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HomeMy WebLinkAbout1698 Industrial Development Project for Link Real Estate Issuance of Additional $1,500,000 Industrial Revenue Bonds BILL NO. 2019-061 ORDINANCE NO. AN ORDINANCE APPROVING AN AMENDED AND RESTATED PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT FOR LINK REAL ESTATE LLC,APPROVING THE ISSUANCE OF AN ADDITIONAL $1,500,000 OF INDUSTRIAL REVENUE BONDS FOR THE PROJECT, AND APPROVING THE AMENDMENT OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH. WHEREAS, the City of Riverside, Missouri (the "City") is a fourth-class city and political subdivision of the State of Missouri, duly created, organized and existing under and by virtue of the Constitution and laws of the State of Missouri; and WHEREAS, the City is authorized under the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve certain projects (as defined in the Act) for the purposes set forth in the Act 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, pursuant to the Act, the Board of Aldermen passed Ordinance No. 1635 on December 4, 2018, authorizing the City to issue its Taxable Industrial Revenue Bonds (Link Real Estate LLC Project), Series 2019, in the maximum principal amount of$11,850,000 (the"Bonds"), for the purpose of purchasing, designing, constructing and installing an approximately 200,000- 250,000 square foot manufacturing facility and associated site work, utility and infrastructure improvements, including, but not limited to, water, sewer, electrical and environmental improvements, swales and detention ponds and access improvements (the "Project"); and WHEREAS, the City leased the Project to Link Real Estate LLC, a Missouri limited liability company (the "Company") pursuant to a Lease Agreement dated as of February 1, 2019 (the "Lease") between the City and the Company; and WHEREAS, the completion of the Project has been delayed, causing cost overruns that have caused the estimated cost of completing the Project to exceed the existing capacity of the Bonds, and WHEREAS, in order to allow the Company to continuelto use the sales tax exemption certificate granted by the City in connection with the Project, the Company and the City desire to extend the maturity of the Bonds by one year to December 1, 2020 and to extend the term of the Lease by one year to December 1, 2020; and, WHEREAS, the Company and the City desire to.authorize additional bond capacity in the amount of$1,500,000 for a total maximum principal amount not to exceed $13,350,000; and WHEREAS, the City, in accordance with Section 100.050 of the Act, has prepared an Amended and Restated Plan for an Industrial Development Project for Link Real Estate LLC (the "Amended Plan"); and WHEREAS, notice of the Amended Plan was provided to the taxing jurisdictions by mail, in accordance with Section 100.059.1 of the Act and the City now desires to approve the Amended Plan and the amendment of certain documents in connection therewith; and Page 11 WHEREAS, the City has and does hereby find and determine that it is desirable for the economic development of the City and within the public purposes of the Act that the City approve the Amended Plan and the amendment of certain documents in connection therewith; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF TE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. PROMOTION OF ECONOMIC DEVELOPMENT. The Board of Aldermen hereby finds and determines that the Project under the Amended Plan will promote the economic welfare and the development of the City and will be in furtherance of the public purposes set forth in the Act. The Project constitutes a "commercial" facility for purposes of the Act. SECTION 2. APPROVAL OF AMENDED PLAN. The Board of Aldermen hereby approves the Amended Plan attached hereto as Exhibit A in accordance with Section 100.050 of the Act. SECTION 3. APPROVAL AND AUTHORIZATION OF DOCUMENTS. In order to carry out the purposes of the Amended Plan and this Ordinance, the Omnibus Amendment of Documents (the "Amendment") is hereby approved in substantially the form presented to the Board of Alderman at this meeting (copies of which document shall be filed in the records of the City), and the City is hereby authorized to execute and deliver the Amendment with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval thereof. SECTION 4. APPROVAL OF ADDITIONAL BOND CAPACITY. The City hereby authorizes the reissuance of the Bonds with an increase in maximum aggregate principal amount not to exceed an additional $1,500,000, for a total maximum aggregate principal amount not to exceed $13,350,000. SECTIONS. EXECUTION OF DOCUMENTS. The Mayor of the City is hereby authorized and directed to execute a replacement Bond and to deliver such replacement Bond to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor of the City is hereby authorized and directed to execute the Amendment 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 of the City is hereby authorized and directed to attest to and affix the seal of the City to the Bonds and the Amendment 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 6. FURTHER AUTHORITY. The Mayor, City Clerk and other officials, agents and employees of the City as required are hereby authorized and directed to take such further action and execute such documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. SECTION 7. EFFECTIVE DATE. This Ordinance shall take effect and be in full force from and after its passage and approval. -2- 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 17th day of December, 2019. _ kms' , �- _'• I 9 Kathleen L. Rose, Wayor Rdbjn''KiRcaid,,P'lty`Clerk -3- EXHIBIT A AMENDED PLAN -4- OMNIBUS AMENDMENT OF DOCUMENTS Dated as of December ,2019 Among CITY OF RIVERSIDE,MISSOURI, the City LINK REAL ESTATE LLC, and SECURITY BANK OF KANSAS CITY, as Trustee Relating to: City of Riverside,Missouri Taxable Industrial Revenue Bonds (Link Real Estate LLC Project) Series 2019 OMNIBUS AMENDMENT OF DOCUMENTS THIS OMNIBUS AMENDMENT OF DOCUMENTS dated as of December P,_2019 (the "Amendment"), among the CITY OF RIVERSIDE, MISSOURI, a fourth-class city and municipal corporation duly organized and existing under the laws of the State of Missouri (the "City"),LINK REAL ESTATE LLC,a Missouri limited liability company(the"Company"),and SECURITY BANK OF KANSAS CITY, a banking corporation duly organized and existing and authorized to accept and execute trusts of the character herein set out under the laws of the State of Kansas, and having its principal corporate trust office located in the City of Kansas City, Kansas, as Trustee(the"Trustee"); RECITALS 1. The City is authorized and empowered pursuant to the provisions of Article VI, Section 27(b)of the Missouri Constitution and Sections 100.010 through 100.200,inclusive,of the Revised Statutes of Missouri, as amended(collectively,the"Act"), to purchase, construct, extend and improve certain"projects"(as defined in the Act)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 businesses for manufacturing, commercial,research and development, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable. 2. Pursuant to the Act, the Board of Aldermen passed Ordinance No. 1635 (the "Ordinance") on December 4, 2018, authorizing the City to issue its Taxable Industrial Revenue Bonds (Link Real Estate LLC Project), Series 2019, in the maximum principal amount of $11,850,000 (the "Bonds"), for the purpose of purchasing, designing, constructing and installing of an approximately 200,000-250,000 square foot manufacturing facility and associated site work, utility and infrastructure improvements, including, but not limited to, water, sewer, electrical and environmental improvements, swales and detention ponds and access improvements in the City (the"Project"). 3. The City leased the Project to the Company pursuant to the Lease Agreement dated as of February 1,2019(the"Lease")between the City and the Company. 4. The Company is the sole bondowner with respect to the Bonds(the"Bondowner"). 5. The completion of the Project has been delayed,causing the need for an extension to allow the Company to continue to use the sales tax exemption certificate granted by the City in connection with the Project. 6. Cost overruns have caused the estimated cost of competing the Project to exceed the existing capacity of the Bonds. 7. The Company, the City, the Trustee and the Bondowner desire to extend the maturity of the Bond to December 1, 2020 and to extend the term of the Lease to December 1, 2020. 8. The Company, the City, the Trustee and the Bondowner desire to authorize additional bond capacity in the amount of$1,500,000 for a total maximum principal amount of Bonds not to exceed$13,350,000. NOW, THEREFORE, for good and valuable consideration the Company, the City, the Trustee and the Bondowner agree as follows: Section 1.1. Definitions of Words and Terms. For all purposes of this Amendment, except as otherwise provided or unless the context otherwise requires,words and terms used in this Amendment have the same meanings as set forth in Section 101 of the Trust Indenture dated as of February 1,2019 relating to the Bonds(the"Indenture"). Section 1.2. Authority for Amendments. This Amendment is authorized and permitted in accordance with Section 1102 and Section 1202 of the Indenture, and Section 14.1 of the Lease. This Amendment constitutes a Supplemental Indenture, a Supplemental Lease and an amendment to the Lease, as described under such sections. Section 1.3. Amendment of Lease. The definition of"Lease Termination Date" in Section 1.1 of the Lease is deleted and the following inserted in lieu thereof: "Lease Termination Date"means December 1, 2020. Section 1.4. Amendment of and Supplement to Indenture. Exhibit A of the Indenture is hereby deleted, and Exhibit A attached to this Amendment is inserted in lieu thereof, and as soon as possible after the date of this Amendment, a new Bond in substantially the form attached hereto shall be issued for no additional consideration. Such new Bond shall be issued only upon the surrender and cancellation of the original Bond held by the Company as Bondowner. The Company, as sole Bondowner of the Bond, hereby consents to the terms of this Amendment, surrenders the Bond to the Trustee for cancellation and directs the Trustee to execute this Amendment. The reference to"December 1,2019"in the definition of"Maturity Date"in Section 101 of the Indenture is hereby deleted and replaced with"December 1, 2020." The provisions of Section 1104 and Section 1203 of the Indenture are hereby waived with respect to this Amendment. Section 1.5. Amendment of Aggregate Maximum Principal Amount. The applicable provisions of the Indenture, the Lease, and the Bond Purchase Agreement dated as of February 1, 2019, relating to the Bonds, are hereby amended to authorize a total Cumulative Outstanding Principal Amount of Bonds not to exceed$13,350,000. The Company,as Bondowner, hereby restates and confirms the representations made by it in the Representation Letter dated as of February 19,2019 with respect to the Bonds as of the date of this Amendment and with respect to the reissued Bond in the amount of not to exceed$13,350,000. [remainder ofpage intentionally left blank] -2- IN WITNESS WHEREOF,the Company,the City,the Trustee and the Bondowner have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written. LINK REAL ESTATE LLC, a Missouri limited liability company, as Company By: Vc"_.'0 Name.-'Timothy J.Link Title: Manager LINK REAL ESTATE LLC, a Missouri limited liability company, as Bondowner By: '�n�•—� Name: Timothy J. Link Title: Manager Omnibus Amendment of Documents S-1 THE CITY OF RIVERSIDE,MISSOURI By: Mayor ATTEST, City Clerk 5 - Omnibus Amendment of Documents S-2 SECURITY BANK OF KANSAS CITY, as Trustee By: Name: Title: Omnibus Amendment of Documents S-3 ACKNOWLEDGMENT AND CONSENT The undersigned, as"Lender"under the above described Indenture and Lease,hereby consents to the execution and delivery of the foregoing Omnibus Amendment of Documents. MORRILL & JANES BANK AND TRUSS' COMPANY n/k/a BANK OF BLUE VALLEY By: Name: Title: �� res�y�{- S-4 EXHIBIT A (FORM OF SERIES 2019 BOND) THIS BOND OR ANY PORTION HEREOF MAY BE TRANSFERRED,ASSIGNED OR NEGOTIATED ONLYAS PROVIDED IN THE HEREIN DESCRIBED INDENTURE. UNITED STATES OF AMERICA STATE OF MISSOURI CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (LINK REAL ESTATE LLC PROJECT) SERIES 2019 THE CITY OF RIVERSIDE,MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri (the "Issuer"), for value received, promises to pay, but solely from the source hereinafter referred to,to LINK REAL ESTATE LLC or registered assigns, on December 1,2020,the maximum principal amount of THIRTEEN MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS or such lesser amount as may be outstanding hereunder as reflected in the bond registration books maintained by the Trustee. Unless the Bond is held by the Trustee,the registered owner shall note the principal amount outstanding hereunder in the Table of Cumulative Outstanding Principal Amount attached hereto,provided, however,that the registration books maintained by the Trustee shall be the official record of the Cumulative Outstanding Principal Amount of this Bond, in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts,and in like manner to pay to the registered owner hereof,either by check or draft mailed to the registered owner at a stated address as it appears on the bond registration books of the Issuer kept by the Trustee under the within mentioned Indenture or,in certain situations authorized in the Indenture,by internal bank transfer or by wire transfer to an account in a commercial bank or savings institution located in the continental United States,interest on the Cumulative Outstanding Principal Amount (as hereinafter defined) at the rate of 2.00% per annum payable in arrears on the maturity date or upon earlier redemption,and,unless paid in full,continuing thereafter until the said Cumulative Outstanding Principal Amount is paid in full; provided, however, in no event shall the interest rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of Missouri. Interest shall be computed on the basis of a year of 360 days consisting of 12 months of 30 days each. Principal on this Bond shall be payable on the maturity date set forth above, unless such principal shall have been paid as a result of a redemption of the Bonds prior to such maturity date. As used herein,the term"Cumulative Outstanding Principal Amount"means an amount equal to the aggregate of all amounts paid into the Project Fund in accordance with the terms of the hereinafter defined Indenture,as reflected in the bond registration books maintained by the Trustee. A-1 The Trustee shall keep and maintain a record of the amounts deposited into the Project Fund pursuant to the terms of the Indenture as"Principal Amount Deposited into Project Fund"and shall enter the aggregate principal amount of this Bond then outstanding on its records as the "Cumulative Outstanding Principal Amount" on its records maintained for this Bond. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the registered owner hereof, pursuant to the optional redemption provisions of the Indenture, the Trustee shall enter on its records the principal amount paid on the Bond as "Principal Amount Paid Pursuant to Optional Redemption Provisions," and shall enter the then outstanding principal amount of this Bond as "Cumulative Outstanding Principal Amount" on its records. Unless the Bond is held by the Trustee, the registered owner may from time to time enter the respective amounts deposited into the Project Fund pursuant to the terms of the Indenture under the column headed "Principal Amount Deposited Into Project Fund" on the attached Table of Cumulative Outstanding Principal Amount (the"Table")and may enter the aggregate principal amount of this Bond then outstanding under the column headed "Cumulative Outstanding Principal Amount" on the attached Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the registered owner hereof pursuant to the optional redemption provisions of the Indenture, unless the Bond is held by the Trustee, the registered owner may enter the principal amount paid on this Bond under the column headed "Principal Amount Paid Pursuant to Optional Redemption Provisions" on the Table and may enter the then outstanding principal amount of this Bond under the column headed "Cumulative Outstanding Principal Amount" on the Table. However, the records maintained by the Trustee as to amounts deposited into the Project Fund or principal amounts paid on this Bond shall be the official records of the Cumulative Outstanding Principal Amount for all purposes. THIS BOND is a duly authorized Bond of the Issuer designated"City of Riverside,Missouri Taxable Industrial Revenue Bonds(Link Real Estate LLC Project), Series 2019,"in the maximum aggregate principal amount of$13,350,000 (the "Bonds"), to be issued for the purpose of providing funds to pay the cost of purchasing, designing, constructing and installing of an approximately 200,000-250,000 square foot manufacturing facility and associated site work,utility and infrastructure improvements, including,but not limited to,water,sewer,electrical and environmental improvements,swales and detention ponds and access improvements (the "Project"), to be leased to Link Real Estate LLC, a Missouri limited liability company (the"Company"),under the terms of a Lease Agreement dated as of February 1,2019(said Lease Agreement, as amended and supplemented from time to time in accordance with the provisions thereof,being herein called the"Lease"),between the Issuer and the Company,all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations and Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200,inclusive,of the Revised Statutes of Missouri,as amended,and pursuant to proceedings duly had by the governing body of the Issuer. THIS BOND is issued under and is equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of February 1, 2019 (said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof,being herein called the"Indenture"),between the Issuer and Security Bank of Kansas City, as trustee (the "Trustee"). Subject to the terms and conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as defined therein) secured by the Indenture on a parity with the Bonds. Reference is hereby made to the Indenture for a description of the provisions,among others,with respect to the nature and extent of the security for the Bonds,the rights,duties and obligations of the Issuer,the Trustee and the owners of the Bonds, and the terms upon which the Bonds are issued and secured. A-2 THIS BOND shall be subject to redemption and payment as provided in the Indenture: In the event the Bonds are to be called for redemption as provided in paragraphs(a)or(b)above,the Company shall deliver written notice to the Issuer and the Trustee that it has elected to redeem all or a portion of the Bonds in accordance with paragraph(a)or(b)above at least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner of this Bond at least five days prior to the scheduled redemption date by first class mail stating the date upon which the Bonds will be redeemed and paid. THIS BOND is a special obligation of the Issuer payable solely out of the rents,revenues and receipts derived by the Issuer from the Project and not from any other fund or source of the Issuer,and are secured by a pledge and assignment of the Project and of such rents,revenues and receipts,including all rentals and other amounts to be received by the Issuer under and pursuant to the Lease, all as provided in the Indenture. The Bonds do not constitute general obligations of the Issuer or the State of Missouri, and neither the Issuer nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in any manner by taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Company directly to the Trustee for the account of the Issuer and deposited in a special account created by the Issuer and designated the"City of Riverside, Missouri,Taxable Industrial Revenue Bond Fund—Link Real Estate LLC Project, Series 2019." THE OWNER of this Bond shall have no right to enforce the provision of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions,in the manner and with the effect set forth in the Indenture,the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof,together with interest accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the extent and in the circumstances permitted by the Indenture. SUBJECT TO the requirements for transfer set forth above in the legend contained on the face of this Bond,this Bond is transferable, as provided in the Indenture, only upon the books of the Issuer kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by such person's duly authorized attorney,upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such person's duly authorized attorney, and thereupon a new fully registered Bond or Bonds, without coupons, and in the same aggregate principal amounts,shall be issued to the transferee in exchange therefor as provided in the Indenture,and upon payment of the charges therein prescribed. The Issuer, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of,or on account of,the principal or redemption price hereof and interest due hereon and for all other purposes. THE BONDS are issuable in the form of one fully registered Bond without coupons in the denomination of$0.01 or any multiple thereof up to the maximum principal denomination of$13,350,000. THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. A-3 IT IS HEREBY CERTIFIED AND DECLARED that all acts,conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist,have happened and have been performed in due time,form and manner as required by the Constitution and laws of the State of Missouri. IN WITNESS WHEREOF, the City of Riverside, Missouri, has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon,and has caused this Bond to be dated as of the date set forth above. CITY OF RIVERSIDE,MISSOURI By 4&vol'e' Mayor (SEAL) ATTEST: r By rLL'�-v - City Clerk A-4 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (LINK REAL ESTATE LLC PROJECT) SERIES 2019 Bond No. 1 Cumulative Outstanding Notation Principal Amount Principal Amount Principal Made Date Advanced Redeemed Amount By A-5 THIS BOND OR ANYPORTION HEREOF MAYBE TRANSFERRED,ASSIGNED OR NEGOTIATED ONLYAS PROVIDED IN THE HEREINDESCRIBED INDENTURE. UNITED STATES OF AMERICA STATE OF MISSOURI CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (LINK REAL ESTATE LLC PROJECT) SERIES 2019 THE CITY OF RIVERSIDE,MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri (the "Issuer"), for value received, promises to pay, but solely from the source hereinafter referred to,to LINK REAL ESTATE LLC or registered assigns,on December 1,2020,the maximum principal amount of THIRTEEN MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS or such lesser amount as may be outstanding hereunder as reflected in the bond registration books maintained by the Trustee. Unless the Bond is held by the Trustee,the registered owner shall note the principal amount outstanding hereunder in the Table of Cumulative Outstanding Principal Amount attached hereto,provided, however,that the registration books maintained by the Trustee shall be the official record of the Cumulative Outstanding Principal Amount of this Bond, in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and in like manner to pay to the registered owner hereof,either by check or draft mailed to the registered owner at a stated address as it appears on the bond registration books of the Issuer kept by the Trustee under the within mentioned Indenture or,in certain situations authorized in the Indenture,by internal bank transfer or by wire transfer to an account in a commercial bank or savings institution located in the continental United States,interest on the Cumulative Outstanding Principal Amount(as hereinafter defined) at the rate of 2.00%per annum payable in arrears on the maturity date or upon earlier redemption,and,unless paid in full,continuing thereafter until the said Cumulative Outstanding Principal Amount is paid in full; provided, however, in no event shall the interest rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of Missouri. Interest shall be computed on the basis of a year of 360 days consisting of 12 months of 30 days each. Principal on this Bond shall be payable on the maturity date set forth above, unless such principal shall have been paid as a result of a redemption of the Bonds prior to such maturity date. As used herein,the term"Cumulative Outstanding Principal Amount"means an amount equal to the aggregate of all amounts paid into the Project Fund in accordance with the terms of the hereinafter defined Indenture,as reflected in the bond registration books maintained by the Trustee. The Trustee shall keep and maintain a record of the amounts deposited into the Project Fund pursuant to the terms of the Indenture as"Principal Amount Deposited into Project Fund"and shall enter the aggregate principal amount of this Bond then outstanding on its records as the "Cumulative Outstanding Principal -1- Amount" on its records maintained for this Bond. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the registered owner hereof, pursuant to the optional redemption provisions of the Indenture, the Trustee shall enter on its records the principal amount paid on the Bond as "Principal Amount Paid Pursuant to Optional Redemption Provisions," and shall enter the then outstanding principal amount of this Bond as "Cumulative Outstanding Principal Amount" on its records. Unless the Bond is held by the Trustee, the registered owner may from time to time enter the respective amounts deposited into the Project Fund pursuant to the terms of the Indenture under the column headed "Principal Amount Deposited Into Project Fund" on the attached Table of Cumulative Outstanding Principal Amount (the"Table")and may enter the aggregate principal amount of this Bond then outstanding under the column headed "Cumulative Outstanding Principal Amount" on the attached Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the registered owner hereof pursuant to the optional redemption provisions of the Indenture, unless the Bond is held by the Trustee, the registered owner may enter the principal amount paid on this Bond under the column headed"Principal Amount Paid Pursuant to Optional Redemption Provisions" on the Table and may enter the then outstanding principal amount of this Bond under the column headed "Cumulative Outstanding Principal Amount" on the Table. However, the records maintained by the Trustee as to amounts deposited into the Project Fund or principal amounts paid on this Bond shall be the official records of the Cumulative Outstanding Principal Amount for all purposes. THIS BOND is a duly authorized Bond of the Issuer designated"City of Riverside,Missouri Taxable Industrial Revenue Bonds(Link Real Estate LLC Project), Series 2019,"in the maximum aggregate principal amount of$13,350,000 (the "Bonds"), to be issued for the purpose of providing funds to pay the cost of purchasing, designing, constructing and installing of an approximately 200,000-250,000 square foot manufacturing facility and associated site work,utility and infrastructure improvements, including,but not limited to,water,sewer,electrical and environmental improvements,swales and detention ponds and access improvements (the "Project"), to be leased to Link Real Estate LLC, a Missouri limited liability company (the"Company"),under the terms of a Lease Agreement dated as of February 1,2019(said Lease Agreement, as amended and supplemented from time to time in accordance with the provisions thereof,being herein called the"Lease"),between the Issuer and the Company,all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations and Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200,inclusive,of the Revised Statutes of Missouri,as amended,and pursuant to proceedings duly had by the governing body of the Issuer. THIS BOND is issued under and is equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of February 1, 2019 (said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof,being herein called the"Indenture"),between the Issuer and Security Bank of Kansas City, as trustee (the "Trustee"). Subject to the terms and conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as defined therein) secured by the Indenture on a parity with the Bonds. Reference is hereby made to the Indenture for a description of the provisions,among others,with respect to the nature and extent of the security for the Bonds,the rights,duties and obligations of the Issuer,the Trustee and the owners of the Bonds, and the terms upon which the Bonds are issued and secured. THIS BOND shall be subject to redemption and payment as provided in the Indenture: In the event the Bonds are to be called for redemption as provided in paragraphs(a)or(b)above,the Company shall deliver written notice to the Issuer and the Trustee that it has elected to redeem all or a portion of the Bonds in accordance with paragraph(a)or(b)above at least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner of this Bond at least five days prior to the -2- scheduled redemption date by first class mail stating the date upon which the Bonds will be redeemed and paid. THIS BOND is a special obligation of the Issuer payable solely out of the rents,revenues and receipts derived by the Issuer from the Project and not from any other fund or source of the Issuer,and are secured by a pledge and assignment of the Project and of such rents,revenues and receipts,including all rentals and other amounts to be received by the Issuer under and pursuant to the Lease, all as provided in the Indenture. The Bonds do not constitute general obligations of the Issuer or the State of Missouri, and neither the Issuer nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in any manner by taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Company directly to the Trustee for the account of the Issuer and deposited in a special account created by the Issuer and designated the"City of Riverside, Missouri,Taxable Industrial Revenue Bond Fund—Link Real Estate LLC Project, Series 2019." THE OWNER of this Bond shall have no right to enforce the provision of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture,the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the extent and in the circumstances permitted by the Indenture. SUBJECT TO the requirements for transfer set forth above in the legend contained on the face of this Bond,this Bond is transferable, as provided in the Indenture, only upon the books of the Issuer kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by such person's duly authorized attorney,upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such person's duly authorized attorney, and thereupon a new fully registered Bond or Bonds, without coupons, and in the same aggregate principal amounts,shall be issued to the transferee in exchange therefor as provided in the Indenture,and upon payment of the charges therein prescribed. The Issuer, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of,or on account of,the principal or redemption price hereof and interest due hereon and for all other purposes. THE BONDS are issuable in the form of one fully registered Bond without coupons in the denomination of$0.01 or any multiple thereof up to the maximum principal denomination of$13,350,000. THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. IT IS HEREBY CERTIFIED AND DECLARED that all acts,conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist,have happened and have been performed in due time,form and manner as required by the Constitution and laws of the State of Missouri. -3- IN WITNESS WHEREOF, the City of Riverside,Missouri, has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon, and has caused this Bond to be dated as of the date set forth above. CITY OF RIVERSIDE,MISSOURI By 6wk4j - -P, Mayor ATTEST ,U4 By- S r�.1 City Clerk -4- TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (LINK REAL ESTATE LLC PROJECT) SERIES 2019 Bond No. 1 Cumulative Outstanding Notation Principal Amount Principal Amount Principal Made Date Advanced Redeemed Amount By -5- CERTIFICATE OF AUTHENTICATION This Bond is the Taxable Industrial Revenue Bond (Link Real Estate LLC Project), Series 2019, described in the Trust Indenture. The effective date of registration of this Bond is set forth below. SECURITY BANK OF KANSAS CITY, as Trustee By Date Name: Title: -6- --------------------------------------------------------------------------------------------------------------------- Document submitted for electronic recording by Gilmore&Bell,P.C. TITLE OF DOCUMENT: MEMORANDUM OF LEASE AMENDMENT DATE OF DOCUMENT: December , 2019 GRANTOR: CITY OF RIVERSIDE,MISSOURI GRANTOR'S MAILING ADDRESS: 2950 N.W.Vivion Road Riverside,Missouri 64150 Attn: City Administrator GRANTEE: LINK REAL ESTATE LLC GRANTEE'S MAILING ADDRESS: 1501 Taney Street - North Kansas City,Missouri 64116 Attn: Timothy Link RETURN DOCUMENTS TO: David Martin 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. MEMORANDUM OF LEASE AMENDMENT THIS MEMORANDUM OF LEASE AMENDMENT is dated as of December_,2019,by and between the CITY OF RIVERSIDE, MISSOURI, a fourth-class city and municipal corporation duly organized and existing under the laws of the State of Missouri, as lessor (the "City"), and LINK REAL ESTATE LLC,a limited liability company organized and existing under the laws of the State of Missouri, as lessee(the"Company"). WITNESSETH: The Company and City entered into a Lease Agreement dated as of February 1,2019(the"Original Lease"),as evidenced by the Memorandum of Lease Agreement dated February 1,2019,recorded February 19,2019,as Document No. 2019001597. The parties now desire to give notice that the parties have,pursuant to an Omnibus Amendment of Documents dated as of the date hereof, amended the Original Lease to, among other things, extend the Lease Term to December 1,2020. [Balance of page intentionally left blank] 1 IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease Amendment, as of the day and year first above written. CITY OF RIVERSIDE,MISSOURI B Nrayor AT'T.EST- City Clerk ACKNOWLEDGMENT STATE OF MISSOURI ) ) S.S. COUNTY OF PLATTE ) On this 1 )-4 day of December,2019,before me,the undersigned,a Notary Public in and for said State,personally appeared KATHLEEN L.ROSE,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 seal of said city, and that said instrument was signed and sealed on behalf of said city by authority of its officers, 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 WITNESSETH WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. `�pRY P4", ROBIN L.ICINCAID _� N . Gam: My Commission Expires _*. NOTPRI':.i-- March 8,2023 Notary Public- State of Missouri ` '•SEAL.. Clinton County Commissioned in ' OFA'' Commission#'15390631 [SEAL] My Commission expires: Ma 91 �( �J Memorandum of Lease Amendment 2 LINK REAL ESTATE LLC, a Missouri limited liability company, By. �--� Name: Timothy J.tink Title: Manager ACKNOWLEDGMENT STATE OF "/I, ) ) S.S. COUNTY OF On this day of December,2019,before me,the undersigned, a Notary Public in and for said State, personally appeared TIMOTHY J. LINK,to me personally known, who, being by me duly sworn, did say that he is the Manager of Link Real Estate LLC,a Missouri limited liability company,and that said instrument was signed and sealed by authority of the laws of the United States of America, and they acknowledged said instrument to be executed for the purposes therein stated and as their free acts and deeds. IN WITNESSETH WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. NOTARY PUBLIC-State of Kansas REBECCA J WAGN R Nota Public- ate of My Appt.Exp, f 17�2 �' 12�;G�S Commissioned in 1T' [SEAL] J My Commission expires: lI/lzl I Memorandum of Lease Amendment 3 EXHIBIT A DESCRIPTION OF THE PROJECT Altof-Abe,Northwest Quarter of the Ncirtheast;Quade.r.of Section Rart�e 7,Tc��rax�itip 50, 31, in the City.vf Rave siiste,PEatte Qatk6Ey,14 oud being deseti ,as fotlu,,m Beginning zrz the Northwest corner of the t artt east. is attar of said,Secticrrti tepee South 87 degrees 23 minutes 44 seconds East,Mang the Nodh tittt of said Pladheast-Quarter,1302.061eet,t6he Northeast coater of said Northwest Quarter; theme Soiatta 0 deg +ees 24 rninutes 12 sec'nds Wiest,Wong the East litre of said NoM"west Ouarter, .1315'.991 feetto.the;-t64theast:comeir,atsaid North,4est Quarter:thence forth 89.deg re"24 minutes 18 seconds.Vi est;along'-the'.t , So�ttEt fine,air s;tid:htoitt vrest.Quartef,1302.27 feet to the Southwest com; r of said Natthwsst 4uan*r,thence North.Ei degre0s:20.minutes 46 seconds E=ast,along the IWest line of said. hoettte ;zt u titer;X3 .20 feet to the Point of beginning,-subject to that part,if any,in Streets, roadways, highways or.other pufilk nights-of-way. EXCEPT that part,included in RIVERSIDE HORIZONS WEST FIRST PAT,a sui bdivision in.Riverside, Ptatte'COU► . AtSSOuOi 4 AN ORDINANCE APPROVING AN AMENDED AND RESTATED PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT FOR LINK REAL ESTATE LLC,APPROVING THE ISSUANCE OF AN ADDITIONAL $1,500,000 OF INDUSTRIAL REVENUE BONDS FOR THE PROJECT, AND APPROVING THE AMENDMENT OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH. WHEREAS, the City of Riverside, Missouri (the "City") is a fourth-class city and political subdivision of the State of Missouri, duly created, organized and existing under and by virtue of the Constitution and laws of the State of Missouri; and WHEREAS, the City is authorized under the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct,. extend and improve certain projects (as defined in the Act) for the purposes set forth in the Act 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, pursuant to the Act, the Board of Aldermen passed Ordinance No. 1635 on December 4, 2018, authorizing the City to issue its Taxable Industrial Revenue Bonds (Link Real Estate LLC Project), Series 2019, in the maximum principal amount of$11,850,000 (the"Bonds"), for the purpose of purchasing, designing, constructing and installing an approximately 200,060- 250,000 square foot manufacturing facility and associated site work, utility and infrastructure improvements, including, but not limited to, water, sewer, electrical and environmental improvements, swales and detention ponds and access improvements (the "Project"); and WHEREAS, the City leased the Project to Link Real Estate LLC, a Missouri limited liability company (the "Company") pursuant to a Lease Agreement dated as of February 1, 2019 (the "Lease") between the City and the Company; and WHEREAS, the completion of the Project has been delayed, causing cost overruns that have caused the estimated cost of completing the Project to exceed the existing capacity of the Bonds, and WHEREAS, in order to allow the Company to continue to use the sales tax exemption certificate granted by the City in connection with the Project, the Company and the City desire to extend the maturity of the Bonds by one year to December 1, 2020 and to extend the term of the Lease by one year to December 1, 2020; and WHEREAS, the Company and the City desire to authorize additional bond capacity in the amount of$1,500,000 for a total maximum principal amount not to exceed $13,350,000; and WHEREAS, the City, in accordance with Section 100.050 of the Act, has prepared an Amended and Restated Plan for an Industrial Development Project for Link Real Estate LLC (the "Amended Plan"); and WHEREAS, notice of the Amended Plan was provided to the taxing jurisdictions by mail, in accordance with Section 100.059.1 of the Act and the City now desires to approve the Amended Plan and the amendment of certain documents in connection therewith; and Page 11 WHEREAS, the City has and does hereby find and determine that it is desirable for the economic development of the City and within the public purposes of the Act that the City approve the Amended Plan and the amendment of certain documents in connection therewith; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF TE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. PROMOTION OF ECONOMIC DEVELOPMENT. The Board of Aldermen hereby finds and determines that the Project under the Amended Plan will promote the economic welfare and the development of the City and will be in furtherance of the public purposes set forth in the Act. The Project constitutes a "commercial" facility for purposes of the Act. SECTION 2. APPROVAL OF AMENDED PLAN, The Board of Aldermen hereby approves the Amended Plan attached hereto as Exhibit A in accordance with Section 100.050 of the Act. SECTION 3. APPROVAL AND AUTHORIZATION OF DOCUMENTS. In order to carry out the purposes of the Amended Plan and this Ordinance, the Omnibus Amendment of Documents (the "Amendment") is hereby approved in substantially the form presented to the Board of Alderman at this meeting (copies of which document shall be filed in the records of the City), and the City is hereby authorized to execute and deliver the Amendment with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive.evidence of their approval thereof. SECTION 4. APPROVAL OF ADDITIONAL BOND CAPACITY. The City hereby authorizes the reissuance of the Bonds with an increase in maximum aggregate principal amount not to exceed an additional $1,500,000, for a total maximum aggregate principal amount not to exceed $13,350,000. SECTION 5. EXECUTION OF DOCUMENTS. The Mayor of the City is hereby authorized and directed to execute a replacement Bond and to deliver such replacement Bond to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor of the City is hereby authorized and directed to execute. the Amendment 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 of the City is hereby authorized and directed to attest to and affix the seal of the City to the Bonds and the Amendment 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 6. FURTHER AUTHORITY. The Mayor, City Clerk and other officials, agents and employees of the City as required are hereby authorized and directed to take such further action and execute such documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. SECTION 7. EFFECTIVE DATE. This Ordinance shall take effect and be in full force from and after its passage and approval. -2- 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 17th day of December, 2019. Kathleen L. Rose, Mayor 'ATT EST: .r Robin:Kincaid,-City Clerk -3- EXHIBIT A AMENDED PLAN