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2006-174 - Selection of Developer for Upper Gateway Mixed Use Development
BILL N0.2006-174 ORDINANCE N0.2006-174 ORDINANCE SELECTING A DEVELOPER TO IMPLEMENT THE UPPER GATEWAY MIXED USE REDEVELOPMENT PLAN, APPROVING A REDEVELOPMENT AGREEMENT, AND APPROVING OTHER ACTIONS RELATED THERETO. 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, and the Board of Aldermen of the City did approve the "Upper Gateway Mixed Use Redevelopment Plan" (the "Redevelopment Plan"); and WHEREAS, the City desires to select TE Woods Construction, Inc. 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 TE Woods Construction, Inc.; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOW5: Section 1. TE Woods Construction, Inc. 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 January 31, 2007. Section 2. The Redevelopment Agreement, in substantially the form attached as Exhibit A (with such changes, additions and deletions as may be 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 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. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri this ~~ day of December, 2006. a " ~. r'~ ~ r zui r ~ ~~~i ,` s~~h. ~ ;_ ,: ~, a ~,-~ .+ ~~ y i " ~_;~ ATTES • uise Rusick, City Jerk Kath een L. Rose, Mayor ~t ~~~~ First American T+tle i' STATE OF MISSOURI COUNTY OF PLATTE SS I CERTIFY INSTRUMENT RECEIVED 2007 Feb 01 09:09:49 AM INSTRUMENT #: 2007 001671 RECORDED BOOK: 1097 PAGE: 786 FEE: $132.00 38-E GLORIA BOYER, PLATTE CO. RECORDER E/ectronlcally Recorded PLATTE COUNTY MISSOURI CERTIFICATION RECORDER OF DEEDS The Recorder of Deeds has added this page to your document per compliance with State law under Exempt Status. RSMo 59.310.4 (effective January 1, 2002) EXEMPT DOCUMENT This Page Is Part Of The Document - Do Not Detach i n ~~ T I, ` City of 2950 NW Vivion Road Riverside, Missouri 64150 816-741-3993 or FAX 816-746-8349 www.riversidemo.com On this 28th day of December, 2006 I, Louise Rusick, City Clerk of the City of Riverside, Missouri do hereby certify that the attached is a true and accurate copy of Ordinance No. 2006-172, Ordinance No. 2006-173 and Ordinance No. 2006-174 which was duly adopted and enacted by the Board of Aldermen of the City of Riverside, Missouri at their December 28, 2006 meeting and as signed by the Mayor and attested by the City Clerk on December 28, 2006. In WITNESS WHEREOF, I have hereunto set my hand and the official seal of the City of Riverside, Missouri. ~f r f, t~~ RpE.... Ci Clerk E S~ ~,, 4 ~ , i~e~. .pEE (.. ~. ONA ~ 1' ~ E ~ 4 ij ~ 9 ~~ ~ ~ 4 . A ` ~'" a :.~ ~ ~: d ~._ ~.. ~ ~ ~,..; .a ~.„, ~, ' w 'e, ..:'.p, ... ~.. r. a ~, a~ r ~. Missouri BILL N0.2006-174 ORDINANCE N0.2006-174 ORDINANCE SELECTING A DEVELOPER TO IMPLEMENT THE UPPER GATEWAY MIXED USE REDEVELOPMENT PLAN, APPROVING A REDEVELOPMENT AGREEMENT, AND APPROVING OTHER ACTIONS RELATED THERETO. 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 Commisi ve ~ RiUer ede~i ~I~Way Md~ded Usk Redevelop ent Plan" (the Aldermen of the City did app PP "Redevelopment Plan"); and WHEREAS, the City desires to select TE Woods Consetruc~ ~'a elopment agreement; and implement the Redevelopment Flan pursuantto a mutu~-lly agt' ~ WHEREAS, the City desires to enter a redevelopment agreement with TE Woods Construction, Inc.; NOW, THE~RS~ , MISSOURI, ~ FOLLOWS: B+~ARD OF ALDERMEN OF THE CTTY OF RI Section 1. s b W to ~~ execution of anmutually agr~eabYe redevelopment~agreement e Redevelopment Plan, J 31, ~UUT. between such developer and the City on or prior to January Section 2. The Redevelopment pgeeement, in sub~tarltlnlly the form attached as Ex bit A (with such changes, additions and deletions as may be appr©v~ed by the officer executing such document, such execute n >~ rmancelof the City obligat o n thereunder are approved. The Mayor is such agreement, and t Pe authorized and directed to execute and deliver such. Agreement on behalf of the Clty. S 'on 3. The Mayor, the City Clerk and other ol~icets and agents of the City are hereby authorized and directed to execute alt 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. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri this ~ ~ ~Y of December, 2006. _~ "'- ~ Kath een L. Rose, Mayor ` ~. - ,A n uise Rusick, City Jerk t' Title of Document: Redevelopment Agreement Date of Document: December 29, 2006 Grantor: TE Woods Construction, Inc. Grantor's Address: 14400 East 42nd, Suite 200 Independence, Missouri 64055 Grantee: City of Riverside, Missouri Grantee's Address: c/o City Administrator City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Legal Description: See Exhibit C Please return recorded document to: Deborah A. Polk Armstrong Teesdale LLP 2345 Grand, Suite, 2000 Kansas City, Missouri 64150 i I 1. Exhibit A to Ordinance 2006-174 T ~, REDEVELOPMENT AGREEMENT Between the CITY OF RIVERSIDE, MISSOURI and TE WOODS CONSTRUCTION, INC. Relating to: UPPER GATEWAY MIXED USE REDEVELOPMENT PLAN Dated as of December 29, 2006 I ... .. ¶ 1, T ~, TABLE OF CONTENTS Recitals ..................................................................................................................................... 1 Agreement ................................................................................................................................ 1 Article I - Detinitions ........................................................................................................ l 1.1 Defmitions ............................................................................................................1 1.2 Other Definitions .................................................................................................. 4 Article II -Selection of Developer ................................................................................... 5 2.1 Developer Designation ......................................................................................... 5 2.2 Advancement/Payment ofCosts .......................................................................... 5 Article III -Construction of Redevelopment Projects .................................................. 5 3.1 Acquisition of Property ........................................................................................ 5 3.2 Condemnation ...................................................................................................... 5 3.3 Relocation ............................................................................................................ 5 3.4 Developer to Construct the Work, Required Approval, Insurance ...................... 6 3.5 Governmental Approvals ....................................................... ..... 6 ......................... 3.6 Planned District, Construction Plans; Changes ..................................... ...... 6 3.7 Certificate of Substantial Completion .................................................................. 7 3.8 City and Developer Actions ................................................................................. 7 3.9 Tenant Selection ................................................................................................... 7 Article IV -Reimbursement of Developer Costs ........................................................... 8 4.1 City's Obligation to Pay or Reimburse Developer ............................................... 8 4.2 Reimbursements Limited to City Assistance Redevelopment Project Costs....... 8 4.3 City's Obligation Limited to Appropriations ................ .................................. 8 Article V -Property Payments; Easements and Right-of-Way .................................... 8 5.1 Property Payments for Residential Properties ...................................................... 8 5.2 Property Payments for Commercial Property ...................................................... 9 i ... ¶ 1. . T ~, 5.3 Certificate of Evidencing Payments ............................................ 9 ...................... ... 5.4 Easements and Right-of--Way ............................................ 10 ................................ Article VI -Special Allocation Fund; Collection and Use of TIF Revenues .............. 10 6.1 Creation of Special Allocation Fund ........................................... 10 ....................... 6.2 Cooperation in Determining TIF Revenues ................................ 10 ....................... 6.3 Obligation to Report TIF Revenues ...................................... 11 ............................. 6.4 Notice to City of Transfer ................................................. . 11 . ............................... Article VII -General Provisions .................................................. l l .................................. 7.1 City's Right of Termination .................................................... 11 ............................ 7.2 Successors and Assigns ...................................................................................... 11 (a) Binding Affect ............................................................................ 11 ................. ~) Assignment or Sale ...................................................................................... 1 I (c) Assignment to Phase A Subdeveloper ......................................................... 12 7.3 Remedies ............................................................................................................12 7.4 Force Majeure .................................................................................................... 12 7 5 Notices . ............................................................................................................... 12 7.6 Conflict of Interest ......................................................................... 13 .................... 7.7 Inspection ................................................................................. . 13 .. ....................... 7.8 Choice of Law .................................................................................................... 14 7.9 Entire Agreement; Amendment ........................................ . 14 . ............................... 7.10 Counterparts ............................................................................. 14 ......................... 7.11 Severability ....................................................................................................... 14 7.12 Representatives Not Personally Liable ...................................... 14 ....................... 7.13 Release and Indemnification .. 14 ........................................................................... 7.14 Survival ............................................................................................................. 15 7.15 Recording/Priority of Agreement 15 ...................................................................... ii 7.16 Maintenance of the Property ............................................................................. 15 Article VIII -Representations of the Parties ...............................................................16 8.1 Representations of the City ................................................................................ 16 8.2 Representations of the Developer ...................................................................... 16 111 i n T, T ~, EXHIBIT LIST EXHIBIT A Form of Certificate of City Assistance Redevelopment Project Costs EXHIBIT B Form of Certificate of Substantial Completion EXHIBIT C Legal Description of Redevelopment Area EXHIBIT D Estimated Redevelopment Project Costs EXHIBIT E Form of Notice of Commencement of Construction EXHIBIT F Form of Certificate of Payment iv i ¶ ~. T ~, REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as of this 29a' day of December, 2006, by and between the CITY OF RIVERSIDE, MISSOURI (the "City"), a city and political subdivision duly organized and existing under its charter and the Constitution and laws of the State of Missouri, and TE WOODS CONSTRUCTION, INC., (the "Developer"), a Missouri 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 December 13, 2006 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 Upper Gateway Mixed Use 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. C. On December 28, 2006, after due consideration of the TIF Commission's recommendations, the City adopted: (1) Ordinance No. 2006-173 designating the Redevelopment Area as a "redevelopment area" as provided in the TIF Act, approving the Redevelopment Plan, and approving the redevelopment projects described in the Redevelopment Plan, adopting tax increment allocation financing within the Redevelopment Project Area, and establishing the Special Allocation Fund; and (2) Ordinance No. 2006-174 authorizing the City to enter into a redevelopment agreement with Developer. D. 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. E. Pursuant to provisions of the TIF Act and Ordinance Nos. 2006-173 and 2006-174, respectively, 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: ARTICLE I. DEFINITIONS 1.1. Definitions. As used in this Agreement, the following words and terms shall have the following meanings: "Acquisition Costs" means all costs of acquiring a fee simple interest in the Property, including, but not limited to the cost of land and improvements; and professional fees of any kind or nature, including attorneys' fees, filing fees, recording fees, experts' fees. "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. 2006-173, designating the Redevelopment Area, approving the Redevelopment Plan, approving the Redevelopment Projects, adopting tax increment allocation financing within the Redevelopment Project Area and establishing the Special Allocation Fund. "Authorizing Ordinance" means Ordinance No. 2006-174 authorizing the City to enter into a Redevelopment Agreement with Developer. "Available Revenues" means, subject to annual appropriation, all monies in the Municipal Revenues Account that have been appropriated to the payment or reimbursement of City Assistance Redevelopment Project Costs. "Board of Aldermen"means the Board of Aldermen of the City. "Certificate of City Assistance Redevelopment 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 City Assistance Redevelopment 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 Work. "City" means the City of Riverside, Missouri, a city and political subdivision duly organized and existing under its charter and the Constitution and laws of the State of Missouri. "City Assistance Redevelopment Project Costs" means those Redevelopment Project Costs as described in Exhibit D, attached hereto and incorporated herein by reference, which are eligible for payment from Municipal Revenues and which have been certified pursuant to the Cost Certification. "Construction Plans" means plans, drawings, specifications and related documents, and construction schedules for the construction of the 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 prepared by the Developer evidencing City Assistance Redevelopment Project Costs. "Developer" means TE WOODS CONSTRUCTION, INC., a Missouri corporation, or its permitted successors or assigns in interest. "EATSAccount"means the Economic Activity Tax Account in the Special Allocation Fund. "Economic Activity Tazes" or "EATS" shall have the meaning ascribed to such term in Section 99.805 of the TIF Act. 2 i ... _ n T' T L. "Finance Officer"means the Finance Director of the City or her authorized agent. "Governmental Approvals" means all plat approvals, re-zoning or other zoning changes, site plan approvals, conditional use permits, variances, building permits, or other subdivision, zoning, or similar approvals required for the implementation of the Redevelopment Projects related to the Redevelopment Area and consistent with the Redevelopment Plan and this Agreement. "Municipal Revenues" means, while the Redevelopment Plan remains in effect and, subject to annual appropriation, the total additional revenue appropriated by the City for payment of Redevelopment Project Costs. "Municipal Revenues Account" means the account by that name created in Section 6.1 of this Agreement. "Notice of Commencement of Construction" means a document substantially in the form of Exhibit E, 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 fifty percent (50%) of the payments in lieu of taxes as defined in Section 99.805 of the TIF Act. "Phase A Subdeveloper" means Superior Land Development, LLC, a Missouri limited liability company. "PILOTSAccount" means the PILOTS Account in the Special Allocation Fund. "Property" means the real property (including without limitation all options held by third parties, fee interests, leasehold interests, tenant-in-common interests and such other like or similaz interests) and existing improvements in the Redevelopment Area necessary for the implementation of the Redevelopment Projects. "Redevelopment Area" means the real property described in Exhibit C, attached hereto and incorporated herein by reference, comprising approximately 20 acres of land. "Redevelopment Plan" means the plan titled Upper Gateway Mixed Use Redevelopment Plan as approved by the City on December 28, 2006, pursuant to Ordinance No. 2006-173, as such plan may from time to time be amended in accordance with the TIF Act. "Redevelopment Project 1" means public and private infrastructure improvements including road improvements, sewers, water, storm drainage, topographic improvements, demolition, clearing, grading, sidewalks, detention ponding, erosion control, traffic control, landscaping and related infrastructure improvements, together with land acquisition, the cost of such work and improvements being estimated at approximately $2.5 million. "Redevelopment Project II" means a mixed use commerciaUresidential project including Redevelopment Project II-Phase A and Redevelopment Project II-Phase B. "Redevelopment Project II-Phase A" means a commercial building containing approximately 13,000 squaze feet, with the construction costs of such project being estimated at approximately $1.3 million. 3 i. ,.. .. ¶ T. T 1.. "Redevelopment Project II-Phase B" means a residential development consisting of approximately 120-150 single family residential units and the necessary private improvements associated therewith, with the costs of such project being estimated at approximately $20 million. "Redevelopment Project Costs" shall have the meaning ascribed to such term in Section 99.805(14) of the TIF Act. "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. "Special Allocation Fund" means the City of Riverside, Missouri, Upper Gateway Mixed Use 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 Work when the Redevelopment Projects are sufficiently complete in accordance with the Redevelopment Plan, the Construction Plans and this Agreement so that the commercial property and the residential units 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. "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri, as amended. "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. "Work" means all work necessary to prepare the Redevelopment Area and to construct or cause the construction of the Redevelopment Projects as specifically described in the Redevelopment Plan and this Agreement including, but not limited to: (1) property acquisition; (2) professional fees, including architecture, engineering, soil, surveying, legal and planning and consulting; (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, stormwater improvements, and electrical service facilities and street lights; (5) construction of a mixed use residential and commercial development consisting of approximately 13,000 square feet of commercial space as well as 120-150 residential units, as well as related internal roads, sidewalks and parking facilities, and screening and site landscaping; (6) all other work described in the Redevelopment Plan or reasonably necessary to effectuate the intent of this Agreement. 1.2. Other Definitions. Any work or term not defined herein shall have the meaning ascribed to such term in the Redevelopment Plan. 4 ARTICLE II. SELECTION OF DEVELOPER 2.1. Developer Designation. The City hereby designates the Developer to perform or cause the performance of the Work in accordance with the Redevelopment Plan, this Agreement, and all Governmental Approvals. The Developer shall, within sixty (60) days from the date of this Agreement, enter into a contract with the Phase A Subdeveloper for the sale of property upon which Redevelopment Project II -Phase A is to be built. If, for any reason, the Phase A Subdeveloper does not substantially complete construction of Redevelopment Project II - Phase A within two (2) years from the date of this Agreement, the Developer shall, within sixty (60) days thereafter, submit a proposed amendment to the Redevelopment Plan to the T1F Commission and the City detailing the manner in which the Developer proposes to develop, or cause to be developed, the Redevelopment Project Area in lieu of Redevelopment Project II - Phase A. The Developer shall include a provision in the sale contract with the Phase A Subdeveloper providing for the reacquisition of such property by the Developer if Redevelopment Project II -Phase A is not built within two years of the date of this Agreement. 2.2. Advancement/Payment of Costs. The City will, subject to annual appropriations, advance the City Assistance Redevelopment Project Costs, in the maximum amounts set forth on Exhibit D, for Redevelopment Project I Work with the Developer being solely responsible for all amounts in excess thereof. The Developer agrees to advance all costs necessary to prepare a pad site on the Redevelopment Project Area for Redevelopment Project II -Phase A. The Phase A Subdeveloper will advance all Redevelopment Project Costs for Redevelopment Project II - Phase A Work. The Developer agrees to advance all Redevelopment Project Costs for Redevelopment Project II - Phase B as necessary to complete the Work related thereto. ARTICLE III. CONSTRUCTION OF REDEVELOPMENT PROJECTS 3.1. Acquisition of Property. Developer represents that, as of the date of this Agreement, Developer has contracts or options to purchase a fee interest in all of the Property, excluding City streets or any portion thereof. Any additional properties acquired by the Developer for completion of the Work shall be held in the name of the Developer and shall be subject to the terms, conditions, and covenants contained herein and 'in the Redevelopment Plan immediately upon acquisition. 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. The Developer shall identify any Displaced Person that is entitled to relocation payments or relocation assistance under the Relocation Plan. The City shall coordinate and pay such relocation payments and relocation assistance in accordance with the Relocation Plan. 5 r. n T, T ~, 3.4. Developer to Construct the Work, Required Approval, Insurance. (a) The Developer shall commence or cause the commencement of the construction of the Work promptly following the date this Agreement is executed and delivered. The Developer shall complete or cause the completion of all of the Work (i) relating to Redevelopment Project I no later than June 30, 2008, (ii) relating to Redevelopment Project II - Phase A no later than December 31, 2008, subject, however, to extension in the event the Phase A Subdeveloper fails to substantially complete construction within such two (2) year period and the Developer proposes an amendment to the Redevelopment Plan as contemplated by Section 2.1, above, and (iii) relating to Redevelopment Project II - Phase B not later than December 31, 2012, absent any events of force majeure within the meaning of Section 7.4 of this Agreement. (b) The Developer may enter into or cause to be entered into one or more construction contracts to complete the Work. Prior to entering into any contract(s) for (i) Work to be performed in right-of--way or utility easements, or (ii) Work relating to improvements which will be turned over to the City or any utility, the Developer shall submit each such contract to the Board of Aldermen for its approval, which approval shall not be unreasonably withheid, conditioned or delayed. The City shall respond in writing to any request for approval with respect to any such contract within twenty-one (21) 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. (c) Prior to the commencement of construction of any portion of the Work, 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 portion of the Work. 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. 3.5. Governmental Approvals. The Developer shall, at its sole cost and expense, obtain or cause to be obtained all Governmental Approvals required for the Work. 3.6. Planned District, Construction Plans; Changes. The Property and related 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 the 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 changes as site conditions or orderly development may dictate provided that neither the size or the general character of any Redevelopment Project is changed. and provided that each such change is in furtherance of the general objectives 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, the Developer shall obtain the advance written consent of the City. 6 1< .. .. ¶ ~, T ~, 3.7. Certificate of Substantial Completion. Promptly after Substantial Completion of the 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 perform all Work so accepted. The Certificate of Substantial Completion shall be in substantially the form of Exhibit B, attached hereto and incorporated by referenced herein. 3.8. City and Developer Actions The Developer acknowledges and agrees that upon its acquisition of all of the property, it is obligated to take all actions and execute all documents necessary for the City to create a neighborhood improvement district ("I~TID") covering the portion of the Property to be developed as residential. To that end, the City and the Developer agree as follows: (a) The City and Developer shall each use their best efforts and cooperate with each other in good faith in all proceedings relating to the creation of the NID, including the execution of all petitions, consents, approvals, authorizations or other documents required to create the NID. (b) Developer represents that the number of residential lots shall be at least 120 but may be in excess thereof. The assessment shall be based upon the following formula: number of residential units X $240 per year X 20 years. The NID assessment shall be payable in substantially equal installments over twenty years. The City represents that it intends to self-finance the work to be performed under the NID but only to the extent included in the City Assistance Redevelopment Project Costs. The Developer shall be responsible for all amounts in excess of the City Assistance Redevelopments Project Costs amounts set forth in Exhibit D. The foregoing NID assessment is inclusive of interest and financing costs, if any, attributable to the cost of such work over the period of such financing. The City and the Developer shall cooperate in the determination of the specific work to be performed under the NID. (c) The Developer, as the owner of record of all real property located within the NID, shall in good faith cooperate and assist in obtaining approval for and levying of the NID assessments. (d) The Developer shall waive the right to file suit to set aside the NID assessments or otherwise question the validity of the proceedings relating thereto. 3.9. Tenant Selection. So long as there remains any unreimbursed Reimbursable Project Costs under the Redevelopment Plan, the Developer shall give consideration in commercial tenant selection, as between competing prospective tenants, to any tenant who will produce a higher volume of sales taxes for the City, ail other economic terms and conditions being equal. 7 ARTICLE IV. REIMBURSEMENT OF DEVELOPER 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 City Assistance Redevelopment Project Costs, which costs shall not exceed the amounts set forth on Exhibit D, attached hereto and incorporated herein by reference. The City represents and warrants that it has heretofore appropriated the full amount of the City Assistance Redevelopment Project Costs and that such appropriation remains in effect on the date hereof. 4.2. Reimbursements Limited to City Assistance Redevelopment 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. The Developer shall provide to the City (a) itemized invoices, receipts or other information evidencing such costs; and (b) a Certificate of City Assistance Redevelopment Project Costs constituting certification by the Developer that such cost is eligible for reimbursement under the TIF Act. Within thirty (30) days of the City's receipt from the Developer of a Certificate of City Assistance Redevelopment Project Costs, the City shall review and act upon such Certificate of City Assistance Redevelopment Project Costs. The parties agree that each of the categories of costs set forth in Exhibit D, attached hereto and incorporated herein by reference, shall constitute City Assistance Redevelopment Project Costs which aze eligible for payment or reimbursement in accordance with the TIF Act and this Agreement. If the City determines that any cost identified as a City Assistance Redevelopment 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 thirty (30) days identifying the ineligible cost and the basis for determining the cost to be ineligible. 4.3. City's Obligations Limited to Appropriations. Notwithstanding any other term or provision of this Agreement, City Assistance Redevelopment Project Costs are payable only from monies in the Municipal Revenues Account appropriated for such purposes, and from no other source. Within five (5) days after the date of this Agreement, the City shall transfer and credit the full amount of the City Assistance Redevelopment Project Costs to the Municipal Revenues Account; provided however, such funds may be invested with other City funds, with any investment earning being retained by the City. ARTICLE V. PROPERTY PAYMENTS; EASEMENTS AND RIGHTS-OF-WAY 5.1. Property Payments for Residential Properties. To reimburse the City for its payment of Acquisition Costs for the Property, Developer shall pay to the City the sum of Six Thousand Dollazs ($6,000) ("Per Lot Payment") for each and every residential lot within the Property ("Residential Lot"). There will be a minimum of 120 Residential Lots but the actual number may be in excess thereof. The full $6,000 Per Lot Payment shall apply to each and every lot (even those in excess of 120). 8 i ¶ 1. j 1. Notwithstanding the foregoing, if there is built on any lot more than one residential unit, Developer shall pay to the City the sum of Six Thousand Dollars ($6,000) ("Per Unit Payment") for each and every unit built on such lot. The Per Lot Payment or Per Unit Payment, as applicable, shall be paid to the City prior to the issuance of a building permit for any structure to be built on a Residential Lot. Developer shall not commence or allow to be commenced any such Work unless and until there has been paid to the City the Per Lot Payment or Per Unit Payment, as applicable. No such building permit will be issued unless and until such payment has been paid to the City. Each such payment shall be accompanied by a legal description of the portion of the Property for which such payment is being made. These obligations are covenants running with the land, which covenants shall be enforceable against Developer and any and all purchasers, transferees (whether transferred voluntarily, involuntarily or by operation of law) or other users of such property as if such purchaser, transferee or other user of such real property were originally a party to and bound by this Agreement. 5.2 Property Payments for Commercial Property. Additionally, to further reimburse the City for its payment of Acquisition Costs for the Property, Developer shall pay to the City the sum of Fifty Thousand Dollars ($50,000.00) ("Per Acre Payment") for each and every commercial acre or part thereof within the Property ("Commercial Property") with approximately five commercial acres currently anticipated. The Per Acre Cost shall be paid to the City prior to the issuance of a building permit for any structure to be built on the Commercial Property. Developer shall not commence or allow to be commenced any such Work on any part of the Commercial Property unless and until there has been paid to the City the Per Acre Payment for the Commercial Property. No such building permits will be issued unless and until such Per Acre Payment has been paid to the City. Each such payment shall be accompanied by a legal description of the portion of the Property for which such payment is being made. Notwithstanding the foregoing due dates, if the Developer sells any part of the Commercial Property to any person, then simultaneously with such sale, Developer shall pay to the City the Per Acre Payment for the Commercial Property so sold. These obligations are covenants running with the land, which covenants shall be enforceable against Developer and any and all purchasers, transferees or other users of such property as if such purchaser, transferee or other user of such real property were originally a party to and bound by this Agreement. 5.3 Certificate Evidencing Payments. Upon receipt by the City of a Per Lot Payment, a Per Unit Payment or a Per Acre Payment and the applicable legal description(s), the City will issue to the Developer a Certificate of Payment evidencing the satisfaction of the Developer's agreements and covenants to make the payments required under Section 5.2 or Section 5.3, as applicable, with respect to the portion of the Property specified in such Certificate of Payment. The Developer may record such Certificate of Payment with the Platte County Recorder's Office. The Certificate of Payment shall be in substantially the form of Exhibit F, attached hereto and incorporated by referenced herein. 9 5.4 Easements and Rights-of--Way. 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. 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. 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 agree to 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 to be developed for commercial uses) shall require each "seller" (as that term is defined in Section 144.010(11) of the Missouri Revised Statutes, as amended) located on 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) Within thirty (30) days of filing, copies of all sales tax returns filed with the Missouri 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) in interest as an owner or owner(s) of any portion of the Redevelopment Project Area to be developed for commercial uses) 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 be developed for commercial uses 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 be developed for commercial uses to, or any lease entered into with, any "seller." 10 i. ¶ ,~. T 1 6.3. Obligation to Report TIF Revenues. The Developer shall cause any purchaser or transferee of real property located within the Redevelopment Project Area to be developed for commercial uses, and any lessee or other user of real property located within the Redevelopment Project Area to be developed for commercial uses 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 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 Ageement. 6.4. Notice to City of Transfer. The Developer agrees to notify the City in writing of any proposed sale, transfer, or other disposition of the Property or any interest therein as permitted by Section 7.2(b) of this Agreement at least thirty (30) days (ten days solely with respect to a sale to the Phase A Subdeveloper) 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. With respect to sale or other transfer to the Phase A Subdeveloper, such notice shall be accompanied by the proposed Assumption Agreement contemplated by Section 7.2(c) of this Agreement. ARTICLE VII. GENERAL PROVISIONS 7.1. City's Right of Termination. The City may terminate this Agreement if the Developer fails to acquire the Redevelopment Area within six months of the date of this Agreement. Upon such termination, the City shall have no further obligation to pay or reimburse the Developer for any City Assistance Redevelopment Project Costs. 7.2. Successors and Assigns. (a) Binding Affect. 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. Prior to the creation of the NID and the payment of the amounts required under Section 5.1 and Section 5.2 of this Agreement, as applicable, the fee title to the Property 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 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 11 writing to any request for consent under this paragraph within twenty-one (21) 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. (c) Assignment to Phase A Subdeveloper. Notwithstanding the provisions of section 7.2(b), the Developer shall have the right, without the prior consent of the City, to sell or otherwise convey the Redevelopment Project Area to the Phase A Subdeveloper. Upon such sale or other conveyance, the Developer shall cause the Phase A Subdeveloper to assume in writing, in a form acceptable to the City, the obligation hereunder to develop the Redevelopment Project Area in accordance with this Agreement and the Redevelopment Plan, and thereupon the Developer shall be released of any further obligation hereunder with respect to the Redevelopment Project Area. 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. 7.4. Force Majeure. 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 forwards a copy thereof with its mailed or courier delivered notice or communication. In the case of the Developer, to: 'I'E Woods Construction, Inc. 12 i ¶ 1. T 14400 East 42nd, Suite 200 Independence, Missouri 64055 Telephone: (816)228-1188 Fax: (816)228-8566 With a copy to: Polsinelli Shalton Welte Suelthaus, PC 700 West 47'" Street, Suite 1000 Kansas City, Missouri 64112 Attention: Douglas S. Stone Telephone: (816)360-4276 Fax: (816)753-1536 In the case of the City, to: City of Riverside, Missouri City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: 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 Board of Aldermen, the TIF 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 participate 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 13 i. _ ¶ T. T 1 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). 7.9. Entire Agreement; Amendment. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing signed by the parties. 7.10. Counterparts. 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 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. 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 expued 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. 14 (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 occun•ing 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 the Work. (c) The City and its governing body members, officers, agents, attorneys, employees and independent contractors shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, employees, independent contractors or any other persons who may be about the Property or the Work except, but only to the extent required by law, for matters arising out of the gross negligence or willful misconduct of the City and its governing body members, officers, agents, attorneys, employees and independent contractors. 7.14. Survival. Notwithstanding the early expiration of this Agreement or its termination by the City as allowed herein, the provisions contained in Article VI and Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, and Article 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/Priority of Agreement. This Agreement shall be recorded in the Platte County Recorder's Officer simultaneously with the recording of the deed transferring ownership of the Property to the Developer. This Agreement shall have priority over all mortgages and deeds of trust relating to all or any part of the Property. 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 parcel in a good state of repair and attractiveness and in conformity with applicable state and local laws, ordinances and regulations. 15 r. ... ¶ 1. T ~, ARTICLE VIII. REPRESENTATIONS OF THE PARTIES 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.] 16 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 aiiixed thereto, and attested as to the date first above written. «C~»: CTTY O RIVERSIDE, MISSOURI By: Q~ Kathleen L. Rose, Mayor [SEAL] Attest: Louise Rusick, ity Clerk "DEVELOPER": TE WOODS . NSTRUCTION, Thomas E. Woods, President 17 STATE OF MISSOURI ) SS COUNTY OF PLATyT~,EQ ) On this o~4 ""day of December, 2006, before me appeared Kathleen L. Rose, to me personally known, who, being by me 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 yeaz first above written. LOUISE F. RUSICK - NOTARY PUBLIC - NOTARY SERI. Stutc : r,',~uouri Platter Co No Public ~ one#~06404753~• 2009 My Commission Expires: ~q ~~~D~C SS On this ~ day of December, 2006, before me appeared Thomas E. Woods, to me personally known, who, being by me duly sworn, did say that he is the President of TE WOODS CONSTRUCTION, INC., and that he is authorized to sign the instrument on behalf of said corporation by authority of its boazd of directors, and acknowledged to me that he executed the within instrument as said corporation's act and deed. STATE OF MISS ) COUNTY OF ) IN TESTIMONY WHEREOF, I have hereunto set my hand in the County and State aforesaid, the day and year first above written. ~Nra d ~ No Public AAI-raloria~. 2009 [ -- , My Commission Expires: ,~( ~~ of w/ 18 EXHIBIT A Form of Certificate of City Assistance Redevelopment Project Costs Certificate of City Assistance Redevelopment Project Costs TO: City of Riverside 2950 NW Vivion Road Riverside, Missouri 64150 Attention: Brent Miles Re: City of Riverside, Missouri, Upper Gateway Mixed Use Redevelopment Plan Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Redevelopment Agreement dated as of December 29, 2006 (the "Agreement"), between the City and TE WOODS CONSTRUCTION, INC., a Missouri 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 City Assistance Redevelopment Project Cost and was incurred in connection with the construction of the Redevelopment Project I. 2. Each item listed on the Cost Certification attached hereto as Schedule 1 is a "Redevelopment Project Cost" as defined in the Redevelopment Plan and the TIF Act. 3. These City Assistance Redevelopment Project Costs have been ( )have been paid by the Developer and are reimbursable under the Agreement or ~~ are 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 Municipal Revenues Account, 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 Work for which this certificate relates have been issued and are in full force and effect. 7. All 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 City Assistance Redevelopment Project Costs for payment hereunder. 9. The Developer is not in default or breach of any term or condition of the Agreement beyond the applicable cure period, if any. A-1 i n 1. 1 1. Dated this day of , 200 TE WOODS CONSTRUCTION, INC. By: Name: Title: Approved for Payment this day , 200 CITY OF RIVERSIDE, MISSOURI By: Title: A-2 i ., ._ .. ¶ ,~. T EXHIBIT B Form of Certificate of Substantial Completion CERTIFICATE OF SUBSTANTIAL COMPLETION The undersigned, TE WOODS CONSTRUCTION, INC., a Missowi corporation (the "Developer"), pursuant to that certain Redevelopment Agreement dated as of December 29, 2006, between the City of Riverside, Missowi- (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 I; ~~ Redevelopment Project II -Phase A; or (_) Redevelopment Project II -Phase B (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. 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 herein), certifying that such Redevelopment Project has been substantially completed in accordance with the Agreement. 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 IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this _ day of TE WOODS CONSTRUCTION, INC. By: Name: Title: ACCEPTED: CITY OF RIVERSIDE, MISSOURI By: Name: Title: B-2 EXHIBIT C LEGAL DESCRIPTION OF REDEVELOPMENT AREA (PROPERTY) TRACT 1: All that part of the Southwest Quarter of Section 33, Township S 1 North, Range 33 West, in Riverside, Platte County, Missouri, described as follows: COMMENCING at the Southeast corner of the Southwest Quarter of Section 33, Township 51 North, Range 33 West; thence North 0 degrees 26 minutes 07 seconds East along the East line of the Southwest Quarter of said Section 33 a distance of 1978.98 feet to a point on the Easterly prolongation of the North line of Replat of Gate Woods-18` Plat, a subdivision in Riverside, Platte County, Missouri; thence North 89 degrees 28 minutes 20 seconds West along the North line of said Replat of Gate Woods- 1$` Plat and its prolongation a distance of 1004.49 feet to the POINT OF BEGINNING; thence continuing North 89 degrees 28 minutes 20 seconds West along the North line of said Replat of Gate Woods- 1 °` Plat a distance of 192.43 feet to a point; thence North 10 degrees 10 minutes 21 seconds East a distance of 192.15 feet to a point; thence North 29 degrees 21 minutes 13 seconds West a distance of 163.79 feet to a point; thence South 89 degrees 22 minutes 54 seconds East a distance of 641.30 feet to a point; thence South 0 degrees 26 minutes 07 seconds West a distance of 140.45 feet to a point; thence North 89 degrees 25 minutes 38 seconds West a distance of 366.30 feet to a point; thence South 0 degrees 26 minutes 07 seconds West a distance of 50.00 feet to a point; thence North 89 degrees 25 minutes 38 seconds West a distance of 33.70 feet to a point; thence South 0 degrees 26 minutes 07 seconds West a distance of 140.31 feet to the POINT OF BEGINNING and containing 119,747 Square Feet or 2.749 Acres, more or less. TRACT 2: Beginning at a point 20 chains (1330 feet) South of the Northeast corner of the Southwest Quarter of Section 33, Township 51, Range 33, and running North 5 chains (332.5 feet); thence West 20 chains (1330 feet); thence South 5 chains (332.5 feet); Thence East 20 chains (1330 feet) to the POINT OF BEGINNING all in Platte County, Missouri, except the West 6 acres thereof, except any part in roads. Beginning a point 660.00 feet South of the Northeast corner of the Southwest Quarter of Section 33, Township 51, Range 33, Platte County, Missouri; thence South 330.00 feet on the East line of said Southwest Quarter Section; thence North 89 degrees 52' 38" West 400.00 feet on a line parallel to the North line of said Southwest Quarter section; Thence North 330.00 feet pazallel to the East line of said Southwest Quarter section; thence South 89 degrees 52' 38" East 400.00 feet to the POINT OF BEGINNING, except that part taken for highway purposes. TRACT 3: A tract of land in the Southwest Quarter of Section 33, Township 51, Range 33, in Riverside, Platte County, Missouri, being described as follows: Beginning at a point on the East line of said Southwest C-1 Quarter which is 330.0 feet South of the center of said Section; thence South on the East line of said Southwest Quarter, 330.0 feet; thence North 89 degrees 52 minutes 38 seconds West parallel with the North line of said Southwest Quarter 604.5 feet; thence due North parallel with the East line of said Southwest Quarter 140.0 feet; thence North 89 degrees 52 minutes 38 seconds West parallel with the North line of said Southwest Quarter 366.3 feet; thence due North parallel with the East line of said Southwest Quarter 50.0 feet;. thence South 89 degrees 52 minutes 38 seconds East parallel with the North line of said Southwest Quarter 366.3 feet; thence due North parallel with the East line of said Southwest Quarter of 140.0 feet; thence South 89 degrees 52 minutes 38 seconds East parallel with the North line of said Southwest Quarter 604.5 feet to POINT OF BEGINNING, except that part taken for highway purposes. TRACT 4: A part of the Northwest Quarter and a part of the Southwest Quarter of Section 33, Township 51, Range 33, Platte County, Missouri, more particularly described as follows: Beginning at a point 30 chains South of the Northwest comer of the Northwest Quarter of Section 33, Township 51, Range 33, thence East 40 chains, thence South 10 chains to the East and West line between the Northwest Quarter and the Southwest Quarter of said Section 33, Township 51, Range 33; thence across said line, South 5 chains; thence West 40 chains; thence North 5 chains to said East and West line; thence across said line North, 10 chains, to the POINT OF BEGINNING; except part of the North 1/8 of the Southwest Quarter of Section 33, Township 51, Range 33, in Platte County, Missouri, beginning at a point 150 feet North of the South line of said North 1/8 and 73.9 feet West of the East line thereof, being on the West line of Right of Way of State Highway No. 71; thence West 290.4 Feet; thence North 150 feet; thence East 290.4 feet to the West line of said Right of Way; thence South along the Westerly line of said Right of Way 150 feet to the POINT OF BEGINNING; and except part of the North 1/8 of the Southwest Quarter of Section 33, Township 51, Range 33, Platte County, Missouri, beginning at a point 70.82 feet West of the Southeast corner of said land and on the West line of the Right of Way for State Highway No. 71; thence West along the South line of said North 1/8, 290.4 feet; thence North 150 feet; thence East 290.4 feet to West line of said Right of Way; thence South along West line of Right of Way 150 feet to point of beginning, and except that part contained within Brenview, a subdivision in the cities of Riverside and Kansas City, Platte County, Missouri, as recorded February 13, 1962 in Plat Book 7 at Page 49; and except that part contained within Venetian Gardens, a subdivision in the City of Kansas City, Platte County, Missouri, as recorded September 2, 1929 in Plat Book 3 at Page 21, and except that part contained within the Right of Way for Missouri State Highway No. 71, Interstate Highway I-635 and Interstate Highway No. I-29, and except any part of the premises herein lying Westerly and Northerly of the Easterly and Southerly Right of Way lines of Missouri State Highway No. 71, Interstate Highway No. I-635 and Interstate Highway No. I-29, and C-2 i. ¶ ,~. ? 1 except that part of the Southwest Quarter of Section 33, Township 51, Range 33, Riverside, Platte County, Missouri, shown as unplatted lot 42, Brenview, a subdivision of land in Riverside, Platte County, Missouri, and except all that part of the Northwest Quarter of Section 33, Township 51, Range 33, Platte County, Missouri, being bounded and described as follows: Beginning at the Southeast corner of the Northwest Quarter of said Section 33; thence North along the East line of said Quarter Section 167.1 feet; thence West 368 feet; thence South 86 degrees 38' S1" West 160 feet; thence South 64 degrees 19' 45" West to the South line of said Quarter Section; thence East along the South line of said Quarter Section to the POINT' OF BEGINNING. That part of the Southwest Quarter of Section 33, Township 51, Range 33, Riverside, Platte County, Missouri, shown as unplatted Lot 42, Brenview, a subdivision of land in Riverside, Platte County, Missouri; except any part of the legal description lying Northwesterly of the Southeasterly Right of Way line of Interstate No. I-635. All that part of the Northwest Quarter of Section 33, Township 51, Range 33, Platte County, Missouri, being bounded and described as follows: Beginning at the Southeast corner of the Northwest Quarter of said Section 33; thence North along the East litre of said Quarter Section 167.1 feet; thence West 368 feet; thence South 66 degrees 38' S1" West 160 feet; thence South 64 degrees 19' 45" West to the South line of said Quarter Section; thence East along the South line of said Quarter Section to the POINT OF BEGINNING, except that part contained within the Rights of Way for Missouri State Highway No. 71, Interstate Highway No. I-635 and Interstate Highway No. I-29. Part of the North 1/8 of the Southwest 1/4 of Section 33, Township 51, Range 33, in Platte County, Missouri, beginning at a point 150 feet North of the South line of said North 1/8 and 73.9 feet West of the East line thereof, being on the West line of Right of Way of State Highway No. 71; thence West 290.4 feet; thence North 150 feet, thence East 290.4 feet to West line of said Right of Way, thence South along the Westerly line of said Right of Way 150 feet to POINT OF BEGINNING. Part of the North 1/8 of the Southwest Quarter of Section 33, Township 51, Range 33, Platte County, Missouri, beginning at a point 70.82 feet West of the Southeast corner of said land and on the West line of the Right of Way for State Highway No. 71; thence West along the South like of said North 1/8, 290.4 feet; thence North 150 feet; thence East 290.4 feet to West line of said Right of Way; thence South along West line of Right of Way 150 feet to POINT OF BEGINNING. EXCEPTING ANY PORTION OF THE ABOVE DESCRIBED PROPERTY LOCATED IN KANSAS CITY, MISSOURI. C-3 i .. ._ ¶ T. T ~, EXHIBIT D Estimated City Assistance Redevelopment Project Costs Subject to the limitations set forth in Section 4.2 of this Agreement. D-1 EXHIBIT E Form of Notice of Commencement of Construction The undersigned, TE Woods Construction, Inc. (the "Developer"), pursuant to that certain Redevelopment Agreement dated as of December 29, 2006, between the City of Riverside, Missouri (the "City") and Developer (the "Agreement") hereby certifies to the City as follows: 1. All properly 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 to construct the (_, Redevelopment Project I; ~~ Redevelopment Project II -Phase A; or ~, Redevelopment Project II -Phase B. Following is a brief description of the Work to be performed: 3. Developer has obtained all necessary financing to complete such Redevelopment Project. 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. 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 TE WOODS CONSTRUCTION, INC. By: Name: Title: E-1 i ,. ~ n T, T 1.. EXHIBIT F Form of Certificate of Payment CERTIFICATE OF PAYMENT The City of Riverside, Missouri (the "City"), pursuant to that certain Redevelopment Agreement dated as of December 29, 2006, between the City and TE Woods Construction, Inc., a Missouri corporation, (the "Agreement"), hereby certifies as follows: 1. That as of _, 20 ,the City has received all payments required under L-~ Section 5.1 or ~~ Section 5.2 of the Agreement in connection to the portion of the Property legally described below: 2. This Certificate of Payment is being issued by the City in accordance with Section 5.3 of the Agreement. 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 20 CITY OF RIVERSIDE, MISSOURI By: Name: Title: Grantor: Grantee: City of Riverside, Missouri TE Woods Construction, Inc. 2950 NW Vivion Road 14400 East 42nd, Suite 200 Riverside, Missouri 64150 Independence, Missouri 64055 F-1