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HomeMy WebLinkAbout1568 Repealing 1564 and Approving Agreement CBC Real Estate Group BILL NO. 2017-068 ORDINANCE NO. 6-4 AN ORDINANCE REPEALING ORDINANCE NO. 1564 AND APPROVING AN AGREEMENT FOR CBC REAL ESTATE GROUP, LLC, TO PROVIDE DEVELOPMENT CONSULTANT SERVICES TO THE CITY OF RIVERSIDE, MISSOURI WHEREAS, The City of Riverside, Missouri ("City") and CBC Real Estate Group ("Consultant") desire to enter into an Agreement to provide for professional development consultant services ("Consultant Services") related to the development of all land currently owned by the City or that may be acquired by the City in the future, excluding the Horizons East Site as defined in Exhibit A of the Master Development Agreement executed between Briarcliff Realty LLC and the City on May 10, 2011, ("Property"). WHEREAS, Consultant is experienced in the real estate development business and the City has requested that Consultant provide certain services in connection with the Property (as defined below). WHEREAS, the City wishes to engage Consultant to provide professional development consultant services ("Consultant Services") related to the marketing, planning, development, and/or sale of certain parcels of land currently owned by the City or that may be acquired by the City in the future, as determined by the City from time to time (the "Property"), with the objectives of (1) continuing and enhancing the implementation of the 2006 Master Plan and the 2010 Master Plan Update with respect to the development of the Property, and (2) maximizing the value of the Property for the City and its residents, and positioning the Property for sale and/or development in order to enhance both the value and the return on investment to the City, thereby enhancing the health, safety, and welfare of the City's citizens and businesses. The Agreement and the Scope of Services the Consultant agrees to provide to the City are attached hereto as Exhibit 1, and incorporated herein ("Agreement"). WHEREAS, the approval by the City of said Agreement establishing Consultant as the Development Consultant for the City is in the best interest of the City as it fulls a public purpose and will further the growth of the City, facilitate the development of the entire Horizons site, improve the environment of the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Horizons site, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY. The approval by the City of said Agreement establishing CBC Real Estate Group as the Development Consultant for the City ("Consultant") is in the best interest of the City as it fulfills a public purpose and will further the growth of the City, facilitate the development of the City, improve the environment of the City, foster increased economic activity within the City, increase WA 4253096.1 BILL NO. 2017-068 ORDINANCE NO. employment opportunities within the City, enable the City to direct the development of the Horizons site, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers, and said Agreement is hereby approved and authorized for execution by the Mayor upon written confirmation by the Special Counsel to the City, Spencer Fane LLP ("SF") of satisfaction of the following conditions: SECTION 2. AUTHORITY TO EXECUTE. The City and the officers, agents and employees of the City, including the Mayor, the City Administrator, Special Counsel to the City, Finance Director and other appropriate City officials are hereby authorized to execute an Agreement in substantially the same form as set forth in Exhibit 1, attached hereto and incorporated herein, and to take any and all actions as may be deemed necessary or convenient to carry out the terms and conditions of such Agreement and comply with this Ordinance and the City Clerk is authorized to attest thereto. SECTION 3. SEVERABILITY CLAUSE. The provisions of this ordinance are severable and if any provision hereof is declared invalid, unconstitutional or unenforceable, such determination shall not affect the validity of the remainder of this ordinance. SECTION 4. EFFECTIVE DATE. This Ordinance shall be in full force and effect upon and after its passage and approval. BE IT REMEMBERED that the above was PASSED AND APPROVED by a majority of the Board of Aldermen, and APPROVED by the Mayor of the City of Riverside, Missouri, this 17th day of October, 2017. JD Ka hleen L. Rose, ayor ATTEST:,. ` r � O • 1 Roin iricaid,'City Clerk. Approved-ps to form: Spe cer Ne LLP Special Counsel to the City By Jo edna DEVELOPMENT CONSULTANT AGREEMENT THIS DEVELOPMENT CONSULTANT AGREEMENT (this "Agreement") is made and entered into as of October_,2017, by and between the CITY OF RIVERSIDE,MISSOURI,a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri and CBC REAL ESTATE GROUP LLC,a Missouri limited liability company("Consultant"). RECITALS WHEREAS, Consultant is experienced in the real estate development business and the City has requested that Consultant provide certain services in connection with the Property(as defined below). WHEREAS,the City and Consultant desire to enter into this Agreement for Consultant to provide professional development consultant services ("Consultant Services") related to the marketing, planning, development, and/or sale of certain parcels of land currently owned by the City or that may be acquired by the City in the future,as determined by the City from time to time(the"Pro "),with the objectives of(1) continuing and enhancing the implementation of the 2006 Master Plan and the 2010 Master Plan Update with respect to the development of the Property,and(2) maximizing the value of the Property for the City and its residents, and positioning the Property for sale and/or development in order to enhance both the value and the return on investment to the City,thereby enhancing the health, safety,and welfare of the City's citizens and businesses. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: I. Recitals Incorporated. All of the recitals set forth above are incorporated into and made a part of this Agreement as if fully set forth in this Section. 2. Engagement. The City hereby engages Consultant to perform Consultant Services as requested by the City from time to time,and Consultant hereby accepts such engagement. 3. Statements of Work. Consultant will provide the Consultant Services pursuant to individual projects or work assignments which will be authorized by the issuance of a statement of work (each, a "Statement of Work") that is mutually agreed-upon between the City and Consultant. Such Statements of Work shall set forth a description of the Consultant Services to be performed, the compensation to be paid therefore, and such other information as the parties agree to include. The parties acknowledge that absent a Statement of Work, this Agreement does not, in and of itself, represent a commitment by the City to purchase, or for Consultant to provide, any Consultant Services. Each Statement of Work executed under this Agreement will be a part of this Agreement as if fully included within its body. In the event of any conflict between this Agreement and any Statement of Work, the terms and conditions of this Agreement shall prevail and govern. Attached hereto as Exhibit I is the initial Statement of Work between the parties. o 4. Change Orders. Either party may propose changes to the scope of Consultant Services provided by Consultant under any particular Statement of Work. Consultant will analyze each such request and provide a written report to the City on its feasibility and the effect, if any, that such change will have on the cost of performing the Consultant Services and schedule for completing the Consultant Services. Proposed changes shall be effected through written change orders, which shall constitute amendments to this Agreement,and the applicable Statement of Work. 5. Performance of the Consultant Services. Consultant agrees to perform the Consultant Services in a professional manner and in accordance with this Agreement and the applicable Statement of Work. While working on the City's premises, Consultant and its employees and agents will comply with the City's reasonable security regulations particular to each work location as to which the City has notified Consultant in advance. Unless otherwise agreed to by the parties, Consultant's employees and agents will observe the working hours, working rules,and holiday schedules of the City while working on the City's premises. 6. Compensation and Payment Terms. Consultant shall be paid for the Consultant Services as set forth in the applicable Statement of Work. With respect to any and all expenses for which there is a reimbursement from the City, Consultant shall keep and maintain true and accurate records(and all supporting invoices, vouchers and the like) relating to this Agreement and all receipts and disbursements collected and made in respect thereto, all of which shall be and remain the property of the City and subject to its inspection at all times for a period of at least three(3)years after the termination of this Agreement. 7. Proprietary Rights. Consultant hereby assigns and agrees to assign and disclose to City all intellectual property generated, conceived or developed under this Agreement. Any works of authorship in any form of expression are works for hire and belong exclusively to City. If, by operation of law,the ownership of works for hire do not automatically vest in City, Consultant will take necessary steps to assign ownership to City. Consultant will provide reasonable assistance to City to secure intellectual property protection, including, without limitation assistance in the preparation and filing of any copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title. Consultant will pay Consultant personnel any compensation due in connection with the assignment of any intellectual property or invention developed under this Agreement. Consultant warrants to City that Consultant personnel are and will continue to be throughout the term of this Agreement subject to agreements that will secure City's rights under this Section. 8. Term. The term of this Agreement shall commence upon the execution of this Agreement and shall continue until terminated as provided herein. 9. Insurance. City shall procure such insurance coverage on the Property in such amounts and with such coverages deemed proper by City. 10. Indemnification by Consultant. Consultant shall indemnify and save City harmless from and against all liability, claims, including third-party claims, losses, costs, damages and expenses (including reasonable attorney's fees)suffered by City as a consequence of. (a) any bodily injury and/or property damage occurring on or about the Property during the term of this Agreement and caused by the negligence or willful misconduct of Consultant,or its employees,agents, representatives, licensees or invitees, (b) Consultant's breach of any of the terms, covenants and conditions of this Agreement or any Statement of Work,or (c) the violation of or non-conformance with any federal, state or local statute, ordinance, administrative rule, regulation or other requirement, including without limitation the Americans with Disabilities Act of 1990 and all amendments thereto, by Consultant or its employees,agents, representatives, licensees or invitees. 11. Indemnification by City. To the extent permitted by law, City agrees to indemnify and save Consultant harmless from and against all liability claims, including third party claims, losses, costs, damages and expenses(including reasonable attorney's fees)suffered by Consultant as a consequence of: (a) any bodily injury and/or property damage occurring on or about the Property during the term of this Agreement and caused by the negligence or willful misconduct of City or its employees, agents, representatives, licenses or invitees, other than Consultant, or for liability arising from such City operations including workers' compensation claims of said employees,and indemnifies Consultant with respect to any such claims, (b) City's breach of any of the terms, covenants and condition of this Agreement or any Statement of Work,or (c) the violation of or non-conformance with any federal, state or local statue, ordinance, administrative rule, regulation or other requirement, including without limitation the Americans with Disabilities Act of 1990 and all amendment thereto, by City or its employees,agents, representatives, licensees or invitees,other than Consultant. 12. Termination. Notwithstanding anything contained herein to the contrary, the agreement to provide Consultant Services contained in this Agreement shall be continued on a month-to-month basis as of the date of the execution of this Agreement by the parties. Either party may terminate this Agreement for any reason or no reason upon at least thirty (30) days' prior written notice to the other party, in which event Consultant shall be paid through the date of termination. Notwithstanding the foregoing, the City may immediately terminate this Agreement and Consultant's rights hereunder "for cause" without providing thirty (30) days' notice to Consultant upon the occurrence of any of the following events: (a) Consultant fails to keep, observe or perform any covenant, restriction, term or provision of this Agreement; (b) Consultant applies for or consents to the appointment of a receiver, trustee or liquidator or for all or a substantial part of Consultant's assets; (c) Consultant files a voluntary petition in bankruptcy; (d) Consultant admits in writing to the City its inability to pay its debts as they become due; (e) Consultant makes a general assignment of its assets for the benefit of its creditors; (f) Consultant files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law; (g) An order,judgment or decree is entered by any court of competent jurisdiction on the application of a creditor adjudicating Consultant as bankrupt or insolvent or approving a petition seeking reorganization of Consultant or appointing a receiver,trustee or liquidator for Consultant for all or a substantial part of Consultant's assets, and such order,judgment or decree continues in effect for more than sixty(60)days; (h) Any assignment or attempted assignment of this Agreement by Consultant other than those permitted assignments described in Section 13;or (i) Consultant commits a misdemeanor involving moral turpitude or any felony. In the event that the City terminates this Agreement"for cause,"City shall have no liability to Consultant. No failure by the City to assert its rights to terminate "for cause" shall constitute a waiver of the City's rights or remedies with respect to such event or any subsequent occurrence of any of the foregoing. 13. Assignment. Consultant shall not transfer, assign or convey this Agreement or any interest in this Agreement or its rights or duties hereunder to any individual, person or entity without the prior written consent of the City, which consent may be withheld in the City's sole discretion, provided, however, that Consultant may either change the legal name of Consultant or assign its rights or duties hereunder in this Agreement to a limited liability company which is majority owned by Consultant, without the consent of the City. Consultant shall not enter into any subcontractor or other agreement whereby the obligation to perform any of the Consultant Services to be provided hereunder is assumed by any other individual, person or entity without the prior written consent of the City,which consent may be withheld in the City's sole discretion. Any such attempted assignment or subcontract without City's prior written consent shall be null and void. 14. No Partnership or Joint Venture. Nothing in this Agreement shall constitute, or be construed to be or to create a partnership,joint venture or lease between the City and Consultant. 15. Independent Contractor.The parties intend that Consultant's legal status with respect to City shall be that of independent contractor.The parties expressly disclaim any intent to create an agency relationship between the City and the Consultant. Accordingly, Consultant shall be an independent contractor with respect to its rights,duties and obligations under this Agreement. 16. Sovereign Immunity. Nothing in this Agreement shall constitute or be construed as a waiver of the City's sovereign or governmental immunity and/or official immunity of its officers or employees from liability or suit pursuant to state law. 17. No Third Party Rights. It is expressly understood that there are no third party beneficiaries to this Agreement,except as may be expressly set forth herein. l8. 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. 19. Confidentiality. This Agreement creates a confidential relationship between City and Consultant. Each party will keep the confidential information of the other confidential and will only use such the confidential information to perform their respective obligations under this Agreement. Each party must protect the confidential information of the other from both unauthorized use and unauthorized disclosure by exercising the same degree of care that is used with respect to information of its own of a similar nature, except that the receiving party must at least use reasonable care. Upon cessation of work, or upon written request,each party will return or destroy all the confidential information of the other. 20. Entire Agreement, Amendment. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions and correspondence, whether written or oral. This Agreement may not be amended or modified except in writing signed by a duly authorized representative of each party. 21. Counterparts. This Agreement may be executed in counterparts that together shall constitute one document. Facsimile, pdf, or electronic signatures shall be considered valid, binding, and effective for all purposes. [Remainder of Page Intentionally Left Blank—Signature Page to Follow] IN WITNESS WHEREOF, the parties hereto have executed this Development Consultant Agreement as of the date first above written. CITY: CONSULTANT: CITY OF RIVERSIDE, MISSOURI CBC REAL L EESTATE GROUP LLC By By: 40f'� "+ Kathleelf L. Rose, Mayor William F.Crandall, Principal (SEAL),.. At est: Robin Kincaid OtyClerk EXHIBIT 1 STATEMENT OF WORK I. Development. Consultant shall use its best efforts pursuant to those Consultant Services provided for within Attachment A, attached hereto and incorporated herein, to position the Property known as the QuikTrip site and Beverly Lumber site (the "Sites") for development as provided herein. All expenses of Consultant associated with development of the Sites shall be paid by Consultant unless approved by the City in advance in writing. 2. Coordination of Development Opportunities. Consultant shall use best efforts to assist the City in negotiating with various users and assisting in the coordination of new development opportunities for the Sites with the City and other agencies as needed. Consultant shall coordinate with City staff to present each new development opportunity for the Sites to the Mayor and Board of Aldermen in a clear and concise way for the City's consideration. 3. Materials. Materials prepared by Consultant shall include, but are not limited to the following: a. Background research on companies desiring to locate to the Sites; b. Economic return on investment analysis for locating, expanding and relocating businesses to the Sites; and C. An economic impact analysis of the proposed projects for the Sites based on the City's budget,financial structure and property value data. In no event shall the City have any obligation to accept any opportunity for the Sites presented to the City by Consultant,nor shall the City incur any liability to Consultant for rejecting any opportunity. 4. Reports. Consultant shall deliver to City, within twenty (20) days after the end of each calendar month, in a form acceptable to City,an operational summary of Consultant Services provided for the Sites. At least quarterly, Consultant shall meet with the Mayor and Board of Aldermen to review the performance of its Consultant Services provided for the Sites. 5. City Documents. Consultant shall have access to all existing reports and documents in the possession of the City relating to master planning and real property matters for the Sites. 6. Compensation. The City shall provide compensation to Consultant for its Consultant Services provided under this Statement of Work as follows(not to exceed a total of Thirty-Five Thousand and 00/100 Dollars($35,000.00)): Bill Crandall, Managing Principal$325 per hour Jason Glasrud, Development Manager$175 per hour 7. Expenses. Consultant shall pay for all normal business expenses out of the Consultant's fee. Consultant does not anticipate any additional expenses to be incurred above and beyond its stated fees. However, items that will be deemed reimbursable include any travel that may be required, as well as any additional consultants that may be hired to supplement Consultant's team. In either case,the scope and projected costs would require review and approval by the City. Travel may be reimbursable with prior approval of the City Administrator. If additional consultants are needed the scope and projected costs shall require approval by the City. Attachment A INITIAL SCOPE OF WORK FOR PROJECT 1 I. PHASE I CREATION OF THE PLAN A. DUE DILIGENCE. Site due diligence, including review of all available property records, ownership history, phase 1 environmental reports, geotechnical and structural studies, including but not limited to the following to the Evaluation of Site Conditions as follows: I. Soils(phase I environmental,geotechnical studies) 2. Property Boundaries/Access i. Points of ingress and egress; ii. Visibility from major roads; iii. Traffic counts. B. REVIEW OF THE CITY'S VISION. 1. Review of Master Plan (2010 Update) taking long-term planning efforts into account and conducting a thorough review of comprehensive plans and/or master planning documents that have been created that govern development in this area. 2. Meet with City leadership and staff in order to better understand the desired activation of the Sites,and long-term vision of the City from a development standpoint. 3. Understand community expectations for "Upper Gateway", "Downtown" and "South Downtown" areas, per the Camp Plan, as well as the existing, adjacent commercial properties. C. REVIEW OF THE MARKET'S PERSPECTIVE. 1. Test the market to strike a balance between the planning effort and what the market will accept through: a. Engaging the real estate brokerage community, specifically meeting with local retail and office real estate brokers/developers, to get opinions of the Sites from a tenancy and pricing standpoint. b. Compare/Contrast demographic data with comparable commercial developments in the region (shopping centershnulti-family/ Flex commercial/other "attractions") D. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. Provide regular (no less than bi-monthly) updates to the Board of Aldermen and Mayor,or any other persons or entities that the Board of Aldermen or the Mayor may designate. 2. Together with Clark/Enersen,present conceptual development plans for the Sites to the Board of Alderman for review and comment. 3. Identification of prospective developers and/or end-users of the Sites who will be brought to the table through Consultant's outreach efforts. 4. Presentation of findings to the Board of Aldermen outlining Consultant's recommendations and proposed plan of action, including but not limited to a detailed Site Analysis of the Sites will be submitted prior to the conclusion of the engagement, which will include a proposed development strategy, including projected development costs and potential tenant mix for the Sites and any financial participation that may be required of the City. H. PHASE II EXECUTION Or THE PLAN A. Mark tin to Developers/Penants/End-Users. 1. Upon approval of the Board of Aldermen to proceed with marketing concept plans for the Sites, Consultant will market to the real estate community and end-users in order to generate interest in the Sites. 2. Review Proposed Development Plans&Economics 3. Proceed to "LOI: Letter of Intent" stage, with public presentations by developer/tenants 4. Draft Purchase/Sale Agreements and Development Agreement(s) if there are incentives requests,and proceed with land conveyance and development B. Land Sale/Conveyance and Development A reement(s). 1. Upon completion of Phase I activities, Consultant will act as the City's agent in the negotiations of the land sale or long-term lease of the property to a third-party. This will involve negotiating a Purchase/Sale Agreement(PSA),as well as a Development Agreement that will outline the acceptable uses of the proposed project and the use of incentives(if any). 2. Consultant will earn a fee (to be determined by the value of the private investment including incentives) in the negotiation of a Development Agreement, which are typically equal to 2%of the private investment including public incentives); 3. However, if Consultant's scope is limited to land transactions(i.e. no incentives), Consultant's compensation would be equal to a market-rate commission on the sale of the ground (3%with a participating broker,4%without a participating broker). STATEMENT OF WORK 2017 DEVELOPMENT CONSULTANT AGREEMENT: SOW No. 1 This Statement of Work("SD-W') is made effective as of November_,2017,and is entered into under the terms of that certain Development Consultant Agreement dated November 2017 ("Agreement"), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri ("City"), and CBC REAL ESTATE GROUP LLC, a Missouri limited liability company ("Consultant'). Capitalized terms not defined in this SOW shall have the meanings ascribed thereto in the Agreement. Any appendices and exhibits attached to this SOW shall be deemed to be incorporated herein by this reference. I. DEVELOPMENT. Consultant shall use its best efforts pursuant to those Consultant Services provided for within Attachment A, attached hereto and incorporated herein, to position the Property known as the Bank Liberty site ("Site") for development as provided herein. All expenses of Consultant associated with development of the Sites shall be paid by Consultant unless approved by the City in advance in writing. 2. COORDINATION OF DEVELOPMENT OPPORTUNITIES. Consultant shall use its best efforts to assist the City in negotiating with various users and assisting in the coordination of new development opportunities for the Site with the City and other agencies as needed. Consultant shall coordinate with City staff to present each new development opportunity for the Site to the Mayor and Board of Aldermen("Board") in a clear and concise way for the City's consideration. 3. MATERIALS. Materials prepared by Consultant shall include, but are not limited to the following: a. Background research on companies desiring to locate to the Site; b. Economic return on investment analysis for locating, expanding and relocating businesses to the Site;and C. An economic impact analysis of the proposed projects for the Site based on the City's budget, financial structure and property value data. In no event shall the City have any obligation to accept any opportunity for the Site presented to the City by Consultant, nor shall the City incur any liability to Consultant for rejecting any opportunity. 4. REPORTS. Consultant shall deliver to City, within twenty (20) days after the end of each calendar month, in a form acceptable to City, an operational summary of all activities undertaken by the Consultant authorized by and pursuant to this SOW ("Consultant Services"). At least monthly, Consultant shall meet with the Mayor and Board to review the performance of its Consultant Services provided for the Site. 5. CITY DOCUMENTS. Consultant shall have access to all existing reports and documents in the possession of the City relating to master planning and real property matters for the Site. 6. PHASE I COMPENSATION. The City shall provide compensation to Consultant, in a total aggregate amount not to exceed Thirty-Five Thousand and 00/100 Dollars ($35,000.00), provided pursuant to Phase I of this SOW, as follows: Bill Crandall, Managing Principal $325 per hour; Jason Glasrud, Development Manager $175 per hour; and expenses as provided for in Section 8 below. 7. PHASE 1I COMPENSATION. In consideration for the services provided in Phase II by the Consultant the City shall pay the following compensation to the Consultant: a) An amount equal to 2% of the private investment including incentives. As used in this subparagraph "private investment including incentives" shall mean the cost of construction of the vertical improvements and infrastructure as those components are defined within the Development Agreement for the Site and as said cost is confirmed by the City;or b) If Consultant's participation is limited to negotiation of the sale or lease of the Site only, Consultant's compensation shall be a commission of 6% of the sales price with a participating broker,split equally. 8. EXPENSES. For both Phases I and II, Consultant shall pay for all normal business expenses out of the Consultant's fee. Consultant does not anticipate any additional expenses to be incurred above and beyond its stated fees for either Phase I or II. Travel for either Phase 1 or 11 may be reimbursable with prior approval of the City Administrator. If the City and the Consultant agree additional consultants are needed for either Phase I or II, the scope of work of said consultants ("professional service provider") and projected costs shall require approval by the City and the City shall determine whether to execute a contract for those professional services with the professional service provider and the City being the sole parties to the contract, or authorize Consultant to execute a subcontract with the professional service provider after approval of the subcontract by the City. IN WITNESS WHEREOF, the parties hereto have executed this SOW as of the date first above written. CITY: CONSULTANT: CITY OF RIVERSIDE, MISSOOUURII CBC REAL ESTATE GROUP LLC By. By: Kathl n L. Rose;'Mayor William F. Crandall, Principal a u SEAL) 'A[t Robin Kincaid,City Clerk Attachment A INITIAL SCOPE OF WORK FOR PROJECT 1 I. PHASE I CREATION OF THE PLAN A. DUEDILICENCE. Consultant shall be responsible for oversight and coordination of the completion of the Site due diligence and evaluation of the Site conditions which shall include, but not be limited to, review of all available phase I environmental reports, geotechnical and structural studies, Site property records, Site ownership history, and all issues related to the Site property boundaries including but not limited to access, points of ingress and egress, visibility from major roads and traffic counts. B. REVIEW OF THE CITY'S VISION. 1. The Consultant shall review the Master Plan (2010 Update) taking long-term planning efforts into account and conducting a thorough review of comprehensive plans and/or master planning documents that have been created that govern development in this area. 2. The Consultant shall meet with the Mayor, the Board of Aldermen ("Board"), the City Administrator and City staff in order to better understand the desired development of the Site their long-term vision of the City from a development standpoint as well as the Riverside community's expectations for "Upper Gateway", "Downtown" and "South Downtown" areas,per the Camp Plan, as well as,the existing adjacent commercial properties. C. REVIEW OF THE MARKET'S PERSPECTIVE. I. The Consultant shall test the market to strike a balance between the planning effort and what the market will accept through: a. Working with Bank Liberty to determine what their goals are for the new bank branch, what site and space requirements have they identified and timeline for completion. Additionally, determine whether Bank Liberty intends to be an owner-user, or pursue third- party development. b. Working with The Clark Enersen Partner, if retained by the City as a site planning consultant, to assist in determining the recommended and most appropriate use and development of property owned by Bank Liberty, and property acquired from Quik Trip if any,as agreed to by the City and Bank Liberty. c. Engaging the real estate brokerage community, specifically meeting with local retail and office real estate brokers/developers, to get opinions of the Site from a tenancy and pricing standpoint; d. Compare/Contrast demographic data with comparable commercial developments in the region (shopping centers/multi-family/ Flex commercial/other"attractions"). D. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. The Consultant shall provide no less than monthly updates to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. 3. The Consultant shall identify prospective developers and/or end-users of the Site. 4. Phase I shall not be considered completed until the Consultant's Findings and Recommended Development Concept Plan for the City ("Development Plan") has been presented and approved by the Board of Aldermen. The Development Plan shall include,but not be limited to,a detailed Site Analysis, a proposed development strategy, projected development costs and potential tenant mix for the Site and the assumed financial participation in the development required of the Developer, the State of Missouri, Platte County, Missouri and/or the City. II. PHASE II EXECUTION OF THE PLAN A. MARKETING TO DEVELOPERS/I'ENANTS/END-USERS. I. Upon completion of Phase 1 activities and the Board's approval to proceed with Phase II of the Development Plan for the Site, the Phase 11 duties and responsibilities of the Consultant shall include, but not be limited to the following: a. Develop a marketing strategy for the Development Plan and present said strategy to the City Staff, Board of Aldermen and the Mayor; b. Market the Development Plan; c. Continued review and evaluation of the economics of the Development Plan, including but not limited to the return on the City's investment in the Development Plan, proposed to the City for the Site; d. If and when necessary, the Consultant shall: Negotiate the proposed terms and coordinate the execution of a Letter of Intent ("LOP) with the entity they recommend to the City to be the developer/tenant of the Development Plan; e. Negotiate, subject to final approval of the City, the proposed Business Terms of a Purchase/Sale Agreement (PSA), and/or a Development Agreement which shall define the duties and responsibilities of the City, the Developer, and the tenants, as well as the acceptable uses of the Development Plan and any incentives deemed reasonable to grant in aid of the development, for final approval by the Mayor and the Board. f. Present to the Mayor and the Board for the City's approval, the proposed business terms and the entity they recommend to the City to be developer/tenants of the Development Plan, with presentations to the Mayor and the Board by the proposed developer/tenants. B. COMMUNICATIONS WITH THE BOARD OF ALDERMEN, I. The Consultant shall provide no less than monthly updates, including identification of prospective developers and/or end-users of the Site,to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. C. LANDSALE/CONVEYANCE AND DEVELOPMENTAGREEMENT(S). 1. Consultant, at the City's sole discretion, may act as the City's real estate agent in the negotiations of the terms of any land sale or long-tern lease of the property to a third-party as part of the Development Plan. STATEMENT OF WORK 2017 DEVELOPMENT CONSULTANT AGREEMENT: SOW No.2 This Statement of Work ("SOW") is made effective as of November_, 2017,and is entered into under the terms of that certain Development Consultant Agreement dated November 2017 ("Agreement"), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri ("City"), and CBC REAL ESTATE GROUP LLC, a Missouri limited liability company ("Consultant"). Capitalized terms not defined in this SOW shall have the meanings ascribed thereto in the Agreement. Any appendices and exhibits attached to this SOW shall be deemed to be incorporated herein by this reference. I. DEVELOPMENT. Consultant shall use its best efforts pursuant to those Consultant Services provided for within Attachment A, attached hereto and incorporated herein, to position the Property known as the Beverly Lumber site ("Site") for development as provided herein. All expenses of Consultant associated with development of the Site shall be paid by Consultant unless approved by the City in advance in writing. 2. COORDINATION OF DEVELOPMENT OPPORTUNITIES. Consultant shall use best efforts to assist the City in negotiating with various users and assisting in the coordination of new development opportunities for the Site with the City and other agencies as needed. Consultant shall coordinate with City staff to present each new development opportunity for the Site to the Mayor and Board of Aldermen ("Board") in a clear and concise way for the City's consideration. 3. MATERIALS. Materials prepared by Consultant shall include, but are not limited to the following: a. Background research on companies desiring to locate to the Site; b. Economic return on investment analysis for locating, expanding and relocating businesses to the Site;and C. An economic impact analysis of the proposed projects for the Site based on the City's budget, financial structure and property value data. In no event shall the City have any obligation to accept any opportunity for the Site presented to the City by Consultant, nor shall the City incur any liability to Consultant for rejecting any opportunity. 4. REPORTS. Consultant shall deliver to City, within twenty (20) days after the end of each calendar month, in a form acceptable to City, an operational summary of summary of all activities undertaken by the Consultant authorized by and pursuant to this SOW ("Consultant Services"). At least monthly, Consultant shall meet with the Mayor and Board to review the performance of its Consultant Services provided for the Site. 5. CITY DOCUMENTS. Consultant shall have access to all existing reports and documents in the possession of the City relating to master planning and real property matters for the Site. 6. PHASE I COMPENSATION. The City shall provide compensation to Consultant, in a total aggregate amount not to exceed Thirty-Five Thousand and 00/100 Dollars ($35,000.00), provided pursuant to Phase l of this SOW, as follows: Bill Crandall, Managing Principal $325 per hour; Jason Glasrud, Development Manager$175 per hour; and expenses as provided for in Section 8 below. 7. PHASE II COMPENSATION. In consideration for the services provided in Phase II by the Consultant the City shall pay the following compensation to the Consultant: a) An amount equal 2%of the private investment including incentives. As used in this subparagraph "private investment including incentives" shall mean the cost of construction of the vertical improvements and infrastructure as those components are defined within the Development Agreement for the Site and as said cost is confirmed by the City;or b) If Consultant's participation is limited to negotiation of the sale or lease of the Site only, Consultant's compensation shall be a commission of 6% of the sales price with a participating broker, split equally. 8. EXPENSES. For both Phases I and 11, Consultant shall pay for all normal business expenses out of the Consultant's fee. Consultant does not anticipate any additional expenses to be incurred above and beyond its stated fees for either Phase I or Il. Travel for either Phase 1 or 11 may be reimbursable with prior approval of the City Administrator. If the City and the Consultant agree additional consultants are needed for either Phase I or 11, the scope of work of said consultants ("professional service provider") and projected costs shall require approval by the City and the City shall determine whether to execute a contract for those professional services with the professional service provider and the City being the sole parties to the contract,or authorize Consultant to execute a subcontract with the professional service provider after approval of the subcontract by the City. IN WITNESS WHEREOF, the parties hereto have executed this SOW as of the date first above written. CITY: CONSULTANT: CITY OF RIVERSIDE, MISSOURI CBC /REAL ESTATE GROUP LLC By: . Kathleen L.Rpse, Mayor William F. Crandall, Principal m ' (S>AL) A A 4 Robin Kincaid'City Clerk Attachment A INITIAL SCOPE OF WORK FOR PROJECT 2 I. PHASE I CREATION OF THE PLAN A. DUE DILIGENCE. Consultant shall be responsible for oversight and coordination of the completion of the Site due diligence and evaluation of the Site conditions which shall include, but not be limited to, review of all available phase 1 environmental reports, geotechnical and structural studies, Site property records, Site ownership history, and all issues related to the Site property boundaries including but not limited to access, points of ingress and egress, visibility from major roads and traffic counts. B. REVIEW OF THE CITY'S VISION. 1. The Consultant shall review the Master Plan (2010 Update) taking long-term planning efforts into account and conducting a thorough review of comprehensive plans and/or master planning documents that have been created that govern development in this area. 2. The Consultant shall meet with the Mayor,the Board of Aldermen ("Board"), the City Administrator and City staff in order to better understand their desired development of the Site and their long-term vision for the City from a development standpoint, as well as the Riverside community's expectations for "Upper Gateway", "Downtown" and "South Downtown" areas,per the Camp Plan,as well as the existing,adjacent commercial properties. C. REVIEW OF THE MARKET'S PERSPECTIVE. 1. The Consultant shall test the market to strike a balance between the planning effort and what the market will accept through: a. Engaging the real estate brokerage community, specifically meeting with local retail and office real estate brokers/developers,to get opinions of the Site from a tenancy and pricing standpoint. b. Compare/Contrast demographic data with comparable commercial developments in the region (shopping centersAnuiti-family/ flex commercial/other "attractions") D. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. I. The Consultant shall provide no less than monthly updates to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. 3. The Consultant shall identify prospective developers and/or end-users of the Site. 4. Phase 1 shall not be considered completed until the Consultant's Findings and Recommended Development Concept Plan for the City ("Development Plan") has been presented and approved by the Board of Aldermen. The Development Plan shall include, but not be limited to, a detailed Site Analysis, a proposed development strategy, projected development costs, potential tenant mix, and the assumed financial participation in the development required of the Developer, the State of Missouri, Platte County, Missouri and/or the City. II. PHASE II EXECUTION OF THE PLAN A. MARKETING TO DEVELOPERS/PENANTS/END-USERS. 1. Upon completion of Phase l activities and the Board's approval to proceed with Phase II of the Development Plan for the Site the Phase II duties and responsibilities of the Consultant shall include, but not be limited to the following: a. Develop a marketing strategy for the Development Plan and present said strategy to the City Staff, Board of Aldermen and the Mayor; b. Market the Development Plan; c. Continued review and evaluation of the economics of the Development Plan, including but not limited to the return on the City's investment in the Development Plan,proposed to the City for the Site; d. If and when necessary, the Consultant shall: Negotiate the proposed terms and coordinate the execution of a Letter of Intent ("LOI") with the entity they recommend to the City to be the developer/tenant of the Development Plan; e. Negotiate, subject to final approval of the City, the proposed Business Terms of a Purchase/Sale Agreement (PSA), and/or a Development Agreement which shall define the duties and responsibilities of the City, the Developer, and the tenants, as well as the acceptable uses of the Development Plan and any incentives deemed reasonable to grant in aid of the development, for final approval by the Mayor and the Board. f. Present to the Mayor and the Board for the City's approval, the proposed business terms and the entity they recommend to the City to be developer/tenants of the Development Plan, with presentations to the Mayor and the Board by the proposed developer/tenants. B. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. I. The Consultant shall provide no less than monthly updates, including identification of prospective developers and/or end-users of the Site, to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. C. LAND SALE/CONVEYANCE AND DEVELOPMENT AGREEMENTS). I. Consultant at the City's sole discretion may act as the City's real estate agent in the negotiations of the terms of a land sale or long-term lease of the property to a third- party as part of the Development Plan. STATEMENT OF WORK 2018 DEVELOPMENT CONSULTANT AGREEMENT: SOW No.3 This Statement of Work ("SOW") is made effective as of January 18, 2018, and is entered into under the terms of that certain Development Consultant Agreement dated November 22, 2017 ("Agreement"), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri ("City"), and CBC REAL ESTATE GROUP LLC, a Missouri limited liability company ("Consultant"). Capitalized terms not defined in this SOW shall have the meanings ascribed thereto in the Agreement. Any appendices and exhibits attached to this SOW shall be deemed to be incorporated herein by this reference. I. DEVELOPMENT. Consultant shall use its best efforts pursuant to those Consultant Services provided for within Attachment A, attached hereto and incorporated herein, to position the Property known as the Riverside Entertainment District ("Site") for development as provided herein. All expenses of Consultant associated with development of the Site shall be paid by Consultant unless approved by the City in advance in writing. 2. COORDINATION OF DEVELOPMENT OPPORTUNITIES. Consultant shall use best efforts to assist the City in negotiating with various users and assisting in the coordination of new development opportunities for the Site with the City and other agencies as needed. Consultant shall coordinate with City staff to present each new development opportunity for the Site to the Mayor and Board of Aldermen("Board") in a clear and concise way for the City's consideration. 3. MATERIALS. Materials prepared by Consultant shall include, but are not limited to the following: a. Background research on companies desiring to locate to the Site; b. Economic return on investment analysis for locating, expanding and relocating businesses to the Site; and C. An economic impact analysis of the proposed projects for the Site based on the City's budget, financial structure and property value data. In no event shall the City have any obligation to accept any opportunity for the Site presented to the City by Consultant,nor shall the City incur any liability to Consultant for rejecting any opportunity. 4. REPORTS. Consultant shall deliver to City, within twenty (20) days after the end of each calendar month, in a form acceptable to City, an operational summary of summary of all activities undertaken by the Consultant authorized by and pursuant to this SOW ("Consultant Services"). At least monthly, Consultant shall meet with the Mayor and Board to review the performance of its Consultant Services provided for the Site. S. CITY DOCUMENTS. Consultant shall have access to all existing reports and documents in the possession of the City relating to master planning and real property matters for the Site. 6. PHASE I COMPENSATION. The City shall provide compensation to Consultant, in a total aggregate amount not to exceed Thirty-Five Thousand and 00/100 Dollars ($35,000.00), provided pursuant to Phase I of this SOW, as follows: Bill Crandall, Managing Principal $325 per hour; Jason Glasrud, Development Manager$175 per hour; and expenses as provided for in Section 8 below. 7. PHASE II COMPENSATION. In consideration for the services provided in Phase II by the Consultant the City shall pay the following compensation to the Consultant: a) An amount equal 2% of the private investment including incentives. As used in this subparagraph "private investment including incentives" shall mean the cost of construction of the vertical improvements and infrastructure as those components are defined within the Development Agreement for the Site and as said cost is confirmed by the City;or b) If Consultant's participation is limited to negotiation of the sale or lease of the Site only, Consultant's compensation shall be a commission of 6% of the sales price with a participating broker,split equally. 8. EXPENSES. For both Phases I and II, Consultant shall pay for all normal business expenses out of the Consultant's fee. Consultant does not anticipate any additional expenses to be incurred above and beyond its stated fees for either Phase I or Il. Travel for either Phase I or II may be reimbursable with prior approval of the City Administrator. If the City and the Consultant agree additional consultants are needed for either Phase I or II, the scope of work of said consultants ("professional service provider") and projected costs shall require approval by the City and the City shall determine whether to execute a contract for those professional services with the professional service provider and the City being the sole parties to the contract,or authorize Consultant to execute a subcontract with the professional service provider after approval of the subcontract by the City. CITY: CONSULTANT: CITY O RIVERSIDE, MISSOURI CBC REAL ESTATE GROUP LLC By: By: Kathle L. Rose, Mayor William F. Crandall, Principal (SEAL).......: ' . Al test: Robin Kincaid,City Clerk 7 O II { 1 Attachment A INITIAL SCOPE OF WORK FOR PROJECT 3 I. PHASE I CREATION OF THE PLAN A. DUE DILIGENCE. Consultant shall be responsible for oversight and coordination of the completion of the Site due diligence and evaluation of the Site conditions which shall include, but not be limited to, review of all available phase 1 environmental reports, geotechnical and structural studies, Site property records, Site ownership history, and all issues related to the Site property boundaries including but not limited to access, points of ingress and egress, visibility from major roads and traffic counts. B. REVIEW OF THE CITY'S VISION. 1. The Consultant shall review the Master Plan (2010 Update) taking long-tern planning efforts into account and conducting a thorough review of comprehensive plans and/or master planning documents that have been created that govern development in this area. 2. The Consultant shall meet with the Mayor,the Board of Aldermen("Board"),the City Administrator and City staff in order to better understand their desired development of the Site and their long-term vision for the City from a development standpoint, as well as the Riverside community's expectations for "Upper Gateway", "Downtown" and "South Downtown" areas,per the Camp Plan,as well as the existing,adjacent commercial properties. C. REVIEW OF THE MARKET'S PERSPECTIVE. 1. The Consultant shall test the market to strike a balance between the planning effort and what the market will accept through: a. Engaging the real estate brokerage community, specifically meeting with local retail and office real estate brokers/developers,to get opinions of the Site from a tenancy and pricing standpoint. b. Compare/Contrast demographic data with comparable commercial developments in the region (shopping centers/multi-family/ flex commercial/other "attractions") D. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. The Consultant shall provide no less than monthly updates to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. 3. The Consultant shall identify prospective developers and/or end-users of the Site. 4. Phase I shall not be considered completed until the Consultant's Findings and Recommended Development Concept Plan for the City ("Development Plan") has been presented and approved by the Board of Aldermen. The Development Plan shall include, but not be limited to, a detailed Site Analysis, a proposed development strategy, projected development costs, potential tenant mix, and the assumed financial participation in the development required of the Developer, the State of Missouri, Platte County, Missouri and/or the City. II. PHASE II EXECUTION OF THE PLAN A. MARKETING TO DEVELOPERS/I'ENANTs/END-USERS. 1. Upon completion of Phase 1 activities and the Board's approval to proceed with Phase II of the Development Plan for the Site the Phase 11 duties and responsibilities of the Consultant shall include, but not be limited to the following: a. Develop a marketing strategy for the Development Plan and present said strategy to the City Staff, Board of Aldermen and the Mayor; b. Market the Development Plan; c. Continued review and evaluation of the economics of the Development Plan, including but not limited to the return on the City's investment in the Development Plan,proposed to the City for the Site; d. If and when necessary, the Consultant shall: Negotiate the proposed terms and coordinate the execution of a Letter of Intent ("LOP') with the entit(y)(ies) they recommend to the City to be the developer(s)/tenant(s)of the Development Plan; e. Negotiate, subject to final approval of the City, the proposed Business Terms of the Purchase/Sale Agreement(s) (PSA), and/or Development Agreement(s) which shall define the duties and responsibilities of the City, the Developer(s), and the tenants, as well as the acceptable uses of the Development Plan(s)and any incentives deemed reasonable to grant in aid of the development of the Site, for final approval by the Mayor and the Board. f. Present to the Mayor and the Board for the City's approval, the proposed business terms and the entity they recommend to the City to be developer(s)/tenant(s) of the Development Plan(s), with presentations to the Mayor and the Board by the proposed developer(s)/tenant(s). B. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. The Consultant shall provide no less than monthly updates, including identification of prospective developers and/or end-users of the Site, to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. C. LAND SALE/CONVEYANCE AND DEVELOPMENT AGREEMENT(S). 1. Consultant at the City's sole discretion may act as the City's real estate agent in the negotiations of the terms of a land sale or long-term lease of the property to a third- party as part of the Development Plan. STATEMENT OF WORK 2018 DEVELOPMENT CONSULTANT AGREEMENT: SOW No.4 This Statement of Work ("SOW") is made effective as of January 18, 2018, and is entered into under the terms of that certain Development Consultant Agreement dated November 22, 2017 ("Agreement"), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri ("City"), and CBC REAL ESTATE GROUP LLC, a Missouri limited liability company ("Consultant"). Capitalized terms not defined in this SOW shall have the meanings ascribed thereto in the Agreement. Any appendices and exhibits attached to this SOW shall be deemed to be incorporated herein by this reference. 1. DEVELOPMENT. Consultant shall use its best efforts pursuant to those Consultant Services provided for within Attachment A, attached hereto and incorporated herein, to position the Property known as the Block Development ("Site") for development as provided herein. All expenses of Consultant associated with development of the Site shall be paid by Consultant unless approved by the City in advance in writing. 2. COORDINATION OF DEVELOPMENT OPPORTUNITIES. Consultant shall use best efforts to assist the City in negotiating with various users and assisting in the coordination of new development opportunities for the Site with the City and other agencies as needed. Consultant shall coordinate with City staff to present each new development opportunity for the Site to the Mayor and Board of Aldermen("Board") in a clear and concise way for the City's consideration. 3. MATERIALS. Materials prepared by Consultant shall include, but are not limited to the following: a. Background research on companies desiring to locate to the Site; b. Economic return on investment analysis for locating, expanding and relocating businesses to the Site; and C. An economic impact analysis of the proposed projects for the Site based on the City's budget, financial structure and property value data. In no event shall the City have any obligation to accept any opportunity for the Site presented to the City by Consultant, nor shall the City incur any liability to Consultant for rejecting any opportunity. 4. REPORTS. Consultant shall deliver to City, within twenty (20) days after the end of each calendar month, in a form acceptable to City, an operational summary of summary of all activities undertaken by the Consultant authorized by and pursuant to this SOW ("Consultant Services"). At least monthly, Consultant shall meet with the Mayor and Board to review the performance of its Consultant Services provided for the Site. 5. CITv DocuMENTS. Consultant shall have access to all existing reports and documents in the possession of the City relating to master planning and real property matters for the Site. 6. PHASE I COMPENSATION. The City shall provide compensation to Consultant, in a total aggregate amount not to exceed Thirty-Five Thousand and 00/100 Dollars ($35,000.00)„ provided pursuant to Phase I of this SOW, as follows: Bill Crandall, Managing Principal $325 per hour; Jason Glasrud, Development Manager$175 per hour; and expenses as provided for in Section 8 below. 7. PHASE II COMPENSATION. In consideration for the services provided in Phase II by the Consultant the City shall pay the following compensation to the Consultant: a) An amount equal 2%of the private investment including incentives. As used in this subparagraph "private investment including incentives" shall mean the cost of construction of the vertical improvements and infrastructure as those components are defined within the Development Agreement for the Site and as said cost is confirmed by the City;or b) If Consultant's participation is limited to negotiation of the sale or lease of the Site only, Consultant's compensation shall be a commission of 6% of the sales price with a participating broker,split equally. 8. EXPENSES. For both Phases I and II, Consultant shall pay for all normal business expenses out of the Consultant's fee. Consultant does not anticipate any additional expenses to be incurred above and beyond its stated fees for either Phase I or II. Travel for either Phase I or II may be reimbursable with prior approval of the City Administrator. If the City and the Consultant agree additional consultants are needed for either Phase I or II, the scope of work of said consultants ("professional service provider") and projected costs shall require approval by the City and the City shalt determine whether to execute a contract for those professional services with the professional service provider and the City being the sole parties to the contract,or authorize Consultant to execute a subcontract with the professional service provider after approval of the subcontract by the City. CITY: CONSULTANT: CITY OF RIVERSIDE,MISSOURI CBC REAL EESSTTATE GROUP LLC By: By: ���� . Kathlee .'MeS'MaxorL William F. Crandall,Principa O ' (SES[,) S R'lppin Kiocaid,, ity.Clvk Attachment A INITIAL SCOPE OF WORK FOR PROJECT 3 I. PHASE I CREATION OF THE PLAN A. DuE DILIGENCE. Consultant shall be responsible for oversight and coordination of the completion of the Site due diligence and evaluation of the Site conditions which shall include, but not be limited to, review of all available phase 1 environmental reports, geotechnical and structural studies, Site property records, Site ownership history, and all issues related to the Site property boundaries including but not limited to access, points of ingress and egress, visibility from major roads and traffic counts. B. REVIEW OF THE CITY'S VISION. 1. The Consultant shall review the Master Plan (2010 Update) taking long-term planning efforts into account and conducting a thorough review of comprehensive plans and/or master planning documents that have been created that govern development in this area. 2. The Consultant shall meet with the Mayor, the Board of Aldermen("Board"),the City Administrator and City staff in order to better understand their desired development of the Site and their long-term vision for the City from a development standpoint, as well as the Riverside community's expectations for "Upper Gateway", "Downtown" and "South Downtown" areas,per the Camp Plan,as well as the existing,adjacent commercial properties. C. REVIEW OF THE MARKET'S PERSPECTIVE. 1. The Consultant shall test the market to strike a balance between the planning effort and what the market will accept through: a. Engaging the real estate brokerage community, specifically meeting with local retail and office real estate brokers/developers,to get opinions of the Site from a tenancy and pricing standpoint. b. Compare/Contrast demographic data with comparable developments in the region. D. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. The Consultant shall provide no less than monthly updates to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. 3. The Consultant shall identify prospective developers and/or end-users of the Site. 4. Phase I shall not be considered completed until the Consultant's Findings and Recommended Development Concept Plan for the City ("Development Plan") has been presented and approved by the Board of Aldermen. The Development Plan shall include, but not be limited to, a detailed Site Analysis, a proposed development strategy, projected development costs, potential tenant mix, and the assumed financial participation in the development required of the Developer,the State of Missouri, Platte County, Missouri and/or the City. II. PHASE H EXECUTION OF THE PLAN A. MARKETING TO DEVELOPERS/I'ENANTs/END-USERS. 1. Upon completion of Phase 1 activities and the Board's approval to proceed with Phase II of the Development Plan for the Site the Phase II duties and responsibilities of the Consultant shall include, but not be limited to the following: a. Develop a marketing strategy for the Development Plan and present said strategy to the City Staff, Board of Aldermen and the Mayor; b. Market the Development Plan; c. Continued review and evaluation of the economics of the Development Plan, including but not limited to the return on the City's investment in the Development Plan, proposed to the City for the Site; d. If and when necessary, the Consultant shall: Negotiate the proposed terms and coordinate the execution of a Letter of Intent ("LOP') with the entit(y)(ies) they recommend to the City to be the developer(s)/tenant(s)of the Development Plan; e. Negotiate, subject to final approval of the City, the proposed Business Terms of the Purchase/Sale Agreement(s) (PSA), and/or Development Agreement(s) which shall define the duties and responsibilities of the City, the Developer(s), and the tenants, as well as the acceptable uses of the Development Plan(s)and any incentives deemed reasonable to grant in aid of the development of the Site, for final approval by the Mayor and the Board. f. Present to the Mayor and the Board for the City's approval, the proposed business terms and the entity they recommend to the City to be developer(s)/tenant(s) of the Development Plan(s), with presentations to the Mayor and the Board by the proposed developer(s)/tenant(s). B. COMMUNICATIONS WITH THE BOARD OF ALDERMEN. 1. The Consultant shall provide no less than monthly updates, including identification of prospective developers and/or end-users of the Site, to the Board and Mayor, or any other persons or entities that the Mayor, the Board or the City Administrator may designate. 2. The Consultant, together with any other professional service providers authorized by the City, shall present conceptual development plans for the Site to the Mayor and the Board for review and comment. C. LAND SALE/CONVEYANCE AND DEVELOPMENT AGREEMENT(S)• I. Consultant at the City's sole discretion may act as the City's real estate agent in the negotiations of the terms of a land sale or long-term lease of the property to a third- party as part of the Development Plan.