proceeds of said
condemnation shall be applied as provided in the Lease.
Section 14. Option and Obligation to Purchase the Project. This Base Lease is subject to
the Lease. Without limiting the generality of the forgoing,this Lease is subject to the option and obligation
to purchase the Project pursuant to Article XII of the Lease.
Section 15. Partial Invalidity. If any one or more of the terns, provisions, covenants or
conditions of this Base Lease shall to any extent be declared invalid,unenforceable,void or voidable for any
reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes
final,none of the remaining terms, provisions,covenants and conditions of this Base Lease shall be affected
thereby, and each provision of this Base Lease shall be valid and enforceable to the fullest extent permitted
by law.
Section 16. Notices. All written notices to be given under this Base Lease shall be given by
mail to the party entitled thereto as set forth in the Indenture.
Section 17. Section Headings. All section headings contained herein are for convenience of
reference only and are not intended to define or limit the scope of any provision of this Base Lease.
Section 18. Amendments, Changes and Modifications. This Base Lease may be amended
by the City and the Company with the prior written consent of the owners of 100% of the Series 2012A
Bonds then outstanding under the terms of the Indenture.
Section 19. Applicable Law. This Base Lease shall be governed by and construed in
accordance with the laws of the State of Missouri.
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Section 20. Execution. This Base Lease may be executed in any number of counterparts,each
of which shall be deemed to be an original but all together shall constitute but one and the same Base Lease.
It is also agreed that separate counterparts of this Base Lease may be executed by the Company and the City
all with the same force and effect as though the same counterpart had been executed by both the Company
and the City.
Section 21. Successors. This Base Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
Section 22. Complete Agreement. This written agreement is a final expression of the
agreement between the parties hereto and such agreement may not be contradicted by evidence of any prior
oral agreement or of a contemporaneous oral agreement between the parties hereto. No unwritten oral
agreement between the patties exists.
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IN WITNESS WHEREOF,the City and the Company have caused this Base Lease to be executed
by their respective officers thereunto duly authorized,all as of the day and year first above written.
CITY OF RIVERSIDE,MISSOURI
By:
($}aAL) Printed Name: Kathleen Rose
Title: Mayor
A°PTES'�;
' cti �51rT`„
Printed Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
SS.
COUNTY OF PLATTE )
On this day of Lkr11Z , 2017, before me, the undersigned, a Notary Public, appeared
Kathleen Rose,to me personally known,who, being by me duly swom, did say that she is the Mayor of the
CITY OF RIVERSIDE, MISSOURI, a body politic and corporate duly authorized, incorporated and
existing under and by virtue of the laws of the State of 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 said officer acknowledged said instrument to be executed
for the purposes therein stated and as the free act and deed of said City.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and
year last above written.
(NOTARY SEAL)
SigneCL-5
ARAH WAGNER
Notary Public, Notary Seal
State of Missouri
Commies on N 11277184
M Commis Ion Ex Ires t t-19-2018
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PREMIUM WATERS,INC.,as Company
By:
Printed Name:
Title:
ACKNOWLEDGMENT
STATE OF )
SS.
COUNTY OF )
On this day of 2017, before me, the undersigned, a Notary Public, appeared
who being before me duly sworn did say that(s)he is a duly authorized officer of
PREMIUM WATERS, INC. a Minnesota corporation authorized to do business in the State of Missouri,
empowered to act on its behalf, and that said instrument was signed on behalf of said corporation by
authority of its Board of Directors, and said official acknowledged said instrument to be executed for the
purposes therein stated and as the flee act and deed of said corporation.
IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal,the day and
year last above written.
(NOTARY SEAL)
Signed:
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SCHEDULEI
The legal description of the Real Property is as follows:
Lot 1,ARGO INNOVATION PARK 3RD PLAT,a subdivision in the City of Riverside,
Platte County,Missouri.
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