HomeMy WebLinkAbout1503 Predevelopment Agreement VanTrust Real Estate BILL NO. 2017-001 ORDINANCE NO. 1503
AN ORDINANCE APPROVING AND AUTHORIZING THE CITY OF RIVERSIDE
MISSOURI TO ENTER INTO A PREDEVELOPMENT AGREEMENT.
WHEREAS,the CITY OF RIVERSIDE,MISSOURI ("City"), and VANTRUST REAL
ESTATE, LLC ("Developer"), a Delaware limited liability company authorized to do
business in the State of Missouri, collectively referred to as the "Parties", desire to enter
into a Pre-Development Agreement ("Agreement"), attached hereto as Exhibit A, and
incorporated herein; and.
WHEREAS, the City is the owner of those Parcels numbered 1-14 generally
depicted on Exhibit B, attached hereto and incorporated herein, consisting of approximately
230 acres ("Redevelopment Area"); and
WHEREAS, the Redevelopment Area is bounded by generally the North line of
Section 7, Township 50, Range 33 on the north, by Horizons Parkway on the east, and the
L-385 levee on the west and on the south; and,
WHEREAS, the Developer, in response to a Request for Proposals issued by the
City submitted to the City a redevelopment proposal for the Redevelopment Area
("Proposal"); and,
WHEREAS, the City reviewed the Proposal submitted by the Developer and
determined it was most responsive and superior to all other proposals submitted in
response to the RFP and will best accomplish the City's vision of development of its
property and benefit the citizens of the City of Riverside; and
WHEREAS, the Parties desire to further negotiate and finalize the details of the
business terms included in the Proposal in order to finalize those business terms that shall
be included in a master development agreement for the Redevelopment Area ("Horizons
West MDA"); and,
WHEREAS, before the Developer undertakes any Projects within the
Redevelopment Area, the Parties shall negotiate and enter into the Horizons West MDA;
and,
WHEREAS, Developer desires to negotiate and enter into an exclusive Horizons
West MDA with the City; and,
WHEREAS, the Board of Aldermen of the City has determined that approval and
authorization of the City to enter into this Agreement with the Developer prior to finalization
of the Horizons West MDA is in the best of the City.
WA 9079684.1
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN AS
FOLLOWS:
SECTION 1 — APPROVAL OF PRE-DEVELOPMENT AGREEMENT. The Pre-
Development Agreement is found to be in the best interests of the City and the orderly and
lawful economic development of the City and is hereby approved in substantially the form
as Exhibit A, attached hereto and incorporated herein, 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.
SECTION 2 — AUTHORITY GRANTED. The Mayor, the City Administrator, 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 comply with the intent of this Ordinance, and to carry out, comply with and
perform the duties of the City with respect to the Pre-Development Agreement.
SECTION 2—SEVERABILITY 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.
SECTION 3—EFFECTIVE DATE. This Ordinance shall be in full force and effect upon and
after its passage and approval.
PASSED AND APPROVED, this 3rd day of January, 2017.
Z4�� 4je.
Mayor Kathleen L. Rose
Robin Kincaid;City (Clerk
2 WA 9079684.1
PRE-DEVELOPMENT AGREEMENT
THIS PRE-DEVELOPMENT AGREEMENT ("Agreement"), is hereby made and
entered into this 3" day of January, 2017 ("Effective Date") by and between the CITY OF
RIVERSIDE,MISSOURI ("City"), a city and political subdivision duly organized and existing
under the constitution and laws of the State of Missouri,and VANTRUST REAL ESTATE,LLC
("Developer"), a Delaware limited liability company authorized to do business in the State of
Missouri,collectively referred to as the"Parties".
WHEREAS, the City is the owner of the land generally depicted on Exhibit consisting
of approximately 230 acres ("Redevelopment Area"), all of which is within the area commonly
referred to as the Horizons Business Park in the City; and
WHEREAS,the Redevelopment Area is bounded by generally the North line of Section 7,
Township 50, Range 33 on the north, by Horizons Parkway on the east, and the L-385 levee on
the west and on the south; and,
WHEREAS, the Developer, in response to a Request for Proposals issued by the City
submitted to the City a redevelopment proposal for the Redevelopment Area("Proposal"); and,
WHEREAS, pursuant to the terms and conditions contained herein, the Parties desire to
further negotiate and finalize the details of the business terms included in the Proposal in order to
finalize those business terms that shall be included in a master development agreement for the
Redevelopment Area("Horizons West MDA");and,
WHEREAS, the Developer and the City desire to complete additional investigations,
including, but not limited to, (i) analyzing the opportunity for a successful retail development
consistent with, or greater than,that described in the Proposal, and(ii)identifying the Factors, as
that term is defined in Section 3.6 of this Agreement,that must be addressed to the satisfaction of
the Parties prior to execution of the Horizons West MDA; and,
WHEREAS, before the Developer undertakes any Projects within the Redevelopment
Area,the City and the Developer shall negotiate and enter into the Horizons West MDA; and,
WHEREAS, Developer desires, as more specifically set forth in this Agreement, to
negotiate and enter into an exclusive Horizons West MDA with the City; and,
WHEREAS,the Board of Aldermen of the City having determined the Proposal submitted
by the Developer was most responsive and superior to all other proposals submitted in response to
the RFP, has authorized the negotiation of this Agreement and a Horizons West MDA with the
Developer.
NOW THEREFORE, in consideration of the performance by the City and the Developer
under the terms hereof, and for other good and valuable considerations, the City and Developer
hereby covenant and agree as follows:
I. RULES OF CONSTRUCTION. References to numbered or lettered articles,
sections and subsections refer to articles, sections and subsections of this Agreement unless
otherwise expressly stated. The words "herein", "hereof', "hereunder", "hereby", "this
Agreement" and other similar references shall be construed to mean and include this Agreement
and all amendments and supplements hereto unless the context shall clearly indicate or require
otherwise. Common nouns and pronouns shall be deemed to refer to the masculine, feminine,
neuter,singular and plural,as the identity of the person may,in the context,require.Any reference
to statutes or laws shall include all amendments, modifications or replacements of the specific
sections and provisions concerned.
H. DEFINITIONS
As used in this instrument, the following terms,when having an initial capital letter in the
text of this Agreement, shall have the following meaning:
2.1 Advisor Contracts: This term shall have the meaning set forth in Section 5.2.
2.2 Agreement: This Pre-Development Agreement, taken and construed as a whole,
as amended from time to time.
2.3 City: The City of Riverside,Missouri.
2.4 Developer: VanTrust Real Estate, LLC, a Delaware limited liability company,
authorized to do business in the State of Missouri, and its permitted successors and assigns.
2.5 Development Team: The City, the Developer and any other entity agreed to and
designated in writing by the Parties to be contractually obligated to the City and the Developer as
a developer of office, retail or industrial development, or a portion thereof, within the
Redevelopment Area,as approved by the City,which approval shall not be unreasonably withheld,
conditioned or delayed.
2.6 Due Diligence and Feasibility Study: Collectively, the inspections and tests
performed by Developer pursuant to the terms of this Agreement.
2.7 Feasibility Period: A period of ninety (90) days commencing on the Effective
Date,which period may be extended upon written agreement by the Parties.
2.8 Final Plan: The proposed plans for the construction of any specific office, retail
and industrial Project to be undertaken by the Developer within the Redevelopment Area,
including:
(a) the size and type of vertical improvements,
(b) the timing of the commencement and completion of such vertical
improvements,
(c) the specific public infrastructure required for each Project,
(d) the cost of construction of such public infrastructure,
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(e) the sources of revenue that will be used to pay for the cost of construction of
such vertical improvements and public infrastructure; and
(f) and any other terms the Parties agree should be included in the Final Plan(s).
2.9 Final Plans: Each Final Plan for each Project,collectively.
2.10 Horizons West MDA: This term shall have the meaning set forth in the Recitals;
2.11 Local TIF: A program,authorized by the Real Property Tax Increment Allocation
Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri, as amended,
that permits the use of a portion of new local property and sales taxes to assist funding the
redevelopment of certain designated areas.
2.12 Master Plan: The officially adopted City of Riverside Comprehensive Plan, and
any amendments or additions thereto.
2.13 Project or Projects: A proposal by the Developer for the development, or
redevelopment,of a Site.
2.14 Redevelopment Area: That area consisting of 230 acres+/-,generally depicted in
Exhibit A, generally bounded by generally the North line of Section 7,Township 50,Range 33 on
the north,by Horizons Parkway on the east, and the L-385 levee on the west and on the south.
2.15 RSMo: Revised Statutes of Missouri.
2.16 Scope: This term shall have the meaning set forth in Section 2.3.
2.17 Site: A specifically identified tract within the Redevelopment Area.
2.18 State TIF: A program,authorized by the Real Property Tax Increment Allocation
Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri, as amended,
that permits the use of a portion of new states tax revenues created by a project to assist funding
the redevelopment of certain designated areas.
2.19 Term: A period of time commencing on the Effective Date and expiring one
hundred twenty(120)days thereafter,unless sooner terminated pursuant to the provisions hereof.
III. PRE-DEVELOPMENT PROCESS
3.1 Independent Contractor. For purposes of this Agreement, Developer is an
independent contractor and not an agent of the City and, except as provided herein, neither the
City nor the Developer has the authority to make commitments on behalf of,or to legally bind the
other.
3.2 Feasibility Period.During the Feasibility Period,City hereby gives Developer the
exclusive right,at the Developer's sole cost and expense,to:
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(a) Perform certain pre-development studies and investigations, as set
forth in Exhibit B (collectively,the"Scope");
(b) Prepare the Final Plan(s) and submit the same to the City.
3.3 Term.
(a) City and Developer agree that during the Term, the Parties shall work
diligently and in good faith,utilizing commercially reasonable efforts,to:
(1) Finalize and reach agreement as to the Final Plan;
(2) receive approval of the Final Plan from the Board of Aldermen;
(3) negotiate and enter into the Horizons West MDA.
(b) If at any time during the Feasibility Period the City determines that a Final
Plan is not feasible for any reason, including, without limitation, due to unavailability of
any required public funding,the City may terminate this Agreement.
(c) If at any time during the Feasibility Period Developer determines that a
Final Plan is not feasible or that Redevelopment Area is not suitable to Developer, in
Developer's sole and absolute discretion, Developer may terminate this Agreement in
accordance with Section 3.3(b). The City shall have no obligation to cure any defect
concerning the Redevelopment Area.
(d) Unless otherwise expressly agreed in writing, neither party shall have
further obligations to the other hereunder following the Term.
(e) Any party desiring to terminate this Agreement, pursuant to this Section,
shall provide the other party with written notice of such termination. Upon the expiration
or termination of the Agreement, the Developer shall have no rights with respect to the
Redevelopment Area, and the City may pursue,in its sole discretion,development thereof
with any other person or entity.
(f) The Term of this Agreement may be extended by written agreement of the
Parties. Any party desiring to extend the Term shall make such request,in writing,to the
other party. Acceptance shall be made in writing, and such acceptance,by the other party,
shall not be unreasonably withheld.
3.4 Access. The City grants a license to Developer, its employees, agents and
contractors for access to the Redevelopment Area for the purposes of conducting the investigations
and tests described above,from the date hereof until the end ofthe Tenn.Developer,its employees,
agents and contractors shall use reasonable efforts to not disturb or disrupt the Redevelopment
Area unreasonably during the period of such investigations or tests. Developer shall defend,
indemnify and hold the City, its Mayor, the Board of Aldermen, its officials, employees agents
and outside professionals (collectively, the "City Indemnitees"), harmless from any loss, cost,
harm, liability, damage or expense which may be incurred or suffered by the City(or any of the
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parties indemnified hereby)arising out of or in connection with any activities of the Developer,its
employees, agents and contractors, on or in connection with the Redevelopment Area, except to
the extent arising out of the willful misconduct of City Indemnitees. Developer shall restore the
Redevelopment Area to substantially its previous condition after the completion of any such
investigations or tests.
3.5 Insurance. Prior to conducting any on-site inspection and testing of the
Redevelopment Area,other than mere visual examination, Developer shall obtain, and during the
period of such inspection or testing shall maintain, at its expense, commercial general liability
insurance, including a contractual liability endorsement, and personal injury liability coverage,
naming City as an additional insured, from an insurer acceptable to the City, which insurance
policies must have limits for bodily injury and death of not less than Two Million Dollars
($2,000,000) for any one occurrence and not less than Two Million Dollars ($2,000,000) for
property damage liability for any one occurrence. Prior to making any entry upon the
Redevelopment Area other than for visual inspection, Developer shall furnish to City a certificate
of insurance evidencing the foregoing coverages.The Developer has advised the City it will secure
such coverage from Philadelphia Insurance Company,which is an acceptable insurer to the City.
3.6 Factors. The Developer is going to conduct certain pre-development studies and
investigations in attempt to more accurately establish the public infrastructure needs and more
closely estimate the costs for such infrastructure proposed within the Final Plan.The Parties agree
that in addition to the resolution of public infrastructure needs and costs, it is also essential to
address and resolve certain other issues related to the Final Plan(s),including those issues set forth
in items (a) — through (n), below (collectively, the "Factors"). Prior to the expiration of the
Feasibility Period, the Developer and the City shall, utilizing commercially reasonable efforts,
attempt to resolve the following Factors:
(a) Conceptual plans and specifications for all Public Infrastructure,the estimated
cost of such Public Infrastructure needed to support each Project,and the allocation of such
costs;
(b) Designation of the members of the respective Development Teams for the
proposed Projects in the Final Plan(s);
(c) Retail market feasibility analysis on the viability, type, and timing for retail
development in the entire City;
(d) Refinement of the scope of each Project, including plans and specifications for
all improvements,and the proposed uses thereof;
(e) Development of a traffic plan associated with the development of the Projects
and adjacent and supporting development, including the method of financing of these
improvements, and the distribution of costs for each element of such plan;
(f) Refinement of the marketing strategy for the proposed Projects;
(g) Refinement of an anticipated absorption schedule for proposed Projects,which
shall be subject to changes in market conditions;
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(h) Construction schedule for both the public infrastructure and vertical
improvements for the proposed Projects, with allowance for appropriate phases of
construction given projected absorption rate;
(i) Identification of the appropriate financing mechanisms for the proposed
Projects and public infrastructure;
0) The method by which each Site will be transferred, including the form of the
purchase and sale agreement and the purchase price (or method for determining the
purchase price) for each Site;
(k) Allocation of the cost of public infrastructure to support the proposed Projects;
(1) Designation of development incentives that will be used to assist in the
financing of the Project (including but not limited to such incentives as Local TIF, State
TIF, Community Improvement Districts established pursuant to Sections 67.1401 thru
67.1571 RSMo, Transportation Development Districts established pursuant to Sections
238.200 through 238.275 RSMo, transient guest tax and CDBG Funds administered through
the Missouri Department of Economic Development) and the determination of the amount
of payments in lieu of taxes ("PILOTs") that will be assessed for the property within the
Redevelopment Area,for the proposed Projects(collectively"Development Incentives");
(m)Description of how streets and utilities within, or adjacent to, the
Redevelopment Area are to be addressed by the Final Plan, including the vacation of
streets,if necessary,and the relocation of utilities,if necessary; and
(n) Description of requested zoning changes to accommodate the proposed use of
each Site.
IV. GRANT OF,AND,EXCLUSIVE DEVELOPMENT RIGHTS
During the Term, the Developer shall have the exclusive right to (i) finalize the Final
Plan(s),and(ii)enter into the Horizons West MDA with the City.
V. REDEVELOPMENT TEAM AND ADVISORS
5.1 Advisors. Pursuant to the Developer's Due Diligence and Feasibility Study, the
Developer shall have the right to seek the advice and consultation of such third parties as it deems
necessary,including without limitation,architects,traffic engineers,environmental companies and
companies that perform market or feasibility studies ("Advisors") pursuant to one or more
contracts between Developer and such Advisors(the"Advisor Contracts"). The Developer shall
be responsible for all costs related to such advice and Advisor Contracts.Upon request,Developer
shall provide a copy of all Advisor Contracts to the City.
5.2 Costs. The Parties agree the Developer shall be responsible for the cost of all
Advisor Contracts entered into by the Developer in furtherance of the Developer's Due Diligence
and Feasibility Study on behalf of the Development Team unless otherwise agreed to in writing
by the Development Team.
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5.3 Work Product. All work product, inspections, reports, studies, and the like
generated by or on behalf of Developer in the conduct of the Developer's Due Diligence and
Feasibility Study(collectively,the"Developer Information")shall remain the sole and exclusive
property of Developer unless it is provided to the City(Developer having no obligation to provide
Developer Information to the City), in which case said Developer Information shall be subject to
the provisions of Chapter 610 of the RSMo. In no event other than compliance with Missouri State
law, including but not limited to Chapter 610 RSMo, shall the City be entitled to rely on or
distribute the Developer Information to any other party without Developer's prior written consent,
which consent may require reimbursement to Developer of costs incurred in connection therewith.
VI. AGREEMENT STAGE
6.1 After the expiration of the Feasibility Period, the Parties shall negotiate in good
faith the terms of the Horizons West MDA. Although the specific terms of such Horizons West
MDA must be negotiated between the Parties,the Parties presently believe that such terms will be
based on the Proposal and must finalize, at a minimum,the following matters:
(a) Factors as defined in Section 3.6 of this Agreement and as set forth in the Final
Plan(s); provided, however, the City has no obligation to accept the terms of the Final
Plan(s), and, until such time as accepted, the City expressly reserves the right to reject
and/or renegotiate all or any party of any Final Plan(s).
(b) Depending upon the types of Development Incentives that are used, it will be
necessary to address the relative responsibilities of complying with the requirements
related to those laws.This may include such things as the creation of redevelopment plans
and/or relocations plans, and the completion of feasibility studies.
(c) Customary terms, including, without limitations, representations and
warranties, indemnification obligations, and insurance requirements.
(d) Any other matters that either party deems appropriate.
The obligation of the Parties to proceed beyond the Term is dependent upon the Parties entering
into the Horizons West MDA prior to the expiration or termination of this Agreement.
6.2 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 during the Term of this Agreement,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 has full right, title, authority and capacity to execute, deliver and
perform this Agreement and to consummate all of the transactions contemplated herein;
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(c) 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;
(d) 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.
6.3 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 during the Term of this Agreement,
unless an earlier termination date is specified with respect to a particular representation and
warranty:
(a) The Developer is a Delaware limited liability company duly organized,validly
existing and in good standing and is authorized to do business under the laws of the State
of Missouri;
(b) The Developer has all requisite power and authority to carry on its business as
now being conducted;
(c) The Developer is not prohibited from consummating the transactions
contemplated in this Agreement,by any law,regulation,agreement,instrument,restriction,
order or judgment;
(d) 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;
(e) 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.
6.4 Survival of Representations and Warranties. All of the representations and
warranties of the Parties under this Section VI shall survive the termination of this Agreement.
VII. GENERAL PROVISIONS
7.1 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.
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7.2 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.
7.3 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.
7.4 Authorized Employees. Developer 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.
Developer 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.
7.5 Successors and Assigns.
(a) This Agreement shall be binding on and shall inure to the benefit of the
parties named herein and their permitted successors and assigns; and
(b) The rights, duties and obligations of the Developer under this Agreement
may not be assigned without the City's prior written approval, provided however, the
Developer may assign this Agreement to any entity under common control with Developer
without the City's prior approval but with notice to the City. 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:
(1) the City has approved,by ordinance,(i)such specified assignee(the
"Assignee") and (ii) for the form of 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
(the"Assumption Agreement"),and
(2) the Assignee and the City have executed such Assumption
Agreement.
(c) All assignees of the Developer's rights under this Agreement shall expressly
assume and be fully bound by the obligations of the Developer hereunder.
7.6 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 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.
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7.7 Notices. All notices, demands, consents, approvals, certificates and other
communications required by this Agreement to be given by any parry hereunder shall be in writing
and shall be hand delivered or sent by commercial courier 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; 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
electronic mail,telecopy or fax machine, such notice shall be deemed given at the time and on the
date of transmittal, or if sent after 5:00 p.m. Central Time,then on the next Business Day.
In the case of the Developer,to:
David Harrison
4900 Main Street, Suite 400
Kansas City, Missouri 64112
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
7.8 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.
7.9 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.The Parties agree that the 6a'Judicial Circuit
Court, located in Platte County, Missouri, shall have sole jurisdiction to enforce the terms of this
Agreement.
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7.10 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, 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.
7.11 Counterparts.This Agreement may be executed in multiple counterparts,each of
which shall constitute one and the same instrument.
7.12 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.
7.13 Intentionally Deleted.
7.14 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.
7.15 Consent or Approval.Whenever the consent or approval of any party is required
under this Agreement, such consent or approval shall not be unreasonably withheld or delayed.
7.16 Confidentiality. City acknowledges that Developer Information may be
confidential and proprietary and shall not use the Developer Information for any purpose other
than in connection with, or that may arise from, Developer's pursuit of the Projects. Unless
otherwise required by state law, the City shall not disclose the contents of any Developer
Information to any person or entity other than City's employees and attorneys who agree to keep
confidential information confidential.Unless otherwise required by state law,the City shall make
no public announcement or disclosure of any information related to this Agreement, without the
prior written specific consent of Developer.
[Remainder ofpage intentionally left blank.]
11
12
IN WITNESS THEREOF,the Parties have caused this Pre-Development Agreement to
be duly executed as of the date first above written.
CITY OF RIVERSIDE,MISSOURI
BY: _ y� /1. _ _ 1
AY G��i�MAYOR
«
"y
9
VANTRUST REAL EST LC
BY:
13
EXHIBIT A
DEPICITION OF REDEVELOPMENT AREA
14
Riverside 13orrsom land Dcvebps nt RFP
Pamel Tab tn6om tion
r...:
Pucel k _'01S Ie c 2015]nn-
Map ID* - Assas is Ies ee Inixs
1 23.3.0-0]-000-000-019.000 S$79En•
} 41 st Street
z DJ.0.07-006000-010.000 S300ro Nr
1 � 4�••� 3 21-3.0-07.006000-005.000 $i0.4tt_ Sn'
, rlt ,�.. + 4 ]3.3.0-07-006000-004.000 S11St, S".
,0., If
'= -- 5 23-3.0.01-006000-003.000 51 I.21 S St'
6 23-30-06-006000-003.004 SO
S 7 23-3.0-07-000.000-006000 EY y90 Nt•
i
a D-3.0.0.1-006000-006.001 11,11
Y
d 9 ]3.3.0.0]-006000-00].000 P781 Sn•
10 73.3.0-0]-006000-006.000 S;.-X3 So'
U N
Y 11 23-3.0.07-006000.009.000 S3'.513 SO.
3 401
1 2 _ 12 23-3.0-0'1-000.00 0-016 000 SI4629 1'
13 23.3.0.07-006000-015.000 $21,275 SO•
CCC 14 23.3 LM7-0O60004114.000 $13,319 EO'
•Tax Eungr—Owned b�Cm or InduslrWOevclopnxnt Authorrt}
14 11
10
13
Tied to 11 -
12 _ -
I,J=T
V•c•Ar �
EXHIBIT B
DEVELOPER'S SCOPE OF WORK
15
EXHIBIT B
DEVELOPER'S SCOPE OF WORK
Due Diligence Scope Anticipated Consultant
Title Report First American Title
ALTA Survey w/Boundary&Topography Bartlett&West Engineering
Environmental Phase I [TBD]
Wetlands Determination [TBD]
Endangered Species Study [TBD]
Traffic Study(Once development plan is determined) [TBD]
Geotechnical Study [TBD]
Utility Service Confirmation [TBD]