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Home My WebLink About2007-090 - Selecting Developer for West Platte Road TIF`~~ i ~ BILL N0.2007-90 ORDINANCE N0.2007-90 ~. ORDINANCE S ~ ECTING A DEVELOPER TO IMPLEMENT THE WEST PLATTE ROAD~REDEVELOPMENT PLAN, APPROVING A REDEVELOP119EENT AGREEMENT, AND APPROVING OTHER ACTIONS RELATED TII~ERETO. WHEREAS, pursuant to the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri, as amended (the "Act"), the Tax Increment Financing Commission of Riverside, Missouri did recommend, after a public hearing on May 23, 2007 and pursuant to Resolution 2007-OS-02 adopted May 23, 2007, and the Board of Aldermen of the City did approve, pursuant to Ordinance 2007-69 adopted July 3, 2007, the "West Platte Road Redevelopment Plan" (the "Redevelopment Plan"); and WHEREAS, the City desires to select Briarcliff Development Company as developer to implement the Redevelopment Plan pursuant to a mutually agreeable redevelopment agreement; and WHEREAS, the City desires to enter a redevelopment agreement with Briarcliff Development Company; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Briarcliff Development Company is selected as the developer to implement the Redevelopment Plan, subject to the execution of a mutually agreeable redevelopment agreement ~-' between such developer and the City on or prior to September 30, 2007. Section 2. The Redevelopment Agreement, in substantially the form attached as Exhibit A (with such changes, additions and deletions as maybe approved by the officer executing such document, such execution being conclusive proof of such approval), the execution and'delivery of such agreement, and the performance of the City's obligations thereunder are approved. The Mayor is authorized and directed to execute and deliver such Agreement on behalf of the City. Section 3. The Mayor, the City Clerk and other officers and agents of the City are hereby authorized and directed to execute all documents and take such steps as they deem necessary and advisable in order to carry out and perform the intent of this Ordinance. Section 4. This Ordinance shall take effect immediately upon passage. PA, USED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri this y of August, 2007. a een L. Rose, Mayor .~' Ir ~ 4~,,, X95 i _~ ,, . ~~~ i~~1CT~~~~~; ,, . ~ YAr" Pt.PdIE: ':.' 1CERTi~Y~IHSTitUMLN1 ritCtIVED 1001 puG i 7 P 3~ 56 ~LORIA(80YER pL 0. R COROE ~~.zS Title of Document: Date of Document: Grantor: Grantor's Address: Grantee: Redevelopment Agreement August 14, 2007 Briarcliff Development Company 4151 N. Mulberry Drive, Suite 205 Kansas City, Missouri 64116 City of Riverside, Missouri Grantee's Address: c/o City Administrator City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Legal Description: See Exhibits C and D Please return recorded document to: /Deborah A. Polk J Armstrong Teasdale LLP 2345 Grand, Suite, 2000 Kansas City, Missouri 64108 r 013420 i r + O. ,~fl ;~ C \~ i REDEVELOPMENT AGREEMENT Between the CITY OF RIVERSIDE, MISSOURI and BRIARCLIFF DEVELOPMENT COMPANY Relating to: WEST PLATTE ROAD REDEVELOPMENT PLAN Dated as of August 14, 2007 ~• r ~' ,~ -~~ TABLE OF CONTENTS i ARTICLE I. DEFINITIbNS 1.1 Definitions ...:.......................................................................:........................................... 2 1.2 Other Definitions ............................................................................................................. 5 ARTICLE II. SELECTION OF DEVELOPER 2.1 Developer Designation .........................................................................:.......................... 6 ARTICLE III. CONSTRUCTION OF REDEVELOPMENT PROJECTS 3.1 Acquisition of Property ................................................................................................... 6 3.2 Condemnation .................................................................................................................. 6 3.3 Relocation ........................................................................................................................ 6 3.4 Developer to Construct the Redevelopment Projects, Required Approval ..................... 6 3.5 Governmental Approvals and Grading Permit ................................................................ 8 3.6 Planned District, Construction Plans; Changes ............................................................... 8 3.7 Certificate of Substantial Completion .............................................................. '............. 9 3.8 Rights-of--Way and Easements ........................................................................................ 9 3.9 Owners/Tenant Selection ................................................................................................. 9 ARTICLE IV. REIMBURSEMENT OF REIMBURSABLE PROJECT COSTS 4.1 City's Obligation to Pay or Reimburse Developer ..........................................................9 4.2 Advancement/Payment of Costs ....................................:.................................................10 4.3 Procedure for Reimbursement .....:...................................................................................10 4.4 Limitations on City's Obligations ...................................................................................10 ARTICLE V. NEIGHBORHOOD IMPROVEMENT DISTRICTS 5.1 Developer's Obligation to Assist in the Formation of One or More Neighborhood Improvement Districts .......................................................: ..................... 10 5.2 Uses of Special Assessments ........................................................................................... 12 5.3 Construction ..................................................................................................................... 12 5.4 Completion of Construction/Verification of Costs .......................................................... 12 5.5 Financing and Reimbursement~ ........................................................................................ 13 5.6 Recording ......................................................................................................................... 13 5.7 Cooperative Covenants to Be Placed in All Contracts of Sale ........................................ 13 5.8 NID Assessments ............................................................................................................. 13 5.9 Waiver .......................................................................................................:..................... 14 ARTICLE VI. SPECIAL ALLOCATION FUND; COLLECTION AND USE OF TIF REVENUES 6.1 Creation of Special Allocation Fund ...............................................................................14 6.2 Cooperation in Determining TIF Revenues .....................................................................14 6.3 Obligation to Report TIF Revenues .................................................................................14 6.4 TIF Bonds .......................................................~................................................................15 6.5 Transfers/Notice to City of Transfer ...............................................................................15 ~. :. c+ :vo •0 . ~. :es* T _~ i ARTICLE VII. GENERAL PROVISIONS 7.1 City's Right of Termination ................................................:...........................................15 7.2 Successors end Assigns ...................................................................................................16 7.3 Remedies .........................................................................................................................16 7.4 Force Majeure ..................................................................................................................17 7.5 Notices .............................................................................................................................17 7.6 Conflict of Interest ...........................................................................................................18 7.7 Inspection .........................................................................................................................18 7.8 Choice of Law .................................................................................................................18 7.9 Entire Agreement; Amendment .......................................................................................19 7.10 Counterparts .....................................................................................................................19 7.11 Severability .....:...........................:....................................................................................19 7.12 Representatives Not Personally Liable ............................................................................19 7.13 Release and Indemnification ............................................................................'.............19 7.14 Survival ............................................................................................................................20 7.15 Recording ..............:..........................................................................................................20 7.16 Maintenance of the Property ............................................................................................ 20 7.17 Cooperation .....................................................................................................................20 ARTICLE VIII. REPRESENTATIONS OF THE PARTIES 8.1 Representations of the City .............................................................................................. 20 ~.~ 8.2 Representations of the Developer ....................................................................................20 ii ~~: .. .. a ~' k~3 ~'.. • ~' ,~ EXHIBIT LIST i EXHIBIT A Form of Certificate of Reimbursable Project Costs EXHBIT B Form of certificate of Substantial Completion r EXHIBIT C Legal Description of Property EXHIBIT D Legal Description of Redevelopment Area EXHIBIT E Estimated Redevelopment Project Costs and Reimbursable Project Costs EXHIBIT F Form of Notice of Commencement of Construction EXHIBIT G Form of Agreement for Excavation, Grading, Hauling and Right-of--Way Use EXHIBIT H Legal Description of the City Acquisition Parcel EXHIBIT I Drawing Showing the Approximate Location of Linear Park EXHIBIT J Certificate of Substantial Completion/Verification of Costs -Public Infrastructure iii ,~: :.~ . O ~t0 ~~ r _~ REDEVELOPMENT AGREEMENT i THIS REDEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as of this 14`~ day of August, 20Q7, by and between the CITY OF RIVERSIDE, MISSOURI (the "City"), a City and political subdivi~on duly organized and existing under the laws of the State of Missouri, and BRIARCLIFF DEVELOPMENT COMPANY, (the "Developer"), a Missouri S-Corporation. (All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Article I of this Agreement.) RECITALS A. The Tax Increment Financing Commission of Riverside, Missouri ("TIF Commission") was created pursuant to Ordinance No. 95-64, adopted by the Board of Aldermen of Riverside, Missouri (the "Board of Aldermen") on September 12, 1995 in accordance with the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri, as amended (the "TIF Act"). B. On May 23, 2007 following a public hearing held on that date, in accordance with the TIF Act, the TIF Commission adopted a resolution approving the redevelopment plan known as the West Platte Road Redevelopment Plan (the "Redevelopment Plan") and recommending that the Board of Aldermen: (1) approve the Redevelopment Plan; and (2) approve and designate the Redevelopment Area , as a "redevelopment area" as provided in the TIF Act. ,_,a C. On July 3, 2007 after due consideration of the TIF Commission's recommendations, the ~ City adopted: (1) Ordinance No. 2007-69 designating the Redevelopment Area as a "redevelopment l h d ~' " opment e re eve as provided in the TIF Act, approving the Redevelopment Plan, and approving t area ~~ projects described in the Redevelopment Plan, adopting tax increment allocation financing for Redevelopment Project 1 and Redevelopment Project 6, and establishing the Special Allocation Fund; :tC and (2) Ordinance No. 2007-90 authorizing the City to enter into a redevelopment agreement with Developer, such ordinances being collectively, the "TIF Ordinances." D. The Developer desires to utilize neighborhood improvement districts to assist in the funding of certain Redevelopment Projects and the City desires to work with the Developer to establish such neighborhood improvement districts on the Property. E. The Board of Aldermen hereby determines that the fulfillment generally of this Agreement is in the best interests of the City, and the health, safety and welfare of its residents, and in accord with the public purposes specified in the Redevelopment Plan. F. Pursuant to provisions of the TIF Act and the TIF Ordinances, the City is authorized to enter into this Agreement. 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: ,~ l _ \ ARTICLE I. DEFINITIONS i 1.1. Definitions As used in this Agreement, the following words and terms shall have the following meanings: i "Agreement" means this Redevelopment Agreement, as the same may be from time to time modified, amended or supplemented in writing by the parties. ' "Approving Ordinance" means Ordinance No. 2007-69, designating the Redevelopment Area, approving the Redevelopment Plan, approving the Redevelopment Projects, adopting tax increment allocation financing for Redevelopment Project 1 and Redevelopment Project 6 and establishing the Special Allocation Fund. "Authorizing Ordinance" means Ordinance No. 2007-90 authorizing the City to enter into a Redevelopment Agreement with Developer. "Board ofA[dermen"means the Board of Aldermen of the City. . "Certificate of Reimbursable Project Costs" means the Cost Certification or an alternative document substantially in the form of Exhibit A, attached hereto and incorporated herein by reference, provided by the Developer to the City in accordance with this Agreement and evidencing Reimbursable Project Costs incurred by the Developer. "Certificate of Substantial Completion" means a document substantially in the form of Exhibit `--' B, attached hereto and incorporated herein by reference, issued by the Developer to the City in accordance with this Agreement and evidencing the Developer's Substantial Completion of the TIF Work, the Prerequisite Work and each Redevelopment Project. "City "means the City of Riverside, Missouri, a city and political subdivision duly organized and existing under the laws of the State of Missouri. "City Acquisition Parcel " means that pazcel described in Exhibit H attached hereto, which the City agrees to acquire for street right of way. "Construction Plans" means plans, drawings, specifications and related documents, and construction schedules for the construction of the TIF Work, together with all supplements, amendments or corrections, submitted by the Developer and approved by the City in accordance with and as required by this Agreement. "Cost Certification" means that certain cost certification, in the form of the Certificate of Reimbursable Project Costs, prepared by the Developer evidencing Developer Reimbursable Project Costs. "Developer" means Briazcliff Development Company, a Missouri S-Corporation, or its permitted successors or assigns in interest. "EATSAccount"means the Economic Activity Tax Account in the Special Allocation Fund. 2 ;~ :- ~. ».: O ,~D ;: ~' L "Econo~ic Activity Taxes" or "EATS" shall have the meaning ascribed to such term in Section 99.805 of the TIF Act but excluding the County's dedicated pazks sales tax and the County's dedicated special road sales tax. "Finance Officer";~eans the Finance Director of the City or her authorized agent. "Governmental.~pprovals"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 Redevelopment Projects related to the Redevelopment Area and consistent with the Redevelopment Plan and this Agreement. "Grading Permit" means the Agreement for Excavation, Grading, Hauling and Right-of--Way Use between the City and the Developer. "Inducement Resolution" means Resolution 2007-06 passed by the Boazd of Aldermen of the City on May 2, 2007 inducing the Developer, at its sole risk, to proceed to implement the Redevelopment Plan even though not all conditions precedent may have been met so that such implementation will not result in the disallowance of any otherwise valid Redevelopment Project Cost. "Linear Park" means the public park which Developer agrees to build in the locations substantially as shown on Exhibit I. The Lineaz Pazk shall include a pazk, a water feature and a monument sign. "Municipal Revenues" means, while the Redevelopment Plan remains in effect and, subject to annual appropriation, the total additional revenue (excluding Payments In Lieu Of Taxes and Economic ;' Activity Taxes) appropriated by the City for payment of Reimbursable Project Costs. `"- ~, "Municipal Revenues Account" means the account by that name created in Section 6.1 of this ~. Agreement. ' fill ,,~ ~: "Neighborhood Improvement District Assessment" means an annual assessment levied against p the Property for a period not to exceed twenty (20) yeazs that commences upon the authorizations of the ~' Developer and the City and terminates when those costs, including financing, if any, as set forth in Article V of this Agreement, have been paid. The Neighborhood Improvement District Assessment proceeds shall be used to fund Public Infrastructure. "NID Act" means Sections 67.453 to 67.475, RSMo., as amended from time to time. "Notice of Commencement of Construction" means a document substantially in the form of Exhibit F, attached hereto and incorporated by reference herein, delivered by Developer to the City in accordance with this Agreement and evidencing commencement of construction of the Redevelopment Project identified in such notice. "Payments in Lieu of Taxes " or "PILOTS" means payments in lieu of taxes as defined in Section 99.805 of the TIF Act. "PILOTSAccount" means the PILOTS Account in the Special Allocation Fund. "Prerequisite Work" means all infrastructure work, including streets, necessary to prepare for the construction of residential units in Redevelopment Project 2 and Redevelopment Project 3. ~~ 3 „~ `\ "Propert,~" means.the real property described in Exhibit C, attached hereto and incorporated ~ herein by reference, (including without limitation all options held by third parties, fee interests, leasehold interests, tenant-in-common interests and such other like or similar interests but excluding rights-of-ways) and existing improveme , s in the Redevelopment Area necessary for the implementation of Redevelopment Projects 2 Il-rough 6. "Public Infrastrt'cture" means utilities, streets, sidewalks, public trails and ancillary public structures approved by the City, all qualifying as an "Improvement" under the NID Act. "Redevelopment Area" means the real property described in Ezhibit D, attached hereto and incorporated herein by reference, comprising approximately 64 acres of land. "Redevelopment Plan" means the plan titled "West Platte Road Redevelopment Plan" as approved by the City on July 3, 2007, pursuant to Ordinance No. 2007-69, as such plan may from time to time be amended in accordance with the TIF Act. "Redevelopment. Project 1" means the demolition of the dilapidated commercial structures, removal of the mobile homes as well as the construction of the Linear Park along W. Platte Road, including landscaping, sodding, irrigation, lake construction, fountain, trails, acquisition of property, monument entry signs for the City of Riverside, and monument entry signs to the neighborhoods including the existing Indian Hill's subdivision and relocations, the cost of such work and improvements being estimated at approximately $2.1 million. "Redevelopment Project 2"means the construction of homes East of Valley Lane, approximately 15 single family homes priced from roughly $400,000 - $600,000 with a total estimated Redevelopment ~ Project Costs of $10,400,000. "Redevelopment Project 3" means the construction of the Condo Phase: approximately 150 condominium homes priced from roughly $100,000 - $200,000 with a total estimated Redevelopment Project Costs of $18,480,000. "Redevelopment Project 4" means the construction of the Cottage Phase: approximately 31 single family homes priced from roughly $200,000 - $300,000 with a total estimated Redevelopment Project Costs of $7,070,000. "Redevelopment Project 5" means the construction of the West of Valley Phase: approximately 41 single family homes priced from roughly $400,000 - $600,000 with a total estimated Redevelopment Project Costs of $17,600,000 "Redevelopment Project 6" means the construction of the Commercial Phase: approximately 75,000 sq. ft. of high quality single story commercial buildings with a total estimated Redevelopment Project Costs of $15,000,000. "Redevelopment Project Costs" shall have the meaning ascribed to such term in Section 99.805(14) of the TIF Act. "Reimbursable Project Costs "means those Redevelopment Project Costs identified in Exhibit E, attached hereto and incorporated herein by reference, in the estimated amount of $3,330,000, plus Financing Costs, and all Redevelopment Project Costs incurred by the City and the TIF Commission in considering and administrating this Plan. The parties agree that each of the categories of costs set forth in ~, Exhibit E, attached hereto and incorporated herein by reference, shall constitute Reimbursable Project 4 ,~~ ~1FCr ~' tD .~ m Cr? ,j;" ~~~. i "Related Entity" mans 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. ~' r "Relocation Plan" means the relocation plan of the City for the Redevelopment Area as contained in the Redevelopment Plan, in conformity with the TIF Act. ' Costs which aze eligible for payment or reimbursement in accordance with the TIF Act and this Agreement. • "Special Allocation Fund" means the City of Riverside, Missouri, West Platte Road Special Allocation Fund created by the Approving Ordinance, including a PILOTS Account, an EATS Account, and a Municipal Revenues Account. "Substantial Completion" means the stage in the progress of the TIF Work, the Prerequisite Work or the applicable Redevelopment Project when such work is sufficiently complete in accordance with the Redevelopment.Plan, the Construction Plans and this Agreement so that the property within the applicable Redevelopment Project can be occupied and utilized for their intended use; provided that as a condition precedent to Substantial Completion, the Developer has received all certificates of occupancy and any other permits, approvals, licenses and other documents necessary for the beneficial occupancy of the applicable Redevelopment Project. The residential area shall be deemed to be substantially complete upon the completion of construction of no less than 95% of the total number of homes in Redevelopment Projects 2 though 5. "TIF Act" means the Real Proper-ty Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the 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; and (2) Economic Activity Taxes. "TIF Work" means all work necessary to prepaze the Redevelopment Project Area and to construct or cause the construction of the Redevelopment Project 1 and Redevelopment Project 6 as specifically described in the Redevelopment •Plan and this Agreement including, but not limited to: (1) property acquisition; (2) architectural, engineering, soil and surveying; (3) demolition and site preparation including without limitation site re-grading and excavation and environmental remediation; (4) construction or re-construction of utilities improvements, including water distribution and service facilities, sanitary sewers, roads, stot~rr-water improvements, and electrical service facilities and street lights; (5) construction of a commercial development consisting of approximately 75,000 square feet of high-end commercial space and all associated landscaping and pazking areas; (6) construction of a linear pazk including, but not limited to, grading, retaining walls, lake areas, trails, water features, City signage, monument signage for the project including monument entry signs to the existing Indian Hill's neighborhood; and (7) irrigation, sprinkler systems, trees, landscaping and sod. 1.2. Other Definitions. Any work or term not defined herein shall have the meaning ascribed to such term in the Redevelopment Plan. 5 , .~, , :~ 0 ,gip ~ F~ ,C'• :~* r ARTICLE II. SELECTION OF DEVELOPER i 2.1. Developer designation. The City hereby'' designates the Developer to perform or cause the construction of the Redevelopment Projects including but not limited to the performance of the TIF Work and the Prerequisite Work, all in accordance with the Redevelopment Plan, this Agreement, and all Governmental Approvals. ARTICLE III. CONSTRUCTION OF REDEVELOPMENT PROJECTS 3.1. Acquisition of Property. Developer represents that, as of the date of this Agreement, Developer owns a fee interest in all of the Property; except the City Acquisition Parcel as described in Exhibit G attached hereto. 3.2. Condemnation. As of the date of this Agreement, it is not anticipated that the use of eminent domain will be necessary to acquire any portion of the real property in the Redevelopment Area. 3.3. Relocation. (a) Developer to Pay Relocation. The Developer shall identify any Displaced Person that is entitled to relocation payments or relocation assistance under the Relocation Plan. The Developer shall coordinate and pay such relocation payments and relocation assistance in accordance with the Relocation Plan. Relocation costs that Developer paid„prior to the execution of this Agreement but after the passage of the Inducement Resolution shall be considered eligible Reimbursable Project Costs pursuant to this Agreement; (b) Developer to Indemnify City. The Developer shall be solely responsible for all relocations relating to the Redevelopment Projects and the Redevelopment Area ("Relocations"). The Developer shall indemnify the City against any and all costs, expenses, claims, losses, etc. in any way related to the Relocations. 3.4. Developer to Construct the Redevelopment Projects, Required Approval. (a) Developer to Construct Linear Park. The Developer shall, at its sole cost and expense, construct and equip the Linear Park pursuant to plans approved by the City, which approval shall not be unreasonably denied. (b) City to Reimburse Developer. The City shall reimburse the Developer $610,000 for the land purchase and an amount not to exceed $280,000 for demolition and relocation costs. In the event that Developer spends less than $280,000 on demolition and relocation costs then any such savings shall b@ allowed as an increase in the amount spent on construction costs creating the Linear Park as detailed in Exhibit E.' ~ 1 By example, in the event that Developer spends a total of $150,000 on demolition and relocation costs from the total budget of $280,000 then the difference, which equals $130,000 shall result 6 :~ >l~` t7 ,~ ~,~v . ~; ~' .C' . cE]e ~' T (c) 11]Iaintenagce. The City agrees that the Developer, at its sole cost, shall have the right, but not the obligation, to provide maintenance to the Linear Park provided that if the Developer exercises such right, and subsequentlyidecides to discontinue maintenance, it shall provide to the City at least thirty (30) days prior written notic,(r that the Developer is no longer willing to provide maintenance to the Linear Park. The City and the :Developer will use reasonable good faith efforts to enter into an annual appropriations agreement~relating to such maintenance provided, however the decision to actually enter into such an agreement i5 in the sole and absolute discretion of the then current Board of Aldermen of the City. In no event will the City be responsible for any cost or expense incurred by the Developer unless and until the City shall have approved, in writing, such specific cost or expense and entered into a written annual appropriations agreement with Developer providing for such maintenance and the associated costs and expenses. (d) Projects One and Six. The Developer shall construct Redevelopment Project 1 and Redevelopment Project 6 in an expeditious manner. (1) Project 1. The Developer shall commence design of Redevelopment Project 1 immediately upon execution of this Agreement and diligently pursue the design and construction of Redevelopment Project 1 and shall complete it no later than December 31, 2010. (2) Project 6. The Developer shall commence design of Redevelopment Project 6 immediately upon execution of this Agreement and diligently pursue the design and construction of Redevelopment Project 6 to completion. ~~~ (i) Critical Area Project. With respect to the portion of Redevelopment ~ Project 6 to be located within three (300) feet of the L-385 Levee Project ("Critical Area Project"), it is the intent of the parties that such Critical Area Project be completed by ~ December 31, 2010; provided, however, it is realized that approvals of the US Army Corps of Engineers ("Corps") are required for such work and that the Corps' approval ; process may delay the Critical Area Project. To the extent of a delay caused by the Corps, Developer shall, upon written notice of such delay to the City, be allowed an additional amount of time equal to the delayed time past December 31, 2010 to complete ~' the Critical Area Project. (ii) Non-critical Area Project. With respect to the remainder of Redevelopment Project 6, which is not to be located within three hundred (300) foot of the L-385 Levee ("Non-critical Area Project"), construction of the Non-critical Area Project shall be completed no later than December 31, 2010, absent an event of force majeure. In the event of any delay caused by an event of force majeure, including market conditions, Developer shall be granted additional time to .complete the Non-critical Area Project; provided that regardless of force majeure, the Non-critical Area Project must be completed by December 31, 2011. - (e) Projects Two through Five-Schedule. The Developer shall construct or cause the construction of the following Redevelopment Projects in accordance with the following schedule. However, upon a showing that market conditions require a delay in the start or completion date of any of Redevelopment Projects 2 through 5, the Developer may apply for a delay thereof, which .shall not be unreasonably withheld. Nothing herein shall prevent the Developer from commencing or completing a in an increase in the budget for the Linear Park construction revising the total as detailed in Exhibit E from $1,150,000 to a new Maximum Reimbursable Costs of $1,280,000. 7 T ~~\ project ahead of ~chedule. ,The City and Developer further recognize that the goal is to complete each Redevelopment Project as quickly as passible, however both the City and Developer recognize the schedule will be driven by~ market conditions as to the absorption of the Redevelopment Projects 2 through 5. Redevelopment!- Project ~ Description of Phase Anticipated Commencement Date Anticipated Completion Date 2 Residential East of Valley 2007 2010 3 Residential Condos 2008 2014 4 Residential Cottages 2008 / 2009 2013 5 Residential West of Valley 2009 / 2010 2014 (f) Insurance. Prior to the commencement of construction of any portion of the Redevelopment Projects, 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 or as otherwise required by City ordinances. The Developer shall require that such insurance be maintained by any of its contractors for the duration of the construction of such work. The Developer shall cause to be obtained and maintained through out the entire period of construction liability insurance with respect to all public improvements. The City shall be named as additional insured on each such policy. (g) Prevailing Wage. To the extent that laws pertaining to prevailing wage and hour apply to any portion of the work, the Developer agrees to cooperate and take all actions necessary to apply for the wage and hour determinations and otherwise comply with such laws. However, outside of the laws pertaining to prevailing wage and hour the City is making no additional requirement to perform the work using wage and hour requirements. 3.5. Governmental Approvals and Grading Permit. The Developer shall, at its sole cost and expense, obtain or cause to be obtained all Governmental Approvals required for the TIF Woik, the Prerequisite Work and the .Redevelopment Projects. All Redevelopment Projects shall be constructed in accordance with the City building code and all applicable Governmental Approvals. The Grading Permit to be issued to the Developer will be in the form and subject to the terms and conditions set forth in Exhibit F and to the approval of such Grading Permit by the then current Board of Aldermen and Planning Commission. 3.6. Planned District, Construction Plans; Changes. The Property and all Redevelopment Projects shall be constructed as a planned district pursuant to City ordinances. The Construction Plans shall be prepared by a professional engineer or architect licensed to practice in the State of Missouri and the Construction Plans and all construction practices and procedures with respect to all work shall be in conformity with all applicable state and local laws, ~ ordinances, and regulations. During the progress of the work, the Developer may make such reasonable 8 ,~~q KCi '~>i' ~` changes as site conditions,, market conditions or orderly development may dictate provided the general character of any Redevelopment Project is not materially changed and provided that each such change is in furtherance of the generallobjectives of the Redevelopment Plan; provided that (a) the Developer shall comply with all laws, regulations, and ordinances of the City and (b) prior to any material changes to any Redevelopment Project, th Developer shall obtain the advance written consent of the City, which consent shall not be unreasonably%withheld, conditioned or delayed. The residential area shall not be deemed to be materially changed provided that all of the product as described in this Agreement remains for sale, owner occupied units and that the annual Neighborhood Improvement District Assessment is still levied against the Property. ' 3.7. Certificate of Substantial Completion. Promptly after Substantial Completion of each Redevelopment Project and the Prerequisite Work, the Developer shall furnish to the City a Certificate of Substantial Completion. The City shall use reasonable efforts to carry out such inspections as its deems necessary to verify to its reasonable satisfaction the accuracy of the certifications contained in the Certificate of Substantial Completion within sixty (60) days following delivery of the Certificate of Substantial Completion. Upon written acceptance of the Certificate of .Substantial Completion by the City, the Developer may record the Certificate of Substantial Completion with the Platte County Recorder's Office, and the same shall constitute evidence of the satisfaction of the Developer's agreements and covenants to construct the Redevelopment Project so accepted. 3.8. Rights-of--Way and Easements. (a) Utility Easements. At the request of the City, the Developer agrees to transfer and convey to the appropriate utility provider any and all utility easements necessary or desirable for the Redevelopment Projects. All such transfers and conveyances shall be without cost or expense to the City. (b) City Rights of Way and Easements. At the request of the City, the Developer agrees to transfer and convey to the City any and all rights-of--way and easements necessary or desirable for the Redevelopment Projects. All such transfers and conveyances shall be without cost or expense to the City. 3.9. Owners/Tenant Selection. (a) Tax-Exempt Owners. The Developer will ensure that not more than 7.5% of Project Six is sold or leased to entities exempt from ad valorem taxation. (b) Tenants. The Developer will give consideration in tenant selection to any tenant who will produce a higher volume of sales taxes for the City, all other economic terms and conditions being equal. However, the City recognizes that most of the commercial tenants will likely be office tenants and will not generate any substantial amount of sales tax, if any sales tax at all. , ARTICLE IV. REIMBURSEMENT OF REIMBURSABLE PROJECT COSTS 4.1. City's Obligation to Pay or Reimburse Developer. Subject to the terms and conditions of this Agreement, the City agrees to pay or reimburse Developer for the verified Reimbursable Project Costs, which category for each cost shall not exceed amounts set forth on Exhibit E, (except as provided in section 3.4 (b) hereof) attached hereto and ~, incorporated herein by reference, with respect to each line item. 9 ~~ E3 ,~• ~! ~: T ~~. 4.2. Advance~ent/Payment of Costs. In addition to the deposit of Payments in lieu of Taxes, the City will, subject to appropriation, fund the Special Allocation/Fund from time to time in such amounts as are required to meet the City's reimbursement obligations;t-nder this Agreement as set forth on Exhibit E,, for Redevelopment Project 1 and Redevelopment Project 6 with the Developer being solely responsible for all amounts in excess thereof. The City will deposit $2 million into the Special Allocation Fund within 30 days after the execution of this Agreement. 4.3 Procedure for Reimbursement. (a) Certification of Costs by Developer. To provide for the payment or reimbursement of Developer Reimbursable Project Costs, the Developer will, from time to time but not more often than once a month, submit to the City a Certificate of Reimbursable Project Costs in accordance with Section 4.2 of this Agreement. The Developer shall provide to the City (a) itemized invoices, receipts or other acceptable information evidencing such costs; and (b) a Certificate of Reimbursable Project Costs constituting certificatioq by the Developer that such cost is eligible for reimbursement under the TIF Act and this Agreement. (b) Payment of Costs by City. Within sixty (60) days of the City's receipt from the Developer of a Certificate of Reimbursable Project Costs, the City shall review and act upon such Certificate of Reimbursable Project Costs. The City shall, but solely from funds appropriated for such purposes, thereafter pay such approved Reimbursable Project Costs. If the City determines that any cost identified as a Reimbursable Project Cost is not a "redevelopment project cost" under Section 99.805(14) of the TIF Act, the City shall so notify the Developer in writing within sixty (60) days identifying the ineligible cost and the basis for determining the cost to be ineligible. 4.4. Limitations on City's Obligations. (a), .Limited to Special Allocation Fund and Appropriations. Notwithstanding any other term or provision of this Agreement, Reimbursable Project Costs are to be reimbursed solely from funds in the Special Allocation Fund, including Municipal Revenues appropriated for such purpose and deposited into the Municipal Revenues Account, and from no other source. (b) Reimbursements Limited to Reimbursable Project Costs. Nothing in this Agreement shall obligate the City to pay or reimburse the Developer for any cost that is not incurred pursuant to Section 99.820.1 of the TIF Act or that does not qualify as a "redevelopment project cost" under Section 99.805(14) of the TIF Act. ARTICLE V. NEIGHBORHOOD IMPROVEMENT DISTRICTS 5.1. Developer's Obligation to Assist in the Formation of One or More Neighborhood Improvement Districts. The Developer acknowledges and agrees that it is obligated to take all actions and execute all documents necessary for the City to create neighborhood improvement districts ("NIDs") covering the ~, Property but excluding public rights-of--way. To that end, the City and the Developer agree as follows: 10 ,~, `ice ~tD ~'~ .~'.' ~" T ^\\ (a) ~ooperatiou. The City and Developer shall each use their reasonable best efforts and cooperate with each other in; good faith ins all proceedings relating to the creation of the NIDs, including the execution of all petition ,consents, approvals, authorizations or other documents required to create the NIDs. The Developer, ~s the owner of record of all real property located within the NIDs, shall in good faith cooperate and ,assist in obtaining approval for and levying of. the NIDs assessments. NID assessments, to the exten~'levied, shall continue to be due and payable in their full amounts unless paid in full by the Developer. (b) Formation before Construction or Sale. Prior to the earlier of the construction of any homes or Public Infrastructure in a Redevelopment Project or transferring any portion of the Property (other than transfers to the City), the Developer will petition to be created one or more NIDs covering such portion of the Property (other than rights-of-ways). The Developer may cause multiple NIDs to be created in phases corresponding to the Redevelopment Projects, or may cause one NID to be created which includes Redevelopment Projects two through six. Should the Developer fail or refuse to petition for the formation of the NID or NIDs as contemplated by this Agreement, the City shall be relieved of all of its obligations under this Article V. Should the City fail or refuse to form the NID or NIDs as requested by the Developer, provided Developer has complied with all requirements of the NID Act and this Agreement then the Developer shall no longer be obligated to complete the Public Infrastructure for the specified Redevelopment Project associated with such NID or NIDs. [Remainder of page intentionally blank] 11 ~. m ~' m_ ~" ~\ 5.2. i}ses of Special Assessments. Pursuant to the terms of this Agreement and compliance with the N1D Act, NIDs will be used to provide permanent financing for the following public infrastructure ("Public Infrastructure"): Redevelopment Desq+ription of Public Estimated Costs to be , Net Amount Available Project Infrt~structure Levied against each for Hard Costs of r Redevelopment Project Constructing Public for the NIDs (plus Infrastructure interest)*/** 1-Linear Park Utilities, streets, sidewalks, $0 $0 trails and related public infrastructure. 2 - East of Valley Utilities, streets, sidewalks, $380,000 $318,130 trails and related public infrastructure. 3 -Condos Utilities, streets, sidewalks, $550,000 $469,000 trails and related public infrastructure. 4 -Cottages Utilities, streets, sidewalks, $260,000 $213,500 trails and related public infrastructure. - 5 - West of Utilities, streets, sidewalks, $600,000 $506,370 Valley trails and related ~ public infrastructure. 6-Commercial Utilities, streets, sidewalks, $160,000 $125,000 trails and related public infrastructure. TOTAL $1,950,000 $1,632,000 *Includes $318,000 for estimated costs of City establishing the NIDs and costs of bonds issuance, including debt service reserve fund. **To be repaid over 20 yeazs plus interest. 5.3. Construction. The Developer will prepaze all plans and specifications and cause. the Public Infrastructure to be constructed pursuant to plans and specifications approved by the City. Developer will provide all necessary easements to the City for the Public Infrastructure. 5.4 Completion of Construction/Verification of Costs. Upon completion of the Public Infrastructure for a Redevelopment Project, Developer shall submit to the City a Certificate of Substantial Completion/Verification of Costs -Public Infrastructure in substantially the form attached as Exhibit J. Within sixty (60) days of the City's receipt from the Developer of a Certificate of Substantial CompletionNerification of Costs -Public Infrastructure, the City shall review and act upon such Certificate. 12 _.~-~~" D tO 0 4 tilt- T 5.5. Financing, and Reimbursement. The Developer will provide temporary financing for ~,, the Public Infrastructure. After [1] the completion of the Public Infrastructure related to each Redevelopment Project as iset forth above and acceptance thereof by the City, and [2] the NID assessments for such Rede~(elopment Project are levied, and [3] all challenge periods have lapsed, and provided that Developer isl in compliance with all provisions of this Agreement, the City will, to the extent funds have been a~iropriated for such purposes, reimburse Developer in an amount not to exceed the maximum amount asiset forth above for verified hard costs for Public Infrastructure associated with such Redevelopment Project. The City shall, to the extent funds have been appropriated for such purposes, reimburse such verified costs within 30 days after the lapse of the challenge periodZ. If any part of the NID Act or any NID assessment is found to be invalid, the City shall have no further obligations under this Article V to reimburse Developer for any costs whatsoever. If Developer or any affiliate or related entity challenges any NID assessment, Developer shall immediately repay to the City all amounts paid to Developer under this Article V and the City shall have no further obligations under this Article V. During any time in which someone is challenging a NID assessment, the City's obligation to reimburse Developer hereunder shall be reduced by the amount being challenged. If someone is challenging the overall validity of a NID, the City's obligation to reimburse Developer shall be reduced by the entire amount of such NID until such challenge is ultimately resolved in favor of the validity of the NID. The NID assessment shall lie payable in substantially equal installments payable over up to twenty (20) years. The total NID assessment shall be an amount equal to the amount of the Developer reimbursement for hard costs of the Public Infrastructure, the costs of the City in creating and administrating the NID, collection costs and financing costs, including costs of issuance. While reimbursement of the Developers costs shall not be contingent upon whether sufficient NID assessments have been collected to cover such reimbursement, it is contingent upon the actual imposition of the NID assessment in a sufficient amount. Developer will use its best efforts in cooperating with the City in the issuance of NID bonds if the City chooses to issue such bonds. All of the City's obligations under this Article are conditioned upon there ~, being no substantive changes to the NID Act or any Redevelopment Project that would, in the reasonable judgment of the City, impair the City's ability to collect the assessments. 5.6. Recording. Upon the creation of a NID, and the expiration of any challenge period under the NID Act, the Developer shall immediately place of record notice of the creation of each NID the levy of the associated special assessment and shall provide notice thereof to its title company. 5.7 Cooperative Covenants to Be Placed in All Contracts of Sale. The Developer shall include, in all of its contracts relating to all or any portion of the Property, a provision providing notification of the creation of a NID and the "imposition of NID assessments against such property. The provision shall further require the transferee of the property to cooperate in all matters relating to the NID and the NID assessments. Such provision will also include a requirement that all documents relating to any further transfers of the property contain the same provisions. 5.8 NID Assessments. In the event the NID assessments are not paid when due, nothing in this Agreement shall be construed to restrict, limit or prevent the City from pursuing all available remedies to collect such NID assessments including without limitation foreclosure of the lien of such NID 2 By example, upon the completion of the Public Infrastructure for Redevelopment Project 2, the levy of NID assessments and the lapse of all challenge periods, then City will, to the extent funds have been appropriated for such purposes, reimburse Developer the, actual costs of the Public Infrastructure associated with Redevelopment Project 2 up to a maximum of $318,130, provided however, the Developer's reimbursement will not exceed a total aggregate of $1,632,000 for all projects as set forth in Section 5.2. The Developer shall be responsible for all costs of Public Infrastructure in excess thereof. 13 ~~, ;'. ~- `~. assessments or ta~ing a de~d° in lieu of foreclosure. Neither the force majuere provision nor the notice ~, and cure provisions of this Agreement shall apply to any failure to pay NID assessments. i 5.9 Waiver. ~ The Developer shall waive the right to file suit to set aside the NIDs assessments or otherwise q,~estion the validity of the proceedings relating thereto. r~l ARTICLE VI. SPECIAL ALLOCATION FUND; COLLECTION AND USE OF TIF REVENUES ' 6.1. Creation of Special Allocation Fund. There has been created and the City agrees to cause its Finance Officer to maintain the Special Allocation Fund, including a "PILOTS Account," an "EATS Account," and a "Municipal Revenues Account," and such further accounts or sub-accounts as are required by this Agreement. 6.2. Cooperation in Determining TIF Revenues. The Developer will cooperate with the City in connection with the determination and payment of TIF Revenues. The Developer (or its successor(s) in interest as an owner or owner(s) of any portion of the Redevelopment Project Area) shall require each "seller" (as that term is defined in Section 144.010(11) of the Missouri Revised Statutes, as amended) located within the Redevelopment Project Area to provide to the Finance Officer of the City the following information: (i) Each "seller's" federal and state tax identification numbers. (ii) If applicable, within thirty (30) days of filing, copies of all sales tax returns filed with the Missouli Department of Revenue (on Form 53-S.F. Missouri Department of Revenue or such successor form) with respect to the sales taxes originating from businesses located within the Redevelopment Project Area. In the event that a "seller" has multiple business operations within the City, such "seller" shall file separate sales tax returns for the sales taxes originating from the business located within the Redevelopment Project Area. The Developer (or its successor(s)tn interest as an owner or owner(s) of any portion of the Redevelopment Project Area) shall also request any purchaser or transferee of real property and any lessee or other user of real property located within the Redevelopment Project Area to designate sales subject to sales taxes pursuant to Chapter 144 of the Revised Statutes of Missouri, as amended, to be reported as originating from the Redevelopment Project Area to the fullest extent permitted by law (including reasonable efforts to negotiate for the inclusion of a clause so providing in the leases of the Redevelopment Project Area). The Developer shall satisfy this requirement by including the obligations set forth in this Section within any deed conveying a portion of the Redevelopment Project Area to, or any lease entered into with, any "seller." 6.3. Obligation to Report TIF Revenues. The Developer shall cause any purchaser or transferee of real property located within the Redevelopment Project Area, and any lessee or other user of real property located within the Redevelopment Project Area required to pay TIF Revenues, to use all reasonable efforts to timely fulfill such obligations as are required by Section 6.2 of this Agreement. So long as there remains any ~, unreimbursed Reimbursable Project Costs under the Redevelopment Plan, the Developer shall cause such 14 ~. ~t0 -. r ~`\ 1 obligations to be~ covenants running with the land, which covenants shall be enforceable as if such purchaser, transferee, lessee,; or other user of such real property were originally a party to and bound by this Agreement. 6.4. TIF Bond. (a) Generally. The City and the Developer will each support and cooperate in the issuance of Bonds by br on behalf of the City to: (i) pay and/or reimburse the payment of Reimbursable Project Costs, (ii) fund a debt service reserve fund for the Bonds, (iii) pay capitalized interest on the Bonds, (iv) pay a reasonable underwriter's discount, and (v) pay other reasonable costs of issuance. The Bonds may be issued by the City, the Industrial Development Authority of the City of Riverside or other conduit entity designated by the City. (b) Timing of Issuance. The Bonds may be issued at the time chosen by the City. (c) Principal Amount. The Bonds will be issued in such aggregate principal amount as the projected financial performance of Redevelopment Project 6 will support. Such financial performance projections will be based on reasonable assumptions, taking into account the then-current lease-up and occupancy rate of Redevelopment Project 6 and the nature of the lessees or owners occupants. The Developer shall provide to the City such information as the City may reasonably request to make such determinations. 6.5. Transfers/Notice to City of Transfer. The Developer will ensure that not more than 7.5% of usable building space of Redevelopment ~ Project 6 is sold or leased to entities exempt from ad valorem taxation. Prior to the creation of the applicable NID, the fee title to the Property for Redevelopment Projects 2 through 6 shall not be sold, transferred or otherwise disposed of, whether voluntarily, involuntarily or by operation of law, without the prior written approval of the City, which approval shall not be unreasonably withheld provided the Developer demonstrates, to the satisfaction of the City, that the proposed transferee has the experience and financial capability to undertake and complete such portions of the work and perform the Developer's obligations under this Agreement, all in accordance with this Agreement and such proposed transferee assumes, in a writing acceptable to the City, all such obligations. The Developer agrees to notify the City in writing of any such proposed sale, transfer, or other disposition of the Property at least thirty (30) days prior to the date of said sale, transfer or other disposition. Said notice shall specify the name and address of the person to be acquiring any or all of the Property or any interest therein and shall identify the Property to be sold, transferred, or otherwise disposed, whether by voluntary transfer or otherwise. ARTICLE VII. GENERAL PROVISIONS 7.1. City's Rigbt of Termination. If Redevelopment Project 1 and Redevelopment Project 6 are not completed as required hereunder, or as amended in writing by the Developer and the City pursuant to an amendment of the Redevelopment Plan ("By Amendment"), a8er all notice and cure periods allowed hereunder, then the City may terminate this Agreement. Upon such termination, Developer shall immediately repay to the City all Reimbursable Project Costs paid to or for the benefit of Developer. Upon such termination, the City shall have no further obligation to pay or reimburse the Developer for any Reimbursable Project Costs. Provided, however, if Redevelopment Project 1 is completed and at least 50,000 commercial rentable square feet of Redevelopment Project 6 is completed, then the City may not terminate this 15 ~. tD ~ i .F'." ~, t Agreement but i~stead Developer's rights to reimbursement of Reimbursable Project Costs shall be reduced ("Reduced Reimbursable Project: Costs"). The Reduced Reimbursable Project Costs shall be determined by dividing the actual number of commercial rentable square feet completed by 75,000 square feet and then multiplying s,{~ch percentage by $3,300,000. If the City has already paid Reimbursable Project Costs to or for the ;benefit of Developer which exceed the Reduced Reimbursable Project Costs, the Developer shall, withi~i thirty days, repay such overpayment amount to the City.3 Termination of this Agreement shall in no way affect the NID. NID assessments, to the extent levied, shall continue to be due and payable in their full amounts unless paid in full by the Developer. 7.2. 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. or Sale. The rights, duties and obligations of the Developer under this Agreement shall not be assigned in whole or in part without the prior written approval of the City, which approval shall not be unreasonably withheld provided the Developer demonstrates, to the satisfaction of the City, that the proposed assignee has the experience and financial capability to undertake and complete such portions of the Work and perform the Developer's obligations under this Agreement, all in accordance with this Agreement and such proposed assignee assumes, in a writing acceptable to the City, all such obligations. The City shall respond in writing to any request for consent under this paragraph within thirty (30) days after submittal of the same to the City. In the event that the City proposes to withhold or condition its consent with respect to any such request, the City shall specify its reasons in writing to the Developer with its response. 7.3. Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of any term or conditions of this Agreement by the City or the Developer, the defaulting or breaching person shall, upon written notice from the other 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 defaulting or breaching person diligently and in good faith commences to cure or remedy such default or breach but is unable to cure or remedy such default or breach within thirty (30) days after receipt of notice, the defaulting or breaching person shall, prior to the end of such thirty (30) days, provide notice to the other that it has in good faith commenced to cure or remedy such default or breach and will diligently pursue such cure or remedy. In case such cure or remedy is not taken or not diligently pursued, the aggrieved person may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including without limitation proceedings to compel specific performance by the defaulting or breaching person; provided, however, if Developer fails to construct at least ninety percent (90%) of the residences required in Redevelopment Projects 2 through 5, or more than 50,000 ft.2 of office space in Redevelopment Project 6, s By example, Developer is required to complete 75,000 sq. ft. of commercial space in Redevelopment Project 6. If Developer only completes 55,000 sq. ft, of commercial space, the Reduced Reimbursable Project Costs is determined by dividing 55,000 sq. ft. by 75,000 sq. ft. yielding 73% which is then multiplied by $3,300,000 to obtain $2,420,000. Developer Reimbursable Project Costs would then be $2,420,000. If the City had already paid $3,000,000 in Reimbursable Project Costs, Developer would pay the City $580,000. 16 O ~~ .. . O r ~~\ Developer shall immediate]y repay to the City an amount equal to all Reimbursable Project Costs paid to ~, Developer and the City shgll have no obligation to pay or reimburse Developer for any other costs hereunder and in such eve~it, the City shall not have the remedy of specific performance to compel Developer to construct such/Redevelopment Projects. 7.4. Force M~ijeure. r Except as otherwise expressly provided herein, neither the City nor the Developer shall be considered in breach or default of their respective obligations under this Agreement,'and the times for performance of obligations hereunder shall be extended in the event of any delay caused by force majeure, including damage or destruction by fire or casualty; strike; lockout; civil disorder; war; acts of God; unusually adverse weather conditions; or other like causes beyond the parties' reasonable control; provided that the Developer notifies the City in writing within thirty (30) days of the commencement of such claimed event of force majeure. 7.5. Notices. Any notices, demands, consents, approvals and other communications required by this Agreement to be given by either 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, 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 by telecopy or fax machine, such notice shall be deemed given at the time and on the date of machine transmittal if the sending party receives a written send verification on its machines and forwazds a copy thereof with its mailed or courier delivered notice or communication. ~~ In the case of the Developer, to: Briazcliff Development Company 4151 N. Mulberry Drive, Suite 205 Kansas City, Missouri 64116 Telephone: (816) 741-8540 Fax: (816) 746-5138 With a copy to: Michael T. White White Goss Bowers March Schulte & Weisenfels 4510 Belleview Kansas City, MO 64111 Telephone: (816) 753-9200 Fax: (816)753-9201 17 ~~, ilk. G! t0 m ~F' ~l! +it^ L ~~\ In the case.of the City, to: . City of Riverside, Missouri City Hall ~ 2950 NW Vivion Road Riverside~~Missouri 64150 Attentiod: City Administrator Telephone: (816) 741-3993 Fax: (816)746-8349 With a copy to: Armstrong Teasdale LLP 2345 Grand Blvd, Suite 2000 Kansas City, Missouri 64108 Attention: John McClelland Telephone: (816) 221-3420 Fax:. (816) 221-0786 7.6. Conflict of Interest. No member of the Boazd of Aldermen, the T1F Commission, 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 the nature of such interest and seek a determination by the Board of Aldermen with respect to such interest and, in the meantime, shall not pazticipate in any actions or discussions relating to the activities herein proscribed. 7.7. Inspection. The Developer shall allow authorized representatives.of the City reasonable access to the Work site from time to time upon reasonable advance notice prior to the completion of the Work for reasonable inspection thereof under this Agreement. The Developer shall not unreasonably deny the City and its officers, employees, agents, and independent contractors the right to inspect, upon request, all architectural, engineering, demolition, construction and other contracts and documents pertaining to the construction of the Work as the City determines is reasonable and necessary to verify the Developer's compliance with the terms of this Agreement. This section shall not be construed to limit, in any way, the rights of the City to inspect and to enter property pursuant to City ordinances. 7.8. 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). 18 ~~, O ,~ ;:tom 'G3 r$ J 7.9. Fjntire Agreement; Amendment. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or epresentations other than those contained in this Agreement have been made by the parties. This Agree ent shall be amended only in writing signed by the parties. 7.10. Counter~-arts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 7.11. 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. 7.12. Representatives Not Personally Liable. , All covenants, stipulations, promises, agreements and obligations of the City contained herein ' ':; shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and ~ not of any of its governing body members, officers, agents, attorneys, employees or independent contractors in their individual capacities. No governing body member, officer, agent, attorney, employee Q or independent contracts shall be personally liable to the Developer in the event of any default or breach by the City under this Agreement, or for any amount which may become due from the City under the ::~. terms of this Agreement. a ~ ~. 7.13. Release and Indemnification. ~ ~. The indemnification provisions and covenants contained in this Section shall survive termination or expiration of this Agreement. (a) The City and its governing body members, officers, agents, attorneys, employees and independent contractors shall not be liable to the Developer for damages or otherwise in the event that all or any part of the TIF Act, or any ordinance adopted in connection with either the TIF Act, this Agreement, or the Redevelopment Plan, is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason thereof either the City is prevented from performing any of the covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges hereof. (b) The Developer releases from and covenants and agrees that the City and its governing body members, officers, agents, attorneys, employees and independent contractors shall not be liable for, and agrees to indemnify and hold harmless the City, its governing body members, officers, agents, attorneys, employees and independent contractors against any and all claims, demands, liabilities and costs, including reasonable attorneys' fees, costs and expenses, arising from damage or injury, actual or claimed (excluding consequential and punitive damages), to persons or property occurring or allegedly occurring as a result of any negligent or malicious acts or omissions of the Developer, its officers, agents, attorneys, employees and independent contractors, in connection with its or their activities conducted pursuant to this Agreement, including but not limited to the design, management, development, ~ redevelopment and construction of any Redevelopment Project. 19 ,t„ 1 ~~. 7.14. Strrvival. Notwithstanding thejeazly expiration of this Agreement or its termination by the City as allowed herein, the provisions contai~ed in Section 3.3, Article V to the extent NID assessments have been levied and in Articles VI, VII an~ VIII of this Agreement shall, except as otherwise expressly set forth herein, survive such early expiration or early termination of this Agreement. 7.15." Recording. This Agreement shall be recorded in the Platte County Recorder's Officer. 7.16. Maintenance of the Property. ~~ The Developer shall remain in compliance with all provisions of the City's ordinances relating to maintenance and appearance of the Property during the construction of the Redevelopment Projects or any portion thereof. Upon substantial completion of the Redevelopment Projects and so long as the Redevelopment Plan is in effect, the Developer or its successor(s) in interest, as owner or owners of the affected portion(s) of the Property, shall, during the remainder of the term of this Agreement, maintain or cause to be maintained the buildings and improvements within the Redevelopment Area which it owns 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 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 pazcel in a good state of repair and attractiveness and in conformity with applicable state and local laws, ordinances and regulations. 7.17. Cooperation. The parties shall lend friendly assistance and use all reasonable efforts to cooperate in the performance of their responsibilities under this Agreement. ARTICLE VIII. REPRESENTATIONS OF THE PARTIES ~.~: i ~' G ~' ~Gl, ~* 8.1. Representations of the City. The City hereby represents and warrants that it has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the terms and obligations of this Agreement, and all of the foregoing has been duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. 8.2. Representations of the Developer. The Developer hereby represents and warrants it has full power to execute and deliver and perform the terms and obligations of this Agreement and all of the foregoing has been duly and validly authorized by all necessary corporate proceedings. This Agreement constitutes the legal, valid and binding obligation of the Developer, enforceable in accordance with its terms. [The remainder of this page is left intentionally blank.] 20 ti • \~ IN WITNESS WHEREOF, the City and the Developer have caused this Agreement to be executed in their respective names and the.City has caused its seal to be affixed thereto, and attested as to the date first above written. i "CITY": ~ CITY OF RIVERSIDE, MISSOURI F r By: Kathleen L. Rose,lVlayor [SEAL] Attest: ouise Rusick, C Clerk "DEVELOPER": 21 '~ O to +~!" T ~~. STATE OF MIS~OURI ) SS COUNTY OF PLATTE ~ ) On this ~~ay of August, 2007, before me appeared Kathleen L. Rose, to me personally known, who, being by n}b 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 Boazd 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 above written. o ary ublic [SEAL] HOLLY PHILLIPS ~~ ~ ~ p NOTARV PUBLIC -NOTARY SEAL My Commission Expires: 1 ' ~`' °Z5 / ~~ State of Missouri Clay County My Commission Expires March 25.2008 STATE OF MISSOURI ) 1*".a COUNTY OF CLAY ~ SS A' ,~O On this / ~~ day of August, 2007, before me appeared James Dorman, to me personally ~' known, who, being by me duly sworn, did say that he is the President of BRIARCLIFF DEVELOPMENT O COMPANY, and that he is authorized to sign the instrument on behalf of said corporation by authority of ~' its board of directors, and acknowledged to me that he executed the within instrument as said corporation's act and deed. "~"~ IN TESTIMONY WHEREOF, I have hereunto set my hand in the County and State aforesaid, the day and year first above written. Notary Public [SEAL] My Commission Expires: VICKI L. TISCHER Notary Public -Notary Seal State of Missouri Commissioned for ClaypCou Commission Number. 07d38~9816Bt 1 22 ! EXHIBIT A ~,. Form of Certificate of i Reimbursable Project Costs ,/ Certificate of Reimbursable Project Costs . l r TO: City of Riverside 2950 NW Vivion Road ' Riverside, Missouri 64150 Attention: Brent Miles Re: City of Riverside, Missouri, West Platte Road Redevelopment Plan Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Redevelopment Agreement dated as of August 14, 2007 (the "Agreement"), between the City and BRIARCLIFF DEVELOPMENT COMPANY, a Missouri S-Corporation (the "Developer"). In connection with said Agreement, the undersigned hereby states and certifies that: , 1. Each item listed on the Cost Certification attached hereto as Schedule 1 is a Reimbursable Project Cost and was incurred in connection with the construction of the Redevelopment Project 1 or Redevelopment Project 6 as indicated on Schedule 1. Attached is a sepazate Schedule 1 for Reimbursable Project Costs relating to Redevelopment Project 1 and for Reimbursable Project Costs relating to Redevelopment Project 6. 1 Each item listed on the Cost Certification attached hereto as Schedule 1 is a 2 . ~- "Redevelopment Project Cost" as defined in the Redevelopment Plan and the TIF Act. C'~ 3. Reimbursable Project Costs of $ have been paid by the Developer ~' and aze reimbursable under the Agreement or Reimbursable Project Costs of $ are dip reimbursable under the Agreement and aze to be paid directly to the payee. 4. Each item listed on the Cost Certification attached hereto as Schedule 1 has not previously been paid or reimbursed from money derived from the City or the Special Allocation Fund, and no part thereof has been included in any other certificate previously filed with the City. 5. 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. 6. All necessary permits and approvals required for the portion of the TIF Work for which this certificate relates have been issued and aze in full force and effect. 7. All TIF Work for which payment or reimbursement is requested has been performed in a good and workmanlike manner and in accordance with the Agreement. 8. If any cost item to be reimbursed under this Certificate is deemed not to constitute a "redevelopment project cost" within the meaning of the TIF Act and the Agreement, the Developer shall have the right to substitute other eligible Reimbursable Project Costs for payment hereunder. A-1 ti ~~ 9. "I}he Develpper is not in default or breach of any term or condition of the Agreement ~~ beyond the applicable cure period, if any. i Dated this day o£~/ , 200 BRIARCLIFF DEVELOPMENT COMPANY By: Name: Title: Approved for Payment this day , 200_. CITY OF RIVERSIDE, MISSOURI ~. By: Name: A-2 ~. l~S G7 tC . ~, :1~' 1 \`\ ~ ~ SCHEDULE 1 r COST CERTIFICATION 1 TOTAL REIMBURSABLE PROJECT COSTS FOR ~) REDEVELOPMENT PROJECT 1 OR ~) REDEVELOPMENT PROJECT 6 ~AYMENT ~AYEE ~,4MOUNT ~ROJECT OS OF REIMBURSABLE ~' ~T'OTAL SEEOI ES STAOTEMENTS ~~ A-3 ~~ 0 ,~; ~" T t ' EXHIBIT B Form of Certificate of Substantial Completion r CEI#TIFICATE OF SUBSTANTIAL COMPLETION The undersigned, !$RIARCLIFF DEVELOPMENT COMPANY, a Missouri corporation (the "Developer"), pursuant to that certain Redevelopment Agreement dated as of August 14, 2007, between the City of Ri"verside, Missouri (the "City"), and the Developer (the "Agreement"), hereby certifies to the City as follows: 1. That as of _, 20 ,the construction of the ( )Redevelopment Project 1; (_) Redevelopment Project 2; (~ Redevelopment Project 3; (~ Redevelopment Project 4; ~~ Redevelopment Project 5; or ~~ Redevelopment Project 6 (as those terms are defined in the Agreement) has been substantially completed in accordance with the Agreement. 2. That the Work associated therewith has been substantially completed pursuant to the Agreement. 3. Such Work has been performed in a workmanlike manner and substantially in accordance with the Construction Plans (as those terms are defined in the Agreement). 4. Lien waivers for applicable portions of the Work in excess of Five Thousand Dollars ($5,000) have been obtained. iii 5. This Certificate of Substantial Completion is accompanied by the project architect's or owner representative'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 by this reference incorporated ~ tE,~ herein), certifying that such Redevelopmen( Project has been substantially completed in accordance with ; ~ . the Agreement. 0 ~' 6. ~ 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 construction of the Work specified above. 7. The acceptance (below) shall.evidence the satisfaction of the Developer's agreements and covenants to perform the Work specified above. 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. ~... B-1 f6' i ~ IN WITNESS WII~REOF, the undersigned has hereunto set his/her hand this day of BRIARCLIFF DEVELOPMENT COMPANY r By: Name: Title: ACCEPTED: CITY OF RIVERSIDE, MISSOURI By: Name: B-2 # .. m .~ ;'• ip ~' ``\ EXHIBIT C i Lega[ Description of Property 23-2.0-03-000-003-033 (~arcliff Development Co.) All of Lot 1, BRTARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-03-000-003-032 (Briarcliff Development CoJ All of Lot 2, BRIARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-03-000-003-031 (Briarcliff Development Co.) All of Lot 3, BRIARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-03-000-003-030 (Briarcliff Development Co.) All of Lot 4, BRIARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded .plat thereof. 23-2.0-04-400-004-001'(Briarcliff Development Co.) . All of Block A, RENNER PLAZA N0.3, a subdivision of land in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-04-400-007-001 (part of) (Briarcliff Development Co.) The South half of the Northeast Quarter of the Southeast Quarter of Section 4, and all that part of the Southeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, Riverside. Platte County, Missouri, lying North of the right-of--way of the Kansas City-Clay County and St. Joseph Railway Company, EXCEPT THE FOLLOWING DESCRIBED~TRACT: Beginning on the East line of said Section 4, where it intersects the North line of the right-of--way of the Kansas City, Clay County and St. Joseph Railway 582.9 feet North of the Southeast corner of said Section; thence North 69 degrees 22 minuted West along the North line of said Right-of--Way 379 feet; thence North 56 feet; thence East 354.7 feet to the East line of said Section, thence South 189.6 feet to beginning. Also Except Beginning at a point in the East line of said Section 4, which is 772.5 feet North of the Southeast corner thereof, thence West 354.7 feet, thence South 56 feet to a point, in the Northerly right-of--way line of the Kansas City-Clay County and St. Joseph Railway; thence Northwesterly along said Northerly line 334.17 feet, thence North and parallel with the West line of the Southeast Quarter of the Southeast Quarter of said Section 4, 1130.30 feet to a point in the North line of the South Half of the Northeast Quarter of the Southeast Quarter of said Section 4, thence East along said North line 670.4 feet to the East line of said Section 4, thence South along said East line 1186.25 feet to the point of beginning and Except any part in streets. 23-2.0-04-400-007-001 (part of) (Briarcliff Development Co:) All that part of the Southeast Quarter of the Southeast Quarter ant that part of the South Half of the Northeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, in Riverside, Platte County, Missouri, more particulazly described as follows: Beginning at a point in the East line of said Section 4, which is 772.50 feet North of the Southeast Corner thereof, thence West 203.46 feet, thence Northwesterly along a line which deflects to the right from the last described course 68 degrees 53 minutes 50 seconds, a distance of 233.45 feet, thence Westerly along a line that deflects to the left from the last described course 60 degrees 10 minutes 00 seconds, a distance of 142.00 feet, thence Northerly along a line which deflects to the right from the last described course 83 degrees 20 minutes 00 seconds, a distance of 112.00 feet thence.. Westerly along a line which deflects to the left from the last described course 85 degrees 0 minutes 00 seconds, a distance of 246.01 feet thence North parallel with the West line of the East Half of the Southeast Quarter of said Section 4, 809.38 feet more or less to a point in the North line of the South Half of the Northeast Quarter of the Southeast Quarter of said Section 4, thence East along said North line 84.15 feet more or less to a point 586.25 feet West of the Northeast C-1 ~~ C3 v41 F' " ~» ~~. corner of said Ha~f Quarter.Quarter Section, thence South, parallel with the East line of said ~ Section 4, 208.75 feet thence; East pazallel with the North line of the South Half of the Northeast Quarter of the Southeast Qu er of said Section 4, 586.25 feet to a point in the East line of said Section 4, thence South alo g said East line 977.50 feet to the point of beginning. Except that part conveyed in Deed Book 94.- at Page 931. 23-2.0-04-400-007-002 (~`riarcliff Devetopment Co.) All of Lots 1, 2, 3, 4, 5, 6; 7, 8, 9, 10, 11 and 12 JANIE LANTS ADDITION, a subdivision of land in Riverside, Platte County, Missouri, according to the recorded plat thereof. Less and except that part to be dedicated as Linear Park adjacent to NW Platte Road. ' 23-2.0-04-400-007-003 (Briarcliff Development Co.) All that pazt of the Southeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, in Riverside, Platte County, Missouri more particulazly described as follows: Commencing at a point in the East line of said Section 4, 772.50 feet North of the Southeast corner thereof, thence West 203.47 feet to the Point of Beginning, thence continuing West 151.37 feet, thence South 56 feet to a point in the Northerly right-of--way line of the Kansas City, Clay County, and St. Joseph Railway, thence Northwesteriy along said 334.17 feet, thence North and pazallel with the West line of said Quarter Quarter Section 319.71 feet more or less to a point is 809.38 feet South of the North line of the South Half of the Northeast Quarter of the Southeast Quarter of said Section 4,• thence Easterly along a line which deflects to the right from the last described course 97 degrees 07 minutes 50 seconds a distance. of 246.00 feet, thence Southerly along a line which deflects to the right from the last described course 85 degrees 00 minutes 00 seconds a distance of 112.00 feet, thence Easterly along a line which deflects to the left from the last described course 83 degrees 20 minutes 00 seconds a distance of 142.00 feet, thence Southeasterly along a line which deflects to the right from the last described course 60 degrees 10 minutes 00 seconds a distance of 233.45 feet to the point of beginning. - ~ 23-2.0-04-400-007-006 (Briarcliff Development Co.) A tract of land lying in the Southeast 1/4 of the Southeast 1/4 of Section 4, Township 50, Range 33, Riverside, Platte County, Missouri, bounded as follows: On the South by the North line of U.S. Highway No. 71; on the North by the North line of the former right-of--way of the Kansas City, Clay County and St. Joseph Railway Company, on the East by a straight line drawn from a point in the North line of said former Railroad right-of--way 840.7 feet West of the Intersection of said North right-of--way line with the East line of said Section 4, measured along said North line, to a point in the North line of said U.S. Highway No. 71, measured along the North line of said U.S. Highway No. 71, 866.17 feet West of the intersection of said North line of said U.S. Highway No. 71 and the East line of said Section 4, on the West by the West line of the Southeast 1/4 of the Southeast 1/4 of Section 4r Township 50, Range 33. Less and except that part to be dedicated as Linear Park adjacent to NW Platte Road. 23-2.0-03-000-003-028 (Briarcliff Development Co.) All that part of the South half of the Southwest Fractional Quarter of Section 3, Township 50, ' Range 33, West of the old boundary in Platte County, Missouri, described as follows: Beginning at the intersection of the Northerly line of the right of way of a public road known as U. S. Highway 71, with the East line of Platte County, Missouri; thence North along said county line a distance of 768.39 feet to a point; thence West at right angles to the last described line a distance of 260.29 feet to a point; thence Southwesterly along a line which deflects to the left 80 degrees, 09 minutes, 18 seconds, from the last described course a distance of 614.74 feet to a point in the Northerly line of said highway right of way; thence Southeasterly along the Northerly line of said highway right of way, a distance of 400 feet; more or less, to the point of beginning. Except the Southerly 150 feet measured at right angles from the Southerly line of the described tract, all in the City of Riverside, Platte County, Missouri. Excepting therefrom all that part lying within the pazking lot of Briazcliff III Office Building. 23-2.0-03-000-003-025 (Briarcliff Development Co.) All of that part of the Southwest fractional quarter (West of Indian Boundary and County line) of Section 3, Township 50, Range 33 in Platte County, Missouri, more pazticulazly described as follows: Beginning at a point in the East line of said county and said Fractional Section 3, which C-2 ,~D ~~ Fgy ~. R" f~' \. is 1,088.39 feet North of the intersection of the Northerly line of right of way of State Highway ~,, designated U.S. 71 with said Section and County line 30 feet Northerly from the center of original 18 foot pavement in said highway and at right angles thereto; the said point of beginning being 38.5 feet South of a stone t~d to divide the North and South halves of the Southwest quarter Section 3 in Clay County, t not in Platte County; thence Southerly on the East line of Platte County 320 feet (azimuth A degrees 56') to the Northeast corner of Maxwell tract; thence Westerly at right angles (azimuth 90 degrees 56') 260.29 feet to the Northwest corner of Maxwell tract; thence azimuth 10 degrees 48' along the Westerly line of Maxwell tract 408.50 feet to a point; thence Westerly (azimuth 114 degrees 56') pazallel to said highway line a distance of 137.71 feet; thence curving left from last line as a tangent on a circle of 3,094.93 feet radius a distance on azc of 256.58 feet, central angle of 4 degrees 45'; thence Westerly (azimuth 110 degrees 11') on a tangent to last described curve and 200 feet Northerly from said highway a distance of 44.38 feet to the Easterly line of a private road; thence Northerly and Northeasterly with the meanderings of the Easterly line of said road to a point 653 feet West of beginning; thence Easterly (azimuth 90 degrees 56') 653 feet to point of beginning, EXCEPT that part thereof lying Northwest of the Northwest line of the land described in Book 156, at page 132, Recorder's Office, in Platte County, Missouri. Less and except that part to be dedicated as Lineaz Park adjacent to NW Platte Road. , 23-2.0-03-000-004-001-000 (Briarcliff Development Co.) All that part of the Southwest Fractional Quarter of Section 3, Township 50 North, Range 33 West, lying South of the public road and described as beginning at a point at the Southwest comer of Section 3, Township 50 North, Range 33 West; thence East along the South line of Section 3, 828.00 feet to a point on the line between Platte and Clay Counties, Missouri; thence North along said county line, 87.30 feet to a point on the South line of said public road; thence Northwesterly on a straight line, making a Northwest angle with the East line of Platte County of 65 degrees 50 minutes, a distance ~~, of 625.77 feet; thence on a curve to the left, having a radius of 2804.93 feet, a distance of 234.13 feet; thence on a tangent to last described curve, 43.10 feet to a point in the West line of said Fractional Quarter Section 3; thence~.South along the West line of said Section 3, a distance of 423.33 feet to a point of beginning, (Said tract being the same tract as that conveyed by the City of Kansas City, Missouri, to E.H. Young in that certain deed dated February 24, 1975 and recorded in Book 462, Page 631 as File # 45055 and #10100 of the Platte County Recorder.) EXCEPT that part deeded November 4, 2003 as Document No. 30819 in Book 1020 at Page 667, and EXCEPT that part deeded November 4, 2003 as Document No. 30820 in Book 1020 at Page 668, and EXCEPT that part deeded November 4, 2003 as Document No. 31586 in Book 1021 at Page 432, re-recorded February 19, 2004 as Document No. 2991 in Book 1027 at Page 624. 23-2.0-10-000-000-001-000 (Briarcliff Development Co.) ' All that part of the Northwest fractional Quarter of Section 10, Township 50 North, Range 33 West, lying North of Missouri State Highway No. 9 and described as beginning at the Northwest corner of said Section 10; thence South along the West line of Section 10 a distance of 99 feet more or less to the North property line of Missouri State Highway No. 9; thence East along the said North property line a distance of 121.4 feet to a point of curve; thence East along said North property line on a curve to the right having a radius of 2989.93 feet a distance of 710 feet more or less to the intersection of the North property line of Missouri State Highway No. 9 and the boundary line between Clay and Platte Counties, Missouri; thence North along said County line 165 feet more or less to the North line of Section 10; thence West along the North line of Section 10 a distance of 828 feet to the point of beginning. 23-2.0-04-400-007-008-000 (Greenside Investments) Y All that part of the Northwest Quarter of the Southeast Quarter of Section Four (4), Township Fifty (50) Range Thirty-three (33) and of Blocks Two (2) and Four (4), ~- RIVERSIDE, a subdivision in Platte County, Missouri, described as follows: Beginning on the East line of the 100 foot right of way of new Highway No. 59 as said highway is described in the deed dated August 19, 1932, executed by Lulu M. Eldridge to State of C-3 ,~ .SO ~. t~i7 Missouri, 665.5 fee South an~ 297.4 feet East of the center of Section 4, Township 50, Range 33; thence due East, 86.2 feet to the Westerly line of the 66 foot right of way of the K.C.C.C. and St. Joseph Ra;'lroad; thence Southerly along said right of way 447.2 feet; thence South, 52 degrees ~OVest, 5.6 feet to the Easterly line of the right of way of said Highway; thence NortherVy along the Easterly line of said highway right of way, 484.83 feet to the point of beg"`mnmg, Less and Except that part taken for right-of--way purposes to the City of Riverside, Missouri, as shown in instrument filed January 26, 2004 as Document No. 2096 in Book 1026 at Page 733. Less and except that part to be dedicated as Linear Park adjacent to NW Platte Road. 23-2.0-04-400-007-007-000(Greenside Investments) All of Block B, RENNER PLAZA N0.3, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. EXCEPT those parts conveyed to The City of Riverside, Missouri by Warranty Deed filed as Document No. 0031309 in Book 1021 at Page 158 and by Warranty Deed filed as Document No. 0031953 in Book 1021 at Page 797. Less and except that part to be dedicated as Linear Pazk adjacent to NW Platte Road. 23-2.0-03-000-002-010 (Indian Hills Land Company, Inc.) A tract of land in the Southwest Fractional Quarter of Section 3, Township 50, Range 33, in Platte County, Missouri, described as follows: Beginning at the Southwest corner of said Section 3, thence North 545 feet to the point of beginning, thence North 595 feet; thence Southeasterly 63.96 feet, thence Southwesterly along Valley Lane to point of beginning. Note: This is an approximate legal description of this parcel. C-4 ', VL? 4Gi ,~ T \~. EXHIBIT D i Legal Description of Redevelopment Area 23-2.0-03-000-003-033 (Btiarcliff Development Co.) All of Lot 1, BRIARCLIFjF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-03-000=003-032 (Briarcliff Development Co.) All of Lot 2, BRIARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri; according to the recorded plat thereof. 23-2.0-03-000-003-031 (Briarcliff Development Co.) All of Lot 3, BRIARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-03-000-003-030 (Briarcliff Development Co.) All of Lot 4, BRIARCLIFF HILLS, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-04-400-004-001 (Briarcliff Development Co.) All of Block A, RENNER PLAZA NO. 3, a subdivision of land in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-04-400-007-001 (part of) (Briarcliff Development Co.) The South half of the Northeast Quarter of the Southeast Quarter of Section 4, and all that part of the Southeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, Riverside. Platte County, Missouri, lying North of the right-of--way of the Kansas City-Clay County and St. Joseph Railway Company, EXCEPT THE FOLLOWING DESCRIBED TRACT: Beginning on the East line of said Section 4, where it intersects.the North line of the right-of--way of the Kansas ~ City, Clay County and St. Joseph Railway 582.9 feet North of the Southeast corner of said Section; thence North 69 degrees 22 minutes West along the North line of said Right-of--Way 379 feet; thence North 56 feet; thence East 354.' feet to the East line of said Section, thence South 189.6 feet to beginning. Also Except Beginning at a point in the East line of said Section 4, which is 772.5 feet North of the Southeast corner thereof, thence West 354.7 feet, thence South 56 feet to a point in the Northerly right-of--way line of the Kansas City-Clay County and St. Joseph Railway; thence Northwesterly along said Northerly line 334.17 feet, thence North and pazallel with the West line of the Southeast Quazter of the Southeast Quarter of said Section 4, 1130.30 feet to a point in the North line of the South Half of the Northeast Quarter of the Southeast Quarter of said Section 4, thence East along said North line 670.4 feet to the East line of said Section 4, thence South along said East line 1186.25 feet to the point of beginning and Except any part in streets. . 23-2.0-04-400-007-001 (part of) (Briarcliff Development Co.) All that part of the Southeast Quarter of the Southeast Quarter ant that part, of the South Half of the Northeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, in Riverside, Platte County, Missouri, more particulazly described as follows: Beginning at a point in the East line of said Section 4, which is 772.50 feet North of the Southeast Corner thereof, thence West 203.46 feet, thence Northwesterly along a line which deflects to the right from the last described course 68 degrees 53 minutes 50 seconds, a distance of 233.45 feet, thence Westerly along a line that deflects to the left from the last described course 60 degrees 10 minutes OO seconds, a distance of 142.00 feet, thence Northerly along a line which deflects to the right. from the last described course 83 degrees 20 minutes 00 seconds, a distance of 112.00 feet thence Westerly along a line which deflects to the left from the last described course 85 degrees 0 • minutes 00 seconds, a distance of 246.01 feet thence North pazallel with the West line of the East Half of the Southeast Quarter of said Section 4, 809.38 feet more or less to a point in the North ~ line of the South Half of the Northeast Quarter of the Southeast Quarter of said Section 4, thence D-1 ,~. ~ 0 "Q 4 `\\. East along said N~Orth line 84.15 feet more or less to a point 586.25 feet West of the Northeast corner of said Half Quarter Quarter Section, thence South, parallel with the East line of said Section 4, 208.75 feet thence East parallel 'with the North line of the South Half of the Northeast Quarter of the Southeast Qu~rter of said Section 4, 586.25 feet to a point in the East line of said Section 4, thence South alo~tg said East line 977.50 feet to the point of beginning. Except that part conveyed in Deed Book 9145 at Page 931. 23-2.0-04-400-007-002 (Briarcliff Development Co.) All of Lots 1; 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 JANIE LANTS ADDITION, a subdivision of land in Riverside, Platte County, Missouri, according to the recorded plat thereof. 23-2.0-04-400-007-003 (Briarcliff Development Co.) All that part of the Southeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, in Riverside, Platte County, Missouri more particularly described as follows: Commencing at a point in the East line of said Section 4, 772.50 feet North of the Southeast comer thereof, thence West 203.47 feet to the Point of Beginning, thence continuing West 151.37 feet, thence South 56 feet to a point in the Northerly right-of--way line of the Kansas City, Clay County, and St. Joseph Railway, thence Northwesterly along said 334.17 feet, thence North and parallel with the West line of said Quarter Quarter Section 319.71 feet more or less to a point is 809.38 feet South of the North line of the South Half of the Northeast Quarter of the Southeast Quarter of said Section 4,. thence Easterly along a line which deflects to the right from the last described course 97 degrees 07 minutes 50 seconds a distance of 246.00 feet, thence Southerly along a line which deflects to the right from the last described course 85 degrees 00 minutes 00 seconds a distance of 112.00 feet, thence Easterly along a line which deflects to the left from the last described course 83 degrees 20 minutes 00 seconds a distance of 142.00 feet, thence Southeasterly along a line which deflects to the right from the last described course 60 degrees 10 minutes 00 seconds a distance of 233.45 feet to the point of beginning. - ~, 23-2.0-04-400-007-006 (Briarcliff Development Co.) A tract of land lying in the Southeast 1/4 of the Southeast 1/4 of Section 4, Township 50, Range 33, Riverside, Platte County, Missouri, bounded as follows: On the South by the North line of U.S. Highway No. 71; on the North by the North line of the former right-of--way of the Kansas City, Clay County and St. Joseph Railway Company, on the East by a straight line drawn from a point in the North line of said former Railroad right-of way 840.7 feet West of the Intersection of said North right-of--way line with the East line of said Section 4, measured along said North line, to a point in the North line of said U.S. Highway No. 71, measured along the North line of said U.S. Highway No. 71, 866.17 feet West of the intersection of said North line of said U.S. Highway No. 71 and the East line of said Section 4, on the West by the West line of the Southeast 1/4 of the Southeast 1/4 of Section 4, Township 50, Range 33. 23-2.0-03-000-003-028 (Briarcliff Development Co.) All that part of the South half of the Southwest Fractiotal Quarter of Section 3, Township 50, Range 33, West of the old boundary in Platte County, Missouri, described as follows: Beginning at the intersection of the Northerly line of the right of way of a public road known as U. S. Highway 71, with the East line of Platte County, Missouri; thence North along said county line a distance of 768.39 feet to a point; thence West at right angles to the last described line a distance of 260.29 feet to a point; thence Southwesterly along a line which deflects to the left 80 degrees, 09 minutes, 18 seconds, from the last described course a distance of 614.74 feet to a point in the Northerly line of said highway right of way; thence Southeasterly along the Northerly line of said highway right of way, a distance of 400 feet, more or less, to the point of beginning. Except the Southerly 150 feet measured at right angles from the Southerly line of the described tract, all in the City of Riverside, Platte County, Missouri. Excepting therefrom all that part lying within the parking lot of Briarcliff III Office Building. 23-2.0-03-000-003-025 (Briarcliff Development Co.) All of that part of the Southwest fractional quarter (West of Indian Boundary and County line) of Section 3, Township 50, Range 33 in Platte County, Missouri, more particularly described as ~-' follows: Beginning at a point in the East line of said county and said Fractional Section 3, which D-2 ~: l tL! ~,~p ..~ C3 4~' ti \~. 1 is 1,088.39 feet 1~'orth of the intersection of the Northerly line of right of way of State Highway designated U.S. 71 with said Section and Oounty line 30 feet Northerly from the center of original 18 foot pavement in said hi way and at right angles thereto; the said point of beginning being 38.5 feet South of a stone u~d to divide the North and South halves of the Southwest quarter Section 3 in Clay County,l)ut not in Platte County; thence Southerly on the East line of Platte County 320 feet (azimuth10 degrees 56') to the Northeast corner of Maxwell tract; thence Westerly at right angles (azimuth 90 degrees 56') 260.29 feet to the Northwest corner of Maxwell tract; thence azimuth 10 degrees 48' along the Westerly line of Maxwell tract 408.50 feet to a point; thence Westerly (azimuth 114 degrees 56') parallel to said highway line a distance of 137.71 feet; thence curving left from last line as a tangent on a circle of 3,094.93 feet radius a distance on arc of 256.58 feet, central angle of 4 degrees 45'; thence Westerly (azimuth 110 degrees 11') on a tangent to last described curve and 200 feet Northerly from said highway a distance of 44.38 feet to the Easterly line of a private road; thence Northerly and Northeasterly with the meanderings of the Easterly line of said road to a point 653 feet West of beginning; thence Easterly (azimuth 90 degrees 56') 653 feet to point of beginning, EXCEPT that part thereof lying Northwest of thb Northwest line of.the land described in Book 156, at page 132, Recorder's Office, in Platte County, Missouri. 23-2.0-03-000-004-001-000 (Briarcliff Development Co.) All that part of the Southwest Fractional Quarter of Section 3, Township 50 North, Range 33 West, lying South of the public road and described as beginning at a point at the Southwest corner of Section 3, Township 50 North, Range 33 West; thence East along the South line of Section 3, 828.00 feet to a point on the line between Platte and Clay Counties, Missouri; thence North along said county line, 87.30 feet to a point on the South line of said public road; thence Northwesterly on a straight line, making a Northwest angle with the East line of Platte County of 65 degrees 50 minutes, a'distance of 625.77 feet; thence on a curve to the left, having a radius of 2804.93 feet, a distance of ~ 234.13 feet; thence on a tangent to last described curve, 43.10 feet to a point in the West line of said Fractional Quarter Section 3; thence South along the West line of said Section 3, a distance of 423.33 feet to a point of beginning, (Said tract being the same tract as that conveyed by the City of Kansas City, Missouri, to E.H. Young in that certain deed dated February 24, 1975 and recorded in Book 462, Page 631 as File # 45055 and #10100 of the Platte County Recorder.) EXCEPT that part deeded November 4, 2003 as Document No. 30819 in Book 1020 at Page 667, and EXCEPT that part deeded November 4, 2003 as Document No. 30820 in Book 1020 at Page 668, and EXCEPT that part deeded November 4, 2003 as Document No. 31586 in Book 1021 at Page 432, re-recorded February 19, 2004 as Document No. 2991 in Book 1027 at Page 624. 23-2.0-10-000-000-001-000 (Briarcliff Development Co.) All that part of the Northwest fractional Quarter of Section 10, Township 50 North, Range 33 West, lying North of Missouri State Highway No. 9 and described as beginning at the Northwest corner of said Section 10; thence South along the West line of Section 10 a distance of 99 feet more or less to the North property line of Missouri State Highway No. 9; thence East along the said North property line a distance of 121.4 feet to a point of curve; thence East along said North property line on a curve to the right having a radius of 2989.93 feet a distance of 710 feet more or less to the intersection of the North property line of Missouri State Highway No. 9 and the boundary line between Clay and Platte Counties, Missouri; thence North along said County line 165 feet more or less to the North line of Section 10; thence West along the North line of Section 10 a distance of 828 feet to the point of beginning. 23-2.0-04-400-007-008-000 (Greenside Investments) All that part of the Northwest Quarter of the Southeast Quarter of Section Four (4), Township Filly (50) Range Thirty-three (33) and of Blocks Two (2) and Four (4), RIVERSIDE, a subdivision in Platte County, Missouri, described as follows: Beginning `~ on the East line of the 100 foot right of way of new Highway No. 59 as said highway is D-3 ~~_ G~ ~~~ppi ~!~'i ~. described in the de~d dated August 19, 1932, executed by Lulu M. Eldridge to State of Missouri, 665.5 feet South and 297.4 feet East of the center of Section 4, Township 50, Range 33; thence due East, 86.2 feet to the Westerly line of the 66 foot right of way of the K.C.C.C. and St. Joseph R lroad; thence Southerly along said right of way 447.2 feet; thence South, 52 degrees ~ est, 5.6 feet to the Easterly line of the right of way of said Highway; thence Northefly along the Easterly line of said highway right of way, 484.83 feet to the point of bkginning, Less and Except that part en for right-of--way purposes to the City of Riverside, Missouri, as shown in instrument filed January 26, 2004 as Document No. 2096 in Book . 1026 at Page 733. 23-2.0-04-400-007-007-000(Greenside Investments) All of Block B, RENNER PLAZA N0.3, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. EXCEPT those parts conveyed to The City of Riverside, Missouri by Warranty Deed filed as Document No. 0031309 in Book 1021 at Page 158 and by Warranty Deed filed as Document No. 0031953 in Book 1021 at Page 797. 23-2.0-04-400-07-04 (City of Riverside) Tract 1: All that part of parcel, of land lying in the Southeast Quarter of Southeast Quarter of Section 4, , Township 50, Range 33 West, Riverside, Platte County, Missouri, bounded as follows: On the East by a line drawn pazallel to and 379 feet West of the East line of Section 4, Township 50 North, Range 33 West; on the South by the North line of U.S. Highway #71; on the North by a North line of the former right of way of Kansas City, Clay County & St. Joseph Railway Company, and on the West by a straight line drawn from a point in the North line of said right of way 639.7 feet West of the intersection of said North right of way line with the East line of said Section 4, Township 50 North Range 33 West, to a point in the North lirie of U.S. Highway #71, 668.17 feet West of the intersection of said North line of U.S. Highway #71, and the East line of ~ Section 4, Township 50 North and Range 33 West, Platte County, Missouri. Tract 2: _ All of that part of parcel of land lying in the Southeast Quarter of the Southeast Quarter of Section 4, Township 50 North and Range 33 West, Riverside, Platte County, Missouri, bounded as follows: On the South by the North line of U.S. Highway #71; On the North by the North line of the former right of way of the Kansas City, Clay County & St. Joseph Railway Company; On the East by a straight line drawn from a point in the North line of said right of way 639.7 feet West of the intersection of said North right of way line with the East line of said Section 4, to a point in the North line of said U.S. Highway #71, 668.17 feet West of the intersection of said North line of U.S. Highway #71; and the East line of said Section 4, Township 50 North and Range 33 West; On the West by a line drawn parallel to and 75 feet West of the aforesaid East boundary of Tract 2 herein described, Except that part of tract numbered 1 above described lying East of a line drawn parallel to and 16 feet Westerly distance from the East line of said tract Numbered 1 above. 23-2.0-03-000-003-027(City of Riverside) That part of the South half of the Southwest fractional Quarter of Section 3, Township 50, Range 33 West of the former West boundary of the State of Missouri, now in Riverside, Platte County, Missouri, being a strip of land 200 feet in width North of the North line of Highway 71, said North line being 30 feet Northerly from the center line of the original pavement and 21 feet Northerly from the Northerly edge of said pavement; said land being more particulazly described as follows: Beginning at the Southwest corner of a tract of land heretofor8 deed to Wm. F. Maxwell by deed recorded in Book 131 at Page 29 of the records in the Office of the Recorder of Deeds for Platte County, Missouri; said point being on the aforesaid Northerly line of the right-of--way of Highway 71 and 400 feet Northwesterly, measured along said right-of--way line from the Easterly D-4 '> 4- ;~"h T \~ .~ ~~ line of said fractional section; running thence Northerly along the Westerly line of said Maxwell tract (Azimuth 190 degrees 48 minutes clockwise from the South), 206.24 feet; thence Westerly (Azimuth 114 degrees 56 mi utes) pazallel to said highway line a distance of 137.71 feet; thence curving left from the last de~ribed as a tangent on a circle of 3094.93 feet, radius, a distance of 119.75 feet, thence (Azimuth 22 degrees 41 minutes 17 seconds), a distance .of 200 feet to the North line of Highway, tl~knce Easterly on the North line of said Highway curving right on a radius 2894.93 feet, a distance of 113.45 feet; thence on a tangent to the last described course along the North line of said Highway (Azimuth 294 degrees 56 minutes), a distance of 186.55 feet to the point of beginning. 23-2.0.04-400-07-OS(City of Riverside) All that part of pazcel of land lying in the Southeast Quarter of the Southeast Quarter of Section 4, Township 50, Range 33, in Riverside, Platte County, Missouri, bounded as follows: On the South by the North line of U.S. Highway No. 71; On the North by the North line of the former right-of--way of the Kansas City, Clay County and St. Joseph Railway Company; On the East by a straight line drawn from a point in the North line of said railroad right-of--way 714.7 feet West of the intersection of said North'right-of--way line with the East line of said Section 4, measured along said right-of--way line to a point in the North line of U.S. Highway No. 71, 743.17 feetwest of the intersection of said North line of U.S. Highway No. 71 and the East line of said Section 4; measured along said North line; On the West by a straight line drawn from a point on the North line of said railroad right-of--way 840.7 feet West of the intersection of said North right-of--way line with the East line of said Section 4, measured along said North right-of--way to a point in the North line of said U.S. Highway No. 71, 866.17 feet West of the intersection of said North line of U.S. Highway No. 71 and the East line of said Section 4 measured along said North line, EXCEPT any part in roads. (Said tract being the same tract as that conveyed by Colin C. Campbell and Mazilee Campbell to EA Young and C.A. Young in that certain deed dated November 30, 1990 and recorded in Book 748, Page 953 and File #O1 1382 of the Platte County Recorder.) 23-2.0.03-000-003-029(City of Riverside)' The Southerly 150 feet measured at right angles from the Southerly line of the following described tract:. All that part of the South Half of the Southwest Fractional Quarter of Section 3, Township 50, Range 33, West of the old boundary, in Platte County, Missouri, described as follows: Beginning at the intersection of the Northerly line of the right of way of a public road known as U.S. Highway No. 71 with the East line of Platte County, Missouri, thence North along said county a distance of 768.39 feet to a point; thence West of right angles to the last described line, a distance of 260.29 feet to a point; thence Southwesterly along a line which deflects to the left 80 degrees 9 minutes 18 seconds from the last described course, a distance of 614.74 feet to a point in the Northerly line of said highway right of way; thence Southeasterly along the Northerly line of said highway right of way, a distance of 400 feet to the point of beginning, EXCEPT any portion thereof located within the boundaries of roads, streets or highways: 23-2.0.03-000-003-026 & 23-2.0.03-000-003026-001(Riverside-Quindaro Bend Levee) That part of the South One-Half of the Southwest Fractional Quarter of Section 3, Township 50, Range 33, West of the former boundary of the State of Missouri now situated in Platte County, Missouri, more particularly described as follows: Beginning at a point on the Northerly line of the right-of--way of Highway No. 71, 21 feet Northerly from the North edge of the pavement on said highway and 850 feet Westerly, measured along the Northerly line of said highway, from the Easterly line of said Fractional Section; thence Easterly (Azimuth 290 degrees 11 minutes clockwise from the South) along the Northerly line of said Highway 24.29 feet; thence curving right along said highway on a circle of 2,894.93 feet radius, a distance of 125.71 feet; thence (Azimuth 202 degrees 41 minutes 17 seconds) a distance of 200 feet; thence Westerly parallel to Northerly line of said highway curving left on a circle of 3,094.93 feet radius, a distance of 136.96 feet; thence on a tangent to the last described curve (Azimuth 110 degrees 11 minutes) a D-5 ,: 0 O tp 4~' r distance of 44.38~eet to the East line of a private road; thence Southerly on the Easterly line of said road curving right from ~ tangent to said road, having a azimuth of 6 degrees 51 minutes 57 seconds on a circle of 270 feet radius, a distance of 131.87 feet; thence South 73.73 feet to the point of beginning. Except ~ny part in streets or right of way. 23-2.0-03-000-002-010 (Igilian Hills Land Company, Inc.) A tract of land in the Sou west Fractional Quarter of Section 3, Township 50, Range 33, in Platte County, Missouri, describe~as follows: Beginning at the Southwest corner of said Section 3, thence North 545 feet to the point of beginning, thence North 595 feet, thence Southeasterly 63.96 feet, thence Southwesterly along Valley Lane to point of beginning. Note: This is an approximate legal description of said property Streets All-that part of West Platte Road, Valley Lane and Riverside Drive lying with this TIF district together with those tracts taken for permanent right of way by the City of Riverside, Missouri in Condemnation Case 03CV83496 and in Book 1020 at page 667, Book 1020 at page 668, Book 1021 at page 158, Book 1021 at page 432 and re-recorded in Book 1027 at page 624, Book 1021 at page 797 and Book 1026 at page 733. ~~ D-6 ,c0 ~~ ,•~, G'7 ' EXHIBIT E �„ Estimated Redevelopment Project Costs and Reimbursable Project Costs CATEGOR ESTIMATED MAI�IIMUM � REDEVELOPMENT REIMBURSABLE �I ' PROJECT COSTS PROJECT COSTSI Redevelopment Project 1: $890,000 $890,000 Reimbursable Project Costs for purchase by City of property upon which Linear Park is to be constructed. Redevelopment Project 1: $1,150,000 $1,150,000 Reimbursable Project Costs are solely for ' Linear Park Improvements to be owned by the City such as trails and lakes and costs of landscaping, sodding, inigation, lake construction, fountain & trails, City signage, neighborhood monument signage for both � x the project and the existing Indian Hill's - °•_-'' � neighborhood in the lineaz park and along Q public right-of-way within Project 1. �p Redevelopment Project 6: $15,000,000 $1,290,000 � 'c�i O Reimbursable•Project Costs are solely for � grading, utilities, site work, parking, ' � retaining walls, landscaping and related � infrastructure.* / ** Redevelopment Project 2. East of Valley $10,400,000 $0 Redevelopment Project 3: Condos $18,480,000 $0 Redevelopment Project 4: Cottages $7,070,000 $0 Redevelopment Project 5: West of Valley $17,600,000 $0 Total $70,590,000 $3,330,000 � Subject to the limitations set forth in Article N of this Agreement. *Project 2 Residential Infrastructure must be completed prior to $4]8,000 of this cost being reimbursed. **Project 5 Residential Infrastructure must be completed prior to $385,500 of this cost being reimbursed. For a Total of$803,500. �r. E-1 EXHIBIT F Foxm of Notice 8f Commencement of Construction i The undersigned, I~riazcliff Development Company (the "Developer"), pursuant to that certain Redevelopment Agreeme~a4 dated as of August 14, 2007, between the City of Riverside, Missouri (the "City") and Developer (tHe "Agreement") hereby certifies to the City as follows: 1. All property within the Redevelopment Area necessary for the Redevelopment Project indicated below (as legally described on Appendix A attached hereto and by this reference incorporated herein and made a part hereof), has been acquired by Developer in accordance with the Agreement. 2. Developer has entered into an agreement with a contractor or contractors for construction relating to (~ Redevelopment Project 1; (~ Redevelopment Project 2; (_~ Rodevelopment Project 3; () Redevelopment Project 4; (___~ Redevelopment Project 5; or (~ Redevelopment Project 6. Following is a brief description of the work to be performed: 3. Developer has obtained all necessary financing to complete such Redevelopment Project. , ,~ryp, •~_ 4. Developer has filed the NID petition with the City for the establishment of the NID for ~ the Redevelopment Project referenced above pursuant to the Agreement and the D Neighborhood Improvemetrt District Act. This Notice of Commencement of Construction is being issued by Developer to the City in accordance with the Agreement to evidence Developer's satisfaction of all obligations and covenants with ~ respect to commencement of construction of such Redevelopment Project. to ~'. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of 200_. BRIARCLIFF DEVELOPMENT COMPANY By: Name: Title: F-1 T ~~ EXHIBIT G ~~,, Form of Agreement for Excavation, Grading, Hauling and Right-of--Way Use t .AGREEMENT FOR EXCAVATION, GRADING, ~` HAULING AND RIGHT-OF-WAY USE This Agreement for Excavation, Grading, Hauling and Right-of--Way Use ("Agreement") is made as of , 200_, by and between the CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI, a Missouri municipal corporation, having a mailing address of 2950 N.W. Vivion Road, Riverside, Missouri 64150 ("City"), and BRIARCLIFF DEVELOPMENT COMPANY, a Missouri S Corporation, having a mailing address of 4151 N. Mulberry Drive, Suite 205 Kansas City, Missouri 64116 ("Developer"). PRELIMINARY STATEMENT Developer is the owner of real property generally located on NW Platte Road west of NW 400-007-001 (the "Project Area"). Developer has submitted a proposed excavation and grading plan (the "Excavation Project") to the City for the Project Area. The Excavation Project includes hauling of approximately 303.000 cubic yards of soil from the Project Area, using City right of way and streets. Developer recognizes that the grading and hauling present the risk of damage to City streets, as well as the possibility of dust, erosion, run off, and other potential nuisances. AGREEMENT ' In consideration of the issuance by the City of the permits necessary to perform the excavation, grading, and hauling, the Developer and City agree as follows: 1. Non-Exclusive Permit for Excavation and Use of Haul Routes. The City hereby' grants to Developer a Land Disturbance Permit ("Permit") to perform the excavation, grading, and hauling, substantially as shown on Exhibit A, attached hereto and made a part hereof ("Site Plan") including hauling on the Right-of--Way described on Exhibit B, attached hereto (the "Haul Routes"), pursuant to the terms and conditions of this Agreement. ' 2. Non-interference. The rights granted the Developer pursuant hereto shall at all times be exercised in such a manner so as not to disturb or interfere with any improvements of the City or the City's or public's rights in the use of the Haul Routes. 3. Performance of Work. Developer shall not enter upon the Project Area or Haul Routes for purposes of the Excavation Project and/or performing any work requiring excavation or hauling except under the terms of this Agreement. This Agreement shall authorize Developer to perform the work (but only such work) as is set forth herein. (a) All practices and activities shall be in strict accordance with the Permit, this Agreement and the approved final plans for such work. ~... G-1 , ~,, ~' 1~~-~y 4- i&' \. (b) ~ The Developer shall comply with the approved Erosion and Sediment ~, Control; Plan for the Project Area, and any additions or modifications necess to comply with all erosion and sediment control regulations and specifi ations. (c) Priorr~~to commencing any excavation or grading on the Project Area, Developer shall clearly mark the boundaries of the Project Area in the field with markers not less than every fifty (50) feet, and shall.maintain the boundary markings throughout the term of the Agreement. (d) City representatives shall be provided access to the work and such further information as requested to ensure compliance with the requirements of this Agreement. If ordered at any time to halt any work due to non- compliance with the provisions of this Agreement, Developer shall immediately do so. (e) Developer shall notify the City when the work authorized undex this Agreement is completed. (f) Developer shall complete all work, including all required reconstruction, repair and remediation, within thirty-six (36) months of the date of this Agreement provided however, that the Permit may be extended for an additional thirty-six (36) months if market conditions prevent Developer from completing all work during the initial term.. ~. (g) Developer shall, within sixty (60) days after such completion, furnish the City with two (2) complete sets of finished grade plans and drawings for the Project Area. 4. Hours of Operation. The hours of operations shall be as follows: (a) 8:00 am to 5:00 pm Monday thru Friday. (b) Weekend hauling must be approved by Brent Miles (or designee) prior to the hauling. (c) No hauling permitted on July 1-5. (d) At least five (5) business days notice given to Brent Miles (or designee)- before hauling activities on City streets occurs. 5. Haul Routes and Safetv: The City is limiting the Haul Routes for this Excavation Project to lessen the impacts upon City Street damage and other safety concerns. Detailed below are stipulations of Haul Routes and other safety requirements: (a) Haul Routes shall be NW Riverside Avenue, NW Platte Road south of the intersection of NW Platte Road and NW Riverside Avenue, and no further ~, east on NW Platte Road than at the intersection of NW Platte Road and G-2 ~~~ m ~-v a^~ ~~ 1~ ~\ NW R.iverway Blvd., except for that fill being delivered to the seven acres ~, designated as Project 6 in the City's West Platte Road Redevelopment Plan. ; (b) Signage must be placed on NW Riverside Avenue and NW Platte Road prio~`to hauling activities on these streets. (c) Hauling activities that result in more than five (5) trucks per hour shall require a flagman at any intersection with NW Platte Road. (d) The City shall retain full rights and use of the Haul Routes. The City shall not be liable for any damage or loss as a result of or in connection with any activities of Developer, including excavation, grading, filling, hauling or work of any kind. 6. Inspection. Developer shall permit periodic inspection of the Project Area and Haul Routes and all activities conducted by Developer thereon. Such inspections shall be at the times and in the manner determined by the City. The Developer shall pay all costs and expenses associated with such inspections within thirty (30) days of being invoiced by the City. Currently, the City anticipates that such inspections will be _ performed by the City Engineer, whose 2007 rate schedule is attached as Exhibit C. Such ~ rate schedule may be adjusted on an annual basis and such adjusted rates shall then be in O effect. _ ~~ 7. Six (6) Month Progress Reports: A report from the Project Engineer must be submitted to the City for review,every six (6) months. The report should be stamped r' by a Professional Engineer licensed in the State of Missouri and should detail the ~4 following:. (a) Previous Six (6 Months: This section shall include the number of acres disturbed in the previous six (6) months and the quantities removed from the site in the last six (6) months. (b) Proceeding Six (6) Months: This section shall include the number of acres proposed to be disturbed in the proceeding six (6) months and the quantities proposed to be removed from the site in the proceeding six (6) months. (c) Erosion /Sediment Control Conditions: This section shall include an assessment of the condition of the erosion /sediment control measures, give recommendations on areas that are substandard to APWA specifications and a recommendation on the best mechanism to improve substandard areas to meet APWA specifications. (d) City Streets Conditions: This section shall include an assessment of the conditions of Haul Routes, give recommendations on areas that are substandard to APWA specifications and a recommendation on the best mechanism to improve substandard areas to meet APWA specifications. G-3 T 8. ? Use of.the Project Area and Haul Routes. (a) Develo ~er shall use the Project Area in accordance with this Agreement and th~plans and specifications approved by the City. Developer shall maint2iin the Project Area in good and safe condition and in a manner that com~Yies with all applicable federal, state and local laws, regulations, ordinances and rules. (b) During the term of this Agreement, Developer shall promptly clean, patch and repair the Haul Routes as determined necessary by the City Engineer (or designee) in his sole discretion. (c) Developer covenants that it will not handle or transport "hazardous waste" or "hazardous substances," as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body through or on the Project Area or Haul Routes. Should Developer not comply fully with the above-stated obligations of this Section, notwithstanding anything contained in any other provision hereof, the City may, at its option, terminate this Agreement by serving ten (10) days' notice of termination upon Developer. Upon termination, Developer shall remove the hazardous waste or hazardous substance and restore the Project Area and Haul Routes as herein elsewhere provided. 9. Indemnity. Notwithstanding anything contained in this Agreement, in case of a breach by Developer of the obligations contained in this Agreement, or any of them, Developer agrees to assume liability for and to save and hold harmless the City from and against all injuries to any person and damage to property, including without limitation, employees and property of the City and Developer, and all related. expenses, including without limitation attorneys' fees, investigators' fees and litigation expenses, arising from the breach. Developer, at its cost, shall assume the defense of all claims, suits or actions brought for damages, and fines or penalties hereunder, regardless of whether they are asserted against the City .or Developer. Developer also agrees to reimburse the City for all costs of any kind incurred as a result of the Developer's failure to comply with this Agreement, including, but not limited to, fines, penalties, clean-up and disposal costs, and legal costs incurred as a result of Developer's handling, transporting, or disposing of "hazardous substances" on, through, across or under the Haul Routes. 10. Compliance with Laws. (a) Developer shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants or restrictions ("Legal Requirements") relating to the construction, reconstruction, use, maintenance, repair, and operation of the Project Area and the associated use of the Haul Routes, including without limitation, the requirements of ~, Chapter 400 of the Municipal Code. G-4 ~.~, ~: O ,! • raa C~ ~C' ~D ti \. (b) ~ Prior to each and every entry of the Project Area and Haul Routes, ``,.~ Developer shall cause its contractor to comply with all requirements of this A Bement and all Legal Requirements including but not limited to the Cit~'s applicable safety rules and regulations. 11. Sure 'I. Prior to the commencement of any work on the Excavation Project, Developer shall provide a bond or other surety in the amount of $20,000.00 in compliance with Sections 400.260.4 and 400.790 of the Municipal Code, and which guarantees the restoration, maintenance and rehabilitation of the Project Area and Haul Routes and the performance by Developer of the terms of this Agreement. 12. Restoration. During the Excavation Project and subsequent work performed on the Project Area, Developer shall perform such work in a manner to preclude damage to the Haul Routes and preclude interference with the use of the Haul Routes for traffic and other City purposes. Immediately upon completion of the Excavation Project or termination of this Agreement, Developer shall, at Developer's own cost and expense, restore the Haul Routes to their former state as of the date of commencement of work under this Agreement and as improved by or on behalf of the City. 13. Termination. This Agreement may be terminated by the City upon default , by Developer by serving written notice of termination upon Developer as provided in `~ Section 14 of this Agreement. Upon expiration of the time specified in such notice, this Agreement and all rights of Developer shall absolutely cease. This Agreement may be ~ a terminated by Developer upon execution by the parties of a Mutual Termination ~O Agreement. Upon termination of this Agreement, Developer shall, at its sole cost and ;? expense: (a) report and restore any damage to the Project Area and Haul Routes arising from, growing out of, or connected with Developer's use of the Project -.Is't Area or Haul Routes; and (b) remedy any unsafe conditions on the Project Area and Haul Routes created or aggravated by Developer. 14. Default. If Developer defaults in any of the covenants or agreements contained in this Agreement, or in case of any attempted assigiunent or transfer of this Agreement without City approval, the City may, at its option, suspend or terminate this Agreement as follows: (a) In the event Developer breaches any portion of this Agreement or fails to maintain the Project Area or Haul Routes in a safe condition, City may, at its option, immediately suspend the Permit for the Excavation .Project granted pursuant to this Agreement by serving notice in writing upon Developer. Developer shall perform no further work on the Project Area or make use of the Haul Routes until the default is cured. ~' G-5 _~ (b) ,1 In the event Developer breaches any provision of this Agreement, or fails to mainjain the Project Area or Haul Routes in a safe condition, the City shall ant Developer a right to cure by serving notice in writing of Devel~er's defaults ("Default List"). Developer shall have thirty (30) om the date of receipt of the Default List in which to cure all days , defaults ("Default Period"). If at the end of the Default Period Developer remains in default of any item on the Default List, the City shall extend the Default Period an additional thirty (30) days provided Developer has diligently pursued, curing all defaults and it would be impossible or unreasonable to require Developer to cure all defaults within the Default Period. Any temporary suspension imposed under subsection (a) above shall continue during the Default Period. If at the end of the Default Period and any extension as granted by the City, if Developer remains in ' default and has not made diligent efforts to cure all defaults listed on the Default`List, the City may immediately terminate this Agreement by serving written notice upon Developer. Upon termination, the City may .immediately draw upon the Surety provided herein and proceed to perform , .~ , any repairs or remedial work deemed necessary by the City in its sole discretion. "~ m Any waiver by the City of any default or defaults shall not constitute a waiver of the right to grant tp a right to cure or terminate this Agreement for any subsequent default or defaults, nor shall any ':~ , such waiver in any way affect the City's ability to enforce any section of this Agreement. The p remedy set forth in this Section shall be in addition to, and not in limitation of, any other remedies ,C, that the City may have at law or in equity, including the remedies and penalties under Sections VQ 400.1020 and 400.1070 of the Municipal Code. • 15. Servants and Agents. Any contractors or subcontractors performing any work on the Excavation Project or entering the Project Area on behalf of Developer shall be deemed servants and agents of Developer for purposes of this Agreement. 16. Rights of Successors. This Agreement shall bind and inure to the benefit of the parties hereto. Neither Developer, nor any permitted assign of Developer shall assign or transfer, whether involuntarily, voluntarily or by operation of law, the Permit, this Agreement or any interest herein, without the prior written consent and approval of the City, which may be withheld in the City's sole discretion, Where applicable, the singular number includes the plural and the masculine gender includes the feminine and neuter. IN WITNESS WHEREOF, the parties have caused this Agreement to be effective beginning on the day and year first written above and represent and warrant that the parties signing below have sufficient authority to bind the parties hereto. G-6 _~~ ~~ CITY OF RIVERSIDE, MISSOURI (the i Print Name: Title: (the "Developer") Print Name: " Title: L `.,.- G-7 ~~ ,: ~'c~s ~' if e ~ ~ \~~ ! . EXHIBIT A TO HAULING AGREEMENT ~+ Form of Land Disturbance Permit r i r G-8 .cv ~: O ~' T ~~ EXHIBIT B TO HAULING AGREEMENT ~' ~! Haul Routes I G-9 ~.~, ~~ ar :! 0 cr r i ~ • ~\~ ~~ EXHIBIT C TO HAULING AGREEMENT i City Engineer Rate Scbedule* I !2007 RATE SCHEDULE " ~ COOK, FLATT & STROBEL ENGINEERS, P.A. LABOR CATEGORY HOURLY RATE Principal $160.00 Project Manager $134.00 Senior Engineer $108.00 Engineer $93.00 Junior Engineer $72.00 Sr. Design Technician $91.00 Senior Technician $82.00 Technician $72.00 Junior Technician $57.00 Licensed Surveyor $88.00 Survey Chief $70.00 Survey Technician $54.00 Construction Manager $98.00 Construction Supervisor $80.00 ~, Senior Constr. Technician $72.00 Construction Technician $62.00 Junior Constr. Technician ~ $57.00 Administrative $54.00 Clerical/Support $36.00 Survey Crew (2 men) $124.00 Survey Crew (3 men) $178.00 Direct Expenses Mileage $0.43/mile Motel At Cost Meals $3'1.00/Day Printing $0.20/sq.ft. Mylars $3.00/sq.ft. *Subject to annual adjustments. G-10 ~,~, O ~, 0 ~" ~#'! z r ~ ~ `~~ EXHIBIT H ~, Legal Description of the City Acquisition Parcel A tract of land in the fractional Section 3, Township 50, Range 33, in Riverside, Platte County, Missouri, Bounded on,~the West by the West line of said fractional Section 3; Bounded on the South and East by tha~ Westerly line of Valley Lane Road; Bounded on the North by the South line of LOT 1 in {he REPEAT OF LOTS 9 AND 10, BLOCK 2, INDIAN HILLS 3RD ADDITION, a subdivision in Riverside, Platte County, Missouri, according to the recorded plat thereof. H-1 ;~ :~' ~' m O kD :' m .~' :~'! SK .L ;� 09P_G0494 ; _ _ _ . ' � ��` ` i ro � � . e .. ._...�. . ..-' A� � � � I�. f ,/ �� ,. � �,. ,� �:.: . •..-. :.. , � \ I � 4� �,�s�'�.,F'��s$�n fl?s � h, , .., ..� -..,:._.., . .�' J��'I •� I �' ., � � � �� G Y . �� 9a.g6Gnnac4a � �? �,., �r 'i`�� _ � � � ^�R, ^J Cor�nxn� � � �-4 ' .n . 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Tz�a> q '��-3°'�i�s �°�, '4t ab+i�°� � ��, � r �' ��m9*t.� 1 �.� ae P�I% �a �td �' �O, M� g��is+ � � T � '',Y � 9 U V 9 ! 4 '� a� qi 11^+{4�•,� � k/�7 'G . �A � �1��V � �P A9F.S � Ir ?y � � .. ? # l�11��1 ,� IJ �'��i +.„ �� Y'$�aus F r.�� n �? 3� io 31[ � �"sy �i�v u 'a � � ,^�, e$ 1 J t � •yg yR`44R ",�.j�� 2��2�� f�.a.�.a. '� " 3 q ��°'�t�a � ,k ��y 9 � � +yµ�` � i,'F ...... ♦ ' ,fi'} 1� .� A1 b 4 M4 .1 �'�'I.iy .. . W C "'-�o.,�„.��.z., '�� 6 . �ve,� a �` �'�rv^5�"� i' �S!� '� (r�1—/i � 'Y 61 "�tY "�iy�"' . "ti' R �I � ;4�' � Aff' x:� ^ _ x +� ,q , � � s 3 .'� � ..'k,.�a a � � ' � � � ��. ' � % w > 0.' �'�A`? �.>�^'$ban,,'`v�xa.`�y s n , _ � �b:}'g�,. . _ �-r . y � '�''� , ro '3 •� ry ;� *„ ...,�'} s.p�$��.. � � U C � � '�-n"'�'yW9'� ey'�"K'. �"�Yayx�t�� .� F Ly � .. ,, ., a . ' Q z J-. " ^ � � ..__ ...::. - r ,y ¢ � �, -••Em,9„xci.�rv Rn e�smv � q� . "�'@ . , - `.� [� O .. . MnFu'icPinr� . ,d. ♦ "" • .O 'r �...�. �, �j Invc r*�^ cv�.� t� �' ��b � r� " �1 A 11 � o�is �� ;4 3�.: � ...i lt4? � �' �C�I�L � y 1 .u 4l T� !a t� i �� ` . . � i'I u x �.aii�� . . � X� � F N . 1 L±� �a � � � :�� . � � a, a� �+� � � �� » _.:S* nr � � �'. aa �h� �f Q a 3 :�� # R�� e�°b4�y. � � � � ., ~,. \~ EXHIBIT J Certificate of Substantial CompletionNerification of Costs -Public Infrastructure 1 TO: City of Riversid~ 2950 NW Viviyln Road Riverside, Missouri 64150 Attention: Br~nt Miles Re: City of Riverside, Missouri, West Platte Road Redevelopment Plan Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Redevelopment Agreement dated as of August 14, 2007 (the "Agreement"), between the City and BRIARCLIFF DEVELOPMENT COMPANY, a Missouri S-Corporation (the "Developer"). In connection with said Agreement, the undersigned hereby states and certifies that: 1. That as : of ~ 20 the construction of the Public Infrastructure associated with (~ Redevelopment Project 2; (_, Redevelopment Project 3; ~~ Redevelopment Project 4; ~) Redevelopment Project 5; or (~ ) Redevelopment Project 6 (as those terms are defined in the Agreement) has been substantially completed in accordance with the Agreement. 2. All necessary permits and approvals required for the portion of the work for which this certificate relates have been issued and are in full force and effect. 3. All work associated with such Public Infrastructure has been substantially ~ completed in a workmanlike manner and in accordance with the plans and specifications approved by the City. 4. Lien waivers for all work has been obtained. ~5. This Certificate is accompanied by the project architect's or owner representative'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 by this reference incorporated herein), certifying that such Public Infrastructure has been substantially completed in accordance with the City approved plans and specifications. 6. Each item listed on the Cost Certification attached hereto as Schedule 1 is a hard cost incurred in connection with the construction of the Public Infrastructure related to Redevelopment Project as indicated on Schedule 1: Attached is a separate Schedule 1 for costs relating to each Redevelopment Project. 7. Each item listed on the Cost Certification attached hereto as Schedule 1 has not previously been paid or reimbursed and no part thereof has been included in any other certificate previously filed with the City. 8. The Developer is not in default or breach of any term or condition of the Agreement beyond the applicable cure period, if any. J-1 ~~ ~~ t H ~r 013420 ~- Dated this day of , 200 ~ ~, BRIARCLIFF DEVELOPMENT COMPANY By: Name: Title: Substantial Completion Certification Approved this day , 200_. CITY OF RIVERSIDE, MISSOURI sy: Qo„ ~:~ Approved for Payment this day , 200_. ''~"""` E7 '~ CITY OF RIVERSIDE, MISSOURI a ~: By: ~. Name: ~?' Title: ,~ _ _. i -~. J-2 fL _ ~- --