HomeMy WebLinkAbout1924 Approving Plan for Industrial Development Project for Portion of Soccer ComplexBILL NO. 2023-033 ORDINANCE NO. 1924
AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT
FOR A PORTION OF A SOCCER COMPLEX; AUTHORIZING THE CITY TO ISSUE ITS
TAXABLE INDUSTRIAL REVENUE BONDS IN THE AGGREGATE MAXIMUM PRINCIPAL
AMOUNT OF $9,342,000; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
WITH THE ISSUANCE OF THE BONDS.
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, Section 100.050 RSMo requires the City to prepare a plan in connection with
any industrial development project undertaken pursuant to the Act; and
WHEREAS, the City, in accordance with Section 100.050 of the Act, prepared a Plan for
an Industrial Development Project dated May 30, 2023 (the "Plan") for a project consisting of the
purchasing, designing, constructing and installing of a portion of a soccer complex including an
"Academy Building" of approximately 2,900 square feet, four soccer fields, and associated
infrastructure and amenities (the "Project"), notice of the Project was given to the taxing
jurisdictions in accordance with Section 100.059.1 of the Act and the City now desires to approve
the Plan; and
WHEREAS, the City desires to issue a series of industrial development bonds for the
Project under the Act; and
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 proceed
with the issuance of said bonds for the purpose described above; and
WHEREAS, the City further finds and determines that it is necessary and desirable in
connection with the issuance of the 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. PROMOTION OF ECONOMIC DEVELOPMENT; FINDING OF
COMMERCIAL FACILITY. The Board of Aldermen hereby finds and determine that (1) the
Project will promote the economic welfare and the development of the City, and the issuance of
the bonds by the City will be in furtherance of the public purposes set forth in the Act, and (2) the
Project constitutes a commercial facility under the Act.
SECTION 2 — APPROVAL OF PLAN. The Board of Alderman hereby approves the Plan
for an Industrial Development Project attached hereto as Exhibit A in accordance with Section
100.050 of the Act.
SECTION 3 - AUTHORIZATION OF THE BONDS. The City is hereby authorized to issue
and sell its Taxable Industrial Revenue Bonds (Soccer Complex Project — Parcel B), in an
aggregate maximum principal amount of not to exceed $9,342,000 (the "Bonds"), for the purpose
of providing tax abatement with respect to the Project. The Bonds shall be issued and secured
pursuant to the Indenture and shall have such terms, provisions, covenants and agreements as
are set forth therein.
SECTION 4 - LIMITATION ON LIABILITY. The Bonds and the interest thereon shall be
limited and special revenue obligations of the City payable solely out of certain payments, rents,
revenues and receipts derived by the City from the herein authorized Lease Agreement and not
from any other fund or source of the City. Such payments, rents, revenues and receipts shall be
pledged and assigned to the bond trustee named in the Indenture (the "Trustee") as security for
the payment of the Bonds as provided in the Indenture. The Bonds and the interest thereon shall
not constitute general obligations of the City or the State of Missouri (the "State"), and neither the
City nor the State shall be liable thereon. 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.
SECTION 5 - 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) Trust Indenture dated as of the date set forth therein (the "Indenture"),
between the City and the Trustee, pursuant to which (1) the Bonds will be issued and (2)
the City will pledge the leased property and assign certain of the payments, revenues and
receipts received pursuant to the Lease Agreement to the Trustee for the benefit and
security of the owners of the Bonds upon the terms and conditions as set forth in the
Indenture.
(b) Lease Agreement dated as of the date set forth therein (the "Lease
Agreement"), between the City and KC WFC Training, LLC, or its assignee or designee
(the "Company"), under which the City will lease the leased property to the Company,
pursuant to the terms and conditions in the Lease Agreement, in consideration of rental
payments by Company that will be sufficient to pay the principal of, premium, if any, and
interest on the Bonds (and certain other payments as described in the Lease), including a
Memorandum of Lease Agreement providing notice of the Lease Agreement.
(c) Bond Purchase Agreement dated as of the date set forth therein, among
the City, the Company and the purchaser of the Bonds.
SECTION 6. CREATION OF BOND FUND. The City is hereby authorized to establish
with the Trustee pursuant to the Indenture, a special trust fund in the name of the City and the
City shall cause all sums required by the Indenture to be deposited therein and shall create all
accounts therein required by the Indenture.
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SECTION 7 - EXECUTION OF DOCUMENTS. The Mayor is hereby authorized to
execute the Bonds and to deliver the Bonds 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 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 Bonds and 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 8 - 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 Bonds and 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 Lease Agreement.
SECTION 9 - CONFLICTS. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 10 - 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 20th day of June. 2023.
Kathleen L. Rose, Mayor
ATTEST:
Robin Kincaid, City Clerk
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EXHIBIT A
PLAN FOR INDUSTRIAL DEVELOPMENT
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CITY OF RIVERSIDE, MISSOURI,
As Lessor,
AND
KC WFC TRAINING, LLC,
As Lessee
LEASE AGREEMENT
Dated as of June 1, 2023
Relating to:
$9,342,000
(Aggregate Maximum Principal Amount)
City of Riverside, Missouri
Taxable Industrial Revenue Bonds
(Soccer Complex Project - Parcel B)
Series 2023
Certain interests of the City of Riverside, Missouri (the "Issuer"), in this Lease Agreement have been
pledged and assigned to UMB Bank, N.A., as Trustee under the Trust Indenture dated as of June 1,
2023, between the Issuer and the Trustee (the "Indenture"). Such pledge and assignment does not
include the Unassigned Rights (defined in the Indenture).
LEASE AGREEMENT
TABLE OF CONTENTS
Parties 1
Recitals 1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms 1
Section 1.2. Rules of Interpretation 3
ARTICLE II
REPRESENTATIONS
Section 2.1 Representations by the Issuer 4
Section 2.2 Representations by the Tenant 5
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate 5
Section 3.2. Lease Term 6
Section 3.3. Possession and Use of the Project 6
ARTICLE IV
PURCHASE, CONSTRUCTION, INSTALLATION AND IMPROVEMENT OF THE PROJECT
Section 4.1. Issuance of the Bonds 6
Section 4.2. Purchase, Construction, Installation and Improvement of the Project 6
Section 4.3. Project Costs 7
Section 4.4. Payment for Project Costs 7
Section 4.5. Establishment of Completion Date 8
Section 4.6. Surplus or Deficiency in Project Fund 8
Section 4.7. Project Property of the Issuer 8
Section 4.8. Machinery and Equipment Purchased by the Tenant 9
Section 4.9. Sales Tax Exemption 9
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ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent 9
Section 5.2. Additional Rent 9
Section 5.3. Obligations of Tenant Absolute and Unconditional 10
Section 5.4. Prepayment of Basic Rent 10
Section 5.5. Redemption of Bonds 11
Section 5.6. City Equity Buyout Payments 11
ARTICLE VI
MAINTENANCE, TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs 11
Section 6.2. Taxes, Assessments and Other Governmental Charges 11
Section 6.3. Utilities 12
ARTICLE VU
INSURANCE
Section 7.1. Title Commitment or Report 12
Section 7.2. Casualty Insurance 12
Section 7.3. Public Liability Insurance 13
Section 7.4. Blanket Insurance Policies 13
Section 7.5. Indemnification of Trustee 13
ARTICLE VIII
ALTERATION OF THE PROJECT
Section 8.1. Additions, Modifications and Improvements of the Project 14
Section 8.2. Removal of Equipment 14
Section 8.3. Additional Improvements on the Project Site 14
Section 8.4. Permits and Authorizations 14
Section 8.5. Mechanics' Liens 15
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction 15
Section 9.2. Condemnation 17
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the Issuer; Exculpation and
Indemnification 18
Section 10.2. Surrender of Possession 18
Section 10.3. Issuer's Right of Access to the Project 18
Section 10.4. Granting of Permitted Encumbrances; Leasehold Mortgages 19
Section 10.5. Indemnification of Issuer and Trustee 20
Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits 21
Section 10.7. Tenant to Maintain its Corporate Existence 21
Section 10.8. Security Interests 22
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE PROJECT
Section 11.1. Option to Purchase the Project 22
Section 11.2. Conveyance of the Project 23
Section 11.3. Relative Position of Option and Indenture 23
Section 11.4. Obligation to Purchase the Project 23
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default 23
Section 12.2. Remedies on Default 24
Section 12.3. Survival of Obligations 24
Section 12.4. Performance of the Tenant's Obligations by the Issuer 25
Section 12.5. Rights and Remedies Cumulative 25
Section 12.6. Waiver of Breach 25
ARTICLE XIH
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease 25
Section 13.2. Assignment of Revenues by Issuer 26
Section 13.3. Prohibition Against Fee Mortgage of Project 26
Section 13.4. Restrictions on Sale or Encumbrance of Project by Issuer 26
ARTICLE XIV
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 14.1. Amendments, Changes and Modifications 26
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices 27
Section 15.2. Issuer Shall Not Unreasonably Withhold Consents and Approvals 27
Section 15.3. Net Lease 27
Section 15.4. No Pecuniary Liability 27
Section 15.5. Governing Law 28
Section 15.6. Binding Effect 28
Section 15.7. Severability 28
Section 15.8. Execution in Counterparts 28
Section 15.9. Electronic Storage 28
Section 15.10. Satisfaction of Tenant's Obligations 28
Signatures and Seal S-1
Exhibit A - Project Site
Exhibit B - Project Improvements
Exhibit C - Form of Requisition Certificate
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(iv)
LEASE AGREEMENT
THIS LEASE AGREEMENT, dated as of June 1, 2023 (the "Lease"), between the CITY OF
RIVERSIDE, MISSOURI, a fourth-class city duly organized and validly existing under the laws of the
State of Missouri (the "Issuer"), as lessor, and KC WFC TRAINING, LLC, a Kansas limited liability
company (the "Tenant"), as lessee;
WITNESSETH:
WHEREAS, the Issuer 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 corporations for manufacturing, commercial, office industries, warehousing and
industrial development purposes upon such terms and conditions as the Issuer deem advisable;
WHEREAS, pursuant to the Act, the governing body of the Issuer has heretofore passed an ordinance
(the "Ordinance") on June 20, 2023, authorizing the Issuer to issue its Taxable Industrial Revenue Bonds
(Soccer Complex Project - Parcel B), Series 2023, in the aggregate maximum principal amount of $9,342,000
(the "Bonds"), for the purpose of acquiring, constructing, installing and improving a portion of a soccer
complex including an "Academy Building" of approximately 2,900 square feet, four soccer fields, and
associated infrastructure and amenities, as more fully described on Exhibit B hereto (the "Project"), and
authorizing the Issuer to lease the Project to the Tenant;
WHEREAS, pursuant to the Ordinance, the Issuer is authorized to enter into a Trust Indenture of
even date herewith (the "Indenture"), with UMB Bank, N.A. (the "Trustee"), for the purpose of issuing and
securing the Bonds, as therein provided, and to enter into this Lease with the Tenant under which the Issuer
will acquire, purchase, construct, and improve the Project and will lease the Project to the Tenant in
consideration of rental payments by the Tenant which will be sufficient to pay the principal of and interest on
the Bonds and to make certain other payments;
WHEREAS, pursuant to the foregoing, the Issuer desires to lease the Project to the Tenant and the
Tenant desires to lease the Project from the Issuer, for the rentals and upon the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants
and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Issuer
and the Tenant do hereby represent, covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined
elsewhere in this Lease and the words and terms defined in Section 101 of the Indenture which definitions
are hereby incorporated herein by reference, and terms defined, the following words and terms as used in this
Lease shall have the following meanings:
"Additional Rent" means the additional rental described in Sections 5.2 and 6.2 of this Lease.
"Basic Rent" means the rental described in Section 5.1 of this Lease.
"City Equity Installment" shall have the meaning given in Section 4.4 of this Lease.
"City Equity Buyout Payments" means the payments calculated to repay to the Issuer the amount
of the Total City Equity plus interest thereon as described in Section 5.6 of this Lease.
"Development Agreement" means the Development Agreement between the Issuer and the Tenant
(or an affiliate thereof) relating to the completion and funding of the Project, as the same may be amended
from time to time.
"Event of Default" means any Event of Default as described in Section 12.1 of this Lease.
"Full Insurable Value" means the actual replacement cost of the Project less physical depreciation
and exclusive of land, excavations, footings, foundations, parking lots and other parts of the Project that are
not insurable.
"Indenture" means the Trust Indenture dated as of June 1, 2023, between the Issuer and the Trustee,
as from time to time amended and supplemented in accordance with the provisions thereof.
"Lease" means this Lease Agreement, between the Issuer and the Tenant, as from time to time
amended and supplemented in accordance with the provisions of Article XIV of this Lease and Article XII
of the Indenture.
"Lease Term" means the period from the effective date of this Lease until the Lease Termination
Date unless terminated earlier as set forth herein.
"Lease Termination Date" means December 1, 2033.
"Leasehold Mortgage" means any mortgage or deed of trust (together with all related loan and
security documents and security agreements) evidencing a security interest in the Tenant's leasehold interest
in the Project, granted by the Tenant to secure a loan to the Tenant.
"Lender" means any financial institution or lender providing financing to Tenant and its successors
or assigns secured by a Leasehold Mortgage from Tenant to Lender with respect to the Project.
"Net Proceeds" means, when used with respect to any insurance or condemnation award with respect
to the Project, the gross proceeds from the insurance or condemnation award with respect to which that term
is used remaining after payment of all expenses (including attorneys' fees, trustee's fees and any extraordinary
expenses of the Issuer and the Trustee) incurred in the collection of such gross proceeds.
"Permitted Encumbrances" means, as of any particular time (a) liens for ad valorem taxes and
special assessments not then delinquent, (b) the Indenture, (c) this Lease, (d) utility, access and other
easements and rights -of -way, mineral rights, restrictions, exceptions and encumbrances that will not
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materially interfere with or impair the operations being conducted on the Project Site or easements granted to
the Issuer, (e) such minor defects, irregularities, encumbrances, easements, mechanic's liens, rights -of -way
and clouds on title as normally exist with respect to properties similar in character to the Project and as do not
in the aggregate materially impair the property affected thereby for the purpose for which it was acquired or
is held by the Issuer, (f) any Leasehold Mortgage granted in accordance with the terms of Section 10.4 of this
Lease, and (g) any other lien, encumbrance, lease, easements, restrictions or covenants consented to by the
Issuer and Owner of 100% of the principal amount of the Bonds (which shall be deemed to include any such
items as are described in a title report, commitment or policy included in the transcript of proceedings for the
Bonds).
"Plans and Specifications" means the plans and specifications prepared for and showing the Project,
as amended by the Tenant from time to time prior to the Completion Date in accordance with the terms of this
Lease, the same being duly certified by the Tenant, and on file at the principal office of the Tenant and which
shall be available for reasonable inspection by the Issuer, the Trustee and their duly appointed representatives.
"Project Improvements" means the buildings, structures, improvements and fixtures described in
Exhibit B attached hereto and by this reference made a part hereof, and all additions, alterations, modifications
and improvements thereof made pursuant to this Lease.
"Project Site" means all of the real estate described in Exhibit A attached hereto and by this
reference made a part hereof.
"Requisition Certificate" means a certificate in the form attached hereto as Exhibit C, signed by
the appropriate parties as designated in Exhibit C.
"Total City Equity" means, on any date, the total of all City Equity Installments made in accordance
with Section 4.4 of this Lease on or before such date, less the principal component of all City Equity Buyout
Payments paid by the Tenant under this Lease on or before such date.
"Trustee" means UMB Bank, N.A., a national banking association duly organized and validly
existing under the laws of the United States of America and authorized to accept and execute trusts of the
character herein set forth under the laws of the State of Missouri, and its successor or successors and any
other corporation which at the time may be substituted in its place pursuant to and at the time serving as
Trustee under the Indenture.
"Variable Rate" means an initial interest rate of 6.625% per annum to and including December 31,
2026; provided that the rate shall be reset on January 1, 2027, January 1, 2029, and January 1, 2032, to the
rate that is calculated by the Trustee as of the Business Day preceding each such reset date as being equal to
the prime rate of UMB Bank, N.A. for commercial lending plus l .50%.
Section 1.2. Rules of Interpretation.
(a) Words of the masculine gender shall be deemed and construed to include correlative words
of the feminine and neuter genders.
(b) Unless the context shall otherwise indicate, words importing the singular number shall
include the plural and vice versa, and words importing persons shall include firms, associations and
corporations, including governmental entities, as well as natural persons.
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(c) Wherever in this Lease it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the
case may be, such act or obligation.
(d) All references in this instrument to designated "Articles," "Sections" and other subdivisions
are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this instrument as
originally executed. The words "herein," "hereof," "hereunder" and other words of similar import refer to
this Lease Agreement as a whole and not to any particular Article, Section or other subdivision.
(e) The Table of Contents and the Article and Section headings of this Lease shall not be treated
as a part of this Lease or as affecting the true meaning of the provisions hereof.
(f) Whenever an item or items are listed after the word "including," such listing is not intended
to be a listing that excludes items not listed.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Issuer. The Issuer makes the following representations as
the basis for the undertakings on its part herein contained:
(a) The Issuer is a fourth-class city duly organized and validly existing under the laws of the
State of Missouri. Under the provisions of the Act, the Issuer has lawful power and authority to enter into the
transactions contemplated by this Lease and to carry out its obligations hereunder. By proper action of its
governing body, the Issuer has been duly authorized to execute and deliver this Lease, acting by and through
its duly authorized officers.
(b) The Issuer proposes to cause (through Tenant under this Lease) to be acquired, purchased,
constructed, and improved on the Project Site the Project Improvements. The Issuer proposes to lease the
Project to the Tenant and sell the Project to the Tenant as described in this Lease, all for the purpose of
furthering the public purposes of the Act, and the governing body of the Issuer has found and determined that
the acquisition, purchase, construction, and improving of the Project will further the public purposes of the
Act.
(c) To provide tax abatement for the Project, the Issuer proposes to issue the Bonds which will
be scheduled to mature as set forth in Article II of the Indenture and will be subject to redemption prior to
maturity in accordance with the provisions of Article III of the Indenture.
(d) The Bonds are to be issued under and secured by the Indenture, pursuant to which the Project
and the net earnings therefrom, including all rents, revenues and receipts to be derived by the Issuer from the
leasing or sale of the Project (except for the Unassigned Rights), will be pledged and assigned to the Trustee
as security for payment of the principal of and interest on the Bonds.
(e) The Issuer will not mortgage the Project or pledge the revenues derived therefrom for any
bonds or other obligations other than the Bonds except with the written consent of the Authorized Tenant
Representative.
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(f) The Issuer shall have no authority to operate the Project as a business or in any other manner
except as the lessor thereof during the term of this Lease.
(g) The acquisition, purchase, construction, and improvement of the Project and the leasing of
the Project by the Issuer to the Tenant will further the public purposes of the Act.
(h) No member of the governing body of the Issuer or any other officer of the Issuer has any
significant or conflicting interest, financial, employment or otherwise, in the Tenant or in the transactions
contemplated hereby.
Section 2.2. Representations by the Tenant. The Tenant makes the following representations
as the basis for the undertakings on its part herein contained:
(a) The Tenant is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Kansas and is duly authorized to do business in and is in good standing
under the laws of the State of Missouri.
(b) The Tenant has lawful power and authority to enter into this Lease and to carry out its
obligations hereunder and the Tenant has been duly authorized to execute and deliver this Lease acting by and
through its duly authorized officers and representatives.
(c) The execution and delivery of this Lease, the consummation of the transactions contemplated
hereby, and the performance of or compliance with the terms and conditions of this Lease by the Tenant will
not conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute a
material default under, any mortgage, deed of trust, lease or any other restrictions or any agreement or
instrument to which the Tenant is a party or by which it or any of its property is bound, or any order, rule or
regulation applicable to the Tenant or any of its property of any court or governmental body, or constitute a
material default under any of the foregoing, or result in the creation or imposition of any prohibited lien,
charge or encumbrance of any nature whatsoever upon any of the property or assets of the Tenant under the
terms of any instrument or agreement to which the Tenant is a party.
(d) The Project will comply in all material respects with all presently applicable building and
zoning, health, environmental and safety ordinances and laws, and to the best of its knowledge, without
independent investigation, the Project will comply with all other applicable laws, rules and regulations.
(e) The Project is located wholly within the corporate limits of the City of Riverside, Missouri.
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate. The Issuer hereby rents, leases and lets the Project
to the Tenant, subject to Permitted Encumbrances, and the Tenant hereby rents, leases and hires the Project
from the Issuer, subject to Permitted Encumbrances, for the rentals and upon and subject to the terms and
conditions herein contained.
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Section 3.2. Lease Term. This Lease shall become effective upon its delivery, and subject to
sooner termination pursuant to the provisions of this Lease, shall have an initial tern commencing as of the
date of this Lease and terminating on the Lease Termination Date, unless terminated earlier as set forth herein.
Section 3.3. Possession and Use of the Project.
(a) The Issuer covenants and agrees that as long as neither the Issuer nor the Trustee has
exercised any of the remedies set forth in Section 12.2(c) following the occurrence and continuance of an
Event of Default, the Tenant shall have sole and exclusive possession of the Project (subject to Permitted
Encumbrances and the Issuer's and the Trustee's right of access pursuant to Section 103 hereof) and shall
and may peaceably and quietly have, hold and enjoy the Project during the Lease Term. The Issuer covenants
and agrees that it will not take any action, other than expressly pursuant to Article XII of this Lease, to prevent
the Tenant from having quiet and peaceable possession and enjoyment of the Project during the Lease Term
and will, at the request and expense of the Tenant, cooperate with the Tenant in order that the Tenant may
have quiet and peaceable possession and enjoyment of the Project and will defend the Tenant's enjoyment
and possession thereof against all parties.
(b) Subject to the provisions of this Section, the Tenant shall have the right to use the Project for
any purpose allowed by law and contemplated by the Act; provided that the Tenant shall at all times after the
Completion Date operate the Project as a sports facility, primarily for soccer and other compatible sports and
events. The Tenant shall comply with all statutes, laws, ordinances, orders, judgments, decrees, regulations,
directions and requirements of all federal, state, local and other governments or governmental authorities, now
or hereafter applicable to the Project or to any adjoining public ways, as to the manner of use or the condition
of the Project or of adjoining public ways. The Tenant shall also comply with the mandatory requirements,
rules and regulations of all insurers under the policies carried under the provisions of Article VII hereof. The
Tenant shall pay all costs, expenses, claims, fines, penalties and damages that may in any manner arise out of,
or be imposed as a result of, the failure of the Tenant to comply with the provisions of this Section.
Notwithstanding any provision contained in this Section, however, the Tenant shall have the right, at its own
cost and expense, to contest or review by legal or other appropriate procedures the validity or legality of any
such governmental statute, law, ordinance, order, judgment, decree, regulation, direction or requirement, or
any such requirement, rule or regulation of an insurer, and during such contest or review the Tenant may
refrain from complying therewith.
ARTICLE IV
PURCHASE, CONSTRUCTION, INSTALLATION
AND IMPROVEMENT OF THE PROJECT
Section 4.1. Issuance of the Bonds. The Issuer agrees that it will issue, sell and cause to be
delivered to the Tenant the Bonds in accordance with the provisions of the Indenture and the Bond Purchase
Agreement.
Section 4.2. Purchase, Construction, Installation and Improvement of the Project. The
Issuer and the Tenant agree that the Tenant, as the agent of the Issuer shall purchase, construct, and improve
the Project as follows:
(a) The Tenant will, on behalf of the Issuer, acquire, purchase, construct, and improve the
Project Improvements on the Project Site and otherwise improve the Project Site in accordance with the Plans
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and Specifications. The Tenant agrees that the aforesaid acquisition, purchase, construction, and improvement
will, with such changes and additions as may be made hereunder, result in a Project suitable for use by the
Tenant for its purposes.
(b) The Tenant agrees that it will use its best efforts to cause the acquisition, purchase,
construction, and improvement of the Project to be completed as soon as practicable with all reasonable
dispatch.
(c) Notwithstanding anything to the contrary contained herein, the Tenant may make changes in
and to the Construction Contracts and the Plans and Specifications incorporated therein with the prior written
consent of the Issuer, not to be unreasonably conditioned or withheld.
(d) The Tenant shall not begin, or allow its contractors to begin, any portion of the Project for
which a payment bond has not yet been provided to the Issuer if and to the extent required by Section 107.170
of the Missouri Revised Statutes, as amended. The Tenant shall comply with the Development Agreement
and all laws of the State of Missouri relating to prevailing wage and (unless otherwise directed by the City)
public bidding, to the extent applicable to the Project.
Section 4.3. Project Costs. The term Project Costs shall have the meaning set forth in the
Indenture. The Issuer and the Tenant hereby agree to pay for the Project Costs in accordance with Section
4.4 hereof.
Section 4.4. Payment for Project Costs. The Issuer and the Tenant agree to make funds
available for the payment of Project Costs as follows:
(a) On the Closing Date established under the Bond Purchase Agreement (the "Closing Date"),
the Tenant, as purchaser of the Bonds, shall deposit with the Trustee the Closing Price established under the
Bond Purchase Agreement (the "Closing Price"). The Closing Price shall be deposited in the Project Fund
and the Trustee shall endorse the Bonds in an amount equal to the Closing Price. The Closing Price shall be
disbursed by the Trustee upon receipt of an executed Requisition Certificate setting out the costs of issuance
of the Bonds to be paid according to the agreement of the Issuer and the Tenant.
(b) On the Closing Date, the Tenant shall submit to the Trustee an executed Requisition
Certificate for all Project Costs paid by the Tenant prior to the Closing Date. Pursuant to Section 208(g) of
the Indenture, the Trustee shall endorse the Bonds in an amount equal to such Requisition Certificate. The
Tenant, as purchaser of the Bonds, shall be deemed to have deposited funds with the Trustee in an amount
equal to the amount stated in such Requisition Certificate and such amount shall be deemed to have been paid
out of the Project Fund for Project Costs.
(c) On the Closing Date, the Tenant shall deposit with the Trustee an amount equal to $1,500,000
less the amount of the Requisition Certificate described in Section 4.4(b), above, which amount shall be
deposited by the Trustee in the Escrowed Project Fund. The Tenant shall submit to the Trustee executed
Requisition Certificates for Project Costs from time to time, but no more frequently than once each calendar
month. Upon receipt of each such Requisition Certificate, until such time as the funds on deposit in the
Escrowed Project Fund are fully exhausted, the Trustee shall transfer funds from the Escrowed Project Fund
to the Project Fund to pay the Project Costs certified in each such Requisition Certificate. Pursuant to Section
208(g) of the Indenture, the Trustee shall endorse the Bonds in an amount equal to each such payment made
from the Project Fund.
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(d) When the funds on deposit in the Escrowed Project Fund have been fully exhausted, the
Trustee shall notify the Issuer and the Tenant of the same and of the amount, if any, of the most recently
submitted Requisition Certificate that remains unpaid due to the insufficiency of funds. This amount shall be
carried over to the first Requisition Certificate submitted pursuant to Section 4.4(e), below.
(e) After the funds on deposit in the Escrowed Project Fund have been fully exhausted, the
Tenant shall continue to submit to the Trustee executed Requisition Certificates for Project Costs from time
to time, but no more frequently than once each calendar month. In connection with receipt of each such
Requisition Certificate by the Trustee, and within five business days after such receipt, the Issuer shall transfer
the amount described in such Requisition Certificate to the Trustee for deposit in the Project Fund to pay the
Project Costs certified in each such Requisition Certificate. Each such transfer shall be referred to under this
Lease as a "City Equity Installment" and shall increase the amount of the Total City Equity. Pursuant to
Section 208(g) of the Indenture, the Trustee shall endorse the Bonds in an amount equal to each such payment
made from the Project Fund. The total of all City Equity Installments shall not exceed $7,842,000.
(f) The Trustee may rely conclusively on all executed Requisition Certificates received by the
Trustee and shall not be required to make any independent inspection or investigation in connection therewith.
Section 4.5. Establishment of Completion Date. The Completion Date shall be evidenced to
the Trustee by a certificate signed by the Authorized Tenant Representative stating (a) that the acquisition,
purchase, construction, and improvement of the Project has been completed in accordance with the Plans and
Specifications, (b) that all costs and expenses incurred in the acquisition, purchase, construction, and
improvement of the Project have been paid except costs and expenses the payment of which is not yet due or
is being retained or contested in good faith by the Tenant, and (c) amounts to be retained by Trustee with
respect to item (b) above. Notwithstanding the foregoing, such certificate shall state that it is given without
prejudice to any rights against third parties which exist at the date of such certificate or which may
subsequently come into being. The Tenant and the Issuer agree to cooperate in causing such certificate to be
furnished to the Trustee. The Completion Date shall be deemed to be December 31, 2023 if not previously
certified as an earlier date pursuant to a Completion Certificate.
Section 4.6. Surplus or Deficiency in Project Fund.
(a) Upon receipt of the certificate described in Section 4.5 hereof, the Trustee shall, as provided
in Section 504 of the Indenture, transfer any remaining moneys then in the Project Fund to the Issuer, which
shall be applied as a reduction of the Total City Equity.
(b) If the Project Fund shall be insufficient to pay fully all Project Costs and to complete the
Project lien free, the Tenant shall pay, in cash, the full amount of any such deficiency by making payments
thereof directly to the contractors and to the suppliers of materials and services as the same shall become due,
and the Tenant shall save the Issuer and the Trustee whole and harmless from any obligation to pay such
deficiency.
Section 4.7. Project Property of the Issuer. The Project Site and all Project Improvements
located thereon, all work and materials on the Project Improvements as such work progresses, and all additions
or enlargements thereto or thereof, the Project as fully completed, anything under this Lease which becomes,
is deemed to be, or constitutes a part of the Project, and the Project as repaired, rebuilt, rearranged, restored
or replaced by the Tenant under the provisions of this Lease, except as otherwise specifically provided herein,
shall immediately when erected or installed become the absolute property of the Issuer, subject only to
Permitted Encumbrances.
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Section 4.8. Machinery and Equipment Purchased by the Tenant. Any item of machinery or
equipment purchased by the Tenant, and no part of which shall have been purchased pursuant to any
Requisition Certificate submitted pursuant to Section 4.4 of this Lease, shall be and remain the property of
the Tenant.
Section 4.9. Sales Tax Exemption. Upon request of the Tenant after the issuance of the Bonds,
the Issuer will issue a sales tax exemption certificate to the Tenant for construction materials to be purchased
for the Project and the Issuer shall provide such other documentation as may be necessary from time to time
to effect said sales tax exemption. The Tenant shall use the exemption certificate only for the purchase of
construction materials to be incorporated into the Project on the Project Site and shall not use the exemption
certificate for the purchase of any personal property other than construction materials. The Tenant shall
indemnify and defend the Issuer and its respective officers, employees and agents against and from any and
all causes of action or actions in law or equity, liens, claims damages, loss, costs or expenses of any nature
whatsoever by any person or entity, arising out of the Issuer's furnishing of the exemption certificate.
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent. The Tenant covenants and agrees to pay to the Trustee in same day
funds for the account of the Issuer during this Lease Term, for deposit in the Bond Fund on or before 11:00
A.M., Trustee's local time, on or before the Lease Termination Date, the amount of principal of and the interest
on the Bonds then due in accordance with the provisions of the Indenture, as Basic Rent for the Project, in an
amount which, when added to any collected funds then on deposit in the Bond Fund and available for the
payment of principal on the Bonds and the interest thereon on such payment date, shall be equal to the amount
payable on such payment date as principal of the Bonds and the interest thereon as provided in the Indenture.
All payments of Basic Rent provided for in this Section shall be paid directly to the Trustee and shall be
deposited in accordance with the provisions of the Indenture into the Bond Fund and shall be used and applied
by the Trustee in the manner and for the purposes set forth in this Lease and the Indenture. Subject to the
other provisions of this Lease and the Indenture, at any time that the Tenant is the sole Bondowner, the Tenant
may, at its option, make payments of Basic Rent by tendering a portion of the principal amount of the Bonds
equal to such principal payment and interest due thereon to the Trustee for cancellation.
Section 5.2. Additional Rent. The Tenant shall pay as Additional Rent the following amounts:
(a) all reasonable fees, agreed upon charges and expenses, including, without limitation, agent
and counsel fees and expenses, of the Trustee and the Paying Agent incurred under the Indenture, the Lease
or any other document entered into in connection with the Bonds, as and when the same become due;
(b) all costs incident to the payment of the principal of and interest on the Bonds as the same
becomes due and payable, including all costs and expenses in connection with the call, redemption and
payment of all Outstanding Bonds;
(c) all fees, costs, charges and expenses reasonably incurred in connection with the enforcement
of any rights against the Tenant or the Project under this Lease or the Indenture by the Issuer, the Trustee or
the Bondowners, except for such expenses as may be incurred solely as a result of the negligence or wrongful
misconduct of the Issuer, the Trustee or both;
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(d) an amount sufficient to reimburse the Issuer for all expenses reasonably incurred by the Issuer
hereunder and in connection with the performance of its obligations under this Lease or the Indenture and
agreed upon by Tenant;
(e) all City Equity Buyout Payments, in the amounts and at the times described in Section 5.6;
and
(f) all other payments of whatever nature which the Tenant has agreed in writing to pay or
assume under the provisions of this Lease, the Indenture or any other document entered into in connection
with the Bonds.
Section 5.3. Obligations of Tenant Absolute and Unconditional.
(a) Except as expressly stated in this Lease with respect to the offset of Basic Rent, the
obligations of the Tenant under this Lease to make payments of Basic Rent and Additional Rent on or before
the date the same become due, and to perform all of its other obligations, covenants and agreements hereunder
shall be absolute and unconditional, without notice or demand (except as expressly provided herein), and
without abatement, deduction, set-off, counterclaim, recoupment or defense or any right of termination or
cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and
irrespective of whether the Project shall have been started or completed, or whether the Issuer's title thereto
or to any part thereof is defective or nonexistent, and notwithstanding any failure of consideration or
frustration of commercial purpose, legal curtailment of the Tenant's use thereof, the eviction or constructive
eviction of the Tenant, -any change in the tax or other laws of the United States of America, the State of
Missouri or any political subdivision thereof, any change in the Issuer's legal organization or status, or any
default of the Issuer hereunder, and regardless of the invalidity of any action of the Issuer, and regardless of
the invalidity of any portion of this Lease; provided, however, that nothing in this Section 5.3(a) or Section
53(b) is intended or shall be deemed to affect or impair in anyway the right of the Tenant to tender Bonds for
redemption in satisfaction of Basic Rent as provided in Section 5.1 and Section 5.4 hereof, nor the right of
the Tenant to terminate this Lease and repurchase the Project as provided in Article XI hereof, provided that
the payments described in Article XI are made in full.
(b) Nothing in this Lease shall be construed to release the Issuer from the performance of any
agreement on its part herein contained or as a waiver by the Tenant of any rights or claims the Tenant may
have against the Issuer under this Lease or otherwise, but any recovery upon such rights and claims shall be
had from the Issuer separately, it being the intent of this Lease that the Tenant shall be unconditionally and
absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease
(including the obligation to pay Basic Rent and Additional Rent) for the benefit of the Bondowners and the
Issuer. The Tenant may, however, at its own cost and expense and in its own name or in the name of the
Issuer, prosecute or defend any action or proceeding or take any other action involving third persons which
the Tenant deems reasonably necessary in order to secure or protect its right of possession, occupancy and
use hereunder, and in such event the Issuer hereby agrees to cooperate fully with the Tenant and to take all
action necessary to effect the substitution of the Tenant for the Issuer in any such action or proceeding if the
Tenant shall so request.
Section 5.4. Prepayment of Basic Rent. The Tenant may at any time prepay all or any part of
the Basic Rent provided for hereunder. During such times as the amount held by the Trustee in the Bond
Fund shall be sufficient to pay, at the time required, the principal of and interest on all the Bonds then
remaining unpaid, the Tenant shall not be obligated to make payments of Basic Rent under the provisions of
this Lease.
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Section 5.5. Redemption of Bonds. The Issuer and the Trustee, at the written direction of the
Tenant, at any time the aggregate moneys in the Bond Fund are sufficient for such purposes, shall (a) if the
same are then redeemable under the provision of Article III of the Indenture, take all steps that may be
necessary under the applicable redemption provisions of the Indenture to effect the redemption of all or such
part of the then Outstanding Bonds as may be specified by the Tenant, on such redemption date as may be
specified by the Tenant or (b) cause such moneys in the Bond Fund or such part thereof as the Tenant shall
direct, to be applied by the Trustee, to the extent practical, pursuant to the appropriate written instructions of
the Tenant, for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding
the principal amount thereof, or (c) a combination of (a) and (b) as provided in such direction. Subject to
Article III of the Indenture relating to the redemption of Bonds, the Tenant, at its option, may deliver to the
Trustee for cancellation Bonds owned by the Tenant and not previously paid, and the Tenant shall receive a
credit against amounts payable by the Tenant for the redemption of Bonds in an amount equal to the principal
amount of the Bonds so tendered for cancellation, plus accrued interest thereon.
Section 5.6. City Equity Buyout Payments. Pursuant to the Act, the Issuer is purchasing a
portion of the Project through the City Equity Installments. Each City Equity Installment shall increase the
Total City Equity, as described in Section 4.4(e). The Total City Equity shall be repaid to the Issuer by the
Tenant, together with interest at the Variable Rate, payable in arears on the first day of each calendar quarter
(January 1, April 1, July 1, October 1), or the next Business Day if such day is not a Business Day, beginning
on April 1, 2024 and ending on October 1, 2033. Each such payment shall be referred to in this Lease as a
"City Equity Buyout Payment." The payment of each City Equity Buyout Payment shall be applied first to
accrued interest and then to principal and reduction of the Total City Equity. The City Equity Buyout Payment
shall be amortized over the payment dates in order to produce substantially equal quarterly payments. On or
before January 15, 2024, January 15, 2027, January 15, 2029, and January 15, 2032, the Trustee shall provide
a schedule of payments amortizing the remaining City Equity Buyout Payments over the remaining payment
dates to and until October 1, 2033, based on the most recently established Variable Rate.
Interest on the Total City Equity shall be calculated on the basis of a year of 360 days consisting of
twelve months of 30 days each, and shall start to accrue on the amount of each City Equity Installment from
the date that such amount is deposited in the Project Fund by the Issuer pursuant to Section 4.4(e). Absent
manifest error, the Trustee's calculation of the Total City Equity at any given time and the City Equity Buyout
Payments shall be determinative.
ARTICLE VI
MAINTENANCE, TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs. Throughout the Lease Term the Tenant shall, at its own
expense, keep the Project in as reasonably safe condition as the operation thereof will permit, and keep the
Project in good repair and in good operating condition (reasonable wear, tear, depreciation and obsolescence
excepted), making from time to time all necessary repairs thereto and renewals and replacements thereof that
it determines to be necessary.
Section 6.2. Taxes, Assessments and Other Governmental Charges.
(a) Subject to subsection (b) of this Section, the Tenant shall promptly pay and discharge, as the
same become due, all taxes and assessments, general and special, and other governmental charges of any kind
whatsoever that may be lawfully taxed, charged, levied, assessed or imposed upon or against the Project, or
any part thereof or interest therein (including the leasehold estate of the Tenant therein) or any buildings,
improvements, machinery and equipment at any time installed thereon by the Tenant, or Basic Rent and other
amounts payable under this Lease, including any new taxes and assessments not of the kind enumerated above
to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments
now customarily levied against real or personal property, and further including all utility charges, assessments
and other general governmental charges and impositions whatsoever, foreseen or unforeseen, which if not
paid when due would materially impair the security of the Bonds or materially encumber the Issuer's title to
the Project; provided that with respect to any special assessments or other governmental charges that are
lawfully levied and assessed which may be paid in installments, the Tenant shall be obligated to pay only such
installments thereof as become due and payable during the Lease Term.
(b) The Tenant shall have the right, in its own name or in the Issuer's name, to contest the validity
or amount of any tax, assessment or other governmental charge which the Tenant is required to bear, pay and
discharge pursuant to the terms of this Article by appropriate legal proceedings instituted before the tax,
assessment or other governmental charge complained of becomes delinquent if and provided (1) the Tenant,
before instituting any such contest, gives the Issuer and the Trustee written notice of its intention so to do, (2)
the Tenant diligently prosecutes any such contest, at all times effectively stays or prevents any official or
judicial sale therefor, under execution or otherwise, and (3) the Tenant promptly pays any final judgment
enforcing the tax, assessment or other governmental charge so contested and thereafter promptly procures
record release or satisfaction thereof. The Issuer agrees to cooperate fully with the Tenant in connection with
any and all administrative or judicial proceedings related to any tax, assessment or other governmental charge.
The Tenant shall hold the Issuer and the Trustee whole and harmless from any costs and expenses the Issuer
may incur related to any of the above.
Section 63. Utilities. All utilities and utility services used by the Tenant in, on or about the
Project shall be paid for by the Tenant and shall be contracted for by the Tenant in the Tenant's own name (or
the name(s) of its affiliates), and the Tenant shall, at its sole cost and expense, procure any and all permits,
licenses or authorizations necessary in connection therewith.
ARTICLE VII
INSURANCE
Section 7.1. Title Commitment or Report. The Tenant will provide a title commitment or
report to the Issuer prior to the issuance of the Bonds showing ownership of and all encumbrances upon the
Project Site.
Section 7.2. Casualty Insurance.
(a) The Tenant shall at all times during the Construction Period maintain at its sole cost and
expense, or cause the contractors under the Construction Contracts to maintain, in full force and effect a policy
or policies of Builder's Risk -Completed Value Form Insurance special causes of loss form policy then in use
in the State of Missouri to the Full Insurable Value of the Project (subject to reasonable loss deductible clauses
not to exceed $50,000).
Subject to the rights of the Tenant provided in subparagraph (c) of this Section, prior to or
simultaneously with the expiration of said Builder's Risk Insurance, the Tenant shall at its sole cost and
expense obtain and shall maintain throughout the Lease Term, a policy or policies of insurance to keep the
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Project constantly insured against loss or damage by fire, lightning and all other commonly covered risks in
an amount equal to the Full Insurable Value thereof (subject to reasonable loss deductible clauses not to exceed
$50,000). The initial determination of Full Insurable Value shall be made at the Completion Date, and
thereafter, the Full Insurable Value of the Project shall be provided once in every three years and from time
to time at the written request of the Issuer (but not more frequently than once in every three years) by an
insurance consultant (which may include an employee of an insurer) or a commercial appraiser. The insurance
required pursuant to this Section shall be maintained at the Tenant's sole cost and expense, shall be maintained
with generally recognized responsible insurance company or companies authorized to do business in the State
of Missouri as may be selected by the Tenant. Copies of the insurance policies required under this Section,
or originals or certificates thereof, shall be delivered by the Tenant to the Trustee. All such policies of
insurance pursuant to this Section, and all renewals thereof, shall name the Issuer, the Tenant and the Trustee
as insureds as their respective interests may appear, and shall contain a provision that such insurance may not
be canceled by the issuer thereof without at least 30 days' advance written notice to the Issuer, the Tenant and
the Trustee, and shall be payable to the Trustee.
(b) In the event of loss or damage to the Project, the Net Proceeds of casualty insurance carried
pursuant to this Section shall be paid over to the Trustee and shall be applied as provided in Article IX of this
Lease.
Section 7.3. Public Liability Insurance.
(a) The Tenant shall at its sole cost and expense maintain or cause to be maintained at all times
during the Lease Term general accident and public liability insurance (including but not limited to coverage
for all losses whatsoever arising from the ownership, maintenance, operation or use of any automobile, truck
or other motor vehicle), under which the Issuer and the Trustee shall be named as additional insureds, properly
protecting and indemnifying the Issuer and the Trustee, in an amount not less than the limits of liability under
Section 537.610 of the Revised Statutes of Missouri, as amended (subject to reasonable loss deductible
clauses not to exceed $50,000). The policies of said insurance shall contain a provision that such insurance
may not be canceled by the issuer thereof without at least 30 days' advance written notice to the Issuer, the
Tenant and the Trustee. Such policies or copies or certificates thereof shall be furnished to the Trustee. The
Trustee shall be entitled to rely upon said certificate as to the Tenant's compliance with the insurance
requirements. The Trustee makes no representation as to, and shall have no responsibility for the sufficiency
or adequacy of, the insurance.
(b) In the event of a public liability occurrence, the Net Proceeds of liability insurance carried
pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liability with respect
to which such proceeds have been paid.
Section 7.4. Blanket Insurance Policies. The Tenant may satisfy any of the insurance
requirements set forth in this Article by using blanket policies of insurance, provided each and all of the
requirements and specifications of this Article respecting insurance are complied with.
Section 7.5. Indemnification of Trustee. The Tenant agrees to indemnify and save the Trustee
harmless against and from all claims, costs, losses, liabilities and expenses (including, without limitation,
reasonable attorney's fees and expenses) by or on behalf of any person, firm or corporation arising from the
conduct or management of, or from any work or thing done on, the Project during the Lease Term, and against
and from all claims, costs, losses, liabilities and expenses (including, without limitation, reasonable attorney's
fees and expenses) arising during the Lease Term from (a) any condition of the Project caused or permitted
by the Tenant, (b) any breach or default on the part of the Tenant in the performance of any of its obligations
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under this Lease, (c) any contract entered into by the Tenant, its agents, employees or contracting obligees in
connection with the acquisition, purchase, construction, and improving of the Project, (d) any act of
negligence of the Tenant or of any of its agents, contractors, servants, employees or licensees, and (e) any act
of negligence of any assignee or sublessee of the Tenant, or of any agents, contractors, servants, employees
or licensees of any assignee or sublessee of the Tenant.
ARTICLE VIII
ALTERATION OF THE PROJECT
Section 8.1. Additions, Modifications and Improvements of the Project. The Tenant shall
have and is hereby given the right, at its sole cost and expense, to make such additions, modifications and
improvements in and to any part of the Project as the Tenant from time to time may deem necessary or
desirable for its business purposes. All additions, modifications and improvements made by the Tenant
pursuant to the authority of this Section shall (a) be made in workmanlike manner and will comply in all
material respects with all laws and ordinances applicable thereto, (b) when commenced, be prosecuted to
completion with due diligence, and (c) when completed, be deemed a part of the Project; provided, however,
that additions of machinery and equipment installed in the Project by the Tenant and no part of which shall
have been purchased pursuant to any Requisition Certificate submitted pursuant to Section 4.4 of this Lease
shall remain the property of the Tenant and may be removed by the Tenant.
Section 8.2. Removal of Equipment. The Tenant shall have the right, provided the Tenant is
not in default in the payment of Basic Rent or Additional Rent hereunder, to remove from the Project and (on
behalf of the Issuer) sell, exchange or otherwise dispose of, without responsibility or accountability to the
Issuer or the Trustee with respect thereto, any items of machinery and equipment not essential to the
functionality of the Project. In all cases, the Tenant shall pay all the costs and expenses of any such removal
and shall immediately repair at its expense all damage to the Project caused thereby.
Section 83. Additional Improvements on the Project Site. The Tenant shall have and is
hereby given the right, at its sole cost and expense, to construct on portions of the Project Site not theretofore
occupied by buildings or improvements such additional buildings and improvements as the Tenant from time
to time may deem necessary or desirable for its business purposes. All additional buildings and improvements
constructed on the Project Site by the Tenant pursuant to the authority of this Section shall, during the life of
this Lease, remain the property of the Tenant and may be added to, altered or razed and removed by the Tenant
at any time. The Tenant covenants and agrees (a) to make any repairs and restorations required to be made to
the Project because of the construction of, addition to, alteration or removal of said additional buildings or
improvements, (b) to keep and maintain said additional buildings and improvements in good condition and
repair, ordinary wear and tear excepted, and (c) to promptly and with due diligence either raze and remove in
a good and workmanlike manner, or repair, replace or restore any of said additional buildings and
improvements as may from time to time be damaged by fire or other casualty.
Section 8.4. Permits and Authorizations. The Tenant shall not do or permit others under its
control to do any work on the Project related to any repair, rebuilding, restoration, replacement, modification
or addition to the Project, or any part thereof, unless all requisite municipal and other governmental permits
and authorizations shall have been first procured. All such work shall be done in a good and workmanlike
manner and in compliance with all applicable building, zoning and other laws, ordinances, governmental
regulations and requirements and in accordance with the requirements, rules and regulations of all insurers
under the policies required to be carried under the provisions of Article VH hereof.
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Section 8.5. Mechanics' Liens.
(a) Neither the Issuer nor the Tenant shall do or suffer anything to be done whereby the Project,
or any part thereof, may be encumbered by any mechanics' or other similar lien. Whenever and as often as
any mechanics' or other similar lien is filed against the Project, or any part thereof, purporting to be for or on
account of any labor done or materials or services furnished in connection with any work in or about the
Project, the Tenant shall discharge the same of record within 90 days after the date of filing. Notice is hereby
given that the Issuer shall not be liable for any labor or materials furnished the Tenant or anyone claiming by,
through or under the Tenant upon credit, and that no mechanics' or other similar lien for any such labor,
services or materials shall attach to or affect the reversionary or other estate of the Issuer in and to the Project
or any part thereof.
(b) Notwithstanding paragraph (a) above, the Tenant shall have the right to contest any such
mechanics' or other similar lien if within said 90-day period stated above it notifies the Issuer and the Trustee
in writing of its intention so to do, and provided the Tenant diligently prosecutes such contest, at all times
effectively stays or prevents any official or judicial sale of the Project, or any part thereof or interest therein,
under execution or otherwise, and pays or otherwise satisfies any final judgment enforcing such contested lien
claim and thereafter promptly procures record release or satisfaction thereof. The Tenant shall hold the Issuer
and the Trustee whole and harmless from any loss, costs or expenses the Issuer may incur related to any such
contest. The Issuer shall cooperate fully with the Tenant in any such contest.
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction.
(a) If the Project is damaged or destroyed by fire or any other casualty, whether or not covered
by insurance, the Tenant, as promptly as practicable, shall (i) make the determination described in subsection
(g) below; (ii) repair, restore, replace or rebuild the same to as nearly as may be practicable their condition
and character immediately prior to such damage or destruction, and so that upon completion of such repairs,
restoration, replacement or rebuilding such Project shall be of a value not less than the value thereof
immediately prior to the occurrence of such damage or destruction; or, (iii) at the Tenant's option, construct
upon the Project Site new buildings and improvements thereafter together with all fixtures which are to be
attached thereto, provided that (x) the value thereof shall not be less than the value of such destroyed or
damaged Project Improvements immediately prior to the occurrence of such damage or destruction and (y)
the nature of such new buildings, improvements, and fixtures will not impair the character of the Project as
an enterprise permitted by the Act.
If the Tenant shall elect to construct any such new buildings and improvements, for all purposes of
this Lease, any reference to the words "Project Improvements" shall be deemed to also include any such new
buildings, improvements and fixtures and all additions thereto and all replacements and alterations thereof.
Unless the Tenant makes the determination described in subsection (g) below, the Net Proceeds of
casualty insurance required by Article VII hereof received with respect to such damage or loss to the Project,
shall be paid to the Trustee and shall be applied in the following manner:
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(i) there shall be paid to the Tenant from the Net Proceeds such part thereof as shall
equal the cost to the Tenant of making such temporary repairs or doing such other work, as, in the
Tenant's reasonable opinion, may be necessary in order to protect the Project pending adjustment of
the insurance loss or the making of permanent repairs, restoration, replacement or rebuilding;
(ii) there shall be paid to the Tenant from the Net Proceeds such part thereof as shall
equal the cost to the Tenant of repairing, restoring, replacing or rebuilding the Project or any part
thereof;
(iii) payment to the Tenant pursuant to subdivisions (i) or (ii) of this subsection (a) from
such Net Proceeds shall be made to the Tenant from time to time as the work progresses, in amounts
equal to the cost of labor and material incorporated into and used in such work, the buildings',
architects' and engineers' fees, and other charges in connection with such work, upon delivery to the
Trustee of a certificate of the Tenant's architect or general contractor, as the case may be, in charge
of such work, certifying: (1) that the amounts so to be paid to the Tenant are payable to the Tenant
in accordance with the provisions of this Article and that such amounts are then due and payable by
the Tenant or have theretofore been paid by the Tenant; (2) the progress of the work; (3) that the work
has been done in accordance with the plans and specifications therefor and all insurance requirements
of Article VII hereof; (4) that the sum requested when added to all sums previously paid out under
this Article for the work does not exceed the value of the work done to the date of such certificate;
(5) the estimated cost of completing the work, in reasonable detail; and (6) that the remaining Net
Proceeds are sufficient to pay the estimated cost of completing the work (the Trustee may rely
conclusively upon each such certificate and shall not be required to make any inquiry or investigation
with respect thereto);
(iv) the Tenant shall furnish to the Trustee at the time of any such payment, an official
search, or other evidence approved in writing by the Issuer that there has not been filed with respect
to the Project Site or the Project Improvements any mechanic's or other lien which has not been
discharged of record, in respect of any work, labor, services or materials performed, furnished or
supplied, in connection with the work and that all of said materials have been purchased free and clear
of all security interest or other encumbrances. The Trustee shall not pay out any such sum when the
Project Site or the Project Improvements shall be encumbered with any such security interest or
encumbrance. Upon the termination of this Lease and the payment in full of the Bonds or any monies
then held by the Trustee shall be paid to the Issuer to pay down the remaining Total City Equity, with
any remaining funds paid over to the Tenant.
(b) The insurance monies, if any, paid to the Tenant as provided under this Article, on account
of any loss or destruction to the Project, shall be held by it in trust and applied only for the purposes of
repairing, reconstructing or restoring the Project or constructing new buildings and improvements and
installing new fixtures therein.
(c) If any of the insurance monies paid by the insurance company to the Trustee or the Tenant
as hereinabove provided, shall remain after the completion of such repairs, restoration, replacement or
rebuilding, and this Lease shall not have terminated, the excess shall be paid to the Issuer to pay down the
remaining Total City Equity, with any remaining funds paid over to the Tenant. If the Net Proceeds are
insufficient to pay the entire cost of such repairs, restoration, replacement or rebuilding, the Tenant shall pay
the deficiency.
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(d) Except as otherwise provided in this Lease, in the event of any such damage by fire or any
other casualty, the provisions of this Lease shall be unaffected except that the payment of Basic Rent shall be
abated until such time as the Project is restored.
(e) The Issuer and the Tenant agree that they will cooperate with each other, to such extent as
such other party may reasonably require, in connection with the prosecution or defense of any action or
proceeding arising out of, or for the collection of any insurance monies that may be due in the event of, any
loss or damage, and that they will execute and deliver to such other parties such instruments as may be required
to facilitate the recovery of any insurance monies.
(f) The Tenant agrees to give prompt notice to the Issuer and the Trustee with respect to all fires
and any other casualties occurring in, on, at or about the Project which damages a material portion of the
Project over $100,000 in value.
(g) If the Tenant in its sole discretion determines that rebuilding, repairing, restoring or replacing
the Project is not practicable and desirable, any Net Proceeds of casualty insurance required by Article VII
hereof received with respect to such damage or loss shall be paid to the Issuer to pay down the remaining
Total City Equity, with any remaining funds paid over to the Tenant. The Tenant agrees to be reasonable in
exercising its judgment pursuant to this subsection (g).
(h) The Tenant shall not, by reason of its inability to use all or any part of the Project during any
period in which the Project is damaged or destroyed or is being repaired, rebuilt, restored or replaced, nor by
reason of the payment of the costs of such rebuilding, repairing, restoring or replacing, be entitled to any
reimbursement from the Issuer, the Trustee or the Bondowners or to any abatement or diminution ofthe rentals
payable by the Tenant under this Lease or of any other obligations of the Tenant under this Lease except as
expressly provided in this Section.
Section 9.2. Condemnation.
(a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project is
condemned by or sold under threat of condemnation to any authority possessing the power of eminent domain,
to such extent that the claim or loss resulting from such condemnation is greater than $100,000, the Tenant
shall, within 90 days after the date of entry of a final order in any eminent domain proceedings granting
condemnation or the date of sale under threat of condemnation, notify the Issuer, the Trustee and the Lender,
if any, in writing as to the nature and extent of such condemnation or loss of title and whether it is practicable
and desirable to acquire or construct substitute improvements.
(b) If the Tenant shall determine that such substitution is practicable and desirable, the Tenant
shall proceed promptly with and complete with reasonable dispatch the acquisition or construction of such
substitute improvements, so as to place the Project in substantially the same condition as existed prior to the
exercise of the said power of eminent domain, including the acquisition or construction of other improvements
suitable for the Tenant's operations at the Project (which improvements will be deemed a part of the Project
and available for use and occupancy by the Tenant without the payment of any rent other than herein provided,
to the same extent as if such other improvements were specifically described herein and demised hereby);
provided, that such improvements will be acquired by the Issuer subject to no liens, security interests or
encumbrances prior to the lien and/or security interest afforded by the Indenture other than Permitted
Encumbrances. In such case, any Net Proceeds received from any award or awards with respect to the Project
or any part thereof made in such condemnation or eminent domain proceedings, or of the sale proceeds, shall
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be applied in the same manner as provided in Section 9.1 hereof (with respect to the receipt of casualty
insurance proceeds).
(c) If the Tenant in its sole discretion determines that it is not practicable or desirable to acquire
or construct substitute improvements, any Net Proceeds of condemnation awards received by the Tenant shall
be paid to the Issuer to pay down the remaining Total City Equity, with any remaining funds paid over to the
Tenant.
(d) The Tenant shall not, by reason of its inability to use all or any part of the Project during any
such period of restoration or acquisition nor by reason of the payment of the costs of such restoration or
acquisition, be entitled to any reimbursement from the Issuer, the Trustee or the Bondowners or to any
abatement or diminution of the rentals payable by the Tenant under this Lease nor of any other obligations
hereunder except as expressly provided in this Section.
(e) The Issuer shall cooperate fully with the Tenant in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Project or any part thereof, and shall, to
the extent it may lawfully do so, permit the Tenant to litigate in any such proceeding in the name and on behalf
of the Issuer. In no event will the Issuer voluntarily settle or consent to the settlement of any prospective or
pending condemnation proceedings with respect to the Project or any part thereof without the prior written
consent of the Tenant.
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the Issuer; Exculpation and
Indemnification. The Issuer makes no warranty, either express or implied, as to the condition of the Project
or that it will be suitable for the Tenant's purposes or needs. The Tenant releases the Issuer from, agrees that
the Issuer shall not be liable for and agrees to hold the Issuer harmless against, 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; unless such loss is the result of the Issuer's gross negligence or willful misconduct.
Section 10.2. Surrender of Possession. Upon accrual of the Issuer's right of re-entry because of
the Tenant's uncured default hereunder or upon the cancellation or termination of this Lease for any reason
other than the Tenant's purchase of the Project pursuant to Article XI hereof, the Tenant shall peacefully
surrender possession of the Project to the Issuer in good condition and repair, ordinary wear and tear excepted;
provided, however, the Tenant shall have the right within 90 days (or such later date as the Issuer may agree
to) after the termination of this Lease to remove from the Project Site any buildings, improvements, furniture,
trade fixtures, machinery and equipment owned by the Tenant and not constituting part of the Project. All
repairs to and restorations of the Project required to be made because of such removal shall be made by and
at the sole cost and expense of the Tenant, and during said 90-day (or extended) period the Tenant shall bear
the sole responsibility for and bear the sole risk of loss for said buildings, improvements, furniture, trade
fixtures, machinery and equipment. All buildings, improvements, furniture, trade fixtures, machinery and
equipment owned by the Tenant and which are not so removed from the Project prior to the expiration of said
period shall be the separate and absolute property of the Issuer.
Section 103. Issuer's Right of Access to the Project. The Tenant agrees that the Issuer and the
Trustee and their duly authorized agents shall have the right at reasonable times during business hours, subject
to 48 hours' prior written notice and the Tenant's usual safety and security requirements, to enter upon the
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Project Site after delivering written notice to the Tenant (a) to examine and inspect the Project without
interference or prejudice to the Tenant's operations, (b) as may be reasonably necessary to cause to be
completed the acquisition, purchase, construction, and improving provided for in Section 4.2 hereof, (c) to
perform such work in and about the Project made necessary by reason of the Tenant's default under any of
the provisions of this Lease, and (d) following an Event of Default, to exhibit the Project to prospective
purchasers, lessees or trustees. The Tenant shall have the right to have representatives present during any
such examination or inspection, including legal counsel.
Section 10.4. Granting of Permitted Encumbrances; Leasehold Mortgages
(a) If no Event of Default under this Lease shall have happened and be continuing, the Tenant
may at any time or times incur Permitted Encumbrances. The Tenant may take such actions and may execute
any applicable documents in the Tenant's own name. No separate signature of or authorization from the Issuer
shall be required for the execution and delivery of any such document, although the Issuer agrees to execute
and deliver such confirming documents as are described below, under the procedures described below, if the
Tenant chooses to make such a request. All third parties entering into agreements with the Tenant or receiving
delivery of or the benefit of such Permitted Encumbrances shall be entitled to rely upon the same as having
been executed and delivered by the Issuer. The Issuer agrees that it will execute and deliver and will cause
and direct the Trustee to execute and deliver any instrument necessary or appropriate to confirm and grant or
release any such Permitted Encumbrances, upon receipt by the Issuer and the Trustee of (i) a copy of the
instrument of grant or release, (ii) a written application signed by an Authorized Tenant Representative
requesting such instrument, and (iii) a certificate executed by an Authorized Tenant Representative stating
that such grant or release is not detrimental to the proper conduct of the business of the Tenant, will not impair
the effective use or interfere with the efficient and economical operation of the Project, and will not materially
adversely affect the security intended to be given by or under the Indenture. If the instrument of grant shall
provide that any such easement or right and the rights of such other parties thereunder shall be superior to the
rights of the Issuer and the Trustee under this Lease and the Indenture and shall not be affected by any
termination of this Lease or default on the part of the Tenant hereunder then such instrument shall not have
any effect whatsoever without the written consent of the Issuer. If no Event of Default shall have happened
and be continuing beyond any applicable grace period, any payments or other consideration received by the
Tenant for any such grant or with respect to or under any such agreement or other arrangement shall be and
remain the property of the Tenant, but, in the event of the termination of this Lease or during the continuation
of an Event of Default, all rights then existing of the Tenant with respect to or under such grant shall inure to
the benefit of and be exercisable by the Issuer.
(b) The Tenant may not mortgage the fee estate held by the Issuer, but may mortgage the
Tenant's leasehold interest hereunder with the prior written consent of the Issuer, to be given in the Issuer's
sole discretion. Any such Leasehold Mortgage shall be in a form acceptable to the Issuer and shall clearly
state that the Issuer assumes no responsibility for any obligation of the borrower, including any payment or
other monetary liability.
(c) During the term of any Leasehold Mortgage approved by the Issuer, the following provisions
shall apply:
Lender;
(i) this Lease may not be modified or amended without the prior written consent of
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(ii) there shall be no merger of this Lease or of the leasehold estate created hereby with
the fee title to the Project, notwithstanding that this Lease or said leasehold estate and said fee title
shall be owned by the same person or persons, without the prior written consent of Lender;
(iii) the Issuer shall serve upon Lender a copy of each notice of default and each notice
of termination given to the Tenant under this Lease, at the same time as such notice is served upon
the Tenant;
(iv) Lender shall have the same period of time after the service of such notice upon it
within which the Tenant may remedy or cause to be remedied the default which is the basis of the
notice; and the Issuer shall accept performance by Lender as timely performance by the Tenant;
(v) if this Lease shall terminate prior to the expiration of the Lease Term, the Issuer shall
enter into a new lease for the Project with Lender or its designee or nominee, for the remainder of the
term, effective as of the date of such termination, at the same rent and upon the same terms, covenants
and conditions contained herein, except that such new lease shall not guarantee possession of the
Project to the new tenant as against the Tenant and/or anyone claiming under the Tenant, on condition
that:
(A) Lender shall make written request for such new lease within thirty (30) days
after the date of such termination, and
(B) on the commencement date of the term of the new lease, Lender shall cure
all defaults of the Tenant under the Lease (susceptible of being cured by Lender) which
remain uncured on that date, and shall pay or cause to be paid all unpaid sums which at such
time would have been payable under this Lease but for such termination, and shall pay or
cause to be paid to the Issuer on that date all fees, costs, charges and expenses, including,
without limitation, reasonable counsel fees, court costs and disbursements, incurred by the
Issuer or the Trustee in connection with any such default and termination as well as in
connection with the execution and delivery of such new lease;
(vi) if Lender or its designee or nominee shall become the owner of this Lease either
following foreclosure of the Leasehold Mortgage or in liquidation of the indebtedness and in lieu of
foreclosure thereof and the Lender or its designee or nominee shall have assigned this Lease, Lender
or its designee or nominee so assigning shall be released from all liability accruing from and after the
date of such assignment.
Section 10.5. Indemnification of Issuer and Trustee. The Tenant shall indemnify and save the
Issuer and the Trustee harmless from and against all claims, losses, liabilities, damages, costs and expenses
(including, without limitation, attorney's fees and expenses) by or on behalf of any person, firm or corporation
arising from the conduct or management of, or from any work or thing done in, on or about, the Project during
the Lease Term, and against and from all claims, losses, liabilities, damages, costs and expenses (including,
without limitation, attorney's fees and expenses) arising during the Lease Term from (a) any condition of the
Project caused by the Tenant, (b) any breach or default on the part of the Tenant in the performance of any of
its obligations under this Lease, (c) any contract entered into in by the Tenant or its sublessee, if any, in
connection with the acquisition, purchase, construction, and improving of the Project (including any failure
to comply with Section 107.170 of the Missouri Revised Statutes, as amended, with respect to such contract),
(d) any act of negligence of the Tenant or of any of its agents, contractors, servants, employees or licensees,
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and (e) any act of negligence of any assignee or sublessee of the Tenant, or of any agents, contractors, servants,
employees or licensees of any assignee or sublessee of the Tenant; provided, however, the indemnification
contained in this Section 10.5 shall not extend to the Issuer if (i) such claim is the result of work being
performed at the Project by employees of the Issuer, or (ii) except for claims relating to a failure to comply
with Section 107.170 of the Missouri Revised Statutes, as amended, such claim is the result of the Issuer's
negligence or willful misconduct and shall not extend to the Trustee if such claim is the result of the Trustee's
negligence or willful misconduct. The Tenant shall indemnify and save the Issuer and the Trustee separately
harmless from and against all costs and expenses, including, without limitation, attorney's fees and expenses,
(except those which have arisen from the willful misconduct or negligence of the Issuer or the Trustee,
respectively) incurred in or in connection with any action or proceeding brought in connection with claims
arising from circumstances described in clauses (a) through (e), and upon notice from the Issuer or the Trustee,
the Tenant shall defend them or either of them in any such action or proceeding.
The Tenant agrees to indemnify and reimburse the Issuer and the Trustee, and their respective
members, directors, officers, employees, agents, attorneys, successors and assigns for any liability, loss,
damage, expense or cost, including, without limitation, attorney's fees and expenses, arising out of or incurred
by the Issuer or the Trustee or their respective members, directors, officers, employees, agents, attorneys,
successors and assigns, which is the result of any liability, loss, damage, expense or cost sustained as a result
of any failure to comply any law, statute, ordinance, rule, code, order or regulation, whether federal, state or
local, relating to environmental protection, environmental contamination and the cleanup thereof, asbestos,
underground storage tanks and other environmental matters ("Environmental Laws") or of there being located
in, on or about the Project Site or the Project any hazardous, dangerous, or toxic pollutants, wastes or
chemicals, together with attorney's fees and expenses incurred in connection with the defense of any action
against the Issuer or the Trustee arising out of the above. The Tenant represents and warrants to the Issuer
and the Trustee that the Project Site and the Project and their respective prior and existing uses have at all
times complied with and will comply with all Environmental Laws. The Tenant shall promptly and diligently
take or cause to be taken all actions necessary to cure any noncompliance with any Environmental Law and
shall be solely responsible for any violation by it, its employees or agents of any Environmental Laws, and
the Tenant further agrees that it will take all necessary action to clean-up, eliminate or contain any
environmental contamination, including contamination caused by any previous owner of the Project or the
Project Site, and will pay in full all costs and expenses associated with such action.
Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. The Issuer agrees
that any depreciation, investment tax credit or any other tax benefits with respect to the Project or any part
thereof shall be made available to the Tenant, and the Issuer will fully cooperate with the Tenant in any effort
by the Tenant to avail itself of any such depreciation, investment tax credit or other tax benefits.
Section 10.7. Tenant to Maintain its Corporate Existence. The Tenant agrees that until the
Bonds are paid or payment is provided for in accordance with the terms of the Indenture and the City Equity
Buyout Payments are fully paid, Tenant will not dissolve or otherwise dispose of all or substantially all of its
assets; provided, however, that the Tenant may, without violating the agreement contained in this Section,
consolidate with or merge into another domestic corporation (i.e., a corporation incorporated and existing
under the laws of one of the states of the United States) or permit one or more other domestic corporations to
consolidate with or merge into it, or may sell or otherwise transfer to another domestic corporation all or
substantially all of its assets as an entirety and thereafter dissolve, provided, the surviving, resulting or
transferee corporation expressly assumes in writing all the obligations of the Tenant contained in this Lease;
and, further provided, that the surviving, resulting or transferee corporation, as the case may be, has a
consolidated net worth (after giving effect to said consolidation, merger or transfer) at least equal to or greater
than that of the Tenant immediately prior to said consolidation, merger or transfer. The term "net worth", as
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used in this Section, shall mean the difference obtained by subtracting total liabilities (not including as a
liability any capital or surplus item) from total assets of the Tenant and all of its subsidiaries. In any such
consolidation, merger or transfer the Tenant shall comply with the provisions of Section 13.1 hereof to the
extent applicable.
Section 10.8. Security Interests. The Issuer and the Tenant hereby authorize the Trustee to file
all appropriate continuation statements pursuant to Section 808 of the Indenture as may be required under the
Uniform Commercial Code in order to fully preserve and protect the security of the Owners of the Bonds and
the rights of the Trustee under the Indenture. At the written request of the Owner of the Bonds, the Issuer
and the Tenant agree to enter into any other instruments (including financing statements and statements of
continuation) necessary for perfection of and continuance of the perfection of the security interests of the
Issuer and the Trustee in the Project. Upon the written instructions of Owners of 100% of the Bonds then
outstanding, the Trustee shall file, at the expense of the Tenant, all instruments the Owners of the Bonds shall
deem necessary to be filed and the Trustee shall continue or cause to be continued the liens of such instruments
for so long as the Bonds shall be Outstanding. The Issuer and the Tenant shall cooperate with the Trustee in
this regard by executing such continuation statements and providing such information as the Trustee may
require to renew such liens.
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE PROJECT
Section 11.1. Option to Purchase the Project. The Tenant shall have, and is hereby granted, the
option to purchase the Project at any time, prior to the expiration of the Lease Term upon payment in full of
all Bonds then Outstanding or provision for their payment having been made pursuant to Article XHI of the
Indenture and payment of the purchase price set out below. To exercise such option the Tenant shall give
written notice to the Issuer and to the Trustee, if any, of the Bonds as shall then be unpaid or provision for
their payment shall not have been made in accordance with the provisions of the Indenture, and shall specify
therein the date of closing such purchase, which date shall be not less than 30 nor more than 180 days from
the date such notice is mailed (unless otherwise agreed to by the parties hereto), and in case of a redemption
of the Bonds in accordance with the provisions of the Indenture the Tenant shall make arrangements
satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by
the Tenant in the event of its exercise of the option granted in this Subsection shall be the sum of the following:
(1) an amount of money which, when added to the amount then on deposit in the Bond
Fund, will be sufficient to redeem all the then Outstanding Bonds on the earliest redemption date next
succeeding the closing date, including, without limitation, principal and interest to accrue to said
redemption date and redemption expense; plus
(2) an amount of money equal to the Trustee's and the Paying Agent's agreed to and
reasonable fees and expenses under the Indenture accrued and to accrue until such redemption of the
Bonds; plus
(3) an amount of money equal to the then -current Total City Equity plus interest accrued
on such Total City Equity from the date of the most recent City Equity Buyout Payment made by the
Tenant to the date of purchase of the Project.
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At its option, to be exercised at least five (5) days prior to the date of closing such purchase, the Tenant may
deliver to the Trustee for cancellation Bonds not previously paid, and the Tenant shall receive a credit against
the component of the purchase price payable under subsection (1), above, by the Tenant in an amount equal
to 100% of the principal amount of the Bonds so delivered for cancellation, plus the accrued interest thereon.
Section 11.2. Conveyance of the Project. At the closing of the purchase of the Project pursuant
to Section 11.1, the Issuer will upon receipt of the purchase price deliver to the Tenant the following:
(1) If the Indenture shall not at the time have been satisfied in full, a release from the
Trustee of the Project from the lien and/or security interest of the Indenture.
(2) A special warranty deed conveying to the Tenant legal title to the Project, as it then
exists, subject to the following: (1) those liens and encumbrances, if any, to which title to the Project
was subject when conveyed to the Issuer; (2) those liens and encumbrances created by the Tenant or
to the creation or suffering of which the Tenant consented; (3) those liens and encumbrances resulting
from the failure of the Tenant to perform or observe any of the agreement on its part contained in this
Lease; (4) Permitted Encumbrances other than the Indenture and this Lease; and (5) if the Project or
any part thereof is being condemned, the rights and title of any condemning authority.
Section 113. Relative Position of Option and Indenture. The options and obligation to
purchase the Project granted to the Tenant in this Article shall be and remain prior and superior to the Indenture
and may be exercised whether or not the Tenant is in default under this Lease, provided that such default will
not result in nonfulfillment of any condition to the exercise of any such option.
Section 11.4. Obligation to Purchase the Project. The Tenant hereby agrees to purchase, and
the Issuer hereby agrees to sell, the Project for the purchase price set out in Section 11.1 at the expiration of
the Lease Term. If Tenant has not sooner elected to exercise the option to purchase pursuant to this Article
XI, Tenant shall be automatically deemed to have exercised such option on the day before the expiration date
of this Lease.
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default. If any one or more of the following events shall occur and be
continuing, it is hereby defined as and declared to be and to constitute an "Event of Default" and to have
resulted in a "default" under this Lease:
(a) Default in the due and punctual payment of Basic Rent for a period of 15 days
following written notice to the Tenant by the Issuer or the Trustee or default in the due and punctual
payment of Additional Rent for a period of 15 days following written notice to the Tenant by the
Issuer or the Trustee; or
(b) Default in the due observance or performance of any other covenant, agreement,
obligation or provision of this Lease on the Tenant's part to be observed or performed, and such
default shall continue for 30 days after the Issuer or the Trustee has given the Tenant written notice
specifying such default (or such longer period as shall be reasonably required to cure such default;
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provided that (1) the Tenant has commenced such cure within said 30-day period, and (2) the Tenant
diligently prosecutes such cure to completion); or
(c) The Tenant shall: (1) admit in writing its inability to pay its debts as they become
due; or (2) file a petition in bankruptcy or for reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the Bankruptcy Code as now or in the future amended
or any other similar present or future federal or state statute or regulation, or file a pleading asking
for such relief, or (3) make an assignment for the benefit of creditors; or (4) consent to the appointment
of a trustee, receiver or liquidator for all or a major portion of its property or shall fail to have the
appointment of any trustee, receiver or liquidator made without the Tenant's consent or acquiescence,
vacated or set aside; or (5) be finally adjudicated as bankrupt or insolvent under any federal or state
law; or (6) be subject to any proceeding, or suffer the entry of a final and non -appealable court order,
under any federal or state law appointing a trustee, receiver or liquidator for all or a major part of its
property or ordering the winding -up or liquidation of its affairs, or approving a petition filed against
it under the Bankruptcy Code, as now or in the future amended, which order or proceeding, if not
consented to by it, shall not be dismissed, vacated, denied, set aside or stayed within 60 days after the
day of entry or commencement; or (7) suffer a writ or warrant of attachment or any similar process
to be issued by any court against all or any substantial portion of its property, and such writ or warrant
of attachment or any similar process is not contested, stayed, or is not released within 60 days after
the final entry, or levy or after any contest is finally adjudicated or any stay is vacated or set aside; or
(d) The Tenant shall vacate or abandon the Project, or shall have been ejected from the
Project or any portion thereof by reason of a defect in title to the Project, and the same shall remain
uncared for and unoccupied for a period of 60 days (or such longer period as is reasonably required
to cure such defect in title); or
(e) The Tenant (or its affiliate that enters into the Development Agreement, if not the
Tenant) shall be in default under the terms of the Development Agreement.
Section 12.2. Remedies on Default. If any Event of Default referred to in Section 12.1 hereof
shall have occurred and be continuing beyond any applicable notice and cure period, then the Issuer may at
the Issuer's election, then or at any time thereafter, and while such Event of Default shall continue beyond
any applicable notice and cure period, take any one or more of the following actions, in addition to any other
remedies available to the Issuer at law or in equity:
(a) cause all amounts payable with respect to the Bonds for the remainder of the term of this
Lease to become due and payable after giving 10 days prior written notice thereof to the Tenant, as provided
in the Indenture (unless the Owners of 100% of the principal amount of such Bonds determine otherwise);
and/or
(b) give the Tenant written notice of the Issuer's intention to terminate this Lease on a date
specified therein, which date shall not be earlier than 30 days after such notice is given, and if all defaults have
not then been cured, on the date so specified, the Tenant's rights to possession of the Project shall cease and
this Lease shall thereupon be terminated, and the Issuer may re-enter and take possession of the Project (unless
Tenant shall have exercised or be deemed to have exercised Tenant's option to purchase under Article XI
hereof, in which event the terms of such Article XI shall control).
Section 12.3. Survival of Obligations. The Tenant covenants and agrees with the Issuer and
Bondowners that those of its obligations under this Lease which by their nature require performance after the
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end of the term of this Lease, or which are expressly stated herein as intended to survive expiration or
termination of this Lease shall survive the cancellation and termination of this Lease, for any cause, and that
the Tenant shall continue to pay the Basic Rent and Additional Rent and perform all other obligations provided
for in this Lease, all at the time or times provided in this Lease; provided, however, that upon the payment of
all Basic Rent and Additional Rent required under Article V hereof, and upon the satisfaction and discharge
of the Indenture under Section 1301 thereof, the Tenant's obligation under this Lease shall thereupon cease
and terminate in full.
Section 12.4. Performance of the Tenant's Obligations by the Issuer. If the Tenant shall fail
to keep or perform any of its obligations as provided in this Lease in the making of any payment or
performance of any obligation, then the Issuer, or the Trustee in the Issuer's name, may (but shall not be
obligated so to do) upon the continuance of such failure on the Tenant's part for 60 days after written notice
of such failure is given the Tenant by the Issuer or the Trustee, and without waiving or releasing the Tenant
from any obligation hereunder, as an additional but not exclusive remedy, make any such payment or perform
any such obligation, and all reasonable sums so paid by the Issuer or the Trustee and all necessary incidental
reasonable costs and expenses (including, without limitation, reasonable attorney's fees and expenses)
incurred by the Issuer or the Trustee in performing such obligations shall be deemed Additional Rent and shall
be paid to the Issuer or the Trustee on demand, and if not so paid by the Tenant, the Issuer or the Trustee shall
have the same rights and remedies provided for in Section 12.2 hereof in the case of default by the Tenant in
the payment of Basic Rent.
Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the Issuer
and the Tenant hereunder shall be construed as cumulative and continuing rights. No one of them shall be
exhausted by the exercise thereof on one or more occasions. The Issuer and the Tenant shall each be entitled
to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of
the provisions of this Lease, notwithstanding availability of an adequate remedy at law, and each party hereby
waives the right to raise such defense in any proceeding in equity.
Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or agreement herein
contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver
of any breach of any other covenant or agreement, and in case of a breach by the Tenant of any covenant,
agreement or undertaking by the Tenant, the Issuer or the Trustee may nevertheless accept from the Tenant
any payment or payments hereunder without in any way waiving the Issuer's right to exercise any of its rights
and remedies provided for herein with respect to any such breach or breaches of the Tenant which were in
existence at the time such payment or payments were accepted by the Issuer or the Trustee.
ARTICLE XIII
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease.
(a) The Tenant shall have the right to assign, transfer or dispose of this Lease or any interest
therein or part thereof, with the prior written consent of the Issuer (not to be unreasonably withheld
conditioned or delayed), for any lawful purpose under the Act. Notwithstanding the foregoing sentence, the
Tenant shall have the right to assign this Lease to an entity taking assignment of the Development Agreement
in accordance with Section 11.5(b) of the Development Agreement without further consent of the Issuer. With
respect to any assignment, the Tenant shall comply with the following conditions:
-25-
(1) Such assignment shall be in writing, duly executed and acknowledged by the
assignor and in proper form for recording;
(2) Such assignment shall include the entire then unexpired term of this Lease;
(3) A duplicate original of such assignment shall be delivered to the Issuer and the
Trustee within ten (10) days after the execution thereof, together with an assumption agreement, duly
executed and acknowledged by the assignee in proper form for recording, by which the assignee shall
assume all of the terms, covenants and conditions of this Lease on the part of the Tenant to be
performed and observed;
(4) At the time of any such assignment there shall be no damage or destruction to the
Project which has not been repaired, restored and replaced in accordance with the provisions of this
Lease, unless any funds then held by the Tenant for the purposes of such repair, restoration and
replacement are simultaneously transferred to the assignee; and
(5) Issuer shall be satisfied that the assignee has the financial resources to perform its
obligations this Lease.
Upon the satisfaction of the conditions set forth herein, the assignor shall be relieved of all further
liability occurring on and after the effective date of such assignment.
(b) The Tenant shall have the right to sublet all or any part of the Project to one or more entities
in the normal course of Tenant's business for any lawful purpose under the Act, including the operation of the
Project Site as a sports complex. No sublease of the Project shall release or discharge the Tenant from its
primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of
each and all of the covenants and agreements herein contained, and its duties and obligations under this Lease
shall continue as if no such sublease had been made.
Section 13.2. Assignment of Revenues by Issuer. The Issuer shall assign and pledge any rents,
revenues and receipts receivable under this Lease (except for the Unassigned Rights), to the Trustee pursuant
to the Indenture as security for payment of the principal of, interest and premium, if any, on the Bonds and
the Tenant hereby consents to such pledge and assignment.
Section 133. Prohibition Against Fee Mortgage of Project. The Issuer shall not mortgage its
fee interest in the Project, but may assign its interest in and pledge any moneys receivable under this Lease to
the Trustee pursuant to the Indenture as security for payment of the principal of and interest on the Bonds.
Section 13.4. Restrictions on Sale or Encumbrance of Project by Issuer. During this Lease
Term, the Issuer agrees that, except to secure the Bonds to be issued pursuant to the Indenture, it will not sell,
assign, encumber, mortgage, transfer or convey the Project or any interest therein.
ARTICLE XIV
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 14.1. Amendments, Changes and Modifications. Except as otherwise provided in this
Lease or in the Indenture, subsequent to the issuance of Bonds and prior to the payment in full of the Bonds
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(or provision for the payment thereof having been made in accordance with the provisions of the Indenture),
this Lease may not be effectively amended, changed, modified, altered or terminated without the prior written
consent of the Trustee, given in accordance with the provisions of the Indenture.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices. All notices, certificates or other communications required or desired to be
given hereunder shall be in writing and shall be deemed duly given when (i) mailed by registered or certified
mail, postage prepaid, or (ii) sent by overnight delivery or other delivery service which requires written
acknowledgment of receipt by the addressee, addressed as provided in Section 1403 of the Indenture.
Any notice or demand hereunder shall be deemed given when received. Any notice or demand which
is rejected, the acceptance of delivery of which is refused or which is incapable of being delivered during
normal business hours at the address specified herein or such other address designated pursuant hereto shall
be deemed received as of the date of the attempted delivery. A duplicate copy of each notice, certificate or
other communication given hereunder by either the Issuer or the Tenant to the other shall also be given to the
Trustee and the Lender, if any, if such Lender has provided Issuer and Tenant, in writing, a current address
for notification purposes. The Issuer, the Tenant, the Lender, if any, and the Trustee may from time to time
designate, by notice given hereunder to the others of such parties, such other address to which subsequent
notices, certificates or other communications shall be sent. Any notice of default given to Tenant hereunder
must include a statement that Tenant's failure to cure said default and/or rescind its automatic exercise of the
option will result in an automatic exercise of the option to purchase by Tenant under Article XI hereof.
Section 15.2. Issuer Shall Not Unreasonably Withhold Consents and Approvals. Wherever in
this Lease it is provided that the Issuer shall, may or must give its approval or consent, or execute supplemental
agreements or schedules, the Issuer shall not unreasonably, arbitrarily or unnecessarily withhold or refuse to
give such approvals or consents or refuse to execute such supplemental agreements or schedules, unless such
consent is to be given in the Issuer's sole discretion.
Section 15.3. Net Lease. The parties hereto agree (a) that this Lease shall be deemed and
construed to be a net lease, (b) that the payments of Basic Rent are designed to provide the Issuer and the
Trustee funds adequate in amount to pay all principal of and interest accruing on the Bonds as the same
become due and payable, and (c) that if after the principal of and interest on the Bonds and all fees, expenses
and costs incident to the payment of the Bonds have been paid in full the Trustee or the Issuer holds
unexpended funds received in accordance with the terms hereof for payment of Basic Rent such unexpended
funds shall, after payment therefrom of all sums then due and owing by the Tenant under the terms of this
Lease, and except as otherwise provided in this Lease and the Indenture, become the absolute property of and
be paid over forthwith to the Tenant.
Section 15.4. No Pecuniary Liability. No provision, covenant or agreement contained in this
Lease, the Indenture or the Bonds, or any obligation herein or therein imposed upon the Issuer, or the breach
thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability or a charge upon the
general credit or taxing powers of the City of Riverside, Missouri or the State of Missouri. Such limitation
shall not apply to any liability or charge directly resulting from the Issuer's breach of any provision, covenant
or agreement contained herein.
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Section 15.5. Governing Law. This Lease shall be construed in accordance with and governed
by the laws of the State of Missouri.
Section 15.6. Binding Effect. This Lease shall be binding upon and shall inure to the benefit of
the Issuer and the Tenant and their respective successors and assigns.
Section 15.7. Severability. If for any reason any provision of this Lease shall be determined to be
invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected
thereby.
Section 15.8. Execution in Counterparts. This Lease may be executed simultaneously in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the
same instrument.
Section 15.9. Electronic Storage. The parties agree that the transactions described herein may be
conducted and related documents may be received, sent or stored by electronic means. Copies, telecopies,
facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,
action or suit in the appropriate court of law.
Section 15.10. Satisfaction of Tenant's Obligations. Any obligation of the Tenant under this
Lease, including, but not limited to, the obligations of the Tenant to pay Basic Rent, Additional Rent and to
maintain insurance pursuant to Article VII, may be performed by a member of the Tenant, and such
performance by a member of the Tenant shall be treated as though the obligation were performed by the
Tenant.
[The remainder of this page left intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their
respective corporate names and their respective corporate seals to be hereunto affixed and attested by their
duly authorized officers, all as of the date first above written.
CITY OF RIVERSIDE, MISSOURI
Mayor
(Seal)
ATTEST:
By:
City Clerk
Lease Agreement S-1
Riverside MO - Soccer Complex Project - Parcel B
KC WFC TRAINING, LLC,
a Kansas limited liability company
By:
Name: Angie K. Long
Title: Authorized Signatory
Lease Agreement S-2
Riverside MO - Soccer Complex Project - Parcel B
GUARANTEE WITH RESPECT TO LEASE OBLIGATIONS
In consideration of the agreement by the City of Riverside, Missouri (the "Issuer"), to enter into
the foregoing Lease Agreement (the "Lease") with KC WFC Training, LLC, a Kansas limited liability
company (the "Tenant"), the undersigned hereby jointly and severally unconditionally guarantee to the
Issuer and its elected officials, officers, and employees, the full and prompt performance of the obligations
of the Tenant under the Lease. Unless released in writing by the City, this guarantee shall survive any
assignment of the Lease to a new Tenant.
ANGIE K. LONG
CHRIS [**_**] LONG
Lease Agreement
Riverside MO - Soccer Complex Project - Parcel B
S-3
EXHIBIT A
PROJECT SITE
Parcel B:
[**Lot 2, RIVERSIDE SOCCER, a subdivision in the City of Riverside, Platte County,
Missouri.**]
A-1
EXHIBIT B
PROJECT IMPROVEMENTS
The Project Improvements include a portion of a soccer complex including an "Academy Building"
of approximately 2,900 square feet housing locker rooms and meeting rooms to be used for academy and
youth soccer training programs [**add additional detail**], four
[**describe size and type**] soccer fields with artificial turf
[**describe additional detail"], and associated infrastructure and amenities,
including
IN
EXHIBIT C
[FORM OF REQUISITION CERTIFICATE]
Requisition No.
Date:
REQUISITION CERTIFICATE
TO: UMB BANK, N.A., AS TRUSTEE UNDER A TRUST INDENTURE DATED AS OF JUNE 1,
2023, BETWEEN THE CITY OF RIVERSIDE, MISSOURI, AND THE TRUSTEE, AND LEASE
AGREEMENT DATED AS OF JUNE 1, 2023, BETWEEN THE CITY OF RIVERSIDE,
MISSOURI, AND KC WFC TRAINING, LLC
Pursuant to Section 503 of the Trust Indenture dated as of June 1, 2023 (the "Indenture") relating
to the City of Riverside, Missouri, Taxable Industrial Revenue Bonds (Soccer Complex Project - Parcel B),
Series 2023 (the "Bonds"), and Section 4.4 of the Lease Agreement dated as of June 1, 2023 (the "Lease"),
between the City of Riverside, Missouri, and KC WFC Training, LLC, the undersigned Authorized Tenant
Representative hereby requests payment of Project Costs in accordance with this request, and hereby
certifies as follows:
Capitalized terms not defined herein shall have the meanings set forth in the Indenture and the
Lease.
1. This Requisition Certificate is for the following types of costs, as described under Section
4.4 of the Lease (check only one):
□ costs of issuing the Bonds included in the Closing Price under Section 4.4(a) of the Lease;
□ Project Costs incurred prior to the issuance of the Bonds under Section 4.4(b) of the Lease
(deemed deposit, no transfer of funds to be made);
□ Project Costs to be paid by transfer of funds to the Project Fund from the Escrowed Project
Fund under Section 4.4(c) of the Lease; or
□ Project Costs to be paid by transfer of City Equity Installment to the Project Fund under
Section 4.4(e) of the Lease (this option may be selected only if no funds remain in the
Escrowed Project Fund).
2. The Trustee is requested and directed to pay Project Costs from amounts on deposit in or
transferred to the Project Fund (or deemed to be), as described in the appropriate subsection of Section 4.4
of the Lease designated above, said Project Costs to be paid in such amounts, to such payees and for such
purposes as set forth on Schedule 1 hereto.
3. The amounts requested are or were necessary and appropriate in connection with the
purchase, construction, installation and improvement of the Project, have been properly incurred and are a
proper charge against the Project Fund, and have been paid by the Tenant or are justly due to the Persons
whose names and addresses are stated on Schedule 1, and have not been the basis of any previous
requisition from the Project Fund.
C-1
4. As of this date, except for the amounts referred to above, to the best of my knowledge there
are no outstanding disputed statements for which payment is requested for labor, wages, materials, supplies
or services in connection with the purchase, construction, installation and improvement of the Project
which, if unpaid, might become the basis of a vendors', mechanics', laborers' or materialmen's statutory
or similar lien upon the Project or any part thereof.
5. Lien waivers for costs for which payment is hereby requested have been received and are
attached.
6. The Authorized Tenant Representative hereby (i) certifies they have reviewed any wire
instructions set forth herein to confirm such wire instructions are accurate, and (ii) agrees they will not seek
recourse from the Trustee as a result of losses incurred by it for making the disbursement in accordance
herewith.
KC WFC TRAINING, LLC,
a Kansas limited liability company,
By:
Name: Angie K. Long
Title: Authorized Tenant Representative
Approved:
CITY OF RIVERSIDE, MISSOURI
By:
Name:
Title: Authorized Issuer Representative
C-2
SCHEDULE I TO REQUISITION CERTIFICATE
Amount Payee and Address Description
$9,342,000
AGGREGATE MAXIMUM PRINCIPAL AMOUNT
CITY OF RIVERSIDE, MISSOURI
TAXABLE INDUSTRIAL REVENUE BONDS
(SOCCER COMPLEX PROJECT - PARCEL B)
SERIES 2023
Dated June 1, 2023
BOND PURCHASE AGREEMENT
City of Riverside, Missouri
2950 N.W. Vivion Road
Riverside, Missouri 64150
On the basis of the representations, and covenants and upon the terms and conditions contained in
this Bond Purchase Agreement (the "Agreement"), KC WFC Training, LLC, a Kansas limited liability
company (the "Purchaser"), offers to purchase from the City of Riverside, Missouri (the "Issuer"), the
above -referenced Taxable Industrial Revenue Bonds, dated as provided in the Indenture (hereinafter defined),
in the maximum aggregate principal amount of $9,342,000 (the "Bonds"), to be issued by the Issuer, under
and pursuant to an ordinance adopted by the governing body of the Issuer on June 20, 2023 (the "Ordinance")
and a Trust Indenture dated as of June 1, 2023 (the "Indenture"), by and between the Issuer and UMB Bank,
N.A., a national banking association authorized to accept and execute trusts of the character herein set forth
under the laws of the State of Missouri, with a corporate trust office located in Kansas City, Missouri, as
Trustee (the "Trustee").
SECTION 1. REPRESENTATIONS AND AGREEMENTS
By the Issuer's acceptance hereof, the Issuer hereby represents to the Purchaser that:
(a) The Issuer is a fourth-class city duly organized and existing under the laws of the
State of Missouri. The Issuer is authorized pursuant to the Constitution and laws of the State of
Missouri, to authorize, issue and deliver the Bonds and to consummate all transactions contemplated
by this Bond Purchase Agreement, the Ordinance, the Indenture, the Lease Agreement dated as of
June 1, 2023 (the "Lease Agreement"), by and between the Issuer and KC WFC Training, LLC, a
Kansas limited liability company (the "Tenant"), and any and all other agreements relating thereto.
The Bonds shall be used to provide tax abatement for the Project as defined in the Indenture.
(b) There is no controversy, suit or other proceeding of any kind pending or threatened
wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any
way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to
their respective offices, or the legality of any official act leading up to the issuance of the Bonds or
the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the
Bonds, the Lease Agreement, the Indenture or this Bond Purchase Agreement.
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BOND
On the basis of the representations and covenants contained herein and in the other agreements
referred to herein, and subject to the terms and conditions herein set forth and in the Indenture, the Purchaser
agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the Bonds on the terms and
conditions set forth herein.
The Bonds shall be sold to the Purchaser by the Issuer on the Closing Date (hereinafter defined) upon
payment of an amount equal to the Closing Price (hereinafter defined), which amount shall be deposited in
the Project Fund as provided in Section 502 of the Indenture and shall thereafter on the Closing Date
immediately be applied to the payment of costs of issuing the Bond. From time to time after the Closing Date,
the Purchaser may make additional payments with respect to the Bonds ("Additional Payments") to the
Trustee under the Indenture, which Additional Payments may be paid from the Escrowed Project Fund or the
City Equity Installments and shall be deposited in the Project Fund and applied to the payment of Project
Costs and the outstanding principal amount of the Bonds shall increase by each such Additional Payment;
provided that the sum of the Closing Price and all such Additional Payments shall not, in the aggregate, exceed
$9,342,000.
As used herein, the term "Closing Date" shall mean the date mutually agreed upon by the Issuer and
the Purchaser and reflected in the closing certificates executed in connection with the issuance of the Bond;
the term "Closing Price" shall mean $
The Bonds shall be issued under and secured as provided in the Ordinance and in the Indenture and
the Lease Agreement authorized thereby and the Bonds shall have the maturity, interest rate and shall be
subject to redemption as set forth therein. The delivery of the Bonds shall be made in definitive form as a
fully registered bond in the maximum aggregate principal denomination of $9,342,000; provided, that the
principal amount of the Bonds outstanding at any time shall be that amount recorded in the official bond
registration records of the Trustee and further provided that interest shall be payable on the Bonds only on the
outstanding principal amount of the Bonds, as more fully provided in the Indenture.
The Tenant agrees to indemnify and hold harmless the Issuer and the Trustee, including any member,
officer, official or employee of the Issuer or of the Trustee within the meaning of Section 15 of the Securities
Act of 1933, as amended (collectively, the "Indemnified Parties"), against any and all losses, claims,
damages, liabilities or expenses whatsoever caused by any violation or failure to comply with any federal or
state securities laws in connection with the Bond; provided, however, the indemnification contained in this
paragraph shall not extend to such Indemnified Party if such loss, claim, damage, liability or expense is (a)
the result of the Indemnified Party's negligence or willful misconduct, or (b) the Indemnified Party is not
following the written instructions of the Tenant or the Owner of the Bond.
In case any action shall be brought against one or more of the Indemnified Parties based upon the
foregoing indemnification and in respect of which indemnity may be sought against the Tenant, the
Indemnified Parties shall promptly notify the Tenant in writing and the Tenant shall promptly assume the
defense thereof, including the employment of counsel, the payment of all reasonable expenses and the right
to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to
employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless employment
-2-
of such counsel has been specifically authorized in writing by the Tenant. The Tenant shall not be liable for
any settlement of any such action effected without its consent by any of the Indemnified Parties, but if settled
with the consent of the Tenant or if there be a final judgment for the plaintiff in any such action against the
Tenant or any of the Indemnified Parties, with or without the consent of the Tenant, the Tenant agrees to
indemnify and hold harmless the Indemnified Parties to the extent provided herein.
SECTION 3. CONDITIONS TO THE PURCHASER'S OBLIGATIONS
The Purchaser's obligations hereunder shall be subject to the due performance by the Issuer of the
Issuer's obligations and agreements to be performed hereunder on or prior to the Closing Date and to the
accuracy of and compliance with the Issuer's representations contained herein, as of the date hereof and as of
the Closing Date, and are also subject to the following conditions:
(a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly
executed copy of the Ordinance, the Indenture, the Lease Agreement and the Bond Purchase
Agreement and any other instrument contemplated thereby shall be in full force and effect and shall
not have been modified or changed except as may have been agreed to in writing by the Purchaser.
(b) The Issuer shall confirm on the Closing Date by a certificate that at and as of the
Closing Date the Issuer has taken all action necessary to issue the Bonds and that there is no
controversy, suit or other proceeding of any kind pending or threatened wherein any question is raised
affecting in any way the legal organization of the Issuer or the legality of any official act shown to
have been done in the transcript of proceedings leading up to the issuance of the Bond, or the
constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds
or any proceedings in relation to the issuance or sale thereof. The form and substance of such
certificate shall be satisfactory to the Purchaser and the Tenant.
(c) Receipt by the Purchaser and the Tenant of an approving opinion from Gilmore &
Bell, P.C., in form and substance satisfactory to the Purchaser and the Tenant.
SECTION 4. THE PURCHASER'S RIGHT TO CANCEL
The Purchaser shall have the right to cancel its obligation hereunder to purchase the Bonds by
notifying the Issuer in writing sent by first class mail, facsimile or reputable overnight delivery service, of its
election to make such cancellation at any time prior to the Closing Date.
SECTION 5. CONDITIONS OF OBLIGATIONS
The obligations of the parties hereto are subject to the receipt of the approving opinion of Gilmore &
Bell, P.C., Bond Counsel, with respect to the validity of the authorization and issuance of the Bond.
SECTION 6. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY
All of the representations and agreements by either party shall remain operative and in full force and
effect, and shall survive delivery of the Bonds to the Purchaser.
-3-
SECTION 7. PAYMENT OF EXPENSES
The Tenant shall pay all reasonable expenses and costs to effect the authorization, preparation,
issuance, delivery and sale of the Bond.
SECTION 8. NOTICE
Any notice or other communication to be given to the Issuer or the Tenant under this Agreement may
be given by mailing or delivering the same in writing as provided in the Indenture; and any notice or other
communication to be given to the Purchaser under this Agreement may be given by delivering the same in
writing to Purchaser at the notice address set out in the Indenture.
SECTION 9. APPLICABLE LAW; ASSIGNABILITY
This Bond Purchase Agreement shall be governed by the laws of the State of Missouri and may be
assigned by the Purchaser with the written consent of the Issuer.
SECTION 10. EXECUTION OF COUNTERPARTS
This Bond Purchase Agreement may be executed in several counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same document.
[The remainder of this page is left intentionally blank]
-4-
Very truly yours,
PURCHASER:
KC WFC TRAINING, LLC,
a Kansas limited liability company,
By:
Name: Angie K. Long
Title: Authorized Signatory
Accepted and Agreed to as of the Closing Date.
TENANT:
KC WFC TRAINING, LLC,
a Kansas limited liability company,
By:
Name: Angie K. Long
Title: Authorized Signatory
Bond Purchase Agreement S-1
Riverside MO - Soccer Complex Project — Parcel B
Accepted and Agreed as of the Closing Date.
ISSUER:
CITY OF RIVERSIDE, MISSOURI
By: Kathleen L. Rose
Mayor
(Seal)
ATTEST:
City Clerk
Bond Purchase Agreement S-2
Riverside MO - Soccer Complex Project — Parcel B
CITY OF RIVERSIDE, MISSOURI
UMB BANK, N.A.
As Trustee
TRUST INDENTURE
Dated as of June 1, 2023
Relating to:
$9,342,000
(Aggregate Maximum Principal Amount)
City of Riverside, Missouri
Taxable Industrial Revenue Bonds
(Soccer Complex Project - Parcel B)
Series 2023
TRUST INDENTURE
TABLE OF CONTENTS
Page
Parties.................................................................................................................................... 1
Recitals................................................................................................................................... 1
Granting Clauses..................................................................................................................... 1
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms.............................................................................3
Section 102. Rules of Interpretation............................................................................................6
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds......................................................................................7
Section 202. Nature of Obligation...............................................................................................7
Section 203. Denomination, Number and Dating of Bonds............................................................7
Section 204. Method and Place of Payment of Bond....................................................................7
Section 205. Execution and Authentication of Bonds....................................................................8
Section 206. Registration, Transfer and Exchange of Bonds.........................................................9
Section 207. Persons Deemed Owners of Bonds........................................................................10
Section 208. Authorization of the Bonds.....................................................................................10
Section 209. [Reserved]............................................................................................................11
Section 210. Mutilated, Lost, Stolen or Destroyed Bonds..............................................................11
Section 211. Cancellation and Destruction of Bonds Upon Payment..............................................12
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally..............................................................................12
Section 302. Redemption of Bonds.............................................................................................12
Section 303. Effect of Call for Redemption..................................................................................12
Section 304. Notice of Redemption.............................................................................................12
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally......................................................................................................13
(i)
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Project Fund and Escrowed Project Fund......................................................13
Section 502. Deposits into the Project Fund and Escrowed Project Fund..............................................13
Section 503. Disbursements from the Project Fund and Escrowed Project Fund....................................13
Section 504. Completion of the Project...............................................................................................14
Section 505. Disposition Upon Acceleration........................................................................................14
ARTICLE VI
REVENUES AND FUNDS
Section 601. Creation of the Bond Fund............................................................................................14
Section 602. Deposits Into the Bond Fund.........................................................................................14
Section 603. Application of Moneys in the Bond Fund........................................................................14
Section 604. Payments Due on Saturdays, Sundays and Holidays......................................................15
Section 605. Nonpresentment of Bonds.............................................................................................15
Section 606. Repayment to the Tenant from the Bond Fund................................................................15
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust...........................................................................................16
Section 702. Investment of Moneys..................................................................................................16
Section703. Record Keeping...........................................................................................................16
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest.................................................................................16
Section 802. Authority to Execute Indenture and Issue Bonds............................................................17
Section 803. Performance of Covenants..........................................................................................17
Section 804. Instruments of Further Assurance................................................................................17
Section 805. Payment of Taxes and Charges...................................................................................17
Section 806. Insurance..................................................................................................................17
Section 807. Maintenance and Repair.............................................................................................17
Section 808. Recordings and Filings...............................................................................................17
Section 809. Inspection of Project Books.........................................................................................17
Section 810. Enforcement of Rights Under the Lease.......................................................................18
Section 811. Subordination of Indenture to the Lease.......................................................................18
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default; Notice; Opportunity to Cure..............................................................18
Section 902. Acceleration of Maturity in Event of Default..................................................................19
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession......19
Section 904. Appointment of Receivers in Event of Default................................................................19
Section 905. Exercise of Remedies by the Trustee...........................................................................19
Section 906. Limitation on Exercise of Remedies by Bondowners......................................................20
Section 907. Right of Bondowners to Direct Proceedings..................................................................20
Section 908. Application of Moneys in Event of Default.....................................................................21
Section 909. Remedies Cumulative..................................................................................................22
Section 910. Waivers of Events of Default........................................................................................22
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts...........................................................................................22
Section 1002. Fees, Charges and Expenses of the Trustee...............................................................25
Section 1003. Notice to Bondowners if Default Occurs......................................................................25
Section 1004. Intervention by the Trustee.........................................................................................25
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale...............................................26
Section 1006. Resignation of Trustee...............................................................................................26
Section 1007. Removal of Trustee....................................................................................................26
Section 1008. Appointment of Successor Trustee..............................................................................26
Section 1009. Vesting of Trusts in Successor Trustee........................................................................26
Section 1010. Right of Trustee to Pay Taxes and Other Charges.........................................................26
Section 1011. Trust Estate May be Vested in Co-trustee.....................................................................27
Section 1012. Annual Accounting.....................................................................................................27
Section 1013. Performance of Duties Under the Lease.......................................................................27
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section l l01. Supplemental Indentures Not Requiring Consent of Bondowners.....................................28
Section 1102. Supplemental Indentures Requiring Consent of Bondowners.........................................28
Section 1103. Tenant's Consent to Supplemental Indentures...............................................................28
Section l 104. Opinion of Counsel.....................................................................................................29
ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Bondowners ........................................29
Section 1202. Supplemental Leases Requiring Consent of Bondowners ..............................................29
Section 1203. Opinions of Counsel...................................................................................................29
ARTICLE XHI
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture ................................................................30
Section 1302. Bonds Deemed to be Paid...........................................................................................30
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Bondowners....................................31
Section 1402. Limitation of Rights Under this Indenture................................................31
Section1403. Notices.................................................................................................31
Section1404. Severability...........................................................................................32
Section 1405. Execution in Counterparts.....................................................................32
Section 1406. Governing Law.....................................................................................33
Section 1407. Electronic Storage................................................................................33
Signaturesand Seals.................................................................................................S-1
(iv)
TRUST INDENTURE
THIS TRUST INDENTURE dated as of June 1, 2023 (the "Indenture"), between the CITY OF
RIVERSIDE, MISSOURI, a fourth-class city duly organized and validly existing under the laws of the
State of Missouri (the "Issuer"), and UMB BANK, N.A., a national banking association duly organized
and validly existing under the laws of the United States of America and authorized to accept and execute
trusts of the character herein set forth under the laws of the State of Missouri, with a corporate trust office
located in Kansas City, Missouri, as Trustee (the "Trustee");
WITNESSETH:
WHEREAS, the Issuer 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 corporations for manufacturing, commercial, warehousing and industrial development
purposes upon such terms and conditions as the Issuer deem advisable;
WHEREAS, pursuant to the Act, the governing body of the Issuer has heretofore passed an ordinance
(the "Ordinance") on June 20, 2023, authorizing the Issuer to issue its Taxable Industrial Revenue Bonds
(Soccer Complex Project - Parcel B), Series 2023, in the maximum principal amount of $9,342,000 (the
"Bonds"), for the purpose of acquiring, constructing, installing and improving a portion of a soccer complex
including an "Academy Building" of approximately 2,900 square feet, four soccer fields, and associated
infrastructure and amenities, as more fully described on Exhibit B to the Lease (defined below) (the
"Project"), and authorizing the Issuer to lease the Project to the Tenant;
WHEREAS, pursuant to the Ordinance, the Issuer is authorized to execute and deliver this Indenture
for the purpose of issuing and securing the Bonds and to enter into the Lease Agreement of even date herewith
(the "Lease"), with the Tenant under which the Issuer, as lessor, will acquire, purchase, construct and install
the Project and will lease the Project to the Tenant, as lessee, in consideration of rentals which will be sufficient
to pay the principal of and interest on the Bonds and to make certain other payments; and
WHEREAS, all things necessary to make the Bonds, when authenticated by the Trustee and issued
as provided in this Indenture, the valid and legally binding obligations of the Issuer, and to constitute this
Indenture a valid and legally binding pledge and assignment of the Trust Estate herein made for the security
of the payment of the principal of and interest on the Bonds, have been done and performed, and the execution
and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof, have
in all respects been duly authorized;
NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH:
GRANTING CLAUSES
That the Issuer, in consideration of the premises, the acceptance by the Trustee of the trusts hereby
created, the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable
consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal
of and interest on all of the Bonds issued and outstanding under this Indenture from time to time according to
their tenor and effect, and to secure the performance and observance by the Issuer of all the covenants,
agreements and conditions herein and in the Bonds contained, does hereby pledge and assign to the Trustee
and its successors and assigns forever (subject to the proviso set forth in the following paragraph), the property
described in paragraphs (a), (b) and (c) below (said property being herein referred to as the "Trust Estate"),
to -wit:
(a) All right, title and interest in and to the Project together with the tenements,
hereditaments, appurtenances, rights, privileges and immunities thereunto belonging or appertaining;
(b) All right, title and interest of the Issuer in, to and under the Lease, excluding the
Unassigned Rights, and all rents, revenues and receipts derived by the Issuer from the Project
including, without limitation, all rentals and other amounts to be received by the Issuer and paid by
the Tenant under and pursuant to and subject to the provisions of the Lease (with the exception of the
Unassigned Rights); and
(c) All moneys and securities from time to time held by the Trustee under the terms of
this Indenture, and any and all other real or personal property of every kind and nature from time to
time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for
additional security hereunder by the Issuer or by anyone in its behalf, or with its written consent, to
the Trustee, which is hereby authorized to receive any and all such property at any and all times and
to hold and apply the same subject to the terms hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges hereby
pledged and assigned or agreed or intended so to be, to the Trustee and its successors and assigns forever;
IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, for the
equal and proportionate benefit, protection and security of all Owners from time to time of the Bonds
outstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of any of
the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture;
PROVIDED, HOWEVER, that if the Issuer shall well and truly pay, or cause to be paid, the
principal of and interest on the Bonds, at the time and in the manner mentioned in the Bonds, according to the
true intent and meaning thereof, or shall provide for the payment thereof (as provided in Article XHI hereof),
and shall pay or cause to be paid to the Trustee all other sums of money due or to become due to it in
accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights
thereby granted shall cease, determine and be void; otherwise, this Indenture shall be and remain in full force
and effect.
THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared, covenanted
and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued,
authenticated and delivered and that all the Trust Estate is to be held and applied under, upon and subject to
the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed,
and the Issuer does hereby agree and covenant with the Trustee and with the respective Owners from time to
time of the Bonds or coupons, as follows:
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ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms defined in
Section 1.1 of the Lease, which definitions shall be deemed to be incorporated herein, and terms defined
elsewhere in this Indenture, the following words and terms as used in this Indenture shall have the following
meanings, unless some other meaning is plainly intended:
"Authorized Issuer Representative" means the Mayor, City Administrator, Finance Director,
Community Development Director, City Clerk or such other person at the time designated to act on behalf of
the Issuer as evidenced by written certificate furnished to the Tenant and the Trustee containing the specimen
signature of such person and signed on behalf of the Issuer by its Mayor. Such certificate may designate an
alternate or alternates each of whom shall be entitled to perform all duties of the Authorized Issuer
Representative.
"Authorized Tenant Representative" means the person at the time designated to act on behalf of
the Tenant as evidenced by written certificate furnished to the Issuer and the Trustee containing the specimen
signature of such person and signed on behalf of the Tenant by authorized officers. Such certificate may
designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized
Tenant Representative.
"Bond" or "Bonds" means the Taxable Industrial Revenue Bonds (Soccer Complex Project - Parcel
B), Series 2023, in the maximum principal amount of $9,342,000, issued pursuant to Section 208 of this
Indenture.
"Bond Fund" means "City of Riverside, Missouri, Taxable Industrial Revenue Bond Fund — Soccer
Complex Project - Parcel B, Series 2023" created in Section 601 of this Indenture.
"Bondowner" means the registered owner of any Bond, as recorded in the books maintained by the
Trustee for registration and transfer of the Bonds.
"Bond Purchase Agreement" means the agreement by that name with respect to the Bonds by and
between the Issuer and the purchaser identified therein.
"Business Day" shall mean a day which is not (a) a Saturday, Sunday or any other day on which
the Issuer or banking institutions in New York, New York, or cities in which the principal payment or other
designated corporate office of the Trustee is located are required or authorized to close or (b) a day on
which the New York Stock Exchange is closed.
"Closing Price" shall mean an amount advanced by the Tenant as the first installment of purchase
price of the Bond, in the amount set forth in the Bond Purchase Agreement.
"Completion Date" means the date of execution of the certificate required pursuant to Section 504
hereof.
"Cumulative Outstanding Principal Amount" means an amount equal to the aggregate of all
amounts paid into the Project Fund in accordance with the provisions of this Indenture, the Bond Purchase
Agreement and the Lease, as reflected in the bond registration records maintained by the Trustee or in the
Table of Cumulative Outstanding Principal Amount set forth in the form of Bond in Section 401 hereof.
"Escrowed Project Fund" means "City of Riverside, Missouri, Escrowed Project Fund — Soccer
Complex Project - Parcel B, Series 2023" created in Section 501 of this Indenture.
"Event of Default" means, with respect to this Indenture, any Event of Default as defined in Section
901 hereof, and with respect to the Lease, any Event of Default as described in Section 12.1 of the Lease.
"Fund" or "Funds" means, individually and collectively (as applicable), the Project Fund, the
Escrowed Project Fund, and the Bond Fund.
"Government Securities" means direct obligations of, or obligations the payment of principal of
and interest on which are unconditionally guaranteed by, the United States of America.
"Indenture" means this Trust Indenture, as from time to time amended and supplemented by
Supplemental Indentures in accordance with the provisions of Article XI hereof.
"Investment Securities" means any of the following securities:
(a) any bonds or other obligations which as to principal and interest constitute direct
obligations of, or are unconditionally guaranteed by, the United States of America, including
obligations of any of the federal agencies set forth in clause (b) below to the extent they are
unconditionally guaranteed by the United States of America;
(b) obligations of the Federal Financing Bank, the Federal Intermediate Credit
Corporation, Federal Banks for Cooperatives, Federal Land Banks, and the Farmers Home
Administration;
(c) direct and general obligations of any state of the United States of America, to the
payment of the principal of and interest on which the full faith and credit of such state is pledged,
provided that at the time of their purchase under this Indenture such obligations are rated in either of
the two highest rating categories by a nationally -recognized bond rating agency; or
(d) certificates of deposit or U.S. dollar denominated deposit account, whether
negotiable or nonnegotiable, issued by any financial institution organized under the laws of any state
of the United States of America or under the laws of the United States of America (including the
Trustee), provided that such certificates of deposit or U.S. dollar denominated deposit account shall
be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2)
continuously and fully secured by such securities as are described above in clauses (a) through (c),
inclusive, which shall have a market value (exclusive of accrued interest) at all times at least equal to
the principal amount of such certificates of deposit and shall be lodged with the Trustee or a custodian
bank, trust company or national banking association. The bank, trust company or national banking
association holding each such certificate of deposit required to be so secured shall furnish the Trustee
written evidence satisfactory to it that the aggregate market value of all such obligations securing
each such certificate of deposit will at all times be an amount at least equal to the principal amount of
each such certificate of deposit and the Trustee shall be entitled to rely on each such undertaking.
"Issuer" means the City of Riverside, Missouri, a fourth-class city organized and existing under the
laws of the State of Missouri, and its successors and assigns.
4
"Lease" means the Lease Agreement dated as of June 1, 2023, between the Issuer, as Lessor, and the
Tenant, as Lessee, as from time to time amended and supplemented by Supplemental Leases in accordance
with the provisions thereof and of Article XH of this Indenture.
"Lender" means any financial institution or lender providing financing to Tenant and its successors
or assigns secured by a Leasehold Mortgage (as defined in the Lease) from Tenant to Lender with respect to
the Project.
"Maturity Date" means December 1, 2033.
"Outstanding," when used with reference to Bonds, means, as of a particular date, all Bonds
theretofore authenticated and delivered, except:
(a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1302 hereof,
and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and
delivered pursuant to this Indenture.
"Owner" shall have the same meaning as Bondowner.
"Paying Agent" means the Trustee and any other bank or trust company designated by this Indenture
as paying agent for the Bonds at which the principal of or interest on the Bonds shall be payable.
"Project" means the project referred to in the recitals of this Indenture, including the Project Site and
the Project Improvements, and all additions, modifications, improvements, replacements and substitutions
made to the Project pursuant to the Lease as they may at any time exist.
"Project Costs" means all costs of acquisition, purchase, construction, and improvement of the
Project, including the following:
(a) all costs and expenses necessary or incident to the acquisition of any Project
Improvements located on the Project Site at the execution of the Lease and which the Tenant conveys
to the Issuer;
(b) fees and expenses of architects, appraisers, surveyors and engineers for estimates,
surveys, soil borings and soil tests and other preliminary investigations and items necessary to the
commencement of acquisition, purchase, construction, and improvement, preparation of plans,
drawings and specifications and supervision of construction and renovation, as well as for the
performance of all other duties of architects, appraisers, surveyors and engineers in relation to the
acquisition, purchase, construction, and improvement of the Project or the issuance of the Bonds;
(c) all costs and expenses of every nature incurred in the purchase, construction, and
improvement of the Project Improvements and otherwise improving the Project Site, including the
actual cost of labor and materials as payable to contractors, builders and materialmen in connection
with the acquisition, purchase, construction, and improvement of the Project;
(d) reasonable expenses of administration, supervision and inspection properly
chargeable to the Project, underwriting expenses, legal fees and expenses, fees and expenses of
accountants and other consultants, publication and printing expenses, and initial fees and expenses of
the Trustee to the extent that said fees and expenses are necessary or incident to the issuance and sale
of the Bonds or the acquisition, purchase, construction, and improvement of the Project;
(e) all other items of expense not elsewhere specified in this definition as may be
necessary or incident to: (1) the authorization, issuance and sale of the Bonds; (2) the acquisition,
purchase, construction, and improvement of the Project; and (3) the financing thereof; and
(f) reimbursement to the Tenant or those acting for it for any of the above enumerated
costs and expenses incurred and paid by them before or after the execution of the Lease;
"Project Fund" means "City of Riverside, Missouri, Project Fund — Soccer Complex Project - Parcel
B, Series 2023" created in Section 501 of this Indenture.
"Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture
entered into by the Issuer and the Trustee pursuant to Article XI hereof.
"Supplemental Lease" means any supplement or amendment to the Lease entered into pursuant to
Article XII hereof.
assigns.
"Tenant" means KC WFC Training, LLC, a Kansas limited liability company, and its successors or
"Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture.
"Trustee" means UMB Bank, N.A., a national banking association duly organized and validly
existing under the laws of the United States of America and authorized to accept and execute trusts of the
character herein set forth under the laws of the State of Missouri, in its capacity as trustee hereunder, and its
successor or successors and any other corporation which at the time may be substituted in its place pursuant
to and at the time serving as Trustee under this Indenture.
"Unassigned Rights" means the Issuer's rights (a) to receive moneys for its own account, including
but not limited to the City Equity Buyout Payments, (b) to indemnification and to protection from liabilities
by insurance policies required by the Lease, (c) to provide any consent or approval under the Lease, and (d)
to enforce any provision of the Lease relating to the completion, condition or use of the Project or any
payments in lieu of tax required by the Lease with respect to the Project.
Section 102. Rules of Interpretation.
(a) Unless the context shall otherwise indicate, the words importing the singular number shall
include the plural and vice versa, and words importing persons shall include firms, associations and
corporations, including public bodies, as well as natural persons.
6
(b) Wherever in this Indenture it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the
case may be, such act or obligation.
(c) All references in this instrument to designated "Articles," "Sections" and other subdivisions
are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this instrument as
originally executed. The words "herein," "hereof," "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or subdivision.
(d) The Table of Contents and the Article and Section headings of this Indenture shall not be
treated as a part of this Indenture or as affecting the true meaning of the provisions hereof.
ARTICLE H
THE BONDS
Section 201. Title and Amount of Bonds. No Bonds may be issued under this Indenture except
in accordance with the provisions of this Article. The Bonds authorized to be issued under this Indenture shall
be designated as "City of Riverside, Missouri Taxable Industrial Revenue Bond (Soccer Complex Project -
Parcel B), Series 2023." The aggregate maximum total principal amount of Bonds that may be issued
hereunder is hereby expressly limited to $9,342,000.
Section 202. Nature of Obligation. The Bonds and the interest thereon shall be special
obligations of the Issuer payable solely out of the rents, revenues and receipts derived by the Issuer from the
Project (with the exception of the Unassigned Rights, which are not pledged to the repayment of the Bonds)
and not from any other fund or source of the Issuer, and are secured by a pledge and assignment of the Trust
Estate to the Trustee in favor of the Owners of the Bonds, as provided in this Indenture. The Bonds and the
interest thereon shall 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.
Section 203. Denomination, Number and Dating of Bonds.
(a) The Bonds shall be 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 $9,342,000.
The Bond shall be substantially in the form hereinafter set forth in Article IV of this Indenture.
(b) The Bond shall be dated by the Trustee as of the date of initial delivery thereof as provided
herein. If the Bond is at any time thereafter transferred, any Bond replacing such Bond shall be dated as of
the date of authentication thereof.
Section 204. Method and Place of Payment of Bond.
(a) The principal of and interest on the Bond shall be payable in any coin or currency of the
United States of America which on the respective dates of payment thereof is legal tender for payment of
public and private debts.
(b) Payment of the principal of the Bond shall be made upon the presentation and surrender of
such Bond at the payment office of any Paying Agent named in the Bond; provided, that so long as the Tenant
is the sole Bondowner, the Trustee shall make payments of principal on such Bond by internal bank transfer
or by wire transfer to an account at a commercial bank or savings institution designated in writing by such
Bondowner and located in the continental United States; provided, further, that upon any payment by internal
bank transfer or by wire transfer of principal on such Bond, the Trustee shall record the amount of such
principal payment on the registration books for the Bonds maintained by the Trustee on behalf of the Issuer.
If the Bond is presented to the Trustee together with such payment, the Trustee may enter the amount of such
principal payment on the Table of Cumulative Outstanding Principal Amount on the Bond. Notwithstanding
the foregoing, the registration books maintained by the Trustee shall be the official record of the Cumulative
Outstanding Principal Amount on the Bond at any time, and the Bondowner is not required to present the
Bond for action by the Trustee, as bond registrar, with each payment of principal on the Bond. Payment of
the interest on the Bond shall be made by the Trustee on each interest payment date to the person appearing
on the registration books of the Issuer hereinafter provided for as the registered owner thereof on the fifteenth
day (whether or not a Business Day) of the calendar month next preceding such interest payment date by
check or draft mailed to such registered owner at such owner's address as it appears on such registration books.
In the event that the Tenant is the sole Bondowner, the Trustee is authorized to make interest payments on
such Bond by internal bank transfer or by wire transfer to an account at a commercial bank or savings
institution designated in writing by such Bondowner and located in the continental United States. In addition,
at the written request of any registered owner of Bonds in the aggregate principal amount of at least $500,000,
the principal and interest on this Bond shall be paid by electronic transfer to such owner upon written notice
to the Trustee from such owner containing the electronic transfer instructions to which such owner wishes to
have such transfer directed and such written notice is given by such owner to the Trustee not less than the
fifteenth day (whether or not a Business Day) of the calendar month next preceding such interest payment
date. Any such written notice for electronic transfer shall be signed by such owner and shall include the name
of the bank (which shall be in the continental United States), its address, its ABA routing number and the
name, number and contact name related to such owner's account at such bank to which the payment is to be
credited.
(c) The Bond shall be deemed paid in full upon the presentation and surrender of the Bond to
the Trustee together with a written direction of the Bondowner to cancel the Bond.
(d) If the Tenant is the sole Bondowner, then the Tenant may set-off (by book entry or other
reasonable means) its obligations to the Issuer as lessee under the Lease to pay Basic Rent or against the
Issuer's obligations to the Tenant as the Bondholder under this Indenture. The Trustee may conclusively rely
on the absence of any notice from the Tenant to the contrary as evidence that such set-off has occurred. On
the final payment date, the Tenant may deliver to the Trustee for cancellation the Bonds and the Tenant shall
receive a credit against the Basic Rent payable by the Company under Section 5.1 of the Lease in an amount
equal to the remaining principal on the Bond so tendered for cancellation plus accrued interest thereon.
(e) Under no circumstances shall a payment of principal of or interest on the Bond be due or
payable to an entity that is not at the time the Tenant. All such payments shall be set-off, as described in the
prior subsection, unless the Issuer consents in writing to the termination of such set-off procedures.
Section 205. Execution and Authentication of Bonds.
(a) The Bond shall be executed on behalf of the Issuer by the manual or facsimile signature of
its Mayor and attested by the manual or facsimile signature of its City Clerk, and shall have the corporate seal
of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof
appears on the Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile
thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in
office until delivery. Any Bond may be signed by such persons as at the actual time of the execution of such
Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not
have been such officers.
(b) The Bond shall have endorsed thereon a Certificate of Authentication substantially in the
form set forth in Section 401 hereof, which shall be manually executed by the Trustee. No Bond shall be
entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purposes unless
and until such Certificate of Authentication shall have been duly executed by the Trustee. Such executed
Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Indenture. The Certificate of Authentication on any Bond shall be
deemed to have been duly executed if signed by any authorized officer or employee of the Trustee.
Section 206. Registration, Transfer and Exchange of Bonds.
(a) The Trustee shall keep books for the registration and for the transfer of Bonds held by
Bondowners as provided in this Indenture.
(b) The Bond may be transferred only upon the books kept for the registration and transfer of
Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly
executed by the registered owner or such owner's attorney or legal representative, in such form as shall be
satisfactory to the Trustee. The Bond has not been registered under the Securities Act of 1933, as amended,
or any state securities law, and except as otherwise permitted by this Section, the Bond may not be transferred
unless (i) the Issuer consents in writing to such transfer, and (ii) and the Issuer and the Trustee are furnished
a written legal opinion from counsel acceptable to the Trustee, the Issuer and the Tenant, to the effect that
such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any
applicable state securities law. The Bond may be transferred to any successor to the Tenant or any entity
owned or under common ownership with the Tenant, as Lessee under the Lease without the necessity of
obtaining the Issuer's consent or such an opinion. In connection with any such transfer ofthe Bond the Trustee
shall receive an executed representation letter signed by the proposed assignee containing substantially the
same representations contained in the representation letter delivered to the Trustee from the Owner upon the
initial issuance of the Bond. Upon any such transfer, the Issuer shall execute and the Trustee shall authenticate
and deliver in exchange for such Bond a new fully registered Bond or Bonds, registered in the name of the
transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal
amount equal to the outstanding principal amount of such Bond, of the same maturity and bearing interest at
the same rate.
(c) In all cases in which Bonds shall be exchanged or transferred hereunder the provisions of any
legend restrictions on the Bonds shall be complied with and the Issuer shall execute and the Trustee shall
authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this
Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be cancelled by the Trustee.
The Issuer or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such
exchange or transfer, and such charge shall be paid before any such new Bond shall be delivered. Neither the
Issuer nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days
immediately preceding an interest payment date on the Bonds or, in the case of any proposed redemption of
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Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such
Bonds or any portion thereof has been selected for redemption.
In the event any registered owner fails to provide a correct taxpayer identification number to the
Trustee, the Trustee may impose a charge against such registered owner sufficient to pay any governmental
charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue
Code, such amount may be deducted by the Trustee from amounts otherwise payable to such registered owner
hereunder or under the Bonds.
Section 207. Persons Deemed Owners of Bonds. As to any Bond, the person in whose name
the same shall be registered as shown on the bond registration books required by Section 206 hereof shall be
deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the
principal of and interest on any such Bond shall be made only to or upon the order of the registered owner
thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such bond, including the interest thereon, to the extent of the sum or sums so paid.
Section 208. Authorization of the Bonds.
(a) There shall be issued and secured by this Indenture a series of Bonds in the aggregate
maximum principal amount of $9,342,000 for the purpose of providing funds for paying the costs of the
Project, which Bonds shall be designated "City of Riverside, Missouri Taxable Industrial Revenue Bond
(Soccer Complex Project - Parcel B), Series 2023." The Bonds shall be dated as provided in Section 203(b)
hereof, shall become due on the Maturity Date (subject to prior redemption as hereinafter provided in Article
III) and shall bear interest as specified in Section 208(e) hereof, payable on the dates specified in Section
208(e) hereof.
(b) The Trustee is hereby designated as the Issuer's Paying Agent for the payment of the
principal of and interest on the Bonds.
(c) The Bond shall be executed without material variance from the form and in manner set forth
in Article IV hereof and delivered to the Trustee for authentication, but prior to or simultaneously with the
authentication and delivery of the Bond by the Trustee, there shall be filed with the Trustee electronic copies
of the following:
(1) An original or certified copy of the ordinance passed by the governing body of the
Issuer on June 20, 2023, authorizing the issuance of the Bonds and the execution of this Indenture
and the Lease;
(2) An original executed counterpart of this Indenture;
(3) Original executed counterparts of the Lease;
(4) A request and authorization to the Trustee on behalf of the Issuer, executed by the
Authorized Issuer Representative, to authenticate the Bond and deliver the same to the purchaser
identified in the Bond Purchase Agreement upon payment to the Trustee, for the account of the Issuer,
of the purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled
to conclusively rely upon such request and authorization as to names of the purchaser and the amount
of such purchase price;
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(5) An opinion of counsel nationally recognized on the subject of municipal bonds to
the effect that the Bonds constitute valid and legally binding obligations of the Issuer; and
(6) Evidence of insurance coverage as required by Article VII of the Lease.
(d) When the documents specified in subsection (c) of this Section shall have been filed with the
Trustee, and when the Bond shall have been executed and authenticated as required by this Indenture, the
Trustee shall deliver the Bond to or upon the order of the purchaser thereof, but only upon payment to the
Trustee of the purchase price of the Bond, as specified in the Bond Purchase Agreement. The proceeds of the
sale of the Bonds shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such
proceeds as provided in Article V hereof.
(e) The Bond shall bear interest at the rate of 5.0% per annum on the Cumulative Outstanding
Principal Amount of the Bond, and such interest shall be payable in arrears on the Maturity Date or upon
earlier redemption prior to said date in accordance with Article III, and, if the Bond is not paid in full on the
Maturity Date, 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 calculated on the basis of a year
of 360 days consisting of twelve months of 30 days each. Principal shall be payable at maturity unless
redeemed prior to said date in accordance with Article III.
(f) The Series 2023 Bond shall be held by the Trustee in trust, unless otherwise directed in
writing by the Owner. If the Bonds are held by the Trustee, the Trustee shall, upon any change, send a
revised copy of the Table of Cumulative Outstanding Principal Amount via facsimile or other electronic
means to the Owner, the Tenant (if not the Owner) and the Issuer. Absent manifest error, the amounts
shown on the Table of Cumulative Outstanding Principal Amount as noted by the Trustee shall be conclusive
evidence of the principal amount Outstanding or paid on the Bonds.
(g) Following the initial issuance and delivery of the Bonds, the Tenant may submit additional
requisition certificates in accordance with Section 4.4 of the Lease, and the Trustee shall endorse the Bonds
in the amounts and as otherwise described in Section 4.4 of the Lease. The date of each principal amount
advanced shall be the later of the date of receipt of the applicable requisition certificate by the Trustee or
the date of the actual disbursement, if any, from the Project Fund. The Trustee shall keep a record of the
total requisitions submitted, and shall notify the Issuer if the requisitions submitted exceed the maximum
Cumulative Outstanding Principal Amount of the Bonds permitted hereunder.
Section 209. [Reserved].
Section 210. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond shall become
mutilated, or be lost, stolen or destroyed, the Issuer shall execute and the Trustee shall authenticate and deliver
a new Bond of like series, date and tenor as the Bond mutilated lost, stolen or destroyed; provided that, in the
case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of
any lost, stolen or destroyed Bond, there shall be first furnished to the Issuer and the Trustee evidence of such
loss, theft or destruction satisfactory to the Issuer and the Trustee, together with indemnity satisfactory to
them. In the event any such Bond shall have matured, instead of issuing a substitute Bond, the Issuer and the
Trustee may require the payment of an amount sufficient to reimburse the Issuer and the Trustee for any tax
or other governmental charge that may be imposed in relation thereto and any other reasonable fees and
expenses incurred in connection therewith.
Section 211. Cancellation and Destruction of Bonds Upon Payment.
(a) All Bonds which have been paid or redeemed or which the Trustee has purchased or which
have otherwise been surrendered to the Trustee under this Indenture, either at or before maturity shall be
cancelled by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the
surrender thereof to the Trustee.
(b) All Bonds cancelled under any of the provisions of this Indenture shall be destroyed by the
Trustee. The Trustee shall execute a certificate in triplicate describing the Bonds so destroyed, and shall file
executed counterparts of such certificate with the Issuer and the Tenant.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally. The Bonds shall be subject to redemption prior
to maturity in accordance with the terms and provisions set forth in this Article.
Section 302. Redemption of Bonds. The Bonds shall be subject to redemption and payment in
whole or in part, as follows:
(a) At any time prior to the stated maturity thereof, by the Issuer, at the option of and upon instructions
from the Tenant, at a price equal to the par value thereof, plus accrued interest thereon, without premium or
penalty, to the date of payment.
(b) At any time prior to the stated maturity thereof, to the extent amounts are deposited into the Bond
Fund in accordance with Section 602 hereof, at a price equal to the par value thereof, plus accrued interest
thereon, without premium or penalty, to the date of payment.
Section 303. Effect of Call for Redemption. Prior to or on the date fixed for redemption, funds
or non -callable Government Securities shall be placed with the Trustee which are sufficient to pay the Bonds
called for redemption and accrued interest thereon, if any, to the redemption date. Upon the happening of the
above conditions and appropriate written notice having been given, the Bonds or the portions of the principal
amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, and
shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be
Outstanding under the provisions of this Indenture.
Section 304. Notice of Redemption. In the event the Bonds are to be called for redemption as
provided in Section 302(a) or (b) hereof, the Tenant 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 Section 302(a) or (b) hereof at
least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the
Owner 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.
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ARTICLE IV
FORM OF BONDS
Section 401. Form Generally. The Bond and the Trustee's Certificate of Authentication to be
endorsed thereon shall be issued in substantially the forms set forth in Exhibit A attached hereto. The Bonds
may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any
applicable rules and regulations of any governmental authority or any custom, usage or requirements of law
with respect thereto.
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Project Fund and Escrowed Project Fund. There is hereby created
and ordered to be established in the custody of the Trustee (a) a special trust fund in the name of the Issuer to
be designated the "City of Riverside, Missouri, Project Fund — Soccer Complex Project - Parcel B, Series
2023" (herein called the "Project Fund"), and (b) a special trust fund in the name of the Issuer to be
designated the "City of Riverside, Missouri, Escrowed Project Fund — Soccer Complex Project - Parcel B,
Series 2023" (herein called the "Escrowed Project Fund").
Section 502. Deposits into the Project Fund and Escrowed Project Fund. The Closing Price
and all Additional Payments under the Bond Purchase Agreement (whether funded from the Escrowed Project
Fund or the City Equity Installments), when received, shall be deposited by the Trustee into the Project Fund.
Any money received by the Trustee from any other source for the purpose of acquisition, purchasing,
construction, and improving of the Project shall also be deposited into the Project Fund. The amount set out
in Section 4.4 of the Lease shall be deposited in the Escrowed Project Fund.
Section 503. Disbursements from the Project Fund and Escrowed Project Fund.
(a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of Project
Costs upon receipt of requisition certificates signed by the Tenant and approved by the Issuer, in accordance
with the provisions of Article IV of the Lease, and the Trustee hereby covenants and agrees to disburse such
moneys in accordance with such provisions. All disbursements from the Project Fund which are payable to
the Tenant shall be made by internal bank transfer or wire transfer as designated by the Tenant in writing to
the Trustee. The Trustee shall notify the registered owner of the Bonds by telephone when the Trustee is
prepared to disburse moneys pursuant to any requisition certificate. Any moneys received by the Trustee by
11:00 a.m. for deposit in the Project Fund for which the Trustee has received a requisition certificate shall be
disbursed from the Project Fund on the same Business Day. The Issuer agrees that it will not seek recourse
from the Trustee as a result of losses incurred by it for making the disbursement in accordance with the
disbursement direction contained in any requisition.
(b) In paying any requisition under this Section, the Trustee may rely conclusively as to the
completeness and accuracy of all statements in such requisition certificate if such requisition certificate is
signed by the Authorized Tenant Representative and the Authorized Issuer Representative, without inquiry or
investigation. It is understood that the Trustee shall not be required to make any inspections of the Project,
nor any improvements with respect thereto, make any provision to obtain completion bonds, mechanic's or
materialmen's lien releases or otherwise supervise the Project. The approval of each requisition certificate by
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the Authorized Tenant Representative and the Authorized Issuer Representative shall constitute, unto the
Trustee, an irrevocable determination that all conditions precedent to the payment of the specified amounts
from the Project Fund have been completed. A copy of each requisition certificate submitted to the Trustee
for payment under this Section shall be promptly provided by the Trustee to the Issuer.
(c) The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all
disbursements therefrom, and shall provide a statement of receipts and disbursements with respect thereto to
the Tenant on a monthly basis. After the Project has been completed and a certificate of payment of all costs
filed as provided in Section 504 hereof, the Trustee shall file a final statement of receipts and disbursements
with respect thereto with the Issuer and the Tenant.
(d) Amounts in the Escrowed Project Fund shall be transferred to the Project Fund in accordance
with Section 4.4 of the Lease and disbursed from the Project Fund in accordance with this Section.
Section 504. Completion of the Project. The completion of the Project and payment of all costs
and expenses incident thereto shall be evidenced by the filing with the Trustee of the certificate required by
the provisions of Section 4.5 of the Lease. Any balance remaining in the Project Fund and the Escrowed
Project Fund shall be transferred as set out in Section 4.6 of the Lease.
Section 505. Disposition Upon Acceleration. If the principal of the Bonds shall have become
due and payable pursuant to Section 902 of this Indenture, upon the date of payment by the Trustee of any
moneys due as hereinafter provided in Article IX provided, any balance remaining in the Project Fund and
the Escrowed Project Fund shall without further authorization be deposited in the Bond Fund by the Trustee
with advice to the Issuer and to the Tenant of such action.
ARTICLE VI
REVENUES AND FUNDS
Section 601. Creation of the Bond Fund. There is hereby created and ordered established in the
custody of the Trustee a special trust fund in the name of the Issuer to be designated the "City of Riverside,
Missouri, Taxable Industrial Revenue Bond Fund — Soccer Complex Project - Parcel B, Series 2023" (herein
called the "Bond Fund").
Section 602. Deposits Into the Bond Fund. The Trustee shall deposit into the Bond Fund, as
and when received, (a) all rent payments payable by the Tenant to the Issuer specified in Section 5.1 of the
Lease and amounts due under Section 5.2(a), (b), (c) or (f) of the Lease; (b) the balance of any Net Proceeds
(as defined in the Lease) of condemnation awards or insurance received by the Trustee pursuant to Article IX
of the Lease; and (c) all other moneys received by the Trustee under and pursuant to any of the provisions of
the Lease when accompanied by directions from the person depositing such moneys that such moneys are to
be paid into the Bond Fund, including, without limitation, amounts payable into the Bond Fund by the Issuer
pursuant to Section 801 hereof.
Section 603. Application of Moneys in the Bond Fund.
(a) Except as provided in Section 606 and Section 908 hereof or in Section 4.6(a) of the Lease,
moneys in the Bond Fund shall be expended solely for the payment of the principal of and the interest on the
Bonds as the same mature and become due or upon the redemption thereof prior to maturity; provided,
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however, that any amounts received by the Trustee as Additional Rent under Section 5.2 of the Lease and
deposited to the Bond Fund as provided in Section 602 above, shall be expended by the Trustee for such items
of Additional Rent as they are received or due without further authorization from the Issuer.
(b) The Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from the
Bond Fund to pay the principal of and the interest on the Bonds as the same become due and payable and to
make said funds so withdrawn available to the Paying Agent for the purpose of paying said principal and
interest.
(c) Whenever the amount in the Bond Fund from any source whatsoever is sufficient to redeem
all of the Bonds Outstanding and to pay interest to accrue thereon prior to such redemption, the Issuer
covenants and agrees, upon request of the Tenant, to take and cause to be taken the necessary steps to redeem
all such Bonds on the next succeeding redemption date for which the required redemption notice may be given
or on such later redemption date as may be specified by the Tenant. The Trustee may use any moneys in the
Bond Fund to redeem a part of the Bonds Outstanding in accordance with and to the extent permitted by
Article III hereof so long as the Tenant is not in default with respect to any payments under the Lease and to
the extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or
called for redemption and past due interest, if any, in all cases when such Bonds have not been represented
for payment.
Section 604. Payments Due on Saturdays, Sundays and Holidays. In any case where the date
of maturity of principal of or interest, if any, on the Bonds or the date fixed for redemption of any Bonds shall
be a Saturday, a Sunday or a legal holiday or a day on which banking institutions in the Issuer of payment are
authorized by law to close, then payment of principal or interest, if any, need not be made on such date but
may be made on the next succeeding Business Day not a Saturday, a Sunday or a legal holiday or a day upon
which banking institutions are authorized by law to close with the same force and effect as if made on the date
of maturity or the date fixed for redemption, and no interest, if any, shall continue to accrue for the period
after such date.
Section 605. Nonpresentment of Bonds. In the event any Bond shall not be presented for
payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for
redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all
liability of the Issuer to the Owner thereof for the payment of such Bond shall forthwith cease, determine and
be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without
liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted
exclusively to such fund or funds for any claim of whatever nature on his part under this Indenture or on, or
with respect to, said Bond. If any Bond shall not be presented for payment within one year following the date
when such Bond becomes due, whether by maturity or otherwise, the Trustee shall repay to the Tenant the
funds theretofore held by it for payment of such Bond, without liability for interest thereon, and such Bond
shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of
the Tenant, and the Owner thereof shall be entitled to look only to the Tenant for payment, and then only to
the extent of the amount so repaid, and the Tenant shall not be liable for any interest thereon and shall not be
regarded as a trustee of such money.
Section 606. Repayment to the Tenant from the Bond Fund. After payment in full of the
principal of and interest, if any, on the Bonds (or provision has been made for the payment thereof as provided
in this Indenture), and the fees, charges and expenses of the Trustee, the Issuer and any Paying Agent and any
other amounts required to be paid under this Indenture and the Lease, all amounts remaining in the Bond Fund
shall be paid to the Tenant upon the expiration or sooner termination of the Lease.
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ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for
account of the Bond Fund, the Escrowed Project Fund or the Project Fund under any provision of this
Indenture, and all moneys deposited with or paid to any Paying Agent under any provision of this Indenture,
shall be held by the Trustee or Paying Agent in trust and shall be applied only in accordance with the
provisions of this Indenture and the Lease, and, until used or applied as herein provided, shall constitute part
of the Trust Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under
any liability for interest or any moneys received hereunder except such as may be agreed upon in writing.
Section 702. Investment of Moneys. Moneys held in the Project Fund, the Escrowed Project
Fund and the Bond Fund shall, pursuant to written direction of the Tenant, signed by the Authorized Tenant
Representative, be separately invested and reinvested by the Trustee in Investment Securities which mature
or are subject to redemption by the owner prior to the date such funds will be needed. In the event the Tenant
fails to provide written directions concerning investment of moneys held in the Project Fund, the Escrowed
Project Fund and/or the Bond Fund, the Trustee shall hold such funds uninvested. Any Investment Securities
shall be held by or under the control of the Trustee and shall be deemed at all times a part of the fund in which
such moneys are originally held, and the interest accruing thereon and any profit realized from such
Investment Securities shall be credited to such fund, and any loss resulting from such Investment Securities
shall be charged to such fund. After the Trustee has notice pursuant to Section 1001(h) of this Indenture of
the existence of an Event of Default, the Trustee shall direct the investment of moneys in the Bond Fund, the
Escrowed Project Fund and the Project Fund. The Trustee shall sell and reduce to cash a sufficient amount
of such Investment Securities whenever the cash balance in any Fund is insufficient for the purposes of such
Fund. In determining the balance in any Fund, investments in such Fund shall be valued at the lower of their
original cost or their fair market value as of the most recent Payment Date. The Trustee may make any and
all investments permitted by the provisions of this Section through its own bond department or any affiliate
or short -tern investment department.
Section 703. Record Keeping. The Trustee shall maintain records designed to show compliance
with the provisions of this Article and with the provisions of Article VI for at least six years after the payment
of all of the Outstanding Bonds.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest. The Issuer covenants and agrees that it will,
but solely from the rents, revenues and receipts derived from the Project as described herein (but not including
its Unassigned Rights), deposit or cause to be deposited in the Bond Fund sufficient sums payable under the
Lease promptly to meet and pay the principal of and the interest on the Bonds as they become due and payable
at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and
meaning thereof. Nothing in this Indenture shall be construed as requiring the Issuer to operate the Project as
a business other than as lessor or to use any funds or revenues from any source other than funds and revenues
derived from the Project.
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Section 802. Authority to Execute Indenture and Issue Bonds. The Issuer covenants that it is
duly authorized under the Constitution and laws of the State of Missouri to execute this Indenture, to issue the
Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action
on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and
effectively taken; that the Bonds in the hands of the Owners thereof are and will be valid and enforceable
obligations of the Issuer according to the import thereof.
Section 803. Performance of Covenants. The Issuer covenants that it will faithfully perform at
all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the
Bonds and in all proceedings of its governing body pertaining thereto. The Trustee may take such action as
it deems appropriate to enforce all such covenants, undertaking, stipulations and provisions of the Issuer
hereunder.
Section 804. Instruments of Further Assurance. The Issuer covenants that it will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental
Indentures and such further acts, instruments, financing statements and other documents as the Trustee may
reasonably require for the better pledging and assigning unto the Trustee the property and revenues herein
described to the payment of the principal of and interest, if any, on the Bonds. The Issuer covenants and
agrees that, except as herein and in the Lease provided, it will not sell, convey, mortgage, encumber or
otherwise dispose of any part of the Project or the rents, revenues and receipts derived therefrom or from the
Lease, or of its rights under the Lease.
Section 805. Payment of Taxes and Charges. The Issuer represents that pursuant to the
provisions of Section 5.2 of the Lease, the Tenant has agreed to pay, as the same respectively become due, all
taxes, assessments and other governmental charges at any time lawfully levied or assessed upon or against the
Project or any part thereof.
Section 806. Insurance. The Issuer represents that pursuant to the provisions of Article VH of
the Lease, the Tenant has agreed at its own expense to keep the Project constantly insured to the extent
provided for therein.
Section 807. Maintenance and Repair. The Issuer represents that pursuant to the provisions of
Section 6.1 of the Lease, the Tenant has agreed at its own expense to cause the Project to be maintained and
kept in good condition, repair and working order, and that pursuant to Section 8.3 of the Lease the Tenant
may, at its own expense, make from time to time additions, changes and alterations to the Project under the
terms and conditions set forth therein.
Section 808. Recordings and Filings. The Issuer will cause this Indenture and all Supplemental
Indentures, the Lease and all Supplemental Leases and all appropriate financing statements and other security
instruments to be recorded and filed in such manner and in such places as may be required by law in order to
fully preserve and protect the security of the Owners of the Bonds and the rights of the Trustee hereunder.
The Issuer shall timely deliver a copy of the originally -filed financing statements to the Trustee. The Trustee
shall file UCC continuation statements, as needed. Unless the Trustee is otherwise notified in writing by the
Issuer, the Trustee may conclusively rely upon the originally -filed financing statement in filing any
continuation statements.
Section 809. Inspection of Project Books. The Issuer covenants and agrees that all books and
documents in its possession relating to the Project and the rents, revenues and receipts derived from the Project
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shall at all times be open to inspection by such accountants or other agencies as the Trustee may from time to
time designate.
Section 810. Enforcement of Rights Under the Lease. The Issuer covenants and agrees that it
shall enforce all of its rights and all of the obligations of the Tenant (at the expense of the Tenant) under the
Lease to the extent necessary to preserve the Project in good order and repair, and to protect the rights of the
Trustee and the Bondowners hereunder with respect to the pledge and assignment of the rents, revenues and
receipts coming due under the Lease; provided that, the Issuer and the Trustee, as its assignee, shall refrain
from enforcing any right or obligation (except for the Unassigned Rights) if so directed in writing by the
Owners of 100% of the Outstanding Bonds. The Issuer agrees that the Trustee, as assignee of the rentals and
other amounts to be received by the Issuer and paid by the Tenant under the Lease, or in its name or in the
name of the Issuer, may enforce all rights of the Issuer to receive such rentals and other amounts and all
obligations of the Tenant to pay such rentals and other amounts under and pursuant to the Lease for and on
behalf of the Bondowners, whether or not the Issuer is in default hereunder; provided that this sentence shall
not apply to any Unassigned Rights.
Section 811. Subordination of Indenture to the Lease. This Indenture and the rights and
privileges hereunder of the Trustee and the Owners of the Bonds are specifically made subject and subordinate
to the rights and privileges of the Tenant (as long as no default by the Tenant under the Lease is continuing
beyond any applicable cure or grace period) set forth in the Lease. So long as not otherwise provided in this
Indenture, the Tenant shall be suffered and permitted to possess, use and enjoy the Project and appurtenances
so as to carry out its obligations under the Lease. Nothing contained in this Section shall be interpreted as
eliminating, modifying or affecting in any manner the rights, privileges or immunities granted to the Trustee
in Article X hereof.
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default; Notice; Opportunity to Cure. If any of the following events
occur, it is hereby defined as and declared to be and to constitute an "Event of Default":
(a) Default in the due and punctual payment of the principal on any Bond, whether at
the stated maturity or accelerated maturity thereof, or at the date fixed for redemption thereof,
(b) Default in the due and punctual payment of the interest on any Bond, whether at the
stated maturity or accelerated maturity thereof, or at the date fixed for redemption thereof; or
(c) The occurrence of an Event of Default as specified in Section 12.1 of the Lease shall
have occurred.
No default specified above shall constitute an Event of Default under this Indenture until actual notice of
such default by registered or certified mail has been given by the Issuer, the Trustee or by the Owners of
25% in aggregate principal amount of all Bonds Outstanding to the Tenant, the Lender, if any, and the
Issuer, and the Tenant, Lender, if any, or the Issuer (as the case may be) has had 30 days after receipt of
such notice to correct said default or cause said default to be corrected and has not corrected said default or
caused said default to be corrected within such period; provided, however, (i) if any such default (other
than a default in the payment of any money) is such that it cannot be corrected within such period, it shall
18
not constitute an Event of Default if convective action is instituted by the Tenant, Lender, if any, or the
Issuer (as the case may be) within such period and diligently pursued until the default is corrected, and (ii)
no Event of Default under this Indenture (except for defaults related to Sections 5.2, 5.6, 7.3 and 10.5 of
the Lease Agreement or otherwise relating to the Unassigned Rights) shall be declared without the consent
of the Owners of the Bonds.
Section 902. Acceleration of Maturity in Event of Default. If an Event of Default shall have
occurred and be continuing, the Trustee may with the consent of the Lender, if any, and upon the written
request of the Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding or the
Lender, if any, shall, by notice in writing delivered to the Issuer and the Tenant, declare the principal of all
Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal
and interest shall thereupon become and be immediately due and payable.
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in
Possession. If an Event of Default shall have occurred and be continuing after the notice and cure period
described in Section 901 hereof elapses, the Issuer, upon demand of the Trustee, shall forthwith surrender the
possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take
possession of all or any part of the Trust Estate, together with the books, papers and accounts of the Issuer
pertaining thereto, and including the rights and the position of the Issuer under the Lease, and to hold, operate
and manage the same, and from time to time make all needful repairs and improvements as shall be deemed
wise by the Trustee; the Trustee may lease the Project or any part thereof, in the name and for account of the
Issuer, and collect, receive and sequester the rents, revenues and receipts therefrom, and out of the same and
any moneys received from any receiver of any part thereof pay, and set up proper reserves for the payment of
all proper costs and expenses of so taking, holding and managing the same, including without limitation
(a) reasonable compensation to the Trustee, his agents and counsel, and (b) any reasonable charges of the
Trustee hereunder, and (c) any taxes and assessments and other charges prior to the lien of this Indenture,
which the Trustee may deem it wise to pay, and (d) all expenses of such repairs and improvements, and the
Trustee shall apply the remainder of the moneys so received in accordance with the provisions of Section 908
hereof. Whenever all that is due upon the Bonds shall have been paid and all defaults made good, the Trustee
shall surrender possession of the Trust Estate to the Issuer, its successors or assigns, the same right of entry,
however, to exist upon any subsequent Event of Default. While in possession of such property, the Trustee
shall render annually to the Issuer and the Tenant a summarized statement of receipts and expenditures in
connection therewith.
Section 904. Appointment of Receivers in Event of Default. If an Event of Default shall have
occurred and be continuing, and upon the filing of a suit or other commencement of judicial proceedings to
enforce the rights of the Trustee and of the Bondowners under this Indenture, the Trustee shall be entitled, as
a matter of right, to the appointment of a receiver or receivers of the Trust Estate or any part thereof, pending
such proceedings, with such powers as the court making such appointment shall confer.
Section 905. Exercise of Remedies by the Trustee.
(a) Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy
at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of
interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and
obligations of the Issuer as herein set forth.
(b) If an Event of Default shall have occurred and be continuing after the notice and cure period
go
described in Section 901 hereof elapses, and if requested to do so by the Owners of 25% in aggregate principal
amount of Bonds then Outstanding and indemnified as provided in subsection (1) of Section 1001 hereof, the
Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article as
the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondowners.
(c) All rights of action under this Indenture or under any of the Bonds may be enforced by the
Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings
relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as
Trustee without necessity of joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of
judgment shall, subject to the provisions of Section 908 hereof, be for the equal benefit of all the Owners of
the Outstanding Bonds and coupons.
Section 906. Limitation on Exercise of Remedies by Bondowners. No Owner of any Bond
shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this
Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy
hereunder, unless (a) a default has occurred of which the Trustee has been notified as provided in subsection
(h) of Section 1001 or of which by said subsection the Trustee is deemed to have notice, (b) such default shall
have become an Event of Default, (c) the Owners of 25% in aggregate principal amount of Bonds then
Outstanding shall have made written request to the Trustee, shall have offered it reasonable opportunity either
to proceed and to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its
own name, and shall have offered to the Trustee indemnity as provided in subsection (1) of Section 1001, and
(d) the Trustee shall thereafter fail or refuse to exercise the powers herein granted or to institute such action,
suit or proceeding in its own name; such notification, request and offer of indemnity are hereby declared in
every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts
of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the
appointment of a receiver or for any other remedy hereunder it being understood and intended that no one or
more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice this
Indenture by their action or to enforce any right hereunder except in the manner herein provided, and that all
proceedings at law or equity shall be instituted, had and maintained in the manner herein provided and for the
equal benefit of the Owners of all Bonds then Outstanding. Nothing in this Indenture contained shall,
however, affect or impair the right of any Bondowner to payment of the principal of and interest on any Bond
at and after the maturity thereof or the obligation of the Issuer to pay the principal of and interest on each of
the Bonds issued hereunder to the respective Owners thereof at the time, place, from the source and in the
manner herein and in the Bonds expressed.
Section 907. Right of Bondowners to Direct Proceedings. Anything in this Indenture to the
contrary notwithstanding, the Owners of a majority in aggregate principal amount of Bonds then Outstanding
shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the
Trustee and the Issuer, to (i) direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a
receiver or any other proceedings hereunder, or (ii) direct the Trustee and the Issuer to refrain for such period
of time as such Owners may specify, from exercising any remedies available to the Trustee or Issuer under
this Indenture, the Lease (unless such remedy is being exercised to enforce a right accruing to the Trustee or
Issuer for its own account, such as Unassigned Rights, payments of Additional Rent and performance of
indemnity obligations) or applicable law; provided that such direction shall not be otherwise than in
accordance with the provisions of law and of this Indenture, including Section 1001(l) hereof; and, provided
further, that the Trustee shall have the right to decline to follow any such directions if the Trustee shall in good
faith determine, which may rely on an opinion of counsel, that the proceedings so directed would involve the
Trustee in personal liability.
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Section 908. Application of Moneys in Event of Default.
(a) All moneys received by the Trustee pursuant to any right given or action taken under the
provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the
collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee
(including any attorney's fees, costs and expenses), be deposited in the Bond Fund and all moneys so
deposited in the Bond Fund shall be applied as follows:
(1) Unless the principal of all the Bonds shall have become or shall have been declared
due and payable, all such moneys shall be applied:
FIRST -- To the payment to the persons entitled thereto of all installments of interest, if any,
then due and payable on the Bonds, in the order in which such installments of interest became due
and payable, and, if the amount available shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the amounts due on such installment, to the
persons entitled thereto, without any discrimination or privilege;
SECOND -- To the payment to the persons entitled thereto of the unpaid principal of any of
the Bonds which shall have become due and payable (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their
due dates, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular
date, together with such interest, then to the payment, ratably, according to the amount of principal
due on such date, to the persons entitled thereto without any discrimination or privilege;
(2) If the principal of all the Bonds shall have become due or shall have been declared
due and payable, all such moneys shall be applied to the payment of the principal and interest, if any,
then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of
interest over principal or of any installment of interest over any other installment of interest or of any
Bond over any other Bond, ratably, according to the amounts due respectively for principal and
interest, to the person entitled thereto, without any discrimination or privilege;
(3) If the principal of all the Bonds shall have been declared due and payable, and if
such declaration shall thereafter have been rescinded and annulled under the provisions of Section
910, then, subject to the provisions of subsection (2) of this Section in the event that the principal of
all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in
accordance with the provisions of subsection (1) of this Section.
(b) Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys
shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the
amount of such moneys available and which may become available for such application in the future.
Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be an interest payment date
unless it shall deem another date more suitable) upon which such application is to be made and upon such
date interest on the amounts of principal to be paid on such dates shall cease to accrue.
(c) Whenever all of the Bonds and interest thereon, if any, have been paid under the provisions
of this Section, and all fees, expenses and charges of the Issuer and the Paying Agent have been paid, any
balance remaining in the Bond Fund shall be paid to the Tenant as provided in Section 606 hereof.
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Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferred upon
or reserved to the Trustee or to the Bondowners is intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to
the Bondowners hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission
to exercise any right, power or remedy accruing upon any Event of Default shall impair any such right, power
or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein; every
such right, power or remedy may be exercised from time to time and as often as may be deemed expedient.
In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a
receiver, by entry, or otherwise, and such proceedings have been discontinued or abandoned for any reason,
or shall have been determined adversely, then and in every such case the Issuer, the Tenant, the Trustee and
the Bondowners shall be restored to their former positions and rights hereunder, and all rights, remedies and
powers of the Trustee shall continue as if no such proceedings had been taken.
Section 910. Waivers of Events of Default. The Trustee may in its discretion waive any Event
of Default hereunder (but not under the Lease) and its consequences and rescind any declaration of maturity
of principal of and interest, if any, on Bonds, and shall do so upon the written request of the Owners of at least
50% in aggregate principal amount of all the Bonds then Outstanding, provided, however, that there shall not
be waived without the consent of the Owners of all the Bonds Outstanding (a) any Event of Default in the
payment of the principal of any Outstanding Bonds when due (whether at the date of maturity or redemption
specified therein), or (b) any Event of Default in the payment when due of the interest on any such Bonds,
unless prior to such waiver or rescission, all arrears of interest, or all arrears of payments of principal when
due, as the case may be, and all reasonable fees, charges, costs and expenses of the Trustee and the Issuer, in
connection with such default, shall have been paid or provided for. In case of any such waiver or rescission,
or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued
or abandoned or determined adversely, then and in every such case the Issuer, the Tenant, the Trustee and the
Bondowners shall be restored to their former positions, rights and obligations hereunder, respectively, but no
such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent
thereon.
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it
by this Indenture, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts
under a corporate indenture, but only upon and subject to the following express terns and conditions, and no
implied covenants or obligations shall be read into this Indenture against the Trustee:
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. If any Event of Default shall have occurred and
be continuing, subject to Section 1001(1) below, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(b) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents, attorneys or receivers and shall not be responsible for any
misconduct or negligence on the part of any agent, attorney or receiver appointed or chosen by it with
22
due care, and the Trustee shall be entitled to act upon and may conclusively rely upon the opinion or
advice of counsel, who may be counsel to the Issuer or to the Tenant, concerning all matters of trust
hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such
agents, attorneys and receivers as may reasonably be employed in connection with the trusts hereof.
The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction
by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of counsel.
(c) Except as provided in the Lease and particularly Section 10.8 thereof, the Trustee
shall not be responsible for any recital herein or in the Bonds (except with respect to the Certificate
of Authentication of the Trustee endorsed on the Bonds), or for the recording or rerecording, filing or
refiling of this Indenture or any security agreement (other than continuation statements) in connection
therewith, or for insuring the Project or collecting any insurance moneys, or for the validity of the
execution by the Issuer of this Indenture or of any Supplemental Indentures or instruments of further
assurance, or for the sufficiency of the security of the Bonds. The Trustee shall not be responsible or
liable for any loss suffered in connection with any investment of funds made by it in accordance with
Article VII hereof.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated and
delivered hereunder. The Trustee, in its individual or any other capacity, may become the owner or
pledgee of Bonds with the same rights which it would have if it were not Trustee.
(e) The Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, affidavit, letter, telegram or other paper or document provided for under this Indenture believed
by it to be genuine and correct and to have been signed, presented or sent by the proper person or
persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or
consent of any person who, at the time of making such request or giving such authority or consent is
the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond
and upon Bonds issued in exchange therefor or upon transfer or in place thereof.
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of
any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the Authorized
Issuer Representative or Authorized Tenant Representative as sufficient evidence of the facts therein
contained, and prior to the occurrence of a default of which the Trustee has been notified as provided
in subsection (h) of this Section or of which by said subsection it is deemed to have notice, the Trustee
shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction
or action is necessary or expedient, but may at its discretion secure such further evidence deemed
necessary or advisable, but shall in no case be bound to secure the same.
(g) The permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or
willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any
default or Event of Default hereunder except failure by the Issuer to cause to be made any of the
payments to the Trustee required to be made in Article VI hereof, unless the Trustee shall be
23
specifically notified in writing of such default or Event of Default by the Issuer or by the Owners of
at least 25% in aggregate principal amount of all Bonds then Outstanding.
(i) At any and all reasonable times and subject to the Tenant's reasonable and standard
security procedures, the Trustee and its duly authorized agents, attorneys, experts, engineers,
accountants and representatives shall have the right, but shall not be required, to inspect any and all
of the Project, and all books, papers and records of the Issuer pertaining to the Project and the Bonds,
and to take such memoranda from and in regard thereto as may be desired. The Trustee shall treat all
proprietary information of the Tenant as confidential.
0) The Trustee shall not be required to give any bond or surety in respect to the
execution of its trusts and powers hereunder or otherwise in respect of the Project.
(k) The Trustee shall have the right, but shall not be required, to demand, in respect of
the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action
whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or
other information, or corporate action or evidence thereof, in addition to that by the terms hereof
required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing
the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or the taking of
any other action by the Trustee.
(1) Before taking any action under this Indenture, the Trustee may require that
satisfactory indemnity be furnished to it for the reimbursement of all costs and expenses to which it
may be put and to protect it against all liability which it may incur in or by reason of such action,
except liability which is adjudicated to have resulted from its negligence or willful misconduct by
reason of any action so taken.
(m) Notwithstanding any other provision of this Indenture to the contrary, any provision
intended to provide authority to act, right to payment of fees and expenses, protection, immunity and
indemnification to the Trustee shall be interpreted to include any action of the Trustee, whether it is
deemed to be in its capacity as Trustee, bond registrar or Paying Agent.
(n) The Trustee may elect not to proceed in accordance with the directions of the
Bondowners without incurring any liability to the Bondowners if, in the opinion of the Trustee, such
direction may result in environmental or other liability to the Trustee, in its individual capacity, for
which the Trustee has not received indemnity pursuant to this section from the Bondowners, and the
Trustee may rely conclusively upon an opinion of counsel in determining whether any action directed
by the Bondowners may result in such liability.
(o) The Trustee may inform the Bondowners of environmental hazards that the Trustee
has reason to believe exist, and the Trustee has the right to take no further action and, in such event
no fiduciary duty exists which imposes any obligation for further action with respect to the Trust
Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action
would materially and adversely subject the Trustee to environmental or other liability for which the
Trustee has not received indemnity pursuant to this section.
(p) The Trustee shall have no responsibility with respect to any information, statement
or recital in any official statement, offering memorandum or any other disclosure material prepared
24
or distributed with respect to the Bonds and shall have no responsibility for compliance with any state
or federal securities laws in connection with the Bonds.
(q) None of the provisions of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability
is not assured to it.
(r) In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces
beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services.
Section 1002. Fees, Charges and Expenses of the Trustee. The Trustee shall be entitled to
payment of and/or reimbursement for reasonable fees for its ordinary services rendered hereunder and all
advances, agent and counsel fees and other ordinary expenses reasonably and necessarily made or incurred
by the Trustee in connection with such ordinary services and, in the event that it should become necessary
that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor
and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided
that if such extraordinary services or extraordinary expenses are occasioned by the neglect or willful
misconduct of the Trustee, it shall not be entitled to compensation or reimbursement therefor. The Trustee
shall be entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as Paying
Agent for the Bonds. Pursuant to the provisions of Section 5.2 of the Lease, the Tenant has agreed to pay to
the Trustee all reasonable fees, charges and expenses of the Trustee under this Indenture. The Trustee agrees
that the Issuer shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the
Trustee agrees to look only to the Tenant for the payment of all reasonable fees, charges and expenses of the
Trustee and any Paying Agent as provided in the Lease. Upon the occurrence of an Event of Default and
during its continuance, the Trustee shall have a first lien with right of payment prior to payment on account
of principal of or interest on any Bond, upon all moneys in its possession under any provisions hereof for the
foregoing reasonable advances, fees, costs and expenses incurred. The Trustee's right to compensation and
indemnification shall survive the satisfaction and discharge of this Indenture or its resignation or removal
hereunder and payment in full of the Bonds.
Section 1003. Notice to Bondowners if Default Occurs. If an Event of Default occurs of which
the Trustee is by subsection (h) of Section 1001 hereof required to take notice or if notice of an Event of
Default be given as in said subsection (h) provided, then the Trustee shall give written notice thereof to the
last known Owners of all Bonds then Outstanding as shown by the bond registration books required by Section
206 to be kept at the principal office of the Trustee.
Section 1004. Intervention by the Trustee. In any judicial proceeding to which the Issuer is a
party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of
Owners of the Bonds, the Trustee may intervene on behalf of Bondowners and, subject to the provisions of
Section 1001(1) shall do so if requested in writing by the Owners of at least 25% of the aggregate principal
amount of Bonds then Outstanding.
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Section 1005. Successor Trustee Upon Merger, Consolidation or Sale. With the prior written
consent of the Issuer, any corporation or association into which the Trustee may be merged or converted or
with or into which it may be consolidated, or to which it may sell or transfer its corporate trust business and
assets as a whole or substantially as a whole, or any corporation or association resulting from any merger,
conversion, sale, consolidation or transfer to which it is a party, shall be and become successor Trustee
hereunder and shall be vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and
privileges hereunder as was its predecessor, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto.
Section 1006. Resignation of Trustee. The Trustee and any successor Trustee may at any time
resign from the trusts hereby created by giving 30 days' written notice to the Issuer, the Tenant and the
Bondowners, and such resignation shall take effect at the end of such 30 days, or upon the earlier appointment
of a successor Trustee by the Bondowners or by the Issuer.
Section 1007. Removal of Trustee. The Trustee may be removed at any time, with or without
cause, by an instrument or concurrent instruments in writing delivered to the Trustee, the Issuer and the Tenant
and signed by the Issuer.
Section 1008. Appointment of Successor Trustee. In case the Trustee hereunder shall resign or
be removed, or shall otherwise become incapable of acting hereunder, or in case it shall be taken under the
control of any public officer or officers or of a receiver appointed by a court, a successor Trustee reasonably
acceptable to the Issuer and the Tenant may be appointed by the Issuer, by an instrument executed and signed
by its Mayor and attested by its City Clerk under its seal. Every such Trustee appointed pursuant to the
provisions of this Section shall be a trust company or bank in good standing and qualified to accept such trust
having a reported capital, surplus and undivided profits of not less than $50,000,000. Should no temporary
or successor Trustee be appointed within thirty days following the date of the instrument of resignation or
removal, any Bondowner or the resigning or removed Trustee may petition a court of competent jurisdiction
for the appointment of a successor.
Section 1009. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the Tenant an
instrument in writing accepting such appointment hereunder, and thereupon such successor shall, without any
further act, deed or conveyance, become fully vested with all the trusts, powers, rights, obligations, duties,
remedies, immunities and privileges of its predecessor; but such predecessor shall, nevertheless, on the written
request of the Issuer, execute and deliver an instrument transferring to such successor Trustee all the trusts,
powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor hereunder; every
predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor,
and thereupon the obligations and duties of the predecessor Trustee hereunder shall cease and terminate.
Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and
certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and
privileges hereby vested in the predecessor, any and all such instruments in writing shall, on request and upon
the payment of the fees and expenses owed to the predecessor Trustee, be executed, acknowledged and
delivered by the Issuer.
Section 1010. Right of Trustee to Pay Taxes and Other Charges. In case any tax, assessment
or governmental or other charge upon, or insurance premium with respect to, any part of the Project is not
paid as required herein or in the Lease, the Trustee may pay such tax, assessment or governmental charge or
insurance premium, without prejudice, however, to any rights of the Trustee or the Bondowners hereunder
arising in consequence of such failure; any amount at any time so paid under this Section, with interest thereon
26
from the date of payment at the prime rate of the Trustee, plus 2%, shall become an additional obligation
secured by this Indenture, and the same shall be given a preference in payment over any payment of principal
of or interest on the Bonds, and shall be paid out of the proceeds of rents, revenues and receipts collected from
the Project, if not otherwise caused to be paid; but the Trustee shall be under no obligation to make any such
payment unless it shall have been requested to do so by the Owners of at least 25% of the aggregate principal
amount of Bonds then Outstanding and shall have been provided adequate funds for the purpose of such
payment.
Section 1011. Trust Estate Maybe Vested in Co -trustee.
(a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction
(including particularly the State of Missouri) denying or restricting the right of banking corporations or
associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under
this Indenture or the Lease, and in particular in case of the enforcement of either on default or in case the
Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the
powers, rights or remedies herein granted to the Trustee, or take any other action which may be desirable or
necessary in connection therewith, it may be necessary or desirable that the Trustee appoint an additional
individual or institution as a co -trustee or separate trustee, and the Trustee is hereby authorized to appoint
such co -trustee or separate trustee.
(b) In the event that the Trustee appoints an additional individual or institution as a co -trustee or
separate trustee (which appointment shall be subject to the approval of the Tenant), each and every remedy,
power, right, claim, demand, cause of action, immunity, title, interest and lien expressed or intended by this
Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co -trustee or separate
trustee but only to the extent necessary to enable such co -trustee or separate trustee to exercise such powers,
rights and remedies, and every covenant and obligation necessary to the exercise thereof by such co -trustee
or separate trustee shall run to and be enforceable by either of them.
(c) Should any deed, conveyance or instrument in writing from the Issuer be required by the co -
trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming
to such co -trustee such properties, rights, powers, trusts, duties and obligations, any and all such deeds,
conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the
Issuer.
(d) In case any co -trustee or separate trustee shall die, become incapable of acting, resign or be
removed, all the properties, rights, powers, trusts, duties and obligations of such co -trustee or separate trustee,
so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a successor
to such co -trustee or separate trustee.
Section 1012. Annual Accounting. The Trustee shall render an annual accounting to the Issuer,
the Tenant and to any Bondowner requesting the same and, upon the request of the Tenant or the Bondowner,
a monthly accounting to the Tenant and the Bondowner, showing in reasonable detail all financial transactions
relating to the Trust Estate during the accounting period and the balance in any funds or accounts created by
this Indenture as of the beginning and close of such accounting period.
Section 1013. Performance of Duties Under the Lease. The Trustee hereby accepts and agrees
to perform all duties and obligations specifically assigned to it under the Lease.
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ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Not Requiring Consent of Bondowners. The Issuer
and the Trustee may from time to time, without the consent of or notice to any of the Bondowners, enter into
such Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and
provisions hereof, for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Indenture, or to make any other
change not prejudicial to the Bondowners (in making such determination, the Trustee may rely conclusively
upon an opinion of counsel); or
(b) To more precisely identify the Project or to substitute or add additional property thereto.
Section 1102. Supplemental Indentures Requiring Consent of Bondowners.
(a) Exclusive of Supplemental Indentures covered by Section 1101 hereof and subject to the
terms and provisions contained in this Section, and not otherwise, the Owners of not less than 50% in
aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything
contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the
Issuer and the Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed
necessary and desirable by the Issuer for the purpose of modifying, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture;
provided, however, that without the consent of the Owners of 100% of the principal amount of the Bonds then
Outstanding, nothing in this Section contained shall permit or be construed as permitting (1) an extension of
the maturity or a shortening of the redemption date of the principal of or the interest, if any, on any Bond
issued hereunder, or (2) a reduction in the principal amount of any Bond or the rate of interest thereon, if any,
or (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (4) a reduction in the
aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental
Indenture.
(b) If at the time the Issuer shall request the Trustee to enter into any such Supplemental
Indenture for any of the purposes of this Section, the Trustee shall cause notice of the proposed execution of
such Supplemental Indenture to be mailed to each Bondowner as shown on the bond registration books
required by Section 206 hereof. Such notice shall briefly set forth the nature of the proposed Supplemental
Indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection
by all Bondowners. If within 60 days or such longer period as may be prescribed by the Issuer following the
mailing of such notice and except as provided in (a) above, the Owners of not less than 50% in aggregate
principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture
shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall
have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in
any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer
from executing the same or from taking any action pursuant to the provisions thereof. The Trustee shall not
be required to execute any Supplemental Indenture that adversely affects the Trustee's rights, duties or
immunities hereunder.
Section 1103. Tenant's Consent to Supplemental Indentures. Anything herein to the contrary
notwithstanding, a Supplemental Indenture under this Article which affects any rights of the Tenant shall not
28
become effective unless and until the Tenant shall have consented in writing to the execution and delivery of
such Supplemental Indenture. In this regard, the Trustee shall cause notice of the proposed execution and
delivery of any such Supplemental Indenture, together with a copy of the proposed Supplemental Indenture
to be mailed to the Tenant at least 15 days prior to the proposed date of execution and delivery of any such
Supplemental Indenture.
Section 1104. Opinion of Counsel. Prior to or contemporaneously with the execution of any
Supplemental Indenture by the Trustee, the Trustee shall receive any opinion of counsel nationally recognized
on the subject of municipal bonds to the effect that the provisions of such Supplemental Indenture are
authorized under this Indenture and the Act and will, upon execution and delivery thereof be valid and binding
upon the Issuer in accordance with its terms.
ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Bondowners. The Issuer and the
Trustee shall, without the consent of or notice to the Bondowners, consent to the execution of any
Supplemental Lease or Supplemental Leases by the Issuer and the Tenant as may be required (a) by the
provisions of the Lease and this Indenture, (b) for the purpose of curing any ambiguity or formal defect or
omission in the Lease, (c) so as to more precisely identify the Project or substitute or add additional property
thereto, or (d) in connection with any other change therein which, in the judgment of the Trustee, is not to the
material prejudice of the Trustee or the Bondowners (in making such determination, the Trustee may rely
upon an opinion of counsel).
Section 1202. Supplemental Leases Requiring Consent of Bondowners. Except for
Supplemental Leases as provided for in Section 1201 hereof, neither the Issuer nor the Trustee shall consent
to the execution of any Supplemental Lease or Supplemental Leases by the Issuer or the Tenant without the
mailing of notice and the obtaining of the written approval or consent of the Owners of not less than 50% in
aggregate principal amount of the Bonds at the time Outstanding given and obtained as provided in Section
1102 hereof. If at any time the Issuer and the Tenant shall request the consent of the Trustee to any such
proposed Supplemental Lease, the Trustee shall cause notice of such proposed Supplemental Lease to be
mailed in the same manner as provided in Section 1102 hereof with respect to Supplemental Indentures. Such
notice shall briefly set forth the nature of such proposed Supplemental Lease and shall state that copies of the
same are on file in the principal office of the Trustee for inspection by all Bondowners. The Trustee shall not
be obligated to consent to any Supplemental Lease which, in the judgment of the Trustee, is prejudicial to the
rights of the Trustee.
Section 1203. Opinions of Counsel. Prior to or contemporaneously with the consent by the Trustee
of execution of any Supplemental Lease, the Trustee shall receive an opinion of counsel nationally recognized
on the subject of municipal bonds to the effect that the provisions of such Supplemental Lease are authorized
under this Indenture, the Lease and the Act and will, upon execution and delivery thereof, be valid and binding
upon the Issuer in accordance with its terms and an opinion of counsel to the Tenant stating that such
Supplemental Lease will, upon execution and delivery thereof, be valid and binding upon the Tenant.
29
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture.
(a) When the principal of and interest on all the Bonds shall have been paid in accordance with
their terms or provision has been made for such payment, as provided in Section 1302 hereof, and provision
shall also be made for paying all other sums payable hereunder, including the reasonable fees and expenses
of the Trustee, the Issuer and Paying Agent to the date of retirement of the Bonds, then the right, title and
interest of the Trustee in respect hereof shall thereupon cease, determine and be void, and thereupon the
Trustee shall, upon receipt by the Trustee of an opinion of counsel stating that all conditions precedent to
satisfaction and discharge of this Indenture have been complied with, cancel, discharge and release this
Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and
discharge or release as shall be reasonably requested to evidence such release and the satisfaction and
discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this
Indenture which may then be in its possession, except amounts in the Bond Fund required to be paid to the
Tenant under Section 606 hereof and except funds or securities in which such funds are invested held by the
Trustee for the payment of the principal of and interest on the Bonds.
(b) The Issuer is hereby authorized to accept a certificate by the Trustee that the whole amount
of the principal and interest, if any, so due and payable upon all of the Bonds or coupons then Outstanding
has been paid or such payment provided for in accordance with Section 1302 hereof as evidence of satisfaction
of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its
records.
Section 1302. Bonds Deemed to be Paid.
(a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the
principal of and interest thereon to the due date thereof (whether such due date be by reason of maturity or
upon redemption as provided in this Indenture, or otherwise), either (1) shall have been made or caused to be
made in accordance with the terms thereof, or (2) shall have been provided for by depositing with the Trustee
in trust and irrevocably set aside exclusively for such payment (i) moneys sufficient to make such payment or
(ii) non -callable Government Securities maturing as to principal and interest in such amount and at such times
as will insure the availability of sufficient moneys to make such payment, and, in the case of Bonds which do
not mature or will not be redeemed within ninety days of the deposit of cash or non -callable Government
Securities, a verification report of a firm of independent certified public accountants as to the adequacy of the
amounts so deposited to fully pay the Bonds deemed to be paid. At such time as a Bond shall be deemed to
be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Indenture,
except for the purposes of such payment from such moneys or Government Securities.
(b) Notwithstanding the foregoing, in the case of Bonds which by their terms may be redeemed
prior to the stated maturities thereof, no deposit under clause (2) of the immediately preceding paragraph shall
be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to be redeemed prior
to their respective stated maturities, proper notice of such redemption shall have been given in accordance
with Article III of this Indenture or irrevocable instructions shall have been given to the Trustee to give such
notice.
30
(c) Notwithstanding any provision of any other section of this Indenture which may be contrary
to the provisions of this Section, all moneys or Government Securities set aside and held in trust pursuant to
the provisions of this Section for the payment of Bonds and coupons shall be applied to and used solely for
the payment of the particular Bonds and coupons, if any, with respect to which such moneys and Government
Securities have been so set aside in trust.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Bondowners. Any consent, request,
direction, approval, objection or other instrument required by this Indenture to be signed and executed by the
Bondowners may be in any number of concurrent writings of similar tenor and may be signed or executed by
such Bondowners in person or by agent appointed in writing. Proof of the execution of any such instrument
or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner,
shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee
with regard to any action taken, suffered or omitted under any such instrument, namely:
(a) The fact and date of the execution by any person of any such instrument may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgements within such jurisdiction that the person signing such instrument acknowledged
before him the execution thereof, or by affidavit of any witness to such execution.
(b) The fact of ownership of Bonds and the amount or amounts, numbers and other
identification of such Bonds, and the date of holding the same shall be proved by the registration
books of the Issuer maintained by the Trustee pursuant to Section 206 hereof.
Section 1402. Limitation of Rights Under this Indenture. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is
intended or shall be construed to give any person other than the parties hereto, and the Owners of the Bonds,
if any, any right, remedy or claim under or in respect to this Indenture, this Indenture and all of the covenants,
conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and the Owners of the Bonds, as herein provided.
Section 1403. Notices. It shall be sufficient service of any notice, request, complaint, demand or
other paper required by this Indenture to be given or filed with the Issuer, the Trustee, the Tenant or
Bondowners if the same shall be duly mailed by registered or certified mail, postage prepaid, return receipt
requested, (provided that notice to the Trustee shall in no case be deemed effective until received) addressed:
(a) To the Issuer:
City of Riverside, Missouri
2950 N.W. Vivion Road
Riverside, Missouri 64150
Attention: City Administrator
31
with a copy to:
Spencer Fane LLP
304 East High Street
Jefferson City, MO 65101
Attention: Joe Bednar
(b) To the Tenant:
KC WFC Training, LLC
1 Teal Rising Way
Riverside, Missouri 64150
Attention: Angie Long
With a copy to:
Kanas City Current
1 Teal Rising Way
Riverside, Missouri 64150
Attention: Maggie Walters Foltz
With a copy to:
Polsinelli PC
900 W. 48th Place, Suite 900
Kansas City, MO 64112
Attention: Roxsen Koch
(c) To the Trustee:
UMB Bank, N.A.
928 Grand Blvd, 12th Floor
Kansas City, MO 64106
Attention: Corporate Trust Department
(d) To the Bondowners if the same shall be duly mailed by first-class mail addressed to
each of the Owners of Bonds at the time Outstanding as shown by the bond registration books required
by Section 206 hereof to be kept at the principal corporate trust office of the Trustee.
Section 1404. Severability. If any provision of this Indenture shall be held or deemed to be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance,
or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to
any extent whatever.
Section 1405. Execution in Counterparts. This Indenture may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
32
Section 1406. Governing Law. This Indenture shall be governed exclusively by and construed in
accordance with the applicable laws of the State of Missouri.
Section 1407. Electronic Storage. The parties agree that the transactions described herein may be
conducted and related documents may be received, sent or stored by electronic means. Copies, telecopies,
facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,
action, or suit in the appropriate court of law.
[The remainder of this page intentionally left blank.]
33
IN WITNESS WHEREOF, the City of Riverside, Missouri, has caused this Indenture to be signed
in its name and behalf by its Mayor and the seal of the Issuer to be hereunto affixed and attested by its City
Clerk, and to evidence its acceptance of the trusts hereby created, UMB Bank, N.A. has caused this Indenture
to be signed in its name and behalf by its duly authorized officer, all as of the date first above written.
CITY OF RIVERSIDE, MISSOURI
By
Mayor
[SEAL]
ATTEST:
By
City Clerk
S-1
Indenture
Riverside MO - Soccer Complex Project — Parcel B
UMB BANK, N.A., as Trustee
By
Name:
Title:
S-2
Indenture
Riverside MO - Soccer Complex Project — Parcel B
EXHIBIT A
(FORM OF BOND)
This Bond has not been registered under the Securities Act of 1933, as amended, or any state securities laws,
and this Bond may not be transferred unless (i) the Issuer consents in writing to such transfer, and (ii) the
Issuer and the Trustee are furnished a written legal opinion from counsel acceptable to the Issuer, the Trustee
and the Tenant, to the effect that such transfer is exempt from the registration requirements of the Securities
Act of 1933, as amended, and any applicable state securities laws. This Bond may be transferred to any
successor of the Tenant or any entity owned by or under common ownership with the Tenant without the
necessity of obtaining the Issuer's consent or such an opinion.
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF RIVERSIDE, MISSOURI
TAXABLE INDUSTRIAL REVENUE BOND
(SOCCER COMPLEX PROJECT - PARCEL B)
SERIES 2023
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
KC WFC TRAINING, LLC
or registered assigns, on December 1, 2033, the maximum principal amount of
NINE MILLION THREE HUNDRED AND FORTY-TWO 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 5.0% 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.
A-1
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
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 (Soccer Complex Project - Parcel B), Series 2023," in the maximum aggregate
principal amount of $9,342,000 (the "Bonds"), to be issued for the purpose of acquiring, constructing,
installing and improving the Project, to be leased to the Tenant under the terms of a Lease Agreement dated
as of June 1, 2023 (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 Tenant, 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.
THE BONDS are issued under and are equally and ratably secured and entitled to the protection given
by a Trust Indenture dated as of June 1, 2023 (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
UMB Bank, N.A., as trustee (the "Trustee"). 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.
THE BONDS are special obligations 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
A-2
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 Tenant 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 — Soccer Complex Project - Parcel B, Series
2023."
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 $9,342,000.
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.
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.
A-3
CITY OF RIVERSIDE, MISSOURI
(SEAL)
By
Mayor
ATTEST:
By
City Clerk
A-4
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
Date
Principal Amount Deposited Into Redemption Project Fund
Principal Amount Paid Pursuant to Redemption Provisions
Cumulative Outstanding Principal Amount
Notation Made By
A-5
(FORM OF ASSIGNMENT)
(NOTE RESTRICTIONS ON TRANSFERS)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Print or Typewrite Name, Address and Social Security or
other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
agent to transfer the within Bond on the books kept by the Trustee for
the registration and transfer of Bonds, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular and
must be guaranteed by an eligible guarantor.
Medallion Signature Guarantee:
A-6
CERTIFICATE OF AUTHENTICATION
This Bond is the Taxable Industrial Revenue Bond (Soccer Complex Project - Parcel B), Series 2023,
described in the Trust Indenture. The effective date of registration of this Bond is set forth below.
Date
UMB BANK, N.A., as Trustee
16-A
Name:
Title:
A-7
DocuSign Envelope ID:D247C89B-B9A1-450E-A245-DF993DB137D6
YOUTH SOCCER COMPLEX
TERM SHEET
EFFECTIVE DATE: March 31, 2023
PROJECT: Youth Soccer Complex Development, encompassing 5 pitches (1 is already
completed)and ancillary and commercial improvements as mutually approved
by City and Developer.
DEVELOPER: The Kansas City Current or KC WFC TRAINING, LLC,or affiliate thereof approved
by the Board of Aldermen of the City of Riverside Missouri
CITY: City of Riverside, Missouri
STRUCTURE: Chapter 100 Transaction, or a structure similar thereto, as finally agreed to by
and between the Developer and City'
PHASE I SOCCER Construction of five additional pitches within Parcel B of the Soccer Complex
COMPLEX SITE: Site as that term is defined in the Development Agreement dated September
17,2021, between the City and KC WFC Training, LLC ("Phase I Soccer Project").2
PHASE I COMMERCIAL Phase I—Land Purchase of Parcel E
PROJECTS:
Developer may retain commercial development assistance with mutually
agreed upon commercial developer in sufficient time to effectuate the
following("Phase I Commercial Project"):
Start Construction Q3 of 2023
Completion Q2 2024—1 F&B drive thru I +/-5,000 sqft
Q4 2024-1 retail F&B(either drive thru or casual dining)
+/-5,000 sqft
Prior to World Cup—Hotel with 170-200 keys
or as otherwise agreed to in writing by the Developer and
City
Retail Food & Beverage
One+/-5,000 sqft drive-thru
One+/-5,000 sqft drive-thru or casual dining restaurant
Lodging
Hotel accommodations satisfying the need for 170-200 keys
1 The existing Chapter 100 bonds and lease agreement may be revised,but only if necessary to facilitate the contemplated new
Chapter 100 Transaction for Phase I Soccer Project.
2 Said Development Agreement is to be Amended or Amended and Restated to reflect the intent of the Parties for Phase I Soccer
Project.
3 NTD: Developer is committed to developing these retail and lodging assets as quickly as possible and will immediately begin
tenant outreach and design planning to bring the bulk of these assets to market in 2024.However,given construction realities,
Developer needs some additional flexibility for contractual milestones
88797148.6
DocuSign Envelope ID:D247C89B-B9A1-450E-A245-DF993DB137D6
F&B Kiosk
Ability to add smaller format F&B kiosk adjacent to pond that would
operate in conjunction with Youth Soccer Complex
CLOSING: 30 days after Board approval of a mutually agreed upon structure and terms.
PROJECT BUDGET: $9,342,000
SOURCES AND USES4:
Sources: City funding as permitted through
Chapter 100 Transaction (set forth below) $ 7,842,000
Developer Cash Contributions $ 1,500,000
Total $ 9,342,000
Uses:
Construction & Design Costs6 $ 9,121,000
Transaction/Closing Costs $ 221,000
Total $ 9,342,000
Chaper 100 TERMS':
Amount: $ 7,842,000
Construction Cost Payment Process- Funded with monthly pay
applications, pro rata with
Developer Cash
Contribution
Term: 10 Years
Interest Rate9:
Years 1-3 6.625%
Years 4-5 UMB Bank, N.A.
Prime Rate, plus 150 b.p.s.
Years 6-8 UMB Bank, N.A.
Prime Rate, plus 150 b.p.s.
Years 9-10 UMB Bank, N.A.
Prime Rate, plus 150 b.p.s.
PERSONAL GUARANTY10: Angie K. and Chris Long,or
entity or individual
approved by the Board of
Aldermen of the City
PREPAYMENT PENALTY: None
4 Phase I Soccer Project
5 Per March 23,2023 Meeting
r,City will require a guaranteed maximum price construction contract for Phase I Soccer Project and line item budget for
construction and design costs and at developer's option developer to fund any cost overruns with equity contribution.
7 Phase I Soccer Project
City contribution to Chapter 100 transaction amount to be reduced by any amount contributed by other sources including but
not limited to the State of Missouri
9 Interest to accrue on amount actually funded via monthly pay apps
10 Quarterly payments on the City Loan for Phase I Soccer Project
2
88797148.6
DocuSign Envelope ID:D247C89B-B9A1-450E-A245-DF993DB137D6
AMORTIZATION: 10 years
SECURITY: Chapter 100 Bond Structure City
DEBT SERVICE: Quarterly payments of interest and principal pursuant to the Chapter 100
transaction
AD VALOREM City and Developer will further discuss tax exemption from Platte County, Missouri,
TAXES: —with a goal of maximizing exemption(excluding special assessments)for 10 years,
exclusive of mutually approved PILOT payments for fire and public safety.11
However no guarantee of tax exemption.
SALES TAX Available under Chapter 100 structures
EXEMPTION ON
CONSTRUCTION
MATERIALS:
PURCHASE OPTION: Developer shall acquire the land and improvements for$1.00 upon satisfaction of
the Chapter 100 transaction
State Source: Developer and City will cooperate in good faith to obtain funding from the State
to be applied to the principal payment of the Chapter 100 funding.
CID &TDD Cooperation -City and Developer will cooperatively pursue the formation of a
CID and a TDD.
Area -- Soccer Complex and all phases of Commercial development
Sales Taxes—Each to have a 1%sales tax
Use of CID Revenues—Admin costs of district, then lease payment on Chapter
100 bonds debt service for Phase I Soccer Project improvements completed on
behalf of the City,then as approved by the CID Board, reimbursement of other
eligible costs of Phase I Soccer Project, then to reimburse or fund other
transportation and infrastructure and maintenance costs incurred within the
District
Use of TDD Revenues —Admin costs of district, then to payment of principal
and interest to the extent the City funds would otherwise be used to fund public
infrastructure transportation costs, then to reimburse Developer for any
eligible principal and interest payments attributed to any public infrastructure
transportation improvement, then to reimburse or fund other eligible
transportation and infrastructure and maintenance costs related to any
development of the District
Life of Districts—Perpetual or 30+years with renewal option
Sales Tax Sunset—30+years with option to renew
11 Developer is requesting 10+years of ad valorem property tax exemption.
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88797148.6
DocuSign Envelope ID:D247C89B-B9A1-450E-A245-DF993DB137D6
YOUTH SOCCER COMPLEX
TERM SHEET
SIGNATURE PAGE
Developer City of Riverside
-DocuSigned by:
-E7434391B30348C
Angie K. Long Kathleen L. Rose
Authorized Signatory Mayor as authorized by the Board of
Aldermen
4
88797148.6
Questions?
Missouri Department of Reach out to DED at redevelopment@ded.mo.gov
Economic Development
ANNUAL ACTIVITY REPORT FOR BOND ISSUANCE CALENDAR YEAR 2023
Pursuant to Sections 100.105&349.105 RSMo,a municipality is required to file the following report with the Department of Economic Development on the previous year's revenue bond
issuances and general obligation bond issuances.The report must be filed no later than January 31 st of the year following the issuance.
COMPLETE ONE FORM FOR EACH BOND ISSUE PLEASE TYPE OR PRINT
PART I—ISSUING ENTITY
1. NAME OF MUNICIPALITY/INDUSTRIAL DEVELOPMENT CORPORATION
City of Riverside,Missouri
STREET ADDRESS P.O.BOX CITY OR TOWN ZIP CODE
2950 N.W. Vivon Road - Riverside,MO 64150
2. NAME OF SPOKESPERSON TITLE TELEPHONE
Michael Duffy Dir. of Community Devlpmnt. (816) 741-3993
PART II—CHARACTERISTICS OF BUSINESS FOR WHICH BONDS WERE ISSUED
1. PROJECT ALLOCATION NUMBER(IF APPLICABLE) 2. NAME OF BENEFICIARY FIRM FOR WHICH BONDS WERE ISSUED
n/a KC WFC Training, LLC
3. BENEFICIARY FIRM STREET ADDRESS P.O.BOX CITY OR TOWN ZIP CODE
1 Teal Rising Way - Riverside, Mo 64150
4. AGE OF BUSINESS OF BENEFICIARY FIRM(NO.OF YRS.) 5.TYPE OF BUSINESS OF BENEFICIARY FIRM (SIC OR NAICS#)
Approximately 2 years 711211
6.ASSETS OF BENEFICIARY FIRM(ALL LOCATIONS,WHEREVER LOCATED)
Approx. $19mm
7. PREVIOUS YEAR'S SALES OF BUSINESS FOR WHICH BONDS WERE ISSUED(ALL LOCATIONS,WHEREVER LOCATED)
Approx. $0.5 mm
8.TOTAL NO.OF EMPLOYEES OF BUSINESS FOR WHICH BONDS WERE ISSUED(ALL LOCATIONS,WHEREVER LOCATED) 9. U.S.CONGRESSIONAL DISTRICT PROJECT IS LOCATED IN
0 Mo #6
PART III—CHARACTERISTICS OF BOND ISSUE
1. TOTAL AMOUNT OF THE BONDS ISSUED 2. DATE OF ISSUANCE
$9,342,000.00 7/7/2023
3.INTEREST RATE(S)OF BONDS(ATTACH MATURITY SCHEDULE,IF NECESSARY) 4. TERM OF BOND ISSUE(E.G.,PRINCIPAL AMORTIZATION PERIOD)
5.0% Final Maturity: December 1, 2033
5. NAME AND ADDRESS OF UNDERWRITER(S), IF ANY
n/a
6. NAME AND ADDRESS OF GUARANTORS(S), IF ANY
Angie K. Long and Christopher D. Long, 2360 Guilford Lane, Mission Hills, KS 66208
7. ESTIMATED NUMBER OF NEW JOBS TO BE GENERATED BY THE PROPOSED PROJECT
INITIALLY 0 ULTIMATELY 3 NOT APPLICABLE
8. TOTAL ESTIMATED COST OF THE PROPOSED PROJECT 10. TYPE OF PROJECT (CHECK ONE)
$9,342,000.00
9. DISPOSITION OF BOND PROCEEDS(ESTIMATED) ❑ NEW BUSINESS
A) LAND X ESTABLISHMENT OF BRANCH/PLANT BUSINESS
B) BUILDINGS $ 9,299,500.00 ❑ACQUISITION OF EXISTING BUSINESS
❑ EXPANSION OF EXISTING BUSINESS
C) MACHINERY&EQUIPMENT ❑ REFINANCING OF EXISTING BUSINESS
D) ISSUANCE EXPENSES $ 42,500.00
E) OTHER
PART IV-SUBMISSIONS
1. Attach a copy of the guaranty instrument,if any.
2. Attach a copy of the preliminary official statement, if any,used when offering the bonds for sale.
SIGNATURE OF MUNICIPALITY/IDC SPOKESPERSON
Michael Duffy Submit this form electronically to:
DATE redevelopment@ded.mo.gov
7/7/2023
Rev 12/21
Form Missouri Department of Revenue
5060 Project Exemption Certificate
This form is to be completed and given to your contractor.
Name of Exempt Entity Issuing the Certificate Missouri Tax Exemption Number
City of Riverside,Missouri 12493121
Address City State Zip Code
2950 NW Vivian Road Riverside MO 64150
E-mail Address
rkincaid@riversidemo.com
Project Number Project Begin Date (MM/DD/YYYY) Estimated Project End Date(MM/DD/YYYY)
Ordinance No. 1924 06/20/23 12/31/2023
Description of Project
Constructing,installing and improving a portion of a soccer complex including(1)an "Academy Building" approximately 2,900
square feet housing locker rooms,meeting rooms, and rooftop meeting space to be used for academy and youth soccer trailing
programs, (2) four soccer pitches,comprised of artificial woven turf, padding, infill, and drainage, and (3) associated
infrastructure and amenities, including parking,Iighting, netting, and pathways.
Project Location Certificate Expiration Date (MM/DD/YYYY)
100 Teal Rising Way Riverside, MO 64150 12/31/2023
Provide a signed copy of this certificate, along with a copy of the exempt entity's Missouri Sales and Use Tax Exemption
Letter to eacti contractor or subcontractor who will be purchasing tangible personal property for use in this project. It is the
responsibility of the exempt'entity to ensure the validity of the information on the certificate. The exempt entity must issue a new
certificate if any,of the information changes.
Signature of Authorized Exempt Entity Printed Name of Authorized Exempt Entity Date (MM/DD/YYYY)
Robin Kincaid, City Clerk 07/10/2023
The Missouri exempt entity named above hereby authorizes the purchase, without sales tax, of tangible personal property to be
incorporated or consumed in the construction project identified herein and no other, pursuant to Section 144,062.R81Mo. Under
penalties of perjury, I declare that the above information and any attached supplement is true, complete, and correct.
Name of Purchasing Contractor Signature of Contractor Date(MM/DD/YYYY)
KC WFC Training,LLC
Address
1 Teal Rising Way City State Zip Code
Riverside MO 64150
Contractors-Present this to your supplier in order to purchase the necessary materials tax exempt. Complete the Subcontractor
portion if extending the certificate to your subcontractor The contractor must sign the form in the space provided below.
Name of Purchasing Subcontractor
Address City State Zip Code
Signature of Contractor Contractor's Printed Name Date(MM/DD/YYYY)
Form 5060 (Revised 08-2015)
Taxation Division Phone: (573)751-2836
P.O Box 358 Fax: (573) 522-1271
Jefferson City, MO 65105-0358 E-mail: aalestaxexemptionstador,mo.gov
Visithftp://dor.mo,gov/buslness/sales/sales-use-exempdons,php for additional information.