HomeMy Public PortalAboutORD14035 BILL NO. 2006-163
• SPONSORED BY COUNCILMAN Brown
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT WITH UNILEVER,
INC.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Cleric are hereby authorized and directed to execute
a Lease Agreement with Unilever, Inc.
Section 2. The agreement shall be substantially the same In form and content as
that agreement attached hereto as Exhibit A.
Section 3. This Ordinance shall be In full force and effect from and after the date
of its passage and approval.
G
Passed: /.�? 7G��� Approved:
residing Officer Mayor
A EST: APPROVED AS TO FORM:
a Cle Cit ounselor
•
1 q OAS
r
LEASE
CITY OF JEFFERSON, MISSOURI
• and
UNILEVER SUPPLY CHAIN, INC.
Dated As of November 1, 2005
9azai.o�sm.roU
TABLE OF CONTENTS
1. RECITALS .k1..............................a.........I.-............ .................................uv1...................... I
2. GRANTING OF LEASEHOLD, DESCRIPTION OF PREMISES; PURPOSE................... 1
3. TERM ............,........................................................................................................................ 2
4. RENTAL.................................................................................................................................2
5. INSURANCE.......................................................................................................................... 3
G. REPAIRS................................................................................................................................4
7. REMOVAL, DISPOSITION AND SUBSTITUTION OF MACHINERY AND
EQUIPMENT..........................................................................................................................4
8. ALTERATIONS AND MODIFICATIONS...........................................................................4
9. RESTRICTIONS ON USE............................................................a............a.......................,...U
10, ASSIGNMENT AND SUBLEASE......................................................................................1. G
11. TAXES....................................................................................................................................7
12. UTILITIES.............................................................................................................................. 7
13. INDEMNITY.......................................................................................................................... 7
14. DEFAULT..............................................................................................................................7
15. ACCESS TO PREMISES..........................................................................................0............ 9
16. SURRENDER AND HOLDING OVER................................................................................9
17. WAIVERS ..........................................................................a...........................................I.......9
18. LOSS OF PROPERTY DUE TO DESTRUCTION OR EMINENT DOMAIN.................. 10
19. ABANDONMENT............................................................................................................... 11
20. EFFECT Of'TERMINAT ION..............................................................I.............................. 11
21. COUNTERPARTS............................................................................................................... 1 I
22. MODIFICATION OF AGREEMENT ..................................................I.............................. 1 l
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• 23. CONSTRUCTION................................................................................................................ 11
24. PRIORITY..........................................................................................................................1. 12
25. SAVINGS CLAUSE............................................................................................................. 12
26. COVENANTS RUNNING WITH LAND........................................................................... 12
27. PARAGRAPH HEADINGS................................................................................................. 12
28. TIME OF THE ESSENCE.................................................................................................... 12
29. ENTIRE AGREEMENT....................................................................................................... 12
30. EXPENSES AND CHARGES OF THE LESSOR............................................................... 13
31. CONSENTS AND APPROVALS........................................................................................ 13
32. QUIET ENJOYMENT AND POSSESSION ....................................................................... 13
33. NOTICES.............................................................................................................................. 13
34. PERFORMANCE OF LESSEE'S OBLIGATIONS BY LESSOR...................................... 13
i 35. RIGHTS AND REMEDIES ................................................................................................. 14
is
94242.01 99/06
LEASE
THIS LEASE, effective as of the 1" day of November 2005, by and between the CITY
OF JEFFERSON, MISSOURI, a municipal corporation, of Cole County, Missouri (the
"Lessor"), and UNILEVER SUPPLY CHAiN, INC., a Delaware corporation authorized and
qualified to do business in Missouri (tlle"Lessee"),
In consideration of the mutual promises and covenants set forth herein, the parties agree
as follows:
1. RECITALS
I.I. Due Organization of Lessor. Lessor covenants that it is a municipal corporation duly
organized and existing under the laws of the State of Missouri, with lawful power and
authority to enter into this lease, acting by and through its duly authorized officials.
1.2. Additional Covenants of Lessee. Lessee covenants that it is a corporation duly organized
and existing tinder the laws of the State of Delaware, authorized and empowered to do
business in Missouri, with lawful power and authority to enter into this lease, acting by
and through its duly authorized officers. The execution of this lease and the perfomnance
of the terms of this lease by Lessee will not result in a breach of any of the terms of, or
constitute a default under, any indenture, mortgage, deed of trust, lease, or other
agrcement or instrument to which Lessee is a party, or by which it or any of its property
• is bound, or the Lessee's Certificate of Incorporation or By-laws, or any order, rule or
regulation, applicable to Lessee or its property of any court or other governmental body.
2. GRANTING OF LEASEHOLD, DESCRIPTION OF PREMISES; PURPOSE
2.1. Lessor by these presents hereby rents, leases and lets unto Lessee and Lessee hereby
rents, leases and hires from Lessor, for the rentals and subject to the temis and conditions
hcrcinafler set forth, the property located at 2900 Vest Truman Blvd., Jeffersonn City,
Cole County, Missouri, together with improvements on such property, and more fully
described as set forth in Appendix A, which is attached hereto and by this reference
incorporated herein as if more fully and completely set forth, but specifically excluding
all equipment and other personal property located at the location (liereinafler referred to
as the`Facility").
2.2. Machinery and Equipment_Purchased by Lessee. Any item of machinery or equipment
the entire purchase price of which is paid for by Lessee with Lessee's own funds, and no
part of the purchase price of which is paid for from fiends of the City of Jefferson or the
Construction Fund created by the original lease agreement between the parties shall be
the property of Lessee.
2.3. Finatncing of Lessee Owned Machinery and Eg6pnnent. Nothing contained in this lease
shall prohibit or be deemed to prohibit the Lessee front financing the purchase or
acquisition of any Machinery, equipment, furniture or fixtures which is or will be under
• 94242.01 Srt)o6
. the tcnrns of this lease the property of Lessee by conditional sales contacts, chattel
mortgages or other financing devices provided any liens resulting from such financing
shall only Stand against the items so financed and shall not otherwise stand against the
Facility or any part thereof.
2.4. Facility Property of Lessor. The Facility, except for machinery and equipment which is
under the terms of this lease the property of Lessee and except as otherwise specifically
provided herein, shall immediately when erected or installed be deemed to be attached to
and part of the freehold and become the absolute property of the Lessor.
2.5. Lessor May Not Sell. Lessor covenants that, without Lessee's written consent, it will not,
unless required by law, sell or otherwise part with its ice interest in the Facility, or
encumber said interest, at any time during the life of this lease.
2.6. It is currently intended that the premises and facilities will be used by Lessee for the
purpose of manufacture and assembly of consumer products.
3. TERM
3.1. The tern of the lease shall be ten (10) years, commencing November 1, 2005, and
tenninating on October 31, 2015, unless sooner terminated under the provisions of this
lease agreement.
• 3.2. Options to Extend Tenn. Lessee shall have and is hereby given the right and option to
extend the term of this lease for an additional period of ten (10) years, provided (lint (a)
Lessee shall give Lessor written notice of its intention to exercise such option at least 90
days but not more than 120 days prior to the expiration of the then current term of this
lease, and (b) Lessee is not in default hereunder at the time it gives Lessor such notice. In
the event Lessee exercises said option, the terms, covenants, conditions and provisions
set forth in this lease shall be in full force and effect and binding upon the Lessor and
Lessee during said extended tern.
4. RENTAL
4.1. Lessee covenants and agrees to pay to Lessor on or before November l st of each and
every year during the term of the lease as rent the semi of$12,000 per year.
4.2. Lessee agrees that the annual rental will remain at 512,000 per year so long as Lessee has
a minimum of 125 full time equivalent employees employed at the Facility. The number
of full time equivalent employees will be measured quarterly using a quarterly average
beginning January 2006. If the number of full time equivalent employees falls below
125, then the annual rent shall be adjusted as follows:
• 7
94242.01 5191D6
i124-100 cmployecs: $28,000 annual rent
99-75 employees: $44,000 annual rent
74-50 employees: 560,000 annual rent
Should the number of frill time cquivalerit cmployecs fall below 50, then Lessee will pay
a fair market value rcpt. Fair market value rent shall be determined in the following
manner: Lessee shall pick one qualified real estate consultant or expert and Lessor shall
pick one qualified real estate consultant or expert. The amount the experts agree is a fair
market rent shall govern. if tltc two cliosctl experts cannot al rce on a fair market rent,
then Lessee and Lessor shall mutually pick a third qualified real estate consultant or
expert, and that expert's determination as to fair market rent shall govern.
If a rent above 512,000 is triggered because the number of full time equivalent employees
drops below 125, Lessee shall pay the new appropriate rent for the quarter in which the
average number of full time equivalent employees was below 125. Lessor and Lessee
agree that any increased rent due for any quarter in a calendar year shall be paid in
January of the calendar year following the year in which the increased rent was due.
Lessor and Lessee agree that if the number of cmployecs drops below any threshold level
set forth in this Section because Lessee is lransitioning its business and the drop in the
number of employees is due to the transition and is not a permanent drop in employment,
then Lessor and Lessee will agree on a reasonable transition period of not less than six
months before the annual rent is adjusted.
S. INSURANCE
5.1. Property Insurance. Lessee shall throughout the life of this lease, at its sole cost and
expense, kccp the plant constantly insured against loss or damage by fire, lightning and
all other risks covered by the extended coverage insurance endorsement then in use in the
State of Missouri in an amount equal to 80% of(lie full insurable value thereof in such
insurance company or companies authorized to do business in the State of Missouri as
may be selected by Lessee. The tenn "full insurable value" shall mean the fill] actual
replacement cost less physical depreciation and such "frill insurance value" shall be
determined from time to time at the request of Lessor or Lessee but not more frequently
than once every 34 montlis by an appraiser or appraisal company or the insurer, to be
selected and paid by Lessee, subject to Lessor's approval. Nothing in this Section or any
other portion of this lease shall be construed to prevent Lessee from including the Facility
under Lessee's blanket fornis of insurance coverage, provided that cacti and all of the
requirements of this Section be complied with under such blanket coverage including but
not limited to the requirements that Lessor be named as additional insured with respect to
the Facility, that the proceeds with respect to any loss to the Facility be paid to the
Lessor, and that ccrtiflcates evidencing the amount and type of insurance required under
this Section be delivered to Lessor.
• 44242.01 S191D6 3
5.2. Public Liability Insurance. Lessee further covenants and agrees to maintain, public
liability insurance (including coverage for all losses whatsoever arising from the
ownership, main(ciumcc, operation or use of any automobile, truck or other molor
vehicle), under which Lessor shall be named an additional insured, properly protecting
and indemnifying Lessor in an amount not less than $300,000 for injury(including death)
to any one person, not less that $1,000,000 for personal injuries (including death) in any
one accident, and not less than $250,000 for property damage. Lessee shall use
commercially reasonable efforts to notify Lessor of any material change to said insurance
policies. Such policies or copies or certificates thereof shall be furnished to Lessor.
6. REPAIRS
6.1. Repairs and Maintenance. Lessee covenants and agrees that it will during the life of this
lease keep and maintain the Facility and all parts thereof in going condition and repair,
ordinary wear and tear excepted, and that during said period of time it will keep the
Facility and all parts thereof free from filth, nuisance or conditions unreasonably
increasing(lie danger of fire.
7. REMOVAL, DISPOSITION AND SUBSTITUTION OF MACHINERY AND
EQUIPMENT
7.1. Removal, Disposition and Substitution of Machinery and Equipment. Lessee shall have
the right, to remove from the Facility and sell or otherwise dispose of any machinery and
. cquipment which constitutes a part of(lie plant and which is no longer used by the Lessee
or, in the opinion of Lessee, is no longer useful to Lessee in its manufacturing operations
conducted on or in the Facility (whether by reason of changed manufacturing process,
changed techniques obsolescence, depreciation, replacement by new or better cquipment
or otherwise).
7.2. Lessee shall pay all (lie costs and expenses of any and all such removal and shall
immediately repair at its expense all damage to the Facility caused thereby.
8. ALTERATIONS AND MODIFICATIONS
8.1. Alteration of Plant. Lessee shall have and is hereby given the right, at its sole cost and
expense, to make such additions, changes and alterations in and to any part of the Plant as
Lessee from time to time may deem necessary or advisable; provided, however, Lessee
shall not make any addition, change or alteration which will adversely affect the
structural strength of any part of the Plant. All additions, changes and alterations made
by Lessee pursuant to the authority of this Section shall (a) be made in a workmanlike
manner and in strict compliance with all laws and ordinances applicable thereto, (b) when
commenced, be prosecuted to completion with due diligence, and (c) when completed,
shall be deemed a part of the plant; provided, however, that additions of machinery and
equipment to the plant by Lessee shall remain the property of Lessee and may be
removed by Lessee within the time prescribed therein; provided further, however, that all
94242.01 5r9%0U
. such additional machinery and equipment which remain on (lie land alter the surrender of
possession shall, upon and in (lie event of stich termination become the separate and
absolute properly of Lessor.
8.2. Additional Improvements. Lessee shall have and is hereby given the right at its sole cost
and expense, to construct on the land not theretofore occupied by buildings or
improvements such additional buildings and improvements as Lessee from time to time
may deem necessary or advisable. All additional buildings and improvements
constructed on the land by Lessee pursuant to the authority of this Section shall, daring
the lift of this lease, remain (lie property of Lessee and may be added to, altered or razed
and removed by Lessee at any time during the life of this lease. Lessee covenants and
agrees (a) to make all repairs and restorations, if any, required to be made to the Facility
because of the construction of, addition to, alteration or removal of said additional
buildings or improvements (b) to kccp and maintain said additional buildings and
improvements in good condition and repair, ordinary wear and tear and damages by fire
or other casualty excepted, (c) to promptly and with due diligence either raze and remove
from the land in a good, workmanlike manner, or repair, replace or restore such of said
additional buildings or improvements as may from time to time be damaged by fire or
otlicr casualty, and (d) that all additional buildings and improvements constructed by
Lessee on the land pursuant to this article which remain in place on (lie land after the
surrender of possession shall, upon and in the event of such tcriiiination, become the
separate and absolute property of Lessor.
. 8.3. Securing of Permits ad Authorizations. Lessee shall not do or permit others tinder its
control to do any work in or about the Facility or related to any repair, rebuilding,
restoration, replacement, alteration of or addition to the Facility, or any part thereof,
unless Lessee shall have first procured and paid for all requisite municipal and other
governmental permits and authorizations. All such work shall be done in a good and
workmanlike manner and in compliance with all applicable building, zoning, and other
laws, ordinance, governmental regulations and requircinents and in accordance with the
requirements, rules and regulations of all insurers under(lie policies required to be carried
under the provisions of Section 5 hereof.
8.4. Mechanics' Liens. Lessee shall not do or suffer anything to be done whereby the
Facility, or any part thereof, may be encumbered by any mechanic's or other similar lien
and if, wherever and as often as any mechanic's or other similar lien is filed against the
Facility, or any part thereof purporting to be for or on account of any labor or materials or
services furnished in connection with any work in or about the Facility done by, for or
wider the authority of Lessee or anyone claiming by, through or under Lessee, Lessee
shall discharge the same of record within thirty (30) days after the date of filing. Notice
is hereby given that Lessor does not authorize or consent to and shall not be liable for any
labor or materials furnished Lessee or anyone claiming by, through or under Lessee upon
credit, and that no mechanic's or other similar lien for any such labor, services or
94242,11 SM'o6
• materials shall attach to or affect (lie reversionary or other estate of Lessor in and to the
Facility or any part thereof.
8.5. Contest of Lien. Lessee, notwithstanding the above, shall have the right to contest any
such mechanic's or otlicr similar lien if within said thirty (30) day period stated above it
notifies Lessor in writing of its intention so to do and if, and provided ftirtlier, Lessee
diligently prosecutes such contest, at all timcs effectively stays or prevents an official or
judicial sale of the Facility, or any part thereof or interest therein, under execution or
otherwise, and pays or otherwise satisfies any final judgment adjudging or enforcing such
contested lice claim and thercaRcr promptly procures record release or satisfaction
thereof.
9. RESTRICTIONS ON USE
9.1. Use of Premises. Subject to the provisions of this Section, Lessee shall have the right to
use the facility for any and all purposes allowed by law. Lessee 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 facility or to any adjoining; public ways,
provided, however, Lessee shall have the right, in its or Lessor's name, to contest the
validity or applicability of any of the aforesaid by appropriate proceedings provided that
before instituting any such proceedings Lessee gives Lessor notice of its intention so to
V do and diligently prosecutes any such proceedings. Lessor shall cooperate with Lessee
in any such proceedings, and Lessee shall hold Lessor whole and harniless from any costs
and expenses Lessor may incur related to any such contest. Lessee shall comply with
mandatory requirements, rules and regulations of all insurers under the policies required
to be carried under the provision of this lease. Lessee 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 Lessee to comply with (lie provisions of this Section.
10. ASSIGNMENT AND SUBLEASE
10.1. Assignment and_Stiblensc. ]fiat the time Lessee is not in default hereunder, Lessee may
sublease the facility or any part thereof without Lessor's consent (but shall provide
notice of such sublease to the Lessor).
10.2. Lessee may, without Lessor's consent, assign this lease to any corporation 100% of the
stock of which is owned by Lessee provided that any such assignment shall be by a
Written instrument (approved in writing by Lessor) wherein the assignee shall expressly
assume all the duties and obligations of the Lessee under this lease;
10.3. Lessee miry,without Lessor's consent, assign this lease to another corporation with which
or into which Lessee shall merge or consolidate, or to any corporation succeeding to the
business and assets of the Lessee, provided that any such assignment shall be by a written
• 94242.01 5/91M
instrument (approved in writing by Lessor) wherein the assignee shall expressly assume
all duties and obligations of the Lessee under this lease.
10.4. No assignment, mortgage, pledge, sale, other transfer, conveyance or disposition or
sublease shall release or discharge Lessee from its duties and obligations Under this lease.
11. TAXES
11.1. Lessee shall pay all personal property taxes on property owned by Lessee.
11.2. Lessee shall not pay real estate taxes on the land or on the original building as shown in
Appendix B, which is attached hereto and by this reference incorporated herein.
12. UTILITIES
12.1. Utilities. All utilities and utility services used by Lessee in, on or about the Facility shall
be paid for by Lessee and shall be contracted for by Lessee in Lessee's own name and
Lessee shall, at its sole cost and expense, procure any and all permits, licenses or
authorizations necessary in connection therewith.
13. INDEMNITY
13.1. indemnity. Lessee shall and covenants and agrees to indemnity, protect, defend and save
Lessor harmless from and against any and all claims, demands, liabilities and costs,
including attorneys' fees, arising from damage or injury, actual or claimed, of whatsoever
kind or character, to property or persons,occurring or allegedly occurring in, on or about
the Facility during the life of this lease, and upon notice from Lessor, Lessee shall defend
Lessor in any action or proceeding brought thereon unless said damage or injury arises
from Lessor's negligence or intentional misconduct.
13.2. Lessor shall and covenants and agrees to indemnify, protect, defend and save Lessee
harmless from and against any and all claims, demands, liabilities and costs, including
attorneys' fees, arising from damage or injury, actual or claimed, of whatsoever kind or
character, to property or persons caused by Lessor's negligence or intentional
misconduct, allegedly occurring in, on or about the Facility during the life of this Iease,
and upon notice from Lessee, Lessor shall defend Lessee in any action or proceeding
brought thereon.
14. DEFAULT
14.1. Default Provisions. This lease is made oil condition that if.
(a) Lessee defaults in the due and punctual payment of basic rent or additional rent and
such default continues for tell (10) days aiier notice thereof to Lessee from either the
Lessor; or
• 94242.01 S�;ob '
(b) Lessee defaults in the keeping or perforlllance of tray other covenants or obligation
herein contained oil Lessee's Dart to be kept or perfornled, and Lessee fails to remedy the
same within thirty (30) days alter Lessor has given Lessee written notice specifying such
default (or within such additional period. if any, as may be reasonably required to curt
such default if it is ofsuch nature that it cannot be cured within said thirty(30) day period
because of governmental restriction or other cause beyond the control of the Lessee); or
(c) Lessee shall file a voluntary petition under the Bankruptcy Act, as amended, or an
involuntary petition under the Bankruptcy Act, as amended, is filed against Lessee, and
Lessee, after frill hearing, is adjudged to be bankrupt, insolvent or unable to pay its debts
as they mature; or Lessee makes all assignment for the benefit of its creditors; or a trustee
or receiver, after frill hearing, is appointed or retained to take charge of or manage any
substantial part of the assets of Lessee, or any execution or attachmeIlt shall Issue against
Lessee whereupoIl the Facility, or any part tllercof, or any interest therein of Lessee under
this lease shall be taken or attempted to be taken aIld the same is not released prior to
judicial sale thereunder (each of the events described in tills subparagraph being deeIllcd
a default Under the provisions of this lease);
Own Lessor may at Lessor's election then or at any time thereafter, and while such default
shall continue, give Lessee written notice of intention to terminate this lease on a date
specified therein, which date shall not be earlier than tell (10) days after such notice is
given, and, if all defaults have not then been cured, on the date so specified, Lessee's
• rights to possession of the Facility shall cease aIld this lease shall thereupon be
terminated, and Lessor may re-enter and take possession of the Facility as its own
property; and as an alternative remedy Lessor may at Lessor's election, without.
terminating the term, or this lease, re-enter the Facility or take possession thereof
pursuant to legal proceedings or pursuant to any notice provided for by law, and having
elected to re-cater or take possession of the Facility without terminating the terns, or this
lease, Lessor shall use reasonable diligence to rclet the Facility, or parts thereof, for such
term or terms and at such rental and upon such other terms and conditions as Lessor play
deem advisable, with the right to make alterations and repairs to the plant, and no such rc-
entry or taking of possession of the Facility by Lessor shall be construed as an election oil
Lessor's part to terminate this lease, and no such rc-entry or taking of possession by
Lessor shall relieve Lessee of its obligation to hay basic rent or additional rent (at the
time or times provided herein), or of any of its other obligations under this lease, all of
which shall survive such re-entry or taking of possession, and Lessee shall continue to
pay the basic rent and additional rent provided for in this lease until the end of the term
and whether or not the Facility shall have been rclet, less the net proceeds, if any, of any
relating of the Falcllity after deducting all of the Lessor's expenses Ill or in connection
with such relctting, including without limitation all repossession costs, brokerage
commissions, legal expenses, expenses of employees, alterations costs and expenses of
preparation for relctting. Having elected to re-enter or take possession of Facility without
terminating the terns, or the lease, Lessor may by notice to Lessee given at ally tulle
thereafter while Lessee is in default in the payment of basic rent or additional rent or in
• 94242.01 VJfU6
(fie perfomn ancc orally other obligation under this lease elect to terininate this ]case oil a
date to be specified in such notice, which date shall be not earlier than ten (10) days after
the giving of such notice, and if all defaults shall not have then been cured, oil the date so
specified, the lease shall thereupon be tenninated. If in accordance with any of the
foregoing provisions of this article Lessor shall have the right to elect to re.-miter and take
possession of the Facility, Lessor may enter and expel Lessee and those claiming through
or under Lessee and remove. the property and effects of both or cither (forcibly if
Necessary) without being guilty of any manner of trespass and without prejudice to any
remedies for arrears of rent or preceding breach of covenant.
Lessee covenants and agrees with Lessor that its obligations under this lease shall survive
any cancellation and ternlination of this lease under this Section and that Lessee shall
continue to pay cite basic rein or additional rent and perform all other obligations
provided for in the lease, all at (lie time or times provided in this lease.
15. ACCESS TO PREMISES
15.1. Access to Premises. Lessor, for itseif and its duly authorized representatives and agents,
reserves the right to enter the Facility at all reasonable times during fire life of t)lis lease
for the purpose of(a) examining and inspecting the same, and (b) perforating such work
in and about the Facility made necessary by reason of Lessee's default under any of the
provisions of this lease. Lessor may, during the progress of said work mentioned in (b)
above, keep and store on the land or in the plant all necessary materials, supplies and
equipment and shall not be liable for necessary inconvenience, annoyances, disturbance,
loss of business or other damage suffered by reason of the perfornlance of any such work
or by(lie storage of materials, supplies and equipment.
16. SURRENDER AND HOLDING OVER
16.1. Lessee shall surrender the demised premises to Lessor on the expiration or termination of
this lease agreement. At the time of surrender, the premises shall be in the same condition
as when received, nonmal wear and tear excepted, and Lessee shall not make any claim to
the demised premises against the interest of Lessor. If Lessee holds the demised
premises after termination of this lease agreement, a tenancy from month-to,month sliall
be created by such holding at a rental of$5000 per month. The acceptance of the rental
by Lessor will not extend the terns of this lease agreement in any manner.
17. WAIVERS
17.1. Waiver of Breach. No waiver of any breach of any covenant or agrcctnent herein
contained shall operate as a wavier of any subsequent breach of the same covenant or
agreement or as a waiver of any breach orally other covenant or agrecalctlt, and in case
of a breach by cither party of any covenant, agreement or undertaking, the non-defaulting
party may nevertheless accept from the other any payment or payments or perfornlance
94242.01519106
i hereunder without in tiny way waiving its right to exercise any of its rights and remedies
provided for herein or otherwise with respect to any such default or defaults which were
in existence at the time such payment or payment or performance were accepted by it.
18. LOSS OF PROPERTY DUE TO DESTRUCTION OR ENIINENT DOMAIN
18.1. Eminent Domain as to Substantially All of the Facility. If during the life of this Iease title
to substantially all of the Facility be condemned by any authority having the power of
eminent domain, this lease shall (except as to the following provisions of this article),
ipso facto, terminate on the date possession of substantially all of the Facility is required
to be surrendered to the condemning authority. A condemnation which renders the
Facility unable to be leased or which materially impairs the efficient utilization of the
Facility by Lessee shall be decmcd to be a condemnation of title to substantially all of the
Facility. Lessor agrees that it will not arbitrarily exercise its power of emincrtt domain
with Lessee.
18.2. Eminent Domain as to Less than Substantially All. If during the life of this lease title to
less than substantially all of the Facility be condemned by any authority having the power
of eminent domain, this lease shall not be thereby terminated and neither the term nor any
of the obligations (including the payment of rentals) of either party under this lease shall
be reduced or affected in any way except that Lessee's obligation to make payments in
lieu of taxes sliall be reduced pro rata. However, if title to less than substantially all of
the Facility is condemned and the portion condemned substantially affects Lessee's
ability to conduct its business, then Lessee has the right to terminate this Lease.
18.3. Eminent Domain as to Use. If during the life of this lease the use, for a limited period, of
all or part of the Facility be condemned by any authority having the power of eminent
domain, this lease shall not be thereby terminated and neither (lie term nor any of tltc
obligations (including the payment of rctitals) of either party under this lease shall be
reduced or affected in any way. However, if the limited period for which the Facility's
use has been condemned would substantially affect Lessee's business, then Lessee has
the right to terminate this Lease.
18.4. Disposition of Awards Received. Lessor shall receive an amount equal to all attorneys'
fees and other reasonable expenses and costs incurred by Lessor in connection with such
condemnation and any sums of money then due and owing by Tenant under the teens of
this lease, and (lie balance shall belong to the Lessee.
18.5. Damage or Destruction by Fire or other Casualtx. If at any time during the life of this
lease the plant is damaged or destroyed by fire or other casually, Lessee shall, proceed
with due diligence to repair, restore, rebuild or replace said damaged or destroyed plant to
as good condition as it was in immediately prior to such damage or destruction, subject to
such alterations as Lessee may elect to make, Any damage or destruction which renders
the plant unable to be Ieased or which materially impairs the efficient utilization of the
plant by Lessee shall be deemed to be a damage or destruction of substantially all of the
• 04242.01 S Y06 10
• plant. It is expressly provided that Lessee's obligations hereunder shall be limited to the
proceeds of the insurance required herein. If the cost of repairing, restoring, rebuilding or
replacing will exceed $500,000, Lessee shall first submit to Lessor, and secure Lessor's
written approval of the general plans of repairing, restoring, rebuilding or replacing the
damaged or destroyed plant, which approval shall not be unreasonably withheld by
Lessor.
19. ABANDONMENT
19.1. Abandonment by Lessee. If Lessee vacates or abandons the Facility, the lease shall be
considered to be terminated.
20. EFFECT OF TERMINATION
20.1. Upon termination of this lease by expiration, default, or abandonment, or for any other
reason, sole possession and ownership of the property shall revert to the Lessor, provided
however that the Lessor may within 12 months of such termination pay to (lie Lessee an
amount equal to the fair market value (as determined by a real estate appraiser mutually
selected by Lessor and Lessee) of the improvements to the property exclusive of those
covered by the original lease as indicated in Appendix A. Should the Lessor elect not to
pay Lessee for the value of the improvements, then Lessee shall have the right to
purchase the land and improvements for one dollar($1.00). Lessor must notify Lessee in
. writing as to whether or not Lessor will pay Lessee the value of the improvements within
four months after the termination of the lease. If Lessor's written notice indicates that no
payment will be made for the improvements, then Lessee shall have one montli from the
date of receipt of Lessor's notice to give written notice to Lessor as to whether Lessee
will purchase the land and improvements for$1.
21. COUNTERPARTS
21.1. Execution of Counterparts. This lease may be executed simultaneously in two or more
counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
22. MODIFICATION OF AGREEMENT
Any modification of this lease agreement or additional obligation assumed by either party
in connection with this agreement shall be binding only if evidenced in a writing signed
by each party or an authorized representative of each party.
23. CONSTRUCTION
23.1. Construction and-En force me n t. This lease shall be construed and enforced in accordance
with the laws of Missouri. Wherever in this lease it is provided that either party shall or
will make tiny 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
44«42.111 S112nx, 11
sto make such payment or to perfornt, or not to perform, as the case may be, such act or
obligation. The term "Lessee" and all pronouns used herein referring to "Lessee" shall
include the singular, plural, and masculine, feminine and neuter neutral, as the context
and circumstances require, and if there be two or more included in the term, the
provisions hereof shall apply to each,jointly and severally.
24. PRIORITY
24.1. Priority of Lease. Notwithstanding anything to the contrary in this lease, so long as
Lessee shall not be in default under this lease, this lease and the estate of Lessee
hereunder are and shall continue to be superior and prior to any and all mortgages now or
hereafter a lien upon ttte Facility leased hereunder or any part thereof or interest therein.
25. SAVINGS CLAUSE
25.1. Invalidity of Provisions of Lease. If for any reason any provision hereof shall be
dctcmiined to be invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.
26. COVENANTS RUNNING WITH LAND
26.1. Covenants Run With Leased Pronerty and Premises. The covenants, agreements and
conditions hercin contained shall run with the property and premises hereby leased and
. shall be binding upon and inure to the benefit of the parties hereto and their respective
successor and assigns.
27. PARAGRAPH HEADINGS
27.1. Paragraph Headings. The paragraph headings shall not be treated as a part of this lease or
as affecting the true meaning of the provisions hereof.
28. TIME OF THE ESSENCE
It is specifically declared and agreed that time is of the essence of this lease Agreement.
29. ENTIRE AGREEMENT
This lease agreement shall constitute the entire agreement between the parties. Any prior
understanding or representation of any kind preceding the date of this lease agreement
shall not be binding upon cither party except to the extent incorporated in this lease
agreement.
94242.01 5/410li 12
30. EXPENSES AND CHARGES OF THE LESSOR
Expenses and Charges of the Lessor. Wherever in this lease it is provided that the Lessee
shall pay (lie costs, and expenses, including attorney's fees, incurred by the Lessor,
Lessee's obligations shall be limited to such thereof as are necessary and reasonable.
31. CONSENTS AND APPROVALS
Lessor Shall Not Unreasonably Withhold Consents and Approvals. Wherever in this
lease it is provided that the Lessor shall, may or must give its approval or consent, or
execute supplemental agreements or schedules, Lessor shall not unreasonably, arbitrarily
or unnecessarily withhold or refuse to give sucli approvals or consents or refuse to
execute such supplemental agreements or schedules.
32. QUIET ENJOYMENT AND POSSESSION
Lessor covenants that so long as Lessee shall not be In default under this lease, Lessee
shall and may peaceably and quietly have, hold and enjoy the Facility leased hereunder
and that Lessor will defend Lessee's enjoyment and possession thereof against all parties.
33. NOTICES
All notices required or desired to be given hereunder shall be in writing and all such
notices and other written documents required or desired to be given hereunder shall be
deemed duly served and delivered for all purposes (a) upon Lessor, if delivered in person
to its duly elected, qualified and acting Mayor or Clerk or if a copy thereof be mailed by
certified or registered mail, postage prepaid, addressed to the Mayor at 320 E. McCarty,
Jefferson City, Missouri, 65101 or at such other place as Lessor from time to time may
designate in writing to Lessee, and (b) upon Lessee, if a copy thereof be mailed by
certified or registered mail, postage prepaid, addressed to Lessee at 700 Sylvan Avenue,
Englewood Cliffs, NJ 07632, Attn: Corporate Real Estate; or at such other place as
Lessee from time to time may designate in writing to Lessor. All notices given by
certified or registered mail as aforesaid shall be deemed duly given as of the date they are
so mailed.
34. PERFORMANCE OF LESSEE'S OBLIGATIONS BY LESSOR
If Lessee shall fail to keep or perform any of its obligations as provided in (leis lease in
respect of(a) maintenance of insurance, (b) repairs and maintenance of the Facility, (c)
Compliance with legal or insurance requirements, (d) keeping the Facility lien free, or in
the making of any other payment or performance of any other obligation, then Lessor
may (but shall not be obligated to) upon the continuance of such failure on Lessee's part
for thirty (30) days after notice of such failure is given Lessee by Lessor and without
waiving or releasing Lessee from any obligation hereunder, as an additional but not
• 94242,of 5M 06 13
exclusive remedy, make any such payment or perfon» any such obligation, and all sums
so paid by Lessor and all necessary incidental costs and expenses incurred by Lessor in
performing such obligation shall be decmed additional rent and shall be paid to Lessor on
demand, and if not so paid by Lessee, Lessor shall have the same rights and remedies
provided for in the case of default by Lessee in the payment of basic rent.
35. RIGHTS AND REMEDIES
The rights and rcmcdics reserved by Lessor and Lessee hereunder and those provided by
law shall be construed as cumulative and continuing rights. No one of them shall be
exhausted by the exercise thereof on one or more occasions. Lessor and Lessee shall
each be cntiticd to specific performance, and injunctive or other equitable relief for any
breach or threatened breach of any of the provisions of this lease, notwithstanding the
availability of any adequate remedy at law, and each party licreby waives the right to
raise such defense in any proceeding in equity.
IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day
indicated.
FJE C - FERSON, MISSOURI
Maya•
STATE OF MISSOURI }
SS
COUNTY OF CO
,�,L�E }
On this)j day of MAY , 2006, before me, appeared -7;An to me personally
known, who being by me duly sworn, did say that he is the Mayor of the City of Jefferson,
Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City
and that said instrument was signed and scaled in behalf of said City by authority of its City
Council and said /llarvw- acknowledged said instrument to be the free act and decd of said
City.
IN WITNESS WHEREOF, I have hereto set my hand and affixed my notarial seal at my
office in Jefferson City, MO, the day and year last above written.
94242.01 319M 14
OTAR7Exp1res SEAL "
.
Cynthia A. !-etriPublEc �
Cole County, ouri
My Commission /m ary Public within and for
sai d County and State
My Commission expires
UNILEVER SUPPLY CHAIN, INC.
A Delaware Corporation
By _ -
Title
Lessee
STATE OFCONNECTICUT )
SS
COUNTY OF
On this�pday of YY)k , 2006, before me appeared %� c personally
• known, who being by me duly s�l►orn did say that lie is th(T(Q(a4R-r- of UNILE ER SUPPLY
CHAIN, Inc., a Delaware corporation and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation an that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said G,r, fB�acknowledged said
instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereto set my hand and affixed my notarial seal at my
office in Connecticut, the day and year last above written.
Notary Public within and for
said County and State
My Commission expires 9Q -
• 94242.01 SM106 15
r •AF'.ftF4
•. � r4f�:uai }i.b iL-i� r.i�� .
.1
LMm
1-3 OL
LL
m r
1 Unilever HPG USA
Jefferson City,Wissmri
...�•. �. d rt:
�—North
wwa•
�1
Non-shaded areas were covered by original lease
Shaded areas were added over time
ASSIGNMENT OF LEASE
For value received, the undersigned, Conopco, Inc., a New York corporation
("Assignor"), successor by way of merger with Unilever Supply Chain, Inc., a Delaware
corporation, and as the current lessee under that certain lease dated November 1, 2005 (the
"Lease"), by and between lessee and the City of Jefferson, Missouri, a municipal corporation
of Cole County, Missouri, as lessor, for the premises located at 2900 West Truman Blvd.,
Jefferson City, Missouri, does hereby assign all of its right, title, interest, duties and obligations
in, to and under said Lease to Unilever Manufacturing (US), Inc., a Delaware corporation
("Assignee"), effective as of October 1, 2011 (the "Effective Date"). Assignor hereby
acknowledges and agrees that it shall remain primarily liable, jointly and severally with
Assignee, for all duties and obligations of lessee under the Lease.
DATE: 12011 CONOPCO, INC.,
a New York c�`(fo tion
By:
Name: d m il_ 0, k e i ,I-e
Title: �(-
ASSUMPTION OF LEASE
For value received, and in consideration of the above assignment by Assignor, as of the
Effective Date, the undersigned Assignee hereby accepts such assignment of the Lease and
hereby assumes all duties and obligations of Assignor under the Lease.
DATE: 2011 UNILEVER MANUFACTURING (US), INC.,
a Delaware corporation
By: n
Name: t
Title: ples-edleA
APPROVED AS TO FORM:
DATE: `L , 2011 CITY OF J E RSO ISSOU
APPROVEDAS TO FORM:
By:
Eric J. ayor
Cit f ounseior
1
1359653.3
6161-1436-Jefferson city, Mo
Unilever
Donald A.Smith
Assistant General Counsel
Real Estate
July 25, 2000 -
By Federal Express and
Certified Mail Return Receipt Requested
City of Jefferson
320 E. McCarty Street
Jefferson City MO 65101
Re: Lease between City of Jefferson and Conopco, Inc. d/b/a Unilever Home&Personal Care
USA, formerly Chesebrough-Pond's, Inc. 2900 West Truman Blvd., Jefferson City
Gentlemen/Madames:
Conopco, Inc., formerly Chesebrough-Pond's, Inc. hereby exercises its right to renew the above-
referenced lease for an additional term of five years.
We look forward to our continued presence in Jefferson City.
Very truly yours,
idzi4i/ofth
Donald A. Smith, Esq.
Assistant General Counsel -Real Estate
cc: Mike Swenson
Tim Caby
55549.01 7/25/00
Unilever United States, Inc.
390 Park Avenue • New York,New York 10022-4698
Telephone (212) 906-4852 •Facsimile (212) 318-3680