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1071 MDA with Briarcliff Realty
BILL NO. 2011 -019 ORDINANCE NO. - I AN ORDINANCE APPROVING A MASTER DEVELOPMENT AGREEMENT RELATING TO THE L -385 LEVEE REDEVELOPMENT PLAN. WHEREAS, pursuant to the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 - 99.865, Revised Statutes of Missouri, as amended ( "TIF Act "), the City of Riverside, Missouri ( "City") after recommendation by the Tax Increment Financing Commission of Riverside, Missouri ( "TIF Commission "), approved the L -385 Levee Redevelopment Plan, as amended ( "Redevelopment Plan"), the Redevelopment Project I, the Redevelopment Project I Area, the Redevelopment Project III, the Redevelopment Project Area I /III, and tax increment financing for the Redevelopment Project I Area and the Redevelopment Project Area I/III; and WHEREAS, the Redevelopment Plan, includes approximately 700 acres comprised of 33 parcels of developable property known as "Riverside Horizons ", and which was last amended through passage of Resolution No. 2007 -05 -01 on May 23, 2007; and WHEREAS, the City controls 9 of these parcels within an area totaling 394 acres; and WHEREAS, pursuant to the TIF Act, the City is authorized and empowered to convey and dispose of the Property to achieve the objectives of the Redevelopment Plan; and WHEREAS, the City has been working since the time of the adoption of the Redevelopment Plan to provide for the efficient and orderly development, operation and management of a retail/ commercial/ industrial development of Riverside Horizons for the benefit of the citizens of the City of Riverside; and WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri ( "IDA ") is the owner of certain property (defined in the Master Development Agreement as the "Property") located within the Redevelopment Project Area VIII; and WHEREAS, the City, the IDA, and UMB Bank, N.A., entered into that certain Financing and Cooperation Agreement dated as of May 1, 2007 relating to the Property (the "Financing Agreement "); and WHEREAS, the Financing Agreement requires that the IDA, upon request of the City, sell the Property subject to compliance with the Financing Agreement; and WHEREAS, the City finished an extensive community -wide Master Planning process that included Riverside Horizons and was a combination of economic analysis, land use, infrastructure planning and financing, design principles and guidelines, and community input; and WHEREAS, on June 9, 2010, the City issued a Request for Proposals seeking development proposals from developers to develop all or part of the Riverside Horizons Site; and WA 2815099.1 WHEREAS, the City received several proposals in response to the Request for Proposals, including a proposal from Briarcliff Realty LLC to develop approximately 260 acres of the Property generally bounded by Horizons Parkway on the west, Interstate 635 on the south and east and the BNSF railroad line on the north (`Briarcliff Horizons Site "); and WHEREAS, the City reviewed and evaluated the responses and determined that the proposal from Briarcliff Realty, LLC to develop the Briarcliff Horizons Site will best accomplish the City's vision of development of its property and benefit the citizens of the City of Riverside; and WHEREAS, the City desires to develop approximately 260 acres of the Property generally bounded by Horizons Parkway on the west, Interstate 635 on the south and east and the BNSF railroad line on the north (`Briarcliff Horizons Site "); and WHEREAS, The City has determined that the development Horizons Site as provided for in this Agreement, fulfills a public purpose and will further the growth of the City, facilitate the development of the entire Horizons Site, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and WHEREAS, the City and the Developer desire to enter into the Master Development Agreement to provide for the implementation of the Redevelopment Plan, subject to the terns and conditions of such Agreement. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri as follows: 1. Approval of Master Development Agreement: The Master Development Agreement is hereby approved in substantially the form presented with this Ordinance (a copy of which document is on file with the City Clerk), and the City is hereby authorized to enter into, execute and deliver such document with such changes therein as shall be approved by the officials of the City executing such document, such officials' signatures thereon being conclusive evidence of their approval and the City's approval thereof. 2. D to IDA: The City hereby directs the IDA to sell the Property to the Developer pursuant to the terms and conditions of the Master Development Agreement subject to the City complying with the Financing Agreement. The City hereby directs its appropriate officers, agents and employees to take such actions and execute such documents as are required under the Financing Agreement in order that the IDA is authorized to sell the Property. 3. Further Acts: The Mayor, the City Administrator, the Finance Officer and other appropriate officers, agents and employees of the City are hereby authorized to take such further actions and execute such other documents as may be necessary or desirable to carry out and 2 WA 2815099.1 comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the City with respect to the Master Development Agreement. 4. Severability: The portions of this Ordinance shall be severable. In the event that any portion of this Ordinance is found by a court of competent jurisdiction to be invalid, the remaining portions of this Ordinance are valid, unless the court finds the valid portions of this Ordinance are so essential and inseparably connected with and dependent upon the void portion that it cannot be presumed that Board of Aldermen would have enacted the valid portions within the invalid ones, or unless the court finds that the valid portions standing alone are incomplete and are incapable of being executed in accordance with the legislative intent. 5. Effective Date: This Ordinance shall be in full force and effect upon and after its passage and approval. PASSED AND APPROVED, this 10th day of May, 2011. ead - Mayor Kathleen L. Rose ATTEST City Clerk 3 WA 2815099.1 FINAL: May 10, 2011 MASTER DEVELOPMENT AGREEMENT Between the CITY OF RIVERSIDE, MISSOURI And BRIARCLIFF REALTY, LLC Dated as of May 10, 2011 In connection with L -385 LEVEE REDEVELOPMENT PLAN, AS AMENDED and the development of the BRIARCLIFF HORIZONS PROJECT {32159 / 65681; 328535.41 WA 2772384.1 MASTER DEVELOPMENT AGREEMENT THIS MASTER DEVELOPMENT AGREEMENT is made and entered into as of May 10, 2011 ( "Effective Date "), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri, and BRIARCLIFF REALTY, LLC a limited liability company duly organized and existing under the laws of the State of Missouri. (All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Article I of this Agreement.) RVCITALIS WHEREAS, the City of Riverside adopted the L-385 Levee Redevelopment Plan ("L-385 Plan "), which includes approximately 700 acres comprised of 33 parcels of developable property known as "Riverside Horizons ", and which was last amended through passage of Resolution No. 2007 -05 -01 on May 23, 2007; and WHEREAS, the City controls 9 of these parcels within an area totaling 394 acres; and WHEREAS, the City desires to develop approximately 260 acres generally bounded by Horizons Parkway on the west, Interstate 635 on the south and east and the BNSF railroad line on the north ( "Briarcliff Horizons Site "); and WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri owns the Briarcliff Horizons Site and that pursuant to the Financing and Cooperation Agreement between the City, the Authority and the Trustee dated May 1, 2007 and the Authority is required to sell the applicable Briarcliff Horizons Property at the written direction of and on terms determined by the City; and WHEREAS, the City has been working since the time of the adoption of the L-385 Plan to develop the Briarcliff Horizons Site for the benefit of the citizens of the City of Riverside; and WHEREAS, the City finished an extensive community -wide Master Planning process that included the Briarcliff Horizons Site and was a combination of economic analysis, land use, infrastructure planning and financing, design principles and guidelines, and community input; and WHEREAS, on June 9, 2010, the City issued a Request for Proposals seeking development proposals from developers to develop the Riverside Horizons; and WHEREAS, the City received several proposals in response to the Request for Proposals, reviewed and evaluated the responses and determined that the proposal from Briarcliff Realty, LLC ( "Briarcliff') to develop the Briarcliff Horizons Site will best accomplish the City's vision of development of its property and benefit the citizens of the City of Riverside; and WHEREAS, The Board of Aldermen have determined that the development Horizons Site as provided for in this Agreement, fulfills a public purpose and will further the growth of the City, facilitate the development of the entire Horizons Site, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and {32159 / 65681; 328535.41 WHEREAS, the Parties desire to set forth the terms and conditions of development of the Briarcliff Horizons Site. AGREEMENT Now, therefore, in consideration of the premises and promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS AND RECITALS 1.1. Definitions. As used in this Agreement, certain words and terms shall have the meanings as set forth in Exhibit 0 attached hereto and incorporated herein by reference. 1.2. Recitals Incorporated Herein. The Recitals set forth above in this Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.2. 1.3. Exhibits Incorporated. The Exhibits to this Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.3. ARTICLE II DEVELOPER DESIGNATION AND AMENDMENT OF PLAN 2.1. Developer Designation The City hereby designates Briarcliff as the Master Developer of the Briarcliff Horizons Site to perform or cause the performance of the Infrastructure Project and the Briarcliff Horizons Project in accordance with this Agreement and all required Governmental Approvals. The Briarcliff Horizons Site is legally described in Exhibit A , attached hereto and incorporated herein by reference and the Infrastructure Project and the Briarcliff Horizons Project are depicted in the Master Plan in Exhibit B , attached hereto and incorporated herein by reference ( "Master Plan "). To the extent of any inconsistency among the foregoing, the parties agree that the more restrictive document shall govern so long as such more restrictive document does not constitute a change to the Redevelopment Plan or any Redevelopment Project as would, in the opinion of the City Attorney or special counsel retained by the City, require further hearing pursuant to the TIF Act. The parties acknowledge the Developer is in the process of acquiring equity funding for the Infrastructure Project and therefore this Agreement is expressly conditioned upon (i) Developer providing a firm unconditional written commitment evidencing immediate available funds sufficient to fund the first Infrastructure Phase within sixty (60) days of approval of this Agreement by the Board of Aldermen; subject to an automatic extension of an additional sixty (60) days if necessary, to complete the equity fundraising for the first phase of the Infrastructure Improvements (said amount is estimated to be $6,300,000) provided that Developer is making all commercial reasonable efforts to complete the equity fundraising; and (ii) the execution and continued performance of the Briarcliff Horizons Purchase Contract by the Developer. Upon completion of the equity fundraising, Developer shall notify the City that it has raised the necessary equity and deposit an amount equal to the funds necessary to complete the engineering costs for the first phase Infrastructure Improvements no later than thirty (30) days thereafter. To the extent such evidence of funding is not secured, this Agreement shall be of no further force and effect. {32159 / 65681; 328535.41 2.2. Amendment of L -385 Levee Redevelopment Plan and PD Zoning Plan The City agrees to prepare and process an amendment to the L-385 Levee Redevelopment Plan to accommodate the development of the Master Plan for submission to the Board of Aldermen for their approval. The City further agrees to process an amendment to the existing PD Development Plan, the approved zoning plan for the Property, to include the Master Plan for submission to the Board of Aldermen for their approval. 2.3. Market - Master Plan. The City recognizes that Briarcliff will market the uses as identified in the Master Plan and agrees that, dependent upon market response, it may be necessary to refine and revise (including revisions to mix of uses and the time schedule for construction and completion of the project) the Master Plan to accommodate the market as set forth in this Agreement. ARTICLE III INFRASTRUCTURE PROJECT 3.1. Undertaking of Developer. Developer hereby agrees, subject to the terms and conditions hereinafter provided, to construct and complete the public infrastructure and other public improvements described below as set forth on the Master Plan ( "Infrastructure Project "). (a) The City and Developer hereby agree that all public infrastructure and other public improvements constituting the Infrastructure Project in substantial accordance with Exhibit C attached hereto and incorporated herein by reference (the "Infrastructure Improvements ") shall be developed and constructed on the Briarcliff Horizons Site. (b) The City and Developer hereby agree that the Infrastructure Project may be developed, constructed and completed in one or more phases (each an "Infrastructure Phase" or collectively "Infrastructure Phases "), as described in Exhibit D attached hereto and incorporated herein by reference and more generally described in Section 3.2 below. (c) The performance of all activities by Developer hereunder shall be as an independent contractor and not as an agent of the City, except as otherwise specifically provided herein. (d) Except as provided in Section 3.1(e) below, the Infrastructure Project, as described in this Agreement and Exhibit B, Exhibit C and Exhibit D shall not be amended or modified without (i) the prior written consent of the Board of Aldermen which consent shall not be unreasonably withheld or delayed, and (ii) full compliance with all Applicable Laws and Regulations. (e) Permitted Modifications. Developer shall have the right, in its reasonable discretion, to modify the scope and physical parameters during construction of each Infrastructure Phase (each, a "Permitted Modification ") if, and to the extent, that: (i) Permitted Modifications are required by Applicable Laws and Requirements; or (ii) Permitted Modifications do not to exceed the total amount of contingency for the particular Infrastructure Phase; Developer agrees that any such Permitted Modification shall be consistent, and comply, with Applicable Laws and Requirements. A Permitted Modification shall not require the consent of {32159 / 65681; 328535.41 the City, however, as soon as practicable Developer shall give to the City reasonable notice of any Permitted Modification. 3.2. Phasing of the Infrastructure Project; Minimum Improvements The Developer and City shall work together to define each Infrastructure Phase. The Developer hereby understands and agrees that prior to the start of construction of each such Infrastructure Phase, the City shall require from the Developer a firm commitment as to improvements that shall, be designed, constructed, developed and completed in each such Infrastructure Phase, consistent with the Master Plan. The parties further agree that it may be necessary to refine and revise, including the time schedule for the development, the Master Plan in accordance with 3.1(d). Therefore, the parties agree that before proceeding with the construction of any Infrastructure Phase, the parties shall amend Exhibit C and Exhibit D in accordance with 3.1(d) to define in detail the Infrastructure Improvements to be designed, constructed, developed and completed by Developer for such Infrastructure Phase. Notwithstanding the foregoing, the parties hereby agree that the Infrastructure Phases shall generally be as follows: (a) Infrastructure Phase 1 : The first Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase I") shall consist of the lakes, canals, landscaping, all of the infrastructure for phase 1 of the industrial section of the project, and the phase 1 of the office section, as more specifically described in Exhibit C -1 , and shall be constructed within eighteen (18) months of the date that Developer provides notice to the City that it has completed the equity fundraising for the first phase of the Infrastructure Improvements and has deposited the amount of funds needed to complete the engineering costs for the first phase of Infrastructure Improvements as provided in Section 2.1 of this Agreement. (b) Infrastructure Phase 2 : The second Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase 2 ") shall consist of the Infrastructure Improvements required for the second phase of industrial improvements. (c) Infrastructure Phase 3 : The third Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase 3 ") shall consist of the Infrastructure Improvements required for the second phase of office improvements. (d) Infrastructure Phase 4 : The fourth Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase 4 ") shall consist of the Infrastructure Improvements required for the third phase of office improvements. (e) The scope of the Infrastructure Project may be expanded beyond the Infrastructure Improvements from time to time upon the written agreement of the parties. 3.3. Start of Construction of Subsequent Infrastructure Phases. Subsequent to Infrastructure Phase 1, Developer shall start construction of each new Infrastructure Phase not less than eighteen (18) months from the date on which ninety percent (90 %) of the vertical improvements for the prior Briarcliff Horizons Phase is completed. For example, Developer shall begin construction of Infrastructuree Phase 2 upon completion of construction of ninety percent (90 %) of the vertical improvements for Briarcliff Horizons Phase 1. Developer shall begin construction of Infrastucture Phase 3 upon completion of construction of ninety percent (90 %) of the vertical improvements for Briarcliff Horizons Phase 2. Developer shall begin construction of Infrastructure Phase 4 upon completion of construction of ninety percent (90 %) of the vertical improvements for Briarcliff Horizons Phase 3. {32159 / 65681; 328535.41 ARTICLE IV INFRASTRUCTURE PROJECT FINANCING — SOURCE OF FUNDS 4.1. Source of Funds The Infrastructure Project shall be funded by the Developer and City, subject to appropriation, as defined below. 4.2. Infrastructure Project Costs. (a) Project Budget. The total cost of the Infrastructure Project is estimated to be $23,275,184.00 ( "Infrastructure Project Budget "). The Infrastructure Project Budget shall include all costs of the Infrastructure Improvements described in Exhibit C. The Infrastructure Project Budget does not include the utilities described in Section 5.13. (b) Infrastructure Project Cost Split. As needed from time to time hereunder, Developer and City shall fund the Infrastructure Project concurrently on a pro -rata basis as follows: (i) The Developer shall fund fifty -one percent (51%) of the Infrastructure Project Budget, estimated to be $11,870,344.00 ( "Developer's Capital Contribution "); and (ii) The City shall fund forty -nine percent (49 %) of the Infrastructure Project Budget, estimated to be $11,404,840.00 ( "City's Capital Contribution "). (c) Phases. Each Infrastructure Phase of the Infrastructure Project shall be funded at the time such Infrastructure Phase is ready to commence. Each such Infrastructure Phase shall be funded with apro -rata share of the Infrastructure Budget described above. NOTE: These costs are based on 2011 dollar estimates and are subject to change based on inflation costs or to reflect the actual conditions and unforeseen infrastructure costs at the time the infrastructure is actually constructed. 4.3. Payment of Funds into a Special Infrastructure Project Escrow Account. (a) The City shall establish a Special Infrastructure Project Escrow Account to receive funds required to complete construction of the Infrastructure Project. The Special Infrastructure Project Escrow Account shall be held by United Missouri Bank or such other escrow agent that is mutually agreeable to the City and Developer. (b) Within thirty (30) days of the City's approval of an Infrastructure Phase, Developer shall deposit its pro -rata portion of the estimated project costs for such Infrastructure Phase into the Special Infrastructure Project Escrow Account. (c) Within fourteen (14) days of Developer's deposit into the Special Infrastructure Project Escrow Account in accordance with Section 43(b), the City shall deposit their pro -rata portion of the estimated project costs for such Infrastructure Phase into the Special Infrastructure Project Escrow Account. {32159 / 65681; 328535.41 4.4. Procedure for Pavment of Infrastructure Proi ect Costs. (a) Subject to the terms and conditions of this Agreement, the City agrees to use the proceeds of the Special Infrastructure Project Escrow Account to pay for the verified Infrastructure Project Costs. (b) Certification of Costs by Developer To provide for the payment of Infrastructure Project Costs, the Developer shall, from time to time, submit to the City a written disbursement request properly completed in all respects and substantially in the form of Exhibit E attached hereto and incorporated by reference ( "Certificate of Infrastructure Project Costs ") which shall include itemized invoices, receipts or other acceptable information evidencing such costs, and including lien waivers as required by the City, and which shall be signed by Developer and Principal Engineer and authorized by the City's Owners Representative, if any (the lien waivers may include conditional lien waivers as construction is progressing and shall include unconditional liens waivers upon final completion of the construction). Prior to the payment of the final payment in each Infrastructure Phase, Developer shall submit to the City a certificate of substantial completion properly completed in all respects and substantially in the form of Exhibit F attached hereto and incorporated by reference ( "Certificate of Substantial Completion "). (c) Payment of Costs by City. The City hereby authorizes its Director of Finance, ( "Director ") in consultation with its owner's representative, to approve or disapprove requisitions, certified in accordance with Section 4.4(b) above, on the Special Infrastructure Project Escrow Account. Within fifteen (15) Business Days of the City's receipt from the Developer of a Certificate of Infrastructure Project Costs, the Director shall review and act upon such Certificate of Infrastructure Project Costs. Upon approval, the Director shall, but solely from funds deposited in the Special Infrastructure Project Escrow Account, thereafter pay such approved Infrastructure Project Costs with a joint pay if requested by Developer or Developer's designee. If the City determines that any costs identified as an Infrastructure Project Cost is an ineligible Infrastructure Project Cost, the City shall so notify the Developer in writing within fifteen (15) days identifying the ineligible cost and the basis for determining the cost to be ineligible. If Developer disagrees with a determination of ineligibility, it may request accelerated dispute resolution pursuant to the procedure set forth in Exhibit P . 4.5. Limitation on the City's Obligations. (a) Limited to Special Infrastructure Project Escrow Account Notwithstanding any other term or provision of this Agreement, Infrastructure Project Costs shall be paid solely from funds in the Special Infrastructure Project Escrow Account and from no other source. (b) Payment Limited to Infrastructure Project Costs Nothing in this Agreement shall obligate the City to pay for any cost that does not qualify as a verified actual Infrastructure Project Cost. 4.6. City's Right to Audit The City may audit the Developer's books relating to the incurring of Infrastructure Project Costs submitted for payment; said audit rights being limited to the period of time to within thirty -six (36) months following the expenditure of the Infrastructure Project Costs. {32159 / 65681; 328535.41 ARTICLE V INFRASTRUCTURE PROJECT CONSTRUCTION IMPLEMENTATION 5.1. Design Professionals The Developer shall select such architects, engineers and other design professionals and consultants as are necessary to provide construction documents and construction oversight services for the construction of the Infrastructure Improvements to be designed, constructed and completed by Developer in or about the Briarcliff Horizons Site. All agreements respecting architectural and engineering services shall be between Developer and such persons, and a copy of each such agreement shall be timely provided to the City upon a request for the same. Developer has selected Olsson & Associates as the principal engineer for the Infrastructure Improvements (the "Principal Engineer "), and the City has approved such selection. The City shall be named as a specific third party beneficiary on any agreements to provide services in accordance with this section 5.1. 5.2. Design and Plans and Specifications Developer shall, as soon as practicable, provide the City with Construction Plans for the Infrastructure Improvements for each Infrastructure Phase, which Construction Plans shall include cost estimates for the Infrastructure Improvements, the design of which is compatible with the Master Plan, Exhibit C, this Agreement and all Applicable Laws and Requirements. Developer recognizes, stipulates and agrees that the Infrastructure Construction Plans shall be presented to and subject to approval by the City and the appropriate Government Authorities. Without the prior written approval of the City and the appropriate Government Authorities, there shall be no substantial amendment to the Infrastructure Construction Plans subsequent to approval of the Infrastructure Construction Plans by the City. 5.3. General Contractor and Construction Documents Developer will competitively bid the Infrastructure Project and will select the general contractor whom Developer determines to be the lowest and best bid based upon consideration of the bids received, including price, quality and responsiveness of bid, ability to comply with requirements, experience and performance. Developer will notify the City within 10 days of the selection of the general contractor (the "General Contractor ") for the construction of the Infrastructure Improvements, for the City's approval of the selected General Contractor which approval shall not be unreasonably withheld or delayed. Developer represents that its construction documents relative to the Infrastructure Improvements (the "Infrastructure Construction Documents ") shall require and provide the following for each Infrastructure Phase of the Project: (a) the design, development, construction, equipping and completion of the Infrastructure Improvements in accordance with the Master Plan, this Agreement, the Infrastructure Construction Plans and all Applicable Laws and Requirements, (b) a guaranteed maximum price, (c) guaranteed Substantial Completion not later than the appropriate Completion Date described in Exhibit D, and (d) surety of performance and labor and material payment bonds in the full amount of the Construction Plans with the City named as an additional insured. The City shall be named as a specific third party beneficiary on any construction contract. 5.4. Ownership of Work Product Developer and City shall jointly own all Construction Plans and Infrastructure Construction Documents, including, but not limited to surveys, soils reports, engineering reports and any other work product that is generally beneficial to the Infrastructure Project and the Briarcliff Horizons Site ( "Work Product "). Each party shall have an unconditional and absolute fully paid up, world -wide, non - exclusive license and /or right to utilize Work Product, including but not limited to the right to publish, republish, transmit, sell, distribute, modify, create derivative works and otherwise use the Work Product for the benefit of the Briarcliff Horizons Site, in whole or in part, in all languages and in all media of expression now known or later developed, and to license or permit others to do so. {32159 / 65681; 328535.41 5.5. Changes or Amendments. Developer shall not make any changes or amendments to, or terminate any of the Infrastructure Construction Documents or Construction Plans, or release any party therefrom without the prior written consent of the City. After initial approval by the City, Developer shall promptly deliver to the City copies of all change orders or other changes or amendments to the Infrastructure Construction Documents or Construction Plans. Developer agrees that (a) it shall perform its duties and obligations under the Infrastructure Construction Documents or Construction Plans and (b) enforce the obligations of all other parties thereunder. 5.6. Construction of Improvements. Developer shall cause the Infrastructure Improvements to be constructed and completed substantially in accordance with the Infrastructure Construction Documents or Construction Plans, the Master Plan and this Agreement. In addition, the Infrastructure Construction Documents or Construction Plans, and any other contracts for the design, development, acquisition, construction and completion of the Infrastructure Improvements, as well as all other contracts or agreements respecting the Infrastructure Improvements, shall comply and conform with all Applicable Laws and Requirements. (a) The Infrastructure Improvements shall be constructed in a good and workmanlike manner in accordance with the terms of this Agreement. (b) The Developer shall seek competitive bids for all materials and activities relating to the Infrastructure Improvements in accordance with City Code. Developer shall, upon opening of the bids, immediately provide to the City copies of all of the bids. Developer shall award contracts for all Infrastructure Improvements for which competitive bidding is required to the lowest and best bidder with such selected bidder being subject to the approval of the City which approval shall not be unreasonably withheld, conditioned or delayed. Prior to awarding contracts for any Infrastructure Improvements, Developer shall provide notice of such award to the City and shall have obtained any approvals required hereunder. (c) No Infrastructure Improvements may be constructed except pursuant to a written contract provided that prior to entering into any such contract, that scope of work and the amount of such contract, including all change orders, must have been approved, in writing, by the City. The City shall promptly act upon each such matter but no later than ten (10) Business Days after receiving a complete package containing all the bids, the scope of work and the contract amount. Developer shall submit each contract, including all amendments and change orders, to the City. (d) Prior to the commencement of any portion of the Infrastructure Improvements, the Developer shall obtain or shall require that any of its contractors obtain workers' compensation, comprehensive public liability and builder's risk insurance coverage in amounts customary in the industry for similar type projects. The Developer shall require that such insurance be maintained by all of its contractors for the duration of the construction of such portion of the Infrastructure Improvements and that City shall be named as an additional insured. 5.7. Responsibility for Desitn and Construction. Developer shall, subject to the terms of this Agreement, and the Master Plan, design, manage and construct the Infrastructure Improvements. Neither Developer, nor any Developer Affiliate shall receive a separate fee from the City for acting as construction manager of the Infrastructure Improvements. To the extent Develop hires or requires a construction manager, Developer shall pay for such services at its sole cost and expense. Notwithstanding anything set forth herein to the contrary, the Infrastructure Construction Documents and /or Construction Plans shall be sealed by the Principal Engineer and shall require that the Principal Engineer render a certificate upon the completion of the work required thereby that said work has been completed in accordance with all Applicable Laws and Requirements. {32159 / 65681; 328535.41 5.8. Payment and Performance Bonds The General Contractor shall be required under the Construction Plans to furnish and maintain in full force and effect performance and labor and material payment bonds in the full amount of the project cost, as set forth in the Infrastructure Construction Documents. Said bonds shall be in form and substance and issued by a corporate surety satisfactory to Developer and the City. Said bonds shall be in favor of Developer, the City, and such other parties as are specified in writing by the City. 5.9. Permits and Reviews. The Developer hereby recognizes, stipulates and agrees (a) Developer, or its General Contractor, shall procure and pay for any and all permits, licenses or other forms of authorizations that are, from time to time, required, and (b) that nothing herein shall be construed as any release by the City of the responsibility of Developer to comply with, and satisfy the requirements of, all Applicable Laws and Requirements. 5.10. Prevailing Wage. Developer agrees to pay prevailing wages as established by the Applicable Laws and Requirements for all aspects of construction of the Infrastructure Improvements undertaken by Developer, and Developer shall use its best efforts to see that others responsible for constructing portions of the Infrastructure Improvements pay such prevailing wage. This provision shall not subject Developer to this prevailing wage requirement for its vertical construction of the Briarcliff Horizons Improvements that are being financed privately. 5.11. Undertaking of the City. The City hereby agrees to construct and complete the utility projects described below: (a) Water. The City shall be responsible for the cost of the improvements specifically described in Exhibit 0. Any refunds or rebates for these main extensions shall be paid to the City in accordance with the applicable filed tariff of Missouri American Water Company. The Developer shall be responsible pursuant to applicable tariffs for the cost of all additional main extensions and service lines to provide water and fire flow to the Property. (b) Electric. The City shall be responsible for the cost of the improvements specifically described in Exhibit R. The Developer shall be responsible for the cost of all additional line extensions, service connections and related equipment, and any additional duct and conduit capacity requested by Developer. (c) Sewer. The City shall be responsible for the cost of sewer line improvements as more specifically described in Exhibit S. The Developer shall be responsible for the cost of all additional sewer extensions to the Property. (d) Environmental. Developer acknowledges City has procured Existing Environmental Reports on the Briarcliff Horizons Site. The City shall be responsible for the cost of environmental remediation activities on the Briarcliff Horizons Site identified on the Existing Environmental Reports described above and specifically described in Exhibit T at the City's sole cost. ARTICLE VI BRIARCLIFF HORIZONS PROJECT 6.1. Undertaking of Developer. Developer hereby agrees, subject to the terms and conditions hereinafter provided, to develop, construct, complete and operate the industrial, office, retail {32159 / 65681; 328535.41 and hospitality, infrastructure, buildings and other improvements described below (the "Briarcliff Horizons Improvements ") and as set forth in and consistent with the Master Plan ( "Briarcliff Horizons Proj ect "). (a) The City and Developer hereby agree that the Briarcliff Horizons Improvements to be constructed within each Briarcliff Horizons Phase shall meet the design, architecture, signage, parking and landscape standards attached as Exhibit G attached hereto and incorporated herein by reference. (b) The City and Developer hereby agree that the Briarcliff Horizons Project may be constructed in one or more phases (each an "Briarcliff Horizons Phase" or collectively "Briarcliff Horizons Phases "), as described in Exhibit H attached hereto and incorporated herein by reference and more generally described in Section 6.4 below. (c) The Briarcliff Horizons Project, including in this Section and Exhibit B, Exhibit G and Exhibit H shall not be amended or modified without the prior written consent of the City, provided that changes that do not decrease the overall square footage of the vertical Briarcliff Horizons Improvements as described in Exhibit H by more than ten percent (10 %) and do not increase the area allocated to the Industrial Section described Section 6.3(a)(i) shall not require the City's consent as long as they are in full compliance with all Applicable Laws and Requirements. 6.2. Source of Funds The Briarcliff Horizons Project shall be solely funded by Developer. 6.3. Development Developer hereby contemplates that all Briarcliff Horizons Improvements shall be developed, constructed and completed on the Briarcliff Horizons Site in substantial accordance and compliance with the terms and conditions of this Section. The parties further agree as follows: (a) The Briarcliff Horizons Project is contemplated to be developed, designed and constructed to include industrial, office, retail and hospitality components generally as follows: (i) An industrial area consistent with the Master Plan, but in no event totaling more than 125.5 acres (excluding the land area devoted to swales, berms, common area and the sewer lift station) (the "Industrial Section "). (ii) The remaining area is to be used for office, retail, hospitality and civic uses (the "Office Section "). (b) On an annual basis, prior to April 30 of each year, Developer shall provide to the City a written update on the then current market conditions, the status of the development of the Briarcliff Horizons Property and the Horizons development schedule, and plans for development during the coming year. If such update is not provided to the City by April 30, the City shall provide notice to the Developer that such report has not been received. In the event Developer fails to provide a written plan, the Developer shall then have thirty (30) days to cure. (c) Construction plans for the Briarcliff Horizons Project shall be prepared by a professional engineer or architect licensed to practice in the State of Missouri. The construction plans and all construction practices and procedures with respect to the Briarcliff Horizons Project shall be in conformity with all applicable state and local laws, ordinances and regulations, and shall be submitted to the City for approval. {32159 / 65681; 328535.41 6.4. Phasing of the Briarcliff Horizons Project; Minimum Briarcliff Horizons Improvements The Developer hereby understands and agrees that within each Briarcliff Horizons Phase time is of the essence, the City shall require from the Developer completion of 50,000 square feet of improvements that shall, at a minimum, be designed, constructed, developed, completed and operated in the first phase of Briarcliff Horizons Phase 1 within forty eight (48) months of the execution of the Agreement (the "Minimum Briarcliff Horizons Improvements "). The parties further agree that the planning, scope and content of the Briarcliff Horizons Improvements to be constructed within each Briarcliff Horizons Phase has not yet been determined, nor has the exact location of the real property required for each Briarcliff Horizons Phase within the Redevelopment District. Therefore, the parties agree that before proceeding with any Briarcliff Horizons Phase, the parties shall enter into an addendum to this Agreement to define in detail the Briarcliff Horizons Improvements to be designed, constructed, developed, completed and operated by Developer for that Briarcliff Horizons Phase and the location of the Briarcliff Horizons Property in connection with such Briarcliff Horizons Phase. Notwithstanding the foregoing, the parties hereby agree that the Briarcliff Horizons Phases shall generally be as follows: (a) Briarcliff Horizons Phase 1: The first Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 1 ") shall consist of the Briarcliff Horizons Improvements required for the first Industrial Section. (b) Briarcliff Horizons Phase 2: The second Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 2 ") shall consist of the Briarcliff Horizons Improvements required for the first Office Section. (c) Briarcliff Horizons Phase 3: The third Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 3 ") shall consist of the Briarcliff Horizons Improvements required for the second Industrial Section. (d) Briarcliff Horizons Phase 4: The fourth Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 4 ") shall consist of the following Briarcliff Horizons Improvements required for the second Office Section. (e) Briarcliff Horizons Phase 5: The fifth Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 5 ") shall consist of the Briarcliff Horizons Improvements required for the third Office Section. 6.5. Governmental Approvals. (a) Developer shall, at Developer's sole cost and expense, obtain all Governmental Approvals needed for the Briarcliff Horizons Project. The City agrees to employ reasonable and good faith efforts to cooperate with the Developer and to process and timely consider and respond to all applications for the Governmental Approvals as received, all in accordance with applicable City ordinances and the laws of the State of Missouri. (b) Simultaneously with any subdivision, lot split or plat of any part of the Briarcliff Horizons Property, Developer shall record in the Office of the Platte County Recorder of Deeds and file with the Levee District, an agreement, in substantially the form attached as Exhibit I allocating, on a per square foot basis, the total benefits assessed by the Levee District against such portion of the Briarcliff Horizons Property being subdivided, split or platted against the individual tracts or lots existing after such subdivision, lot split or plat; provided, however, no benefits shall be allocated to or assessed against any rights -of -ways held by or on behalf of any governmental {32159 / 65681; 328535.41 entity (however, the City Facility as outlined in Exhibit L shall be subject to the allocation of any assessments). 6.6. Certificate of Substantial Completion for Minimum Improvements Promptly after substantial completion of the Minimum Briarcliff Horizons Improvements for each Briarcliff Horizons Phase in accordance with the provisions of this Agreement, the Developer shall furnish to the City a Certificate of Substantial Completion certifying such completion. Within thirty (30) days following delivery of a complete Certificate of Substantial Completion, the City shall carry out such inspections as it deems necessary to verify to its reasonable satisfaction the accuracy of the certifications contained in the Certificate of Substantial Completion and either accept the Certificate of Substantial Completion or provide the Developer with specific written objections, describing such objections. In the event that the City provides the Developer with specific written objections to the Certificate of Substantial Completion within such thirty (30) day period, then the Developer may address such objections and re- submit the Certificate of Substantial Completion to the City in accordance with this Section and the thirty (30) day review period shall begin anew. Upon acceptance of the Certificate of Substantial Completion, the Developer may record the Certificate of Substantial Completion with the County's Recorder of Deeds, and the same shall constitute evidence of the satisfaction of the Developer's agreements and covenants to perform the portion of the Redevelopment Project so accepted. The Certificate of Substantial Completion shall be in substantially the form attached as Exhibit J , attached hereto and incorporated by referenced herein. The City's acceptance of a Certificate of Substantial Completion does not in any way operate to waive the City's rights, as a governmental entity, to enforce the City code. ARTICLE VII BRIARCLIFF HORIZONS PROJECT - MARKETING, PURCHASE AND SALE 7.1. Marketing The Developer shall actively market the Briarcliff Horizons Site and commence development of the Briarcliff Horizons Project. 7.2. Development Use Restrictions Developer hereby understands and agrees that the nature of the industrial, office and civic components of the Briarcliff Horizons Project are critical to the approval of this Agreement and shall be subject to the use restrictions mutually agreed to between the parties. At the time the Briarcliff Horizons Site is platted, Developer and the City shall execute a document which shall memorialize the restrictions set forth in this Section and record the same against the Briarcliff Horizons Site. 7.3. Reserved City Facility. The City may retain a portion of the Briarcliff Horizons Site to be used for City Facilities, as set forth on Exhibit L . In no event shall the City or Developer be obligated to pay any acquisition cost for a City Facility. 7.4. Purchase of Property. The Developer and City shall enter into a land sale purchase contract for the Briarcliff Horizons Site in the form attached as Exhibit M ( "Briarcliff Horizons Purchase Contract ") vesting Developer with the right to purchase all or a portion of the Briarcliff Horizons Site (the "Briarcliff Horizons Property ") subject to the satisfaction of the contingencies to closing described in 7.5 below. The Developer may close only on such portion of the Briarcliff Horizons Property at any one time as is reasonably necessary to further construction of the Briarcliff Horizons Improvements or part thereof as defined in the applicable construction plans submitted in accordance with Section 6.3(c) and Section 7.5(a)(iv). The purchase price for each Briarcliff Horizons Property shall be $0.50 per square foot ( "Purchase Price "). The Briarcliff Horizons Property Purchase Price for each Briarcliff Horizons Property shall be due and payable in accordance with the Briarcliff Horizons Purchase Contract. {32159 / 65681; 328535.41 7.5. Conditions to Closing each Briarcliff Horizons Phase (a) Not less than thirty (30) days prior to Closing, Developer shall provide a written notice to City depicting and identifying the legal description of the Briarcliff Horizons Property to be closed upon ( "Land ") consistent with Section 7.4 above and identify the developing party ( "Closing Notice "). (b) The City's obligation to close the sale of the Briarcliff Horizons Property which will be developed by Briarcliff Realty, LLC, Briarcliff Horizons, LLC, or a Developer Affiliate is conditioned upon satisfaction of each of the following conditions by Developer at or prior to the Briarcliff Horizons Property Closing Date, or such earlier date as is specified with respect to a particular condition: (i) None of the representations and warranties of the Developer set forth in Section 11.2 shall be untrue or incorrect in any material respect. (ii) The Developer shall not be in default of any its covenants, agreements, promises and obligations under this Agreement; (iii) The Developer shall provide construction plans for the Briarcliff Horizons Improvements for such Briarcliff Horizons Phase which shall comply with the design criteria no later than ten (10) days prior to Closing; (iv) The Developer shall provide a commercially reasonable guaranteed maximum price construction contract for construction of all Briarcliff Horizons Improvements planned for such Briarcliff Horizons Phase to complete such Briarcliff Horizons Improvements, which contract is in accordance with the agreed upon design criteria, construction and completion schedule and construction plans for such Briarcliff Horizons Phase; and (v) The Developer shall provide reasonable evidence that Developer has procured and closed financing transactions for construction of Briarcliff Horizons Improvements subject to closing, the net proceeds of which are reasonably sufficient and available to fully fund the hard and soft costs for such Briarcliff Horizons Improvements. (vi) The Briarcliff Horizons Property to be purchased by Developer as described in the Closing Notice shall have been platted in accordance with applicable state and municipal law. (c) In cases where the property being purchased for the Briarcliff Horizons Project will be developed by an independent third party, the City and Developer agree to condition the City's obligation to close the sale of such property upon satisfaction of conditions mutually agreed upon by City and Developer at or prior said sale (said conditions may include some or all of the conditions set forth above in Section 7.5(b). 7.6. Covenant to Commence Construction (a) The Developer covenants to commence construction of vertical improvements on each Horizons Property upon which Briarcliff Realty, LLC, Briarcliff Horizons, LLC, or a Developer Affiliate closes on pursuant to 7.5(b) consistent with submitted design criteria and {32159 / 65681; 328535.41 construction plans within sixty (60) days of the applicable closing date. The conveyance of each Horizons Property shall be subject to a reversionary interest in the event that Developer fails to timely begin commencement of construction as described above. Upon request of Developer for good cause shown, an extension of Developer's covenant may be granted by the City, which shall not be unreasonably withheld or delayed. (b) The conveyance of each Horizons Property to an independent third party pursuant to 7.5(c) shall be subject to a reversionary interest which may be enforced by either the City or Developer in the event such independent third party fails to timely begin commencement of construction within six (6) months of the applicable closing date. Upon request of Developer for good cause shown, an extension of this covenant may be granted by the City, which shall not be unreasonably withheld or delayed. 7.7. Levee District Assessments /Prorations at Closing (a) Developer acknowledges that the Briarcliff Horizons Site is subject to annual special assessments and taxes by the Levee District. The amount of taxes and assessments attributable to each tract of land is determined based upon the benefits assessed against such tract on the records of the Levee District. One hundred percent (100 %) of the benefits associated with the Briarcliff Horizons Property shall remain with the net Briarcliff Horizons Property, after excluding all rights -of -ways, transferred to Developer. Developer acknowledges and agrees that all such special assessments and taxes shall be imposed against the each Briarcliff Horizons Property acquired by Developer and no portion of any special assessment or tax shall be levied against any right -of -way or easement obtained or reserved, now or in the future, by the City or the Authority. This Section shall survive Closing and termination of this Agreement. (b) The City shall be responsible for all real estate taxes and special assessments due and payable for years prior to the year in which applicable Closing occurs and for the then current year to the extent then billed, provided, however, that taxes and assessments for the tax period in which a Closing occurs shall be prorated, with the City or the Authority, as applicable, being responsible for the period through the day preceding Closing, and the Developer responsible for the period commencing on the date of Closing. If not yet billed, Developer shall be responsible for all taxes and special assessments due and owing for the year in which a Closing occurs, subject to proration as provided above at Closing. In the event taxes and assessments for the tax period in which a Closing occurs are not available at the applicable Closing Date, then they shall be presumed to be the same as those for the last preceding tax period for which the amount of taxes and assessments is known; provided, at such time as the actual taxes and assessments become known after such Closing Date, the parties shall reprorate such amounts and remit payment as is appropriate. 7.8. Developer Waiver of Due Diligence The Developer acknowledges that Developer is familiar with the Briarcliff Horizons Site. Further, Developer acknowledges that Developer is aware of the condition of the L-385 Levee Project and the potential need for future repairs. Developer understands that the costs of future repairs to the Levee Project may be assessed against the property owners within the District, including the Developer. Developer waives any claim against the City with respect to the Levee Project and Developer agrees to close on the purchase of each Briarcliff Horizons Property without regard to the status of the Levee Project. It is acknowledged and agreed that at closing and recordation of any particular tract within the Briarcliff Horizons Project, the City makes no warranties or representations as to the real property {32159 / 65681; 328535.41 transferred, express or implied, and Developer shall accept and acquire each Briarcliff Horizons Property "AS, WHERE IS" without representation or warranty from the City of any kind. Developer may make such inspections of and testing on the Briarcliff Horizons Property ( "Land ") to determine that the Land as to which Developer is contemplating giving a Closing Notice is suitable for Developer's purposes in all respects, including, without limitation, obtaining a survey or surveys, investigation of flood plain and drainage conditions; underground geologic conditions; environmental conditions; zoning, availability of electric, natural gas, water, sanitary sewer, storm drainage, telephone, cable television, internet and other utilities, for construction of Developer's planned development of the Land. City hereby grants to Developer the right to enter upon the Briarcliff Horizons Site to make inspections thereof or for other purposes incident to Developer's requirements relative to the acquisition and use of the any of the Briarcliff Horizons Site. Developer hereby indemnifies City against and agrees to defend and hold City harmless from all claims, costs, expenses, injuries, accidents or damage, and shall repair any physical damage, to or on the Briarcliff Horizons Site caused by Developer or Developer's inspecting agents or contractors during Developer's inspections, which obligations shall survive Closing as to a portion of the Briarcliff horizons Site and any termination of this Agreement, any other provision hereof to the contrary notwithstanding; provided, however, that Developer shall not have any liability for any disclosures of existing environmental or other conditions pertaining to the Briarcliff Horizons Site that result from Developer's investigations of the Briarcliff Horizons Site or discussing such conditions with Developer's consultants, governmental officials or other interested parties. Developer's inspection activities will be conducted upon reasonable advance notice to City and in a manner that will result in the least possible interference with the ongoing operations of the Property, if any, and will not violate any of the rights of the tenants of the Property, if any. Notwithstanding the foregoing, at such time as Developer has given a Closing Notice as to a parcel of Land within the Briarcliff Horizons Site, Developer waives any and all due diligence with respect to the Land identified in the Closing Notice other than the review and approval by Developer of the title commitment and any survey. 7.9. Horizons Site The City and Developer acknowledge the Authority owns the Horizons Site and that pursuant to the Financing and Cooperation Agreement between the City, the Authority and the Trustee dated May 1, 2007, the Authority will sell the applicable Horizons Property consistent with that agreement. A preliminary title commitment is included as Exhibit N attached hereto and incorporated herein by reference. ARTICLE VIII BRIARCLIFF HORIZONS PROJECT - USE AND OPERATION 8.1. Term The Term of this Agreement shall commence on the Effective Date and shall expire upon December 31, 2034 (the "Term "). 8.2. Use and Operation (a) Developer covenants that at all times during the Term it shall, at its expense: (i) Conduct its business at all times in a dignified quality manner and in conformity with the first class industry standards and in such manner as to maximize sales and to help establish and maintain a high reputation for the Briarcliff Horizons Project. {32159 / 65681; 328535.41 (ii) Occupy or cause the Briarcliff Horizons Improvements to be occupied as soon as possible in accordance with the Completion Date associated with each Briarcliff Horizons Phase. (iii) Retain developers and managers as the City may approve in its reasonable discretion, as the manger of those aspects of the Briarcliff Horizons Improvements, and Developer shall not default on any of the terms and conditions of its respective agreements with the developers and managers. (iv) Perform its duties to maintain the Briarcliff Horizons Improvements and the Briarcliff Horizons Project as set forth in Section 8.4. (v) Perform its duties to repair, restore and replace portions of the Briarcliff Horizons Project as set forth in Sections 8.10. (vi) Secure a binding agreement from each tenant, owner, user or operator of a retail store, office or industrial facility in the Briarcliff Horizons Project (each an "Operator "), which agreement (individually, an "Operator Agreement" and collectively, the "Operator Agreements ") shall contain normal and customary provisions. (i) Require in the Operator Agreements provisions with respect to EATs, PILOTs and Sales Taxes payable to the City in connection with sales made or services furnished from, or in, on or about, or respecting the Briarcliff Horizons Site or any expansion thereof, that each Operator, in its Operator Agreement, shall provide such information to the City. (ii) Set forth in the Operator Agreements provisions as to the restrictions set forth in Section 8.2 hereof. 8.3. Compliance The Developer shall conduct its affairs and carry on its business and operations in such a manner as to comply with all Applicable Laws and Requirements, and to observe and conform to all valid orders, regulations or requirements (including, but not limited to, those relating to safety and health) of any Government Authorities applicable to the conduct of its business and operations and the ownership of the Project; provided, however, that nothing contained in this Agreement shall require the Developer to comply with, observe and conform to any such law, order, regulation or requirement of any Government Authorities so long as the validity thereof shall be contested by the Developer in good faith by appropriate proceedings, and provided that the Developer shall have set aside on its books adequate reserves in accordance with GAAP or secured adequate bonding with respect to such contest and such contest shall not materially impair the ability of the Developer to meet its obligations under this Agreement. Developer agrees to promptly pay any and all fees and expenses associated with any safety, health or other inspections required under this Agreement or imposed by Applicable Law and Requirements. 8.4. Maintenance of the Property The Developer shall remain in compliance with all provisions of the City Code relating to maintenance and appearance of the Briarcliff Horizons Property that it owns during the term of this Agreement. Upon substantial completion of any part of a Briarcliff Horizons Phase and so long as this Agreement is in effect, the Developer or its successor(s) in interest, as owner or owners of the affected portion(s) of the Briarcliff Horizons Property, shall but subject to any delay caused by an event of Force Majeure), maintain or cause to be maintained the buildings and improvements within Briarcliff Horizons {32159 / 65681; 328535.41 Site in a good state of repair and attractiveness and in conformity with applicable state and local laws, ordinances and regulations. If there are separately -owned or ground leased parcels of real estate on the Briarcliff Horizons Property during the term of this Agreement, each owner or lessee as a successor in interest to the Developer shall maintain or cause to be maintained the buildings and improvements on its parcel in a good state of repair and attractiveness and in conformity with applicable state and local laws, ordinances and regulations. This provision shall survive termination of this Agreement. 8.5. Maintenance (a) The City will own and maintain the lakes, trails and canals throughout the project as well as the Civic Tract. City will maintain landscaping on all publicly owned land. The City may contract this function to Developer if the parties can reach an agreement acceptable to both; however once the Developer reached 50% build out of all phases of the project, then Developer will have the option to directly control the landscaping contract for the lakes, trails and canals. (b) The City and Developer will enter into a cross easement access and maintenance agreement. As the development progresses, this agreement will cover the pro -rata share of maintenance costs relative to the completion of the project. Thus, as the Developer achieves 25% build out, the Developer will cover 25% of the maintenance costs; at 50 %, the Developer will cover 50% of the costs. 8.6. Payment of Taxes and Other Charges Developer shall pay or cause to be paid, as they become due and payable, all taxes, assessments and other governmental charges lawfully levied or assessed or imposed upon the Developer or the portion of the Briarcliff Horizons Site owned or controlled by Developer or any part thereof or upon any income therefrom. Developer agrees that for purposes of evaluation of the Briarcliff Horizons Site and Briarcliff Horizons Improvements, either the replacement cost approach or the income approach shall be used to determine value for purposes of taxation. If Developer desires to appeal the value for purposes of ad valorem taxation determined by the county assessor, the Missouri State Tax Commission, the courts or appraiser, Developer and the City hereby agree that such valuation shall be based upon a value determined by one or both methods. Provided however, Developer shall not have the right to object to the assessed value of any particular improved parcel if it is equal to or less than the projected value of the Briarcliff Horizons Improvements as provided to the City by the Developer and attached in Exhibit U . 8.7. Payment of Obligations During the Term, the Developer shall promptly pay or otherwise satisfy and discharge all of its obligations and all demands and claims against it as and when the same become due and payable, unless the validity, amount or collectability thereof is being contested in good faith or unless the failure to comply or contest would not materially impair its ability to perform its obligations under this Agreement nor subject any material part of the Briarcliff Horizons Site to loss or forfeiture. 8.8. Licenses and Permits During the Term, the Developer shall procure and maintain all licenses and permits, and conduct or cause to be conducted, all inspections and /or investigations required by Applicable Laws and Requirements or otherwise necessary in the operation of its business and affairs in, on or about the Briarcliff Horizons Project and the Briarcliff Horizons Site. 8.9. Insurance During the period of construction of the Infrastructure Improvements, the Developer shall maintain or cause to be maintained insurance with respect to the Infrastructure Improvements and operations covering such risks that are of an insurable nature and of the character customarily insured against by organizations operating similar properties and engaged in similar operations (including but not limited to property and casualty, worker's compensation, general liability {32159 / 65681; 328535.41 and employee dishonesty) and in such amounts as, in the reasonable judgment of the City, are adequate to protect Developer, the City and the Infrastructure Improvements. Each policy or other contract for such insurance shall (i) name the City as an additional insured (with respect to liability insurance), and (ii) contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such insurer, such policy or contract shall continue in force for at least thirty (30) days after written notice of cancellation to the Developer and each other insured, additional insured, loss payee and mortgage payee named therein. Developer shall provide written notice to the City within ten (10) days of the cancellation of any insurance required under this Section 8.9. 8.10. Damage or Destruction. (a) In the event of damage to or destruction of any portion of the Briarcliff Horizons Project resulting from fire or other casualty during the Term, or in the event any portion of the Briarcliff Horizons Site is condemned or taken for any public or quasi- public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement satisfactory to the City and Developer ( "Casualty Escrow "). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a Casualty (the "Damaged Facilities "), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) The obligations in this Section 8.10 are limited to only those portions of the Briarcliff Horizons Improvements that are owned and controlled by Briarcliff Realty, LLC, Briarcliff Horizons, LLC, or a Developer Affiliate. 8.11. Indemnity The Developer shall pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless from and against all loss, liability, damage or expense arising out of (a) the acquisition of each Briarcliff Horizons Property, (b) the design, construction and completion of the Infrastructure Improvements and /or Briarcliff Horizons Improvements by Developer, (c) the use or occupation of the Briarcliff Horizons Improvements by Developer or anyone acting by, through or under it, (d) damage or injury, actual or claimed, of whatsoever kind or character occurring after a Closing, to persons or property occurring or allegedly occurring in, on or about such applicable Briarcliff Horizons Property, (e) any breach, default or failure to perform by Developer under this Agreement, and (f) any act by an employee of the City at the Briarcliff Horizons Site which are within or under the control of Developer or pursued for the benefit of or on behalf of the Developer. The Developer shall also pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred by them or by the Developer in any action or proceeding brought by reason of any such claim, demand, expense, penalty or fine. If any action or proceeding is brought against the City or its governing board members, directors, officers, employees or agents by reason of any such claim or demand, the Developer, upon notice from the City, covenants to resist and defend such action or proceeding on demand of the City or its governing body members, directors, officers, employees or agents. Nothing in this section shall constitute a waiver of governmental or official immunity of the City or its officers or employees. 8.12. Environmental Matters The Developer shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous {32159 / 65681; 328535.41 Substance in, upon, under, over or from the Site in violation of any Environmental Regulation; shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Regulations; shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations; shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Environmental Regulation; and shall comply with all other Environmental Regulations which are applicable to the Site. The Developer shall indemnify the City against, shall hold the City harmless from, and shall reimburse the City for, any and all claims, demands, judgments, penalties, fines, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by the City (prior to trial, at trial and on appeal) in any action against or involving the City, resulting from any breach of the foregoing covenants or from the discovery of any Hazardous Substance, in, upon, under or over, or emanating from, the Site, whether or not the Developer is responsible therefor, it being the intent of the Developer and the City that the City shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and /or clean -up of, or otherwise with respect to, Hazardous Substances, which arises subsequent to a Closing. The foregoing covenants contained in this Section shall be deemed continuing covenants, representations and warranties for the benefit of the City and any successors and assigns of the City, and shall survive the termination, satisfaction or release of this Agreement, or any other instrument. Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the Prime Rate plus 2 %, or, if less, the maximum rate permitted by law, and shall be payable on demand. ARTICLE IX REVENUE 9.1. TIF Equivalent Payments to Developer The Briarcliff Horizons Project is anticipated to generate significant TIF revenues. These TIF revenues are pledged to bonds at this time. As the Briarcliff Horizons Property is developed and generates TIF revenue, the City will use these in accordance with applicable TIF Bond Indentures. However, the City shall, subject to annual appropriation, allocate on an annual basis, with the timing to coincide with the receipt of the TIF revenue by the City, a fee to Developer for the performance of its services in accordance with this Agreement as follows: (a) An amount equal to l0% of the PILOTs revenue from the Industrial Section of the project; and proj ect. (b) An amount equal to 20% of the PILOTS revenue from the Office Section of the Said payment shall be made by the City to Developer within thirty (30) days following receipt by the City of the TIF revenues. 9.2. Subsequent Land Sale Payments to City The Developer, following acquisition of a Briarcliff Horizons Property pursuant to Section 7.5, may, in its discretion, sell each Briarcliff Horizons Property to another entity (each a "Subsequent Land Sale "). The Developer may set the sales price for each Subsequent Land Sale in its sole discretion (the "Subsequent Land Sale Purchase Price "). After Developer has recovered its Developer's Capital Contribution made pursuant to Section 4.2(b)(i), plus the Compound Annual Return as defined in Exhibit O ( "Developer Return"), Developer shall make a {32159 / 65681; 328535.41 payment to the City upon the Subsequent Land Sale of each Briarcliff Horizons Property equal to the Subsequent Land Sale Purchase Price less Developer's cost to purchase the land from the City multiplied by forty percent (40 %). (For example, if Developer makes a Subsequent Land Sale at $1.50 per square foot, then the City would be entitled to a payment of $0.40 per square foot, [$1.50 - $0.50 = $1.00 x 40% = $0.40]). Both parties recognize and agree, dependant upon timing and funding of the Infrastructure Improvements and Developer's Capital Contribution, that this requirement for a Subsequent Land Sale payment to the City may vary from time to time. 9.3. Land Sale Reporting Requirements (a) Developer shall notify the City in writing of any Subsequent Land Sale, of each Briarcliff Horizons Property or any interest therein not less than ten (10) days prior to Closing of such Subsequent Land Sale. Said notice shall identify: (i) the Briarcliff Horizons Property sold, transferred or otherwise disposed, including the total acreage; and (ii) the Subsequent Land Sale Purchase Price, including the total purchase price and the purchase price per square foot; and (iii) the name and address of the person or entity so acquiring any or all of the applicable Briarcliff Horizons Property. 9.4. Application of Developer Proceeds (a) The following sources of revenue shall be used to reduce the actual outstanding principal balance of the Developer's Capital Contribution plus any Developer Return that may have accrued, if any, ( "Available Revenues ") as and when received: (i) payments due to Developer by City pursuant to Section 9. 1, if any; and (ii) Subsequent Land Sale Purchase Price revenues pursuant to Section 9.2, if any. (b) On an annual basis the Available Revenues shall be applied as follows: (i) payment of any unpaid Developer Return accumulated in a prior year; (ii) payment of any Developer Return accumulated in the current year; (iii) payment of any actual outstanding principal balance of the Developer's Capital Contribution. (iv) distribution of any remaining Subsequent Land Sale Purchase Price revenues in accordance with Section 9.2. {32159 / 65681; 328535.41 (c) City agrees to cause the Escrow Agent to prepare an Annual Report on proceeds received in TIF Revenues for the Briarcliff Horizons Improvements. 9.5. Jobs Fund Developer and City will explore the possibility of establishing a jobs fund in order to further the economic development of the City ( "Jobs Fund ") which in turn will assist the City in retiring its obligations with respect to improved flood control. This Jobs Fund may be used to attract office and quality industrial tenants and would be administered by the City and capped by the City at a certain dollar level per year and a certain time frame. The agreement would be used to spur greater momentum and development thus generating more TIF revenue which can be used to reinvest in the Jobs Fund creating a reinforcing cycle of growth. The Jobs Fund would be used to target companies that offer high quality jobs with an average wage equal to at least the average Platte County wage while offering health care benefits to its employees. The fund would be established for 3 - 5 years and be renewed if the City is satisfied with the results. ARTICLE X DEFAULT AND REMEDIES 10.1. Default Provisions. A party shall be in default under this Agreement if: (a) General Default. In the event of any default in or breach of any term or conditions of this Agreement by any party, or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other parties specifying such default or breach, proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of notice, cure or remedy such default or breach. In the event that the default or breach is of such a nature that it cannot reasonably be cured within such thirty (30) day period, then provided that the defaulting party diligently and in good faith commenced the cure or remedy of such default or breach within such thirty (30) day period and diligently pursues such cure or remedy, the period for cure shall be extended for such period of time to cure. In the event that a default or breach of Developer is of such a nature that it cannot reasonably be cured within such thirty (30) day period, Developer shall provide the City a written plan, which is reasonably satisfactory to the City, to cure any default or breach expected to take longer than thirty (30) days to cure such breach. (b) Developer Bankruptcy or Insolvency Default. It shall be deemed an event of default if Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer generally is not paying its debts as such debts become due; or Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days (each of the events described in this subparagraph being deemed a default under the provisions of this Agreement). 10.2. City Remedies in the Event of Default. The rights and remedies reserved by the City hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. The City shall be entitled to any remedy at law and equity for any breach or threatened breach of any of the provisions of this Agreement, including without limitation, the right of City to offset any damages incurred by the City as a result of Developer's breach against any amounts due to Developer {32159 / 65681; 328535.41 hereunder. Failure by the City to enforce any such rights reserved under this Section 10.2 shall not be deemed a waiver thereof. 10.3. City's Right to Terminate. In addition to and without limiting any other rights at law or equity, in the event that Developer shall: (a) fail to complete the Minimum Improvements in a Briarcliff Horizons Phase pursuant to Section 6.4 within 48 months from the date of this Agreement, or (b) fail to complete a minimum of 850,000 square feet of combined vertical development (total rentable square foot area) in any or all Briarcliff Horizons Phases, which shall include a minimum of 100,000 square feet of vertical office development (total rentable square foot area) in the Office Section (such vertical office development shall not include any City funded vertical office development), after ten (10) years from the Effective Date, provided that in the event Developer has completed 765,000 square feet of combined vertical development (total rentable square foot area) in any or all Briarcliff Horizons Phases, then, Developer shall have one (1) additional year to complete the minimum of 850,000 square feet of combined vertical development (total rentable square foot area) in any or all Briarcliff Horizons Phases, which shall include a minimum of 100,000 square feet of vertical development (total rentable square foot area) in the Office Section (such vertical office development shall not include any City funded vertical office development), as described above, or (c) be in default pursuant to Sections 2.1, 3.2(a), 3.3, 8.4, 9.2 or 10.1(b). then City may in its sole and absolute discretion, and without any liability to Developer except as provided in this Section 10.3, elect to terminate Developer's right to complete construction of such Briarcliff Horizons Phase or any future Briarcliff Horizons Phase and / or designate another master developer to complete construction of such Briarcliff Horizons Phase or any future Briarcliff Horizons Phase. Upon a valid termination of this Agreement by the City in accordance with this subsection, the Developer shall solely be entitled to reimbursement of the outstanding balance of the Developer's Capital Contribution plus a Simple Interest Return of five percent (5 %). 10.4. Effect of Termination. Within thirty (30) days from the termination of this Agreement pursuant to this Section 10, Developer agrees to deliver and assign as necessary all Work Product to the City at no additional cost. ARTICLE XI REPRESENTATIONS AND WARRANTIES 11.1. City Representations and Warranties. The City hereby represents and warrants to the Developer, which representations and warranties are true and correct as of the date of this Agreement and shall remain true and correct at all times until the Briarcliff Horizons Property Closing Date, unless an earlier termination date is specified with respect to a particular representation and warranty: (a) The City is a political subdivision of the State of Missouri, duly organized and validly existing under the Constitution and laws of the State of Missouri. The City has all requisite power and authority to carry on its business as now being conducted. (b) The City is not prohibited from consummating the transactions contemplated in this Agreement, by any law, regulation, agreement, instrument, restriction, order or judgment. {32159 / 65681; 328535.41 (c) The City has full right, title, authority and capacity to execute, deliver and perform this Agreement and to consummate all of the transactions contemplated herein. (d) This Agreement has been duly executed and delivered by the City, and assuming due authorization, execution and delivery by the other parties hereto, constitutes its valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the availability of equitable remedies. (e) To the knowledge of the City and with no express or implied duty to investigate, there are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by the City or pending against the City. 11.2. Developer Representations and Warranties The Developer hereby represents and warrants to the City, which representations and warranties are true and correct as of the date of this Agreement and shall remain true and correct at all times until a Briarcliff Horizons Property Closing Date, unless an earlier termination date is specified with respect to a particular representation and warranty: (a) The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri. The Developer has all requisite power and authority to carry on its business as now being conducted. (b) The Developer is not prohibited from consummating the transactions contemplated in this Agreement, by any law, regulation, agreement, instrument, restriction, order or judgment. (c) The Developer has full right, title, authority and capacity to execute, deliver and perform this Agreement and to consummate all of the transactions contemplated herein. (d) This Agreement has been duly executed and delivered by the Developer, and assuming due authorization, execution and delivery by the other parties hereto, constitutes its valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the availability of equitable remedies. 11.3. Survival of Representations and Warranties. All of the representations and warranties of the Parties under this Article XI shall survive the termination of this Agreement. ARTICLE XII GENERAL PROVISIONS 12.1. Power of the City Notwithstanding anything set forth in this Agreement to the contrary, no provision contained herein shall in any manner diminish or usurp the inherent rights and powers of the City to act in its capacity as a public body. All financial obligations of the City shall be subject to future appropriation of the City in accordance with Applicable Laws and Requirements. Further, nothing herein shall relieve Developer from complying with all Applicable Laws and Requirements. {32159 / 65681; 328535.41 12.2. Time Time is of the Essence in this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 12.3. Sovereign Immunity Nothing in this Agreement shall constitute or be construed as a waiver of the City's governmental or official immunity or its officers or employees from liability or suit pursuant to Section 537.600 RSMo. 12.4. Authorized Employees Briarcliff acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. Briarcliff therefore covenants that it is not knowingly in violation of subsection 1 of Section 285.530, RSMo, and that it will not knowingly employ, hire for employment, or continue to employ any unauthorized aliens to perform work on any project which is the subject of this Agreement, and that its employees are lawfully eligible to work in the United States. Briarcliff will execute an Immigration Law Compliance Affidavit in substantially the same form as attached hereto in Exhibit V and will cause any person or entity performing work on the Infrastructure Project to confirm compliance with Section 285.530(1) and execute an Immigration Law Compliance Affidavit. 12.5. Successors and Assigns. (a) Binding ms. This Agreement shall be binding on and shall inure to the benefit of the parties named herein and their permitted successors and assigns. (b) Assignment of Agreement or Duties. Prior to the City's acceptance of the Certificate of Substantial Completion for the entire Briarcliff Horizons Project, the rights, duties and obligations of the Developer under this Agreement may not be assigned nor shall there be any transfer, direct or indirect, of any legal, equitable, or beneficial interest in any stock or ownership interest in Developer (or of any ownership interest in any entity (or its constituents) holding an interest directly or indirectly in Developer) of greater than forty -nine percent (49 %), in each case without the City's prior written approval, in the City's sole discretion; provided, however, that (a) the foregoing prohibition shall not apply in the event that the Developer, or in the case of an assignment, the proposed transferee, is managed directly or indirectly by Briarcliff Realty, LLC. Such written approval by the City shall not be unreasonably withheld or delayed. Any such City required consent when obtained shall relieve the assignor of its obligations arising from this Agreement from and after the date of such assignment so long as (i) the City has approved, by ordinance, such specified Assignee and the Assumption Agreement pursuant to which the Assignee expressly agrees in writing to assume and be fully bound by the obligations of the Developer hereunder from and after the date of such assignment, and (ii) the Assignee and the City have executed such Assumption Agreement. Notwithstanding anything herein to the contrary, the City hereby approves, and no prior consent shall be required for the Developer to transfer its interest in this Agreement to an entity, at least 50% of the interest of which is owned by the Developer; provided that such transfer shall not affect the obligations of Developer hereunder to complete the Infrastructure Project. The Developer agrees to provide written notice of any assignment or transfer under the preceding sentence within thirty (30) days thereof. All assignees of the Developer's rights under this Agreement shall expressly assume and be fully bound by the obligations of the Developer hereunder. Further, the City hereby consents to the assignment of all rights, duties and obligations of this Agreement to Briarcliff Horizons, LLC and no further City approvals shall be required to effectuate said assignment. Developer shall provide notice to the City as provided in this Agreement at such time as the rights, duties and obligations herein have been assigned to Briarcliff Horizons, LLC. {32159 / 65681; 328535.41 12.6. Market Conditions Adverse changes in the market demand for leasing office and /or industrial facilities to tenants which are necessary for the successful development of the Briarcliff Horizons Project and are outside the control of the Developer ( "Adverse Market Conditions ") which cause Developer delays or may require the City and Developer to adjust the timing of the delivery of the project phases, the Master Plan and the mix of the uses. Both Developer and City recognize that Developer is working to create a new market for product and the Developer may not be successful in achieving its goals. The City and Developer will work together to make any necessary adjustments to the Master Plan and schedule to respond to market conditions. For a Developer delay to be caused by such Adverse Market Conditions, then Developer shall provide the City with written notice of the Adverse Market Conditions and reasons for same and may request a change and /or modification of the deadlines and requirements of this Agreement as set forth in this Agreement Adverse Market Conditions shall be deemed "Force Maj eure" for purposes of this Agreement. The provision of this Section shall not be applicable to delays resulting from the inability of the Developer to obtain financing or to proceed with its obligations under this Agreement because of lack of Developer equity financing. In no event shall an Adverse Market Condition affect or be deemed to be a Force Maj eure Event requiring the City and Developer to adjust the timing requirements described in Sections 3.2(a), 3.3 and 10.3 or affecting the City's rights to terminate this Agreement pursuant to Sections 3.2(a), 3.3 and 10.3. 12.7. Force Mai eure. Neither the City nor the Developer shall be considered in breach or default of their respective obligations under this Agreement, and times for performance of obligations hereunder shall be extended in the event of any delay caused by or resulting from damage or destruction by fire or casualty; strike; lockout; civil disorder; war; acts of God; unusually adverse weather; flood; or other like causes beyond the parties' reasonable control (an event of "Force Maj eure "); provided that neither the Developer, on the one hand, nor the City or the Authority, on the other hand, shall be excused from performance by reason of an event of Force Maj eure attributable to an event or circumstance caused by its or their own act or omission. 12.8. Notices. All notices, demands, consents, approvals, certificates and other communications required by this Agreement to be given by any party hereunder shall be in writing and shall be hand delivered or sent by United States first class mail, postage prepaid, addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. Notices, demands, consents, approvals, certificates and other communications shall be deemed given when delivered or three days after mailing; provided, however, that if any such notice or other communication shall also be sent before 5:00 p.m. Central Time, on any Business Day by telecopy or fax machine, such notice shall be deemed given at the time and on the date of machine transmittal and if sent after 5:00 p.m. Central Time, then on the next Business Day if the sending party receives a written send verification on its machines and forwards a copy thereof with its mailed or courier delivered notice or communication. In the case of the Developer, to: Nathaniel Hagedorn c/o Briarcliff Realty LLC 4151 N. Mulberry, Suite 205 Kansas City, Missouri 64116 With a copy to: Michael T. White White Goss Bowers March Schulte & Weisenfels 4510 Belleview Kansas City, MO 64111 {32159 / 65681; 328535.41 In the case of the City, to: City of Riverside City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: City Administrator Facsimile: 816- 746 -8349 With a copy to: City of Riverside City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: City Attorney Facsimile: 816- 746 -8349 12.9. Conflict of Interest. No member of the Board of Aldermen, the TIF Commission, or the Authority, or any branch of the City's government who has any power of review or approval of any of the Developer's undertakings, or of the City's contracting for goods or services for the Redevelopment Area, shall participate in any decisions relating thereto which affect that member's personal interests or the interests of any corporation or partnership in which that member is directly or indirectly interested. Any person having such interest shall immediately, upon knowledge of such possible conflict, disclose, in writing, to the Board of Aldermen, or the Authority, as applicable, the nature of such interest and seek a determination by the Board of Aldermen or the Authority, as applicable, with respect to such interest and, in the meantime, shall not participate in any actions or discussions relating to the activities herein proscribed. 12.10. Inspection. The City may conduct such periodic inspections of the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase as may be generally provided in the City Code. In addition, the Developer shall allow other authorized representatives of the City reasonable access to the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase from time to time upon reasonable advance notice prior to the completion of the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase for inspection thereof pursuant to this Agreement. This notice requirement in no way affects or limits the rights and abilities of the City to conduct inspections and enter property pursuant to the City Code. The Developer shall not deny the City and its officers, employees, agents and independent contractors the right to inspect, upon reasonable prior written request, all architectural, engineering, demolition, construction and other contracts and documents pertaining to the construction of the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase. 12.11. Choice of Law This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of State of Missouri for all purposes and intents without regard to conflict of law statutes. 12.12. Entire Agreement; Amendment. It is agreed and understood by the parties that this Agreement embodies the entire understanding and represents the full and final agreement among the parties with respect to the subject matter hereof and supersede any and all prior commitments, {32159 / 65681; 328535.41 agreements, discussions, representations, and understandings, whether written or oral, relating to the subject matter hereof; that this Agreement may not be contradicted or varied by evidence of prior or contemporaneous written or oral agreements or discussions of the parties, or subsequent oral agreements or discussions of the parties; that there are no oral agreements among the parties, and no representations, agreements or promises not set forth herein have been made. Without limiting the foregoing, Developer acknowledges that: (i) no promise or commitment has been made to it by or on behalf of the City or the Authority other than as set forth in this Agreement; and (ii) except as otherwise expressly provided herein, this Agreement supersedes and replaces any and all proposals, letters of intent and approval and commitment letters relating to the subject matter hereof, none of which shall be considered a part of this Agreement unless expressly incorporated into this Agreement. This Agreement shall be amended only in writing and effective when signed by the parties. 12.13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 12.14. Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. 12.15. Representatives Not Personally Liable. No elected or appointed official, agent, employee or representative of the City or the Authority shall be personally liable to the Developer in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement. 12.16. Attorney's Fees. The City and the Authority, on the one hand, and Developer, on the other hand, each shall be responsible for the fees and expenses of their respective legal counsel incurred in connection with this Agreement and the transactions contemplated hereunder; provided, however, in any dispute arising out of or relating to this Agreement, including any action to enforce this Agreement against a defaulting or breaching party pursuant to Section 10, the prevailing party in any legal proceeding shall recover from the non - prevailing party the prevailing party's reasonable attorney's fees. 12.17. Survival. Notwithstanding the expiration or termination or breach of this Agreement by any party, the agreements contained in [TO BE INSERTED] of this Agreement shall, except as otherwise expressly set forth herein, survive such early expiration or early termination of this Agreement by any party. (The remainder of this page is intentionally left blank.) {32159 / 65681; 328535.41 M WITNESS WHEREOF, the City and the Developer have caused this Agreement to be executed in their respective names as f the date first above written. "CITY" CITE' OF RIVERSIDE, MISSOURI I c B y: � Kathleen L. Rose, Mayor (SEAL) Attest: Y �. Robin Littrell, "City Clerk STATE OF MISSOURI SS. COUNTY OF PLATTE on this day of 2011 before me appeared Kathleen L. Rose to e personally known, vho, being by nie duly sworn, did say that she is the Mayo of the CITY O AEI SfDE, MISSO RL a political subdivision of the State of Missouri, ouri, and that the seal affixed to the foregoing instrument ent i the seal of said City, and said instrument was signed and sealed in behalf of said City by authority of its Board of Aldermen, and said individual acknowledged said instrument to be the free act and deed of s aid City* IN TES'T'IMONY WHEREOF, f have hereunto set my hand and affixed na official seal in the County and Mate aforesaid, the day and year first above written. N o Wy Public My C ommission Expires: Now Aa"OUR+ 10 3-ml { 32159 / 65691; 328535.4 "DEVELOPER" IA LIFF REALTY,, LL C, Mi F ssouri limited liability company: Name. Title: . STATE OF MISSOITRi ) SS. COUNTY OF Plf&C ) O n this -- day of A- , 2011 before me appeared I � ► to one personally known, w being by one duty sworn, did say that lie is the o f B riarcliff Realty, LL C, a Missouri limited liability company, and that he is aut bori d to sign the instrument on behalf of said company by authority of its members, and acknowledged to a that h executed the within instrument as said company's free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my haul and affixed my official seal in the PA and State aforesaid, the day and year first above written. Igo tart' ubl i c My C ommission Expires: ROBIN L. LITTRL Notary ui -Notary Sea) State f Missouri, RAY C ounty (Commission 1139X31 i nmisinE #2015 l 219 1 656 1; 328535. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT C -1 EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J EXHIBIT K EXHIBIT L EXHIBIT M EXHIBIT N EXHIBIT O EXHIBIT P EXHIBIT Q EXHIBIT R EXHIBIT S EXHIBIT T EXHIBIT U EXHIBIT V EXHIBITS Legal Description of the Briarcliff Horizons Property Master Plan Infrastructure Improvements Infrastructure Phase 1 Improvements Infrastructure Improvements Phasing Schedule Form of Certificate Requesting Payment for Infrastructure Project Costs Form of Certificate of Substantial Completion of Infrastructure Improvements Briarcliff Horizons Project Design Standards Briarcliff Horizons Phasing Schedule Levee Allocation Briarcliff Horizons Improvements Certificate of Substantial Completion Intentionally Left Blank City Facility Criteria Briarcliff Horizons Property Purchase Contract Briarcliff Horizons Site Title Commitment Definitions Accelerated Dispute Resolution Procedure Water Supply Improvements Electrical Improvements Sewer Improvements Environmental Remediation Projected Value of Briarcliff Horizons Improvements Affidavit of Authority to do Work {32159 / 65681; 328535.41 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 EXHIBIT A Legal Description of Property TRACT VIII: A tract in the Southwest Quarter of Section 5 in Township 50, Range 33, Riverside, Platte County, Missouri, described as follows: Beginning on the West line of said Section 5 at a point 1,987.7 feet North of the Southwest corner thereof; thence South and Easterly parallel with the Right -of -Way of the C, B & Q Railway 1,445.2 feet to the East line of the West Half of the Southwest Quarter of said Section; thence South 330.3 feet; thence North 65 degrees 51 minutes West 1,445.2 feet to the West line of said Section; thence North 330.3 feet to the Point of Beginning, Except that part in roads TRACT IX: A tract in the Northwest part of the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point 28.58 chains North and 2.90 chains East of the Southwest corner of Section 5 in Township 50 of Range 33, and running South 65 1/2 degrees East 18.72 chains; thence North 2.82 chains to C. B. & Q. Railroad, thence North 66 degrees West 18.78 chains along side of railroad Right -of -Way, thence South 3.16 chains to Place of Beginning, EXCEPT, the East one acre thereof, all in Riverside, Platte County, Missouri, Except that part, if any, in roads. TRACT X: A tract in the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point on the West line of said Southwest Quarter of Section 5 where said line intersects the Southerly Right -of -Way line of the Burlington Northern Railroad, said point also being 2,185.91 feet North of the Southwest corner of said Southwest Quarter, thence South along said West line 198.21 feet, thence Southeasterly parallel with the Southerly line of said railroad 209.68 feet, thence North parallel with the West line of said Quarter Section 208.56 feet to the Southerly line of said railroad; thence Northwesterly along said Southerly line of railroad to the Point of Beginning, Except that part in roads. TRACT XI: Those parts of Section Five (5) and of Fractional Section Eight (8) all in Township Fifty (50) North, Range Thirty -three (33) West of the Fifth Principal Meridian, Riverside, Platte County, Missouri, described as follows: Commencing at the Southeast corner of said Section Five (5), being also the Northeast corner of said Fractional Section Eight (Frac. 8); thence North 89 degrees 20 minutes 00 seconds West along the South line of said Section Five (5) (which is also the North line of said Fractional Section Eight (Frac. 8) 1,160.00 feet to a True Point of Beginning, said point being on the Westerly Right -of -Way line of highway designated Interstate Route #635, as condemned in the Circuit Court of Platte County, Missouri, in Suit No. C- 11021; thence from said true Point of Beginning South 0 degrees 01 minutes 20 seconds East along said Westerly Right -of -Way line 812.00 feet; thence Southeasterly along said Right -of -Way being a curve to the left, having a radius of 3,019.93 feet, an arc distance of 631.8 feet; thence South 0 degrees 01 minutes 20 seconds East 2,142.49 feet, more or less, to a meander corner on the Northerly or left bank of Assured Quality Title Company /_Qi ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Missouri River as located on May 21, 1965, the date of the Certificate of Survey made by Robert L. Buford, Land Surveyor, as Job No. P -8037, thence (Southwesterly) upstream meandering said River bank, but with the low water line of said River as the boundary, to a second meander corner of said River bank, which is the point of intersection thereof with the Southerly prolongation of the North -South center line of said Fractional Section 8, said intersection point being 1,565.54 feet distant South 76 degrees 03 minutes 33 seconds West from the end of the last herein above described course; thence continuing upstream meandering said River bank, as same is located on the Certificate of Survey No. P -1224, made by Robert L. Buford, Land Surveyor, dated April 19, 1966, revised May 25, 1966, but with the low water line of said River as the boundary to a third meander corner on said River bank which is the point of intersection thereof with the Southerly prolongation of the West line of said Fractional Section 8; thence North 0 degrees 12 minutes 26 seconds West along the Southerly prolongation of the West line of said Fractional Section Eight (frac. 8) and the West line thereof, 4,615.85 feet to its Northwest corner being also the Southwest corner of Section Five (5); thence North 0 degrees 02 minutes 56 seconds along the West line of said Section Five (5), 1,657.40 feet; thence South 65 degrees 56 minutes 26 seconds East 1,435.76 feet; thence North 0 degrees 03 minutes 07 seconds West 527.83 feet; thence South 65 degrees 55 minutes 20 seconds East 56.11 feet; thence Southeasterly along the arc of a circular curve to the left having a radius of 11,509.22 feet, and the last described course for its initial tangent 736.54 feet; thence South 69 degrees 35 minutes 20 seconds East tangent to the curve in the previous course described 2,501.85 feet to the Westerly line of the Right -of -Way Highway U.S. No. I -635; thence South 20 degrees 22 minutes 40 seconds West 251.80 feet; thence Southeasterly along said highway Right -of -Way line, (being the arc of a circular curve to the left having a radius of 2,994.90 feet, the last described course for its initial tangent, and a central angle of 4 degrees 44 minutes 42 seconds), 248.03 feet to the South line of said Section Five (5) being also the North line of said Fractional Section Eight (frac. 8); thence North 89 degrees 20 minutes 00 seconds West along said Section line, 140.20 feet to the True Point of Beginning; together with all accretions thereto, but subject to erosion therefrom by said Missouri River; and ALSO EXCEPTING, therefrom land conveyed by Clyde J. Linde and Margaret Y. Linde to State of Missouri by Deed dated December 14, 1968, for Highway designated Interstate Route No. 635. ALSO EXCEPT, that part of Fractional Section 8, Township 50, Range 33 West of the Fifth Principal Meridian, Platte County, State of Missouri, described as follows: The West 300 feet of said Fractional Section 8 as measured at a right angle from the West line of said Fractional Section 8 that lies South of the Southerly line of Highway designated Interstate Route Number 635 as conveyed in deed dated December 14, 1968, from Clyde J. Linde and Margaret Y. Linde, husband and wife to State of Missouri and lies North of the left bank of the Missouri River. EXCEPT those part conveyed to the State of Missouri and the State of Missouri acting by and through the Missouri Highways and Transportation Commission by Document No. 705 in Book 1074 at Page 913, Document No. 706 in Book 1074 at Page 914, and Document No. 707 in Book 1074 at Page 915, and except those parts lying Southward of the Northerly line of Interstate 635, Except that part in roads, Also Except that part condemned by the Riverside- Quindaro Bend Levee District of Platte County, Missouri as described in instrument filed October 30, 2001 as Document No. 19451 in Book 957 at Page 142; Except that part conveyed to Harry C. Edwards and Lucille C. Edwards by Warranty Deed filed October 4, 2007 as Document No. 15793 in Book 1111 at Page 853; Also Except that part conveyed to the City of Riverside, Missouri by Warranty Deed filed March 3, 2009 as Document No. 002722 in Bo'V����a�'i�le�ompany FAIM EXHIBIT B Master Plan 2 ri 19 0 k r poop CD goll !I&" N =r Ira (D Of 1 46 4414 47., r) > ,D Lo rrI cz IN rri 0 1 X P411 > 0 T (D M i B-1 e F �j 0 0 CD c 5 —1 k 4 > td c) 0 k r poop CD goll !I&" N =r Ira (D Of 1 46 4414 47., r) > ,D Lo rrI cz IN rri 0 1 X P411 > 0 T (D M i B-1 e F �j 0 0 CD c 5 —1 k EXHIBIT C Infrastructure Improvements {32159 / 65681; 328535.41 C -1 EXHIBIT C Infrastructure improvements Horizons Summary of Costs and Pha lEstimated Costs without Contin Industrial Total Infrastructure Costs w/o Contin $ 1019831577 Office Total Infrastructure Costs w/o Contin $ 111279,642 oil a Costs for Office/Indust. Infrastru c-ture w/o ,Contin $ 22 1 0 IN ,ontin Carried ndustrial Contin $ 499,254 )ff ice Contin $ 5121711 dotal Contin on Office/industrial Infrastructure $ 499,254 I o l Estim---a ted Cost tor Office lindustrial Intrastructure MTH Contin $ 22 Project Cost Distribution Phase 1 Industrial Phase 2 Industrial Total $ 71741 P564 $ 3,741,267 $ $ 51% Briarcliff 319481198 119081046 $ $ 49% Riverside 3,793)366 1,333,221 Total Industrial All Phases $ 11,482,831 $ 518561244 $ 5,626,587 Phase 1 Office Phase 2 Office Phase 3 Office $ $ $ 514051119 1,353,245 43585P2► 0 $ $ $ 2$7561611 945,155 21338,482 $ $ $ 2,648,508 9081090 21246,777 Total Office All Phases $ 111843,624 $ 6k 040)248 $ 51803,376 Total Investment $ 233326P455 $ 11 p8969492 $ 11,4299963 51% 49% Total Rentable S Ft. 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('0 co 0-1 m 0 -o 2 'mu 'ac c 0 X 0 Z'r- M U) 0 :3 E 0 ZZ U) m wo E 0 0 Q) 0 C: V) ca C 3. 0 0 x 2i q C: < -D 'zz 0 co 0 (L> CD 0 -0 C: 0 U) -0 M C: Co :3 E > c 0 0 E 0 0) U AA m 0 -o 2 'mu 'ac c 0 X 0 Z'r- M C) . 2 W U) co -!:: —i Q 01 x 2i 0) U AA CD 0) L) 4= 0 r_ �2 2 61-: 0 4 0 cu 0 L. IOL U) 0 0- o Vl r- 0 Y) 0 m 0 -f-A C) C) 4� u x 6- En d) LL 4-P U) a 0 t o LL 0 C) 0 a) W LU LL 0 0 Ri a) C a) E il C3 0 C '4 Z. 0 CD 0 CL u E a C: --p CL X r C: 2 in, E c P Q 65, w C) 0 � 0. < < co EXHIBIT C -1 Phase 1 Infrastructure Improvements {32159 / 65681; 328535.41 C -2 EXHIBIT D Infrastructure Improvements Phasing Schedule Description of Project Construction End Industrial Phase 1 March 30, 2013 Office Phase 1 March 30, 2013 Industrial Phase 2 March 30, 2017 Office Phase 2 March 30, 2023 Office Phase 3 March 30, 2030 The above dates and phasing are subject to further revisions as set forth in accordance with the terms of this Agreement and such revisions do not constitute an Event of Default as provided in Sections 10.1, 10.2 and 10.3. {32159 / 65681; 328535.41 D -1 EXHIBIT E Form of Certificate Requesting Payment for Infrastructure Project Costs TO: City of Riverside Attention: Economic Development Director 2950 NW Vivion Road Riverside, Missouri 64150 Re: City of Riverside, Missouri, Infrastructure Project Cost Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Master Development Agreement dated as of , 2011 (the "Agreement"), between the City and , a Missouri (the "Developer "). In connection with said Agreement, the undersigned hereby states and certifies that: 1. Each item listed on Schedule 1 hereto is a Infrastructure Project Cost and was incurred in connection with the construction of Infrastructure Improvements. 2. Each item listed on Schedule 1 hereto was incurred pursuant to and in accordance with a City approved written contract for such item. 3. Each item listed on Schedule 1 hereto was incurred for work which was competitively bid and awarded to the lowest and best bidder and such work was performed by and is payable to such lowest and best bidder in Developer's reasonable judgment and such selected bidder has been approval by the City. 4. These Infrastructure Project Costs have been paid by the Developer and/ or are due and payable pursuant to the Infrastructure Construction Documents and the Agreement. 5. Each item listed on Schedule 1 has not previously been paid or reimbursed from money derived from the Special Infrastructure Project Escrow Account, and no part thereof has been included in any other certificate previously filed with the City. 6. There has not been filed with or served upon the Developer any notice of any lien, right of lien or attachment upon or claim affecting the right of any person, firm or corporation to receive payment of the amounts stated in this request, except to the extent any such lien is being contested in good faith. 7. All necessary permits and approvals required for the portion of the Infrastructure Improvement work for which this certificate relates have been issued and are in full force and effect. 8. All Infrastructure Improvement work for which payment or reimbursement is requested has been performed in a good and workmanlike manner and in accordance with the Master Plan and the Agreement. 9. If any cost item to be reimbursed under this Certificate is deemed not to constitute a "Infrastructure Improvement Cost" within the meaning of this Agreement, the Developer shall have the right to substitute other eligible Infrastructure Improvement costs for payment hereunder. {32159 / 65681; 328535.41 E -1 10. The Developer is not in default or breach of any term or condition of the Agreement beyond the applicable cure period, if any. Dated this day of , B Name: Title: By: Name: Title: Approved for payment this day of , 20 CITY OF RIVERSIDE, MISSOURI B Name: Title: {32159 / 65681; 328535.41 E -2 Schedule 1 The Developer has incurred the following Infrastructure Improvement Project Costs: Payee: Amount: Description of Infrastructure Improvement Project Costs: {32159 / 65681; 328535.41 E -3 EXHIBIT F Form of Certificate of Substantial Completion CERTIFICATE OF SUBSTANTIAL COMPLETION The undersigned, , a Missouri (the "Developer"), pursuant to that certain Purchase and Development Agreement dated as of , 2011, between the City of Riverside, Missouri (the "City "), and the Developer (the "Agreement"), hereby certifies to the City as follows: 1. That as of I , Project and/or ( ) the Infrastructure Improvement Agreement) or portion thereof described as follows completed in accordance with the Agreement. the construction of O the Infrastructure Work (as those terms are defined in the has been substantially 2. All work has been performed in a workmanlike manner and substantially in accordance with the Construction Plans (as those terms are defined in the Agreement). 3. This Certificate of Substantial Completion is accompanied by the Principal Engineer's certificate of substantial completion on AIA Form G -704 (or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and incorporated herein by reference, certifying that the Infrastructure Improvement Project or portion thereof described herein has been substantially completed in accordance with the Agreement. 4. Mechanics lien waivers for the Infrastructure Improvement Work have been obtained. 5. This Certificate of Substantial Completion is being issued by the Developer to the City in accordance with the Agreement to evidence the Developer's satisfaction of all material obligations and covenants with respect to the Infrastructure Project described herein. Upon such acceptance by the City, the Developer may record this Certificate in the office of the County Recorder of Deeds. This Certificate is given without prejudice to any rights against third parties which exist as of the date hereof or which may subsequently come into being. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement described herein. IN WITNESS WHEREOF, the undersigned has hereunto set his /her hand this day of 20 . B Name: Title: ACCEPTED: CITY OF RIVERSIDE, MISSOURI By: Name: Title: (Insert Notary Form(s) and Legal Description) {32159 / 65681; 328535.41 F -1 EXHIBIT G Briarcliff Horizons Project Design Standards Horizons "PD" Regulations A. Building Lines. fines. No building or structure shall be erected nearer than thirty (30) feet from any existing or proposed street right of way. The side yards shall have a minimum aggregate total of sixty (60) feet from the property lines, but no side yard shall be less than thirty (30) feet. The rear setback line shall be a minimum of thirty (30) feet from the property line. B. Building Materials and Construction. All buildings and other structures within Horizons Business Park shall be constructed of attractive exterior sides of high quality materials including masonry, concrete, structural clay tile, glass, and metal when used in an incidental role. Specific materials which will be excluded include exposed (i) galvanized sheet metal, (ii) nondecorative cinder or concrete block, and (iii) double T concrete panels. Exterior mechanical or electrical equipment, including, but not limited to, HVAC equipment shall be so placed or screened that the predominant design lines of the building or structure continue without visual distraction or interruption. If the function of the building or structure dictates placement of such equipment in such a manner or location that the building exterior walls themselves are unable to screen the equipment from view of adjacent existing or proposed streets or highways, they must be separately screened using materials compatible with the approved building materials and the height of such screening shall be equal to the height of the equipment to be screened; or with acceptable landscaping. Accessory buildings, enclosures, appurtenant structures to, or extrusions from, any building or structure shall be of similar or compatible materials, design and construction. C. Building Material Colors. Color of materials used on the construction of all buildings, enclosures, and appurtenant structures will present a predominantly warm earth tone appearance. D. Parkin Employee, customer, owner or tenant parking shall be the responsibility of the property owners and they shall provide all necessary parking facilities entirely on their property. Parking on private or public streets or highways within the subject property is expressly prohibited. All parking areas and drives and access shall be paved with an impervious surface equal to asphalt or concrete and maintained by the owner in a sightly and well -kept condition. Each parking space provided shall be designated by white lines painted on the paved surfaces and shall be adequate in area. No parking spaces, parking aisles or roadways, except the access way, shall be permitted within the front fifteen (15) feet of the front setback. If parking spaces are provided in front of the building the vehicles shall be screened from the road by walls, earth berms, and /or plant material equal to the height and length of the area. Adequate off - street parking shall be provided by each Owner and tenant for its customers, employees and visitors; and the parking requirements set forth in the appropriate section of the Riverside, Missouri Unified Development Ordinance shall be used as minimum guidelines in determining minimum parking requirements. E. Off - Street Loading. Provision for handling all truck service must be totally within the building site. No loading docks may be on any street frontage, unless properly screened and approved. All loading shall be paved with an impervious surface equal to asphalt or concrete. All side and rear loading service areas shall be properly screened from view from all existing or proposed streets, roads, or highways by walls, earth berms, and /or plant material. {32159 / 65681; 328535.41 G -1 F. Outside Storage and Equipment. Outside storage of any type, including, but not limited to; materials, supplies, equipment, finished products or semi - finished products, raw materials, or articles of any nature may be stored or permitted to remain on any Building Site outside of the building or buildings constructed thereon, in accordance with the following standards: • Screening. All outdoor storage shall be contained within a fully enclosed building or in a fenced open yard adequately screened. • Location. All outdoor storage shall be located in either a side or rear yard. Displays shall not be located on public sidewalks or streets. No outdoor storage shall be located within ten (10) feet of a street line. • Appearance. All outdoor storage shall have a neat and orderly appearance. • Setback. Outdoor storage areas shall comply with all setback requirements. • Height. The height of materials stored shall not exceed the height limitation of the underlying zoning district. Any permitted storage may only occur in a manner so as to not be objectionable to any occupant of other building sites in the entire tract. Facilities for storage of waste and rubbish shall be maintained within a screened area in closed metal containers of type approved. Each Owner and tenant shall keep its premises, buildings and improvements and appurtenances in a safe, sightly, clean, neat and wholesome condition, and shall comply in all respects with all governmental, health and police requirements. Each Owner and tenant shall remove, at its own expense, any rubbish or trash of any character which may accumulate on its property and shall keep unlandscaped and landscaped areas neat and well - maintained. Rubbish and trash shall not be disposed of on the premises by burning in open fires or incinerators. All rubbish and trash containers shall be properly screened by an appropriate enclosure. G. Permanent Park Signage. No sign shall be erected, placed or otherwise installed upon a Building Site or affixed to a Building, structure, or other improvement erected on a Building Site until the plans for such sign shall have been approved by the City. Flashing or moving signs shall be prohibited. Product or service replicas or models shall be prohibited, unless allowed per the Unified Development Ordinance or The location, size, design and color of all signs must be in keeping with the character of the Park. Monument signs shall provide a minimum landscaped area equal to 3 times the size of the monument sign utilizing ornamental trees and shrubs, ground cover, rock beds, flowers, or other decorative treatments. 1. Park Entr Si gns. Park Entry Signs shall be utilized to identify the development as whole and not individual businesses. Four Park Entry Signs shall be permitted, each with a maximum height of 18' and a maximum sign face of 128 sq. ft. Individual Building Monument signs shall have a maximum height of 8' and a maximum sign face of 64 sq. ft. 2. Construction Signs. A temporary wood, metal, or plastic sign will be allowed during the construction of a building project. Such signs may be either single or double faced with each face having a maximum area of fifty square feet for building sites, less than three (3) acres and eighty square feet for building sites of three (3) acres or more. All signs permitted under this provision will be removed immediately upon issuance of an occupancy permit for any building constructed on the site. {32159 / 65681; 328535.41 G -2 3. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be erected on a developed building site to offer the property for sale or lease. One (1) such sign, having a maximum area of thirty (30) square feet, will be authorized for each building site. 4. Temporar Si gns. Paper signs, stickers, transfers, signs printed or affixed to, or visible through the windows, doors or exterior walls of a building or other signs of a temporary character or purpose, regardless of the composition of the sign or the materials used therefore, are expressly prohibited. H. Landscaping_ All open areas not occupied by buildings, storage, parking, access roads and loading shall be landscaped in accordance with Applicable Laws and Requirements. Building sites shall be landscaped in accordance with the general landscaping plan for the Park Credit shall be given to the requirements set forth above for the minimum landscape buffer and the building site landscaping requirements for landscaping that occurs within the common area, including the lakes and canals as shown on the Master Plan. I. Exterior Li Lighting of buildings and public areas, such as parking, plazas, landscaping, fountains, sculptures, and walkways is required. All site lighting will be accomplished by using concealed source fixtures with a minimum average illumination in accordance with the requirements of the City of Riverside, Missouri. All exterior lighting will be metal halide or white in color and constant in nature, specifically excluding traveling, flashing or intermittent illumination of any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent existing or proposed streets, highways, ponds or building sites. Pole mounted fixtures will have a maximum pole height of twenty -eight (28) feet, including the base. J. Underground Utilities, Pipes, Etc. No pipe, conduit, cable, line or the like for water, gas, sewage, drainage, steam, electricity, or any other energy or service shall be installed or maintained upon any building site (outside of any building) above the surface of the ground. K. Fencing. All fencing on any building site shall be compatible with the building materials used in the construction of the major structure on said building site. All metal fencing shall be black vinyl coated or with mesh screen and shall be screened by landscaping from view from existing or proposed streets, highways and contiguous building sites. Fencing shall be limited to 8' high at side and rear yards. Front yards shall be decorative in appearance with a maximum height of 3' above grade. L. Animals. No livestock, poultry or other animals shall be kept on any part of the Park M. Miscellaneous. Each building site in Horizons Business Park is subject to all present and future applicable laws and ordinances, including without limitation the Unified Development Ordinance of the City of Riverside, Missouri with special attention directed to the following sections thereof applicable to all PD Planned Development Districts, pertaining to the following: 1. Smoke Control 2. Control of Dust & Dirt, Fumes, Vapors and Gases 3. Noise control 4. Control of odors 5. Glare and heat control 6. Vibration control 7. Storage and waste disposal {32159 / 65681; 328535.41 G -3 EXHIBIT H Briarcliff Horizons Project Absorption Schedule (Estimate Only -WILL BE DIFFERENT) The above dates and phasing are subject to actual market conditions and further revisions as set forth in accordance with the terms of this Agreement. Failure to meet the above dates do not constitute an Event of Default as set forth in Sections 10.1, 10.2 and 10.3 {32159 / 65681; 328535.41 H -1 Industrial Office Total Absorption Absorption Absorption Cumulative Year in (RSF) in (RSF) in (RSF) Absorption 2012 153 - 153 153 2013 153 - 153 306 2014 153,331 - 153 459 2015 153,331 56 209 669 2016 153,331 56 209 879 2017 153 56 209 1 2018 153 56 209 1 2019 153 56 209 1 2020 153,331 56 209 1 2021 153,331 56 209 1 2022 - 56 56 1 2023 - 56 56 2 2024 - 56 56 2 2025 - 56 56 2 2026 - 56 56 2 2027 - 56 56 2 2028 - 56 56 2 2029 - 56 56 2 2030 - 56 56 2 2031 - 56 56 2 2032 - 56 56 2 2033 - 56 56 2 2034 - 56 56 2 2035 - - - 2 TOTALS 1,533,312 1 2,665,872 The above dates and phasing are subject to actual market conditions and further revisions as set forth in accordance with the terms of this Agreement. Failure to meet the above dates do not constitute an Event of Default as set forth in Sections 10.1, 10.2 and 10.3 {32159 / 65681; 328535.41 H -1 0: /:Il no] 1r Levee Allocation Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments Relating to the Riverside Quindaro Bend Levee District of Platte County, Missouri. Date of Document: 1 2011 Grantor: Address: Grantee: Address: Legal Description: See Exhibit A RETURN RECORDED DOCUMENT TO CITY OF RIVERSIDE City of Riverside Attn: Sarah Wagner 2950 NW Vivion Road Riverside, MO 64150 (816)741 -3993 1 -1 AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX ASSESSMENTS RELATING TO THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI This Agreement is made as of ( "Grantee "), having and an address of Whereas, In The Matter of Riverside- Quindaro Bend Levee District Platte County, Missouri, Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial District (the "Court "), benefits in the amount of $ ( "Benefits ") were assessed against the property generally known in the Riverside -Quindaro Bend Levee District of Platte County, Missouri ( "Levee District ") as Tract Tax Parcel No. ( "Original Tract "); and Whereas, the Original Tract has been subdivided or split into one or more parcels ( "Current Tracts "); and Whereas, the Levee District assesses annual debt service, maintenance and other taxes based upon the benefits assessed by the Court against each tract of land; and Whereas, the parties desire that the Benefits of the Original Tract be allocated between the Current Tracts as set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration acknowledged by the parties, the parties agree as follows: 1. Leual Description of Original Tract. The parties represent and warrant that the legal description for the Original Tract is as follows: See Exhibit A, attached. 2. Leual Description of Current Tracts. The Original Tract was divided by Grantor into separate tracts (the "Current Tracts "), legally described in Exhibit "B" attached hereto and incorporated herein by reference. 3. Allocation of Benefits The parties hereby irrevocably agree that the Benefits shall be allocated from the Original Tract between the Current Tracts as follows: Current Tract # 1: $ Current Tract # 2: $ IVA 2 2011 between ( "Grantor "), having an address of' 4. Running with the Land The provisions of this Agreement shall be perpetual covenants running with the land and shall inure to the benefit of the Levee District, the parties and their respective successors and assigns, and be binding upon the parties and their respective successors, assigns, and grantees, including but without limitation, all subsequent owners of any parcel or property affected hereby and all persons claiming under or through them. 5. Representations and Warranties Each of the parties to this Agreement hereby represents and warrants to the other that each person executing this document has the full power and authority to execute this document on behalf of the respective Grantor and Grantee and has the power and authority to legally bind the respective Grantor and Grantee as set forth herein. 6. Recording Each of the parties to this Agreement consent to the filing of this Agreement in the Office of the Platte County Recorder of Deeds and that a copy of such recorded document shall be provided to the Levee District by Grantor. 7. Reliance and Third Party Beneficiary The Levee District shall be entitled to rely upon this Agreement in preparing its Tax Book and all other records for the current year and every year thereafter. The parties agree that the Levee District is an intended third party beneficiary of this Agreement and may irrevocably rely upon the terms and provisions of this Agreement. 8. Amendments This Agreement may not be revoked, amended or modified except in a writing executed by the parties. Such amendment must be recorded of record and a fully executed and recorded copy of each and every amendment must be provided to the Levee District as required for this Agreement under Section 6 above. No amendment shall be effective as to the Levee District unless and until a fully executed and recorded copy of such amendment is provided to the Levee District. To be effective for any tax year, such fully executed and recorded amendment must be actually received by the Levee District no later than August 15 of such tax year. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of the parties as of the date first above written. , Grantor , Grantee Name: Name: Title: Title: 1 -3 3 STATE OF MISSOURI ) ss. COUNTY OF ) On this day of , 20 , before me appeared to me personally known, who, being by me duly sworn, did say that he /she is the Mayor of the City of Riverside, a municipality of the State of Missouri, and that said instrument was signed on behalf of said municipality, by authority of its Board of Aldermen; and said acknowledged said instrument to be the free act and deed of said municipality. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: STATE OF COUNTY OF On this day of to me personally known, ss. , 20 , before me appeared being by me duly sworn, did say that he /she is the of , a corporation and that said instrument was signed on authority of its Board of Directors; and that said acknowledged said instrument to be the free act and deed of who, incorporated in the State of behalf of said company, by said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: EXHIBIT "A" LEGAL DESCRIPTION OF ORIGINAL TRACT 1 -5 EXHIBIT " B " LEGAL DESCRIPTION OF CURRENT TRACTS Current Tract # 1: Current Tract #2: r EXHIBIT J Form of Certificate of Substantial Completion CERTIFICATE OF SUBSTANTIAL COMPLETION The undersigned, , a Missouri (the "Developer"), pursuant to that certain Purchase and Development Agreement dated as of , 2011, between the City of Riverside, Missouri (the "City "), and the Developer (the "Agreement"), hereby certifies to the City as follows: 1. That as of I , Project and/or ( ) the Infrastructure Improvement Agreement) or portion thereof described as follows completed in accordance with the Agreement. the construction of O the Infrastructure Work (as those terms are defined in the has been substantially 2. All work has been performed in a workmanlike manner and substantially in accordance with the Construction Plans (as those terms are defined in the Agreement). 3. This Certificate of Substantial Completion is accompanied by the Principal Engineer's certificate of substantial completion on AIA Form G -704 (or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and incorporated herein by reference, certifying that the Infrastructure Improvement Project or portion thereof described herein has been substantially completed in accordance with the Agreement. 4. Mechanics lien waivers for the Infrastructure Improvement Work have been obtained. 5. This Certificate of Substantial Completion is being issued by the Developer to the City in accordance with the Agreement to evidence the Developer's satisfaction of all material obligations and covenants with respect to the Infrastructure Project described herein. Upon such acceptance by the City, the Developer may record this Certificate in the office of the County Recorder of Deeds. This Certificate is given without prejudice to any rights against third parties which exist as of the date hereof or which may subsequently come into being. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement described herein. IN WITNESS WHEREOF, the undersigned has hereunto set his /her hand this day of 20 . B Name: Title: ACCEPTED: CITY OF RIVERSIDE, MISSOURI By: Name: Title: (Insert Notary Form(s) and Legal Description) {32159 / 65681; 328535.41 J- I EXHIBIT L City Facility City Facility Criteria 1. The City Facility must have an adequate water supply, as determined by the City, on the site. 2. The City Facility must have available sanitary sewer service and electric on the site. 3. The City Facility Property must have no restriction, easements or encumbrances which would, in the reasonable discretion of the City, restrict the use of the site for its intended purpose. {32159 / 65681; 328535.41 L -1 EXHIBIT M Briarcliff Horizons Property Purchase Contract AGREEMENT OF PURCHASE AND SALE BETWEEN THE CITY OF RIVERSIDE, MISSOURI ( "SELLER") AND BRIARCLIFF REALTY, LLC ( "PURCHASER") THIS AGREEMENT OF PURCHASE AND SALE (this " Agreement ") is made as of the Effective Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a Missouri municipal corporation ( " Seller "), and BRIARCLIFF REALTY, LLC, a Missouri limited liability company, and /or its assigns ( " Purchaser "). All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the MDA unless the context clearly requires otherwise. In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: RECITALS: WHEREAS, Seller and Purchaser entered into a Master Development Agreement for the development of the Briarcliff Horizons Site dated ( "MDA "); WHEREAS, Seller currently owns the Briarcliff Horizons Site, and wishes to sell Briarcliff Horizons Site to Purchaser on the terms herein set forth, and Purchaser wishes to purchase the Briarcliff Horizons Site on the terms herein set forth; NOW, THEREFORE, in consideration of the premises, TEN AND NO /100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as follows: ARTICLE I SALE AND PURCHASE 1.01 Sale and Purchase. Subject to, and in accordance with, the terms and conditions of the MDA, Buyer may purchase all or any portion of the Briarcliff Horizons Site in whole or in part in one or more transactions in Purchaser's sole discretion. The Purchase Price shall be calculated based on the square foot acreage of the portion of the Briarcliff Horizons Site purchased in accordance with the MDA. The actual Land to be purchased shall be particularly described and /or depicted in each Closing Notice. 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106, phone number (816) 221 -2880, fax number (816) 221 -2884 (the " Escrow Agent "), as agent for Fidelity National Title Insurance Company. No Earnest Money shall be required of Purchaser (the " Title Insurer ") . {32159 / 65681; 328535.41 M -1 ARTICLE II TITLE AND SURVEY DOCUMENTS 2.01 Title Commitment. Seller shall, within fifteen (15) days after receipt of a Closing Notice, at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser for the Briarcliff Horizons Property to be purchased in the subject Closing Notice an updated title commitment for the Title Policy (the " Title Commitment ") issued by the Escrow Agent showing the Authority as the record title owner of the Briarcliff Horizons Property, by the terms of which the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance (the " Title Policy ") at the Closing with respect to the Land in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Land identified in the Closing Notice to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein, together with readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre - printed exceptions. 2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the " Surve ") of the Horizons Property prepared by a surveyor of Purchaser's choosing (the " Surveyor ") as of a date which is subsequent to the Effective Date. 2.03 Review of Title and Survey. Purchaser shall have a period of time (the " Title Review Period commencing on the Effective Date of each Closing Notice and ending on ten (10) days prior to Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment. All objections raised by Purchaser in the manner herein provided are hereafter called " Objections ." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the " Cure Period ending on the tenth (10th) business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during the period of time (the " Termination Period ending on the tenth (10th) business day following the end of the Cure Period, whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment and to which Purchaser does not object on or prior to the last day of the Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the " Permitted Exceptions ") to the status of Seller's title to the Property. {32159 / 65681; 328535.41 M -2 ARTICLE III CONDITIONS PRECEDENT TO CLOSING 3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance with all of Seller's covenants, agreements and obligations under this Agreement. 3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing, any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion: (a) Representations and Warranties. None of the representations and warranties of Purchaser set forth in Article V of this Agreement shall be untrue or inaccurate; (b) Purchaser's Obligations. Purchaser shall have performed or complied with all of Purchaser's covenants, agreements and obligations under this Agreement; and (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaser any bankruptcy proceeding. (d) Compliance with Conditions of Master Development Agreement. Purchaser shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of the MDA. 3.03 Purchaser's Representations and Warranties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase the Land; and (c) OFAC Issues. (1) Purchaser represents and warrants that (A) Purchaser and each person or entity owning an interest in Purchaser (i) is not currently identified on the List, and (ii) is not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term "Purchaser Embargoed Person" means any person, entity or government subject to trade {32159 / 65681; 328535.41 M -3 restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require, and shall take reasonable measures to ensure compliance with the requirement, that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section shall not apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly - Traded Entity. ARTICLE IV CLOSING 4.01 Closing Date and Time. Provided that all of the conditions of this Agreement and the MDA shall have theretofore been satisfied, the closing (the "Closin ") of the purchase and sale of the Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may, at its option, extend the Closing Date for up to one (1) additional ten (10) day period, upon written notice to Seller, prior to the then scheduled Closing Date. The date on which the Closing actually occurs is referred to herein as the " Closing Date 4.02 Seller's Closing Matters. At the Closing, Seller shall do the following: (a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a special warranty deed (the " conveying to Purchaser good and indefeasible title in fee simple to the Land, subject only to the Permitted Exceptions; (b) Non - foreign Person Affidavit. Execute and deliver an affidavit in form and substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser or the Escrow Agent may reasonably request; (d) Possession of Property. Deliver possession of the Property to Purchaser; the Title Policy. (e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering (f) Tax Certificates. Deliver tax certificates or other written evidence showing that there are no delinquent taxes, assessments or PILOTS affecting the Property as of the Closing Date. (g) Certificate of Representations. Seller shall deliver an updated certificate of the representations and warranties set out in the Master Development Agreement as of the Closing Date. (h) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an absolute assignment of all Contracts concerning the Property entered into by Seller, if any. {32159 / 65681; 328535.41 M -4 (i) Other Documents. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its legal counsel or by the Escrow Agent. 4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following: (a) Sale Price. Deliver the Sale Price to the Escrow Agent by U. S. Federal Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. Deliver such evidence of authority to close the purchase of the Property pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and (c) Other Items. Execute, acknowledge where required and /or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel or by the Escrow Agent. 4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs of the Title Policy, and any special charges or assessments affecting the Property required to be paid prior to Closing to deliver unencumbered title to the Property to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by the Escrow Agent. 4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date: (a) Rents and Income. Collected rents and other income from the Property, if any, which are attributable to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing, and Purchaser shall receive credit against the Sale Price for the portion of such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable to the period from and after the Closing Date shall have been paid in full. (b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Property for the year in which the Closing occurs shall be prorated as of the Closing (collectively, " Taxes "), based upon actual days involved. Seller shall be responsible for all Taxes pertaining to the Property for any period prior to the Closing. Purchaser shall receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if actual figures for the year of the Closing are not available at the Closing, an estimated, tentative proration of Taxes shall be made using most recent assessment and tax rate information available; provided, however, that, when the actual taxes for the year of the Closing are available, a corrected proration of taxes shall be made. If such Taxes for the year of the Closing increase over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such increase, computed to the Closing Date, and conversely, if such taxes for the year of the Closing decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such decrease, computed to {32159 / 65681; 328535.41 M -5 the Closing, with any such payment to be made within ten (10) days after notification by either party that such adjustment is necessary. If all or part of the Property is located in a tax parcel for the year of Closing which includes property that is not within the Property, then the Taxes attributable to such tax parcel for the land value only and excluding the value of any improvements there for the year of Closing shall be allocated between the Property (or applicable portion thereof) and the other portions of such tax parcel on the basis of the percentages which the gross surface areas of the Property (or applicable portion thereof) and such other portions of such tax parcel represent of the total gross surface area of such tax parcel. If all or part of the Property is located in a tax parcel for the year of Closing which includes property that is not within the Property, and all Taxes attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing. (c) Other Taxes and Assessments. All Taxes to the Closing Date (including installments due after the Closing Date with respect to special assessments which are payable in installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation. (d) Post - Closing Adjustments. Seller shall, on or before the Closing, furnish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies. (a) Remedies for Failure to Close. In the event that Seller fails or refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement and the MDA, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate, and all parties hereto or mentioned herein shall be relieved and released of all further obligations, claims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof; or (c) seek specific performance of Seller's obligation to convey the Land under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement that Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri, in order to give constructive notice of the existence of this Agreement. {32159 / 65681; 328535.41 M -6 5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser and the Escrow Agent ARTICLE VI MISCELLANEOUS 6.01 Escrow Instructions. Intentionally Omitted. 6.02 Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the Property. 6.03 Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective heirs, personal representatives, successors and assigns. 6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as " Notice ") in this Agreement required or permitted to be given, made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre -paid, registered or certified, and addressed to the party to be notified, with return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall, until changed as provided below, be as follows: Seller: The City of Riverside, Missouri Attention: Mayor City Hall 2950 NW Vivion Road Riverside, MO 64150 Purchaser: Briarcliff Realty, LLC Attention: Nathaniel Hagedorn 4151 N. Mulberry Drive, Suite 205 Kansas City, MO 64116 The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America, by not less than ten (10) days' prior written notice to the other party. 6.06 Brokerage Commissions. Each party represents and warrants that no real estate brokerage commission fee is payable to any person or entity in connection with the transaction contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and {32159 / 65681; 328535.41 M -7 against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the indemnifying party. 6.07 Time. Time is of the essence in all things pertaining to the performance of this Agreement. 6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three (3) years after the Closing Date. 6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 6.10 Headings. The headings that have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 6.11 Terminology. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. The words "herein," "hereof," "hereunder" and other similar compounds of the word "here" when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation" unless otherwise qualified. 6.12 Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement. 6.13 Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. 6.15 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the {32159 / 65681; 328535.41 M -8 Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 6.16 Litigation. In the event of litigation between the parties with respect to the Property, this Agreement, the performance of the obligations hereunder or the effect of a termination under this Agreement, the losing party shall pay all reasonable attorneys' fees and expenses and court costs incurred by the prevailing party in connection with such litigation. 6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hereof. 6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder to an affiliated entity provided that (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to Seller at three (3) business days prior to Closing. 6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 6.20 Tenders of Performance. All tenders of performance shall be made at the Closing and at or before the time specified for the Closing. 6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any federal holiday for which financial institutions or post offices in Riverside, Missouri are generally closed for observance thereof. As used herein, the term "business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as otherwise provided in Sections 7.01 and 7.02 hereof, all rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be exercised separately or concurrently. 6.23 Effective Date; Acceptance. The effective date (the " ELective Date ") of this Agreement shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement that have been signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser to Seller to purchase the Property on the terms and conditions herein stated, which must be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (10th) business day (the " Acceptance Date ") following the date set forth below Purchaser's signature hereto, by the execution hereof by Seller and the delivery of at least two fully- executed counterparts of same to the Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully- {32159 / 65681; 328535.41 M -9 executed copy thereof to Purchaser. If Purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be thereafter null and void. {32159 / 65681; 328535.41 M -10 IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each of which is to be deemed an original for all purposes) by the parties hereto on the respective date appearing below each party's signature to be effective on the Effective Date herein specified. SELLER THE CITY OF RIVERSIDE, MISSOURI a Missouri municipal corporation By: Mayor Date: PURCHASER BRIARCLIFF REALTY, LLC Nathaniel Hagedorn Manager Date: ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale and Purchase and agrees to be bound by the terms of this Agreement this day of , 2011. ASSURED QUALITY TITLE COMPANY B Name: Title: {32159 / 65681; 328535.41 M -11 EXHIBIT N ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY 1001 WALNUT KANSAS CITY, MO 64106 (816)221 -2880 SCHEDULE A 1. Commitment Date: April 8, 2011 at 08:00 AM MP94504 2. Policy or Policies to be issued: (X) ALTA Owner's Policy: (ALTA Own. Policy 06/17/06) T.B.D. Proposed Insured: To Be Determined (X) ALTA Loan Policy: (ALTA Loan Policy 06/17/06) Amount T.B.D. Proposed Insured: To Be Determined 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the estate or interest in said land is at the effective date hereof vested in: Industrial Development Authority of the City of Riverside, Missouri 5. The land referred to in this Commitment is described as follows: SEE ATTACHED EXHIBIT A N -1 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 SCHEDULE B 1 - REQUIREMENTS The following are the requirements to be complied with: 1. (a) Pay the agreed amounts for the interest in the land or the mortgage to be insured. (b) Pay us the premiums, fees and charges for the policy. 2. Instruments in insurable form which must be executed, delivered and duly filed for record: a• Properly executed Warranty Deed from Industrial Development Authority of the City of Riverside, Missouri, to a Proposed Purchaser. b• Furnish for our file a certified copy of the Resolution of the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri, authorizing the proposed sale of said property. C. Furnish certificate for our file executed by the Secretary of State of Missouri evidencing that The Industrial Development Authority of the City of Riverside, Missouri is now in good standing in said state. d• Properly executed Deed of Trust from a Proposed Purchaser, to a Proposed Lender in an amount to be determined. e. The application for our Title Insurance does not give the name of the prospective purchaser. When such name is ascertained, the records must be searched for possible judgments. If a Corporation or Partnership is to acquire title, certain additional requirements may be necessary. We reserve the right to make additional requirements we deem necessary. f. Properly executed Partial Release, releasing the premises in question, from the Deed of Trust and Security Agreement executed by The Industrial Development Authority of the City of Riverside, Missouri, to Norman E. Fretwell, Trustee for UMB Bank, N.A., as Bond Trustee and Beneficiary, dated May 1, 2007 and filed May 9, 2007 as Document No. 007220 in Book 1103 at Page 316, securing an original amount of $40,265,000.00, and all other obligations secured thereby. Partial Release filed December 21, 2007 as Document No. 19359 in Book 1115 at Page 410. Subordination filed December 21, 2007 as Document No. 19360 in Book 1115 at Page 411. Assured Quality Title Company N -2 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Subordination Agreement filed March 27, 2009 as Document No. 004083 in Book 1137 at Page 46. Partial Release filed March 27, 2009 as Document No. 004084 in Book 1137 at Page 47. Subordination Agreement filed December 4, 2009 as Document No. 017375 in Book 1150 at Page 302. 9. Partial Termination of the Financing and Cooperation Agreement dated May 1, 2007 by and between the City of Riverside, Missouri and The Industrial Development Authority of the City of Riverside, Missouri as Grantors to UMB Bank, N.A., as Trustee filed May 9, 2007 as Document No. 007219 in Book 1103 at Page 315. Partial Release filed December 21, 2007 as Document No. 19359 in Book 1115 at Page 410. Subordination filed December 21, 2007 as Document No. 19360 in Book 1115 at Page 411. Subordination Agreement filed March 27, 2009 as Document No. 004083 in Book 1137 at Page 46. Partial Release filed March 27, 2009 as Document No. 004084 in Book 1137 at Page 47. Subordination Agreement filed December 4, 2009 as Document No. 017375 in Book 1150 at Page 302. h. To delete the exceptions shown at Items 2 through 6, Schedule B 2 hereof, we require the following: a. Item No. 2 will be deleted if, at the time of issuing our policy, we are furnished with an affidavit executed by a person well acquainted with the facts, stating that the record owner at the time is in sole possession of the premises in question, and that there are no tenants occupying any part of the premises, and upon review and examination by the Company of a current ALTA Certificate of Survey of the premises in question, which must reflect any improvements to exist at the time the policy is to be issued, nevertheless, any specified item, product of said review and examination will be excepted in our policy; b. Item Nos. 3 and 4 will be deleted upon review and examination by the Company of a current ALTA Certificate of Survey of the premises in question, which must reflect any improvements to exist at the time the policy is to be issued; nevertheless, any specified item, product of said review and examination will be except in ° Title Company N -3 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 c. Deletion of Item No. 5 will be considered upon being furnished evidence, satisfactory to the Company, including, without limitation, an affidavit executed by the record owner stating that there have been no improvements or repairs made to the subject premises within the preceding six months. NOTE: If any new construction or improvements are contemplated this Company reserves the right to make additional requirements. d. Item No. 6 will be deleted upon our conducting a "special tax search" which discloses no "pending special assessments". i. eRecording is defined as the process by which a lender, bank, title operation or government agency works with the county recorders office to process electronic documents using the Internet. Our company is currently participating in eRecording for Clay, Cass and Jackson County in Missouri. If applicable, an additional electronic recording service fee of $4.00 per document will be assessed by the county at the time of recording. FOR YOUR INFORMATION: Tract VIII & IX: 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $17,149.44, paid. Tax I.D. No. 23- 3.0 -05- 000 - 000 - 042 -001 Tract X: 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $1,350.84, paid. Tax I.D. No. 23- 3.0 -05- 000 - 000 - 042 -000 Tract XI: 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $116,777.65, paid. Tax I.D. No. 23- 3.0 -05- 000 - 000 - 043 -000 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $184,161.29, paid. Tax I.D. No. 23- 3.0 -08- 000 - 000 - 003 -000 (Mineral Rights) 2010 and prior years State, County and City Taxes are exempt. Tax I.D. No. 23- 3.0 -08- 000 - 000 - 003 -001 (Mineral Rights) 2010 and prior years State, County and City Taxes are exempt. Assured Quality Title Company N -4 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Tax I.D. No. 23- 3.0 -08- 000 - 000 - 003 -002 Commitment Prepared For: City Attorney /City of Riverside - Nancy Thompson For questions regarding closings, please call Don Rodgers at Assured Quality Title Co. (816) 221 -2880 Fax: (816) 221 -2884 E -Mail Address: DRodgers @AQTC.com 1001 Walnut, Kansas City, MO 64106 JKC /dj l 04/22/2011 "Pursuant to 20 CSR 500 -7.050 Disclosure of Premiums and Charges, the risk rate shown on Schedule A of this title commitment must be disclosed on lines 1103 and 1104 of the HUD -1 Settlement Statement and the title fee disclosed on a separate HUD -1 line. End of Schedule B 1 Assured Quality Title Company N -5 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 SCHEDULE B 2 - EXCEPTIONS Schedule B of the Policy or Policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company. 1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate of interest or mortgage thereon covered by this Commitment. STANDARD EXCEPTIONS: 2. Rights or claims of parties in possession not shown by the Public Record. 3. Easements, or claims of easements, not shown by the Public Record. 4. Any encroachment, encumbrance, violation, variation or adverse circumstances affecting Title that would be disclosed by an accurate and complete survey of the Land or that could be ascertained by an inspection of the Land. 5. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by Public Records. 6. Taxes, or special assessments, if any, not shown as existing liens by the Public Records. SPECIAL EXCEPTIONS: 7. All assessments and taxes for the year 2011 and all subsequent years. 8. Tax records show the subject property to be tax exempt as of the date of this commitment. However, this exemption may not apply after the subject transaction. Our Policy when issued will contain the following exception: (As to Mineral Rights Tract XI) "This policy does not insure that the tax exempt status will remain in effect after the effective date of this policy, and retroactive assessments, penalties and interest arising due to termination of the exempt status are hereby excepted from coverage." 9. The premises in question lies within the boundaries of Parkville Special Road District, which provides for the levy of assessments. (Tracts VIII thru XI) The lien of assessments levied, which may be due and unpaid at the date hereof. 10. The premises in question lies within the boundaries of Riverside- Quindaro Bend Levee District of Platte County, Missouri, which provides for the levy of assessments. (Tracts VIII thru XI) The lien of assessments levied, which may be due and unpaid at the date hereof. 11. Railroad rights -of -way, switch tracks, spur tracks, and all easements, licenses or servitudes within, appurtenant to or serving such rights -of -way or easements, including, but not limited to, electric and telephone transmission lines, broadband transmission lines, video and multi - channel video, pipelines and any facilities in support of telephone, communication or transporation. (Tract VIII, & XI) 12. The following matters rega r din t w t r s � known as the Missouri River are hereby i e ssre� ua om an Y p Y N -6 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 excepted: (Tract XI) a. All right, title or claim of any character by the United States, state, local government or by the public generally in and to any portion of the land lying within the current or former bed of said watercourse, or below the ordinary low water mark thereof, or between the cut banks of a stream navigable in fact or in law, and regulatory powers relating to said watercourse and /or the banks thereof. b. Rights of riparian water rights owners to the flow or the water, and other riparian rights, whether or not shown by the public records, such as fishing, boating, swimming or other similar activity. c. The consequences of any past or future change in the located of the bed or banks of said watercouse. d. Title to accredited land, artificially filled land, submerged lands and lands lying below the ordinary low water mark of said watercourse. e. Riparian water rights are not insured. 13. Right of way granted to Cities Service Gas Company by the instrument filed August 30, 1965 as Document No. 8924 in Book 281 at Page 19, over a portion of the premises in question, as more fully described therein. (Tract XI) 14. Easement granted to Magnolia Pipe Line Company by the instrument filed September 15, 1966 as Document No. 13392 in Book 291 at Page 453, over a portion of the premises in question, as more fully described therein. (Tracts IX ) Assigned to Williams Pipe Line Company by the instrument filed January 16, 1984 as Document No. 3546 in Book 658 at Page 11. 15. Lack of direct access and right of way for highway designated Interstate Route No. 635 and for a connection therewith State Highway designated Route No. 169 and for a side road, granted to the State of Missouri by instruments filed January 23, 1969 as Document No. 22747 in Book 317 at Page 605 and Document No. 22748 in Book 317 at Page 610. (Tract XI) 16. Affidavit, by the City of Engineer of the City of Riverside regarding Mattox Road, filed September 21, 1970 as Document No. 29057 in Book 348 at Page 417. (Tracts VIII thru XI) 17. Right of way granted to Quindaro Bend Levee District of Platte County, Missouri by the instrument filed March 13, 1974 as Document No. 3946 in Book 437 at Page 464, over a portion of the premises in question, as more fully described therein. (Tract XI) 18. Easement granted to Kansas City Power and Light Company by the instrument filed December 9, 1986 as Document No. 34682 in Book 694 at Page 3, over a portion of the premises in question, as more fully described therein. (Tract XI) 19. Right of way and easement granted to American Telephone and Telegraph Company by the instrument filed November 18, 1988 as Document No. 11684 in Book 724 at Page 777, over a portion of the premises in question, as more fully described therein. (Tract IX) 20. Terms, conditions, provisions, rights of way, easements, assessments and all other Assured Quality Title Company N -7 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 appurtenances relating thereto as granted or taken in favor of the Riverside- Quindaro Bend Levee District of Platte County, Missouri as set out in the following documents recorded in the recorder of Deeds Office of Platte County, Missouri: Commissioners Report filed October 28, 1977 as Document No. 28314 in Book 519 at Page 543. Decree of the Circuit Court of Platte County, Missouri, filed March 10, 1988 under Case No. 76 -475 and filed March 17, 1988 as Document No. 2391 in Book 715 at Page 621. Petition filed August 2, 1999 as Document No. 13897 in Book 911 at Page 743. Findings of Fact, Conclusions of Law and Judgment Decree filed August 2, 1999 as Document No. 13 898 in Book 911 at Page 744. Amended Petition filed July 6, 2000 as Document No. 9430 in Book 929 at Page 114. Findings of Fact, Conclusions at Law and Judgment Decree filed July 6, 2000 as Document No. 9431 in Book 929 at Page 115. Order and Judgment confirming Commissioners Report filed October 30, 2001 as Document No. 19451 in Book 957 at Page 142. Levee Tax record filed December 5, 2001 as Document No. 22249 in Book 959 at Page 913. 21. Abutter's rights of direct access between the premises in question and Highway I -635, as contained in Document No. 707 in Book 1074 at Page 916. (Tract XI) 22. Abutter's rights of direct access between the premises in question and Highway I -635, as contained in Document No. 707 in Book 1074 at Page 915. (Tract XI) 23. Terms and provisions of Cooperation Agreement filed as Document No. 11363 in Book 1085 at Page 515. (Tracts VIII thru XI) 24. Tenancy rights, either as month to month or by virtue of written leases, of persons now in possession of any part of the premises in question. 25. Right of way granted to the City of Riverside, Missouri by the instrument filed October 4, 2007 as Document No. 015794 in Book 1111 at Page 854, over a portion of the premises in question, as more fully described therein. (Tracts VIII thru XI) 26. Utility easement granted to City of Riverside Missouri by the instrument filed October 4, 2007 as Document No. 15795 in Book 1111 at Page 855, over a portion of the premises in question, as more fully described therein. (Tract XI) 27. Storm drainage easement granted to City of Riverside Missouri, by the instrument filed October 4, 2007 as Document No. 15802 in Book 1111 at Page 862, over a portion of the premises in question, as more fully described therein. (Tract XI) 28. Utility easement granted to City of Riverside Missouri by the instrument filed October 9, 2007 as Document No. 16044 in Book 1112 at Page 105, over a portion of the premises in question, as more fully described therein. (Tract XI) 29. Utility easement granted to City of Riverside Missouri by the instrument filed February 20, 2008 as Document No. 02285 in Book 1118 at Page 10, over a portion of the premises in question, as more fully described therein. (Tract XI) 30. Exclusive utility easement granted to City of Riverside Missouri by the instrument filed February 20, 2008 as Document No. 02286 in Book 1118 at Page 11, over a portion of the premises in question, as more fully described therein. (Tract XI) 31. Easement granted to Kansas City Power and Light Company by the instrument filed June 18, Assured Quality Title Company ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 2009 as Document No. 009139 in Book 1142 at Page 91, over a portion of the premises in question, as more fully described therein. (Tract XI) 32. Easement granted to Kansas City Power and Light Company by the instrument filed December 18, 2009 as Document No. 017983 in Book 1150 at Page 908, over a portion of the premises in question, as more fully described therein. (Tract XI) 33. Easement granted to Kansas City Power and Light Company by the instrument filed March 9, 2010 as Document No. 2010002706 in Book 1154 at Page 160, over a portion of the premises in question, as more fully described therein. (Tract XI) 34. Survey filed December 28, 2009 as Document No. 018332 in Book D at Page 112. 35. PLEASE READ THE EXCEPTIONS AND THE TERMS SHOWN OR REFERRED TO HEREIN CAREFULLY. THE EXCEPTIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE POLICY rS�I� du� R � CAREFULLY CONSIDERED. Assured Quality Title Company N -9 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 EXHIBIT A TRACT VIII: A tract in the Southwest Quarter of Section 5 in Township 50, Range 33, Riverside, Platte County, Missouri, described as follows: Beginning on the West line of said Section 5 at a point 1,987.7 feet North of the Southwest corner thereof; thence South and Easterly parallel with the Right -of -Way of the C, B & Q Railway 1,445.2 feet to the East line of the West Half of the Southwest Quarter of said Section; thence South 330.3 feet; thence North 65 degrees 51 minutes West 1,445.2 feet to the West line of said Section; thence North 330.3 feet to the Point of Beginning, Except that part in roads TRACT IX: A tract in the Northwest part of the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point 28.58 chains North and 2.90 chains East of the Southwest corner of Section 5 in Township 50 of Range 33, and running South 65 1/2 degrees East 18.72 chains; thence North 2.82 chains to C. B. & Q. Railroad, thence North 66 degrees West 18.78 chains along side of railroad Right -of -Way, thence South 3.16 chains to Place of Beginning, EXCEPT, the East one acre thereof, all in Riverside, Platte County, Missouri, Except that part, if any, in roads. TRACT X: A tract in the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point on the West line of said Southwest Quarter of Section 5 where said line intersects the Southerly Right -of -Way line of the Burlington Northern Railroad, said point also being 2,185.91 feet North of the Southwest corner of said Southwest Quarter, thence South along said West line 198.21 feet, thence Southeasterly parallel with the Southerly line of said railroad 209.68 feet, thence North parallel with the West line of said Quarter Section 208.56 feet to the Southerly line of said railroad; thence Northwesterly along said Southerly line of railroad to the Point of Beginning, Except that part in roads. TRACT XI: Those parts of Section Five (5) and of Fractional Section Eight (8) all in Township Fifty (50) North, Range Thirty -three (33) West of the Fifth Principal Meridian, Riverside, Platte County, Missouri, described as follows: Commencing at the Southeast corner of said Section Five (5), being also the Northeast corner of said Fractional Section Eight (Frac. 8); thence North 89 degrees 20 minutes 00 seconds West along the South line of said Section Five (5) (which is also the North line of said Fractional Section Eight (Frac. 8) 1,160.00 feet to a True Point of Beginning, said point being on the Westerly Right -of -Way line of highway designated Interstate Route #635, as condemned in the Circuit Court of Platte County, Missouri, in Suit No. C- 11021; thence from said true Point of Beginning South 0 degrees 01 minutes 20 seconds East along said Westerly Right -of -Way line 812.00 feet; thence Southeasterly along said Right -of -Way being a curve to the left, having a radius of 3,019.93 feet, an arc distance of 631.8 feet; thence South 0 degrees 01 minutes 20 seconds East 2,142.49 feet, more or less, to a meander corner on the Northerly or left bank of Assured Quality Title Company N -10 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Missouri River as located on May 21, 1965, the date of the Certificate of Survey made by Robert L. Buford, Land Surveyor, as Job No. P -8037, thence (Southwesterly) upstream meandering said River bank, but with the low water line of said River as the boundary, to a second meander corner of said River bank, which is the point of intersection thereof with the Southerly prolongation of the North -South center line of said Fractional Section 8, said intersection point being 1,565.54 feet distant South 76 degrees 03 minutes 33 seconds West from the end of the last herein above described course; thence continuing upstream meandering said River bank, as same is located on the Certificate of Survey No. P -1224, made by Robert L. Buford, Land Surveyor, dated April 19, 1966, revised May 25, 1966, but with the low water line of said River as the boundary to a third meander corner on said River bank which is the point of intersection thereof with the Southerly prolongation of the West line of said Fractional Section 8; thence North 0 degrees 12 minutes 26 seconds West along the Southerly prolongation of the West line of said Fractional Section Eight (frac. 8) and the West line thereof, 4,615.85 feet to its Northwest corner being also the Southwest corner of Section Five (5); thence North 0 degrees 02 minutes 56 seconds along the West line of said Section Five (5), 1,657.40 feet; thence South 65 degrees 56 minutes 26 seconds East 1,435.76 feet; thence North 0 degrees 03 minutes 07 seconds West 527.83 feet; thence South 65 degrees 55 minutes 20 seconds East 56.11 feet; thence Southeasterly along the arc of a circular curve to the left having a radius of 11,509.22 feet, and the last described course for its initial tangent 736.54 feet; thence South 69 degrees 35 minutes 20 seconds East tangent to the curve in the previous course described 2,501.85 feet to the Westerly line of the Right -of -Way Highway U.S. No. I -635; thence South 20 degrees 22 minutes 40 seconds West 251.80 feet; thence Southeasterly along said highway Right -of -Way line, (being the arc of a circular curve to the left having a radius of 2,994.90 feet, the last described course for its initial tangent, and a central angle of 4 degrees 44 minutes 42 seconds), 248.03 feet to the South line of said Section Five (5) being also the North line of said Fractional Section Eight (frac. 8); thence North 89 degrees 20 minutes 00 seconds West along said Section line, 140.20 feet to the True Point of Beginning; together with all accretions thereto, but subject to erosion therefrom by said Missouri River; and ALSO EXCEPTING, therefrom land conveyed by Clyde J. Linde and Margaret Y. Linde to State of Missouri by Deed dated December 14, 1968, for Highway designated Interstate Route No. 635. ALSO EXCEPT, that part of Fractional Section 8, Township 50, Range 33 West of the Fifth Principal Meridian, Platte County, State of Missouri, described as follows: The West 300 feet of said Fractional Section 8 as measured at a right angle from the West line of said Fractional Section 8 that lies South of the Southerly line of Highway designated Interstate Route Number 635 as conveyed in deed dated December 14, 1968, from Clyde J. Linde and Margaret Y. Linde, husband and wife to State of Missouri and lies North of the left bank of the Missouri River. EXCEPT those part conveyed to the State of Missouri and the State of Missouri acting by and through the Missouri Highways and Transportation Commission by Document No. 705 in Book 1074 at Page 913, Document No. 706 in Book 1074 at Page 914, and Document No. 707 in Book 1074 at Page 915, and except those parts lying Southward of the Northerly line of Interstate 635, Except that part in roads, Also Except that part condemned by the Riverside- Quindaro Bend Levee District of Platte County, Missouri as described in instrument filed October 30, 2001 as Document No. 19451 in Book 957 at Page 142; Except that part conveyed to Harry C. Edwards and Lucille C. Edwards by Warranty Deed filed October 4, 2007 as Document No. 15793 in Book 1111 at Page 853; Also Except that part conveyed to the City of Riverside, Missouri by Warranty Deed filed March 3, 2009 as Document No. 002722 in Bo'V����a�'i�le�ompany M ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Assured Quality Title Company N -12 Exhibit 0 Definitions "Act" or "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri, as amended. "Adverse Market Conditions " shall have the meaning given to such term in Section 8.6. "Affiliate" means: (i) with respect to a particular individual: 1) each other member of such individual's Family; 2) any Person that is directly or indirectly Controlled by any one or more members of such individual's Family; and 3) any Person with respect to which such individual or one or more members of such individual's Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and (ii) with respect to a specified Person other than an individual: 1) any Person that directly or indirectly Controls, is directly or indirectly Controlled by or is directly or indirectly under common Control with such specified Person; 2) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity); and 3) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, the "Family" of an individual includes solely (i) the individual, (ii) the individual's spouse and children, and (iii) any other natural person who is related to the individual and who regularly resides with such individual. "Agreement" means this Master Development Agreement, as the same may be from time to time modified, amended or supplemented in writing by the parties. "Applicable Laws and Requirements " shall mean any applicable constitution, treaty, statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, directive, requirement or decision of or agreement with or by Government Authorities, and all requirements of any insurers. Applicable Law and Requirements shall include, without limitation, the Redevelopment Project Plan and the Act. "Authority" means The Industrial Development Authority of The City of Riverside, Missouri, a public corporation duly organized under Chapter 349 of the Revised Statutes of Missouri. "Board of Aldermen " means the Board of Aldermen of the City. "Briarcliff Horizons Improvements " shall have the meaning given to such term in Section 6.1(a). "Briarcliff Horizons Phase" shall have the meaning given to such term in Section 6.1(d). "Briarcliff Horizons Project" shall have the meaning given to such term in Section 6.1. "Briarcliff Horizons Property " shall have the meaning given to such term in Section 7.4. "Briarcliff Horizons Property Purchase Contract" shall have the meaning given to such term in Section 7.4. "Briarcliff Horizons Site " shall have the meaning given to such term in Recital "Business Day " means any day other than a Saturday, Sunday or any other day on which banking institutions in Riverside, Missouri are required or authorized by law to close. {32159 / 65681; 328535.41 0-1 "Certificate of Approval " means that Certificate of Approval dated September 16, 2004, issued by the Director of the Department of Economic Development and the Commissioner of the Office of Administration of the State of Missouri approving the participation of projects under the Redevelopment Plan for the State Supplemental Tax Increment Financing Program. "Certificate Requesting Payment of Infrastructure Project Costs " means a document substantially in the form of Exhibit E , attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and which, upon the City's acceptance and approval of the costs set forth therein, shall evidence Infrastructure Project Costs properly incurred by the Developer. "Certificate of Substantial Completion of Infrastructure Improvements " means a document substantially in the form of Exhibit F , attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and which, upon the City's acceptance thereof, shall evidence the Developer's satisfaction of all obligations and covenants to construct the Infrastructure Project or portion thereof as identified in such Certificate in accordance with the Master Plan and this Agreement. "Certificate of Substantial Completion of Minimum Briarcliff Improvements " means a document substantially in the form of Exhibit F , attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and which, upon the City's acceptance thereof, shall evidence the Developer's satisfaction of all obligations and covenants to construct the Infrastructure Project or portion thereof as identified in such Certificate in accordance with the Master Plan and this Agreement. "City" means the City of Riverside, Missouri, a fourth class city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri. "City Clerk" means the City Clerk of the City. "City Code " means the Municipal Code of the City of Riverside, Missouri, as amended from time to time. "City Facility" means those governmental facilities of the City, which may be an amphitheatre or other municipal use, to be determined by the City in its sole discretion, which may, at the sole cost and expense of the City, be built upon the City Facility Property. "City Facility Property" means that 5.25 acres approximately located as generally depicted in the Master Plan. "City Infrastructure Bonds " means the Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri) Series 2007 in the principal amount of $40,265,000 issued to pay certain costs of Redevelopment Project III. The City Infrastructure Bonds are secured by a pledge of TIF Revenues, junior only to the Levee Obligations. "City Levee TIF Bonds " means, the City of Riverside, Missouri Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998, in the principal amount of $1,000,000; Tax Increment Revenue Bonds (L -385 Levee Project), Series 1999, in the principal amount of $1,400,000; Tax Increment Revenue Bonds (L -385 Levee Project), Series 2002 in the principal amount of $1,300,000; and Tax Increment Revenue Bonds (L-385 Levee Project), Series 2004 in the principal amount of $16,300,000. {32159 / 65681; 328535.41 0-2 "City Levee TIF Obligations " means the City Levee TIF Bonds together with the City Additional Levee Reimbursable Project Costs, payable from TIF Revenues. "City s Capital Contribution " shall have the meaning given to such term in Section 4.2(b)(ii). "Closing" means each Briarcliff Horizons Property Closing. "Construction Plans " means plans, drawings, specifications and related documents, and construction schedules for the construction of the Infrastructure Project, or Briarcliff Horizons Project as applicable, together with all supplements, amendments or corrections, submitted by the Developer and approved by the City in accordance with this Agreement and applicable law and any material produced by the architect, engineer or other design professional pursuant to Section 3.3. "Control " ( including "controlling," "controlled by," and "under common control with ") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person (other than an individual), whether through the ownership of voting securities, by contract or otherwise. "Compound Annual Return" means the annual return on Developer's Capital Contribution which shall be calculated on an annual basis by taking the actual average daily outstanding Developer's Capital Contribution and multiplying it by fifteen percent (15 %). Such portion of the Compound Annual Return not paid to the Developer by the end of any given calendar year shall be added to the Developer's Capital Contribution for the following calendar year and included in the Developer's Capital Contribution for purposes of calculating the Compound Annual Return for each such calendar year. "Developer" means Briarcliff Realty, LLC, a limited liability company duly organized and existing under the laws of the State of Missouri, or its permitted successors or assigns in interest. "Developer's Capital Contribution " shall have the meaning given to such term in Section 4.2(b)(i). 'Economic Activity Taxes" or "EATS " shall have the meaning ascribed to such term in Section 99.805(4) of the TIF Act and the Redevelopment Plan. "Environmental Laws " means all statutes, laws, acts, ordinances, rules, regulations, orders, decrees and rulings of any Federal, State and/or local governmental or quasi - governmental body, agency, board, commission and/or court relating to the protection of health and/or the environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release and /or transportation of Hazardous Substances, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as now or hereafter amended, The Resource Conservation and Recovery Act of 1976, as now or hereafter amended, and the Environmental Control Laws of the State of Missouri (principally set forth at Chapter 260 of the Revised Statutes of Missouri), as now or hereafter amended, and all regulations respectively promulgated thereunder. "Existing Environmental Reports " means the Environmental Assessment of 500 acres of Redevelopment Land Riverside /Quindaro Missouri River Bend Riverside, Missouri 64150 dated October 22, 2002 prepared by Kingston Environmental Services, Phase II Environmental Investigation Report Riverside /Quindaro Bend Riverside, Missouri dated February 20, 2003 prepared by Kingston Environmental Services, and the State of Missouri Department of Natural Resources GPS Locations of Oil Wells /Suspected Oil Wells Riverside Field, Inspection January 15, 2003, all of which have previously been provided to the Developer. {32159 / 65681; 328535.41 0-3 "Force Majeure" shall have the meaning given to such term in Section 12.7. "Governmental Approvals " means all plat approvals, re- zoning or other zoning changes, site plan approvals, conditional use permits, variances, building permits, or other subdivision, zoning, or similar approvals required for the implementation of the Infrastructure Proj ect and / or Briarcliff Horizons Proj ect. "Hazardous Substances " means any pollutants, contaminants or industrial, toxic or hazardous chemicals, wastes, materials or substances which are defined, determined, classified or identified as such in any Environmental Law or in any judicial or administrative interpretation of any Environmental Law, including without limitation, petroleum, petroleum by- products, friable asbestos, polychlorinated biphenyls and urea formaldehyde. (c). "Infrastructure Completion Schedule " shall have the meaning given to such term in Section 4.2 "Infrastructure Improvements " shall have the meaning given to such term in Section 3.1(a). "Infrastructure Phase" shall have the meaning given to such term in Section 3.1(b). "Infrastructure Project" shall have the meaning given to such term in Section 3.1. "Land Revenues " means all of the land sale revenues from the office and industrial sales, net of normal sales expenses: title, closing costs, commissions, etc. "Levee District" means the Riverside Quindaro Bend Levee District of Platte County, Missouri. "Levee District Bonds" means the Riverside Quindaro Bend Levee District of Platte County, Missouri Levee District Improvement Refunding Revenue Bonds, Series 2006 in the amount of $20,100,000 issued pursuant to a Bond Trust Indenture dated as of July 1, 2006, between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay Levee Project costs, which Levee District Bonds are secured by a pledge of TIF Revenues, junior only to the City Levee TIF Obligations. "Levee Obligations " means the City Levee TIF Obligations and the Levee District Bonds. "New State Revenues" mean those new state revenues as defined in Sections 99.845.4 -12 of the TIF Act, as limited by the Certificate of Approval, to the extent such revenues are appropriated by the General Assembly and paid by the Missouri Department of Revenue to the City for deposit into the NSR Account within the Special Allocation Fund in accordance with the Redevelopment Plan. "Payments in Lieu of Taxes " or "PILOTS " shall have the meaning ascribed to such term in Section 99.805 (10) of the TIF Act and the Redevelopment Plan. "Permitted Exceptions " shall have the meaning given to such term in Section "Person " means an individual, a partnership, a corporation, an association, limited liability company, a joint stock company, a trust, an estate, a joint venture, an unincorporated organization, other business entity or a governmental authority. "Redevelopment Area" means the Redevelopment Area described in the Redevelopment Plan. {32159 / 65681; 328535.41 0-4 "Redevelopment Plan" means the plan titled "L -3 85 Levee Redevelopment Plan," as amended, approved by the City pursuant to the Act and the Approving Ordinances. "Redevelopment Project" means any redevelopment project approved pursuant to the Act in furtherance of the objectives of the Redevelopment Plan. "Related Entity" means any party or entity related to the Developer by one of the relationships described in Section 267(b), Section 707(b)(1)(A) or Section 707(b)(1)(B) of the Internal Revenue Code of 1986, as amended. "Senior Bond Ordinances " means the ordinances and resolutions authorizing the Senior TIF Obligations and, subject to the limitations contained in Section , any refunding bonds in connection therewith. "Senior Bonds Cooperation Agreements " means that certain Cooperation Agreement relating to the Levee District Bonds, those certain Cooperation Agreements and Intergovernmental Agreements relating to the City Levee TIF Bonds and that certain Cooperation Agreement relating to the City Infrastructure Bonds and any refunding bonds in connection therewith. "Senior TIF Obligations " means the City Infrastructure Bonds together with the City Levee TIF Obligations and the Levee District Bonds and, subject to the limitations contained in Section , any refunding bonds issued in connection therewith. "Simple Interest Return" means the annual return on Developer's Capital Contribution which shall be calculated on an annual basis by taking the actual outstanding Developer's Capital Contribution and multiplying it by five percent (5 %). In no event shall unpaid principal be added to the Developer's Capital Contribution. In no event shall this amount include any accrued interest. "State " means the State of Missouri. "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 — 99.865, Revised Statutes of Missouri, as amended. "TIF Commission" means the Tax Increment Financing Commission of the City of Riverside, Missouri. "TIF Revenues" means: (1) Payments in Lieu of Taxes; (2) Economic Activity Taxes, to the extent appropriated; and (3) New State Revenues, to the extent appropriated and paid over to the City. N.A. "Trustee " means the trustee or fiscal agent for the Senior TIF Obligations, currently UMB Bank, {32159 / 65681; 328535.41 0-5 Exhibit P Accelerated Dispute Resolution Procedure (a) Application of This Process. This process shall apply to any disputes between City and Developer concerning funds allegedly due either party as provided in this Agreement. (b) Dispute Resolution Process. In the event that a dispute arises under this Agreement concerning the funds allegedly due either party, the following procedure shall apply: (i) The aggrieved party (the "Initiating Party ") shall give written notice to the other party (the "Responding Party ") outlining in reasonable detail the amount allegedly due and owing, along with any supporting documentation (the "Dispute Notice "). (ii) Within three (3) business days after the date of the Dispute Notice, representatives of the parties shall meet in person within five (5) business days of the date of the Dispute Notice and negotiate in good faith to resolve the dispute (the "Initial Meeting "). (iii) In the event that the meeting set forth above is unsuccessful in resolving the dispute, then the dispute shall be submitted to a committee consisting of three (3) people (the "Dispute Committee "), one of whom shall be appointed by City, one of whom shall be appointed by Developer, and one of whom shall be appointed by the first two members of the Dispute Committee or, if such two members cannot mutually agree upon a third member of the Dispute Committee, then the two members will request the appointment of a third member by the American Arbitration Association or similar organization selected by the two initial members of the Dispute Committee. The members of the Dispute Committee shall be unaffiliated with either party, and each member shall be an attorney with at least ten (10) years of practice in construction law in the states of Missouri or Kansas. The Initiating Party and Responding Party shall have the opportunity to present written evidence to the Dispute Committee concerning the dispute, and shall be available to answer questions if requested by the Dispute Committee. The Dispute Committee shall meet within ten (10) days after its Initial Meeting and shall attempt to resolve the dispute. A decision of a majority of the Dispute Committee shall be binding and not subject to appeal. (iv) In the event that the Dispute Committee is unsuccessful in resolving the dispute within thirty (30) days after the Initial Meeting, then the Dispute Committee shall appoint a retired judge with significant expertise in the area(s) of the law at issue in the dispute to resolve the dispute (the "Retired Judge "). In the event that the Dispute Committee cannot, by majority rule, agree to the appointment of the Retired Judge, then the Retired Judge shall be appointed by the Presiding Judge of the Circuit Court of Platte County, Missouri. The Retired Judge shall review the Dispute Notice, any documentation submitted by the Initiating Party and the Responding Party to the Dispute Committee, and any other documentation prepared by the Dispute Committee, and shall make a determination based on such evidence within fifteen (15) days after such Retired Judge's appointment. The Retired Judge shall have the authority to order specific performance or mandamus relief if the circumstances so warrant. The determination of the Retired Judge shall be binding and not subject to appeal. {32159 / 65681; 328535.41 P -1 (v) The Dispute Notice, any information provided to the Dispute Committee, the findings of the Dispute Committee, and all other information concerning the dispute resolution process shall be kept confidential to the fullest extent permitted by applicable Laws. (vi) The costs and expenses, including attorneys' fees, of the expedited dispute resolution process shall be borne equally by the parties and shall not be considered a Project Cost; provided, however, that the Dispute Committee or the Retired Judge shall have the right to award, in connection with its decision, costs and expenses of the expedited dispute resolution process to a party. {32159 / 65681; 328535.41 P -2 EXHIBIT Q Water Suppl Improments Q. CD O C) 5 17) m i l Pr (D U2 low ME CD 0 roll 0 -- a - :y i J � r+r - cf) roll e ir Q-1 P Exhibit R Electrical Improvements Additional electrical upgrades of the main extension shown on this Exhibit may be required in the future to serve the Briarcliff Horizons Site. If additional electrical upgrades are necessary to provide adequate service load requirements to the Briarcliff Horizons Site, and are not cost justified or otherwise provided by KCP &L, these upgrades will be coordinated and completed by the City. {32159 / 65681; 328535.41 R -1 EXHIBIT R e. w � I n— rD CD 0 0 m rt CD tn. 0 0 G) 0 (D m x rt m rr 0 -n O a r �,'''f Vii. Mx 1 r d Af of F, CL P P- U3 CD 0 rMIL lift A rMIL rMIL 0 Cl) rMIL CD t ..... ..... EXHIBIT S Sewer Improvements VG: F:\Projects\009-1632\—MUNI\Horizon Sanitary Sewer east 2011.3.3\91632_GEN LAY.dwg USER: bmccreary Exhibit T Environmental Remediation Per Phase II ESA Tank Battery Area — Removal & Disposal = $14,000.00 Unknown Material and Soil Removal at Tank Farm = $2 Well Abandonment = $18,000.00 (allowance includes the closure of the two existing above ground wells identified during field reconnaissance). Total = $34,900.00 NOTE: The estimate is an estimated cost obtained by the City. The City agrees to complete the Environmental Remediation listed above at the City's sole cost even if it exceeds the above estimate. {32159 / 65681; 328535.41 T- I EXHIBIT U Projected Value of Briarcliff Horizons Improvements as CI- CI- -2 L CL S S S a- E E < < - - - 2 U) W 7 -2 < < M M F-- F-- L C o �2 C2 - (9 - - - LO �2 �2 E� L t (L' c ( c �2 �2 �2 �2 - U -1 U -2 w w w 0 0 0 U U U w Z W Z w Z U z W 0 Z W U z W W � =, W � 7 W � =, w w Z w w Z w w Z LU LU U [if U � U � LU 0� W 0 W 0 W oo� W 0- Q p W a- Q p W'L Q p L w W W CL w W W a- w W W U) J F F-- U) J F F-- 0 J F-- F-- wCl W W wCl W W wCj W W [if w Z 0 0 W Z U U o w Z 0 0 O Q 2' C' m Q 2' C' W m Q 2' CC U -3 U -4 U -5 E N V O T O � M cD O N N N M M N N � . . . . . . . . . . . . . . d � a 2 ° U U -6 0 E - s A ca LU =D Z LU LU 0 m LU LL 0 _Z6 0 U-7 • w A O N N O N M 29 m V M g gg g cry. �n f m m �� O V N 1� lL � N M V Y's fD 1� G H M V Y A U U w w w w w w w w w w w w w w w w w w w w w w w- w N c0 O � - I� m O - - - - - - - - V � m V � L LL] N O] f� LL� 47 cp f� 6J N ti N N c0 T o (n N LL� ti O� O O N N fN0 N N N M M M N N O O T 4�'l f� M V LL M . m . . . . . . c N W cD N V c O M I� O O V m ~ d N a U Me o El cn LU =D z LU LY 3 0 m LU 0 LL O o U -10 sales puel Ile aol dSd 0g'0$ san/aoaa /f1/0 -43rd 01 'Z$ of paaaano/ dll aq/ll0 _qSd 00'Z$ of paddoap an/en pue7 aa/ll0 'saealf p snsaan sieelf g) aea/f Z /fq pa/felap uq/ldasogy loa�load aa/ll0 _4S&d OI'I$ le auaooul dll /elaisnpul weal( 01 uao,rl weal( E of papuaixa uo/ldaosgyle/aisnpul saeaA;3 Aq palelap uolldaosgy 1e1ainspul JSd OVJ$ of paaamol an/en pue71EVIsnpul : suo/iduanss y sales puel Ile aol dSd 05'0$ sanlaoaa /f1/0 -4S&d 00'Z$ of paaaMo/ dll ao/ll0 ,fSd 0r "I$ of paddoap anlen pue7 ao /110 uea/f 1, snsaan saealf Z) sieelf 0 /fq paAe/ap uo/ldrsogy loa�load aa/ll0 _4SHd 00'I$ of paaanno7 auaooul d11 /elaisnpul sieelf 01 uaoal saealf r of papuaixa uo/ldaosgy /elaisnpul saeaA £ Aq pay elep uolldaosgy 1e1ainspul jSd 00'0$ of paaamo/ an/en pue7 /elrisnpul : suo/lduanss y sales puel Ile aol dSd 0g'0$ sanlaaaa /fl/0 -4S&d 90'0$ le d11 ao /ll0 jSd g8'Z$ le an/en pue7 ao /110 s reeA OZ sa)lel uo/ldaosg y aa/ll0 sieelf 1, gels pa/fe/ap uo/ldasog y loafoad aa/ll0 O t, I $ le d11 /elaisnpul sieelf 01 uo/ldaosgy le/aisnpul lf/ale/pau. wl seouawwoo uo/idaosgy /elaisnpul jSd g8'Z$ of lean/en pue7 /elaisnpul : suoliduanss y r 1 %£ 6 I- H U I X69 ['883) %Z 6 le anlBA luasaad IaN £WMV' ;z1$ 0£L`0£8`V $ 966`z99`6Z $ (£S£`000`V1)$ splol 6Z6'199 $ - $ 6Z6'199 $ - $ 5£OZ 996'559 $ - $ 996'559 $ - $ ti£OZ 09I'tt9 $ - $ 09I'tt9 $ - $ 0£OZ 995'Z09 $ - $ 995'Z09 $ - $ Z£OZ LZ6'29 $ - $ LZ6'29 $ - $ 6£OZ 958'609 $ - $ 958'609 $ - $ 0£OZ 651'965 $ - $ 651'965 $ - $ 6ZOZ 56Z`£OZ' 6 $ 99V9 69 $ 0 68'185 $ - $ 8ZOZ (OZS'656'Z) $ 90Z'915 $ 6£0'115 $ (651'ti06't) $ LZOZ 890`ti06' 6 $ 156'105 $ 6 W995 $ - $ 9ZOZ 099'990'1 $ 6 61'005 $ 6t6'955 $ - $ SZOZ 60E'669'1 $ 6tt't9t $ 090D 6 $ - $ tiZOZ 91VZZ8' 6 $ 9£9'£ 6t $ Oti8`80ti' 6 $ - $ OZOZ 8Zti`Lti1' 6 $ SZZ'ti9£ $ ti0Z`£8£' 6 $ - $ ZZOZ 0£ 6 `ti19' 6 $ £8 6'9 6£ $ Lti6`19£' 6 $ - $ 2OZ ZLS'tZ£ $ 19V69Z $ 090`£££' 6 $ (Z16'12Z' 6) $ OZOZ 8£9`Z£5' 6 $ 660'tZZ $ Lti5`80£' 6 $ - $ 660Z 110`ti9 l $ t96'6L6 $ CK't9Z'6 $ - $ 860Z 8Z1`16£'6 $ Z£6'106 $ 965`09Z'6 $ - $ 160Z 159`Z££' 6 $ 905'56 $ 65 6 `L£Z' 6 $ - $ 9 60Z 119'609 $ 680'55 $ £65'ti51 $ - $ 560Z (08ti'ZOV 0 $ 001'Oti $ 9 6I'Oti1 $ (669'£ 6Z'Z) $ ti 60Z 681'£51 $ ££1`9Z $ 9KIZL $ - $ 060Z 6ti1'9Z1 $ 69 6'0 6 $ 085'£ 61 $ - $ Z 60Z (tzl'£Oti`9) $ - $ - $ (tzl'£Oti`9) $ 6 [0Z MOIJ yseo ewoouI d11 spaaooJd puej IuawIsanul Apb] joefoid leialsnpul r 1 %9'66 HUI 060`z80`£$ le anlBA luasaad TaN 698` . 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V Ll7 lm� lc O � > C4 CIJ CIJ CN M M M M M M M W tfy V3 tfy V3 ti=l to V3 V:jl V3 tR to tH ta tnl Val V3 vmjl V3 tfy V3 -9t _ r-- OD r, LO M U-) V -9t r, r, r, C4 CO CO U) r� nt r.- r, LO 00 nt r--� .0 - Lr � C:� Lr oc� cll� C�, cq C:� cl� cr� r--� cc� CR cu M n Ln LO U-) r- nt M W '-Zt '-Zt C Cn = w V r- nt w M Lo r- M LO r-- W --J m co nt CO ,:t ll::� lc:�, C:� =:� =:� =� 7 --:, -: --:, C,� C4 . . . . - - - - - - - - > O W U -1 Exhibit V Affidavit of Authority to do Work STATE OF MISSOURI ) ss: COUNTY OF ) AFFIDAVIT (as required by Section 285.530, Revised Statutes of Missouri) As used in this Affidavit, the following terms shall have the following meanings: EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of Missouri. FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99 -603. KNOWINGLY: A person acts knowingly or with knowledge, a) with respect to the person's conduct or to attendant circumstances when the person is aware of the nature of the person's conduct or that those circumstances exist(; or (b) with respect to a result of the person's conduct when the person is aware that the person's conduct is practically certain to cause that result. UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law to work in the United States, as defined in 8 U.S.C. 1324a(h)(3). BEFORE ME, the undersigned authority, personally appeared being duly sworn, states on his /her oath or affirmation as follows: 1. My name is and I am currently the President of (hereinafter "Contractor "), whose business address is , and I am authorized to make this Affidavit. who, 2. I am of sound mind and capable of making this Affidavit, and am personally acquainted with the facts stated herein. 3. Contractor is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with the following services contracted between Contractor and the City of Riverside: 4. Contractor does not knowingly employ any person who is an unauthorized alien in connection with the contracted services set forth above. 5. Attached hereto is documentation affirming Contractor's enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. {32159 / 65681; 328535.41 V- I Further, Affiant saith not. Signature of Affiant Printed Name: Subscribed and sworn to before me this day of 1 2011. Notary Public My Commission Expires: *PLEASE NOTE: Acceptable enrollment and participation documentation consists of the following 2 pages of the E- Verify Memorandum of Understanding: (1) A valid, completed copy of the first page identifying the Contractor; and (2) A valid copy of the signature page completed and signed by the Contractor, and the Department of Homeland Security - Verification Division. {32159 / 65681; 328535.41 V -2 FINAL: May 10, 2011 MASTER DEVELOPMENT AGREEMENT Between the CITY OF RIVERSIDE, MISSOURI And BRIARCLIFF REALTY, LLC Dated as of May 10, 2011 In connection with L-385 LEVEE REDEVELOPMENT PLAN, AS AMENDED and the development of the BRIARCLIFF HORIZONS PROJECT (32159 / 6569 1; 328535.4) WA 2772384.1 MASTER DEVELOPMENT AGREEMENT THIS MASTER DEVELOPMENT AGREEMENT is made and entered into as of May 10, 2011 ("Effective Date "), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri, and BRIARCLIFF REALTY, LLC a limited liability company duly organized and existing under the laws of the State of Missouri. (All capitalized ternis used but not otherwise defined herein shall have the meanings ascribed to them in Article 1 of this Agreement.) RECITALS WHEREAS, the City of Riverside adopted the L -385 Levee Redevelopment Plan ( "L -385 Plan"), which includes approximately 700 acres comprised of 33 parcels of developable property known as "Riverside Horizons ", and which was last amended through passage of Resolution No. 2007 -05 -01 on May 23,2007; and WHEREAS, the City controls 9 of these parcels within an area totaling 394 acres; and WHEREAS, the City desires to develop approximately 260 acres generally bounded by Horizons Parkway on the west, Interstate 635 on the south and east and the BNSF railroad line on the north (`Briarcliff Horizons Site "); and WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri owns the Briarcliff Horizons Site and that pursuant to the Financing and Cooperation Agreement between the City, the Authority and the Trustee dated May 1, 2007 and the Authority is required to sell the applicable Briarcliff Horizons Property at the written direction of and on terms determined by the City; and WHEREAS, the City has been working since the time of the adoption of the L -385 Plan to develop the Briarcliff Horizons Site for the benefit of the citizens of the City of Riverside; and WHEREAS, the City finished an extensive community-wide Master Planning process that included the Briarcliff Horizons Site and was a combination of economic analysis, land use, infrastructure planning and financing, design principles and guidelines, and community input; and WHEREAS, on June 9, 2010, the City issued a Request for Proposals seeking development proposals from developers to develop the Riverside Horizons; and WHEREAS, the City received several proposals in response to the Request for Proposals, reviewed and evaluated the responses and determined that the proposal from Briarcliff Realty, LLC (`Briarcliff') to develop the Briarcliff Horizons Site will best accomplish the City's vision of development of its property and benefit the citizens of the City of Riverside; and WHEREAS, The Board of Aldermen have determined that the development Horizons Site as provided for in this Agreement, fulfills a public purpose and will further the growth of the City, facilitate the development of the entire Horizons Site, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and (32159165681;328535.4) WHEREAS, the Parties desire to set forth the terms and conditions of development of the Briarcliff Horizons Site. AGREEMENT Now, therefore, in consideration of the premises and promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS AND RECITALS 1.1. Definitions. As used in this Agreement, certain words and terms shall have the meanings as set forth in Exhibit O attached hereto and incorporated herein by reference. 1.2. Recitals Incorporated Herein. The Recitals set forth above in this Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.2. 1.3. Exhibits Incorporated. The Exhibits to this Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.3. ARTICLE II DEVELOPER DESIGNATION AND AMENDMENT OF PLAN 2.1. Developer Designation The City hereby designates Briarcliff as the Master Developer of the Briarcliff Horizons Site to perform or cause the performance of the Infrastructure Project and the Briarcliff Horizons Project in accordance with this Agreement and all required Governmental Approvals. The Briarcliff Horizons Site is legally described in Exhibit A. attached hereto and incorporated herein by reference and the Infrastructure Project and the Briarcliff Horizons Project are depicted in the Master Plan in Exhibit B ' attached hereto and incorporated herein by reference ( "Master Plan"). To the extent of any inconsistency among the foregoing, the parties agree that the more restrictive document shall govern so long as such more restrictive document does not constitute a change to the Redevelopment Plan or any Redevelopment Project as would, in the opinion of the City Attorney or special counsel retained by the City, require further hearing pursuant to the TIF Act. The parties acknowledge the Developer is in the process of acquiring equity funding for the Infrastructure Project and therefore this Agreement is expressly conditioned upon (i) Developer providing a firm unconditional written commitment evidencing immediate available funds sufficient to fund the first Infrastructure Phase within sixty (60) days of approval of this Agreement by the Board of Aldermen; subject to an automatic extension of an additional sixty (60) days if necessary, to complete the equity fundraising for the first phase of the Infrastructure Improvements (said amount is estimated to be $6,300,000) provided that Developer is making all commercial reasonable efforts to complete the equity fundraising; and (ii) the execution and continued performance of the Briarcliff Horizons Purchase Contract by the Developer. Upon completion of the equity fundraising, Developer shall notify the City that it has raised the necessary equity and deposit an amount equal to the funds necessary to complete the engineering costs for the first phase Infrastructure Improvements no later than thirty (30) days thereafter. To the extent such evidence of funding is not secured, this Agreement shall be of no further force and effect. {32159/65681;328535.41 2.2. Amendment of L-385 Levee Redevelopment Plan and PD Zoning Plan The City agrees to prepare and process an amendment to the L -385 Levee Redevelopment Plan to accommodate the development of the Master Plan for submission to the Board of Aldermen for their approval. The City further agrees to process an amendment to the existing PD Development Plan, the approved zoning plan for the Property, to include the Master Plan for submission to the Board of Aldermen for their approval. 2.3. Market - Master Plan. The City recognizes that Briarcliff will market the uses as identified in the Master Plan and agrees that, dependent upon market response, it may be necessary to refine and revise (including revisions to mix of uses and the time schedule for construction and completion of the project) the Master Plan to accommodate the market as set forth in this Agreement. ARTICLE III INFRASTRUCTURE PROJECT 3.1. Undertaking of Developer Developer hereby agrees, subject to the terms and conditions hereinafter provided, to construct and complete the public infrastructure and other public improvements described below as set forth on the Master Plan ("Infrastructure Project'). (a) The City and Developer hereby agree that all public infrastructure and other public improvements constituting the Infrastructure Project in substantial accordance with Exhibit C attached hereto and incorporated herein by reference (the "Infrastructure Improvements ") shall be developed and constructed on the Briarcliff Horizons Site. (b) The City and Developer hereby agree that the Infrastructure Project may be developed, constructed and completed in one or more phases (each an "Infrastructure Phase" or collectively "Infrastructure Phases "), as described in Exhibit D attached hereto and incorporated herein by reference and more generally described in Section 3.2 below. (c) The performance of all activities by Developer hereunder shall be as an independent contractor and not as an agent of the City, except as otherwise specifically provided herein. (d) Except as provided in Section 3.1(e) below, the Infrastructure Project, as described in this Agreement and Exhibit B, Exhibit C and Exhibit D shall not be amended or modified without (i) the prior written consent of the Board of Aldermen which consent shall not be unreasonably withheld or delayed, and (ii) full compliance with all Applicable Laws and Regulations. (e) Permitted Modifications Developer shall have the right, in its reasonable discretion, to modify the scope and physical parameters during construction of each Infrastructure Phase (each, a "Permitted Modification ") if, and to the extent, that: (i) Permitted Modifications are required by Applicable Laws and Requirements; or (ii) Permitted Modifications do not to exceed the total amount of contingency for the particular Infrastructure Phase; Developer agrees that any such Permitted Modification shall be consistent, and comply, with Applicable Laws and Requirements. A Permitted Modification shall not require the consent of (32159 / 65681; 328535.4) the City, however, as soon as practicable Developer shall give to the City reasonable notice of any Permitted Modification. 3.2. Phasine of the Infrastructure Project: Minimum Improvements The Developer and City shall work together to define each Infrastructure Phase. The Developer hereby understands and agrees that prior to the start of construction of each such Infrastructure Phase, the City shall require from the Developer a fuze commitment as to improvements that shall, be designed, constructed, developed and completed in each such Infrastructure Phase, consistent with the Master Plan. The parties further agree that it may be necessary to refine and revise, including the time schedule for the development, the Master Plan in accordance with 3.1(d). Therefore, the parties agree that before proceeding with the construction of any Infrastructure Phase, the parties shall amend Exhibit C and Exhibit D in accordance with 3.1(d) to define in detail the Infrastructure Improvements to be designed, constructed, developed and completed by Developer for such Infrastructure Phase. Notwithstanding the foregoing, the parties hereby agree that the Infrastructure Phases shall generally be as follows: (a) Infrastructure Phase 1 : The first Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase I") shall consist of the lakes, canals, landscaping, all of the infrastructure for phase 1 of the industrial section of the project, and the phase 1 of the office section, as more specifically described in Exhibit C -1 and shall be constructed within eighteen (18) months of the date that Developer provides notice to the City that it has completed the equity fundraising for the first phase of the Infrastructure Improvements and has deposited the amount of funds needed to complete the engineering costs for the first phase of Infrastructure Improvements as provided in Section 2.1 of this Agreement. (b) Infrastructure Phase 2 : The second Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase 2 ") shall consist of the Infrastructure Improvements required for the second phase of industrial improvements. (c) Infrastructure Phase 3 : The third Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase 3 ") shall consist of the Infrastructure Improvements required for the second phase of office improvements. (d) Infrastructure Phase 4 : The fourth Infrastructure Phase of the Infrastructure Project ( "Infrastructure Phase 4 ") shall consist of the Infrastructure Improvements required for the third phase of office improvements. (e) The scope of the Infrastructure Project may be expanded beyond the Infrastructure Improvements from time to time upon the written agreement of the parties. 3.3. Start of Construction of Subsequent Infrastructure Phases. Subsequent to Infrastructure Phase 1, Developer shall start construction of each new Infrastructure Phase not less than eighteen (18) months from the date on which ninety percent (90 %) of the vertical improvements for the prior Briarcliff Horizons Phase is completed. For example, Developer shall begin construction of Infrastructuree Phase 2 upon completion of construction of ninety percent (90 %) of the vertical improvements for Briarcliff Horizons Phase 1. Developer shall begin construction of Infrastucture Phase 3 upon completion of construction of ninety percent (90 %) of the vertical improvements for Briarcliff Horizons Phase 2. Developer shall begin construction of Infrastructure Phase 4 upon completion of construction of ninety percent (90 %) of the vertical improvements for Briarcliff Horizons Phase 3. {32159/ 6568 1; 328535A I ARTICLE IV INFRASTRUCTURE PROJECT FINANCING — SOURCE OF FUNDS 4.1. Source of Funds The Infrastructure Project shall be funded by the Developer and City, subject to appropriation, as defined below. 4.2. Infrastructure Project Costs. (a) Project Budget The total cost of the Infrastructure Project is estimated to be $23,275,184.00 ( "Infrastructure Project Budget "). The Infrastructure Project Budget shall include all costs of the Infrastructure Improvements described in Exhibit C. The Infrastructure Project Budget does not include the utilities described in Section 5.13. (b) Infrastructure Project Cost Split As needed from time to time hereunder, Developer and City shall fund the Infrastructure Project concurrently on a pro -rata basis as follows: (i) The Developer shall fund fifty -one percent (51 %) of the Infrastructure Project Budget, estimated to be $11,870,344.00 ( "Developer's Capital Contribution "); and (ii) The City shall fund forty -nine percent (49 %) of the Infrastructure Project Budget, estimated to be $11,404,840.00 ( "City's Capital Contribution "). (c) Phases Each Infrastructure Phase of the Infrastructure Project shall be funded at the time such Infrastructure Phase is ready to commence. Each such Infrastructure Phase shall be funded with a pro -rata share of the Infrastructure Budget described above. NOTE: These costs are based on 2011 dollar estimates and are subject to change based on inflation costs or to reflect the actual conditions and unforeseen infrastructure costs at the time the infrastructure is actually constructed. 4.3. Pavment of Funds into a Special Infrastructure Proiect Escrow Account. (a) The City shall establish a Special Infrastructure Project Escrow Account to receive funds required to complete construction of the Infrastructure Project. The Special Infrastructure Project Escrow Account shall be held by United Missouri Bank or such other escrow agent that is mutually agreeable to the City and Developer. (b) Within thirty (30) days of the City's approval of an Infrastructure Phase, Developer shall deposit its pro -rata portion of the estimated project costs for such Infrastructure Phase into the Special Infrastructure Project Escrow Account. (c) Within fourteen (14) days of Developer's deposit into the Special Infrastructure Project Escrow Account in accordance with Section 4.3(b), the City shall deposit their pro -rata portion of the estimated project costs for such Infrastructure Phase into the Special Infrastructure Project Escrow Account. {32159/65681:32853541 4.4. Procedure for Pavmcnt of Infrastructure Project Costs. (a) Subject to the terms and conditions of this Agreement, the City agrees to use the proceeds of the Special Infrastructure Project Escrow Account to pay for the verified Infrastructure Project Costs. (b) Certification of Costs by Developer To provide for the payment of Infrastructure Project Costs, the Developer shall, from time to time, submit to the City a written disbursement request properly completed in all respects and substantially in the form of Exhibit E attached hereto and incorporated by reference ("Certificate of Infrastructure Project Costs ") which shall include itemized invoices, receipts or other acceptable information evidencing such costs, and including lien waivers as required by the City, and which shall be signed by Developer and Principal Engineer and authorized by the City's Owners Representative, if any (the lien waivers may include conditional lien waivers as construction is progressing and shall include unconditional liens waivers upon final completion of the construction). Prior to the payment of the final payment in each Infrastructure Phase, Developer shall submit to the City a certificate of substantial completion properly completed in all respects and substantially in the form of Exhibit F attached hereto and incorporated by reference ( "Certificate of Substantial Completion "). (c) Payment of Costs by City. The City hereby authorizes its Director of Finance, ( "Director") in consultation with its owner's representative, to approve or disapprove requisitions, certified in accordance with Section 4.4(b) above, on the Special Infrastructure Project Escrow Account. Within fifteen (15) Business Days of the City's receipt from the Developer of a Certificate of Infrastructure Project Costs, the Director shall review and act upon such Certificate of Infrastructure Project Costs. Upon approval, the Director shall, but solely from funds deposited in the Special Infrastructure Project Escrow Account, thereafter pay such approved Infrastructure Project Costs with a joint pay if requested by Developer or Developer's designee. If the City determines that any costs identified as an Infrastructure Project Cost is an ineligible Infrastructure Project Cost, the City shall so notify the Developer in writing within fifteen (15) days identifying the ineligible cost and the basis for determining the cost to be ineligible. If Developer disagrees with a determination of ineligibility, it may request accelerated dispute resolution pursuant to the procedure set forth in Exhibit P . 4.5. Limitation on the City's Obligations. (a) Limited to Special Infrastructure Project Escrow Account Notwithstanding any other term or provision of this Agreement, Infrastructure Project Costs shall be paid solely from funds in the Special Infrastructure Project Escrow Account and from no other source. (b) Payment Limited to Infrastructure Project Costs Nothing in this Agreement shall obligate the City to pay for any cost that does not qualify as a verified actual Infrastructure Project Cost. 4.6. City's Rieht to Audit The City may audit the Developer's books relating to the incurring of Infrastructure Project Costs submitted for payment; said audit rights being limited to the period of time to within thirty-six (36) months following the expenditure of the Infrastructure Project Costs. 132159/ 65681;328535A1 V4,we 1V3KWA INFRASTRUCTURE PROJECT CONSTRUCTION IMPLEMENTATION 5.1. Desien Professionals The Developer shall select such architects, engineers and other design professionals and consultants as are necessary to provide construction documents and construction oversight services for the construction of the Infrastructure Improvements to be designed, constructed and completed by Developer in or about the Briarcliff Horizons Site. All agreements respecting architectural and engineering services shall be between Developer and such persons, and a copy of each such agreement shall be timely provided to the City upon a request for the same. Developer has selected Olsson & Associates as the principal engineer for the Infrastructure Improvements (the "Principal Engineer "), and the City has approved such selection. The City shall be named as a specific third party beneficiary on any agreements to provide services in accordance with this section 5.1. 5.2. Desien and Plans and Specifications Developer shall, as soon as practicable, provide the City with Construction Plans for the Infrastructure Improvements for each Infrastructure Phase, which Construction Plans shall include cost estimates for the Infrastructure Improvements, the design of which is compatible with the Master Plan, Exhibit C, this Agreement and all Applicable Laws and Requirements. Developer recognizes, stipulates and agrees that the Infrastructure Construction Plans shall be presented to and subject to approval by the City and the appropriate Government Authorities. Without the prior written approval of the City and the appropriate Government Authorities, there shall be no substantial amendment to the Infrastructure Construction Plans subsequent to approval of the Infrastructure Construction Plans by the City. 5.3. General Contractor and Construction Documents Developer will competitively bid the Infrastructure Project and will select the general contractor whom Developer determines to be the lowest and best bid based upon consideration of the bids received, including price, quality and responsiveness of bid, ability to comply with requirements, experience and performance. Developer will notify the City within 10 days of the selection of the general contractor (the "General Contractor") for the construction of the Infrastructure Improvements, for the City's approval of the selected General Contractor which approval shall not be unreasonably withheld or delayed. Developer represents that its construction documents relative to the Infrastructure Improvements (the "Infrastructure Construction Documents ") shall require and provide the following for each Infrastructure Phase of the Project: (a) the design, development, construction, equipping and completion of the Infrastructure Improvements in accordance with the Master Plan, this Agreement, the Infrastructure Construction Plans and all Applicable Laws and Requirements, (b) a guaranteed maximum price, (c) guaranteed Substantial Completion not later than the appropriate Completion Date described in Exhibit D, and (d) surety of performance and labor and material payment bonds in the full amount of the Construction Plans with the City named as an additional insured. The City shall be named as a specific third party beneficiary on any construction contract. 5.4. Ownership of Work Product Developer and City shall jointly own all Construction Plans and Infrastructure Construction Documents, including, but not limited to surveys, soils reports, engineering reports and any other work product that is generally beneficial to the Infrastructure Project and the Briarcliff Horizons Site ( "Work Product "). Each party shall have an unconditional and absolute fully paid up, world -wide, non- exclusive license and/or right to utilize Work Product, including but not limited to the right to publish, republish, transmit, sell, distribute, modify, create derivative works and otherwise use the Work Product for the benefit of the Briarcliff Horizons Site, in whole or in part, in all languages and in all media of expression now known or later developed, and to license or permit others to do so. 132159/65681;328535.41 5.5. Chanees or Amendments Developer shall not make any changes or amendments to, or terminate any of the Infrastructure Construction Documents or Construction Plans, or release any party therefrom without the prior written consent of the City. After initial approval by the City, Developer shall promptly deliver to the City copies of all change orders or other changes or amendments to the Infrastructure Construction Documents or Construction Plans. Developer agrees that (a) it shall perform its duties and obligations under the Infrastructure Construction Documents or Construction Plans and (b) enforce the obligations of all other parties thereunder. 5.6. Construction of Improvements Developer shall cause the Infrastructure Improvements to be constructed and completed substantially in accordance with the Infrastructure Construction Documents or Construction Plans, the Master Plan and this Agreement. In addition, the Infrastructure Construction Documents or Construction Plans, and any other contracts for the design, development, acquisition, construction and completion of the Infrastructure Improvements, as well as all other contracts or agreements respecting the Infrastructure Improvements, shall comply and conform with all Applicable Laws and Requirements. (a) The Infrastructure Improvements shall be constructed in a good and workmanlike manner in accordance with the terms of this Agreement. (b) The Developer shall seek competitive bids for all materials and activities relating to the Infrastructure Improvements in accordance with City Code. Developer shall, upon opening of the bids, immediately provide to the City copies of all of the bids. Developer shall award contracts for all Infrastructure Improvements for which competitive bidding is required to the lowest and best bidder with such selected bidder being subject to the approval of the City which approval shall not be unreasonably withheld, conditioned or delayed. Prior to awarding contracts for any Infrastructure Improvements, Developer shall provide notice of such award to the City and shall have obtained any approvals required hereunder. (c) No Infrastructure Improvements may be constructed except pursuant to a written contract provided that prior to entering into any such contract, that scope of work and the amount of such contract, including all change orders, must have been approved, in writing, by the City. The City shall promptly act upon each such matter but no later than ten (10) Business Days after receiving a complete package containing all the bids, the scope of work and the contract amount. Developer shall submit each contract, including all amendments and change orders, to the City. (d) Prior to the commencement of any portion of the Infrastructure Improvements, the Developer shall obtain or shall require that any of its contractors obtain workers' compensation, comprehensive public liability and builder's risk insurance coverage in amounts customary in the industry for similar type projects. The Developer shall require that such insurance be maintained by all of its contractors for the duration of the construction of such portion of the Infrastructure Improvements and that City shall be named as an additional insured. 5.7. Responsibility for Design and Construction Developer shall, subject to the terms of this Agreement, and the Master Plan, design, manage and construct the Infrastructure Improvements. Neither Developer, nor any Developer Affiliate shall receive a separate fee from the City for acting as construction manager of the Infrastructure Improvements. To the extent Develop hires or requires a construction manager, Developer shall pay for such services at its sole cost and expense. Notwithstanding anything set forth herein to the contrary, the Infrastructure Construction Documents and/or Construction Plans shall be sealed by the Principal Engineer and shall require that the Principal Engineer render a certificate upon the completion of the work required thereby that said work has been completed in accordance with all Applicable Laws and Requirements. {32159!65681,328535.41 5.8. Payment and Performance Bonds The General Contractor shall be required under the Construction Plans to furnish and maintain in full force and effect performance and labor and material payment bonds in the full amount of the project cost, as set forth in the Infrastructure Construction Documents. Said bonds shall be in form and substance and issued by a corporate surety satisfactory to Developer and the City. Said bonds shall be in favor of Developer, the City, and such other parties as are specified in writing by the City. 5.9. Permits and Reviews The Developer hereby recognizes, stipulates and agrees (a) Developer, or its General Contractor, shall procure and pay for any and all permits, licenses or other forms of authorizations that are, from time to time, required, and (b) that nothing herein shall be construed as any release by the City of the responsibility of Developer to comply with, and satisfy the requirements of, all Applicable Laws and Requirements. 5.10. Prevailing Wage Developer agrees to pay prevailing wages as established by the Applicable Laws and Requirements for all aspects of construction of the Infrastructure Improvements undertaken by Developer, and Developer shall use its best efforts to see that others responsible for constructing portions of the Infrastructure Improvements pay such prevailing wage. This provision shall not subject Developer to this prevailing wage requirement for its vertical construction of the Briarcliff Horizons Improvements that are being financed privately. 5.11. Undertaking of the Citv The City hereby agrees to construct and complete the utility projects described below: (a) Water The City shall be responsible for the cost of the improvements specifically described in Exhibit . Any refunds or rebates for these main extensions shall be paid to the City in accordance with the applicable filed tariff of Missouri American Water Company. The Developer shall be responsible pursuant to applicable tariffs for the cost of all additional main extensions and service lines to provide water and fire flow to the Property. (b) Electric The City shall be responsible for the cost of the improvements specifically described in Exhibit R . The Developer shall be responsible for the cost of all additional line extensions, service connections and related equipment, and any additional duct and conduit capacity requested by Developer. (c) Sewer The City shall be responsible for the cost of sewer line improvements as more specifically described in Exhibit S . The Developer shall be responsible for the cost of all additional sewer extensions to the Property. (d) Environmental Developer acknowledges City has procured Existing Environmental Reports on the Briarcliff Horizons Site. The City shall be responsible for the cost of environmental remediation activities on the Briarcliff Horizons Site identified on the Existing Environmental Reports described above and specifically described in Exhibit T at the City's sole cost. ARTICLE VI BRIARCLIFF HORIZONS PROJECT 6.1. Undertaking of Developer Developer hereby agrees, subject to the terms and conditions hereinafter provided, to develop, construct, complete and operate the industrial, office, retail {32159/65681;328535.41 and hospitality, infrastructure, buildings and other improvements described below (the `Briarcliff Horizons Improvements ") and as set forth in and consistent with the Master Plan ( "Briarcliff Horizons Proj ect "). (a) The City and Developer hereby agree that the Briarcliff Horizons Improvements to be constructed within each Briarcliff Horizons Phase shall meet the design, architecture, signage, parking and landscape standards attached as Exhibit G attached hereto and incorporated herein by reference. (b) The City and Developer hereby agree that the Briarcliff Horizons Project may be constructed in one or more phases (each an "Briarcliff Horizons Phase" or collectively `Briarcliff Horizons Phases "), as described in Exhibit H attached hereto and incorporated herein by reference and more generally described in Section 6.4 below. (c) The Briarcliff Horizons Project, including in this Section and Exhibit B, Exhibit G and Exhibit H shall not be amended or modified without the prior written consent of the City, provided that changes that do not decrease the overall square footage of the vertical Briarcliff Horizons Improvements as described in Exhibit H by more than ten percent (10 %) and do not increase the area allocated to the Industrial Section described Section 6.3(a)(i) shall not require the City's consent as long as they are in full compliance with all Applicable Laws and Requirements. 6.2. Source of Funds The Briarcliff Horizons Project shall be solely funded by Developer. 6.3. Development Developer hereby contemplates that all Briarcliff Horizons Improvements shall be developed, constructed and completed on the Briarcliff Horizons Site in substantial accordance and compliance with the terms and conditions of this Section. The parties further agree as follows: (a) The Briarcliff Horizons Project is contemplated to be developed, designed and constructed to include industrial, office, retail and hospitality components generally as follows: (i) An industrial area consistent with the Master Plan, but in no event totaling more than 125.5 acres (excluding the land area devoted to swales, berms, common area and the sewer lift station) (the "Industrial Section "). (ii) The remaining area is to be used for office, retail, hospitality and civic uses (the "Office Section "). (b) On an annual basis, prior to April 30 of each year, Developer shall provide to the City a written update on the then current market conditions, the status of the development of the Briarcliff Horizons Property and the Horizons development schedule, and plans for development during the coming year. If such update is not provided to the City by April 30, the City shall provide notice to the Developer that such report has not been received. In the event Developer fails to provide a written plan, the Developer shall then have thirty (30) days to cure. (c) Construction plans for the Briarcliff Horizons Project shall be prepared by a professional engineer or architect licensed to practice in the State of Missouri. The construction plans and all construction practices and procedures with respect to the Briarcliff Horizons Project shall be in conformity with all applicable state and local laws, ordinances and regulations, and shall be submitted to the City for approval. (32159/65681;328535.4) 6.4. Phasing of the Briarcliff Horizons Project: Minimum Briarcliff Horizons Improvements The Developer hereby understands and agrees that within each Briarcliff Horizons Phase time is of the essence, the City shall require from the Developer completion of 50,000 square feet of improvements that shall, at a minimum, be designed, constructed, developed, completed and operated in the first phase of Briarcliff Horizons Phase 1 within forty eight (48) months of the execution of the Agreement (the "Minimum Briarcliff Horizons Improvements "). The parties further agree that the planning, scope and content of the Briarcliff Horizons Improvements to be constructed within each Briarcliff Horizons Phase has not yet been determined, nor has the exact location of the real property required for each Briarcliff Horizons Phase within the Redevelopment District. Therefore, the parties agree that before proceeding with any Briarcliff Horizons Phase, the parties shall enter into an addendum to this Agreement to define in detail the Briarcliff Horizons Improvements to be designed, constructed, developed, completed and operated by Developer for that Briarcliff Horizons Phase and the location of the Briarcliff Horizons Property in connection with such Briarcliff Horizons Phase. Notwithstanding the foregoing, the parties hereby agree that the Briarcliff Horizons Phases shall generally be as follows: (a) Briarcliff Horizons Phase 1 : The first Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase F shall consist of the Briarcliff Horizons Improvements required for the fast Industrial Section. (b) Briarcliff Horizons Phase 2 : The second Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 2 ") shall consist of the Briarcliff Horizons Improvements required for the first Office Section. (c) Briarcliff Horizons Phase 3 : The third Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 3') shall consist of the Briarcliff Horizons Improvements required for the second Industrial Section. (d) Briarcliff Horizons Phase 4 : The fourth Briarcliff Horizons Phase of the Briarcliff Horizons Project ("Briarcliff Horizons Phase 4 ") shall consist of the following Briarcliff Horizons Improvements required for the second Office Section. (e) Briarcliff Horizons Phase 5 : The fifth Briarcliff Horizons Phase of the Briarcliff Horizons Project (`Briarcliff Horizons Phase 5 ") shall consist of the Briarcliff Horizons Improvements required for the third Office Section. 6.5. Governmental Approvals (a) Developer shall, at Developer's sole cost and expense, obtain all Governmental Approvals needed for the Briarcliff Horizons Project. The City agrees to employ reasonable and good faith efforts to cooperate with the Developer and to process and timely consider and respond to all applications for the Governmental Approvals as received, all in accordance with applicable City ordinances and the laws of the State of Missouri. (b) Simultaneously with any subdivision, lot split or plat of any part of the Briarcliff Horizons Property, Developer shall record in the Office of the Platte County Recorder of Deeds and file with the Levee District, an agreement, in substantially the form attached as Exhibit I allocating, on a per square foot basis, the total benefits assessed by the Levee District against such portion of the Briarcliff Horizons Property being subdivided, split or platted against the individual tracts or lots existing after such subdivision, lot split or plat; provided, however, no benefits shall be allocated to or assessed against any rights -of -ways held by or on behalf of any governmental (32159/65681;328535.4) entity (however, the City Facility as outlined in Exhibit L shall be subject to the allocation of any assessments). 6.6. Certificate of Substantial Completion for Minimum Improvements Promptly after substantial completion of the Minimum Briarcliff Horizons Improvements for each Briarcliff Horizons Phase in accordance with the provisions of this Agreement, the Developer shall furnish to the City a Certificate of Substantial Completion certifying such completion. Within thirty (30) days following delivery of a complete Certificate of Substantial Completion, the City shall carry out such inspections as it deems necessary to verify to its reasonable satisfaction the accuracy of the certifications contained in the Certificate of Substantial Completion and either accept the Certificate of Substantial Completion or provide the Developer with specific written objections, describing such objections. In the event that the City provides the Developer with specific written objections to the Certificate of Substantial Completion within such thirty (30) day period, then the Developer may address such objections and re- submit the Certificate of Substantial Completion to the City in accordance with this Section and the thirty (30) day review period shall begin anew. Upon acceptance of the Certificate of Substantial Completion, the Developer may record the Certificate of Substantial Completion with the County's Recorder of Deeds, and the same shall constitute evidence of the satisfaction of the Developer's agreements and covenants to perform the portion of the Redevelopment Project so accepted. The Certificate of Substantial Completion shall be in substantially the form attached as Exhibit J ' attached hereto and incorporated by referenced herein. The City's acceptance of a Certificate of Substantial Completion does not in any way operate to waive the City's rights, as a governmental entity, to enforce the City code. ARTICLE VII BRIARCLIFF HORIZONS PROJECT - MARKE TING, PURCHASE AND SALE 7.1. Marketine The Developer shall actively market the Briarcliff Horizons Site and commence development of the Briarcliff Horizons Project. 7.2. Development Use Restrictions Developer hereby understands and agrees that the nature of the industrial, office and civic components of the Briarcliff Horizons Project are critical to the approval of this Agreement and shall be subject to the use restrictions mutually agreed to between the parties. At the time the Briarcliff Horizons Site is platted, Developer and the City shall execute a document which shall memorialize the restrictions set forth in this Section and record the same against the Briarcliff Horizons Site. 7.3. Reserved City Facility, The City may retain a portion of the Briarcliff Horizons Site to be used for City Facilities, as set forth on Exhibit L . In no event shall the City or Developer be obligated to pay any acquisition cost for a City Facility. 7.4. Purchase of Property. The Developer and City shall enter into a land sale purchase contract for the Briarcliff Horizons Site in the form attached as Exhibit M (`Briarcliff Horizons Purchase Contract") vesting Developer with the right to purchase all or a portion of the Briarcliff Horizons Site (the "Briarcliff Horizons Property") subject to the satisfaction of the contingencies to closing described in 7.5 below. The Developer may close only on such portion of the Briarcliff Horizons Property at any one time as is reasonably necessary to further construction of the Briarcliff Horizons Improvements or part thereof as defined in the applicable construction plans submitted in accordance with Section 6.3(c) and Section 7.5(a)(iv). The purchase price for each Briarcliff Horizons Property shall be $0.50 per square foot ( "Purchase Price'. The Briarcliff Horizons Property Purchase Price for each Briarcliff Horizons Property shall be due and payable in accordance with the Briarcliff Horizons Purchase Contract. (32159/65681,328535.4) 7.5. Conditions to Closing each Briarcliff Horizons Phase (a) Not less than thirty (30) days prior to Closing, Developer shall provide a written notice to City depicting and identifying the legal description of the Briarcliff Horizons Property to be closed upon ( "Land ") consistent with Section 7.4 above and identify the developing party ( "Closing Notice "). (b) The City's obligation to close the sale of the Briarcliff Horizons Property which will be developed by Briarcliff Realty, LLC, Briarcliff Horizons, LLC, or a Developer Affiliate is conditioned upon satisfaction of each of the following conditions by Developer at or prior to the Briarcliff Horizons Property Closing Date, or such earlier date as is specified with respect to a particular condition: (i) None of the representations and warranties of the Developer set forth in Section 11.2 shall be untrue or incorrect in any material respect. (ii) The Developer shall not be in default of any its covenants, agreements, promises and obligations under this Agreement; (iii) The Developer shall provide construction plans for the Briarcliff Horizons Improvements for such Briarcliff Horizons Phase which shall comply with the design criteria no later than ten (10) days prior to Closing; (iv) The Developer shall provide a commercially reasonable guaranteed maximum price construction contract for construction of all Briarcliff Horizons Improvements planned for such Briarcliff Horizons Phase to complete such Briarcliff Horizons Improvements, which contract is in accordance with the agreed upon design criteria, construction and completion schedule and construction plans for such Briarcliff Horizons Phase; and (v) The Developer shall provide reasonable evidence that Developer has procured and closed financing transactions for construction of Briarcliff Horizons Improvements subject to closing, the net proceeds of which are reasonably sufficient and available to fully fund the hard and soft costs for such Briarcliff Horizons Improvements. (vi) The Briarcliff Horizons Property to be purchased by Developer as described in the Closing Notice shall have been platted in accordance with applicable state and municipal law. (c) In cases where the property being purchased for the Briarcliff Horizons Project will be developed by an independent third party, the City and Developer agree to condition the City's obligation to close the sale of such property upon satisfaction of conditions mutually agreed upon by City and Developer at or prior said sale (said conditions may include some or all of the conditions set forth above in Section 7.5(b). 7.6. Covenant to Commence Construction (a) The Developer covenants to commence construction of vertical improvements on each Horizons Property upon which Briarcliff Realty, LLC, Briarcliff Horizons, LLC, or a Developer Affiliate closes on pursuant to 7.5(b) consistent with submitted design criteria and (32159 / 65681; 328535.4) construction plans within sixty (60) days of the applicable closing date. The conveyance of each Horizons Property shall be subject to a reversionary interest in the event that Developer fails to timely begin commencement of construction as described above. Upon request of Developer for good cause shown, an extension of Developer's covenant may be granted by the City, which shall not be unreasonably withheld or delayed. (b) The conveyance of each Horizons Property to an independent third party pursuant to 7.5(c) shall be subject to a reversionary interest which may be enforced by either the City or Developer in the event such independent third party fails to timely begin commencement of construction within six (6) months of the applicable closing date. Upon request of Developer for good cause shown, an extension of this covenant may be granted by the City, which shall not be unreasonably withheld or delayed. 7.7. Levee District Assessments/Prorations at Closine (a) Developer acknowledges that the Briarcliff Horizons Site is subject to annual special assessments and taxes by the Levee District. The amount of taxes and assessments attributable to each tract of land is determined based upon the benefits assessed against such tract on the records of the Levee District. One hundred percent (100 %) of the benefits associated with the Briarcliff Horizons Property shall remain with the net Briarcliff Horizons Property, after excluding all rights -of -ways, transferred to Developer. Developer acknowledges and agrees that all such special assessments and taxes shall be imposed against the each Briarcliff Horizons Property acquired by Developer and no portion of any special assessment or tax shall be levied against any right -of -way or easement obtained or reserved, now or in the future, by the City or the Authority. This Section shall survive Closing and termination of this Agreement. (b) The City shall be responsible for all real estate taxes and special assessments due and payable for years prior to the year in which applicable Closing occurs and for the then current year to the extent then billed, provided, however, that taxes and assessments for the tax period in which a Closing occurs shall be prorated, with the City or the Authority, as applicable, being responsible for the period through the day preceding Closing, and the Developer responsible for the period commencing on the date of Closing. If not yet billed, Developer shall be responsible for all taxes and special assessments due and owing for the year in which a Closing occurs, subject to proration as provided above at Closing. In the event taxes and assessments for the tax period in which a Closing occurs are not available at the applicable Closing Date, then they shall be presumed to be the same as those for the last preceding tax period for which the amount of taxes and assessments is known; provided, at such time as the actual taxes and assessments become known after such Closing Date, the parties shall reprorate such amounts and remit payment as is appropriate. 7.8. Developer Waiver of Due Dilieence The Developer acknowledges that Developer is familiar with the Briarcliff Horizons Site. Further, Developer acknowledges that Developer is aware of the condition of the L -385 Levee Project and the potential need for future repairs. Developer understands that the costs of future repairs to the Levee Project may be assessed against the property owners within the District, including the Developer. Developer waives any claim against the City with respect to the Levee Project and Developer agrees to close on the purchase of each Briarcliff Horizons Property without regard to the status of the Levee Project. It is acknowledged and agreed that at closing and recordation of any particular tract within the Briarcliff Horizons Project, the City makes no warranties or representations as to the real property 132159/65681,328535.4} transferred, express or implied, and Developer shall accept and acquire each Briarcliff Horizons Property "AS, WHERE IS" without representation or warranty from the City of any kind. Developer may make such inspections of and testing on the Briarcliff Horizons Property ( "Land ") to determine that the Land as to which Developer is contemplating giving a Closing Notice is suitable for Developer's purposes in all respects, including, without limitation, obtaining a survey or surveys, investigation of flood plain and drainage conditions; underground geologic conditions; environmental conditions; zoning, availability of electric, natural gas, water, sanitary sewer, stone drainage, telephone, cable television, internet and other utilities, for construction of Developer's planned development of the Land. City hereby grants to Developer the right to enter upon the Briarcliff Horizons Site to make inspections thereof or for other purposes incident to Developer's requirements relative to the acquisition and use of the any of the Briarcliff Horizons Site. Developer hereby indemnifies City against and agrees to defend and hold City harmless from all claims, costs, expenses, injuries, accidents or damage, and shall repair any physical damage, to or on the Briarcliff Horizons Site caused by Developer or Developer's inspecting agents or contractors during Developer's inspections, which obligations shall survive Closing as to a portion of the Briarcliff horizons Site and any termination of this Agreement, any other provision hereof to the contrary notwithstanding; provided, however, that Developer shall not have any liability for any disclosures of existing environmental or other conditions pertaining to the Briarcliff Horizons Site that result from Developer's investigations of the Briarcliff Horizons Site or discussing such conditions with Developer's consultants, governmental officials or other interested parties. Developer's inspection activities will be conducted upon reasonable advance notice to City and in a manner that will result in the least possible interference with the ongoing operations of the Property, if any, and will not violate any of the rights of the tenants of the Property, if any. Notwithstanding the foregoing, at such time as Developer has given a Closing Notice as to a parcel of Land within the Briarcliff Horizons Site, Developer .waives any and all due diligence with respect to the Land identified in the Closing Notice other than the review and approval by Developer of the title commitment and any survey. 7.9. Horizons Site The City and Developer acknowledge the Authority owns the Horizons Site and that pursuant to the Financing and Cooperation Agreement between the City, the Authority and the Trustee dated May 1, 2007, the Authority will sell the applicable Horizons Property consistent with that agreement. A preliminary title commitment is included as Exhibit N attached hereto and incorporated herein by reference. ARTICLE VIII BRIARCLIFF HORIZONS PROJECT - USE AND OPERATION 8.1. Term The Term of this Agreement shall commence on the Effective Date and shall expire upon December 31, 2034 (the "Term"). 8.2. Use and Operation (a) Developer covenants that at all times during the Term it shall, at its expense: (i) Conduct its business at all times in a dignified quality manner and in conformity with the first class industry standards and in such manner as to maximize sales and to help establish and maintain a high reputation for the Briarcliff Horizons Project. (32159 / 65681, 328535.4) (ii) Occupy or cause the Briarcliff Horizons Improvements to be occupied as soon as possible in accordance with the Completion Date associated with each Briarcliff Horizons Phase. (iii) Retain developers and managers as the City may approve in its reasonable discretion, as the manger of those aspects of the Briarcliff Horizons Improvements, and Developer shall not default on any of the terms and conditions of its respective agreements with the developers and managers. (iv) Perform its duties to maintain the Briarcliff Horizons Improvements and the Briarcliff Horizons Project as set forth in Section 8.4. (v) Perform its duties to repair, restore and replace portions of the Briarcliff Horizons Project as set forth in Sections 8.10. (vi) Secure a binding agreement from each tenant, owner, user or operator of a retail store, office or industrial facility in the Briarcliff Horizons Project (each an "Operator "), which agreement (individually, an "Operator Agreement" and collectively, the "Operator Agreements ") shall contain normal and customary provisions. (i) Require in the Operator Agreements provisions with respect to EATS, PILOTS and Sales Taxes payable to the City in connection with sales made or services furnished from, or in, on or about, or respecting the Briarcliff Horizons Site or any expansion thereof, that each Operator, in its Operator Agreement, shall provide such information to the City. (ii) Set forth in the Operator Agreements provisions as to the restrictions set forth in Section 8.2 hereof. 8.3. Compliance The Developer shall conduct its affairs and carry on its business and operations in such a manner as to comply with all Applicable Laws and Requirements, and to observe and conform to all valid orders, regulations or requirements (including, but not limited to, those relating to safety and health) of any Government Authorities applicable to the conduct of its business and operations and the ownership of the Project; provided, however, that nothing contained in this Agreement shall require the Developer to comply with, observe and conform to any such law, order, regulation or requirement of any Government Authorities so long as the validity thereof shall be contested by the Developer in good faith by appropriate proceedings, and provided that the Developer shall have set aside on its books adequate reserves in accordance with GAAP or secured adequate bonding with respect to such contest and such contest shall not materially impair the ability of the Developer to meet its obligations under this Agreement. Developer agrees to promptly pay any and all fees and expenses associated with any safety, health or other inspections required under this Agreement or imposed by Applicable Law and Requirements. 8.4. Maintenance of the Property The Developer shall remain in compliance with all provisions of the City Code relating to maintenance and appearance of the Briarcliff Horizons Property that it owns during the term of this Agreement. Upon substantial completion of any part of a Briarcliff Horizons Phase and so long as this Agreement is in effect, the Developer or its successor(s) in interest, as owner or owners of the affected portion(s) of the Briarcliff Horizons Property, shall but subject to any delay caused by an event of Force Majeure), maintain or cause to be maintained the buildings and improvements within Briarcliff Horizons {32159/65681;328535.41 Site in a good state of repair and attractiveness and in conformity with applicable state and local laws, ordinances and regulations. If there are separately -owned or ground leased parcels of real estate on the Briarcliff Horizons Property during the term of this Agreement, each owner or lessee as a successor in interest to the Developer shall maintain or cause to be maintained the buildings and improvements on its parcel in a good state of repair and attractiveness and in conformity with applicable state and local laws, ordinances and regulations. This provision shall survive termination of this Agreement. 8.5. Maintenance (a) The City will own and maintain the lakes, trails and canals throughout the project as well as the Civic Tract. City will maintain landscaping on all publicly owned land. The City may contract this function to Developer if the parties can reach an agreement acceptable to both; however once the Developer reached 50% build out of all phases of the project, then Developer will have the option to directly control the landscaping contract for the lakes, trails and canals. (b) The City and Developer will enter into a cross easement access and maintenance agreement. As the development progresses, this agreement will cover the pro -rata share of maintenance costs relative to the completion of the project. Thus, as the Developer achieves 25% build out, the Developer will cover 25% of the maintenance costs; at 50 %, the Developer will cover 50% of the costs. 8.6. Payment of Taxes and Other Charees Developer shall pay or cause to be paid, as they become due and payable, all taxes, assessments and other governmental charges lawfully levied or assessed or imposed upon the Developer or the portion of the Briarcliff Horizons Site owned or controlled by Developer or any part thereof or upon any income therefrom. Developer agrees that for purposes of evaluation of the Briarcliff Horizons Site and Briarcliff Horizons Improvements, either the replacement cost approach or the income approach shall be used to determine value for purposes of taxation. If Developer desires to appeal the value for purposes of ad valorem taxation determined by the county assessor, the Missouri State Tax Commission, the courts or appraiser, Developer and the City hereby agree that such valuation shall be based upon a value determined by one or both methods. Provided however, Developer shall not have the right to object to the assessed value of any particular improved parcel if it is equal to or less than the projected value of the Briarcliff Horizons Improvements as provided to the City by the Developer and attached in Exhibit U . 8.7. Payment of Obligations During the Term, the Developer shall promptly pay or otherwise satisfy and discharge all of its obligations and all demands and claims against it as and when the same become due and payable, unless the validity, amount or collectability thereof is being contested in good faith or unless the failure to comply or contest would not materially impair its ability to perform its obligations under this Agreement nor subject any material part of the Briarcliff Horizons Site to loss or forfeiture. 8.8. Licenses and Permits During the Tenn, the Developer shall procure and maintain all licenses and permits, and conduct or cause to be conducted, all inspections and/or investigations required by Applicable Laws and Requirements or otherwise necessary in the operation of its business and affairs in, on or about the Briarcliff Horizons Project and the Briarcliff Horizons Site. 8.9. Insurance During the period of construction of the Infrastructure Improvements, the Developer shall maintain or cause to be maintained insurance with respect to the Infrastructure Improvements and operations covering such risks that are of an insurable nature and of the character customarily insured against by organizations operating similar properties and engaged in similar operations (including but not limited to property and casualty, worker's compensation, general liability 132159165681; 328535.41 and employee dishonesty) and in such amounts as, in the reasonable judgment of the City, are adequate to protect Developer, the City and the Infrastructure Improvements. Each policy or other contract for such insurance shall (i) name the City as an additional insured (with respect to liability insurance), and (ii) contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such insurer, such policy or contract shall continue in force for at least thirty (30) days after written notice of cancellation to the Developer and each other insured, additional insured, loss payee and mortgage payee named therein. Developer shall provide written notice to the City within ten (10) days of the cancellation of any insurance required under this Section 8.9. 8.10. Damaee or Des truction . (a) In the event of damage to or destruction of any portion of the Briarcliff Horizons Project resulting from fire or other casualty during the Term, or in the event any portion of the Briarcliff Horizons Site is condemned or taken for any public or quasi - public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement satisfactory to the City and Developer ( "Casualty Escrow "). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a Casualty (the "Damaged Facilities "), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) The obligations in this Section 8.10 are limited to only those portions of the Briarcliff Horizons Improvements that are owned and controlled by Briarcliff Realty, LLC, Briarcliff Horizons, LLC, or a Developer Affiliate. 8.11. Indemnitv. The Developer shall pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless from and against all loss, liability, damage or expense arising out of (a) the acquisition of each Briarcliff Horizons Property, (b) the design, construction and completion of the Infrastructure Improvements and/or Briarcliff Horizons Improvements by Developer, (c) the use or occupation of the Briarcliff Horizons Improvements by Developer or anyone acting by, through or under it, (d) damage or injury, actual or claimed, of whatsoever kind or character occurring after a Closing, to persons or property occurring or allegedly occurring in, on or about such applicable Briarcliff Horizons Property, (e) any breach, default or failure to perform by Developer under this Agreement, and (f) any act by an employee of the City at the Briarcliff Horizons Site which are within or under the control of Developer or pursued for the benefit of or on behalf of the Developer. The Developer shall also pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred by them or by the Developer in any action or proceeding brought by reason of any such claim, demand, expense, penalty or fine. If any action or proceeding is brought against the City or its governing board members, directors, officers, employees or agents by reason of any such claim or demand, the Developer, upon notice from the City, covenants to resist and defend such action or proceeding on demand of the City or its governing body members, directors, officers, employees or agents. Nothing in this section shall constitute a waiver of governmental or official immunity of the City or its officers or employees. 8.12. Environmental Matters The Developer shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous (32159/65681;328535.41 Substance in, upon, under, over or from the Site in violation of any Environmental Regulation; shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Regulations; shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations; shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Environmental Regulation; and shall comply with all other Environmental Regulations which are applicable to the Site. The Developer shall indemnify the City against, shall hold the City harmless from, and shall reimburse the City for, any and all claims, demands, judgments, penalties, fines, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by the City (prior to trial, at trial and on appeal) in any action against or involving the City, resulting from any breach of the foregoing covenants or from the discovery of any Hazardous Substance, in, upon, under or over, or emanating from, the Site, whether or not the Developer is responsible therefor, it being the intent of the Developer and the City that the City shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or clean-up of, or otherwise with respect to, Hazardous Substances, which arises subsequent to a Closing. The foregoing covenants contained in this Section shall be deemed continuing covenants, representations and warranties for the benefit of the City and any successors and assigns of the City, and shall survive the termination, satisfaction or release of this Agreement, or any other instrument. Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the Prime Rate plus 2 %, or, if less, the maximum rate permitted by law, and shall be payable on demand. ARTICLE IX REVENUE 9.1. TIF Equivalent Payments to Developer The Briarcliff Horizons Project is anticipated to generate significant TTF revenues. These TIF revenues are pledged to bonds at this time. As the Briarcliff Horizons Property is developed and generates TIF revenue, the City will use these in accordance with applicable TIF Bond Indentures. However, the City shall, subject to annual appropriation, allocate on an annual basis, with the timing to coincide with the receipt of the TIF revenue by the City, a fee to Developer for the performance of its services in accordance with this Agreement as follows: (a) An amount equal to 10% of the PILOTs revenue from the Industrial Section of the project; and (b) An amount equal to 20% of the PILOTs revenue from the Office Section of the project. Said payment shall be made by the City to Developer within thirty (30) days following receipt by the City of the TIF revenues. 9.2. Subsequent Land Sale Payments to City The Developer, following acquisition of a Briarcliff Horizons Property pursuant to Section 7.5, may, in its discretion, sell each Briarcliff Horizons Property to another entity (each a "Subsequent Land Sale "). The Developer may set the sales price for each Subsequent Land Sale in its sole discretion (the "Subsequent Land Sale Purchase Price'). After Developer has recovered its Developer's Capital Contribution made pursuant to Section 4.2(b)(i), plus the Compound Annual Return as defined in Exhibit O ( "Developer Return "), Developer shall make a (32159!65681;328535.4} payment to the City upon the Subsequent Land Sale of each Briarcliff Horizons Property equal to the Subsequent Land Sale Purchase Price less Developer's cost to purchase the land from the City multiplied by forty percent (40 %). (For example, if Developer makes a Subsequent Land Sale at $1.50 per square foot, then the City would be entitled to a payment of $0.40 per square foot, [$1.50 - $0.50 = $1.00 x 40% = $0.40]). Both parties recognize and agree, dependant upon timing and funding of the Infrastructure Improvements and Developer's Capital Contribution, that this requirement for a Subsequent Land Sale payment to the City may vary from time to time. 9.3. Land Sale Reporting Requirements (a) Developer shall notify the City in writing of any Subsequent Land Sale, of each Briarcliff Horizons Property or any interest therein not less than ten (10) days prior to Closing of such Subsequent Land Sale. Said notice shall identify: (i) the Briarcliff Horizons Property sold, transferred or otherwise disposed, including the total acreage; and (ii) the Subsequent Land Sale Purchase Price, including the total purchase price and the purchase price per square foot; and (iii) the name and address of the person or entity so acquiring any or all of the applicable Briarcliff Horizons Property. 9.4. Application of Developer Proceeds (a) The following sources of revenue shall be used to reduce the actual outstanding principal balance of the Developer's Capital Contribution plus any Developer Return that may have accrued, if any, ( "Available Revenues') as and when received: (i) payments due to Developer by City pursuant to Section 9.1, if any; and (ii) Subsequent Land Sale Purchase Price revenues pursuant to Section 9.2, if any. (b) On an annual basis the Available Revenues shall be applied as follows: (i) payment of any unpaid Developer Retum accumulated in a prior year; (ii) payment of any Developer Return accumulated in the current year; (iii) payment of any actual outstanding principal balance of the Developer's Capital Contribution. (iv) distribution of any remaining Subsequent Land Sale Purchase Price revenues in accordance with Section 9.2. (32159165681;3285354) (c) City agrees to cause the Escrow Agent to prepare an Annual Report on proceeds received in TIF Revenues for the Briarcliff Horizons Improvements. 9.5. Jobs Fund Developer and City will explore the possibility of establishing a jobs fund in order to further the economic development of the City ( "Jobs Fund ") which in turn will assist the City in retiring its obligations with respect to improved flood control. This Jobs Fund may be used to attract office and quality industrial tenants and would be administered by the City and capped by the City at a certain dollar level per year and a certain time frame. The agreement would be used to spur greater momentum and development thus generating more TIF revenue which can be used to reinvest in the Jobs Fund creating a reinforcing cycle of growth. The Jobs Fund would be used to target companies that offer high quality jobs with an average wage equal to at least the average Platte County wage while offering health care benefits to its employees. The fund would be established for 3 - 5 years and be renewed if the City is satisfied with the results. ARTICLE X DEFAULT AND REMEDIES 10.1. Default Provisions A party shall be in default under this Agreement if: (a) General Default In the event of any default in or breach of any tern or conditions of this Agreement by any party, or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other parties specifying such default or breach, proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of notice, cure or remedy such default or breach. In the event that the default or breach is of such a nature that it cannot reasonably be cured within such thirty (30) day period, then provided that the defaulting party diligently and in good faith commenced the cure or remedy of such default or breach within such thirty (30) day period and diligently pursues such cure or remedy, the period for cure shall be extended for such period of time to cure. In the event that a default or breach of Developer is of such a nature that it cannot reasonably be cured within such thirty (30) day period, Developer shall provide the City a written plan, which is reasonably satisfactory to the City, to cure any default or breach expected to take longer than thirty (30) days to cure such breach. (b) Developer Bankruptcy or Insolvency Default It shall be deemed an event of default if Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developer generally is not paying its debts as such debts become due; or Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days (each of the events described in this subparagraph being deemed a default under the provisions of this Agreement). 10.2. City Remedies in the Event of Default. The rights and remedies reserved by the City hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. The City shall be entitled to any remedy at law and equity for any breach or threatened breach of any of the provisions of this Agreement, including without limitation, the right of City to offset any damages incurred by the City as a result of Developer's breach against any amounts due to Developer (32159/65681; 328535.4) hereunder. Failure by the City to enforce any such rights reserved under this Section 10.2 shall not be deemed a waiver thereof. 10.3. City's Right to Terminate. In addition to and without limiting any other rights at law or equity, in the event that Developer shall: (a) fail to complete the Minimum Improvements in a Briarcliff Horizons Phase pursuant to Section 6.4 within 48 months from the date of this Agreement, or (b) fail to complete a minimum of 850,000 square feet of combined vertical development (total rentable square foot area) in any or all Briarcliff Horizons Phases, which shall include a minimum of 100,000 square feet of vertical office development (total rentable square foot area) in the Office Section (such vertical office development shall not include any City funded vertical office development), after ten (10) years from the Effective Date, provided that in the event Developer has completed 765,000 square feet of combined vertical development (total rentable square foot area) in any or all Briarcliff Horizons Phases, then, Developer shall have one (1) additional year to complete the minimum of 850,000 square feet of combined vertical development (total rentable square foot area) in any or all Briarcliff Horizons Phases, which shall include a minimum of 100,000 square feet of vertical development (total rentable square foot area) in the Office Section (such vertical office development shall not include any City funded vertical office development), as described above, or (c) be in default pursuant to Sections 2.1, 3.2(a), 3.3, 8.4, 9.2 or 10.1(b). then City may in its sole and absolute discretion, and without any liability to Developer except as provided in this Section 10.3, elect to terminate Developer's right to complete construction of such Briarcliff Horizons Phase or any future Briarcliff Horizons Phase and / or designate another master developer to complete construction of such Briarcliff Horizons Phase or any future Briarcliff Horizons Phase. Upon a valid termination of this Agreement by the City in accordance with this subsection, the Developer shall solely be entitled to reimbursement of the outstanding balance of the Developer's Capital Contribution plus a Simple Interest Return of five percent (5 %). 10.4. Effect of Termination Within thirty (30) days from the termination of this Agreement pursuant to this Section 10, Developer agrees to deliver and assign as necessary all Work Product to the City at no additional cost. ARTICLE XI REPRESENTATIONS AND WARRANTIES 11.1. City Representations and Warranties. The City hereby represents and warrants to the Developer, which representations and warranties are true and correct as of the date of this Agreement and shall remain true and correct at all times until the Briarcliff Horizons Property Closing Date, unless an earlier termination date is specified with respect to a particular representation and warranty: (a) The City is a political subdivision of the State of Missouri, duly organized and validly existing under the Constitution and laws of the State of Missouri. The City has all requisite power and authority to carry on its business as now being conducted. (b) The City is not prohibited from consummating the transactions contemplated in this Agreement, by any law, regulation, agreement, instrument, restriction, order or judgment. 132159 {65681;328535.41 (c) The City has full right, title, authority and capacity to execute, deliver and perform this Agreement and to consummate all of the transactions contemplated herein. (d) This Agreement has been duly executed and delivered by the City, and assuming due authorization, execution and delivery by the other parties hereto, constitutes its valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the availability of equitable remedies. (e) To the knowledge of the City and with no express or implied duty to investigate, there are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by the City or pending against the City. 11.2. Developer Representations and Warranties The Developer hereby represents and warrants to the City, which representations and warranties are true and correct as of the date of this Agreement and shall remain true and correct at all times until a Briarcliff Horizons Property Closing Date, unless an earlier termination date is specified with respect to a particular representation and warranty: (a) The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri. The Developer has all requisite power and authority to carry on its business as now being conducted. (b) The Developer is not prohibited from consummating the transactions contemplated in this Agreement, by any law, regulation, agreement, instrument, restriction, order or judgment. (c) The Developer has full right, title, authority and capacity to execute, deliver and perform this Agreement and to consummate all of the transactions contemplated herein. (d) This Agreement has been duly executed and delivered by the Developer, and assuming due authorization, execution and delivery by the other parties hereto, constitutes its valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the availability of equitable remedies. 11.3. Survival of Representations and Warranties. All of the representations and warranties of the Parties under this Article XI shall survive the termination of this Agreement. ARTICLE XII GENERAL PROVISIONS 12.1. Power of the City Notwithstanding anything set forth in this Agreement to the contrary, no provision contained herein shall in any manner diminish or usurp the inherent rights and powers of the City to act in its capacity as a public body. All financial obligations of the City shall be subject to future appropriation of the City in accordance with Applicable Laws and Requirements. Further, nothing herein shall relieve Developer from complying with all Applicable Laws and Requirements. 132159!65681;328535.4) 12.2. Time. Time is of the Essence in this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 12.3. Sovereign Immunity Nothing in this Agreement shall constitute or be construed as a waiver of the City's governmental or official immunity or its officers or employees from liability or suit pursuant to Section 537.600 RSMo. 12.4. Authorized Employees Briarcliff acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. Briarcliff therefore covenants that it is not knowingly in violation of subsection 1 of Section 285.530, RSMo, and that it will not knowingly employ, hire for employment, or continue to employ any unauthorized aliens to perform work on any project which is the subject of this Agreement, and that its employees are lawfully eligible to work in the United States. Briarcliff will execute an Immigration Law Compliance Affidavit in substantially the same form as attached hereto in Exhibit V and will cause any person or entity performing work on the Infrastructure Project to confirm compliance with Section 285.530(1) and execute an Immigration Law Compliance Affidavit. 12.5. Successors and Assigns (a) Binding Effect This Agreement shall be binding on and shall inure to the benefit of the parties named herein and their permitted successors and assigns. (b) Assignment of Agreement or Duties Prior to the City's acceptance of the Certificate of Substantial Completion for the entire Briarcliff Horizons Project, the rights, duties and obligations of the Developer under this Agreement may not be assigned nor shall there be any transfer, direct or indirect, of any legal, equitable, or beneficial interest in any stock or ownership interest in Developer (or of any ownership interest in any entity (or its constituents) holding an interest directly or indirectly in Developer) of greater than forty -nine percent (49 0 /4), in each case without the City's prior written approval, in the City's sole discretion; provided, however, that (a) the foregoing prohibition shall not apply in the event that the Developer, or in the case of an assignment, the proposed transferee, is managed directly or indirectly by Briarcliff Realty, LLC. Such written approval by the City shall not be unreasonably withheld or delayed. Any such City required consent when obtained shall relieve the assignor of its obligations arising from this Agreement from and after the date of such assignment so long as (i) the City has approved, by ordinance, such specified Assignee and the Assumption Agreement pursuant to which the Assignee expressly agrees in writing to assume and be fully bound by the obligations of the Developer hereunder from and after the date of such assignment, and (ii) the Assignee and the City have executed such Assumption Agreement. Notwithstanding anything herein to the contrary, the City hereby approves, and no prior consent shall be required for the Developer to transfer its interest in this Agreement to an entity, at least 50% of the interest of which is owned by the Developer; provided that such transfer shall not affect the obligations of Developer hereunder to complete the Infrastructure Project. The Developer agrees to provide written notice of any assignment or transfer under the preceding sentence within thirty (30) days thereof. All assignees of the Developer's rights under this Agreement shall expressly assume and be fully bound by the obligations of the Developer hereunder. Further, the City hereby consents to the assignment of all rights, duties and obligations of this Agreement to Briarcliff Horizons, LLC and no further City approvals shall be required to effectuate said assignment. Developer shall provide notice to the City as provided in this Agreement at such time as the rights, duties and obligations herein have been assigned to Briarcliff Horizons, LLC. 132159165681;328535.41 12.6. Market Conditions Adverse changes in the market demand for leasing office and/or industrial facilities to tenants which are necessary for the successful development of the Briarcliff Horizons Project and are outside the control of the Developer ( "Adverse Market Conditions ") which cause Developer delays or may require the City and Developer to adjust the timing of the delivery of the project phases, the Master Plan and the mix of the uses. Both Developer and City recognize that Developer is working to create a new market for product and the Developer may not be successful in achieving its goals. The City and Developer will work together to make any necessary adjustments to the Master Plan and schedule to respond to market conditions. For a Developer delay to be caused by such Adverse Market Conditions, then Developer shall provide the City with written notice of the Adverse Market Conditions and reasons for same and may request a change and/or modification of the deadlines and requirements of this Agreement as set forth in this Agreement Adverse Market Conditions shall be deemed "Force Majeure" for purposes of this Agreement. The provision of this Section shall not be applicable to delays resulting from the inability of the Developer to obtain financing or to proceed with its obligations under this Agreement because of lack of Developer equity financing. In no event shall an Adverse Market Condition affect or be deemed to be a Force Majeure Event requiring the City and Developer to adjust the timing requirements described in Sections 3.2(a), 3.3 and 10.3 or affecting the City's rights to terminate this Agreement pursuant to Sections 3.2(a), 3.3 and 10.3. 12.7. Force Majeure. Neither the City nor the Developer shall be considered in breach or default of their respective obligations under this Agreement, and times for performance of obligations hereunder shall be extended in the event of any delay caused by or resulting from damage or destruction by fire or casualty; strike; lockout; civil disorder; war; acts of God; unusually adverse weather; flood; or other like causes beyond the parties' reasonable control (an event of "Force Majeure"); provided that neither the Developer, on the one hand, nor the City or the Authority, on the other hand, shall be excused from performance by reason of an event of Force Majeure attributable to an event or circumstance caused by its or their own act or omission. 12.8. Notices. All notices, demands, consents, approvals, certificates and other communications required by this Agreement to be given by any party hereunder shall be in writing and shall be hand delivered or sent by United States first class mail, postage prepaid, addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. Notices, demands, consents, approvals, certificates and other communications shall be deemed given when delivered or three days after mailing; provided, however, that if any such notice or other communication shall also be sent before 5:00 p.m. Central Time, on any Business Day by telecopy or fax machine, such notice shall be deemed given at the time and on the date of machine transmittal and if sent after 5:00 p.m. Central Time, then on the next Business Day if the sending party receives a written send verification on its machines and forwards a copy thereof with its mailed or courier delivered notice or communication. In the case of the Developer, to: Nathaniel Hagedorn c/o Briarcliff Realty LLC 4151 N. Mulberry, Suite 205 Kansas City, Missouri 64116 With a copy to: Michael T. White White Goss Bowers March Schulte & Weisenfels 4510 Belleview Kansas City, MO 64111 {32159/65681,328535.4} In the case of the City, to: City of Riverside City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: City Administrator Facsimile: 816- 746 -8349 With a copy to: City of Riverside City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: City Attorney Facsimile: 816- 746 -8349 12.9. Conflict of Interest. No member of the Board of Aldermen, the TIF Commission, or the Authority, or any branch of the City's government who has any power of review or approval of any of the Developer's undertakings, or of the City's contracting for goods or services for the Redevelopment Area, shall participate in any decisions relating thereto which affect that member's personal interests or the interests of any corporation or partnership in which that member is directly or indirectly interested. Any person having such interest shall immediately, upon knowledge of such possible conflict, disclose, in writing, to the Board of Aldermen, or the Authority, as applicable, the nature of such interest and seek a determination by the Board of Aldermen or the Authority, as applicable, with respect to such interest and, in the meantime, shall not participate in any actions or discussions relating to the activities herein proscribed. 12.10. Insuection. The City may conduct such periodic inspections of the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase as may be generally provided in the City Code. In addition, the Developer shall allow other authorized representatives of the City reasonable access to the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase from time to time upon reasonable advance notice prior to the completion of the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase for inspection thereof pursuant to this Agreement. This notice requirement in no way affects or limits the rights and abilities of the City to conduct inspections and enter property pursuant to the City Code. The Developer shall not deny the City and its officers, employees, agents and independent contractors the right to inspect, upon reasonable prior written request, all architectural, engineering, demolition, construction and other contracts and documents pertaining to the construction of the Infrastructure Project and / or Briarcliff Horizons Project including any applicable phase. 12.11. Choice of Law This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of State of Missouri for all purposes and intents without regard to conflict of law statutes. 12.12. Entire Agreement, Amendment. It is agreed and understood by the parties that this Agreement embodies the entire understanding and represents the full and final agreement among the parties with respect to the subject matter hereof and supersede any and all prior commitments, {32159/ 65681;328535A} agreements, discussions, representations, and understandings, whether written or oral, relating to the subject matter hereof; that this Agreement may not be contradicted or varied by evidence of prior or contemporaneous written or oral agreements or discussions of the parties, or subsequent oral agreements or discussions of the parties; that there are no oral agreements among the parties, and no representations, agreements or promises not set forth herein have been made. Without limiting the foregoing, Developer acknowledges that: (i) no promise or commitment has been made to it by or on behalf of the City or the Authority other than as set forth in this Agreement; and (ii) except as otherwise expressly provided herein, this Agreement supersedes and replaces any and all proposals, letters of intent and approval and commitment letters relating to the subject matter hereof, none of which shall be considered a part of this Agreement unless expressly incorporated into this Agreement. This Agreement shall be amended only in writing and effective when signed by the parties. 12.13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 12.14. Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. 12AS. Representatives Not Personally Liable No elected or appointed official, agent, employee or representative of the City or the Authority shall be personally liable to the Developer in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement. 12.16. Attorney's Fees. The City and the Authority, on the one hand, and Developer, on the other hand, each shall be responsible for the fees and expenses of their respective legal counsel incurred in connection with this Agreement and the transactions contemplated hereunder; provided, however, in any dispute arising out of or relating to this Agreement, including any action to enforce this Agreement against a defaulting or breaching party pursuant to Section 10, the prevailing party in any legal proceeding shall recover from the non - prevailing party the prevailing party's reasonable attorney's fees. 12.17. Survival. Notwithstanding the expiration or termination or breach of this Agreement by any party, the agreements contained in [TO BE INSERTED] of this Agreement shall, except as otherwise expressly set forth herein, survive such early expiration or early termination of this Agreement by any party. (The remainder of this page is intentionally left blank.) 132159 / 6568 1; 328535.41 IN WITNESS WHEREOF, the City and the Developer have caused this Agreement to be executed in their respective names as of the date first above written. 64CM11 CITY O RIVERSIDE, MISSOURI By: Kathleen L. Rose, Mayor (SEAL) A Robin Littrell, Ci Clerk STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) On this � day of 7 2011, before me appeared Kathleen L. Rose, to me personally known, who, being by ► e duly sworn, did say that she is the Mayor of the CITY OF RIVERSIDE, MISSOURI, a political subdivision of the State of Missouri, and that the seal affixed to the foregoing instrument is the seal of said City, and said instrument was signed and sealed in behalf of said City by authority of its Board of Aldermen, and said individual acknowledged said instrument to be the free act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first O written. My Commission Expires: Not Public NOTARY MY {32159/65681;325535.41 L°DEVELOPER" BRIARCLIFF REALTY, LLC, a Missouri limited liab' ' co parry: B Name: Title: STATE OF MISSOURI ) ) SS. COUNTY OF LA - ) On this //n day of p q 2011, before me appeared RIYIAm a e jgp� to me personally known, who, being by me duly sworn, did say that he is the n2d"Aa 6 of Briarcliff Realty, LLC, a Missouri limited liability company, and that he is authorized to sign the instrument on behalf of said company by authority of its members, and acknowledged to me that he executed the within instrument as said company's free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the and State aforesaid, the day and year first abo a written. Nota Public My Commission Expires: 3-2-Is- ROBIN L. LITTRELL Notary Pubes- Notary Sell $1810 of Mbaoun, Ray County Commission M 11380331 My Commission EN IM V 3 201 {32159165681, 328535.41 EXHIBITS EXHIBIT A Legal Description of the Briarcliff Horizons Property EXHIBIT B Master Plan EXHIBIT C Infrastructure Improvements EXHIBIT C -1 Infrastructure Phase 1 Improvements EXHIBIT D Infrastructure Improvements Phasing Schedule EXHIBIT E Form of Certificate Requesting Payment for Infrastructure Project Costs EXHIBIT F Form of Certificate of Substantial Completion of Infrastructure Improvements EXHIBIT G Briarcliff Horizons Project Design Standards EXHIBIT H Briarcliff Horizons Phasing Schedule EXHIBIT I Levee Allocation EXHIBIT J Briarcliff Horizons Improvements Certificate of Substantial Completion EXHIBIT K Intentionally Left Blank EXHIBIT L City Facility Criteria EXHIBIT M Briarcliff Horizons Property Purchase Contract EXHIBIT N Briarcliff Horizons Site Title Commitment EXHIBIT O Definitions EXHIBIT P Accelerated Dispute Resolution Procedure EXHIBIT Q Water Supply Improvements EXHIBIT R Electrical Improvements EXHIBIT S Sewer Improvements EXHIBIT T Environmental Remediation EXHIBIT U Projected Value of Briarcliff Horizons Improvements EXHIBIT V Affidavit of Authority to do Work (32159/65681;328535A) ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 EXHIBIT A Legal Description of Property TRACT VIII: A tract in the Southwest Quarter of Section 5 in Township 50, Range 33, Riverside, Platte County, Missouri, described as follows: Beginning on the West line of said Section 5 at a point 1,987.7 feet North of the Southwest corner thereof; thence South and Easterly parallel with the Right -of -Way of the C, B & Q Railway 1,445.2 feet to the East line of the West Half of the Southwest Quarter of said Section; thence South 330.3 feet; thence North 65 degrees 51 minutes West 1,445.2 feet to the West line of said Section; thence North 330.3 feet to the Point of Beginning, Except that part in roads TRACT IX: A tract in the Northwest part of the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point 28.58 chains North and 2.90 chains East of the Southwest corner of Section 5 in Township 50 of Range 33, and running South 65 1/2 degrees East 18.72 chains; thence North 2.82 chains to C. B. & Q. Railroad, thence North 66 degrees West 18.78 chains along side of railroad Right -of -Way, thence South 3.16 chains to Place of Beginning, EXCEPT, the East one acre thereof, all in Riverside, Platte County, Missouri, Except that part, if any, in roads. TRACT X: A tract in the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point on the West line of said Southwest Quarter of Section 5 where said line intersects the Southerly Right -of -Way line of the Burlington Northern Railroad, said point also being 2,185.91 feet North of the Southwest corner of said Southwest Quarter, thence South along said West line 198.21 feet, thence Southeasterly parallel with the Southerly line of said railroad 209.68 feet, thence North parallel with the West line of said Quarter Section 208.56 feet to the Southerly line of said railroad; thence Northwesterly along said Southerly line of railroad to the Point of Beginning, Except that part in roads. TRACT XI: Those parts of Section Five (5) and of Fractional Section Eight (8) all in Township Fifty (50) North, Range Thirty-three (33) West of the Fifth Principal Meridian, Riverside, Platte County, Missouri, described as follows: Commencing at the Southeast corner of said Section Five (5), being also the Northeast corner of said Fractional Section Eight (Frac. 8); thence North 89 degrees 20 minutes 00 seconds West along the South line of said Section Five (5) (which is also the North line of said Fractional Section Eight (Frac. 8) 1,160.00 feet to a True Point of Beginning, said point being on the Westerly Right -of -Way line of highway designated Interstate Route 4635, as condemned in the Circuit Court of Platte County, Missouri, in Suit No. C- 11021; thence from said true Point of Beginning South 0 degrees 01 minutes 20 seconds East along said Westerly Right -of -Way line 812.00 feet; thence Southeasterly along said Right -of -Way being a curve to the left, having a radius of 3,019.93 feet, an arc distance of 631.8 feet; thence South 0 degrees 01 minutes 20 seconds East 2,142.49 feet, more or less, to a meander corner on the Northerly or left bank of Assured Quality Title Company A -1 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Missouri River as located on May 21, 1965 the date of the Certificate of Survey made by Robert L. Buford, Land Surveyor, as Job No. P -8037, thence (Southwesterly) upstream meandering said River bank, but with the low water line of said River as the boundary, to a second meander corner of said River bank, which is the point of intersection thereof with the Southerly prolongation of the North -South center line of said Fractional Section 8, said intersection point being 1,565.54 feet distant South 76 degrees 03 minutes 33 seconds West from the end of the last herein above described course; thence continuing upstream meandering said River bank, as same is located on the Certificate of Survey No. P -1224, made by Robert L. Buford, Land Surveyor, dated April 19,1966, revised May 25,1966, but with the low water line of said River as the boundary to a third meander corner on said River bank which is the point of intersection thereof with the Southerly prolongation of the West line of said Fractional Section 8; thence North 0 degrees 12 minutes 26 seconds West along the Southerly prolongation of the West line of said Fractional Section Eight (frac. 8) and the West line thereof, 4,615.85 feet to its Northwest corner being also the Southwest corner of Section Five (5); thence North 0 degrees 02 minutes 56 seconds along the West line of said Section Five (5), 1,657.40 feet; thence South 65 degrees 56 minutes 26 seconds East 1,435.76 feet; thence North 0 degrees 03 minutes 07 seconds West 527.83 feet; thence South 65 degrees 55 minutes 20 seconds East 56.11 feet; thence Southeasterly along the arc of a circular curve to the left having a radius of 11,509.22 feet, and the last described course for its initial tangent 736.54 feet; thence South 69 degrees 35 minutes 20 seconds East tangent to the curve in the previous course described 2,501.85 feet to the Westerly line of the Right -of -Way Highway U.S. No. I -635; thence South 20 degrees 22 minutes 40 seconds West 251.80 feet; thence Southeasterly along said highway Right -of -Way line, (being the arc of a circular curve to the left having a radius of 2,994.90 feet, the last described course for its initial tangent, and a central angle of 4 degrees 44 minutes 42 seconds), 248.03 feet to the South line of said Section Five (5) being also the North line of said Fractional Section Eight (frac. 8); thence North 89 degrees 20 minutes 00 seconds West along said Section line, 140.20 feet to the True Point of Beginning; together with all accretions thereto, but subject to erosion therefrom by said Missouri River; and ALSO EXCEPTING, therefrom land conveyed by Clyde J. Linde and Margaret Y. Linde to State of Missouri by Deed dated December 14,1968, for Highway designated Interstate Route No. 635. ALSO EXCEPT, that part of Fractional Section 8, Township 50, Range 33 West of the Fifth Principal Meridian, Platte County, State of Missouri, described as follows: The West 300 feet of said Fractional Section 8 as measured at a right angle from the West line of said Fractional Section 8 that lies South of the Southerly line of Highway designated Interstate Route Number 635 as conveyed in deed dated December 14,1968, from Clyde J. Linde and Margaret Y. Linde, husband and wife to State of Missouri and lies North of the left bank of the Missouri River. EXCEPT those part conveyed to the State of Missouri and the State of Missouri acting by and through the Missouri Highways and Transportation Commission by Document No. 705 in Book 1074 at Page 913, Document No. 706 in Book 1074 at Page 914, and Document No. 707 in Book 1074 at Page 915, and except those parts lying Southward of the Northerly line of Interstate 635, Except that part in roads, Also Except that part condemned by the Riverside- Quindaro Bend Levee District of Platte County, Missouri as described in instrument filed October 30, 2001 as Document No. 19451 in Book 957 at Page 142; Except that part conveyed to Harry C. Edwards and Lucille C. Edwards by Warranty Deed filed October 4, 2007 as Document No. 15793 in Book 1111 at Page 853; Also Except that part conveyed to the City of Riverside, Missouri by Warranty Deed filed March 3, 2009 as Document No. 002722 in BoAIWWa Wifi?97-ompany A -2 RIVERSIDE HORIZON'S MASTER DEVELOPMENT PLAN AS PROPOSED BY Phase I- B RIARCLIF F Infrastructure 0 F � m � ry x2 W NSPJ 0 W....�. �j Phase 1- — Office Infrast. �. "'4 7 , f � c� ►fi r. . � �� �' r Phase 11- i Phase 11- / infrastructure PAse III - Office Infrast. PROPOSED SITE PLAN ;CALL - F 200' -0" ,.._ EXHIBIT C Infrastructure Improvements f 3215 /65681; 328535.41 C_ I EXHIBIT C Infrastructure Improvements Horizons Summary of Costs and Phasing Industrial Total Infrastructure Costs w/o Contingency $ 10,983,577 Office Total Infrastructure Costs w/o Contingency $ 11.279.642 n $ 22,263 Contingency Carried Industrial Contingency $ 499,254 Office Contingency $ 512,711 T otal ont ngency on Off Ice/Indu - st - rFaMnTra - structure $ 499,254 o a [ Estimated Cos or Officellinaustrial Infrastructure WITH Contingency $ 22,762,473 Project Cost Distribution Phase 1 Industrial 605,250 51% 1,081,750 49% 1,687,000 Total 322,000 Briarcliff 418,000 Riverside Phase 1 Industrial $ 7,741,564 $ 3,948,198 $ 3,793,366 Phase 2 Industrial $ 3,741,267 $ 1,908,046 $ 1,833,221 Total Industrial All Phases $ 11,482,831 $ 5,856,244 $ 5,626,587 Phase 1 Office $ 5,405,119 $ 2,756,611 $ 2,648,508 Phase 2 Office $ 1,853,245 $ 945,155 $ 908,090 Phase 3 Office $ 4,585,260 $ 2,338,482 $ 2,246,777 Total Office All Phases $ 11,843,624 $ 6,040,248 $ 5,803,376 Total Investment $ 23,326,455 $11,896,492 $11,429,963 51% 49% Total Rentable Sq. Ft. Accomodated by Phase of Development Phase 1 Industrial 605,250 Phase 2 Industrial 1,081,750 Total Industrial All Phases 1,687,000 Phase 1 Office 322,000 Phase 2 Office 418,000 Phase 3 Office 388,000 Total Office All Phases 1,128,000 Riverside Horizons Infrastructure Cost Estimate- INDUSTRIAL PORTION By CW 3 -9-11 Land Acreage 133.20 aces 5,802,000 sf Industrial Building SF 1,505,750 sf Bldg SF/Acre 11,305 sf /acre Item Description Quantity Unit CosVUnh list Cost Notes soft Costs Architectural 1 Is $ 100,000.00 S - 100,000 Structural 1 Is S - MEP 1 Is $ Civil Engineering and Geotech F-xpkrabor 1 Is S 400.000.00 $ :: -40D ODO 5% of Costs Civil Engineering -Public IMrast. Design- Olsson 1 Is Construction Management(fixed) 1 Is Geotech Services for Public Infrast. 1 Is Geotech Special Inspections for Public Infrast. 1 Is Phase I Study for Entire Site 1 Is ALTA's and Plating 1 Is Legal 1 Is Misc. SUrveyina/StaKingl 1 Is TOTAL SOFT COSTS $ '500'000. SITE CONSTRUCTION COSTS Clear and Grub 130 ac 5 500.00 1,506,000 sf Of Industrial x 4 ft high Pads- assuming using on site Rough GradinWBuiding Pads- Industrial Pads 225000 cyds S 6.00 S 1,350,000 Fill Material, if use haul in material cost if SB/oyd in place Rough Excavation- Canals and Streams on Indust. 90000 tyds S 4.00 S 360,DW See notes on takeoff Rough Excavation cyds S 6.00 S :- Assumes we use cut from Swales as Fill V Industrial Pad Sites - Fill DM -Import 150000 Cyds S 8.0C S 1,200;000.. Net Import of around 100K yds with some fill in parking needed Retaining Wall Excavation sf S - Finish Grading - Main Street 320400 sf S 035 S 112140- 8900 If x 36 It wide per Finkle Layout Finish Grading- Sidewalks 40000 sf $ 1.25 ;'$ 50;000+ 89001f x 5ff wide Rock Excavation Is S - 45 - Canal Excavation Canal Rock Lining -Stone ton S S 5.00 85.00 - S S —A_1 -Above in Rough Excay. = :w No Rock Lining Assumed in Industrial • Sentonne Swales- 6lbslsf for coverage -Total Cost of Material plus Canal Fat Clay LiningfUsing BentonHe sf $ D7983 S - delivery-assume not using in Industrial Total - 5 - 13Y440 Utility Work Sanitary Sewer Estimate Grease Interceptor -1000 Gal ea S 12,DD0. D0 e" Sanitary Sewer Pipe LF $ 40 4500189001f Roads I =4S% Percent All 12' Sanitary Sewer Pipe 3,500 LF S 60 Assumed bringing Ts Oft of new 36' main with buildings tying in to 12" 36' Sanitary Sewer Pipe LF S 36" Line connects pump staion to interceptor- ASSUMED CITY INSTALLS Flowable Fill Badcflll (Critical Zone) CY $ 4' Standard Manhole (6' Depth) FA $ 1,250; F\ 5' Standard Manhole (6' Depth) 25 EA S 5,000 = S°4,OQQ manhole every be in plus every 200 0 Special Manhole (14' Dept) EA S 15,000 Additional Dept, 4' Std MH, VLF VLF S 90 I S 252.500 S 3.137.140 S 247,500 Additional Depth, 5' Std MH, VLF Additional Depth, Special MH, VLF a" Sanitary Sewer Pipe (Service)' 6" Sanitary Sewer Pipe (Service)' 4 Lateral Tee 6" Lateral Tee Sanitary Sewer Taps Sampling Manholes VLF S 160 VLF S 225 LF S 34 LF S 35 EA S 90 EA $ 100 ea S 2.000.00 ea 5 3,000.00 Rock Excavation Sanitary Sewer Manholes- raisings fl 5 1,500.00 Borings If $ 200.00 Taps 8 Fees 6" ea 5 5,500.00 3 Dewatenrg 1 Is 5 75,000.00 Casing of Sanitary due to within Crit Area Is S 75,000.00 Bonds Is S S Total Sanity Work $ 410,0W Sfo/nr Sewer Esflmate _ Assumes taking drainage from main road to Goth north /south 30• RCP 2500 LF S 40.00 Y.000OD swales for then open drains 24' RCP 3300 LF $ 60.00`5` "" - .198;000 47 RCP LF 5 95-00 S -- 36" RCP LF S 80.00 Curb Inlets andlor Area Inlets 50 EA S 4,000.00 AW ; 2W Assumed t Area Inlet or J Box per 200 ft Casing of Storm for Critical Area Is S 100,000.00 Rock Excavation Not included - -- Total Stonn - Sewers $ 435 Site Electrical Estimate KCPL -Power Station brought from West side 535 Is _ S — �_ - Assumed CityfKCPL pay for this cost of bringing power to site for us - z Assumed BDC only installs Ducts along new Industrial road, DucUwk Conduits running along Industrial Main - Riverside Brings Conduits and paver to this point -4 Conduits in Road (4- 4" Conduits in duct bank) 6000 If S 70.00 S 42 (LOW ductbank StreetrParkway Light Poles 25 ea 5 5,250.00 S_ x"131;250 Assumed every 150 If of main road (35DOlf Street Light Conduit 7500 It 5 15.00 $` 112,500 Electrical Conduit/KCPL 4" If S 2000 S' - - In Above Transformer Costs Is 5 20,000.00 S - Revenue Justified Boring for Conduits If S 100.00 3= Total Site Electrical - - !- .,:.;5• 663750 - G as Gas Service Is $ 100,000,00 _5 S' 7 _ .7 Z— Assumed Revenue Justified Gas Line If S 30.00 S" - - Total Gals $ S water 6 Water Main, Complete LF S 3800 - .. Assumed line to get Fire Hydrants set Mrought development to 8" Water Main, Complete 4,000 LF S 40.00 S 1W;OW. star, DurkLng vertical Assumed runs along 3500 If Indust Road and then extends toward 17 Water Main, Complete 6.800 LF $ 65.00 S ' 442000 office site for future Loop Flowrable Fill Backfill (Critical Zone) CY $ 80.00 S - Meter and Backflow within Vault ea $ 35,000.00 1 Per Industrial Pad Site Water Lim Casing in Critical Areas LS S 100,000.00 4i;r - Water Tap 6" x 17 10 ea $ 8,000.00 ,80000 Tie into existing B' Line Full Flow Meter 6" as $ 10,000.00 �� - Assumed all Meters and Backflows installed with Vertical Constn,cti Double Check 5"Backflow ea $ 15,000.00 `lC � Outside of Building. Save money if inside building Vaults for MeterfBaWow ea $ 30,000.00 E _� _ Outside of Builtling. Save money if inside building Percent I S 207,050 I I $ 202,950 Percent $ 251,490 S I I 246,510 to be onto Percent Dn S 335,194 $ 328,556 Water Line -8" main If $ 35.00 S Water Line 3" Dom line If $ 27.00 $ Water Itne- 6" Fine Line - PVC If S 30.00 5 _� =5 Boring if S 200.OD S Fire Hydrants 20 ea 5 4,000.00 S BD,000 every 50011 Chlonnatior✓Testing fi is S 5.000.00 $ W,wo Rode Fxcavabon - - 21C,000 7000tfz 5 Curbs/Gutters -Main Street 17800 If S 14.00 -. Total Water Curbs/Gutters- Parking Lots if S 15.00 $ 792,000 StreetslHardscis sf S 30.00 Excavation for Retaining Walls Asphalt for Parking Lots inducing rock sf S 250 S - Assumed 6" Rode and 6" Asphalt (4 and 2 top) S 3.00 Shrubs and Plantings Is Assumed 10" Concrete and 12" Rock base- 890011 by 3811 Wide Street - Main Street with 10" Concrete- 12" Rock b: 320400 sf $ 6.25 ' �. 002,500 per Finkle Plan 2, Heavy Rods Base for Industrial Road- Construdior 320400 sf $ 0.80 �- 256,320 7" Rods over fly ash in below cost with tenzar grid Fly Ash for Main Road 35800 syds S 3.60 128,160 9 Inches of Fly ash over 8900tf of road by 36R vnde- 32000syds Street -Main Street with Fyash or Rock base included sdyds S 28.00 - assumed concrete main drive Sidewalks 35D00 sf S 6.00 - - 21C,000 7000tfz 5 Curbs/Gutters -Main Street 17800 If S 14.00 - 249,200 6900 If Road-assumed no median Curbs/Gutters- Parking Lots if S 15.00 - Parking HC Signage ea S 1,000.00 - 3300 cars @2 - HC Street Signage and Stripping 1 Is S 40,000.00 40,000 Parkins Lot Stnloino sf S 0.20 - - Communication Conduits 15000 '.f S 15.00 rt ai ri for Cnmmun rnrMiut if 5 75.00 Mosaic Retaining Wall with Rock 8011 sf S 30.00 Excavation for Retaining Walls S 256.320 $ - Sod and Seeding 41000 syds S 3.00 Shrubs and Plantings Is S 103,950 Irrigation 1 Is $ 250.000.00 Landscaotno Allowance 1 Is S 500,000.00 along street with 20 R back of curb Dumpster Enclosure ea S 20.000 00 t Sionage ea S '•5,000.00 S - f� Thal Nicraarnrevas t - C41 S 11,482,831 Percent J $ $99,9501 1$ 392,040 Percent S 1,011,283 S 991,238 All S 256.320 $ - AII $ 128.160 S - Percent S 106,050 S 103,950 PerczM 64 $ 125,6 S 123,354 Percent S 20200 S 113,625 $ $ 19,800 111.375 Percent S 440,0001 S 252,1231 S 703,779 i 432,1351 S 247,130 $ 294,728 STS WITH SOFT COSTS AND SITE WORK S 11,482,831 I Total Phase 1 $ 7,741,564 1 13 3,741,267 CONSTRUCTION COSTS Total Phase It $ 3 741,287 Total All S 11,482,831 Riverside Horizons Infrastructure Cost Estimate- OFFICE/MIXED USE PORTION By CW 3 -26 -11 Land Acreage 120,04 acres 5,229.000 sf Office Building SF 1,200,000 sf Bldg SF /Acre 9,997 sf /acre Item Description Quantity Unit Cost/Unit Est Cost Notes Soft Costs - Architectural 1 Is S 150,000 S 150.000 Structural 1 Is S - MEP 1 Is S - Civil and Geotech Exploration 1 Is Civil Engineering - Public Infrast. Design- Olsson 1 Is S 400,000 S 400.,000 5% OF Construction Costs Construction Management-removed 1 Is S - Geotech Services for Public Infrast 1 Is S - Geotech Special Inspections for Public Infrast. 1 Is S - Phase 1 Study for Entire Site 1 Is S - ALTA's and Platting 1 Is S - Legal 1 Is 5 Misc. SurveyingiStaking 1 Is S - TOTAL SOFT COSTS S 550,000 SITE CONSTRUCTION COSTS Clear and Grub ac $ 1,000 S - Rough Grading cyds $ 6 $ - Estimate for raising buildings 5 ft and parking 2 It Rough GradinglBuilding Pads - Office Pads 150000 cyds $ 7 S 1,087,500 Assumes Raising Pads 5 ft- 600,000sf plus Ampathe Rough Excavation- Canals and Streams on Office 200000 cyds S 5 S 900,000 Rough Grading for Parking Lots -2ft Fill to Raise 115000 cyds S 7 S 833'50 Appmx- 1,549.000sf of Parking Lot raised 2 ft Fill Dirt cyds $ 10 S - Included in above Retaining Wall Excavation sf S - No Retaining Walls assumed Finish Grading- Parking Lots sf S 0 5 - Should be done under Vertical Cost Estimates Finish Grading- Sidewalks 70000 sf S 1 S 87.500 150001f x 5ft wide Finish Grading- Main Street 220500 sf S 1 S 110.250 7350 If x 30ft= 220500 Rock Excavation Is S - $ - Cartal and Pond Sealing- Bentonite 900000 sf S 1 S 718,470 Bentonite Swales- abs/sf for coverage -Total Cost of M Canal Rock Lining -Stone 40500 sf S 10 $ 405,000 330011' around Lake- 3ft(2 stacks of rocks) plus anothe Canal Fat Clay Lining cyds $ 10 $ - Assumed using bentonite above to seal Pond Building Misc- linin rock etc Is $ $ - 4,142,470 In Above Utility Wor* Sanitary Sever Estimate Grease Interceptor -1000 Gal ea $ 12,000 5 - 8' Sanitary Sewer Pipe LF S 40 S - 12" Sanitary Sewer Pipe 8,000 LF $ 60 S 480,000 Sanitary assumed tote North and---,.. spliting office 36" Sanitary Sewer Pipe LF $ 140 36" Line connects pump station to interceptor- ASSUM Flowable Fill Backfill (Critical Zone) CY $ So S - 4' Standard Manhole (6' Oepth) EA $ 1,250 $ - 5' Standard Manhole (8 ft depth) 30 EA S 5.000 S 150.000 Phase I 20001f Road i 75001f 'ercent S 143,000 'ercent $ 282,750 111 $ 900,000 k" S 833,750 rercent S 22,750 'ercent S 28,665 UI IS 718,470 \tl I S 405,000 a S o minimize depth :D CITY INSTALLS 1600sf /road /7500 21% $ 117,150 $ 231,638 $ 18,638 $ 23,483 S - Special Manhole (14' Depth) Additional Depth, 4' Std MH, VLF EA VLF $ $ 15,000 90 $ :3 Additional Depth, 5' Std MH, VLF VLF $ 160 $ - Additional Depth, Special MH, VLF VLF $ 225 $ - 4 " Sanitary Sewer Pipe (Service)' LF $ 34 $ - 6" Sanitary Sewer Pipe (Service) LF $ 35 $ 4" Lateral Tee EA, $ 90 �S - 6" Lateral Tee EA S 100 5 Sanitary Sewer Taps ea S 2,000 S - Sampling Manholes ea $ 3.000 °S - Rock Excavation Sanitary Sewer Manholes - raisings It $ 1.500 $ Borings If $ 200 $ Taps & Fees 6" ea S 6,500: S - Dewatering 1 Is S 100,000 -$ 100,000 Casing to go under canals etc 1 Is $ 75,000 $ 75,000 Bonds Is S - $ - Total San Work $ 805,000 Storm Sewer Estimate 30" RCP 9000 LF $ 70 $ 630.000 24" RCP LF $ 60 S - 42" RCP LF S 95 S - 36" RCP LF S So 5 - Curb/Area Inlet 90 EA S 3,000 5 270,000 Casing of Stone for Critical Area Is S 100,000 S - S Rock Excavation Not includec Total Storrs Sewers $ 900,000 Site Electrical Estimate KCPL -Power Station brought from West side 635 _ $ - Assumed CityIKCPL pay for this cost of bringing power Parking Lot Light Poles 55 ea $ 5,250 5 268,750 estimated by CW- no specfied call out Site Lighting Conduit If $ 15 S - Electrical ConduiVKCPL 4' 7500 If $ 25 S 187.500 Transformer Costs Is $ 20,000 S - Revenue Justified Boring for Conduits if a 100 5 - Totai Site Electrical $ 476,250 Gas S - Gas Service Is 5 100,000 S - Assumed Revenue Justified Gas Line !` S 30 S Total Gas 5 S Water 6" water Main, Complete LF $ 38 5 - 8" Water Main, Complete LF $ 40 ;S - 12 Water Main, Complete 7,500 LF S 55 '.S 412,500 Assumed to be looped from Horizons parkway lhru aft Flowable Fill Backfill (Critical Zone) CV $ 80 S - Meter and Backflow within Vault 3 ea S 35,000 S 105.000 Assumed to be built with each office site when tap is in Water Line Casing in Canal areas 1 LS $ 100,000 S 100,000 Water Tap 6" x 12" ea $ 8,000 S - Tie into existing 8" Line Full Flow Meter 6" es $ 10,000 $ - Full Flow Meter assumed outside of Building, Save I I Double Check 6'Backflow ea S 15,000 $ - Outside of Building, Save money d inside building Vaults for MeterBackflow ea S 30,000 S - Outside of Building. Save money if inside building Water Line -6' main If S 35 S - Percent S 209,300 1 $ 171,465 'ercent S 234,13001 $ 191,700 to site for us to be onto percent 15 123,825 e to tie into Industrial rde ey if Inside Bldg $ 101,441 Water Line 3" Dom line If S 27 $ - Water line- 6" Fire Line- PVC if S 30 S - Boring If $ 200 S - Fire Hydrants 25 ea $ 4,000 S 100,000 every 350-, Chlonnation/Testing 61s $ 5,000 5 30,000 Rode Excavation Percent S 194,350 S 159,218 Tiltal)Wateir s 747,500 SyeetsMardseapes Asphalt for Parking Lots including rock sf S 3 S - Assumed 6' Rode and 6' Asphalt (4 and 2 top) Streets- Main 25000 syds S 27 S 675,000 75001( road by 30ft wide- 6" asphalt over 6" aggregate Fly Ash Subgrade for Main Road 25000 syds $ 4 $ 90,000. 9 Inch. Fly ash below aggregate in roads Sidewalks 70000 sf $ 4 $ 280.000 8001fx 5 Curbs/Gutters 15000 If $ 14 $ 210,000 Parking HC Sgnage ea S 1,000 $ - 3300 cars @2 -3% HC Street Stripping 1 is S 30,000 S 30,000 Bridge over Canals 2 ea S 100,000 $ 200,000 Parking Lot Stripping sf S 0 5 Percent S 386.100 $ 316,305 Total Steets/Hardscapes S 1,485,000 Communication utilities Communication Conduits 16000 '.f S 15 S 240.000 assumed 2 -3 conduits around main road S - Boring for Commun. Conduit If S 75 5 Percent S 62,400 $ 51.120 SotallConrnunication Utilities s 240,000 LandscapinalRetainky Mosaic Retaining Wail with Rock Bkfill sf S 30 S �� - Assumed no Retaining Walls Excavation for Retaining Walls S - None Sod and Seeding 36000 syds S 3 S 108,000 1400011' x 2Dfl off curb Shrubs and Plantings Is S - Inigation 1 Is S 300,000 S 300,000 Landscaping Allowance i Is S 500,000 S 500.DOD S Percent S 236,080 S 193,404 Total SteeWHardscapes 908,000 Miscellaneous Dumpster Enclosure ea S 20.000 _ S - - Si na a ea S 15.000 s - Percent Percent S 133,305 S 491,374 S 109,207 S 168,477 .- -.. .. _ Total Miscellaneous S - Estimated Construction with Prof. Services S 10,254,220 Contingency 5% 5% 5 512,711 Development Fee -Fixed Fee 10% S 1,025,422 Fixed Fee. Includes Construction Management F,O tat- ,STIE Contingency $ 11,792,353 services Total Infrastructure Cost for Office/Mixed Use Developme S 1 1,792,353 Total Phase I S 5.405.119 lrtGudes the Following Approx. 200011' road All Dirt Work for Ponds, Canals Building Pad Sites and Raisin Total All Phases: $11,643,624 EXHIBIT C -1 Phase 1 Infrastructure Improvements (32159/65681;328535.4) C -2 EXHIBIT D Infrastructure Improvements Phasing Schedule Description of Project Construction End Industrial Phase 1 March 30, 2013 Office Phase 1 March 30 2013 Industrial Phase 2 March 30, 2017 Office Phase 2 March 30, 2023 Office Phase 3 March 30, 2030 The above dates and phasing are subject to further revisions as set forth in accordance with the terms of this Agreement and such revisions do not constitute an Event of Default as provided in Sections 10.1, 10.2 and 10.3. {32159/65681;328535.4} D -1 EXHIBIT E Form of Certificate Requesting Payment for Infrastructure Project Costs TO: City of Riverside Attention: Economic Development Director 2950 NW Vivion Road Riverside, Missouri 64150 Re: City of Riverside, Missouri, Infrastructure Project Cost Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Master Development Agreement dated as of 2011 (the 'Agreement'), between the City and , a Missouri (the "Developer'). In connection with said Agreement, the undersigned hereby states and certifies that: 1. Each item listed on Schedule 1 hereto is a Infrastructure Project Cost and was incurred in connection with the construction of Infrastructure Improvements. 2. Each item listed on Schedule 1 hereto was incurred pursuant to and in accordance with a City approved written contract for such item. 3. Each item listed on Schedule 1 hereto was incurred for work which was competitively bid and awarded to the lowest and best bidder and such work was performed by and is payable to such lowest and best bidder in Developer's reasonable judgment and such selected bidder has been approval by the City. 4. These Infrastructure Project Costs have been paid by the Developer and/ or are due and payable pursuant to the Infrastructure Construction Documents and the Agreement. 5. Each item listed on Schedule 1 has not previously been paid or reimbursed from money derived from the Special Infrastructure Project Escrow Account, and no part thereof has been included in any other certificate previously filed with the City. 6. There has not been filed with or served upon the Developer any notice of any lien, right of lien or attachment upon or claim affecting the right of any person, firm or corporation to receive payment of the amounts stated in this request, except to the extent any such lien is being contested in good faith. 7. All necessary permits and approvals required for the portion of the Infrastructure Improvement work for which this certificate relates have been issued and are in full force and effect. 8. All Infrastructure Improvement work for which payment or reimbursement is requested has been performed in a good and workmanlike manner and in accordance with the Master Plan and the Agreement. 9. If any cost item to be reimbursed under this Certificate is deemed not to constitute a "Infrastructure Improvement Cost" within the meaning of this Agreement, the Developer shall have the right to substitute other eligible Infrastructure Improvement costs for payment hereunder. 132159/65681; 328535.4) E -1 10. The Developer is not in default or breach of any term or condition of the Agreement beyond the applicable cure period, if any. Dated this day of Name: 0 Title: Approved for payment this day of 20_ CITY OF RIVERSIDE, MISSOURI By: Name: Title: 132159165681;325535.4} E -2 Schedule 1 The Developer has incurred the following Infrastructure Improvement Project Costs: Payee: Amount: Description of Infrastructure Improvement Project Costs: (32159!55681; 328535.4) E -3 EXHIBIT F Form of Certificate of Substantial Completion CERTIFICATE OF SUBSTANTIAL COMPLETION The undersigned, , a Missouri (the "Developer "), pursuant to that certain Purchase and Development Agreement dated as of , 2011, between the City of Riverside, Missouri (the "City'), and the Developer (the "Agreement"), hereby certifies to the City as follows: 1. That as of the construction of ( the Infrastructure Project and/or ( the Infrastructure Improvement Work (as those terms are defined in the Agreement) or portion thereof described as follows has been substantially completed in accordance with the Agreement. 2. All work has been performed in a workmanlike manner and substantially in accordance with the Construction Plans (as those terms are defined in the Agreement). 3. This Certificate of Substantial Completion is accompanied by the Principal Engineer's certificate of substantial completion on AiA Form G -704 (or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and incorporated herein by reference, certifying that the Infrastructure Improvement Project or portion thereof described herein has been substantially completed in accordance with the Agreement. 4. Mechanics lien waivers for the Infrastructure Improvement Work have been obtained. 5. This Certificate of Substantial Completion is being issued by the Developer to the City in accordance with the Agreement to evidence the Developer's satisfaction of all material obligations and covenants with respect to the Infrastructure Project described herein. Upon such acceptance by the City, the Developer may record this Certificate in the office of the County Recorder of Deeds. This Certificate is given without prejudice to any rights against third parties which exist as of the date hereof or which may subsequently come into being. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement described herein. IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of , 20 By: Name: Title: ACCEPTED: CITY OF RIVERSIDE, MISSOURI By: Name: Title: (Insert Notary Form(s) and Legal Description) 132159 /65681; 328535.4} F -1 EXHIBIT G Briarcliff Horizons Project Design Standards Horizons "PD" Regulations A. Building Lines. No building or structure shall be erected nearer than thirty (30) feet from any existing or proposed street right of way. The side yards shall have a minimum aggregate total of sixty (60) feet from the property lines, but no side yard shall be less than thirty (30) feet. The rear setback line shall be a minimum of thirty (30) feet from the property line. B. Building Materials and Construction. All buildings and other structures within Horizons Business Park shall be constructed of attractive exterior sides of high quality materials including masonry, concrete, structural clay tile, glass, and metal when used in an incidental role. Specific materials which will be excluded include exposed (i) galvanized sheet metal, (ii) nondecorative cinder or concrete block, and (iii) double T concrete panels. Exterior mechanical or electrical equipment, including, but not limited to, HVAC equipment shall be so placed or screened that the predominant design lines of the building or structure continue without visual distraction or interruption. If the function of the building or structure dictates placement of such equipment in such a manner or location that the building exterior walls themselves are unable to screen the equipment from view of adjacent existing or proposed streets or highways, they must be separately screened using materials compatible with the approved building materials and the height of such screening shall be equal to the height of the equipment to be screened; or with acceptable landscaping. Accessory buildings, enclosures, appurtenant structures to, or extrusions from, any building or structure shall be of similar or compatible materials, design and construction. C. Building Material Colors. Color of materials used on the construction of all buildings, enclosures, and appurtenant structures will present a predominantly warm earth tone appearance. D. Parking. Employee, customer, owner or tenant parking shall be the responsibility of the property owners and they shall provide all necessary parking facilities entirely on their property. Parking on private or public streets or highways within the subject property is expressly prohibited. All parking areas and drives and access shall be paved with an impervious surface equal to asphalt or concrete and maintained by the owner in a sightly and well -kept condition. Each parking space provided shall be designated by white lines painted on the paved surfaces and shall be adequate in area. No parking spaces, parking aisles or roadways, except the access way, shall be permitted within the front fifteen (15) feet of the front setback. If parking spaces are provided in front of the building the vehicles shall be screened from the road by walls, earth berms, and/or plant material equal to the height and length of the area. Adequate off -street parking shall be provided by each Owner and tenant for its customers, employees and visitors; and the parking requirements set forth in the appropriate section of the Riverside, Missouri Unified Development Ordinance shall be used as minimum guidelines in determining minimum parking requirements. E. Off -Street Loading. Provision for handling all truck service must be totally within the building site. No loading docks may be on any street frontage, unless properly screened and approved. All loading shall be paved with an impervious surface equal to asphalt or concrete. All side and rear loading service areas shall be properly screened from view from all existing or proposed streets, roads, or highways by walls, earth berms, and/or plant material. 132159/65681;328535.41 G -1 F. Outside Storage and Eguipment. Outside storage of any type, including, but not limited to; materials, supplies, equipment, finished products or semi - finished products, raw materials, or articles of any nature may be stored or permitted to remain on any Building Site outside of the building or buildings constructed thereon, in accordance with the following standards: • Screening. All outdoor storage shall be contained within a fully enclosed building or in a fenced open yard adequately screened. • Location. All outdoor storage shall be located in either a side or rear yard. Displays shall not be located on public sidewalks or streets. No outdoor storage shall be located within ten (10) feet of a street line. • Appearance. All outdoor storage shall have a neat and orderly appearance. • Setback. Outdoor storage areas shall comply with all setback requirements. • Height. The height of materials stored shall not exceed the height limitation of the underlying zoning district. Any permitted storage may only occur in a manner so as to not be objectionable to any occupant of other building sites in the entire tract. Facilities for storage of waste and rubbish shall be maintained within a screened area in closed metal containers of type approved. Each Owner and tenant shall keep its premises, buildings and improvements and appurtenances in a safe, sightly, clean, neat and wholesome condition, and shall comply in all respects with all governmental, health and police requirements. Each Owner and tenant shall remove, at its own expense, any rubbish or trash of any character which may accumulate on its property and shall keep unlandscaped and landscaped areas neat and welt - maintained. Rubbish and trash shall not be disposed of on the premises by burning in open fires or incinerators. All rubbish and trash containers shall be properly screened by an appropriate enclosure. G. Permanent Park Signaee. No sign shall be erected, placed or otherwise installed upon a Building Site or affixed to a Building, structure, or other improvement erected on a Building Site until the plans for such sign shall have been approved by the City. Flashing or moving signs shall be prohibited. Product or service replicas or models shall be prohibited, unless allowed per the Unified Development Ordinance or The location, size, design and color of all signs must be in keeping with the character of the Park. Monument signs shall provide a minimum landscaped area equal to 3 times the size of the monument sign utilizing ornamental trees and shrubs, ground cover, rock beds, flowers, or other decorative treatments. 1. Park Entry Signs. Park Entry Signs shall be utilized to identify the development as whole and not individual businesses. Four Park Entry Signs shall be permitted, each with a maximum height of 18' and a maximum sign face of 128 sq. ft. individual Building Monument signs shall have a maximum height of 8' and a maximum sign face of 64 sq. ft. 2. Construction Signs. A temporary wood, metal, or plastic sign will be allowed during the construction of a building project. Such signs may be either single or double faced with each face having a maximum area of fifty square feet for building sites, less than three (3) acres and eighty square feet for building sites of three (3) acres or more. All signs permitted under this provision will be removed immediately upon issuance of an occupancy permit for any building constructed on the site. {32159165681, 328535.41 G -2 3. For Sale or Lease Sims. A temporary wood, metal, or plastic sign may be erected on a developed building site to offer the property for sale or lease. One (1) such sign, having a maximum area of thirty (30) square feet, will be authorized for each building site. 4. Temporary Signs. Paper signs, stickers, transfers, signs printed or affixed to, or visible through the windows, doors or exterior walls of a building or other signs of a temporary character or purpose, regardless of the composition of the sign or the materials used therefore, are expressly prohibited. H. Landscaping. All open areas not occupied by buildings, storage, parking, access roads and loading shall be landscaped in accordance with Applicable Laws and Requirements. Building sites shall be landscaped in accordance with the general landscaping plan for the Park Credit shall be given to the requirements set forth above for the minimum landscape buffer and the building site landscaping requirements for landscaping that occurs within the common area, including the lakes and canals as shown on the Master Plan. I. Exterior Lighting. Lighting of buildings and public areas, such as parking, plazas, landscaping, fountains, sculptures, and walkways is required. All site lighting will be accomplished by using concealed source fixtures with a minimum average illumination in accordance with the requirements of the City of Riverside, Missouri. All exterior lighting will be metal halide or white in color and constant in nature, specifically excluding traveling, flashing or intermittent illumination of any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent existing or proposed streets, highways, ponds or building sites. Pole mounted fixtures will have a maximum pole height of twenty-eight (28) feet, including the base. J. Underpround Utilities, Pipes, Etc. No pipe, conduit, cable, line or the like for water, gas, sewage, drainage, steam, electricity, or any other energy or service shall be installed or maintained upon any building site (outside of any building) above the surface of the ground. K. Fencing. All fencing on any building site shall be compatible with the building materials used in the construction of the major structure on said building site. All metal fencing shall be black vinyl coated or with mesh screen and shall be screened by landscaping from view from existing or proposed streets, highways and contiguous building sites. Fencing shall be limited to 8' high at side and rear yards. Front yards shall be decorative in appearance with a maximum height of 3' above grade. L. Animals. No livestock, poultry or other animals shall be kept on any part of the Park M. Miscellaneous. Each building site in Horizons Business Park is subject to all present and future applicable laws and ordinances, including without limitation the Unified Development Ordinance of the City of Riverside, Missouri with special attention directed to the following sections thereof applicable to all PD Planned Development Districts, pertaining to the following: 1. Smoke Control 2. Control of Dust & Dirt, Fumes, Vapors and Gases 3. Noise control 4. Control of odors 5. Glare and heat control 6. Vibration control 7. Storage and waste disposal (32159/65681;328535.4) G-3 EXHIBIT H Briarcliff Horizons Project Absorption Schedule (Estimate Only - WILL BE DIFFERENT) The above dates and phasing are subject to actual market conditions and further revisions as set forth in accordance with the terms of this Agreement. Failure to meet the above dates do not constitute an Event of Default as set forth in Sections 10.1, 10.2 and 10.3 {32159 / 65681,328535A) H -1 Industrial Office Total Absorption Absorption Absorption Cumulative Year in (RSF) in (RSF) in (RSF) Absorption 2012 153,331 - 153,331 153,331 2013 153,331 - 153,331 306,662 2014 153,331 - 153,331 459,994 2015 153,331 56,628 209,959 669,953 2016 153,331 56,628 209,959 879,912 2017 153,331 56,628 209,959 1,089,871 2018 153,331 56,628 209,959 1,299,830 2019 153,331 56,628 209,959 1,509,790 2020 153,331 56,628 209,959 1,719,749 2021 153,331 56,628 209,959 1,929,708 2022 - 56,628 56,628 1,986,336 2023 - 56,628 56,628 2,042,964 2024 - 56,628 56,628 2,099,592 2025 - 56,628 56,628 2,156,220 2026 - 56,628 56,628 2,212,848 2027 - 56,628 56,628 2,269,476 2028 - 56,628 56,628 2,326,104 2029 - 56,628 56,628 2,382,732 2030 - 56,628 56,628 2,439,360 2031 - 56,628 56,628 2,495,988 2032 - 56,628 56,628 2,552,616 2033 - 56,628 56,628 2,609,244 2034 - 56,628 56,628 2 2035 - - - 2,665,872 TOTALS 1,533,312 1,132,560 2,665,872 The above dates and phasing are subject to actual market conditions and further revisions as set forth in accordance with the terms of this Agreement. Failure to meet the above dates do not constitute an Event of Default as set forth in Sections 10.1, 10.2 and 10.3 {32159 / 65681,328535A) H -1 EXHIBIT I Levee Allocation Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments Relating to the Riverside Quindaro Bend Levee District of Platte County, Missouri. Date of Document: .2011 Grantor: Address: Grantee: Address: Legal Description: See Exhibit A RETURN RECORDED DOCUMENT TO CITY OF RIVERSIDE City of Riverside Attn: Sarah Wagner 2950 NW Vivion Road Riverside, MO 64150 (816)741 -3993 1 -1 AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX ASSESSMENTS RELATING TO THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, NUSSOURI This Agreement is made as of , 2011 between ( "Grantor "), having an address of ( "Grantee "), having and an address of Whereas, In The Matter of Riverside- Quindaro Bend Levee District Platte County, Missouri, Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial District (the "Court "), benefits in the amount of $ ( "Benefits ") were assessed against the property generally known in the Riverside - Quindaro Bend Levee District of Platte County, Missouri ( "Levee District') as Tract Tax Parcel No. ("Original Tract'); and Whereas, the Original Tract has been subdivided or split into one or more parcels ( "Current Tracts "); and Whereas, the Levee District assesses annual debt service, maintenance and other taxes based upon the benefits assessed by the Court against each tract of land; and Whereas, the parties desire that the Benefits of the Original Tract be allocated between the Current Tracts as set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration acknowledged by the parties, the parties agree as follows: 1. Leeal Description of Original Tract. The parties represent and warrant that the legal description for the Original Tract is as follows: See Exhibit A, attached. 2. Leeal Description of Current Tracts. The Original Tract was divided by Grantor into separate tracts (the "Current Tracts "), legally described in Exhibit `B" attached hereto and incorporated herein by reference. 3. Allocation of Benefits The parties hereby irrevocably agree that the Benefits shall be allocated from the Original Tract between the Current Tracts as follows: Current Tract # 1: $ Current Tract # 2: $ F , 2 4. Runnine with the Land The provisions of this Agreement shall be perpetual covenants running with the land and shall inure to the benefit of the Levee District, the parties and their respective successors and assigns, and be binding upon the parties and their respective successors, assigns, and grantees, including but without limitation, all subsequent owners of any parcel or property affected hereby and all persons claiming under or through them. 5. Representations and Warranties Each of the parties to this Agreement hereby represents and warrants to the other that each person executing this document has the full power and authority to execute this document on behalf of the respective Grantor and Grantee and has the power and authority to legally bind the respective Grantor and Grantee as set forth herein. 6. Recordina Each of the parties to this Agreement consent to the filing of this Agreement in the Office of the Platte County Recorder of Deeds and that a copy of such recorded document shall be provided to the Levee District by Grantor. 7. Reliance and Third Party Beneficiary The Levee District shall be entitled to rely upon this Agreement in preparing its Tax Book and all other records for the current year and every year thereafter. The parties agree that the Levee District is an intended third party beneficiary of this Agreement and may irrevocably rely upon the terms and provisions of this Agreement. 8. Amendments This Agreement may not be revoked, amended or modified except in a writing executed by the parties. Such amendment must be recorded of record and a fully executed and recorded copy of each and every amendment must be provided to the Levee District as required for this Agreement under Section 6 above. No amendment shall be effective as to the Levee District unless and until a fully executed and recorded copy of such amendment is provided to the Levee District. To be effective for any tax year, such fully executed and recorded amendment must be actually received by the Levee District no later than August 15 of such tax year. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of the parties as of the date first above written. Grantor , Grantee Name: Name: Title: Title: 1 -3 3 STATE OF MISSOURI ) ss. COUNTY OF ) On this day of , 20_, before me appeared to me personally known, who, being by me duly sworn, did say that he /she is the Mayor of the City of Riverside, a municipality of the State of Missouri, and that said instrument was signed on behalf of said municipality, by authority of its Board of Aldermen; and said acknowledged said instrument to be the free act and deed of said municipality. IN nsnmow WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: STATE OF COUNTY OF ) ss. On this day of to me personally known, who, incorporated in the State of _ behalf of said company, by said company. ,20 -' before me appeared being by me duly sworn, did say that he /she is the _ of , a corporation and that said instrument was signed on authority of its Board of Directors; and that said acknowledged said instrument to be the free act and deed of IN TESTimow WBEEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: 1-4 4 EXHIBIT "A" LEGAL DESCRIPTION OF ORIGINAL TRACT 1 -5 EXHIBIT "B" LEGAL DESCRIPTION OF CURRENT TRACTS Current Tract #I: Current Tract #2: EXHIBIT J Form of Certificate of Substantial Completion CERTIFICATE OF SUBSTANTIAL COMPLETION The undersigned, a Missouri (the "Developer "), pursuant to that certain Purchase and Development Agreement dated as of , 2011, between the City of Riverside, Missouri (the "City'), and the Developer (the `Agreement'), hereby certifies to the City as follows: 1. That as of the construction of the Infrastructure Project and /or C___) the Infrastructure Improvement Work (as those terms are defined in the Agreement) or portion thereof described as follows has been substantially completed in accordance with the Agreement. 2. All work has been performed in a workmanlike manner and substantially in accordance with the Construction Plans (as those terms are defined in the Agreement). 3. This Certificate of Substantial Completion is accompanied by the Principal Engineer's certificate of substantial completion on AIA Form G -704 (or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and incorporated herein by reference, certifying that the Infrastructure improvement Project or portion thereof described herein has been substantially completed in accordance with the Agreement. 4. Mechanics lien waivers for the Infrastructure Improvement Work have been obtained. 5. This Certificate of Substantial Completion is being issued by the Developer to the City in accordance with the Agreement to evidence the Developer's satisfaction of all material obligations and covenants with respect to the Infrastructure Project described herein. Upon such acceptance by the City, the Developer may record this Certificate in the office of the County Recorder of Deeds. This Certificate is given without prejudice to any rights against third parties which exist as of the date hereof or which may subsequently come into being. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement described herein. IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of ,20 By: Name: Title: ACCEPTED: CITY OF RIVERSIDE, MISSOURI By: Name: Title: (Insert Notary Form(s) and Legal Description) {32154 /65681; 328535.41 J -1 EXHIBIT L City Facility City Facility Criteria The City Facility must have an adequate water supply, as determined by the City, on the site. 2. The City Facility must have available sanitary sewer service and electric on the site. The City Facility Property must have no restriction, easements or encumbrances which would, in the reasonable discretion of the City, restrict the use of the site for its intended purpose. {32159165681;328535.41 L -1 EXHIBIT M Briarcliff Horizons Property Purchase Contract AGREEMENT OF PURCHASE AND SALE BETWEEN THE CITY OF RIVERSIDE, MISSOURI ( "SELLER ") AND BRIARCLIFF REALTY, LLC ( "PURCHASER ") THIS AGREEMENT OF PURCHASE AND SALE (this " Agreement ") is made as of the Effective Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a Missouri municipal corporation ( " Seller "), and BRIARCLIFF REALTY, LLC, a Missouri limited liability company, and/or its assigns ( " Purchaser "). All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the MDA unless the context clearly requires otherwise. In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: RECITALS: WHEREAS, Seller and Purchaser entered into a Master Development Agreement for the development of the Briarcliff Horizons Site dated ( "MDA "); WHEREAS, Seller currently owns the Briarcliff Horizons Site, and wishes to sell Briarcliff Horizons Site to Purchaser on the terms herein set forth, and Purchaser wishes to purchase the Briarcliff Horizons Site on the terms herein set forth; NOW, THEREFORE, in consideration of the premises, TEN AND NO /100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual undertakings of the parties hereinafter set forth, it is hereby agreed by the parties as follows: ARTICLE I SALE AND PURCHASE 1.01 Sale and Purchase. Subject to, and in accordance with, the terms and conditions of the MDA, Buyer may purchase all or any portion of the Briarcliff Horizons Site in whole or in part in one or more transactions in Purchaser's sole discretion. The Purchase Price shall be calculated based on the square foot acreage of the portion of the Briarcliff Horizons Site purchased in accordance with the MDA. The actual Land to be purchased shall be particularly described and/or depicted in each Closing Notice. 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Assured Quality Title Company, Attention: Don Rodgers, 1001 Walnut Street, Kansas City, Missouri 64106, phone number (816) 221 -2880, fax number (816) 221 -2884 (the " Escrow Agent as agent for Fidelity National Title Insurance Company. No Earnest Money shall be required of Purchaser (the "Title Insurer "). 132159 / 65681, 328535.4) M- I ARTICLE H TITLE AND SURVEY DOCUMENTS 2.01 Title Commitment. Seller shall, within fifteen (15) days after receipt of a Closing Notice, at Seller's sole cost and expense, cause to be prepared and furnished to Purchaser for the Briarcliff Horizons Property to be purchased in the subject Closing Notice an updated title commitment for the Title Policy (the " Title Commitment ") issued by the Escrow Agent showing the Authority as the record title owner of the Briarcliff Horizons Property, by the terms of which the Escrow Agent, as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance (the " Title Policy ") at the Closing with respect to the Land in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Land identified in the Closing Notice to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein, together with readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment. Seller and Purchaser shall pay the expenses of obtaining the Title Policy as hereinafter provided. The Title Policy shall exclude all standard pre - printed exceptions. 2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and furnished to Purchaser, Purchaser's legal counsel and the Escrow Agent, an updated ALTA survey (the " Survey ") of the Horizons Property prepared by a surveyor of Purchaser's choosing (the " Surveyor ") as of a date which is subsequent to the Effective Date. 2.03 Review of Title and Survey. Purchaser shall have a period of time (the " Title Review Period commencing on the Effective Date of each Closing Notice and ending on ten (10) days prior to Closing in which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment. All objections raised by Purchaser in the manner herein provided are hereafter called " Objections ." Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the " Cure Period ending on the tenth (10th) business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during the period of time (the " Termination Period ending on the tenth (10th) business day following the end of the Cure Period, whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment and to which Purchaser does not object on or prior to the last day of the Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the " Permitted ExegLhons ") to the status of Seller's title to the Property. {32159/65681,328535.41 M -2 ARTICLE III CONDITIONS PRECEDENT TO CLOSING 3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of Seller's performance or compliance with all of Seller's covenants, agreements and obligations under this Agreement. 3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing, any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion: (a) Representations and Warranties. None of the representations and warranties of Purchaser set forth in Article V of this Agreement shall be untrue or inaccurate; (b) Purchaser's Obligations. Purchaser shall have performed or complied with all of Purchaser's covenants, agreements and obligations under this Agreement; and (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaser any bankruptcy proceeding. (d) Compliance with Conditions of Master Development Agreement. Purchaser shall have performed or satisfied all of the conditions precedent set out in Section 7.5 of the MDA. 3.03 Purchaser's Representations and Warranties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase the Land; and (c) OFAC Issues. (1) Purchaser represents and warrants that (A) Purchaser and each person or entity owning an interest in Purchaser (i) is not currently identified on the List, and (ii) is not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Purchaser Embargoed Person (as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term " Purchaser Embargoed Person means any person, entity or government subject to trade (32159 /65681;328535.41 M -3 restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require, and shall take reasonable measures to ensure compliance with the requirement, that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section shall not apply to any person to the extent that such person's interest in the Purchaser is through a U.S. Publicly - Traded Entity. ARTICLE IV CLOSING 4.01 Closing Date and Time. Provided that all of the conditions of this Agreement and the MDA shall have theretofore been satisfied, the closing (the " Closing ') of the purchase and sale of the Land shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may, at its option, extend the Closing Date for up to one (1) additional ten (10) day period, upon written notice to Seller, prior to the then scheduled Closing Date. The date on which the Closing actually occurs is referred to herein as the " Closing Date 4.02 Seller's Closing Matters. At the Closing, Seller shall do the following: (a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a special warranty deed (the "Deed") conveying to Purchaser good and indefeasible title in fee simple to the Land, subject only to the Permitted Exceptions; (b) Non - foreign Person Affidavit. Execute and deliver an affidavit in form and substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser or the Escrow Agent may reasonably request; (d) Possession of Property. Deliver possession of the Property to Purchaser; (e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering the Title Policy. (f) Tax Certificates. Deliver tax certificates or other written evidence showing that there are no delinquent taxes, assessments or PILOTS affecting the Property as of the Closing Date. (g) Certificate of Representations. Seller shall deliver an updated certificate of the representations and warranties set out in the Master Development Agreement as of the Closing Date. (h) Assignment of Contracts and Assignment of Leases. Deliver to Purchaser an absolute assignment of all Contracts concerning the Property entered into by Seller, if any. (32159165681; 328535.4} M -4 (i) Other Documents. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser or its legal counsel or by the Escrow Agent. 4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following: (a) Sale Price. Deliver the Sale Price to the Escrow Agent by U. S. Federal Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. Deliver such evidence of authority to close the purchase of the Property pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and (c) Other Items. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel or by the Escrow Agent. 4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs of the Title Policy, and any special charges or assessments affecting the Property required to be paid prior to Closing to deliver unencumbered title to the Property to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for Purchaser's security documents and the cost of any mortgagee or loan policy required by Purchaser's lender, and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs. The parties shall split any escrow fee and expenses charged by the Escrow Agent. 4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date: (a) Rents and Income. Collected rents and other income from the Property, if any, which are attributable to the period of time in which the Closing occurs shall be prorated between the parties as of the Closing, and Purchaser shall receive credit against the Sale Price for the portion of such rents and other income which is attributable to the period after Closing. Delinquent rents shall not be prorated; provided, however, that, if Purchaser collects any delinquent rents or expense reimbursements after Closing, Purchaser agrees to pay to Seller any delinquent rents or expense reimbursements attributable to the period prior to the Closing Date after all rents or expense reimbursements attributable to the period from and after the Closing Date shall have been paid in full. (b) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Property for the year in which the Closing occurs shall be prorated as of the Closing (collectively, " Taxes "), based upon actual days involved. Seller shall be responsible for all Taxes pertaining to the Property for any period prior to the Closing. Purchaser shall receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if actual figures for the year of the Closing are not available at the Closing, an estimated, tentative proration of Taxes shall be made using most recent assessment and tax rate information available; provided, however, that, when the actual taxes for the year of the Closing are available, a corrected proration of taxes shall be made. If such Taxes for the year of the Closing increase over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such increase, computed to the Closing Date, and conversely, if such taxes for the year of the Closing decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such decrease, computed to 132159 / 65681; 328535.4} M -5 the Closing, with any such payment to be made within ten (10) days after notification by either party that such adjustment is necessary. If all or part of the Property is located in a tax parcel for the year of Closing which includes property that is not within the Property, then the Taxes attributable to such tax parcel for the land value only and excluding the value of any improvements there for the year of Closing shall be allocated between the Property (or applicable portion thereof) and the other portions of such tax parcel on the basis of the percentages which the gross surface areas of the Property (or applicable portion thereof) and such other portions of such tax parcel represent of the total gross surface area of such tax parcel. If all or part of the Property is located in a tax parcel for the year of Closing which includes property that is not within the Property, and all Taxes attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser. This provision shall survive the Closing. (c) Other Taxes and Assessments. All Taxes to the Closing Date (including installments due after the Closing Date with respect to special assessments which are payable in installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation. (d) Post - Closing Adjustments. Seller shall, on or before the Closing, furnish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time, and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies. (a) Remedies for Failure to Close. In the event that Seller fails or refuses to convey the Land at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement and the MDA, deposited the Purchase Price with the Escrow Agent, and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing, and thereupon this Agreement shall terminate, and all parties hereto or mentioned herein shall be relieved and released of all further obligations, claims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof; or (c) seek specific performance of Seller's obligation to convey the Land under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement that Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri, in order to give constructive notice of the existence of this Agreement. (32159165681;325535.4) M -6 5.02 Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled, as Seller's sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser and the Escrow Agent ARTICLE VI MISCELLANEOUS 6.01 Escrow Instructions. Intentionally Omitted. 6.02 Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the Property. 6.03 Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective heirs, personal representatives, successors and assigns. 6.05 Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as " Notice ") in this Agreement required or permitted to be given, made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre -paid, registered or certified, and addressed to the party to be notified, with return receipt requested, or (b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall, until changed as provided below, be as follows: Seller: The City of Riverside, Missouri Attention: Mayor City Hall 2950 NW Vivion Road Riverside, MO 64150 Purchaser: Briarcliff Realty, LLC Attention: Nathaniel Hagedorn 4151 N. Mulberry Drive, Suite 205 Kansas City, MO 64116 The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America, by not less than ten (10) days' prior written notice to the other party. 6.06 Brokerage Commissions. Each party represents and warrants that no real estate brokerage commission fee is payable to any person or entity in connection with the transaction contemplated hereby, and each party shall indemnify, defend and hold the other party harmless from and 132159/65681;328535.4} M -7 against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the indemnifying party. 6.07 Time. Time is of the essence in all things pertaining to the performance of this Agreement. 6.08 Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terns, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement (i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three (3) years after the Closing Date. 6.09 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 6.10 Headings. The headings that have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 6.11 Terminology. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. The words "herein," "hereof," "hereunder" and other similar compounds of the word "here" when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation" unless otherwise qualified. 6.12 Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement. 6.13 Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 6.14 Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. 6.15 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the 132159 165681, 328535.41 M -8 Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 6.16 Litigation. In the event of litigation between the parties with respect to the Property, this Agreement, the performance of the obligations hereunder or the effect of a termination under this Agreement, the losing party shall pay all reasonable attorneys' fees and expenses and court costs incurred by the prevailing party in connection with such litigation. 6.17 Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs, personal representatives, successors and assigns, and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hereof. 6.18 Assignment. Purchaser may assign this Agreement and all rights hereunder to an affiliated entity provided that (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; (iii) written notice of the assignment, including the name of the assignee, is provided to Seller at three (3) business days prior to Closing. 6.19 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 6.20 Tenders of Performance. All tenders of performance shall be made at the Closing and at or before the time specified for the Closing. 6.21 Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any federal holiday for which financial institutions or post offices in Riverside, Missouri are generally closed for observance thereof. As used herein, the term "business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 6.22 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. Except as otherwise provided in Sections 7.01 and 7.02 hereof, all rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, will be cumulative and may be exercised separately or concurrently. 6.23 Effective Date; Acceptance. The effective date (the " Effective Date ") of this Agreement shall be the date that the Escrow Agent receives and receipts one or more counterparts of this Agreement that have been signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser to Seller to purchase the Property on the terms and conditions herein stated, which must be accepted by Seller on or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth (10th) business day (the " Acceptance Date ") following the date set forth below Purchaser's signature hereto, by the execution hereof by Seller and the delivery of at least two fully- executed counterparts of same to the Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully- (32159 / 65681, 328535.4) M -9 executed copy thereof to Purchaser. If purchaser's offer is not accepted in such manner by the Acceptance Date, the same shall be thereafter null and void. (32159 /65681,328535.4) M -10 IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each of which is to be deemed an original for all purposes) by the parties hereto on the respective date appearing below each party's signature to be effective on the Effective Date herein specified. SELLER THE CITY OF RIVERSIDE, MISSOURI a Missouri municipal corporation By: Mayor Date: PURCHASER BRIARCLIFF REALTY, LLC Nathaniel Hagedorn Manager Date: ESCROW AGENT RECEIPTS The undersigned Escrow Agent acknowledges receipt of this Agreement of Sale and Purchase and agrees to be bound by the terms of this Agreement this day of 2011. ASSURED QUALITY TITLE COMPANY By: Name: Title: 132159 / 65681; 328535.41 M -11 EXHIBIT N ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY 1001 WALNUT KANSAS CITY, MO 64106 (816)221 -2880 SCHEDULE A 1. Commitment Date: April 8, 2011 at 08:00 AM MP94504 2. Policy or Policies to be issued: (X) ALTA Owner's Policy: (ALTA Own. Policy 06/17/06) T.B.D. Proposed Insured: To Be Determined (X) ALTA Loan Policy: (ALTA Loan Policy 06/17/06) Amount T.B.D. Proposed Insured: To Be Determined 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the estate or interest in said land is at the effective date hereof vested in: Industrial Development Authority of the City of Riverside, Missouri 5. The land referred to in this Commitment is described as follows: SEE ATTACHED EXHIBIT A N -1 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 SCHEDULE B 1 - REQUIREMENTS The following are the requirements to be complied with: 1. (a) Pay the agreed amounts for the interest in the land or the mortgage to be insured. (b) Pay us the premiums, fees and charges for the policy. 2. Instruments in insurable form which must be executed, delivered and duly filed for record: a• Properly executed Warranty Deed from Industrial Development Authority of the City of Riverside, Missouri, to a Proposed Purchaser. b. Furnish for our file a certified copy of the Resolution of the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri, authorizing the proposed sale of said property. C. Furnish certificate for our file executed by the Secretary of State of Missouri evidencing that The Industrial Development Authority of the City of Riverside, Missouri is now in good standing in said state. d• Properly executed Deed of Trust from a Proposed Purchaser, to a Proposed Lender in an amount to be determined. e. The application for our Title Insurance does not give the name of the prospective purchaser. When such name is ascertained, the records must be searched for possible judgments. If a Corporation or Partnership is to acquire title, certain additional requirements may be necessary. We reserve the right to make additional requirements we deem necessary. f Properly executed Partial Release, releasing the premises in question, from the Deed of Trust and Security Agreement executed by The Industrial Development Authority of the City of Riverside, Missouri, to Norman E. Fretwell, Trustee for UMB Bank, N.A., as Bond Trustee and Beneficiary, dated May 1, 2007 and filed May 9, 2007 as Document No. 007220 in Book 1103 at Page 316, securing an original amount of $40,265,000.00, and all other obligations secured thereby. Partial Release filed December 21, 2007 as Document No. 19359 in Book 1115 at Page 410. Subordination filed December 21, 2007 as Document No. 19360 in Book 1115 at Page 411. Assured Quality Title Company N -2 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Subordination Agreement filed March 27, 2009 as Document No. 004083 in Book 1137 at Page 46. Partial Release filed March 27, 2009 as Document No. 004084 in Book 1137 at Page 47. Subordination Agreement filed December 4, 2009 as Document No. 017375 in Book 1150 at Page 302. 9. Partial Termination of the Financing and Cooperation Agreement dated May 1, 2007 by and between the City of Riverside, Missouri and The Industrial Development Authority of the City of Riverside, Missouri as Grantors to UMB Bank, N.A., as Trustee filed May 9, 2007 as Document No. 007219 in Book 1103 at Page 315. Partial Release filed December 21, 2007 as Document No. 19359 in Book 1115 at Page 410. Subordination filed December 21, 2007 as Document No. 19360 in Book 1115 at Page 411. Subordination Agreement filed March 27, 2009 as Document No. 004083 in Book 1137 at Page 46. Partial Release filed March 27, 2009 as Document No. 004084 in Book 1137 at Page 47. Subordination Agreement filed December 4, 2009 as Document No. 017375 in Book 1150 at Page 302. h. To delete the exceptions shown at Items 2 through 6, Schedule B 2 hereof, we require the following: a. Item No. 2 will be deleted if, at the time of issuing our policy, we are furnished with an affidavit executed by a person well acquainted with the facts, stating that the record owner at the time is in sole possession of the premises in question, and that there are no tenants occupying any part of the premises, and upon review and examination by the Company of a current ALTA Certificate of Survey of the premises in question, which must reflect any improvements to exist at the time the policy is to be issued, nevertheless, any specified item, product of said review and examination will be excepted in our policy; b. Item Nos. 3 and 4 will be deleted upon review and examination by the Company of a current ALTA Certificate of Survey of the premises in question, which must reflect any improvements to exist at the time the policy is to be issued; nevertheless, any specified item, product of said review and examination will be except%d u e ua 'ritte Company N -3 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 c. Deletion of Item No. 5 will be considered upon being furnished evidence, satisfactory to the Company, including, without limitation, an affidavit executed by the record owner stating that there have been no improvements or repairs made to the subject premises within the preceding six months. NOTE: If any new construction or improvements are contemplated this Company reserves the right to make additional requirements. d. Item No. 6 will be deleted upon our conducting a "special tax search" which discloses no "pending special assessments ". eRecording is defined as the process by which a lender, bank, title operation or government agency works with the county recorders office to process electronic documents using the Internet. Our company is currently participating in eRecording for Clay, Cass and Jackson County in Missouri. If applicable, an additional electronic recording service fee of $4.00 per document will be assessed by the county at the time of recording. FOR YOUR INFORMATION: Tract VIII & IX: 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $17,149.44, paid. Tax I.D. No. 23- 3.0 -05- 000 - 000 - 042 -001 Tract X: 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $1,350.84, paid. Tax I.D. No. 23- 3.0 -05- 000 - 000 - 042 -000 Tract XI: 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $116,777.65, paid. Tax I.D. No. 23- 3.0 -05- 000 - 000 -043 -000 2010 and prior years State, County and City Taxes are paid. 2010 Amount - $184,161.29, paid. Tax I.D. No. 23- 3.0 -08- 000 - 000 - 003 -000 (Mineral Rights) 2010 and prior years State, County and City Taxes are exempt. Tax I.D. No. 23- 3.0 -08- 000 - 000 - 003 -001 (Mineral Rights) 2010 and prior years State, County and City Taxes are exempt. Assured Quality Title Company N-4 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Tax I.D. No. 23- 3.0 -08- 000 - 000 - 003 -002 Commitment Prepared For: City Attorney /City of Riverside - Nancy Thompson For questions regarding closings, please call Don Rodgers at Assured Quality Title Co. (816) 221 -2880 Fax: (816) 221 -2884 E -Mail Address: DRodgers@AQTC.com 1001 Walnut, Kansas City, MO 64106 JKC /dj 1 04/22/2011 "Pursuant to 20 CSR 500 -7.050 Disclosure of Premiums and Charges, the risk rate shown on Schedule A of this title commitment must be disclosed on lines 1103 and 1104 of the HUD-] Settlement Statement and the title fee disclosed on a separate HUD-1 line. End of Schedule B 1 Assured Quality Title Company N -5 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 SCHEDULE B 2 - EXCEPTIONS Schedule B of the Policy or Policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate of interest or mortgage thereon covered by this Commitment. STANDARD EXCEPTIONS: Rights or claims of parties in possession not shown by the Public Record. Easements, or claims of easements, not shown by the Public Record. Any encroachment, encumbrance, violation, variation or adverse circumstances affecting Title that would be disclosed by an accurate and complete survey of the Land or that could be ascertained by an inspection of the Land. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by Public Records. Taxes, or special assessments, if any, not shown as existing liens by the Public Records. SPECIAL EXCEPTIONS: All assessments and taxes for the year 2011 and all subsequent years. Tax records show the subject property to be tax exempt as of the date of this commitment. However, this exemption may not apply after the subject transaction. Our Policy when issued will contain the following exception: (As to Mineral Rights Tract XI) "This policy does not insure that the tax exempt status will remain in effect after the effective date of this policy, and retroactive assessments, penalties and interest arising due to termination of the exempt status are hereby excepted from coverage." 9. The premises in question lies within the boundaries of Parkville Special Road District, which provides for the levy of assessments. (Tracts VIII thru XI) The lien of assessments levied, which may be due and unpaid at the date hereof. 10. The premises in question lies within the boundaries of Riverside - Quindaro Bend Levee District of Platte County, Missouri, which provides for the levy of assessments. (Tracts VIII thru XI) The lien of assessments levied, which may be due and unpaid at the date hereof. 11. Railroad rights -of -way, switch tracks, spur tracks, and all easements, licenses or servitudes within, appurtenant to or serving such rights -of -way or easements, including, but not limited to, electric and telephone transmission lines, broadband transmission lines, video and multi - channel video, pipelines and any facilities in support of telephone, communication or transporation. (Tract VIII, & XI) 12. The following matters regaidsn i ed�ua�i y�i a Comp o the Missouri River are hereby N -6 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 excepted: (Tract XI) a. All right, title or claim of any character by the United States, state, local government or by the public generally in and to any portion of the land lying within the current or former bed of said watercourse, or below the ordinary low water mark thereof, or between the cut banks of a stream navigable in fact or in law, and regulatory powers relating to said watercourse and/or the banks thereof. b. Rights of riparian water rights owners to the flow or the water, and other riparian rights, whether or not shown by the public records, such as fishing, boating, swimming or other similar activity. c. The consequences of any past or future change in the located of the bed or banks of said watercouse. d. Title to accredited land, artificially filled land, submerged lands and lands lying below the ordinary low water mark of said watercourse. e. Riparian water rights are not insured. 13. Right of way granted to Cities Service Gas Company by the instrument filed August 30, 1965 as Document No. 8924 in Book 281 at Page 19, over a portion of the premises in question, as more fully described therein. (Tract XI) 14. Easement granted to Magnolia Pipe Line Company by the instrument filed September 15, 1966 as Document No. 13392 in Book 291 at Page 453, over a portion of the premises in question, as more fully described therein. (Tracts IX ) Assigned to Williams Pipe Line Company by the instrument filed January 16, 1984 as Document No. 3546 in Book 658 at Page 11. 15. Lack of direct access and right of way for highway designated Interstate Route No. 635 and for a connection therewith State Highway designated Route No. 169 and for a side road, granted to the State of Missouri by instruments filed January 23, 1969 as Document No. 22747 in Book 317 at Page 605 and Document No. 22748 in Book 317 at Page 610. (Tract XI) 16. Affidavit, by the City of Engineer of the City of Riverside regarding Mattox Road, filed September 21, 1970 as Document No. 29057 in Book 348 at Page 417. (Tracts VIII thru XI) 17. Right of way granted to Quindaro Bend Levee District of Platte County, Missouri by the instrument filed March 13, 1974 as Document No. 3946 in Book 437 at Page 464, over a portion of the premises in question, as more fully described therein. (Tract XI) 18. Easement granted to Kansas City Power and Light Company by the instrument filed December 9, 1986 as Document No. 34682 in Book 694 at Page 3, over a portion of the premises in question, as more fully described therein. (Tract XI) 19. Right of way and easement granted to American Telephone and Telegraph Company by the instrument filed November 18, 1988 as Document No. 11684 in Book 724 at Page 777, over a portion of the premises in question, as more fully described therein. (Tract IX) 20. Terns, conditions, provisions, rights of way, easements, assessments and all other Assured Quality Title Company N -7 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 appurtenances relating thereto as granted or taken in favor of the Riverside - Quindaro Bend Levee District of Platte County, Missouri as set out in the following documents recorded in the recorder of Deeds Office of Platte County, Missouri: Commissioners Report filed October 28, 1977 as Document No. 28314 in Book 519 at Page 543. Decree of the Circuit Court of Platte County, Missouri, filed March 10, 1988 under Case No. 76 -475 and filed March 17, 1988 as Document No. 2391 in Book 715 at Page 621. Petition filed August 2, 1999 as Document No. 13897 in Book 911 at Page 743. Findings of Fact, Conclusions of Law and Judgment Decree filed August 2, 1999 as Document No. 13898 in Book 911 at Page 744. Amended Petition filed July 6, 2000 as Document No. 9430 in Book 929 at Page 114. Findings of Fact, Conclusions at Law and Judgment Decree filed July 6, 2000 as Document No. 9431 in Book 929 at Page 115. Order and Judgment confirming Commissioners Report filed October 30, 2001 as Document No. 19451 in Book 957 at Page 142. Levee Tax record filed December 5, 2001 as Document No. 22249 in Book 959 at Page 913. 21. Abutter's rights of direct access between the premises in question and Highway 1 -635, as contained in Document No. 707 in Book 1074 at Page 916. (Tract XI) 22. Abutter's rights of direct access between the premises in question and Highway I -635, as contained in Document No. 707 in Book 1074 at Page 915. (Tract XI) 23. Terms and provisions of Cooperation Agreement filed as Document No. 11363 in Book 1085 at Page 515. (Tracts VIII thru Xi) 24. Tenancy rights, either as month to month or by virtue of written leases, of persons now in possession of any part of the premises in question. 25. Right of way granted to the City of Riverside, Missouri by the instrument filed October 4, 2007 as Document No. 015794 in Book 1111 at Page 854, over a portion of the premises in question, as more fully described therein. (Tracts VIII thru XI) 26. Utility easement granted to City of Riverside Missouri by the instrument filed October 4, 2007 as Document No. 15795 in Book 1111 at Page 855, over a portion of the premises in question, as more fully described therein. (Tract XI) 27. Storm drainage easement granted to City of Riverside Missouri, by the instrument filed October 4, 2007 as Document No. 15802 in Book 1111 at Page 862, over a portion of the premises in question, as more fully described therein. (Tract XI) 28. Utility easement granted to City of Riverside Missouri by the instrument filed October 9, 2007 as Document No. 16044 in Book 1112 at Page 105, over a portion of the premises in question, as more fully described therein. (Tract XI) 29. Utility easement granted to City of Riverside Missouri by the instrument filed February 20, 2008 as Document No. 02285 in Book 1118 at Page 10, over a portion of the premises in question, as more fully described therein. (Tract XI) 30. Exclusive utility easement granted to City of Riverside Missouri by the instrument filed February 20, 2008 as Document No. 02286 in Book 1118 at Page 11, over a portion of the premises in question, as more fully described therein. (Tract XI) 31. Easement granted to Kansas City Power and Light Company by the instrument filed June 18, Assured Quality Title Company W ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 2009 as Document No. 009139 in Book 1142 at Page 91, over a portion of the premises in question, as more fully described therein. (Tract XI) 32. Easement granted to Kansas City Power and Light Company by the instrument filed December 18, 2009 as Document No. 017983 in Book 1150 at Page 908, over a portion of the premises in question, as more fully described therein. (Tract XI) 33. Easement granted to Kansas City Power and Light Company by the instrument filed March 9, 2010 as Document No. 2010002706 in Book 1154 at Page 160, over a portion of the premises in question, as more fully described therein. (Tract XI) 34. Survey filed December 28, 2009 as Document No. 018332 in Book D at Page 112. 35. PLEASE READ THE EXCEPTIONS AND THE TERMS SHOWN OR REFERRED TO HEREIN CAREFULLY. THE EXCEPTIONS ARE MEANT TO PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE INSURANCE POLICY�1 �� CAREFULLY CONSIDERED. Assured Quality Title Company N -9 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 EXHIBIT A TRACT VIII: A tract in the Southwest Quarter of Section 5 in Township 50, Range 33, Riverside, Platte County, Missouri, described as follows: Beginning on the West line of said Section 5 at a point 1,987.7 feet North of the Southwest corner thereof, thence South and Easterly parallel with the Right -of -Way of the C, B & Q Railway 1,445.2 feet to the East line of the West Half of the Southwest Quarter of said Section; thence South 330.3 feet; thence North 65 degrees 51 minutes West 1,445.2 feet to the West line of said Section; thence North 330.3 feet to the Point of Beginning, Except that part in roads TRACT IX: A tract in the Northwest part of the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point 28.58 chains North and 2.90 chains East of the Southwest corner of Section 5 in Township 50 of Range 33, and running South 651/2 degrees East 18.72 chains; thence North 2.82 chains to C. B. & Q. Railroad, thence North 66 degrees West 18.78 chains along side of railroad Right -of -Way, thence South 3.16 chains to Place of Beginning, EXCEPT, the East one acre thereof, all in Riverside, Platte County, Missouri, Except that part, if any, in roads. TRACT X: A tract in the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte County, Missouri, described as follows: Beginning at a point on the West line of said Southwest Quarter of Section 5 where said line intersects the Southerly Right -of -Way line of the Burlington Northern Railroad, said point also being 2,185.91 feet North of the Southwest corner of said Southwest Quarter, thence South along said West line 198.21 feet, thence Southeasterly parallel with the Southerly line of said railroad 209.68 feet, thence North parallel with the West line of said Quarter Section 208.56 feet to the Southerly line of said railroad; thence Northwesterly along said Southerly line of railroad to the Point of Beginning, Except that part in roads. TRACT XI: Those parts of Section Five (5) and of Fractional Section Eight (8) all in Township Fifty (50) North, Range Thirty-three (33) West of the Fifth Principal Meridian, Riverside, Platte County, Missouri, described as follows: Commencing at the Southeast corner of said Section Five (5), being also the Northeast corner of said Fractional Section Eight (Frac. 8); thence North 89 degrees 20 minutes 00 seconds West along the South line of said Section Five (5) (which is also the North line of said Fractional Section Eight (Frac. 8) 1,160.00 feet to a True Point of Beginning, said point being on the Westerly Right -of -Way line of highway designated Interstate Route #635, as condemned in the Circuit Court of Platte County, Missouri, in Suit No. C- 11021; thence from said true Point of Beginning South 0 degrees 01 minutes 20 seconds East along said Westerly Right -of -Way line 812.00 feet; thence Southeasterly along said Right -of -Way being a curve to the left, having a radius of 3,019.93 feet, an arc distance of 631.8 feet; thence South 0 degrees 01 minutes 20 seconds East 2,142.49 feet, more or less, to a meander corner on the Northerly or left bank of Assured Quality Title Company N -10 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Missouri River as located on May 21, 1965, the date of the Certificate of Survey made by Robert L. Buford, Land Surveyor, as Job No. P -8037, thence (Southwesterly) upstream meandering said River bank, but with the low water line of said River as the boundary, to a second meander corner of said River bank, which is the point of intersection thereof with the Southerly prolongation of the North -South center line of said Fractional Section 8, said intersection point being 1,565.54 feet distant South 76 degrees 03 minutes 33 seconds West from the end of the last herein above described course; thence continuing upstream meandering said River bank, as same is located on the Certificate of Survey No. P -1224, made by Robert L. Buford, Land Surveyor, dated April 19, 1966, revised May 25, 1966, but with the low water line of said River as the boundary to a third meander corner on said River bank which is the point of intersection thereof with the Southerly prolongation of the West line of said Fractional Section 8; thence North 0 degrees 12 minutes 26 seconds West along the Southerly prolongation of the West line of said Fractional Section Eight (frac. 8) and the West line thereof, 4,615.85 feet to its Northwest corner being also the Southwest corner of Section Five (5); thence North 0 degrees 02 minutes 56 seconds along the West line of said Section Five (5), 1,657.40 feet; thence South 65 degrees 56 minutes 26 seconds East 1,435.76 feet; thence North 0 degrees 03 minutes 07 seconds West 527.83 feet; thence South 65 degrees 55 minutes 20 seconds East 56.11 feet; thence Southeasterly along the arc of a circular curve to the left having a radius of 11,509.22 feet, and the last described course for its initial tangent 736.54 feet; thence South 69 degrees 35 minutes 20 seconds East tangent to the curve in the previous course described 2,501.85 feet to the Westerly line of the Right -of -Way Highway U.S. No. I -635; thence South 20 degrees 22 minutes 40 seconds West 251.80 feet; thence Southeasterly along said highway Right -of -Way line, (being the arc of a circular curve to the left having a radius of 2,994.90 feet, the last described course for its initial tangent, and a central angle of 4 degrees 44 minutes 42 seconds), 248.03 feet to the South line of said Section Five (5) being also the North line of said Fractional Section Eight (frac. 8); thence North 89 degrees 20 minutes 00 seconds West along said Section line, 140.20 feet to the True Point of Beginning; together with all accretions thereto, but subject to erosion therefrom by said Missouri River; and ALSO EXCEPTING, therefrom land conveyed by Clyde J. Linde and Margaret Y. Linde to State of Missouri by Deed dated December 14,1968, for Highway designated Interstate Route No. 635. ALSO EXCEPT, that part of Fractional Section 8, Township 50, Range 33 West of the Fifth Principal Meridian, Platte County, State of Missouri, described as follows: The West 300 feet of said Fractional Section 8 as measured at a right angle from the West line of said Fractional Section 8 that lies South of the Southerly line of Highway designated Interstate Route Number 635 as conveyed in deed dated December 14,1968, from Clyde J. Linde and Margaret Y. Linde, husband and wife to State of Missouri and lies North of the left bank of the Missouri River. EXCEPT those part conveyed to the State of Missouri and the State of Missouri acting by and through the Missouri Highways and Transportation Commission by Document No. 705 in Book 1074 at Page 913, Document No. 706 in Book 1074 at Page 914, and Document No. 707 in Book 1074 at Page 915, and except those parts lying Southward of the Northerly line of Interstate 635, Except that part in roads, Also Except that part condemned by the Riverside - Quindaro Bend Levee District of Platte County, Missouri as described in instrument filed October 30, 2001 as Document No. 19451 in Book 957 at Page 142; Except that part conveyed to Harry C. Edwards and Lucille C. Edwards by Warranty Deed filed October 4, 2007 as Document No. 15793 in Book 1111 at Page 853; Also Except that part conveyed to the City of Riverside, Missouri by Warranty Deed filed March 3, 2009 as Document No. 002722 in BORNUAWa�r"Meocompany N -11 ASSURED QUALITY TITLE COMPANY Agent for: FIRST AMERICAN TITLE INSURANCE COMPANY MP94504 Assured Quality Title Company N -12 Exhibit O Definitions "Act" or "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri, as amended. "Adverse Market Conditions " shall have the meaning given to such term in Section 8.6. "Affiliate" means: (i) with respect to a particular individual: 1) each other member of such individual's Family; 2) any Person that is directly or indirectly Controlled by any one or more members of such individual's Family; and 3) any Person with respect to which such individual or one or more members of such individual's Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and (ii) with respect to a specified Person other than an individual: 1) any Person that directly or indirectly Controls, is directly or indirectly Controlled by or is directly or indirectly under common Control with such specified Person; 2) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity); and 3) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, the "Family" of an individual includes solely (i) the individual, (ii) the individual's spouse and children, and (iii) any other natural person who is related to the individual and who regularly resides with such individual. "Agreement " means this Master Development Agreement, as the same may be from time to time modified, amended or supplemented in writing by the parties. "Applicable Laws and Requirements" shall mean any applicable constitution, treaty, statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, directive, requirement or decision of or agreement with or by Government Authorities, and all requirements of any insurers. Applicable Law and Requirements shall include, without limitation, the Redevelopment Project Plan and the Act. "Authority" means The Industrial Development Authority of The City of Riverside, Missouri, a public corporation duly organized under Chapter 349 of the Revised Statutes of Missouri. "Board of Aldermen" means the Board of Aldermen of the City. "Briarcliff Horizons Improvements" shall have the meaning given to such term in Section 6.1(a). "Briarcliff Horizons Phase " shall have the meaning given to such term in Section 6.1(d). "Briarcliff Horizons Project" shall have the meaning given to such term in Section 6.1. "Briarcliff Horizons Property" shall have the meaning given to such term in Section 7.4. "Briarcliff Horizons Property Purchase Contract" shall have the meaning given to such term in Section 7.4. "Briarcliff Horizons Site " shall have the meaning given to such tern in Recital _ "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in Riverside, Missouri are required or authorized by law to close. (32159165681; 328535.41 0-1 "Certificate of Approval" means that Certificate of Approval dated September 16, 2004, issued by the D of the Department of Economic Development and the Commissioner of the Office of Administration of the State of Missouri approving the participation of projects under the Redevelopment Plan for the State Supplemental Tax Increment Financing Program. "Certificate Requesting Payment of Infrastructure Project Costs" means a document substantially in the form of Exhibit E , attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and which, upon the City's acceptance and approval of the costs set forth therein, shall evidence Infrastructure Project Costs properly incurred by the Developer. "Certificate of Substantial Completion of Infrastructure Improvements" means a document substantially in the form of Exhibit F . attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and which, upon the City's acceptance thereof, shall evidence the Developer's satisfaction of all obligations and covenants to construct the Infrastructure Project or portion thereof as identified in such Certificate in accordance with the Master Plan and this Agreement. "Certificate of Substantial Completion of Minimum Briarcllmprovements" means a document substantially in the form of Exhibit F , attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and which, upon the City's acceptance thereof, shall evidence the Developer's satisfaction of all obligations and covenants to construct the Infrastructure Project or portion thereof as identified in such Certificate in accordance with the Master Plan and this Agreement. "City" means the City of Riverside, Missouri, a fourth class city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri. 'City Clerk" means the City Clerk of the City. "City Code" means the Municipal Code of the City of Riverside, Missouri, as amended from time to time. "City Facility" means those governmental facilities of the City, which may be an amphitheatre or other municipal use, to be determined by the City in its sole discretion, which may, at the sole cost and expense of the City, be built upon the City Facility Property. "City Facility Property" means that 5.25 acres approximately located as generally depicted in the Master Plan. "City Infrastructure Bonds" means the Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri) Series 2007 in the principal amount of $40,265,000 issued to pay certain costs of Redevelopment Project III. The City Infrastructure Bonds are secured by a pledge of TIF Revenues, junior only to the Levee Obligations. "City Levee TIF Bonds" means, the City of Riverside, Missouri Tax Increment Revenue Bonds (L -385 Levee Project), Series 1998, in the principal amount of $1,000,000; Tax Increment Revenue Bonds (L -385 Levee Project), Series 1999, in the principal amount of $1,400,000; Tax Increment Revenue Bonds (L -385 Levee Project), Series 2002 in the principal amount of $1,300,000; and Tax Increment Revenue Bonds (L -385 Levee Project), Series 2004 in the principal amount of $16,300,000. 132159 /65681; 328535.4} 0-2 "City Levee TIF Obligations" means the City Levee TIT Bonds together with the City Additional Levee Reimbursable Project Costs, payable from TIF Revenues. "City's Capital Contribution" shall have the meaning given to such term in Section 4.2(b)(ii). "Closing" means each Briarcliff Horizons Property Closing. "Construction Plans" means plans, drawings, specifications and related documents, and construction schedules for the construction of the Infrastructure Project, or Briarcliff Horizons Project as applicable, together with all supplements, amendments or corrections, submitted by the Developer and approved by the City in accordance with this Agreement and applicable law and any material produced by the architect, engineer or other design professional pursuant to Section 3.3. "Control" (including "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person (other than an individual), whether through the ownership of voting securities, by contract or otherwise. "Compound Annual Return" means the annual return on Developer's Capital Contribution which shall be calculated on an annual basis by taking the actual average daily outstanding Developer's Capital Contribution and multiplying it by fifteen percent (15 %). Such portion of the Compound Annual Return not paid to the Developer by the end of any given calendar year shall be added to the Developer's Capital Contribution for the following calendar year and included in the Developer's Capital Contribution for purposes of calculating the Compound Annual Return for each such calendar year. "Developer" means Briarcliff Realty, LLC, a limited liability company duly organized and existing under the laws of the State of Missouri, or its permitted successors or assigns in interest. "Developer's Capital Contribution" shall have the meaning given to such term in Section 4.2(b)(i). "Economic Activity Taxes" or "EATS" shall have the meaning ascribed to such term in Section 99.805(4) of the TIF Act and the Redevelopment Plan. "Environmental Laws" means all statutes, laws, acts, ordinances, rules, regulations, orders, decrees and rulings of any Federal, State and/or local governmental or quasi - governmental body, agency, board, commission and/or court relating to the protection of health and/or the environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release and/or transportation of Hazardous Substances, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as now or hereafter amended, The Resource Conservation and Recovery Act of 1976, as now or hereafter amended, and the Environmental Control Laws of the State of Missouri (principally set forth at Chapter 260 of the Revised Statutes of Missouri), as now or hereafter amended, and all regulations respectively promulgated thereunder. "Existing Environmental Reports" means the Environmental Assessment of 500 acres of Redevelopment Land Riverside/Quindaro Missouri River Bend Riverside, Missouri 64150 dated October 22, 2002 prepared by Kingston Environmental Services, Phase II Environmental Investigation Report Riverside /Quindaro Bend Riverside, Missouri dated February 20, 2003 prepared by Kingston Environmental Services, and the State of Missouri Department of Natural Resources GPS Locations of Oil Wells/Suspected Oil Wells Riverside Field, Inspection January 15, 2003, all of which have previously been provided to the Developer. {32159/65681;328535.41 0 -3 "Force Majeure" shall have the meaning given to such term in Section 12.7. "Governmental Approvals" means all plat approvals, re- zoning or other zoning changes, site plan approvals, conditional use permits, variances, building permits, or other subdivision, zoning, or similar approvals required for the implementation of the Infrastructure Project and / or Briarcliff Horizons Project. "Hazardous Substances" means any pollutants, contaminants or industrial, toxic or hazardous chemicals, wastes, materials or substances which are defined, determined, classified or identified as such in any Environmental Law or in any judicial or administrative interpretation of any Environmental Law, including without limitation, petroleum, petroleum by- products, friable asbestos, polychlorinated biphenyls and urea formaldehyde. "Infrastructure Completion Schedule" shall have the meaning given to such term in Section 4.2 (c). "Infrastructure Improvements" shall have the meaning given to such term in Section 3.1(a). "Infrastructure Phase" shall have the meaning given to such term in Section 3.1(b). "Infrastructure Project" shall have the meaning given to such term in Section 3.1. "Land Revenues" means all of the land sale revenues from the office and industrial sales, net of normal sales expenses: title, closing costs, commissions, etc. "Levee District" means the Riverside Quindaro Bend Levee District of Platte County, Missouri. "Levee District Bonds" means the Riverside Quindaro Bend Levee District of Platte County, Missouri Levee District Improvement Refunding Revenue Bonds, Series 2006 in the amount of $20,100,000 issued pursuant to a Bond Trust Indenture dated as of July 1, 2006, between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay Levee Project costs, which Levee District Bonds are secured by a pledge of TIF Revenues, junior only to the City Levee TIF Obligations. "Levee Obligations " means the City Levee TIF Obligations and the Levee District Bonds. "New State Revenues" mean those new state revenues as defined in Sections 99.845.4 -12 of the TIF Act, as limited by the Certificate of Approval, to the extent such revenues are appropriated by the General Assembly and paid by the Missouri Department of Revenue to the City for deposit into the NSR Account within the Special Allocation Fund in accordance with the Redevelopment Plan. "Payments in Lieu of Taxes" or "PILOTs" shall have the meaning ascribed to such term in Section 99.805(10) of the TIF Act and the Redevelopment Plan. "Permitted Exceptions" shall have the meaning given to such term in Section "Person" means an individual, a partnership, a corporation, an association, limited liability company, a joint stock company, a trust, an estate, a joint venture, an unincorporated organization, other business entity or a governmental authority. "Redevelopment Area" means the Redevelopment Area described in the Redevelopment Plan. 132159165681; 328535.41 0-4 "Redevelopment Plan" means the plan titled "L -385 Levee Redevelopment Plan," as amended, approved by the City pursuant to the Act and the Approving Ordinances. "Redevelopment Project" means any redevelopment project approved pursuant to the Act in furtherance of the objectives of the Redevelopment Plan. "Related Entity" means any party or entity related to the Developer by one of the relationships described in Section 267(b), Section 707(b)(1)(A) or Section 707(bxl)(B) of the Internal Revenue Code of 1986, as amended. "Senior Bond Ordinances" means the ordinances and resolutions authorizing the Senior TIF Obligations and, subject to the limitations contained in Section any refunding bonds in connection therewith. "Senior Bonds Cooperation Agreements " means that certain Cooperation Agreement relating to the Levee District Bonds, those certain Cooperation Agreements and Intergovernmental Agreements relating to the City Levee TIF Bonds and that certain Cooperation Agreement relating to the City Infrastructure Bonds and any refunding bonds in connection therewith. "Senior TIF Obligations " means the City Infrastructure Bonds together with the City Levee TIF Obligations and the Levee District Bonds and, subject to the limitations contained in Section _, any refunding bonds issued in connection therewith. "Simple Interest Return" means the annual return on Developer's Capital Contribution which shall be calculated on an annual basis by taking the actual outstanding Developer's Capital Contribution and multiplying it by five percent (5 %). In no event shall unpaid principal be added to the Developer's Capital Contribution. In no event shall this amount include any accrued interest. "State " means the State of Missouri. "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 — 99.865, Revised Statutes of Missouri, as amended. "TIF Commission" means the Tax Increment Financing Commission of the City of Riverside, Missouri. "TIF Revenues" means: (1) Payments in Lieu of Taxes; (2) Economic Activity Taxes, to the extent appropriated; and (3) New State Revenues, to the extent appropriated and paid over to the City. N.A. "Trustee " means the trustee or fiscal agent for the Senior TIF Obligations, currently UMB Bank, (32159/ 65681,328535A) 0-5 Exhibit P Accelerated Dispute Resolution Procedure (a) Application of This Process. This process shall apply to any disputes between City and Developer concerning funds allegedly due either party as provided in this Agreement. (b) Dispute Resolution Process. In the event that a dispute arises under this Agreement concerning the funds allegedly due either party, the following procedure shall apply: (i) The aggrieved party (the "Initiating Party ") shall give written notice to the other party (the "Responding Party") outlining in reasonable detail the amount allegedly due and owing, along with any supporting documentation (the "Dispute Notice "). (ii) Within three (3) business days after the date of the Dispute Notice, representatives of the parties shall meet in person within five (5) business days of the date of the Dispute Notice and negotiate in good faith to resolve the dispute (the "Initial Meeting "). (iii) In the event that the meeting set forth above is unsuccessful in resolving the dispute, then the dispute shall be submitted to a committee consisting of three (3) people (the "Dispute Committee "), one of whom shall be appointed by City, one of whom shall be appointed by Developer, and one of whom shall be appointed by the first two members of the Dispute Committee or, if such two members cannot mutually agree upon a third member of the Dispute Committee, then the two members will request the appointment of a third member by the American Arbitration Association or similar organization selected by the two initial members of the Dispute Committee. The members of the Dispute Committee shall be unaffiliated with either party, and each member shall be an attorney with at least ten (10) years of practice in construction law in the states of Missouri or Kansas. The Initiating Party and Responding Party shall have the opportunity to present written evidence to the Dispute Committee concerning the dispute, and shall be available to answer questions if requested by the Dispute Committee. The Dispute Committee shall meet within ten (10) days after its Initial Meeting and shall attempt to resolve the dispute. A decision of a majority of the Dispute Committee shall be binding and not subject to appeal. (iv) In the event that the Dispute Committee is unsuccessful in resolving the dispute within thirty (30) days after the Initial Meeting, then the Dispute Committee shall appoint a retired judge with significant expertise in the area(s) of the law at issue in the dispute to resolve the dispute (the "Retired Judge "). In the event that the Dispute Committee cannot, by majority rule, agree to the appointment of the Retired Judge, then the Retired Judge shall be appointed by the Presiding Judge of the Circuit Court of Platte County, Missouri. The Retired Judge shall review the Dispute Notice, any documentation submitted by the Initiating Party and the Responding Party to the Dispute Committee, and any other documentation prepared by the Dispute Committee, and shall make a determination based on such evidence within fifteen (15) days after such Retired Judge's appointment. The Retired Judge shall have the authority to order specific performance or mandamus relief if the circumstances so warrant. The determination of the Retired Judge shall be binding and not subject to appeal. (32159 / 65681; 328535.41 P -I (v) The Dispute Notice, any information provided to the Dispute Committee, the findings of the Dispute Committee, and all other information concerning the dispute resolution process shall be kept confidential to the fullest extent permitted by applicable Laws. (vi) The costs and expenses, including attorneys' fees, of the expedited dispute resolution process shall be borne equally by the parties and shall not be considered a Project Cost; provided, however, that the Dispute Committee or the Retired Judge shall have the right to award, in connection with its decision, costs and expenses of the expedited dispute resolution process to a party. 132159 16568 1; 328535.41 P -2 c EXHIBIT Qj Witer Supply ImprOMOMs N Exhibit R Electrical Improvements Additional electrical upgrades of the main extension shown on this Exhibit may be required in the future to serve the Briarcliff Horizons Site. If additional electrical upgrades are necessary to provide adequate service load requirements to the Briarcliff Horizons Site, and are not cost justified or otherwise provided by KCP &L, these upgrades will be coordinated and completed by the City. {32159 / 65681; 328535.4) R -1 z Avc 11 Ll Q0,1,cv 1 111 ?0. A ll I I . - - d Paa cwsmucml wfPnxx � ' , , � -� aK w. J / ,� 0. 1 u 1.1 fns T - ij 1w MI zz" MT. U A i H W�.rPTf fWY m 1A AS ow- xP mt. WA w pm I tl mm COI m1 moTEi 91 w 9 ---------------- ST� ----- -- MI. Exhibit T Environmental Rcmediation Per Phase II ESA Tank Battery Area— Removal & Disposal = $14,000.00 Unknown Material and Soil Removal at Tank Farm = $2,500.00 Well Abandonment = $18,000.00 (allowance includes the closure of the two existing above ground wells identified during field reconnaissance). Total = $34,900.00 NOTE: The estimate is an estimated cost obtained by the City. The City agrees to complete the Environmental Remediation listed above at the City's sole cost even if it exceeds the above estimate. 132159165681; 328535.4} T -1 EXHIBIT U Projected Value of Briarcliff Horizons Improvements H a °-E.a �E � . €� I-g Am 3 ---------- RAkEE.9 %ELF AA.W¢8. „.a Cy E »P �....� ............. ^ » «- x « «x «. »»»..»xxxx 0017f MROOR alai agawaa�ang R 5RRR5RRA�RR�R�R�RRRRR�fl ��j II{IIK�xE3n�ll?4iaSla��:ll{m U -1 8 �------- - - - - -. x « «x «x------- ------ - - - - -. #� .....;a- .......... . . a � a e a J im s - - - - -- « ------ -x - - -x x. gyy- x «x «x» - xxxwxxxxxx - ». � xx »x « «x »--- -- - - -. E � gg S_� Y MMIF�� - »«- »--- --- - -- - -` .................. AeaA��eA� ®aeY « » 6 �a3�s " ............ . - _- » - -7- 7777 ...x-- - -. -x« xxxx -x 3 ---------- RAkEE.9 %ELF AA.W¢8. „.a Cy E »P �....� ............. ^ » «- x « «x «. »»»..»xxxx 0017f MROOR alai agawaa�ang R 5RRR5RRA�RR�R�R�RRRRR�fl ��j II{IIK�xE3n�ll?4iaSla��:ll{m U -1 8 a � e a J im xxx � E � 9 S_� Y MMIF�� 3 ---------- RAkEE.9 %ELF AA.W¢8. „.a Cy E »P �....� ............. ^ » «- x « «x «. »»»..»xxxx 0017f MROOR alai agawaa�ang R 5RRR5RRA�RR�R�R�RRRRR�fl ��j II{IIK�xE3n�ll?4iaSla��:ll{m U -1 i HIM - - - - - - - - - - . . . . . . . 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I - - - - - - - - - - - - - - - - - - - - - - - - - ............. ......................... ----------------------- ........... ---------- .... ....... - - ----------- --------------- « _ -« . . . . . . . ---------- --------------- RR R�RRRARHRRRR�RRRRARRR4R� --------------- $a 5 22 - - -' , \ !` --- - -- eaa = == " " " " " " " " ~ "..". - -------------------- \ , ! ......................... | | |||* ! |; | ; |!''' \ ......................... &EQQ2222222T2 } !!!!!!!! ! .. « &&QQQQ222222T - § ! § § § §§ §2222227 ! ; ; ; ; ; ; ; ; ; ; ; ;TZT «T:TZT<>" |� |� #R##@# � ;�, �•�� <,!. _ ._.. _ . GG R] )G ! $a R#aRbReE! �, .......................... || ,,, 4l, §t!t!!!•!!, ; T7TZT}T §§ Tii( i :TTTRegT: ! ......................... | §QQ § §Q§K&&3E R@RCR©a4R #r! 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"al §.. l1ES9 a ee.n211t?1 "a T���g6E�11 byw3 9 � i, E�� 11?�.�1e15. §.r R.1.l ame =. o.l §211 e2 € ,3a5aeaa6;11121 - ..... 411 .. ............. ......... 15.11$41141! i 13511E ?!'z 21� ®1E .. -- - 664 -6-&5 6ACgssse e ..Y1 §.111111 §11 1.1 0114111.: i - • 5 --- ----- --- -- - - - - -- $� .. ................... 4 --------- -------- -- --- --- �F § $$ °El�xld'a "a 10 1 &1S 1E € 4@ @52 as' A SSa 9 c ,...... ip ..444944444444444....,.., 4 f S5 ^_ ^_SSYFYnYS!A ^_ 9 ----- _--- - p S p Yf p C p Y A Y R pP FY ARAAACAAWAA�1 %RPAAL1Wmmmf 3$ css.a§�- : € @5;5A5g15s5 =1 2q`q q ]'Ali I s'lY ^gs41,4 R A U -5 ` - - + _ _x__x �F[.S WAfA A9iRT #f }T -- ------ - ----- .., �� xsiase;RaF.s a� °.RB. ------------------------ a -- - - -- ..RR9RR!HH.RHE.REHE.. �� 91q &WW_ ?U4WARRA W.p ���„ + --- x- ---- -- ----ww p ....... i.. �..i....i ... i x- nxxnx_n- x__n__+_nn+xx« a - • r + ne re� z Y" 2$ `a h IEf gy K9 AT s3A A ; eel AA 3e TA -- - - - - - - - - - - - - - - - -- - - -- - �' ---------- - -- --n - .. - --- ... .... ......... ------------------------ a.TR9T'R£RS£='£3. =R£A 9.RRSk 9�A�A�AA!iAv ?AA3:!9 =34 I .................... ] e1 ........................ l 939. f G 3 %kHa4! =_bzAA A.k R °d3'a3.5 9RA'RR:y DOSC`c 339 9 ?9w3 °,' �9 6 » - - - - � � 9?HA f. 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H£°9 fo n isi MUM °3x35!333$3 . •-- - -- Aii aE399£9R393 °9 a� . i_58954 "vAAE3SA33$AA skKSg {iF65i54UE�F €alcASk ffi 7pf •9R•. R >S'a a9 «R „3,9£RR9 T� ----- Y ... 89:8$3333333 A 63333 ----_ __ -- --- ----------------------- # p ..9H.A£fA.i921114F8,i8R CC •••• : °fAA3A$A339AES T ? SWR % %SSRTR ° %R %Y %T.�t �� .,....Rf 3. f,f ?SRfffSfff3ff S A9AAd39A939K$6A9 §9 § A p �L� ------------- - £3R s f RAR£ 3igaiK$@.iln£i I.RR§ AAA 3� 8AE4�RA fAF a -- i RR - 9£9ig9iiie9£i . iiiai p � $ 2 $krW93$'3'r 3f ° T_93$2 "e 8812 ]5 $ ?_HR9Ra #p9cA�K�£9zzSAAE£ --- -- - - -- .cx.f 97�A9H "a H3Ai =Ai ------- . _ass "- 3a33$H3S k ----------------- + . - _n -. � ? 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JIM ---------- o ............. WWI N A A ! $ ------------------------- ------------------------- I -- - -- --- - - -- -- ------------------------- --------------------- ;; --j 7 - :.jj M - - - ............... ----- --- - ------------ ------------------ ••••_ ]. ------------------------ t Y ------------------------ Ali n manni wuspp ------------------------ ------------------------ - ------------------------ ----------- r - - - - - - - - ------ - - -- -- - - -- S I I I Mmnf"Xv .Al HmlgwiiUR ........ ............... --- --------------------- 1% 5 im His da - ------ ------ 1, �AFSRWRRP6RaR�AYfRRRAR'kA gfig'.999 U-9 i ----------------------- --------------------- 1-1"1-1 "IM11 ----------------- 77 - 77 - 7 - - - - - - - - - - - - i.... » » »» - - - - - iiiii9iiiiii I ............... " I I.-I.- I. HIM!! E U-10 C Assumptions: Industrial Land Value at to 52.65 PSF Industrial Absorption mmmences Immediately Industrial Absorption IC years Industrial TIF at $1.10 Office Pmjecl Abssrption delayed start 4 years ON" Absorption Takes 20 Years Office Lard Value at $2.85 PSF Office TIF at $2.25 PRSF Cey receives $1150 PSF for aN lard saki. Assumptions: Ird.vier Lard Value kmarad to $2.M PSF Indsutrlal Absorption delayed by 3 yearn Industrial Absorption extended m 15 yaws Lem 10 years Industrial TIF Income Lowered to $1.00 PRSF Office Project Abssrption delayed by 3 yeas (7 years versus 4 yeah. Office Lard Value dropped to $1.50 PSF Office TIF lowered M $2.00 PRSF City recerves $0.50 PSF for all laud sales Assumption. Industrial Land Value lowered to $2.40 PSF Indsutrial Absorption delayed by 2 years Industrial Absorption ederded to 13 years from 10 years Industrial TIF Income at $1.10 PRSF Office Project Aboorpton delayed by 2 year (6 years versus 4 years, Office Lard Value dropped to $2.00 PSF Ofice 77F lowered to $2.10 PRSF City rocute c $0.50 PSF for aff lard sales Basellrra - Proforma Combined Industrial & OlOrm InduatrW R.,au Egwtylnvesmml Land Proceeds TIF In,. CeM 2011 $ 16,403,724) E $ (8.403,724) 2012 $ $ 1126,026 S - $ 1,128,028 2D13 $ - $ 1,146510 S 34,239 E 1.180,749 2014 $ 12,213899) $ 1167,301 S 52129 $ (994,469) 2DIS $ - $ 2,032,214 $ 7D,547 $ 2,102,781 ZD16 $ - $ 2.D66.291 S 143,600 $ 22M 890 2117 $ - S 2.100,879 S 191.376 $ 2292254 0018 $ - $ 2,135,980 S 240.553 It 2.376,538 2019 $ - S 2171,019 $ 291.162 $ 2.4112781 2020 S 11,277,9721 S 2D03,432 $ 343,235 $ 1,068,695 2021 S - $ 1,939,677 $ 396,X5 $ 2,336,482 2012 I$ - $ 501,898 E 432,331 $ 994,279 2023 S - 5 570,327 $ 488,833 S 1,039,160 2024 S - $ 578,082 $ 508,333 $ 1,085,214 2025 $ - $ 587,565 $ 544.852 S 1,132,417 2D28 $ - $ 598,378 $ 584.413 E 1,180,792 2D27 S (4,104.759) $ SD5,324 Is 625,039 $ (2,974,396) 2028 S - S 1,024,007 $ 866.751 $ L690,758 2D29 S - E 1,039,367 S 709,575 S L748,941 203D $ - $ 1,054,957 $ - 9 Iosa51 2031 $ - $ 1,070,782 $ - $ 1,070,782 2UB2 $ - $ 719494 S - S 719,494 2033 S - S 661968 s - S 8818Bs 2034 $ - $ 671,846 S - $ 671.816 20:15 S S - S - S - Towle $(14,000,353) $ 23,453,683 S 6,301,771 415,755,100 5,824,861 Net Presam Value at 12% at 12% $3,002,090 ($288,169) 1FIF4 IRR 19.8% 11.3% Assumptions: Industrial Land Value at to 52.65 PSF Industrial Absorption mmmences Immediately Industrial Absorption IC years Industrial TIF at $1.10 Office Pmjecl Abssrption delayed start 4 years ON" Absorption Takes 20 Years Office Lard Value at $2.85 PSF Office TIF at $2.25 PRSF Cey receives $1150 PSF for aN lard saki. Assumptions: Ird.vier Lard Value kmarad to $2.M PSF Indsutrlal Absorption delayed by 3 yearn Industrial Absorption extended m 15 yaws Lem 10 years Industrial TIF Income Lowered to $1.00 PRSF Office Project Abssrption delayed by 3 yeas (7 years versus 4 yeah. Office Lard Value dropped to $1.50 PSF Office TIF lowered M $2.00 PRSF City recerves $0.50 PSF for all laud sales Assumption. Industrial Land Value lowered to $2.40 PSF Indsutrial Absorption delayed by 2 years Industrial Absorption ederded to 13 years from 10 years Industrial TIF Income at $1.10 PRSF Office Project Aboorpton delayed by 2 year (6 years versus 4 years, Office Lard Value dropped to $2.00 PSF Ofice 77F lowered to $2.10 PRSF City rocute c $0.50 PSF for aff lard sales ConaervatWe Combined Industrial & Office ImLabd Project FquityI.crnenl Laid Proceeds TIF lrx n. Cech Flow 2011 $ (5,403724) $ E $ (8403,724( 2012 $ - $ - S - S - 2013 $ - $ 498,470 E 10,531 S 509,091 2014 $ (2218X9) $ 508,343 E 21,378 $ (1,884,179) 2015 $ - S 518,364 § 32,548 $ 550,912 2016 $ - $ 528,535 E 44,048 $ 672.584 2017 § - E 861,685 S 60,854 $ 942,339 2018 $ - S 879,130 S 118 me $ 967,418 2019 $ - S 60..836 E 157,155 $ 1,053,991 2020 $ (1,277,972) $ 916,806 $ 197,099 $ (166,064) 2021 $ - E 933,057 S 236,216 $ 1,171,256 2922 E - S 951,565 $ 280,503 $ 1,232,087 2023 S - 8 970,358 $ 324814 $ 1,294,372 2024 $ - S 989,432 $ 368788 $ 1,388200 2025 S - S 1,008793 $ 414,791 $ 1,423,584 2028 $ - $ 1,028444 $ 462,112 $ 1,499,657 2027 $ (4,104,759) $ 1,048,390 $ 510,700 $ (2,546,609) 2028 $ - S 405,485 $ 547,596 S 953,061 2029 $ - $ 413,871 $ - $ 413,971 2030 $ - $ 421,999 $ - S 421.999 2031 S - $ 430,453 S - 8 430.453 2032 $ - $ 439,033 S - E 439.033 2033 $ - $ 447,742 $ - $ 447,742 2034 S - S 456.582 $ - S 456,582 2035 S - $ 465,554 S - $ 465,554 Totals $(14,000,353) $ 16,016,703 $ 3,808,512 $ 5,824,861 Nm Present Value at 12% at 12% ($2.924,881) ($288,169) RR IRR 5.3% 11.3% Assumptions: Industrial Land Value at to 52.65 PSF Industrial Absorption mmmences Immediately Industrial Absorption IC years Industrial TIF at $1.10 Office Pmjecl Abssrption delayed start 4 years ON" Absorption Takes 20 Years Office Lard Value at $2.85 PSF Office TIF at $2.25 PRSF Cey receives $1150 PSF for aN lard saki. Assumptions: Ird.vier Lard Value kmarad to $2.M PSF Indsutrlal Absorption delayed by 3 yearn Industrial Absorption extended m 15 yaws Lem 10 years Industrial TIF Income Lowered to $1.00 PRSF Office Project Abssrption delayed by 3 yeas (7 years versus 4 yeah. Office Lard Value dropped to $1.50 PSF Office TIF lowered M $2.00 PRSF City recerves $0.50 PSF for all laud sales Assumption. Industrial Land Value lowered to $2.40 PSF Indsutrial Absorption delayed by 2 years Industrial Absorption ederded to 13 years from 10 years Industrial TIF Income at $1.10 PRSF Office Project Aboorpton delayed by 2 year (6 years versus 4 years, Office Lard Value dropped to $2.00 PSF Ofice 77F lowered to $2.10 PRSF City rocute c $0.50 PSF for aff lard sales Mi6Leve1 Combined Industriml &Office Industrial Prefect Equity Inveftent Lmtl Proceeds Tir ln=e Cash w 2011 $ (B,4C8,724) $ - $ - $ (8,403,724) 2012 $ - E 713,560 $ 13,189 $ 726,749 2013 $ - $ 727,048 $ 26,733 $ 753,781 2014 § (2213,899) S 74D718 $ 4D,700 $ (1,432,480) 2015 $ - S 754,593 $ meal $ X9,874 2016 E - S 1,237,151 $ 95,508 $ 1,332857 2017 $ - 8 1210,596 5 137,132 $ 1997,728 2018 $ - $ 1,284,393 $ 179,984 $ 1,464,377 2019 $ - $ 1308,547 $ 224,091 S 1,532.638 2020 $ (127 S 1,333,063 $ 209,481 $ 324,572 2021 S - S 1,357,947 $ 316,183 $ 1,674,130 20II S - E 1,383,204 $ 364,225 $ 1,747,42B 2023 S E t,408,840 $ 413.636 S 1,622,475 2024 $ - $ 1,434,850 $ 464,449 S 1,899,309 2025 S - $ 555,949 S 500711 it 1,068660 2026 $ - $ 586,411 E 537,957 S 1,104.368 2027 S (4,104.759) $ 5T7.D31 S 576.208 S (2.951,520) 2026 S - S 587,810 5 615,485 S 1203295 2029 $ - $ 598751 S $ 598,751 203D $ - $ X9,856 S - S 509,856 2031 S S 621,127 S - S 821,127 2032 S - S am 560 S - S 632566 2033 S S 644,180 5 - S 644.180 2034 S - $ 655,966 S - $ 855,968 2035 S - S 667929 S - S 667,929 Totas $(14,000,353) $ 21,662,116 $ 4,830.730 $12.492,483 Net Presem Value at 12% ($288,169) IRR 11.3% Assumptions: Industrial Land Value at to 52.65 PSF Industrial Absorption mmmences Immediately Industrial Absorption IC years Industrial TIF at $1.10 Office Pmjecl Abssrption delayed start 4 years ON" Absorption Takes 20 Years Office Lard Value at $2.85 PSF Office TIF at $2.25 PRSF Cey receives $1150 PSF for aN lard saki. Assumptions: Ird.vier Lard Value kmarad to $2.M PSF Indsutrlal Absorption delayed by 3 yearn Industrial Absorption extended m 15 yaws Lem 10 years Industrial TIF Income Lowered to $1.00 PRSF Office Project Abssrption delayed by 3 yeas (7 years versus 4 yeah. Office Lard Value dropped to $1.50 PSF Office TIF lowered M $2.00 PRSF City recerves $0.50 PSF for all laud sales Assumption. Industrial Land Value lowered to $2.40 PSF Indsutrial Absorption delayed by 2 years Industrial Absorption ederded to 13 years from 10 years Industrial TIF Income at $1.10 PRSF Office Project Aboorpton delayed by 2 year (6 years versus 4 years, Office Lard Value dropped to $2.00 PSF Ofice 77F lowered to $2.10 PRSF City rocute c $0.50 PSF for aff lard sales 1 2011 - 2 2012 (6,403,724) 1,126,026 (5,277,698) (5,277,698) 3 2013 1,146,510 34,239 1,180,749 (4,096,949) 4 2014 1,167,301 52,129 1,219,430 (2,877,519) 5 2015 (2,213,899) 2,032,214 70,547 (111,138) (2,988,656) 6 2016 - 2,066,291 143,600 2,209,890 (778,766) 7 2017 - 2,100,879 191,376 2,292,254 1,513,488 8 2018 - 2,135,986 240,553 2,376,538 3,890,026 9 2019 - 2,171,619 291,162 2,462,781 6,352,807 C 10 2020 - 2,003,432 343,235 2,346,667 8,699,474 N 11 2021 (1,277,972) 1,939,677 396,805 1,058,511 9,757,985 12 2022 - 561,898 432,331 994,229 10,752,214 13 2023 - 570,327 468,833 1,039,160 11,791,374 14 2024 - 578,882 506,333 1,085,214 12,876,588 15 2025 - 587,565 544,852 1,132,417 14,009,005 16 2026 - 596,378 584,413 1,180,792 15,189,797 17 2027 - 605,324 625,039 1,230,363 16,420,160 18 2028 (4,104,759) 1,024,007 666,751 (2,414,001) 14,006,159 19 2029 - 1,039,367 709,575 1,748,941 15,755,100 20 2030 - 1,054,957 - 1,054,957 16,810,057 21 2031 - 1,070,782 - 1,070,782 17,880,839 22 2032 - 719,494 - 719,494 18,600,333 23 2033 - 661,888 - 661,888 19,262,221 24 2034 - 671,816 - 671,816 19,934,037 (14,000,353) 27,632,620 6,301,771 19,934,037 1 2011 C W 2 2012 (239,580) (6,088,742) (2,500,000) - (8,828,322) (8,828,322) 3 2013 (239,580) 20,700 - 308,150 89,270 (8,739,052) 4 2014 (239,580) 31,500 - 469,158 261,078 (8,477,974) 5 2015 (381,150) 42,300 (2,105,003) - 634,927 (1,808,926) (10,286,900) 6 2016 (381,150) 59,400 - - 1,021,934 700,184 (9,586,716) 7 2017 (381,150) 76,950 - - 1,310,601 1,006,401 (8,580,315) 8 2018 (381,150) 94,050 - - 1,607,697 1,320,597 (7,259,718) 9 2019 (381,150) 111,150 - - 1,913,412 1,643,412 (5,616,306) 10 2020 (381,150) 128,250 - 204,355 2,227,936 2,179,391 (3,436,916) 11 2021 (381,150) 145,350 (1,215,112) 304,820 2,551,465 1,405,374 (2,031,542) 12 2022 (141,570) 192,450 - 374,599 2,708,032 3,133,510 1,101,968 13 2023 (141,570) 953,100 - 380,218 2,868,721 4,060,469 5,162,437 14 2024 (141,570) 959,775 - 385,921 3,033,622 4,237,748 9,400,185 15 2025 (141,570) 965,375 - 391,710 3,202,824 4,418,339 13,818,523 16 2026 (141,570) 1,543,900 - 397,586 3,376,419 5,176,335 18,994,859 17 2027 - 235,125 - 403,549 3,554,502 4,193,177 23,188,035 18 2028 - - (3,902,856) - 3,737,168 (165,688) 23,022,347 19 2029 - - 3,924,514 3,924,514 26,946,861 20 2030 - - - - - 26,946,861 21 2031 - - - - - - 26,946,861 22 2032 - - - 367,349 - 367,349 27,314,210 23 2033 - - - 441,258 - 441,258 27,755,469 24 2034 - - - 447,877 - 447,877 28,203,346 (4,094,640) 5,559,375 (13,311,713) (2,500,000) 4,099,243 38,451,081 28,203,346 * Includes $2 million in bonds bought back in February 2011. ** Reduction in levee assessments due to land sales are not included. * ** Electric & Water Construction are estimates Srr1r. 21107 A Rand, viroli 5112012 51112013 521/2014 v7/2Dls Sli016 5112017 91mig 51IM19 v12010 v112A21 winAin 5112013 5/1/2104 31121p15 511120_6 5/121127 B.11. Blom Prymml 23.775,000 22,810.0011 21.8UU,000 2,745,000 19,470,000 18.140,0011 16,750,000 15.295,000 13.710,000 12,1700011 10.490.000 R,975,0011 7,1135,(W S,IM.MO urn," 90,0011 - Priltidpdits , 965,000 1.010.00D 1.055AW 1,275AW 1,330A0 1,390,000 1,455,000 1,525,000 1,60,000 1,620,000 1,615,000 1.90,000 1,935,000 2,030.000 2.130,000 90,000 - waNa 1,222,901 1.092.088 1.052638 1,005,162 947.723 997,938 225,399 752.619 676,392 396328 512.392 413,750 351.750 255,021 153,500 47,000 - B-I AM Pannonsm 22.810,000 21.80.011 20,745,OOD 19,470,000 12,10AM 16,750,000 15,295,M0 13,77n,OM 12.170,000 10,490,00 8,975.00 7,MS,IMp 5,101.000 3,07,000 940,INM1 Balarlcs a a -30-22 9,975.000 Called Booms 015 -01 -22 10.091 Regina Pnnipal 118M.Ow Ba. a 5411 -21 6293.00 h9aea 443.750 POlame .l 43U -33 6.895.(X81 Ca1Xd Bade a 5411 -i3 140.000 Regular Prinipal 1.933.000 R.l. as 5- 01 -_ 4,R2U,000 Ime,a r 344,750 B.I. et 4-30-24 4.92,000 Culled Bowls at"1 -24 1511,UI10 I Regular Pnnipa[ 2A30.0A BW..1- -01 -'_4 2,640.00 A wean, N.., 241,UIM1 Bala,ac 1114- ,1(425 2. 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I. ...... ............. ------------------- V--- nmF W�u fr - - - - - - - - - - - - - - ------------- ------------------------- ff w- ---------------- ......................... --- ---------------- - - - - -• aka ssaea ®aaS�R RA. _5 Fig R 6 - U -17 ........... ---------- Hall ----------- --------------- zl��iRgRi ---------- --------- ------------------------- ------------------------- gg g ------------------------- ----------------------- \ ------------ @Na@@gag7RaP • \ R662 ......................... ! �99ee#ag °�RZ. ! SbR6@8R#R ! ZZ..- ::22...2.... ......... ;! .�//� \�// .......... ............... | .. ,,•1 ................. @\e2 / mmmmlm /222227 | ! \gRR2e ; .�.....--- .Z ............. h / / /\\\ 222222 !! ... / / \\ \ / ................ ', ;,• ................. '�! ......................... ! ;, ;.. ; ; ; ; ; ;! §„ ;!■ ;, ae � JJhR#9##gaN. ........ ................, \ /2it"iRM ' | ^ \ \Ill — - !• .......... ............... |E; . - ,.. § &.■ !§ ........................, .................. . ..... , °��.',•�- �•.r, °�,l.l,,. Gg Exhibit V Affidavit of Authority to do Work STATE OF MISSOURI ) ss: COUNTY OF ) AFFIDAVIT (as required by Section 285.530, Revised Statutes of Missouri) As used in this Affidavit, the following terms shall have the following meanings: EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of Missouri. FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99 -603. KNOWINGLY: A person acts knowingly or with knowledge, a) with respect to the person's conduct or to attendant circumstances when the person is aware of the nature of the person's conduct or that those circumstances enlist(; or (b) with respect to a result of the person's conduct when the person is aware that the person's conduct is practically certain to cause that result. UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law to work in the United States, as defined in 8 U.S.C. 1324a(h)(3). BEFORE ME, the undersigned authority, personally appeared who, being duly sworn, states on his/her oath or affirmation as follows: 1. My name is and I am currently the President of (hereinafter "Contractor"), whose business address i and I am authorized to make this Affidavit. 2. I am of sound mind and capable of making this Affidavit, and am personally acquainted with the facts stated herein. 3. Contractor is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with the following services contracted between Contractor and the City of Riverside: 4. Contractor does not knowingly employ any person who is an unauthorized alien in connection with the contracted services set forth above. 5. Attached hereto is documentation affirming Contractor's enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. 132159 / 65681, 328535.41 V-1 Further, Affiant saith not. Signature of Affiant Printed Name: Subscribed and sworn to before me this day of , 2011. Notary Public My Commission Expires: *PLEASENOTE: Acceptable enrollment and participation documentation consists of the following 2 pages of the E -Verify Memorandum of Understanding: (1) A valid, completed copy of the first page identifying the Contractor; and (2) A valid copy of the signature page completed and signed by the Contractor, and the Department of Homeland Security - Verification Division. 132159 /65681, 328535.4} V -2