HomeMy WebLinkAbout1797 Development Agreement KC WFC Training, LLC BILL NO. 2021-040 ORDINANCE NO._/79 7
AN ORDINANCE APPROVING AND AUTHORIZING THE CITY OF RIVERSIDE MISSOURI TO
ENTER INTO A DEVELOPMENT AGREEMENT AND AUTHORIZING OTHER DOCUMENTS
AND ACTIONS RELATED THERETO.
WHEREAS, the CITY OF RIVERSIDE, MISSOURI ("City"), and KC WFC TRAINING, LLC,
a Kansas limited liability company ("KC WFC") and ACFC, LLC, a Delaware limited liability
company ("ACFC"), (KC WFC and ACFC are collectively referred to as the"Developers"), The City,
KC WFC and ACFC are collectively referred to as the "Parties", desire to enter into a Development
Agreement ("Agreement"), attached hereto as Exhibit B, and incorporated herein; and.
WHEREAS, the City of Riverside adopted the L-385 Levee Redevelopment Plan ("L-385
Plan"), which includes developable property known as "Riverside Horizons" and has been working
since the time of the adoption of the L-385 Plan to develop the Riverside Horizons for the benefit of
the citizens of the City of Riverside; and
WHEREAS, the City finished an extensive community-wide Master Planning process that
included the Riverside Horizons and was a combination of economic analysis, land use,
infrastructure planning and financing, design principles and guidelines, and community input, and
WHEREAS, the City desires to develop the approximately 76 acres generally bounded by
Horizons Parkway on the west. Interstate 635 on the south and east and the north line of Water
Street on the north: and
WHEREAS, Developers proposed to purchase approximately fifty-one (51) acres of land
and an option to acquire an additional twenty-five (25) acres located on the east side of Horizon
Parkway in Riverside, Missouri, (the "Property") as depicted on the site illustration attached hereto
as Exhibit A (the `Development Proposal"), attached hereto and incorporated herein, and
WHEREAS, Developers proposed to purchase the Property to develop and use it for the
construction and operation of a youth soccer operation for training and tournaments ("Youth
Training"), a headquarters and training facility (the "Headquarters") for a professional women's
soccer franchise known currently as KC NWSL, (the Youth Training and Headquarters collectively
referred to as the "Soccer Complex") and associated commercial use (the "Commercial"); and
WHEREAS, City Staff recommend, and the Developers agree that it is in the best interest of
the health, safety and welfare of the citizens and business of the City for the City to enter into the
Agreement to accomplish Developer's Proposal, and
WHEREAS, Developers shall commence construction on the Headquarters operation within
forty-five (45) days of execution of this Agreement for the development of the Property, and shall
commence construction on the Youth Training operation within one (1) year of execution of this
Agreement; and
WHEREAS, in order for the Site to be developed, certain public infrastructure improvements
to serve the Soccer Complex Development within or adjacent to the project area must be
constructed and/or installed, including but not limited to: the construction of public streets,
landscaping/streetscaping, public park amenities, and parking lots (collectively referred to as the
"Infrastructure Improvements") all of which shall be constructed in accordance with the "Municipal
Code of the City of Riverside, Missouri" ("Code"); and
WHEREAS, an Infrastructure Improvement Agreement ( IIA") will be entered into by the
parties executing future purchase and sale agreements in order to define the infrastructure to be
built and the funding of the construction for such infrastructure and is attached to the Agreement as
Exhibit I: and
WHEREAS, the Board of Aldermen find that the Agreement, attached hereto as Exhibit B,
and incorporated herein, recommended by City Staff and agreed to by the Developers, fulfills a
public purpose and will further the growth of the City, facilitate the development of Riverside,
improve the environment of the City, increase the assessed valuation of the real estate situated
within the City, increase the sales tax revenues realized by the City, foster increased economic
activity within the City, increase employment opportunities within the City, enable the City to direct
the development of the Redevelopment Area, and otherwise be in the best interests of the City by
furthering the health, safety. and welfare of its residents and taxpayers: and, has authorized
NOW THEREFORE BE IT ORDAINED BY THE BOARD OF ALDERMEN AS FOLLOWS:
SECTION 1 —APPROVAL OF DEVELOPMENT AGREEMENT. The Agreement is found to be in
the best interests of the City and the orderly and lawful economic development of the City and is
hereby approved in substantially the form as Exhibit B, attached hereto and incorporated herein.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Agreement in substantially the form as Exhibit B. The Mayor, the City Administrator, and other
appropriate officers. agents and employees of the City are hereby authorized to take such further
actions and execute such other documents as may be necessary or desirable to carry out and
comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the
City with respect to the Agreement.
SECTION 3—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 read two times by heading only, PASSED
AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri, this 17" day of September 20�1.
hleen L. Rose, Ma or
ATTEST:
Robin Kincaid, City Clerk
Approved as to form:
Spencer Fane LLP.
Special Counsel to the City
by Joe Bednar
JC 17502561.2
WHEREAS, an Infrastructure Improvement Agreement ("IIA") will be entered into by the
parties executing future purchase and sale agreements in order to define the infrastructure to be
built and the funding of the construction for such infrastructure and is attached to the Agreement as
Exhibit I; and
WHEREAS,the Board of Aldermen find that the Agreement, attached hereto as Exhibit B,
and incorporated herein, recommended by City Staff and agreed to by the Developers, fulfills a
public purpose and will further the growth of the City, facilitate the development of Riverside,
improve the environment of the City, increase the assessed valuation of the real estate situated
within the City, increase the sales tax revenues realized by the City, foster increased economic
activity within the City, increase employment opportunities within the City, enable the City to direct
the development of the Redevelopment Area, and otherwise be in the best interests of the City by
furthering the health, safety, and welfare of its residents and taxpayers; and, has authorized
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN AS FOLLOWS:
SECTION 1 —APPROVAL OF DEVELOPMENT AGREEMENT. The Agreement is found to be in
the best interests of the City and the orderly and lawful economic development of the City and is
hereby approved in substantially the form as Exhibit B, attached hereto and incorporated herein.
SECTION 2 — AUTHORITY GRANTED The Mayor is authorized to execute and deliver the
Agreement in substantially the form as Exhibit B. The Mayor, the City Administrator, and other
appropriate officers, agents and employees of the City are hereby authorized to take such further
actions and execute such other documents as may be necessary or desirable to carry out and
comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the
City with respect to the Agreement.
SECTION 3—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 read two times by heading only, PASSED
AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri, this 171h day of September 20 1.
hleenkRose, Ma or
ATTEST:
Robin Kincaid, City Clerk .
Approved as to form:
Sp cer Fane LLP,
Speci Counsel to the City
by- ednar
1C 17502561 2
EXHIBIT A
DEVELOPMENT PROPOSAL
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JC 17502561.2
EXHIBIT B
DEVELOPMENT AGREEMENT
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JC 17502561.2
Execution Version
DEVELOPMENT AGREEMENT
Between the
CITY OF RIVERSIDE, MISSOURI
And
KC WFC TRAINING, LLC
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And
ACFC, LLC
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i� Dated as of
September 17,2021
In connection with the development of the
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SOCCER COMPLEX DEVELOPMENT
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DEVELOPMENT AGREEMENT
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THIS DEVELOP ENT AGREEMENT ("Agreement") is made and entered into as of
September 17, 2021 ("Effeci ve Date"), by and between the CITY OF RIVERSIDE, MISSOURI,a city
and political subdivision di y organized and existing under the Constitution and laws of the State of
Missouri,and KC WFC TR 1LINING,LLC,a Kansas limited liability company(11KC WFC")and ACFC,
LLC, a Delaware limited liability company ("ACFC"), (KC WFC and ACFC collectively the
"Developers"). The City, KC WFC, and ACFC collectively are hereinafter referred to as the "Parties".
(All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them
Exhibit A of this Agreement)
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RECITALS
WHEREAS,the City of Riverside adopted the L-385 Levee Redevelopment Plan("L-385 Plan'),
which includes developable property known as"Riverside Horizons';and
WHEREAS,the City has been working since the time of the adoption of the L-385 Plan to develop
the Riverside Horizons for the benefit of the citizens of the City of Riverside;and
WHEREAS,the City finished an extensive community-wide master planning process that included
the Riverside Horizons and was a combination of economic analysis, land use, infrastructure planning and
financing,design principles and guidelines,and community input;and
WHEREAS, represe tatives of the Developers submitted to the City a redevelopment proposal;
and
WHEREAS, Developers proposed to purchase approximately fifty-one (51) acres of land and an
option to acquire an additional twenty-five (25) acres located on the east side of Horizon Parkway in
Riverside, Missouri, (the "Pro a ") as depicted on the site illustration attached hereto as Exhibit B (the
"Development Proposal"), attached hereto and incorporated herein,(the"Purchase");and
WHEREAS, Developers proposed to purchase the Property to develop and use it for the
construction and operation of a youth soccer operation for training and tournaments("Youth Training"),a
headquarters and training facility(the"Headquarters")for a professional women's soccer franchise known
currently as KC NWSL, (the Youth Training and Headquarters collectively referred to as the "Soccer
Complex")and associated commercial use(the"Commercial");and
WHEREAS,Developers shall commence construction on the Headquarters operation within forty-
five(45)days of execution of this Agreement for the development of the Property;and
WHEREAS, Developers shall commence construction on the Youth Training operation within one
(1)year of execution of this Agreement;and
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WHEREAS,the City,desires to develop the approximately 76 acres generally bounded by Horizons
Parkway on the west, Interstate 635 on the south and east and the north line of Water Street on the north
("Site"as proposed by Developers); and
WHEREAS,The Board of Aldermen have determined that the development of the Site as provided
for in this Agreement, fulfills a public purpose and will further the growth of the City, facilitate the
development of Riverside, improve the environment of the City, increase the assessed valuation of the real
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estate situated within the City, increase the sales tax revenues realized by the City, foster increased
economic activity within the City, increase employment opportunities within the City, enable the City to
direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by
furthering the health,safety,and welfare of its residents and taxpayers;and
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WHEREAS,the Pat ies desire to set forth the terms and conditions of development of the Site.
II 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:
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�i ARTICLE 1
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l DEFINITIONS AND RECITALS
I.I. Definitions. As used in this Agreement,certain words and terms shall have the meanings
as set forth in Exhibit A,attached hereto and incorporated herein by reference.
1.2. Recitals Incorporated Herein. The Recitals set forth above in this Agreement are
incorporated into and made a part of this Agreement as if fully set forth in this Section 1.2.
1.3. Exhibits InOr orated.The Exhibits to this Agreement are incorporated into and made a
part of this Agreement as if f illy set forth in this Section 1.3.
As Projects are approved and development proceeds which results in an amendment or alteration
of a particular Exhibit or the boundaries of an Exhibit,that Exhibit can be replaced with an updated Exhibit
and the old Exhibit remove The new Exhibit shall be dated and contain the Ordinance Number which
caused the amendment or al ration.
ARTICLE 11
DEVELOPERS DESIGNATION AND AMENDMENT OF PLAN
2.1. Developers' Designation. The City hereby designates KC WFC and ACFC, as the
Developers of the Site to perform or cause the performance of the Development Proposal (attached hereto
as Exhibit B)in accordance with this Agreement and all required Governmental Approvals.
(a) To the extent of any inconsistency among the foregoing,the Parties agree that the
more restrictive document shall govern so long as such more restrictive document does not
constitute a change to the Redevelopment Plan or any Redevelopment Project as would, as
determined by the Board of Aldermen, require further Hearing pursuant to the Real Property Tax
Increment Allocation Redevelopment Act, §§99.800 to 99.865 RSMo("71F Act').
2.2. Amendment of L-385 Plan and PD Zoning Plan. The City agrees to prepare and process,
as the City determines necessary,any amendment to the L-385 Plan to accommodate the development of the
Development Plan for submission to the Board of Aldermen for their approval. The City further agrees to
process,as the City in its sole discretion determines necessary,any amendment to the existing PD Ordinance,
the approved zoning plan for the Property,to include the Development Plan for submission to the Board for
their approval. The City shall advise the Developer of any proposed amendment contemplated by this
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section prior to adoption by the Board. In the event such proposed amendment will materially impact the
Soccer Complex Development,City shall coordinate with Developer to minimize such impact.
2.3. Market Development Plan. The City recognizes that Developers will market the uses as
identified in the Development Proposal and agree that,dependent upon market response,it may be necessary
to refine and revise(includin g"revisions to mix of uses and the time schedule for construction and completion
of the project)the Developm nt Proposals and Development Plans to accommodate the market as set forth
in this Agreement.
2.4. Land Sale Rigs. The Parties acknowledge and agree that the City's right to sell any
portion(s) of the City owned property in Riverside Horizons, other than Parcels A, B, C, and D ("Soccer
Complex Site") and Parcels E, F and G ("Commercial Site") (as each such Parcel is designated on the
Development Plan),to Developers or to any other party as the City may determine, is in the City's sole and
absolute discretion.
2.5 Plat.The Parties acknowledge that the City is completing a plat(the"Plat")of the Overall
Project. The Seller shall, wi�hin forty-five(45)days after Closing the sale on Parcel A,record the Plat for
the Overall Project in the form reasonably approved by Developer. Developer agrees to reasonably
cooperate and execute further documentation necessary to record the Plat.
2.6 ExistinE Declaration. The Parties acknowledge that certain Declaration of Covenants,
Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned
Development District dated.February 13, 2012 recorded as Instrument No. 2012003468 in the Official
Records of Platte County, Missouri (the "Existing Declaration"), currently impacts certain Parcels in the
Soccer Complex Development. At each applicable PSA Closing, City shall release such Parcel subject to
the PSA from the Existing Declaration. Within thirty(30)days of the Effective Date hereof,the City shall
enter into a commercially reasonable shared maintenance agreement with the Developer regarding the
roundabout located adjacent to Parcel A.
2.7 Financing and Cooperation Agreement. The Parties acknowledge Financing and
Cooperation Agreement dated May 1,2007 by and between City of Riverside, Missouri and The Industrial
Development Authority of the City of Riverside, Missouri as Grantors to UMB Bank, N.A., as Trustee,
recorded May 9, 2007 as 'Instrument No. 2007 007219 in Book 1103 at Page 315 (the "Financing
Agreement") is recorded against certain Parcels in the Soccer Complex Development. Within thirty (30)
days of the Effective Date,the City shall cause the Financing Agreement to be removed from title from any
Parcel in the Soccer Complex Development.
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ARTICLE III
KC WFC AND ACFC PROJECT DEVELOPMENT PLAN
3.1. Undertaking of Developers. Developers hereby agree,subject to the terms and conditions
hereinafter provided, to develop, construct, complete a Youth Training, Headquarters and Commercial
complex(the Youth Training,Headquarters and Commercial collectively referred to as the"Soccer Complex
Development").
3.2. Source of Funds. The Soccer Complex Development required by this Article Ill shall be
solely funded by Developers.
3.3. Soccer Complex Development. The Soccer Complex Development shall be developed,
constructed and completed on the Soccer Complex Site in substantial accordance and compliance with the
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terms and conditions of this greement and the subsequent PSAs (as defined below) and IIA (as defined
below)that will be executed by the Parties.
3.4. Soccer Complex Phases and Parcels. The Soccer Complex Development shall be
developed, designed and constructed by the Developers in phases (each a "Soccer Complex Phase" or
collectively"Soccer Comolex'Phases")and by land Parcels A,B,C and D to include those components more
specifically described in the respective Development Plan for each Parcel, but the Soccer Complex Phases
and Parcel development shall generally be as follows:
(a) Soccer Complex Phase 1, Parcel A: The first Soccer Complex Phase of the Soccer
Complex Development ("Soccer Complex Phase 1") shall consist of the Development Plan
approved by the Board of Aldermen on September 15,2021,and may include additional buildings
or uses including, but not limited to, a medical office;
(b) Soccer Complex Phase 2 Parcel B: The second Soccer Complex Phase of the
Soccer Complex Development("Soccer Complex Phase 2")shall consist of four(4)soccer pitches
and two(2)parking lots consistent with the Development Proposal;
(c) Soccer Com lex Phase 3 Parcel C: The third Soccer Complex Phase of the Soccer
Complex Devi,
�t("Soccer Complex Phase 3")shall consist of six(6)soccer pitches and one
(1)parking lot consi dent with the Development Proposal;and
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(d) Soccer Complex 4, Parcel D: The fourth Soccer Complex Phase of the Soccer
Complex Development("Soccer Complex Phase 4")shall consist of yet undetermined uses.
3.5. Development Plan Amendment. After City has granted approval to the Development
Plan, it shall not be materially amended or modified without the prior written consent of the City as
authorized by the Board of Aldermen.
3.6. Standards. The Soccer Complex Development to be constructed within each Soccer Phase
shall meet the design,architecture,signage,parking and landscape standards attached as Exhibit D,attached
hereto, and in accordance with the City Code.
3.7. Developers Report. On an annual basis through the end of the term of the Agreement as
set forth in Section 7.1 (or co mercial development option as set forth in Section 3.10), prior to April 30
of each year, Developers shall provide to the City a written report substantially similar to that attached as
Exhibit E. If such update is not provided to the City by April 30, the City shall provide notice to the
Developers that such report has not been received. In the event Developers fail to provide a written plan,
the Developers shall then have thirty (30)days to cure.
3.8. Construction` Plans. Construction plans for the Soccer Complex Development shall be
prepared by a professional engineer or architect licensed to practice in the State of Missouri. The
construction plans and all construction practices and procedures with respect to the Soccer Complex
Development shall be in conformity with all Laws and Requirements,and shall be submitted to the City for
approval.
3.9. Improvements. The City and Developers hereby understand and agree that within each
Soccer Complex Phase time is of the essence,the City shall require from the Developers completion of two
(2) soccer pitches that shall, subject to Force Majeure delays, at a minimum, be designed, constructed,
developed and completed in the first phase of Soccer Complex Phase 1 within twelve (12) months of the
execution of this Agreement; provided, however, if Developer fails to construct such soccer pitches in such
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twelve(12)month period, Developer shall have ninety(90)days to cure the same after written notice from
City.
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3.10. Governme l Annrovals.
(a) Dev Topers shall, at Developers' sole cost and expense, obtain all Governmental
Approvals needed for.the Soccer Complex Development. The City agrees to employ all reasonable
efforts to cooperate ith the Developers and shall expedite all applications for the Governmental
Approvals as receiv ,all in accordance with all Laws and Requirements.
(b) Simtiltaneously with any subdivision, lot split or plat of any part of the Soccer
Complex Developm nt, the City and Developers allocate, on a per square foot basis, the total
benefits assessed by he Levee District against such portion of the Soccer Complex Development
being subdivided,split or platted against the individual tracts or lots existing after such subdivision,
lot split or plat; prov'led, however,no benefits shall be allocated to or assessed against any rights-
of-ways held by or c n behalf of any governmental entity (however, the City park as depicted in
Exhibit B(the"Cily lark"),shall be subject to the allocation of any assessments).The parties shall
enter into and recor I an Agreement Allocating Benefits for Levee District Tax Assessments
Relating to the Rive ide Quindaro Bend Levee District of Platte County, Missouri, substantially
in the form attached hereto as Exhibit C (the"Levee Allocation Agreement") upon agreement on
such Levee District assessment allocations for each Parcel purchased by Developer.
3.11. Substantial Completion. The City shall conduct any and all inspections required to be
satisfactorily completed in accordance with the City Code, prior to the issuance of any final permits and
approval of improvements.
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3.12. Soccer Complex Site — Purchase and 'ale Agreements. The Parties shall execute a
Purchase and Sale Agreemen ("PSA") substantially similar to Exhibit F when either of the Developers
acquire a parcel within the S ccer Complex Site. The Parcels within the Soccer Complex Site shall be
purchased at a price of$1.25 per sq. ft.,in the following order("Soccer Phase")for the following purposes:
a) Soccer Phase I: Headquarters and Training Facility, within thirty(30)days of
the execution of this Agreement KC WFC, shall execute a PSA for the purchase from the City of
+/- 12 acres of Parcel A as illustrated within Exhibit B to this Agreement;
b) Soccer Phase 11: Youth Training, within 9 months of the execution of this
Agreement ACFC shall execute a PSA for the purchase from the City of+/- 13 acres of Parcel B,
as illustrated within Exhibit B to this Agreement;
c) Soccer Phase III: Youth Training, within 18 months of the execution of this
Agreement ACFC shall execute a PSA for the purchase from the City of+/- 18 acres of Parcel C,
as illustrated within Exhibit B to this Agreement; and
d) Soccer Phase IV: Youth Training, within 27 months of the execution of this
Agreement ACFC steal I execute a PSA for the purchase from the City of+/-7 acres of Parcel D,as
illustrated within Exhibit B to this Agreement.
3.13. Soccer Complex Site—Land Price. The Soccer Complex Site, +/- fifty(50)acres, shall
be purchased by Developers from the City for a price of$1.25 per sq. ft. for such land dedicated to Youth
Training and Headquarter usage. For purposes of acquisition price, acreage does not include lake, public
parks,trails,and public roads.
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3.14. ACFC shall have the option to purchase Parcels E, F and G,
but said option expires on Dec, mber 31,2023,unless ACFC purchases at least three(3)acres within Parcels
E, F or G, prior to December,31, 2023, at which point said option shall be extended up to, and including,
December 31,2024.
3.15. Commercial Development—Land Price. ACFC shall have the option to purchase all or
a portion of Parcels E, F and G as depicted on Exhibit B for$3.50 per square foot for the first ten(10)acres,
and for $4.50 per square foot for any additional land dedicated to Commercial usage. For purposes of
acquisition price,acreage does not include lake, public parks,trails,and public roads.
3.16. Commercial Land Price & Conditions— Soccer Complex Site. If any portion of the
Soccer Complex Site is not utilized for Youth Operations or Headquarters during the Term, the Developer
shall pay to the City the price difference between the applicable commercial price provided for in Section
3.15 above, and the Soccer Complex Site price provided for in Section 3.13 above within five(5) days of
the Board of Aldermen's approval of the new development plan submitted for the Board's approval (the
"Condition Subsequent"). Alt deeds for the Soccer Complex Site granted pursuant to each PSA shall
contain the Condition SubsQquent.
ARTICLE IV
FINANCING—SOURCE OF FUNDS
4.1. Infrastructure Improvements. The planning, scope and content of the Soccer Complex
public infrastructure improvements to be constructed within each Soccer Complex Phase ("Infrastructure
Improvements")has not yet been finalized. Therefore,before proceeding with any Soccer Complex Phase,
the Parties shall enter into an Infrastructure Improvement Agreement ("IIA') to define in detail the
Infrastructure Improvements to be designed, constructed, developed, completed and operated by the City
and the Developers for that particular Soccer Complex Phase in connection with such Soccer Complex
Phase. The performance of al I activities by Developers hereunder shall be as an independent contractor and
not as an agent of the City,except as otherwise specifically provided herein.
4.2. Infrastructure Improvement Agreements.The Parties hereby agree,subject to the terms
and conditions hereinafter provided, and more particularly described within the IIA attached hereto as
Exhibit G, to construct and 'complete the certain public infrastructure and other public improvements
("Infrastructure Project")for each Phase as follows:
(a) Soccer Complex Phase I: Headquarters and Training Facility, the City has
installed water, sewer, gas and electric utility lines to the western border of the Parcel A, as
illustrated in Exhibit B,at which point any additional service extensions necessary on the Property
to serve Soccer Phase I of the Development will be done at the Developer's expense. The City
shall not be required to build any further infrastructure in or around Parcel A;
(b) Soccer Complex Phases I1,111 and IV: Youth Training: the final allocation of
duties and obligations in regard to construction and funding of specific public infrastructure will
be finalized at the time the PSA for each Soccer Phase is executed and included as an Exhibit to,
and incorporated in the relevant PSA.
4.3. Infrastructure Issues. As provided for in Section 4.1 of this Agreement, the specific
duties and obligations as to specific components of the Infrastructure Improvements shall be included within
the respective IIA executed at the time the PSA for each Soccer Phase is executed,and which will be attached
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thereto,and incorporated therein. Such subsequent IIA shall include and address the following infrastructure
issues and shall generally be as follows:
(a) Pubj ic Streets. Certain public streets may be installed and constructed ("Street
Infrastructure Consti iction") by Developer in accordance with the City Code, and as currently
planned and depicted on Exhibit B, at the time of construction of the Vertical Improvements of
each parcel except for Parcel A. Upon Developer's completion of Street Infrastructure
Construction, and sL bject to a finding by the City after inspection of the Street Infrastructure
Construction of comi Hance with the City Code the City shall accept and maintain such streets that
are in accordance wi' i the City Code.
(i) The City shall establish, solely at the City's cost, a secondary vehicular
access point' o later than the completion of construction of the Vertical Improvements of
Parcel B by 1e Developer;and
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The City shall establish, solely at the City's cost, a third vehicular access
point, to b completed no later than the completion construction of the Vertical
Improvemen of Parcel C by the Developer,or as otherwise required by the IIA.
(b) Lan scaping/Streetscaping. The City shall,solely at the City's cost,install trees
to shield site from w1trehouses to be completed simultaneously or no later than the completion of
construction of the Vertical Improvements of Parcel B by the Developer.
(c) Public Park Amenities. The City shall construct,solely at the City's cost,a public
park with amenities to be detailed in the IIA executed and attached to and incorporated in the PSA
for Soccer Phase III of the Development Proposal, and to include, solely at the City's cost,
connection(s)to trails and bike paths to be completed no later than the completion of construction
of the Vertical Improvements of Parcel C by the Developer.
(d) Parking Lot. The City shall construct a public parking lot (the "City Parking
Lot"), solely at the City's cost, generally as depicted on Parcel C on Exhibit B, and as more
specifically provided for in the IIA to support the parking needs of public park land to be completed
no later than comp) ion of the construction of the Vertical Improvements of Parcel C by the
Developer. The Deieloper shall maintain the City Parking Lot, provided that the public street
running through the ity Parking Lot shall be maintained by the City. The City shall construct the
City Parking Lot of 6 spaces(or more, if agreed on by the Parties)at an agreed upon location in
accordance with the City Code as provided for by the IIA executed for Parcel C.
4.4. Infrastructure Improvement Agreement -Terms. The Parties hereby agree that the
work required to satisfy the Public Infrastructure obligations of the IIA shall be completed within the
timeframe proscribed by the respective IIA.
4.5. Modification or Amendment. The IIA shall not be amended or modified without the
prior written consent of the Poard of Aldermen, which consent shall not be unreasonably withheld or
delayed,and full compliance ith all Laws and Requirements.
�' ARTICLE V
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PRQJECT CONSTRUCTION IMPLEMENTATION
5.1. Design Professionals. The Developers shall select such architects, engineers and other
design professionals and con , ltants as are necessary to provide construction documents and construction
oversight services for the construction of the Street Infrastructure Construction to be designed, constructed
and completed by Developersin,on or about the Soccer Complex Development pursuant to the IIA executed
for each specific Phase pursuant to and in conjunction with each Phases respective Purchase and Sale
Agreement. All agreements respecting architectural and engineering services shall be between Developers
and such persons,and a copy of each such agreement shall be timely provided to the City upon a request for
the same. Developers have selected Olsson & Associates as the principal engineer for the Infrastructure
Improvements(the"Principali Engineer"). The City shall be named as a specific third party beneficiary on
any agreements to provide se cr i�es in accordance with this Section 5.1.
5.2. Permits and Reviews. The Developers or their General Contractor shall procure and pay
for any and all permits, licenses or other forms of authorizations that are, from time to time, required; and
that nothing herein shall be construed as any release by the City of the responsibility of Developers to comply
with, and satisfy the requirements of, all Laws and Requirements. The City shall employ all reasonable
efforts to cooperate with the Developers and shall expedite any permits,zoning changes, entitlements, and
approvals requested by Buyer in connection with the Property.
ARTICLE VI
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MARKETING, PURCHASE AND SALE
6.1. Development Use Restrictions. Developers hereby understand and agree that the nature
of the Headquarters and public infrastructure and park components of the Soccer Complex Site are critical
to the approval of this Agreement and shall be subject to the use restrictions mutually agreed to between the
Parties. At the time the Soccer Complex Site is platted, Developers and the City shall execute a document
which shall memorialize the restrictions set forth in this Section and record the same against the Soccer
Complex Site.
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6.2. Purchase of Property. The Developers and City shall enter into a PSA vesting Developers
with the right to purchase al I or a portion of the Soccer Complex Development subject to the satisfaction of
the contingencies to closing described in Section 6.3 below.
6.3. Conditions to Closing each Soccer Complex Phase.
(a) Not Iless than thirty(30)days prior to Closing, Developers shall provide a written
notice to City ideri ifying the parcel of the Soccer Complex Development to be closed upon
consistent with Sect Ion 6.2 above and identify the developing party("Closing Notice"). It shall be
the responsibility of City to provide the legal description for such parcel subject to the Closing
Notice.
(b) The City's obligation to close the sale of the Soccer Complex Development which
will be developed by Developers or a Developers Affiliate is conditioned upon satisfaction of each
of the following conditions by Developers at or prior to the Closing Date under the applicable PSA,
or such earlier date as is specified with respect to a particular condition:
(i) None of the representations and warranties of the Developers set forth in
Section 11.2 herein shall be untrue or incorrect in any material respect;
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(ii) The Developers shall not be in default of any its covenants, agreements,
promises and obligations under this Agreement;
(iii) The Soccer Complex Phase which shall comply with the design criteria no
later than ten(10)days prior to Closing;and
(iv) Parcel(s)to be purchased by Developers as described in the Closing Notice
shall have been platted in accordance with applicable state and municipal law by City.
In cases where the Soccei Complex Site will be purchased and/or developed by an independent
third party, the City and I Pevelopers agree that the City's obligation to close the sale of such
property is conditioned upon the independent third party's satisfaction of the same terms and
conditions of this Agreement to which the Developers are obligated, unless otherwise agreed to in
writing by the Parties and the independent third party.
6.4. Covenant to Commence and Comulete Construction.
(a) The,Developers covenants to commence, and diligently pursue, construction of
Vertical Improvements on each Parcel upon which by Developers or a Developers Affiliate
purchases from the City in the Soccer Complex Development within one(1)year of the applicable
transfer of such Parcel to Developer, subject to Force Majeure delays. The conveyance of Parcels
B and C as identified on Exhibit B, shall be subject to a reversionary interest in the event that
Developer fails to timely commence construction within (1) year of purchasing such parcel;
provided, however, that in the event City exercises such reversionary right, City shall reimburse
Developer for the purchase price for such Parcel. Developer shall diligently pursue all construction
to completion.
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6.5. Taxes/Incentives/Levee District Assessments/Prorations at Closin .
(a) Developers shall pay all taxes and assessments levied on the purchased property
after the applicable Closing. As an incentive for the Developer's execution of its duties and
responsibilities delineated in Article III and IV of this Agreement, through tax year 2028, the
Developer shall receive a payment from the City equal to the greater of(i)sixty percent(60%)of
the total ad valorem property taxes(excluding special assessments)or PILOTS paid on the Soccer
Complex or(ii)the amount of the total ad valorem property taxes(excluding special assessments)
or PILOTS paid on the Soccer Complex over$40,000 per year growing at a rate of two(2)percent
per year on the Soccer Complex. City will work with Developer to properly characterize the Soccer
Complex Site to minimize property tax exposure.
(b) Developers acknowledge that the Soccer Complex Development is subject to
annual special assessments and taxes by the Levee District. The amount of taxes and assessments
attributable to each tact of land is determined based upon the benefits assessed against such tract
on the records of the Levee District. One hundred percent(100%)of the benefits associated with
the Soccer Complex Development shall remain with the net Soccer Complex Development, after
excluding all rights-of-ways, transferred to Developers. Developers acknowledge and agree that
all such special assessments and taxes shall be imposed against each Soccer Complex Development
acquired by Developers and no portion of any special assessment or tax shall be levied against any
right-of-way or easement obtained or reserved,now or in the future,by the City. This Section shall
survive Closing and termination of this Agreement.
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(c) The City shall be responsible for all real estate taxes and special assessments due
and payable for years prior to the year in which applicable Closing occurs and for the then current
year to the extent then billed, provided, however, that taxes and assessments for the tax period in
which a Closing occurs shall be prorated, with the City, as applicable, being responsible for the
period through the day preceding Closing, and the Developers responsible for the period
commencing on the date of Closing, in all cases in accordance with the applicable PSA. If not yet
billed, Developers shall be responsible for all taxes and special assessments due and owing for the
year in which a Clo bng occurs, subject to proration as provided above at Closing. In the event
taxes and assessments for the tax period in which a Closing occurs are not available at the applicable
Closing Date,then they shall be presumed to be the same as those for the last preceding tax period
for which the amount of taxes and assessments is known;provided,at such time as the actual taxes
and assessments become known after such Closing Date,the parties shall re-prorate such amounts
and remit payment as is appropriate.
6.6. Developers Waiver of Due Diligence.
The Developers acknowledges that Developer's engineers are familiar with the Soccer Complex
Site. Further, Developers acknowledges that Developers are aware of the condition of the L-385 Levee
Project. If there is a need for future repairs, Developers understand that the costs of any future repairs to
the Levee Project,if needed as determined by the Corps of Engineers,may be assessed against the property
owners within the District, including the Developers. Developers waive any claim against the City with
respect to the Levee Project and Developers agree to close on the purchase of each Soccer Complex
Development without regard to the status of the Levee Project. It is acknowledged and agreed that at closing
and recordation of any particular tract within the Soccer Complex Development, the City makes no
warranties or representations'I'as to the real property transferred, express or implied, and Developers shall
accept and acquire each Soccer Complex Site"AS IS,WHERE IS"without representation or warranty from
the City of any kind,except as expressly set forth herein or in each applicable PSA.
Developers may make such inspections of and testing on the Property to determine that the Property
as to which Developers are contemplating giving a Closing Notice is suitable for Developers' purposes in
all respects, including, without limitation, obtaining a survey or surveys, investigation of flood plain and
drainage conditions; underground geologic conditions; environmental conditions; zoning, availability of
electric, natural gas, water, sanitary sewer, storm drainage, telephone, cable television, internet and other
utilities, for construction of Developers' planned development of the Land. Developers may perform any
due diligence as provided in the applicable PSA. City hereby grants to Developers the right to enter upon
the Soccer Complex Development to make inspections thereof or for other purposes incident to Developers'
requirements relative to the acquisition and use of the any of the Soccer Complex Development. Developers
hereby indemnify the City a ainst and agrees to defend and hold City harmless from all claims, costs,
expenses,injuries,accidents c�damage,and shall repair any physical damage,to or on the Soccer Complex
Development caused by Dev topers or Developers' inspecting agents or contractors during Developers'
inspections, which obligation shall survive Closing as to a portion of the Soccer Complex Development
and any termination of this Agreement, any other provision hereof to the contrary notwithstanding;
provided, however, that D ' elopers shall not have any liability for any disclosures of existing
environmental or other conditions pertaining to the Soccer Complex Development that result from
Developers' investigations of the Soccer Complex Site or discussing such conditions with Developers'
consultants, governmental officials or other interested parties. Developers' inspection activities will be
conducted upon reasonable advance notice to City and shall take reasonable precautions to limit
interference with the ongoing operations of the Property, if any,and will not violate any of the rights of the
tenants of the Property, if any.
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ARTICLE Vll
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SOCCER COMPLEX DEVELOPMENT- USE AND OPERATION
7.1. Term. The Term of this Agreement shall commence on the Effective Date and shall expire
Upon December 31,2029, unless otherwise extended as agreed to in writing by the Parties(the"Term").
7.2. Use and Operation. Developers covenant that at all times during the Term they shall, at
their expense:
(a) Conduct its business at all times in a manner and in conformity with professional
standards and in such manner as to maximize use and to help establish and maintain a high
reputation for the Soccer Complex Development.
(b) Make Qommercially reasonable efforts to occupy or cause the Soccer Complex
Development to be o6cupied a commercially reasonable time after the Completion Date associated
with each Soccer Complex Phase.
7.4. (c) Perform its duties to maintain the Soccer Complex Development as set forth in Section
(e) Perform its duties to repair, restore and replace portions of the Soccer Complex
Development as set forth in Section 7.10.
(f) Secure a binding agreement from each tenant,owner or operator of a retail store,office
or other facility in the Soccer Complex Development (each an "Operator'), which agreement
(individually,an"Operator Agreement"and collectively,the"Operator Agreements")shall contain
provisions with respect to EATs, PILOTS and Sales Taxes payable to the City in connection with
sales made or services furnished from, or in, on or about, or respecting the Soccer Complex
Development or any expansion thereof, that each Operator, in its Operator Agreement, shall
provide such information to the City.
7.3. Compliance. The Developers shall conduct its affairs and carry on its business and
operations in such a manner as to comply with all Laws and Requirements,and to observe and conform to
all valid orders,regulations or requirements(including,but not limited to,those relating to safety and health)
of any Government Authorities applicable to the conduct of its business and operations and the ownership
of the Project; provided, however,that nothing contained in this Agreement shall require the Developers to
comply with, observe and con orm to any such law, order, regulation or requirement of any Government
Authorities so long as the vaN ity thereof shall be contested by the Developers in good faith by appropriate
proceedings,and provided that,Such contest shall not materially impair the ability of the Developers to meet
its obligations under this Agreement. Developers agree to promptly pay any and all fees and expenses
associated with any safety, health or other inspections required under this Agreement or imposed by Law
and Requirements.
7.4. Maintenance of the Property by Developers.
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The Developers shall remain in compliance with all provisions of the City Code relating to
maintenance and appearance of the Soccer Complex Development that it owns during the term of this
Agreement. Upon substantial completion of any part of a Soccer Complex Phase and so long as this
Agreement is in effect, the Developers or its successor(s) in interest, as owner or owners of the affected
portion(s)of the Soccer Complex Development,shall but subject to any delay caused by an event of Force
Majeure,maintain or cause to be maintained the buildings and improvements within Soccer Complex Site
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in a good state of repair and attractiveness and in conformity with all Laws and Requirements. If there are
separately-owned or ground-leased parcels of real estate on the Soccer Complex Development during the
term of this Agreement, each owner or lessee as a successor in interest to the Developers 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 all Laws and Requirements. This provision shall survive termination
of this Agreement.
7.5. Maintenance by the City.
(a) The City will own and maintain the lakes,trails and canals throughout the project
as well as the park ground in a good state of repair and in accordance with applicable state and local
laws,ordinances and regulations. City will maintain landscaping on all publicly owned land a good
state of repair and in accordance with applicable state and local laws, ordinances and regulations.
The City may contr t this function to Developers if the parties can reach an agreement acceptable
to both; however o .Ce the Developers reached 50% build out of all phases of the project, then
Developers will havii the option to directly control the landscaping contract for the lakes,trails and
canals.
(b) The'City and Developers may enter into cross access easement and maintenance
agreements with neighboring landowners and each other. As the development progresses, this
agreement will cover the pro-rata share of maintenance costs relative to the completion of the
projects provided for in the IIAs executed for each phase.
(c) TheiCity shall maintain all streets on the Property, including the streets in the City
Parking Lot in a gd'.od state of repair and in accordance with applicable state and local laws,
ordinances and regulations.
7.6. Payment of;Taxes and Other Charges. Developers shall pay or cause to be paid,as they
become due and payable,all tuxes,assessments and other governmental charges lawfully levied or assessed
or imposed upon the Developers or the portion of the Soccer Complex Development owned or controlled by
Developers or any part thereof or upon any income therefrom. Developers agree that for purposes of
evaluation of the Soccer Complex Development, either the replacement cost approach or the income
approach shall be used to determine value for purposes of taxation. If Developers desire to appeal the value
for purposes of ad valorem taxation determined by the county assessor,the Missouri State Tax Commission,
the courts or appraiser,Developers and the City hereby agree that such valuation shall be based upon a value
determined by one or both methods.
7.7. Payment o 0bli ations Pursuant to The IIA. During the Term, the Developers shall
promptly pay or otherwise s tisfy and discharge all of its obligations and all demands and claims against it
arising from the Developers'obligations pursuant to the IIA as and when the same become due and payable,
unless the validity,amount or collectability thereof is being contested in good faith or unless the failure to
comply or contest would not materially impair its ability to perform its obligations under this Agreement
nor subject any material part of the Soccer Complex Site to loss or forfeiture.
7.8. Licenses and Permits. During the Term, the Developers shall procure and maintain all
licenses and permits,and conduct or cause to be conducted,all inspections and/or investigations required by
Laws and Requirements or otherwise necessary in the operation of its business and affairs in, on or about
the Soccer Complex Development.
7.9. Insurance. During the period of construction of the Soccer Complex Development,
including but not limited to the construction of Street Infrastructure Construction, the Developers shall
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maintain or cause to be maintained insurance with respect to the obligations pursuant to the Soccer Complex
Development and I IA and operations covering such risks that are of an insurable nature and of the character
customarily insured against by organizations operating similar properties and engaged in similar operations
(including but not limited to property and casualty, worker's compensation,general liability and employee
dishonesty)and in such amounts as, in the reasonable judgment of the Developers, are adequate to protect
Developers,the City and the Soccer Complex Development. Each policy or other contract for such insurance
shall (i) name the City as an additional insured (with respect to liability insurance), and (ii) contain an
agreement by the insurer that,notwithstanding any right of cancellation reserved to such insurer,such policy
or contract shall continue in force for at least thirty (30) days after written notice of cancellation to the
Developers and each other insured, additional insured, loss payee and mortgage payee named therein.
Developers shall provide wrien notice to the City within ten(10)days of the cancellation of any insurance
required under this Section 7.9.
7.10. Damage or Destruction.
(a) In the event of damage to or destruction of any portion of the Soccer Complex
Development resulting from fire or other casualty during the Term, or in the event any portion of
the Soccer Complex Development is condemned or taken for any public or quasi-public use or title
thereto is found to be deficient during the Term,the net proceeds of any insurance relating to such
damage or destruction,the net proceeds of such condemnation or taking or the net proceeds of any
realization on title insurance shall be paid to the Developer.
(b) If,at any time during the Term,the Project or any part thereof shall be damaged or
destroyed by a Casualty(the"Damaged Facilities"), Developers,at its sole cost and expense,after
receipt of such insurance or condemnation proceeds shall commence and thereafter proceed as
promptly as possible to repair, restore and replace the Damaged Facilities to their condition
immediately prior to the Casualty.
(c) The obligations in this Section 7.10 are limited to only those portions of the
improvements that are owned and controlled by KC WFC, LLC, ACFC, LLC, or a Developers
Affiliate.
7.11. Indemnity. The Developers shall pay and indemnify and save the City and its governing
body members,directors,offiers,employees and agents harmless from and against all loss,liability,damage
or expense arising out of(a) the design, construction and completion of the Soccer Complex Development
by Developers,(b)the use or occupation of the Infrastructure Improvements by Developers or anyone acting
by,through or under it,(c) damage or injury, actual or claimed, of whatsoever kind or character occurring
after a Closing,to persons or property occurring or allegedly occurring in,on or about such applicable Soccer
Complex Site,(d)any breach,default or failure to perform by Developers under this Agreement,and(d)any
act by an employee of the City at the Soccer Complex Site which are within or under the control of
Developers or pursued for the benefit of or on behalf of the Developers; provided, however, Developers
shall not pay, indemnify and save the City and its governing body members, directors, officers, employees
and agents harmless from and against any loss, liability, damage or expense arising out of City's gross
negligence or willful misconduct. The Developers shall also pay and indemnify and save the City and its
governing body members,directors,officers,employees and agents harmless of,from and against,all costs,
reasonable counsel fees, exponses and liabilities incurred by them or by the Developers in any action or
proceeding brought by reason of any such claim, demand, expense, penalty or fine. If any action or
proceeding is brought against the City or its governing board members, directors, officers, employees or
agents by reason of any such claim or demand,the Developers,upon notice from the City,covenants to resist
and defend such action or proceeding on demand of the City or its governing body members, directors,
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officers, employees or agents. Nothing in this section shall constitute a waiver of governmental or official
immunity of the City or its officers or employees.
7.12. Environmental Matters.
(a) Demj lopers acknowledge City has procured Existing Environmental Reports on the
Soccer Complex Sib. City represents and warrants to City's knowledge, and as set forth in the
Existing Environmental Reports: (i) there are no Hazardous Substances or underground storage
tanks in, on or under the Property, except those that are in compliance with Environmental Law;
(ii)there are no past; present or threatened releases of Hazardous Substances in,on under or from
the Property which has not been remediated in accordance in accordance with Environmental Law;
(iii)there is no threat of any release of Hazardous Substances migrating to the Property;(iv)there
is no past or present non-compliance with Environmental Law, or with permits issued pursuant
thereto, in connectijQn with the Property which has not been remediated in accordance with
Environmental La ; (v) City has not received, any written notice or any other written
communication fron any Person(including but not limited to any governmental authority)relating
to Hazardous Substances or required remediation thereof, of possibility liability of any Person
pursuant to any Environmental Law in connection with the Property; and (vi)no remediation has
ever been recommended or required BY ANY STATE OR FEDERAL AGENCY OR IN
CONNECTION WITH ANY ENVIRONMENTAL LAWS in connection with the Property.
(b) The Developers: (i) shall not store, locate, generate, produce, process, treat,
transport, incorporate, discharge,emit, release,deposit or dispose of any Hazardous Substance in,
upon, under,over or from the Property in violation of any Environmental Law;(ii)shall not permit
any Hazardous Substance to be stored, located, generated, produced, processed, treated,
transported,incorporated,discharged,emitted,released,deposited,disposed of or to escape therein,
thereupon, thereunder, thereover or therefrom in violation of any Environmental Law; (iii) shall
cause all Hazardous Substances to be properly removed therefrom and properly disposed of in
accordance with all'applicable Environmental Law; (iv) shall not install or permit to be installed
any underground storage tank therein or thereunder in violation of any Environmental Law;and(v)
shall comply with all other Environmental Laws which are applicable to the Soccer Complex
Development. The)Developers shall indemnify the City against,shall hold the City harmless from,
and shall reimburse the City for,any and all claims,demands,judgments,penalties,fines,liabilities,
costs, damages and expenses, including court costs and attorneys' fees directly or indirectly
incurred by the City(prior to trial,at trial and on appeal)in any action against or involving the City,
resulting from any breach of the foregoing covenants or from the discovery of any Hazardous
Substance,in,upon,under or over,or emanating from,the Soccer Complex Development,whether
or not the Developers is responsible therefor, it being the intent of the Developers and the City that
the City shall have no liability or responsibility for damage or injury to human health, the
environment or natural resources caused by, for abatement and/or clean-up of, or otherwise with
respect to, Hazardous Substances, which Hazardous Substances are then or subsequently present
on such parcel of the Soccer Complex Development at the time of and thereafter following such
applicable Closing. The foregoing covenants contained in this Section shall be deemed continuing
covenants,representations and warranties for the benefit of the City and any successors and assigns
of the City,and shal l survive the termination,satisfaction or release of this Agreement,or any other
instrument. is
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ARTICLE Vlll
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SUBSEQUENT LAND SALES
8.1. Land Sale Reporting Requirements. During the Term hereof, Developers shall notify
the City in writing of any sale of a Parcel in the Soccer Complex Development or any interest therein (a
"Subsequent Land Sale") not less than ten (10) days prior to Closing of such Subsequent Land Sale. Said
notice shall identify the:
(a) Parcel in the Soccer Complex Development sold, transferred or otherwise
disposed, including the total acreage;
(b) Subsequent Land Sale purchase price, including the total purchase price and the
purchase price per square foot;and
(c) Name and address of the person or entity so acquiring any or all of the applicable
Parcel in the Soccer Complex Development.
ARTICLE IX
DEFAULT AND REMEDIES
9.1. Default Provisions. A party shall be in default under this Agreement if:
(a) General Default. In the event of any default in or breach of any term or conditions
of this Agreement by any party, or any permitted successor or assign, the defaulting or breaching
party shall, upon written notice from the other parties specifying such default or breach, proceed
immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30)
days after receipt of notice,cure or remedy such default or breach. In the event that the default or
breach is of such a nature that it cannot reasonably be cured within such thirty(30)day period,then
provided that the defaulting party diligently and in good faith commenced the cure or remedy of
such default or breach within such thirty (30) day period and diligently pursues such cure or
remedy, the period for cure shall be extended for such period of time to cure. In the event that a
default or breach of Developers is of such a nature that it cannot reasonably be cured within such
thirty(30)day period, Developers shall provide the City a written plan to cure any default or breach
expected to take longer than thirty(30)days to cure such breach.
(b) Developers Bankruptcy or Insolvency Default. It shall be deemed an event of
default if Developers shall file a voluntary petition under any bankruptcy law or an involuntary
petition under any bankruptcy law is filed against'any such party in a court having jurisdiction and
said petition is not dismissed within sixty(60)days;or Developers generally is not paying its debts
as such debts become due;or Developers makes an assignment for the benefit of its creditors; or a
custodian,trustee or receiver is appointed or retained to take charge of and manage any substantial
part of the assets of Developers and such appointment is not dismissed within sixty(60)days(each
of the events descri ed in this subparagraph being deemed a default under the provisions of this
Agreement).
9.2. Developer %emedies in the Event of Default. The rights and remedies reserved by the
Developer hereunder and those provided by law shall be construed as cumulative and continuing rights, no
one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or
more occasions. The Developer shall be entitled to any remedy at law and equity for any breach of any of
the provisions of this Agreement, including without limitation,the right of Developer to offset any damages
incurred by the Developer as a result of City's breach against any amounts due to Developers hereunder.
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Failure by the City to enforce any such rights reserved under this Section 9.2 shall not be deemed a waiver
thereof.
9.3. City Remedies in the Event of Default. The rights and remedies reserved by the City
hereunder and those provided'by law shall be construed as cumulative and continuing rights,no one of which
shall be exhausted by the exercise of any one or more of s>>ch rights or remedies on any one or more
occasions. The City shall be entitled to any remedy at law and equity for any breach of any of the provisions
of this Agreement, including without limitation,the right of City to offset any damages incurred by the City
as a result of Developers bre h against any amounts due to Developers hereunder;provided, however,that
the City shall not have the rht to terminate this Agreement if Developer is substantially performing its
obligations under this Agreement to cause the development of the Soccer Complex Development. Failure
by the City to enforce any such rights reserved under this Section 9.3 shall not be deemed a waiver thereof.
ARTICLE X
REPRESENTATIONS AND WARRANTIES
10.1. City Representations and Warranties. The City hereby represents and warrants to the
Developers, which representations and warranties are true and correct as of the date of this Agreement and
shall remain true and correct at all times until the final Soccer Complex Development Closing Date, unless
an earlier termination date is specified with respect to a particular representation and warranty:
(a) The City is a political subdivision of the State of Missouri, duly organized and
validly existing and the Constitution and laws of the State of Missouri. The City has all requisite
power and authority�o carry on its business as now being conducted.
(b) The,City is not prohibited from consummating the transactions contemplated in
this Agreement,by any law, regulation,agreement, instrument,restriction,order or judgment.
(c) The City has full right,title,authority and capacity to execute,deliver and perform
this Agreement and to consummate all of the transactions contemplated herein.
(d) This Agreement has been duly executed and delivered by the City, and assuming
due authorization, execution and delivery by the other parties hereto, constitutes its valid and
binding obligation, enforceable in accordance with its terms,except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the
availability of equitable remedies.
(e) To the knowledge of the City there are no attachments, executions, assignments
for the benefit of creditors,receiverships,conservatorships or voluntary or involuntary proceedings
in bankruptcy or pug�uant to any other debtor relief laws contemplated or filed by the City or
pending against the Clity.
10.2. Developers' Representations and Warranties.
The Developers hereby represent and warrant to the City,which representations and warranties are
true and correct as of the date of this Agreement and shall remain true and correct at all times until the final
Soccer Complex Development Closing Date, unless an earlier termination date is specified with respect to
a particular representation and warranty:
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(a) The Developers are limited liability company duly organized,validly existing and
in good standing under the laws of the State of Missouri or is authorized to do business in the State
of Missouri. The D' elopers has all requisite power and authority to carry on its business as now
being conducted.
(b) The, Developers are not prohibited from consummating the transactions
contemplated in thi. Agreement, by any law, regulation, agreement, instrument, restriction, order
or judgment.
(c) The Developers have full right,title,authority,capacity and possess such financial
assets to execute, deliver and perform this Agreement and to consummate all of the transactions
contemplated herein.
(d) This Agreement has been duly executed and delivered by the Developers, and
assuming due authorization,execution and delivery by the other parties hereto,constitutes its valid
and binding obligation,enforceable in accordance with its terms,except as such enforceability may
be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and
the availability of equitable remedies.
10.3. Survival of Representations and Warranties All of the representations and warranties
of the Parties under this Article X shall survive the termination of this Agreement.
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ARTICLE XI
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GENERAL PROVISIONS
11.1. Power of the City. Notwithstanding anything set forth in this Agreement to the contrary,
no provision contained herein:shall in any manner diminish or usurp the inherent rights and powers of the
City to act in its capacity as a public body. All financial obligations of the City shall be subject to future
appropriation of the City in accordance with Laws and Requirements. Further, nothing herein shall relieve
Developers from complying with all Laws and Requirements.
11.2. Time. Time is of the essence in this Agreement. The Parties will make every reasonable
effort to expedite the subject matters hereof and acknowledge that the successful performance of this
Agreement requires their continued cooperation.
11.3. Sovereign Immunity. Nothing in this Agreement shall constitute or be construed as a
waiver of the City's goverrim ntal or official immunity or its officers or employees from liability or suit
pursuant to Section 537.600 R Mo.
11.4. Authorized 1}Emplovees. Developers acknowledges that Section 285.530, RSMo,
prohibits any business entity op-employer from knowingly employing,hiring for employment,or continuing
to employ an unauthorized ien to perform work within the State of Missouri. Developers therefore
covenants that it is not knowily in violation of subsection 1 of Section 285.530,RSMo,and that it will not
knowingly employ,hire for en ployment,or continue to employ any unauthorized aliens to perform work on
any project which is the subject of this Agreement, and that its employees are lawfully eligible to work in
the United States. Developerswill execute an Immigration Law Compliance Affidavit in substantially the
same form as attached hereto in Exhibit H and will cause any person or entity perfonning work on the
Soccer Complex Development to confirm compliance with Section 285.530(1)and execute an Immigration
Law Compliance Affidavit. i
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11.5. Successors and Assigns.
(a) Binding Effect. This Agreement shall be binding on and shall inure to the benefit
of the parties named herein and their permitted successors and assigns.
(b) Assignment of Agreement or Duties. The rights, duties and obligations of the
Developers under this Agreement may not be assigned without City's approval,such approval not
to be unreasonably withheld conditioned or delayed. Any such City required consent when
obtained shall relieve the assignor of its obligations arising from this Agreement from and after the
date of such assignment so long as(i)the City has approved,by ordinance,such specified assignee
and such assignee executes and assumption agreement pursuant to which the assignee expressly
agrees in writing to assume and be fully bound by the obligations of the Developers hereunder from
and after the date of such assignment, and (ii) the assignee and the City have executed such
assumption agreement. Notwithstanding anything herein to the contrary,the City hereby approves,
and no prior consent shall be required for the Developers to transfer its interest in this Agreement
to an entity, at least 50% of the interest of which is owned by the Developers; provided that such
transfer shall not affect the obligations of Developers hereunder to complete the Soccer Complex
Development. The Developers agrees to provide written notice of any assignment or transfer under
the preceding sentence within thirty (30) days thereof. All assignees of the Developers' rights
under this Agreemnt shall expressly assume and be fully bound by the obligations of the
Developers hereunder.
11.6. Force Maieure. Neither the City nor the Developers shall be considered in breach or
default of their respective obligations under this Agreement, and times for performance of obligations
hereunder shall be extended in the event of any delay caused by or resulting from damage or destruction by
fire or casualty; strike; epidemic or pandemic; lockout; civil disorder; war; acts of God; unusually adverse
weather; flood; or other like causes beyond the parties' reasonable control (an event of"Force Majeure");
provided that neither the Developers,on the one hand,nor the City,on the other hand,shall be excused from
performance by reason of an event of Force Majeure attributable to an event or circumstance caused by its
or their own act or omission.
11.7. Notices. All notices,demands,consents,approvals,certificates and other communications
required by this Agreement to be given by any party hereunder shall be in writing and shall be hand-delivered
or sent by United States first dass mail,postage prepaid,addressed to the appropriate party at its address set
forth below,or at such otheridress as such party shall have last designated by notice to the other. Notices,
demands,consents,approvals certificates and other communications shall be deemed given when delivered
or three days after mailing; provided, however,that if any such notice or other communication shall also be
sent before 5:00 p.m. Central Time, on any Business Day by telecopy or fax machine, such notice shall be
deemed given at the time and on the date of machine transmittal and if sent after 5:00 p.m. Central Time,
then on the next Business Day if the sending party receives a written send verification on its machines and
forwards a copy thereof with its mailed or courier delivered notice or communication.
In the case of the Developers, to:
Amber Cox
9120 Nieman Road
Overland Park, KS 66214
am ber.coxpkcwoso.com
With a copy to:
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O'Melve and Myers LLP
Times Sq re Tower
7 Times S uare
New Yor NY 10036
Attn: lrwi Raij
In the case of the City,to:
City of Riverside
City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Attention: City Administrator
Facsimile:' 816-746-8349
With a copy to:
City of Riverside
City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Attention:'City Attorney
Facsimile: 816-746-8349
11.8. Insyection.,The City may,during construction thereof, conduct such period inspection of
the Soccer Complex Development as may be generally provided for in the City Code. In addition, the
Developer shall allow City reasonable access to the Soccer Complex Development during construction
thereof(and in all cases prior to issuance of a Certificate of Occupancy);provided,however,City shall give
Developer at least one(1)day prior notice prior to any such non-City Code related inspection, and no such
City access may unreasonably interfere with Developer's use of the Soccer Complex Development.
11.9. 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 Developers'
undertakings,or of the City's contracting for goods or services for the Redevelopment Area,shall participate
in any decisions relating th eto which affect that member's personal interests or the interests of any
corporation or partnership in hick that member is directly or indirectly interested. Any person having such
interest shall immediately, u on knowledge of such possible conflict, disclose, in writing, to the Board as
applicable,the nature of suct interest and seek a determination by the Board as applicable, with respect to
such interest and,in the mean ime,shall not participate in any actions or discussions relating to the activities
herein proscribed.
11.10. 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.
11.11. Entire Agreement; Amendment. It is agreed and understood by the parties that this
Agreement embodies the entire understanding and represents the full and final agreement among the parties
with respect to the subject matter hereof and supersede any and all prior commitments, agreements,
discussions, representations, and understandings, whether written or oral, relating to the subject matter
hereof; that this Agreement may not be contradicted or varied by evidence of prior or contemporaneous
written or oral agreements or discussions of the parties,or subsequent oral agreements or discussions of the
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parties;that there are no oral! greements among the parties,and no representations,agreements or promises
not set forth herein have beei made. Without limiting the foregoing, Developers acknowledges that: (i)no
promise or commitment has' been made to it by or on behalf of the City other than as set forth in this
Agreement;and(ii)except as otherwise expressly provided herein,this Agreement supersedes and replaces
any and all proposals, letters of intent and approval and commitment letters relating to the subject matter
hereof, none of which shall be considered a part of this Agreement unless expressly incorporated into this
Agreement. Notwithstanding the foregoing, the City and Developers acknowledge they are simultaneously
entering into a PSA for Parcel A. This Agreement shall be amended only in writing and effective when such
Amendment is approved by Ordinance or Resolution of the Board of Aldermen and signed by the Parties.
11.12. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall constitute one and the same instrument.
11.13. 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.
11.14. Representatives Not Personally Liable. No elected or appointed official, agent,
employee or representative of the City shall be personally liable to the Developers in the event of any default
or breach by any party under this Agreement, or for any amount which may become due to any party or on
any obligations under the terms of this Agreement.
11.15. Attorney's(Fees. The City,on the one hand,and Developers,on the other hand,each shall
be responsible for the fees a�4d expenses of their respective legal counsel incurred in connection with this
nsactio n
Agreement and the tras contemplated hereunder;provided,however,in any dispute arising out of or
relating to this Agreement, including any action to enforce this Agreement against a defaulting or breaching
party,the prevailing party in any legal proceeding shall recover from the non-prevailing party the prevailing
party's reasonable attorney's fees.
11.16. Survival. Notwithstanding the expiration or termination or breach of this Agreement by
any party, the agreements contained in Sections 6.5(b), 6.6, 7.4, 7.5 7.11 7.12 and 10 of this Agreement
shall, except as otherwise expressly set forth herein, survive such early expiration or early termination of
this Agreement by any party.
(Thy remainder of this page is intentionally left blank.)
IN WITNESS WHEREOF, the City and the Developers have caused this Agreement to be
executed in their respective names as of the date first above written.
"CITY" CITY OF RIVERSIDE, MISSOURI
By:-
Kathfeen L. Rose, Mayor
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(SEAL)..
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Robin Kincaid, City Clerk
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this day of', ,2021,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 Board of Aldermen,and said individual acknowledged said instrument to be the free
act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
Notary Public
My Commission Expires:A4A /_g/ �0,�3
�o�P4Y?bBG, ROBIN L.KINCAID
2 NO My Cown6wm Bow
March 8,2023
9.SEAL: Clinton County
CoMrnIr.4on#1 I
"DEVELOPERS" KC WFC Training, LLC, a Kansas limited
liability company:
By:
_ e 4j7,
Name:Angie K. Long
Title:Authorized Signatory
STATE OF KANSAS )
)SS.
COUNTY OF ) VV
On this +h day of60,C 2021,before me appeared •e (.• L0�1 to
me personally known, who, being by me Auly sworn, did say that she is the C
WFC Training, LLC,a Kansas limited liability company,and that she is authorized to sign t ins ument
on behalf of said company by authority of its members, and acknowledged to me that she executed the
within instrument as said company's free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written
Notary Public
My Commission Expires:
NOTARY PUBUO State of Karuas
STACY RENEE- -W
MY APO Expires -
"DEVELOPERS" ACFC, LLC, a Delaware limited liability
company:
By:
Name:Angie K. Long
Title: Authorized Signatory
STATE OF KANSAS )
)SS.
COUNTY OFj�S�/j )
On this day of ,2021,before me appeared . "to
me personally known,who,being by me July sworn,did say that she is the ppf A C,
LLC, a Delaware limited liability company, and that she is authorized to sign the instru nt orf beha f of
said company by authority of its members,and acknowledged to me that she executed the within instrument
as said company's free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
o ary Pub Mc
My Commission Expires:
NOTARY PUBLIC-State of Kansas
STAGY RENEE BR Z
My Appt E)ires
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EXHIBITS
EXHIBIT A Definitions
EXHIBIT B Development Proposal
EXHIBIT C Levee Allocation Agreement
EXHIBIT D Design Standards
EXHIBIT E Forrd,of Developer's Yearly Report
EXHIBIT F Forrnj:of PSA
EXHIBIT G Form, of Infrastructure Improvement Agreement
EXHIBIT H Formr,of Immigration Law Compliance Certificate
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EXHIBIT A
DEFINITIONS
r
"Act"means"TIF Act"
"Affiliate" means: (i) with respect to a particular individual: 1) each other member of such
individual's Family;2)any Person that is directly or indirectly Controlled by any one or more members of
such individual's Family;and3)any Person with respect to which such individual or one or more members
of such individual's family serves as a director,officer,partner,executor or trustee(or in a similar capacity);
and(ii)with respect to a specified Person other than an individual: 1)any Person that directly or indirectly
Controls,is directly or indirectly Controlled by or is directly or indirectly under common Control with such
specified Person; 2) each Person that serves as a director, officer, partner, executor or trustee of such
specified Person(or in a similar capacity); and 3)any Person with respect to which such specified Person
serves as a general partner or a trustee(or in a similar capacity).
For purposes of this definition,the"Family"of an individual includes solely(i)the individual,(ii)
the individual's spouse and children, and(iii)any other natural person who is related to the individual and
who regularly resides with such individual."Board"or"Board of Aldermen"means the Board of Aldermen
of the City.
"Business Day"means any day other than a Saturday, Sunday or any other day on which banking
institutions in Riverside, Missouri are required or authorized by law to close.
"Certificate of Approval"means that Certificate of Approval dated September 16,2004, issued by
the Director of the Department of Economic Development and the Commissioner of the Office of
Administration of the State of Missouri approving the participation of projects under the Redevelopment
Plan for the State Supplemental Tax Increment Financing Program.
"City Clerk"means the City Clerk of the City of Riverside, Missouri.
"Ci1y Code"means the Municipal Code of the City of Riverside, Missouri, as amended from time
to time.
"Closing"means each Soccer Complex Development Closing.
"Commercial"is defined in the Recitals.
"Construction Plans" means plans, drawings, specifications and related documents, and
construction schedules for the construction of the Soccer Complex Development, together with all
supplements, amendments or corrections, submitted by the Developers and approved by the City in
accordance with this Agreement and Laws and Requirements and any material produced by the architect,
engineer or other design professional pursuant to Section 3.3.
"Control"(including"controlling,""controlled by,"and"under common control with")means the
possession,direct or indirect, of the power to direct or cause the direction of the management and policies
of a Person (other than an individual), whether through the ownership of voting securities, by contract or
otherwise.
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"Development Plan" shall mean Developer's plans for a particular Parcel or set of Parcels
submitted for approval to the;Board of Alderman.
"Environmental Laws" means all statutes, laws, acts, ordinances, rules, regulations, orders, decrees
and rulings of any Federal, tate and/or local governmental or quasi-governmental body, agency, board,
commission and/or court rela ng to the protection of health and/or the environment or otherwise regulating
and/or restricting the use, sto ge, disposal, treatment, handling, release and/or transportation of Hazardous
Substances, including, without limitation, The Comprehensive Environmental Response, Compensation and
Liability Act of 1980,as now or hereafter amended,The Resource Conservation and Recovery Act of 1976,as
now or hereafter amended,and the Environmental Control Laws of the State of Missouri(principally set forth
at Chapter 260 of the Revised Statutes of Missouri), as now or hereafter amended, and all regulations
respectively promulgated thereunder.
"Existing Environmental Reports" means the Environmental Assessment of 500 acres of
Redevelopment Land Riversi Quindaro Missouri River Bend Riverside, Missouri 64150 dated October 22,
2002 prepared by Kingsto Environmental Services, Phase II Environmental Investigation Report
Riverside/Quindaro Bend Riverside, Missouri dated February 20,2003 prepared by Kingston Environmental
Services,and the State of Missouri Department of Natural Resources GPS Locations of Oil Wells/Suspected
Oil Wells Riverside Field, Inspection January 15, 2003, all of which have previously been provided to the
Developers.
"_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 Soccer Complex Development.
"Hazardous Substan'' s" means any pollutants, contaminants or industrial, toxic or hazardous
chemicals, wastes, materials oi substances which are defined, determined, classified or identified as such in
any Environmental Law or in 'y judicial or administrative interpretation of any Environmental Law,including
without limitation, petroleum' petroleum by-products, friable asbestos, polychlorinated biphenyls and urea
formaldehyde.
H
"Laws and Requirements" shall mean any applicable constitution,treaty, statute, rule, regulation,
ordinance, order, directive, City Code, interpretation, judgment, decree, injunction, writ, determination,
award, permit, license, authorization, directive, requirement or decision of or agreement with or by
Government Authorities, and all requirements of any insurers. Law and Requirements shall include,
without limitation,the Redevelopment Project Plan and the Act.
"Levee District"means the Riverside Quindaro Bend Levee District of Platte County, Missouri.
"Levee District Bonds" means the Riverside Quindaro Bend Levee District of Platte County,
Missouri Levee District Improvement Refunding Revenue Bonds, Series 2006 in the amount of
$20,100,000 issued pursuant to a Bond Trust Indenture dated as of July 1,2006,between the Levee District
and UMB Bank,N.A.,as Trustee,to provide funds to pay Levee Project costs,which Levee District Bonds
are secured by a pledge of TIE!Revenues,junior only to the City Levee TIF Obligations.
"Payments in Lieu o axes"or"PILOTS"shall have the meaning ascribed to such term in Section
99.805(10)of the TIF Act and 1the Redevelopment Plan.
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"PD Ordinance"shall-mean Section 400.380 of the City Code
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"Person" means an ndividual, a partnership, a corporation, an association, limited liability
company, a joint stock compa�y, a trust, an estate, a joint venture, an unincorporated organization, other
business entity or a governme tal authority.
"Redevelopment Area"means the Redevelopment Area as defined in the Redevelopment Plan.
"Redevelopment Plan" means the plan titled "L-385 Levee Redevelopment Plan," as amended,
approved by the City pursuant to the Act and the Approving Ordinances.
"Redevelopment Proigct" means any redevelopment project approved pursuant to the Act in
furtherance of the objectives of the Redevelopment Plan.
"TIF Commission" means the Tax Increment Financing Commission of the City of Riverside,
Missouri.
"Vertical Improvements" means the soccer pitches, Headquarters building, concession stands,
parking lots, medical office wilding and any other structures built by Developers to upon the Soccer
Complex Site;
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EXHIBIT B
I DEVELOPMENT PROPOSAL
[See attached.]
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DVERALL SITE PLAN
ARCH SITE PLAN•OVERALL DEVEIOPNENT Al A S 101
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EXHIBIT C
Levee Allocation Agreement
[See attached.]
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Recorded in Platte County, Missouri
Recording Date/Time:10/25/2021 at 08:10:03 AM
Instr Number: 2021020174
'DER OF'
Book: 1367 Page: 427 �OpP OFFo-
Type: DE AGMT . -
Pages:g
Fee: $39.00 S
Electronically Recorded Gloria Boyer
Recorder of Deeds
When recorded,this instrument
should be returned to:
City of Riverside,Missouri
2950 NW Vivion Road
Riverside,MO 64150
Attn: Sarah Wagner
(816)741-3993
Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments
Relating to the Riverside Quindaro Bend Levee District of Platte County,
Missouri.
Date of Document: October�i2021
Grantors/Grantees: City of Riverside, Missouri
2950 NW Vivion Road
Riverside,MO 64150
KC WFC Training,LLC
Attn: Amber Cox
9120 Nieman Road
Overland Park,KS 66214
Legal Description: Lot 1-6 and Tract B,RIVERSIDE SOCCER,a subdivision in the City of
Riverside, Platte County, Missouri according to the recorded plat
thereof. �offelt Land Title, Inc.
9574 N.McGee Ave.
Reference Book and Page(s): N/A Kansas City,MO 64155
1 WA 6942622.1
AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX ASSESSMENTS
RELATING TO
THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT
OF PLATTE COUNTY,MISSOURI
This Agreement is made as of October , 2021 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,having an address of 2950 NW Vivion Road, Riverside, MO 64150 (the"City")
and KC WFC TRAINING, LLC, a Kansas limited liability company, having an address of 9120
Nieman Road, Overland Park,KS 66214,attn.: Amber Cox("KC WFC").
WHEREAS, In The Matter oJ'Kiverside-Quindaro Bend Levee District Platte County, Missouri,
Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial District (the
"Court"), benefits in the amount of $7,260,063.17 ("Benefits") were assessed against the property
generally known in the Riverside-Quindaro Bend Levee District of Platte County, Missouri ("Levee
District") as Tax Parcel No, 23-3.0-08-000-000-015.000 ("Original Tract A")and Tax Parcel No. 23-3.0-
08-000-000-016.000 ("Original Tract B"), and Tax Parcel No. 23-3.0-08-000-000-019.000 ("Original
Tract C"), which together combined for a percentage of the Levee District annual benefit assessments
allocated to the Original Tracts of9.72381%;and
WHEREAS, the Levice District assesses annual debt service, maintenance and other taxes based
upon the benefits assessed by the Court against each tract of land; and
4
WHEREAS, in connection with the purchase of New Tract A by KC WFC on September 17, 10
2021, that certain Agreement Allocating Benefits for Levee District Tax Assessments Relating to 0
Riverside Qunidaro Bend Levee District of Platte County, Missouri, dated September 17, 2021, was
entered into by the City and KC WFC, recorded on September 20, 2021, as Instrument No. 2021017975, 4
in Book 1365, Page 242 in the Office of the Platte County, Missouri Recorder of Deeds (the "September
Allocation Agreement"); and
WHEREAS, the Original Tracts have been reconfigured and replatted into seven new tracts
("New Tract A," "New Tract B," "New Tract C," "New Tract D," "New Tract F,," "New Tract F," and
"New Tract G" described below and,together,the"New Tracts");and
WHEREAS, the parties desire that the Benefits of the Original Tracts be allocated between the
New Tracts as set forth in this Agreement;and
WHEREAS, after consulting with the Levee District, the parties desire to amend the allocation
of Benefits and assessments of annual debt service, maintenance and other taxes based upon the benefits
assessed by the Court against the New Tracts as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and premises contained in this
Agreement, and other good and valuable consideration acknowledged by the parties, the parties agree as
follows:
1. Termination of the September Allocation Agreement. The September Allocation
Agreement is hereby terminated and of no further force and effect and completely superseded by this
Agreement.
2
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2. Leeal Description of Original Tracts. The legal descriptions for the Original Tracts are
as follows:
Original Tract A(+/-1,489,351.25sq.ft.):
Lot 15, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside,
Platte County,Missouri
Original Tract B(+/-343,139.54 sq.ft.):
Lot 16, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside,
Platte County,Missouri
Original Tract C(+/- 1,018,001.56 sq.ft.):
Lot 19, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside,
Platte County,Missouri
3. Leeal Description of New Tracts. The legal descriptions for the New Tracts are as
follows:
to
New Tract A(+/- 529,703 sq. ft.):
_Lot I Riverside Soccer,a subdivision in the City of Riverside, Platte County,Missouri V
New Tract B(+/-565,330 sq. ft.):
G�
Lot 2 Riverside Soccer,a subdivision in the City of Riverside,Platte County,Missouri K)
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New Tract C(+/-35,506 sq.ft.):
_Lot 3 Riverside Soccer,a subdivision in the City of Riverside,Platte County. Missouri
New Tract D(+/- 827,740 sq.ft.):
_Lot 4 Riverside Soccer,a subdivision in the City of Riverside, Platte County, !Missouri
New Tract E(+/-342,504 sq.ft.):
_Lot 5 Riverside Soccer,a subdivision in the City of Riverside,Platte County. Missouri
New Tract F(+/-596,816 sq.ft.):
_Lot 6 Riverside Soccer,a subdivision in the City of Riverside, Platte County, Missouri
New Tract G(+/-250,518 sq.ft.):
—Tract B Riverside Soccer,a subdivision in the City of Riverside,Platte County,Missouri
4. Allocation of Benefits. The parties hereby irrevocably agree that the Benefits shall be
allocated from the Original Tracts between the New Tracts as follows:
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New Tract A: $1,221,579.76 (resulting in a total percentage of the Levee District annual benefit
assessments of 1.63613%allocated to New Tract A)
New Tract B: $1,303,743.03 (resulting in a total percentage of the Levee District annual benefit
assessment of 1.74618%allocated to New Tract B)
New Tract C: $81,882.00 (resulting in a total percentage of the Levee District annual benefit
assessment of 0.10967%allocated to New Tract C)
New Tract D: $1,908,902.33 (resulting in a total percentage of the Levee District annual benefit
assessments of 2.55670%allocated to New Tract D)
New Tract E: $789,868,45 (resulting in a total percentage of the Levee District annual benefit
assessment of l.05792%allocated to New Tract E)
New Tract F: $1,376,352.90 (resulting in a total percentage of the Levee District annual benefit
assessment of 1.84343%allocated to New Tract F)
New Tract G: $577,734.70 (resulting in a total percentage of the Levee District annual benefit
assessment of 0.77379%allocated to New Tract G)
a)
5. Binding Effect. The provisions of this Agreement shall be perpetual covenants running
with the land and shall inure to the benefit of the Levee District, the parties and their respective w
successors and assigns, and be binding upon the parties and their respective successors, assigns, and
grantees,including but without limitation,all subsequent owners of any parcel or property affected hereby V
and all persons claiming under or through them.
G)
6. Representations and Warranties. Each of the parties to this Agreement hereby y
represents and warrants to the other that each person executing this Agreement has the full power and
authority to execute this Agreement on behalf of such party and has the full power and authority to legally
bind such party to the terms and conditions contained herein_
7. Recording. Each of the parties to this Agreement consents to the filing of this
Agreement in the Office of the Platte County Recorder of Deeds and that a copy of such recorded
document shall be provided to the Levee District by the City.
8. Reliance and Third Party Beneficiary. The Levee District shall be entitled to rely upon
this Agreement in preparing its Tax Book and all other records for the current year and every year
thereafter. The parties agree that the Levee District is an intended third party beneficiary of this
Agreement and may rely upon the terms and provisions of this Agreement.
9. Amendments. This Agreement may not be revoked, amended or modified except in a
writing executed by the parties. Such amendment must be recorded of record and a fully executed and
recorded copy of each and every amendment must be provided to the Levee District as required for this
Agreement under Section 7 above. No amendment shall be effective as to the Levee District unless and
until a fully executed and recorded copy of such amendment is provided to the Levee District. To be
effective for any tax year, such fully executed and recorded amendment must be actually received by the
Levee District no later than August 15 of such tax year.
4
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IN WITNESS WHEREOF,this Agreement has been executed by the duly authorized reprftentadves of
the parties as of the date first above written.
CffV OF RIVERSIDE,MISSOURI KC WFC TRAINING,LLC
By: Hy: 0--- '` L .A,
Kathleen L. Rose,Mayan 444*4
1� r►>>tr� " t
STATE OF MISSOURI }
)as.
COUNTY OF PLATTE )
ON THIS day of October,2021,before me,the undersigned, a Notary Public in and for said
county and state, personally 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 municipal corporation duly
organized and existing under the laws of the state of Missouri, and that the foregoing instrument was
signed on behalf of said municipality, by authority of its Board of Aldermen, and she acknowledged said
instrument to be the free act and deed of said municipality.
WrrNESS my hand and official seal in the County and State aforesaid, the day and year first
above written. X
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Notary Public Signature 4
(Seal) M
G)
Printed or Typed Name N
My Commission Expires: 4
STATE OF KarWS )
ss.
COUNTY OF )
ON THIS ZZ day of October,2021,before me,the undersigned,a Notary Public in and for said
county and state,personally appeared a, ,to me personally known,who being by me duly
sworn, did say that she is the Hol KC WFC Training, LLC, a Kansas limited liability
company, and that the foregoing instrum was signed on behalf of said limited liability company, by
authority of its members,and she acknowledged said instalment to be the free act and deed of said limited
liability company.
WITNESS my hand and official sea in the County and State aforesaid, the day and year first
above written.
qiq;ary-rumis SI
(Seal)
Printed yped Nance
My Commission Expires:
WTARy PUWC•State of 1(�mpAe j
STACY R£NE 6R10E 1
My APM.
S
6"-"6""3C I7503459.3'""IC 17503459.3
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of
the parties as of the date first above written.
CITY OF IVERSIDE,MIS O KC WFC TRAINING,LLC
By: By:
a een L.Rose,Mayo
STATE OF MISSOURI )
ss.
COUNTY OF PLATTE )
ON THIS ��of October, 2021,before me, the undersigned,a Notary Public in and for said
county and state,personally 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 municipal corporation duly
organized and existing under the laws of the state of Missouri, and that the foregoing instrument was
signed on behalf of said municipality, by authority of its Board of Aldermen,and she acknowledged said
instrument to be the free act and deed of said municipality.
5A44;NFqF09 My hand and seal in the Coun and State aforesaid, the day and year first
abo e writteOARAH WAGNER
Notary Public=Notary Seal
STATE OF MISSOUR1 Notary Public Signature v
Clinton County
(Se �y Commission Expires:Nov. 13,2023 10
Commission#11277184 D
Tinted or Typed Name A
My Commission Expires: NaALq%1 o4k V'S,'�O�j y
STATE OF )
Ss.
COUNTY OF )
ON THIS day of October,2021,before me, the undersigned, a Notary Public in and for said
county and state, personally appeared , to me personally known, who being by me duly
sworn, did say that s/he is the of KC WFC Training, LLC, a Kansas limited liability
company, and that the foregoing instrument was signed on behalf of said limited liability company, by
authority of its [members/managers], and s/he acknowledged said instrument to be the free act and deed
of said limited liability company.
WITNESS my hand and official seal in the County and State aforesaid, the day and year first
above written.
Notary Public Signature
(Seal)
Printed or Typed Name
My Commission Expires:
5
6"-"6""JC 17503459.3"""IC 17503459.3
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When recorded,this instrurr nt
should be returned to:
City of Riverside, Missouri
2950 NW Vivion Road
Riverside, MO 64150
Attn: Sarah Wagner
(816)741-3993
Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments
Relating to the Riverside Quindaro Bend Levee District of Platte County,
Missouri.
Date of Document: September ,2021
Grantors/Grantees: City of Riverside, Missouri
2950 NW Vivion Road
Riverside, MO 64150
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KC WFC Training, LLC
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Attn: Amber Cox
9120 Nieman Road
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Overland Park, KS 66214
Legal Description: ! Lot 15 and Tract E, RIVERSIDE HORIZONS EAST FIRST PLAT, a
j subdivision in the City of Riverside, Platte County,Missouri
Reference Book and Page(s) N/A
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AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX ASSESSMENTS
RELATING TO
THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT
OF PLATTE COUNTY, MISSOURI
This Agreement is made as of September _, 2021 by and between THE CITY OF
RIVERSIDE, MISSOURI, city and political subdivision duly organized and existing under the
Constitution and laws of the fate of Missouri, having an address of 2950 NW Vivion Road, Riverside,
, W
MO 64150(the"City")and FC TRAINING, LLC, a Kansas limited liability company,having an
address of 9120 Nieman Road]Overland Park, KS 66214,attn.: Amber Cox("KC WFC").
WHEREAS, In The katter of Riverside-Quindaro Bend Levee District Platte County, Missouri,
Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial District (the
"Court"), benefits in the amount of$ ("Benefits") were assessed against the property generally
known in the Riverside-Quindaro Bend Levee District of Platte County, Missouri ("Levee District") as
Tax Parcel No. 23-3.0-08-000-000-015.000 ("Original Tract A") and Tax Parcel No. 23-3.0-08-000-000-
003.000 ("Original Tract B", and together with Original Tract A, the "Original Tracts"), which together
combined for a percentage of the Levee District annual benefit assessments allocated to the Original
Tracts of %;and
WHEREAS, the Levee District assesses annual debt service, maintenance and other taxes based
upon the benefits assessed by the Court against each tract of land;and
WHEREAS,the Ori 'nal Tracts have been reconfigured and replatted into two new tracts("New
Tract A"and"New Tract B" scribed below and,together,the"New Tracts");and
WHEREAS, the parties desire that the Benefits of the Original Tracts be allocated between the
New Tracts as set forth in this'Agreement;and
WHEREAS, after consulting with the Levee District, the parties desire to amend the allocation
of Benefits and assessments of annual debt service, maintenance and other taxes based upon the benefits
assessed by the Court against the New Tracts as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and premises contained in this
Agreement, and other good and valuable consideration acknowledged by the parties, the parties agree as
follows:
1. Legal Description of Original Tracts. The legal descriptions for the Original Tracts are
as follows:
Original Tract A(+/- 1,489,351.25sq.ft.):
Lot 15, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside,
Platte County, Missouri
1
Original Tract B(+/-351,450.79 sq.ft.):
Tract E, RIVERSIDE HORIZONS EAST FIRST PLAT, a subdivision in the City of Riverside,
Platte County, Missouri
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2. Legal Description of New Tracts. The legal descriptions for the New Tracts are as
follows:
New Tract A(+/- 9$9,647 sq. ft.):
Lot 15 minus that part metes & bounds description a subdivision in the City of
Riverside, Platte County, Missouri
New Tract B(+/-342,457 sq. ft.):
_Tract E(minus that part taken for New Tract C)_, a subdivision in the City of Riverside, Platte
County, Missouri
New Tract C(+/-529,704 sq. ft.):
_Tract A (minus metes & bounds description)_, a subdivision in the City of Riverside, Platte
County, Missouri
3. Allocation of Benefits. The parties hereby irrevocably agree that the Benefits shall be
allocated from the Original Tracts between the New Tracts as follows:
New Tract A: $41,1�6.81 (Combination of Original Tract A minus +/-529,704 sq. ft. from New
Tract C, resulting in a total percentage of the Levee District annual benefit assessments of
3.28930%allocated to New Tract A)
New Tract B: $0(+/- 342,457 sq. ft. from Original Tract B, comprised of property to be used for
stormwater detention purposes, resulting in a total percentage of the Levee District annual benefit
assessment of 0%allocated to New Tract B)
New Tract C (Parcel' A): $22,739.64 (+/- 529,704 sq. ft. from Original Tract A, resulting in a
total percentage of the Levee District annual benefit assessment of 1.81561% allocated to New
Tract C)
4. Binding Effect. The provisions of this Agreement shall be perpetual covenants running
with the land and shall imire to the benefit of the Levee District, the parties and their respective
successors and assigns, an&be binding upon the parties and their respective successors, assigns, and
grantees, including but without limitation,all subsequent owners of any parcel or property affected hereby
and all persons claiming under or through them.
5. Representations and Warranties. Each of the parties to this Agreement hereby
represents and warrants to the other that each person executing this Agreement has the full power and
authority to execute this Agreement on behalf of such party and has the full power and authority to legally
bind such party to the terms and conditions contained herein.
6. Recording. Each of the parties to this Agreement consents to the filing of this
Agreement in the Office of the Platte County Recorder of Deeds and that a copy of such recorded
document shall be provided to the Levee District by the City.
7. Reliance and Third Party Beneficiary. The Levee District shall be entitled to rely upon
this Agreement in preparing its Tax Book and all other records for the current year and every year
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thereafter. The parties agree that the Levee District is an intended third party beneficiary of this
Agreement and may rely upon the terms and provisions of this Agreement.
8. Amendmen . This Agreement may not be revoked, amended or modified except in a
writing executed by the parties. Such amendment must be recorded of record and a fully executed and
recorded copy of each and every amendment must be provided to the Levee District as required for this
Agreement under Section 6 gbove. No amendment shall be effective as to the Levee District unless and
until a fully executed and recorded copy of such amendment is provided to the Levee District. To be
effective for any tax year, such fully executed and recorded amendment must be actually received by the
Levee District no later than Aiugust 15 of such tax year.
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IN WITNESS WHEREOF; this Agreement has been executed by the duly authorized representatives of
the parties as of the date first'',above written.
CITY O IVERSIDE, MISSO RI KC WFC TRAINING, LLC
By: By:
Kat een L. Rose, Mayor
I
STATE OF MISSOURI )
1 )ss.
COUNTY OF PLATTE )
ON THIS I�J7day of September, 2021, before me, the undersigned, a Notary Public in and for
said county and state, personally 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 municipal corporation duly
organized and existing under the laws of the state of Missouri, and that the foregoing instrument was
signed on behalf of said municipality, by authority of its Board of Aldermen, and she acknowledged said
instrument to be the free act and deed of said municipality.
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WITNESS my hand'i,and official seal in the County and State aforesaid, the day and year first
above wi;i;tfen. 4
•o1PRY?UB'. ROBIN L.ONCNID52
NOTARY'._ "' EzPKes Notary Public Signature
(Semi SEAL Man;h '2023
yj� Clinton County 0/ w� L C M*Sim 5390631 o fo► N ca.i
Printed or Typed Name
My Commission Expires:
STATE OF )
ss.
COUNTY OF )
ON THIS day of September, 2021, before me, the undersigned, a Notary Public in and for
said county and state, personally appeared , to me personally known, who being by me
duly sworn, did say that s/he is the of KC WFC Training, LLC,a Kansas limited liability
company, and that the foregoing instrument was signed on behalf of said limited liability company, by
authority of its [members/managers], and s/he acknowledged said instrument to be the free act and deed
of said limited liability company.
WITNESS my hand and official seal in the County and State aforesaid, the day and year first
above written.
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Notary Public Signature
(Seal)
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Printed or Typed Name
My Commission Expires:
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I EXHIBIT D
DESIGN STANDARDS
Socc'r Complex Development Design Standards
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Horizons"PD" Regulations
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A. Buildiniz Lines. No building or structure shall be erected nearer than thirty(30)feet from
any existing or proposed street right of way. The side yards shall have a minimum aggregate total of sixty
(60) feet from the property lines,','but no side yard shall be less than thirty(30) feet. The rear setback line
shall be a minimum of thirty(30) feet from the property line.
B. Building Materials and Construction. All buildings and other structures within Horizons
Business Park shall be constructed of attractive exterior sides of high quality materials including masonry,
concrete, structural clay tile, glass, and metal when used in an incidental role. Specific materials which
will be excluded include exposed (i) galvanized sheet metal, (ii) nondecorative cinder or concrete block,
and(iii)double T concrete panels. Exterior mechanical or electrical equipment, including,but not limited
to, HVAC equipment shall be so'placed or screened that the predominant design lines of the building or
structure continue without visual distraction or interruption. If the function of the building or structure
dictates placement of such equipment in such a manner or location that the building exterior walls
themselves are unable to screen the equipment from view of adjacent existing or proposed streets or
highways, they must be separately screened using materials compatible with the approved building
materials and the height of such screening shall be equal to the height of the equipment to be screened; or
with acceptable landscaping.Accessory buildings,enclosures,appurtenant structures to,or extrusions from,
any building or structure shall be of similar or compatible materials,design and construction.
C. Building Material Colors. Color of materials used on the construction of all buildings,
enclosures,and appurtenant structures will present a predominantly warm earth tone appearance.
D. Parking. Employee, customer, owner or tenant parking shall be the responsibility of the
property owners and they shall ovide all necessary parking facilities entirely on their property. Parking
on private or public streets or hi hways within the subject property is expressly prohibited. All parking
areas and drives and access shall be paved with an impervious surface equal to asphalt or concrete and
maintained by the owner in a sightly and well-kept condition. Each parking space provided shall be
designated by white lines painted on the paved surfaces and shall be adequate in area.
No parking spaces, parking aisles or roadways, except the access way, shall be permitted
within the front fifteen(15)feet of the front setback. If parking spaces are provided in front of the
building the vehicles shall be screened from the road by walls, earth berms, and/or plant material
equal to the height and length of the area.
Adequate off-street parking shall be provided by each Owner and tenant for its customers,
employees and visitors; and the parking requirements set forth in the appropriate section of the Riverside,
Missouri Unified Development Ordinance shall be used as minimum guidelines in determining minimum
parking requirements.
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E. Off-Street Loading. Provision for handling all truck service must be totally within the
building site. No loading docks may be on any street frontage,unless properly screened and approved. All
loading shall be paved with an impervious surface equal to asphalt or concrete. All side and rear loading
service areas shall be properly screened from view from all existing or proposed streets,roads,or highways
by walls,earth berms, and/or plant material.
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F. Outside Storage and Equipment. Outside storage of any type, including, but not limited
to;materials,supplies,equipment,finished products or semi-finished products,raw materials,or articles of
any nature may be stored or permitted to remain on any Building Site outside of the building or buildings
constructed thereon, in accordance with the following standards:
• Screening. All outdoor storage shall be contained within a fully enclosed building or in a fenced
open yard adequately screened.
• Location. All outdoor storage shall be located in either a side or rear yard. Displays shall not be
located on public sidewalks or streets. No outdoor storage shall be located within ten(10)feet of
a street line. l
• Appearance. All outdo ir storage shall have a neat and orderly appearance.
• Setback. Outdoor storage areas shall comply with all setback requirements.
• Height. The height of materials stored shall not exceed the height limitation of the underlying
zoning district.
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Any permitted storage ` ay only occur in a manner so as to not be objectionable to any occupant
of other building sites in the ent re tract.
Facilities for storage of waste and rubbish shall be maintained within a screened area in
closed metal containers of type approved.
Each Owner and tenant shall keep its premises, buildings and improvements and
appurtenances in a safe,sightly,clean,neat and wholesome condition,and shall comply in all respects with
all governmental,health and polce requirements. Each Owner and tenant shall remove,at its own expense,
any rubbish or trash of any character which may accumulate on its property and shall keep unlandscaped
and landscaped areas neat and well-maintained. Rubbish and trash shall not be disposed of on the premises
by burning in open fires or incinerators. All rubbish and trash containers shall be properly screened by an
appropriate enclosure.
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G. Permanent Park Signage. No sign shall be erected, placed or otherwise installed upon a
Building Site or affixed to a Building, structure, or other improvement erected on a Building Site until the
plans for such sign shall have been approved by the City. Flashing or moving signs shall be prohibited.
Product or service replicas or models shall be prohibited, unless allowed per the Unified Development
Ordinance or
The location, size, desi n and color of all signs must be in keeping with the character of the Park.
Monument signs shall provide AI minimum landscaped area equal to 3 times the size of the monument sign
utilizing ornamental trees ands rubs,ground cover,rock beds,flowers,or other decorative treatments.
1. Park Entry Signs. Park Entry Signs shall be utilized to identify the development
as whole and not individual b,,sinesses. Three (3) Park Entry Signs shall be permitted, each with a
maximum height of 18' and a maximum sign face of 128 sq.ft. Individual Building Monument signs shall
have a maximum height of 8' and a maximum sign face of 64 sq. ft.
2. Construction Signs. A temporary wood, metal, or plastic sign will be allowed
during the construction of a building project. Such signs may be either single or double faced with each
face having a maximum area of fifty square feet for building sites,less than three(3)acres and eighty square
feet for building sites of three (3)acres or more. All signs permitted under this provision will be removed
immediately upon issuance of an occupancy permit for any building constructed on the site.
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3. For Sail or Lease Signs.A temporary wood,metal,or plastic sign may be erected
on a developed building site to 6ffer the property for sale or lease. One(1)such sign, having a maximum
area of thirty(30)square feet, will be authorized for each building site.
4. Tem a Signs. Paper signs, stickers, transfers, signs printed or affixed to, or
visible through the windows, d' ors or exterior walls of a building or other signs of a temporary character
or purpose, regardless of the Composition of the sign or the materials used therefore, are expressly
prohibited. Ii
H. Landscaping. All open areas not occupied by buildings,storage,parking,access roads and
loading shall be landscaped in accordance with Laws and Requirements.
Building sites shall be landscaped in accordance with the general landscaping plan for the
Park Credit shall be given to the requirements set forth above for the minimum landscape buffer and the
building site landscaping requirements for landscaping that occurs within the common area, including the
lakes and canals as shown on the Development Plan.
1. Exterior Lighting. Lighting of buildings and public areas, such as parking, plazas,
landscaping, fountains, sculptures, and walkways is required. All site lighting will be accomplished by
using concealed source fixtures with a minimum average illumination in accordance with the requirements
of the City of Riverside, Misso ri. All exterior lighting will be metal halide or white in color and constant
in nature, specifically excluding traveling,flashing or intermittent illumination of any kind and must be so
arranged or shielded as to avoid glare or reflection onto any adjacent existing or proposed streets,highways,
ponds or building sites. Pole mounted fixtures will have a maximum pole height of twenty-eight(28)feet,
including the base.
J. Under round tilities Pipes, Etc. No pipe, conduit, cable, line or the like for water, gas,
sewage, drainage, steam, electricity, or any other energy or service shall be installed or maintained upon
any building site(outside of any building)above the surface of the ground.
K. Fencing. All fencing on any building site shall be compatible with the building materials
used in the construction of the major structure on said building site. All metal fencing shall be black vinyl
coated or with mesh screen and shall be screened by landscaping from view from existing or proposed
streets, highways and contiguous building sites. Fencing shall be limited to 8' high at side and rear yards.
Front yards shall be decorative in appearance with a maximum height of 3' above grade.
L. Animals. No livestock,poultry or other animals shall be kept on any part of the Park
M. Miscellaneous. Each building site in Horizons Business Park is subject to all present and
future Laws and Requirements with special attention directed to the following sections thereof applicable
to all PD Planned Development Districts,pertaining to the following:
1. Smoke Control
2. Control of Dust&Dirt, Fumes, Vapors and Gases
3. Noise control
4. Control of odors
5. Glare and heat control
6. Vibrat'on control
7. Stora and waste disposal
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EXHIBIT E
FORM OF DEVELOPER'S YEARLY REPORT
[See attached.]
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Annual Development Report
Organization Name:
Primary Point of Contact
Name Title
Phone E-Mail
Form Instructions
rhqgk yny for the great_YYDCIC_�our-organization does,in-rapport-0f-our community and the-region. Below;please complete all fields ---- —For the section on estimated youth soccer visits, consider each entrant to the complex as one visit for every time they visit.
Current Calendar Year
Soccer Complex Commercial Development
Total Acreage 52.20 Total Acreage 20.60
Acreage of Completed Development Acreage of Completed Development
Acreage Currently Under Development Acreage Currently Under Development
Remaining Acreage 52.20 Remaining Acreage 20.60
Anticipated Development This Year Anticipated Development This Year
Previous Calendar Year Current Calendar Year
Youth Soccer Operations Youth Soccer Operations
Number of Tournaments Scheduled _ Number of Tournaments Scheduled
Number of Training Clinics Scheduled _ Number of Training Clinics Scheduled__
Number of Teams Using Complex Number of Teams Using Complex
Estimated Annual Complex Visitors Estimated Annual Complex Visitors
CITY OF
RIVERSII
w MISSOURI
Report Date -9/14/2021 Upstream from ordinary.
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EXHIBIT F
FORM OF PSA
[See attached.]
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Execution Version
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A REEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the Effective
Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a Missouri municipal
corporation("Seller"or"City"),and KC WFC TRAINING,LLC,a Kansas limited liability company,and/or
its assigns("Purchaser").In consideration of the agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby
agree as follows:
RECITALS:
WHEREAS,the City of Riverside,Missouri owns certain real property,the approximately twelve and
one-half acres(12.5)acres depicted on Exhibit A,attached hereto and incorporated herein,in Riverside, Platte
County, Missouri, also known and referred to at times as Horizons East("Parcel A");and
WHEREAS, Purchaser proposed to purchase Parcel A (and the Future Parcels)to develop and use it
for the construction and opera ion of a youth soccer operation for training and tournaments ("Youth
Training"), a headquarters and ,training facility (the "Headquarters") for a professional women's soccer
franchise known currently as KC NWSL;and
WHEREAS,Purchaser, has submitted to the City a proposal(the"Proposal")for the redevelopment
of Parcel A and additional Parcels B-D ("Future Parcels") (Parcel A and Future Parcels collectively the
"Redevelopment Area");and
WHEREAS, pursuant �� the terms and conditions contained herein, the parties desire to further
negotiate and finalize the details iof the business terms included in the Proposal to be included in one or more
definitive agreements including but not limited to additional purchase and sale agreement(s),an infrastructure
improvement agreement and that certain Development Agreement dated as of September [_], 2021 (the
"Development Agreement," collectively, the ("Definitive Agreements")) for the redevelopment of the
Redevelopment Area; and
WHEREAS, Developer shall commence construction on the Headquarters operation within forty-
five(45)days of execution of thi�Agreement; and
WHEREAS, the Board of Aldermen of the City, having determined the Proposal submitted by the
Purchaser fulfills a public purpose and will further the growth of the City, facilitate the development of
Riverside,improve the environm nt of the City,increase the assessed valuation of the real estate situated within
the City, increase the sales tax venues realized by the City, foster increased economic activity within the
City, increase employment opportunities within the City, enable the City to direct the development of the
Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and
welfare of its residents and taxpayers; and, has authorized this sale of Parcel A pursuant to this Purchase and
Sale Agreement, and its transfer by Special Warranty Deed, the form of which is attached hereto as Exhibit B
(the"Deed")to Purchaser.
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NOW,THEREFORE, in consideration of the premises,TEN AND NO/100 DOLLARS($10.00)and
other good and valuable considerlation,the receipt and sufficiency of which are hereby acknowledged, and the
mutual undertakings of the parti hereinafter set forth, it is hereby agreed by the parties as follows:
ARTICLE I
SALE AND PURCHASE
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1.01 Sale and Purc . The Purchase Price (the "Purchase Price") for Parcel A shall be Six
Hundred and Sixty-Two Thousa ,One Hundred Thirty and 0/100 dollars)($662,130.00),which is based upon
the purchase price of One Doll and Twenty-five Cents ($1.25) per square foot and the property's square
footage of 529,704 square feet as set forth in the legal description attached hereto as Exhibit A.
1.02 Escrow Agent n executed copy of this Agreement shall be delivered to Coffelt Land Title
Inc., 401 Lexington, Harrisonvi. e, MO 64701, Attention: L. Kent Shelman, Phone: (816) 581-2221, (the
"Escrow Agent"or"Title Insu r"). No deposit shall be required of Purchaser.
ARTICLE II
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall within ten (10) days after execution hereof at Seller's sole
cost and expense cause to be prepared and furnished to Purchaser for Parcel A an updated title commitment
for the Title Policy(the"Title Commitment")issued by the Escrow Agent showing the City as the record title
owner of Parcel A,by the terms of which the Escrow Agent,as agent for the Title Insurer,agrees to issue to or
for Purchaser a standard ALTA form of owner's policy of title insurance(the "Title Policy") at the Closing
with respect Parcel A in the amount of the Purchase Price, insuring Purchaser's fee simple title to Parcel A to
be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein,together
with readily legible copies of all,documents and plats, if any, which are referred to in the Title Commitment.
Seller shall pay the expenses of raining the Title Policy as hereinafter provided at Closing. The Title Policy
shall exclude all standard pre-printed exceptions. Any endorsements for extended coverage shall be at the
Purchaser's sole cost and expense.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel, Seller and the Escrow Agent an updated ALTA survey(the
"Survey")of Parcel A prepared by a surveyor of Purchaser's choosing(the"Surveyor")as of a date which is
subsequent to the Effective Date.
2.03 Review of Title and Survey. Purchaser shall have thirty (30) days (the "Title Review
Period")commencing on the date Purchaser receives the Title Commitment within which to notify Seller in
writing of any objections Purchaser has to any matters shown on the Title Commitment. All objections raised
by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have the option,
but not the obligation,to remedy or remove all Objections(or agree irrevocably in writing to remedy or remove
all such Objections at or prior to Closing) during the period of time(the"Cure Period")ending on the tenth
(loth) business day after Seller'q receipt of Purchaser's notice of such Objections. Except to the extent that
Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to
have elected not to cure such matters. In the event Seller is,or is deemed to be,unable or unwilling to remedy
or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure
Period, then either:
(i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving
Seller written notice to such effect during the period of time(the"Termination Period") ending on
the tenth (10th) business day following the end of the Cure Period, whereupon all parties hereto or
mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder;
or
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(ii) any such;Objections may be waived by or on behalf of Purchaser, with Purchaser to
be deemed to have waived such Objections if notice of termination is not given within the Termination
Period. Any title encurribrances or exceptions which are set forth in the Title Commitment and to
which Purchaser does not object on or prior to the last day of the Title Review Period(or which are
thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions
(the"Permitted Except' ns")to the status of Seller's title to Parcel A.
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Notwithstanding anythin to the contrary contained in this Agreement, Seller agrees to cause to be
removed as exceptions to title, ithout the need for Purchaser to further object, the lien of any deed of trust,
mortgage,fixture filings,securit interests,judgment liens,delinquent taxes and any mechanic's liens relating
to work commissioned by or performed at Seller's direction prior to August 1, 2021(collectively, the
"Monetary Liens"). Liens arising from and/or relating to work commissioned by or performed at Developer's
direction pursuant to that License and Indemnity Agreement executed on or about August 13, 2021, by and
between the City and KC WFC Holdings, LLC,a Delaware limited liability company, shall not be considered
a Monetary Lien pursuant to this Section 2.03. Seller agrees and acknowledges that notwithstanding anything
to the contrary in this Agreement, the Monetary Liens are not, and will not be included as, Permitted
Exceptions. Additionally, the Condition Subsequent (as defined in the Development Agreement) shall be
deemed a Permitted Exception.
ARTICLE III
CONDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Conditions Precedent. Purchaser's obligation to consummate the transaction
contemplated herein is conditioned upon:
(a) Seller shall have performed and complied with all covenants, agreements and
obligations under this Agreement required to be performed or complied with by it prior to or at Closing;
(b) The representations and warranties of Seller in this Agreement shall be true and correct
in all material respects on and as of the date hereof and as of the Closing Date as if made on and as of
the Closing Date; and II
(c) Seller shall have amended that certain Declaration of Covenants, Restrictions,
Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development
District dated February 13, 2012 recorded as Instrument No. 2012003468 in the Official Records of
Platte County, Missouri (the "Existing Declaration"), to release Parcel A from the Existing
Declaration.
(d) On the Closing Date, the Title Insurer shall be irrevocably committed to issue
Purchaser the Title Policy((a)~(d)the"Purchaser Closing Conditions").
If any of the Purchaser Closing Conditions are not satisfied, Purchaser, in its sole and absolute
discretion, may terminate this Agreement by notice to Seller and Escrow Agent, and neither Party 'shall
thereafter have any further obligations or liability to the other hereunder. Purchaser shall have the right to
waive any or all of the Purchaser Closing Conditions and proceed to close Escrow subject to the unsatisfied
Purchaser Closing Conditions.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing, any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion:
(a) Representations and Warranties. None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied with all of
Purchaser's covenants, agreements and obligations under this Agreement; and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding((a)—(c) "Seller Closing Conditions").
If any of the Seller Closing Conditions are not satisfied, Seller,in its sole and absolute discretion, may
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terminate this Agreement by notice to Purchaser and Escrow Agent,and neither Party shall thereafter have any
further obligations or liability to the other hereunder. Seller shall have the right to waive any or all of the Seller
Closing Conditions and proceed to close Escrow subject to the unsatisfied Seller Closing Conditions.
3.03 Purchaser's Representations and Warranties.
(a) Purchaser's Authority. This Agreement has been duly authorized by requisite action
and is enforceable against Purchaser in accordance with its terms; neither the execution and delivery
of this Agreement nor the consummation of the sale provided for herein will constitute a violation or
breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a
party or to which Purchaser may be subject although not a party, or will result in or constitute a
violation or breach of any judgment, order, writ,junction or decree issued against or binding upon
Purchaser;
(b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action,
suit,proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase Parcel
A; and
(c) Office of Foreign Assets Control Issues.
(1) Purchaser represents and warrants that
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(A) Purchaser and each person or entity owning an interest in Purchaser:
(i) is not currently identified on Executive Order 13224 issued
on September 24, 2001 ("EO 13224"); the United States Treasury
Department's Office of Foreign Assets Control ("OFAC") most current list
of"Specifically Designated National and Blocked Persons"(which list may
be published from time to time in various mediums including,but not limited
to, the OFAC website, http:www.treas.gov/ofac/tllsdn.pdf) (the "Lists");
and
(ii) is not a person or entity with whom a citizen of the United
States is prohibited to engage in transactions by any trade embargo,economic
sanction or other prohibition of United States law, regulation or Executive
Order of the President of the United States.
(B) none of the funds or other assets of Purchaser constitute property of,or are
beneficially owned, directly or indirectly, by any Purchaser Embargoed
Person(as hereinafter defined),
(C) no Purchaser Embargoed Person has any interest of any nature whatsoever
in Purchaser(whether directly or indirectly),
(D) Purchaser has implemented procedures, and will consistently apply those
procedures, to ensure the foregoing representations and warranties remain
true and correct at all times. The term"Purchaser Embargoed Person"
means any person, entity or government subject to trade restrictions under
U.S. law, including but not limited to,the International Emergency
Economic Powers Act, 50 U.S.C. §1701 et seq.,the Trading with the Enemy
Act, 50 U.S.C.App. 1 et seq.,and any Executive Orders or regulations
promulgated thereunder, with the result that the investment by Purchaser is
prohibited by law or Purchaser is in violation of law.
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(2) rchaser also shall require, and shall take reasonable measures to ensure
compliance wito the requirement, that no person who owns any other direct interest in
Purchaser is or hall be listed on any of the Lists or is or shall be a Purchaser Embargoed
Person. This Soltion shall not apply to any person to the extent that such person's interest in
the Purchaser is'�hrough a U.S.publicly traded entity.
ARTICLE IV
CLOSING
4.01 Closing Date and Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied,the closing(the"Closing")of the purchase and sale of Parcel A shall be conducted
at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may, at its option,
extend the Closing Date for up to one(1)additional ten(10)day period, upon written notice to Seller, prior to
the then-scheduled Closing Date, The date on which the Closing actually occurs is referred to herein as the
"Closing Date."
4.02 Seller's Closing Matters. At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a Special
Warranty Deed("Deed")conveying to Purchaser good and indefeasible title in fee simple to Parcel A,
subject to the Permitted Exceptions:
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "FIRPTA"), as
amended;
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(c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to
consummate the sale of Parcel A as is contemplated in this Agreement or as Purchaser or the Escrow
Agent may reasonably request;
(d) Possession of Parcel A. Deliver possession of Parcel A to Purchaser;
(e) Owner's' Title Policy. Deliver or cause the Title Insurer to commit to delivering the
Title Policy and deliver to the Title Insurer all customary owner's affidavits, survey affidavits, no
change affidavits and all other requirements reasonably requested by Title Insurer;
(f) Tax Ce ificates. Deliver tax certificates or other written evidence showing that there
are no delinquent taxes,assessments or PILOTS(as defined in the Development Agreement)affecting
Parcel A as of the Closing Date;
(g) Other Documents. Execute, acknowledge where required and/or deliver any and all
other items contemplated by the terms of this Agreement or reasonably required by Purchaser,its legal
counsel,Title Insurer or by the Escrow Agent.
4.03 Purchaser's Closing Matters. At the Closing,Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal
Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase of
Parcel A pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and
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(c) Other Items. Execute, acknowledge where required and/or deliver any and all other
items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel
or by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy(including deletion
of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs of the Title
Policy, Monetary Liens and any special charges or assessments affecting Parcel A required to be paid prior to
Closing to deliver unencumbered title to Parcel A to Purchaser. Purchaser shall pay all costs and expenses
relating to Purchaser's financing, including any recording fees for Purchaser's security documents, the cost of
any mortgagee or loan policy required by Purchaser's lender and the cost of any endorsements or special
coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own
attorneys' fees incurred in conn Lion with this Agreement and all other expenses which such party incurs.
The parties shall split any escroWfee and expenses charged by the Escrow Agent.
4.05 Proration. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date:
(a) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to Parcel A for the year in which the Closing occurs shall be
prorated as of the Closing (collectively, "Taxes") based upon actual days involved. Seller shall be
responsible for all Taxes pertaining to Parcel A for any period prior to the Closing. Purchaser shall
receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection
with the proration of Taxes,if actual figures for the year of the Closing are not available at the Closing,
an estimated, tentative proration of Taxes shall be made using most recent assessment and tax rate
information available; provided, however, that, when the actual Taxes for the year of the Closing are
available, a corrected proration of Taxes shall be made. If such Taxes for the year of the Closing
increase over those for the preceding year, Seller shall pay to Purchaser a pro rata portion of such
increase, computed to the Closing Date, and conversely, if such Taxes for the year of the Closing
decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such
decrease, computed to t�a Closing, with any such payment to be made within ten (10) days after
notification by either party that such adjustment is necessary. If all or part of Parcel A is located in a
tax parcel for the year of Closing which includes property that is not within Parcel A, then the Taxes
attributable to such tax parcel for the land value only and excluding the value of any improvements
there for the year of Closing shall be allocated between Parcel A(or applicable portion thereof)and
the other portions of such tax parcel on the basis of the percentages which the gross surface areas of
Parcel A(or applicable portion thereof)and such other portions of such tax parcel represent of the total
gross surface area of such tax parcel. If all or part of Parcel A is located in a tax parcel for the year of
Closing which includes property that is not within Parcel A and all Taxes attributable to such tax parcel
shall not have been paid in full at or prior to the Closing.Date, each of Seller and Purchaser shall be
obligated to deposit in escrow with the Escrow Agent at Closing an amount equal to the Taxes
estimated to be due with respect to their respective portions of such tax parcel for the entire year of
Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form
reasonably acceptable to'Seller and Purchaser. This provision shall survive the Closing.
(b) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be
paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify
Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not
limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation.
(c) Levee District. Buyer and Seller acknowledge that the assessments for the Riverside
Quindaro Bend Levee District of Platte County, Missouri (the"Levee District")for the 2021 taxable
period are not due and payable at the time of Closing. Buyer shall pay, when due and payable, 100%
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of such assessments fo the Levee District. Promptly after payment thereof, Buyer shall provide
evidence of such payme to Seller,and Seller shall promptly reimburse Buyer for that portion of such
assessment associated mi, h the time period prior to Closing in accordance with the proration listed on
Exhibit D hereto.
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary
to compute the foregoi proration of Taxes. To the extent possible,the amount of any adjustment
described in this section' hall be estimated and paid at the Closing based upon the best information
available to Purchaser nd Seller at the time and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts may be determined with
reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof
to the contrary notwithstanding.
ARTICLE V
++11 REMEDIES
5.01 Purchaser's Ret1nedies for Seller's Failure to Close. In the event that Seller fails or refuses
to convey Parcel A at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this
Agreement, deposited the Purchase Price with the Escrow Agent and is prepared to proceed with Closing,
Purchaser may exercise one of the following exclusive remedies:
(a) terminate this Agreement by giving Seller written notice of such election prior to or
at the Closing,and thereupon this Agreement shall terminate,and all parties hereto or mentioned herein
shall be relieved and released of all further obligations,claims and liabilities hereunder;
(b) to waived prior to or at the Closing,the applicable objection or condition and proceed
to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof;
or
(c) seek specific performance of Seller's obligation to convey Parcel A under this
Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's
request, shall execute a memorandum of this Agreement in the form attached hereto as Exhibit C that
Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri
in order to give constructive notice of the existence of this Agreement.
5.02 Seller's Remedios. If Purchaser wrongfully fails or refuses to perform Purchaser's obligations
pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled, as Seller's
sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser and the Escrow Agent.
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ENVIRONMENTAL
6.01 Representation and Warranty. Seller represents and warrants that to Seller's knowledge,
and as set forth in the Existing Environmental Reports(as defined in the Development Agreement): (i) there
are no Hazardous Substances or underground storage tanks in, on or under Parcel A, except those that are in
compliance with Environmental Law; (ii) there are no past, present or threatened releases of Hazardous
Substances in, on under or from Parcel A which has not been remediated in accordance with Environmental
Law; (iii)there is no threat of an� release of Hazardous Substances migrating to the Parcel A; (iv)there is no
past or present non-compliance with Environmental Law,or with permits issued pursuant thereto,in connection
with Parcel A which has not been remediated in accordance with Environmental Law; (v) Seller has not
received any written notice or any other written communication from any person(including but not limited to
any governmental authority) relating to Hazardous Substances or required remediation thereof, or possibility
liability of any person pursuant to any Environmental Law in connection with Parcel A;and(vi)no remediation
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has ever been recommended or required BY ANY STATE OR FEDERAL AGENCY OR IN CONNECTION
WITH ANY ENVIRONMENTAL LAWS in connection with Parcel A.
6.02 Defined Terms. For the purposes of this Article 6:
(a) "Hazardous Substance" means any pollutants, contaminants or industrial, toxic or
hazardous chemicals, wastes, materials or substances which are defined, determined, classified or
identified as such in any Environmental Law or in any judicial or administrative interpretation of any
Environmental Law, including without limitation,petroleum,petroleum by-products,friable asbestos,
polychlorinated biphenyls and urea formaldehyde.
(b) "Environmental Law" means all statutes, laws, acts, ordinances, rules, regulations,
orders, decrees and rulings of any Federal, State and/or local governmental or quasi-governmental
body, agency, board, commission and/or court relating to the protection of health and/or the
environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling,
release and/or transportation of Hazardous Substances, including, without limitation, The
Comprehensive Enviro�mental Response, Compensation and Liability Act of 1980, as now or
hereafter amended, Thd1 Resource Conservation and Recovery Act of 1976, as now or hereafter
amended,and the Environmental Control Laws of the State of Missouri(principally set forth at Chapter
260 of the Revised Statutes of Missouri),as now or hereafter amended,and all regulations respectively
promulgated thereunder.
ARTICLE VII
Ij POST-CLOSING COVENANTS
7.01 Plat. The part' s acknowledge that the Seller is completing a plat (the "Plat") of the
Redevelopment Area,including arcel A.The Seller shall, within forty-five(45)days after Closing,record the
Plat for the Redevelopment Area in the form reasonably approved by Purchaser.Purchaser agrees to reasonably
cooperate and execute further documentation necessary to record the Plat.
7.02 Permits. The parties acknowledge Purchaser has applied for building permits for Parcel A,
and Seller has reviewed such building permits. Seller shall, promptly after Closing, but in no event later than
the date that is seven(7)days after Closing, issue such requested building permits.
ARTICLE VIII
MISCELLANEOUS
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8.01 Integration T its Agreement constitutes the entire and final expression of the agreement of
the parties hereto and supersedes all prior agreements and understandings of the parties,either oral or written.
There are no other agreements, oral or written, between the parties regarding Parcel A.
8.02 Modification. This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
8.03 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and
Purchaser and their respective heirs,personal representatives, successors and assigns.
8.04 Notices. Any notice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notice") in this Agreement required or permitted to be given, made or accepted
must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by
depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service,
postage pre-paid,registered or certified,and addressed to the party to be notified,with return receipt requested,
or(b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by
registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third
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(3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall
be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties
shall, until changed as provided below, be as follows:
Seller: The City of Riverside,Missouri
Attention: City Administrator
City Hall
2950 NW Vivion Road
Riverside, MO 64150
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Purchaser: KC WFC TRAINING, LLC
Attn: Amber Cox
9120 Nieman Road
Overland Park, KS 66214
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With copy to: O'Me veny and Myers LLP
Times Square Tower
7 Ti Square
New ork, NY 10036
Attn: "n Raij
The parties hereto shall have I e right from time to time to change their respective addresses, and each
shall have the right to specify aslts address an other address within the United States of America b not less
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than ten(10)days' prior written notice to the other party.
8.05 Brokerage Commissions. Each party represents and warrants that no real estate brokerage
commission fee is payable to a, y person or entity in connection with the transaction contemplated hereby,
and each party shall indemnify,'defend and hold the other party harmless from and against the payment of
any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the
indemnifying party.
8.06 Time. Time is of the essence in all things pertaining to the performance of this Agreement.
8.07 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be
deemed terminated at the time of the Closing, nor shall they merge into the various documents executed
and delivered at the time of th Closing. All representations and warranties by Seller in this Agreement:
(i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time;and
(ii) will expire as to all matters specified in any such written notice to the extent that such matters
are not resolved or made the subject of litigation instituted prior to the expiration of three(3) years after the
Closing Date.
8.08 APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES
ARE PERFORMABLE, ANi, VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS
AGREEMENT SHALL LIE, I PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH
HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT.
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8.09 Headings. The headings that have been used throughout this Agreement have been inserted
for convenience of reference only and do not constitute matters to be construed in interpreting this
Agreement.
MO Terminology. Words of any gender used in this Agreement shall be held and construed to
include any other gender and words in the singular number shall be held to include the plural,and vice versa,
unless the context requires otherwise. The words "herein," "hereof.. "hereunder" and other similar
compounds of the word"here" when used in this Agreement shall refer to the entire Agreement and not to any
particular provision or section. The words "include" and "including"shall be deemed to be followed by the
phrase"without limitation"unless otherwise qualified.
8.11 Construction of Agreement. This Agreement shall not be construed more strictly against
one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel
for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and
materially to the preparation of this Agreement.
8.12 Severability. If any one or more of the provisions of this Agreement, or the applicability of
any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be
modified to the minimum extent necessary to make it or its application valid and enforceable,and the validity
and enforceability of all other provisions of this Agreement and all other applications of any such provision
shall not be affected thereby.
8.13 Counterpart Execution. This Agreement may be executed in several counterparts, each of
which shall be fully executed as an original and all of which together shall constitute one and the same
instrument.
8.14 Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and
Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the Closing
Date any and all such further acts as may be reasonably necessary to consummate the transactions contemplated
hereby.
8.15 Litigation. In the event of litigation between the parties with respect to Parcel A, this
Agreement, the performance of I f le obligations hereunder or the effect of a termination under this Agreement,
the losing party shall pay all reas 6nable attorneys' fees and expenses and court costs incurred by the prevailing
party in connection with such lit gation.
8.16 Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs,
personal representatives, successors and assigns, and no other person or entity shall be entitled to rely hereon,
receive any benefit here from or enforce against any party hereto any provision hereof.
8.17 Assignment. Purchaser may assign this Agreement and all rights hereunder to an affiliated
entity provided that:
(i) Purchaser shall remain jointly and severally liable with the assignee for the obligations
contained in this Agreement;
(ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly
agrees to defend and ind, mnify Seller from any litigation arising out of the assignment; and
(iii) written notice of the assignment, including the name of the assignee, is provided to
Seller three(3)business days prior to Closing.
8.18 Form of Instrumments. Except as otherwise provided herein, all instruments to be furnished
hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument.
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8.19 Tenders of Performance. All tenders of performance shall be made at the Closing and at or
before the time specified for the Closing.
8.20 Legal Holidays and Business Days. If any date herein set forth for the performance of any
obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be
on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed
acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the
term "legal holiday" means any federal holiday for which financial institutions or post offices in Riverside,
Missouri are generally closed for observance thereof. As used herein, the term"business day" shall mean a
day which is not a Saturday,Sunday or legal holiday.
8.21 Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of ' s rights hereunder unless such waiver is in writing and signed by the party
waiving such right. Except as o erwise specifically provided for hereunder,no delay or omission by any party
in exercising any right shall op rate as a waiver of such right or of any other right. A waiver on any one
occasion shall not be construed as a bar to,or waiver of,any right or remedy on any future occasion. All rights
and remedies, whether evidenced hereby or by any other agreement, instrument or paper, will be cumulative
and may be exercised separately or concurrently.
8.22 Effective Date; Acceptance. The effective date (the "Effective Date") of this Agreement
shall be the date that the Escrow Agent receives one or more counterparts of this Agreement that have been
signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser
to Seller to purchase Parcel A on the terms and conditions herein stated, which must be accepted by Seller on
or before 5:00 p.m., the City of Riverside, Missouri time, on the tenth(loth) business day (the"Acceptance
Date")following the date set forth below Purchaser's signature hereto, by the execution hereof by Seller and
the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or before the
Acceptance Date with instructi ns to deliver at least one fully executed copy thereof to Purchaser. If
Purchaser's offer is not accepted�n such manner by the Acceptance Date,the same shall be thereafter null and
void.
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Execution Version
IN WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts (each of which
is to be deemed an original for all purposes)by the parties hereto on the respective date appearing below each
party's signature to be effective on the Effective Date herein specified.
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SELLER:
CITY OF RSIDE, MISSO I
By:
athleen L. Rose, Mayor
ATTEST:
B .
Robin Kincaid, City Cle k
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EURCHASER•
KC WFC Training,LLC a Kansas limited liability
company
By: �r^-'�- -.�
Name: Angie K.Long
Title: Authorized Signatory
Date: September 17,2021
COPY
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OFI PURCHASE AND SALE (this "Agreement") is made as of the Effective
Date hereinafter defined by and between the CITY OF RIVERSIDE, MISSOURI, a Missouri municipal
corporation ("Seller" or "City"), and ( 1, a [ ] limited liability company, and/or its assigns
("Purchaser"). In consideration' of the agreements contained herein and for other good and valuable
consideration, the receipt and su ficiency of which are hereby acknowledged, Seller and Purchaser hereby
agree as follows:
RECITALS:
WHEREAS,the City of Riverside,Missouri owns certain real property,the approximately [ ]
([�) acres depicted on Exhibit A, attached hereto and incorporated herein, in Riverside, Platte County,
Missouri,also known and referred to at times as Horizons East("Parcel 1-1");and
WHEREAS, Purchaser proposed to purchase Parcel A (and the Future Parcels)to develop and use it
for the construction and operation of a youth soccer operation for training and tournaments ("Youth
Training"), a headquarters and training facility (the "Headquarters") for a professional women's soccer
franchise known currently as KC NWSL;and
WHEREAS, Purchaser, has submitted to the City a proposal (the"Proposal")for the redevelopment
of Parcel [_] and additional Parcels [_] ("Future Parcels")(Parcel [_] and Future Parcels collectively the
"Redevelopment Area");and
WHEREAS, pursuant t the terms and conditions contained herein, the parties desire to further
negotiate and finalize the details i if the business terms included in the Proposal to be included in one or more
definitive agreements including b' t not limited to additional purchase and sale agreement(s),an infrastructure
improvement agreement and tha certain Development Agreement dated as of September [_], 2021 (the
"Development Agreement," co lectively, the ("Definitive Agreements")) for the redevelopment of the
Redevelopment Area;and
WHEREAS, the Board of Aldermen of the City, having determined the Proposal submitted by the
Purchaser fulfills a public purpose and will further the growth of the City, facilitate the development of
Riverside,improve the environment of the City,increase the assessed valuation of the real estate situated within
the City, increase the sales tax revenues realized by the City, foster increased economic activity within the
City, increase employment opportunities within the City, enable the City to direct the development of the
Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and
welfare of its residents and taxpa ers; and, has authorized this sale of Parcel A pursuant to this Purchase and
Sale Agreement,and its transfer Special Warranty Deed,the form of which is attached hereto as Exhibit B
(the"Deed")to Purchaser.
NOW,THEREFORE,ir�consideration of the premises,TEN AND NO/100 DOLLARS($10.00)and
other good and valuable conside ion,the receipt and sufficiency of which are hereby acknowledged, and the
mutual undertakings of the pantie' hereinafter set forth, it is hereby agreed by the parties as follows:
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ARTICLE I
SALE AND PURCHASE
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1.01 Sale and Purchase. The Purchase Price (the "Purchase Price") for Parcel [_] shall be
[ ]($[ ]),which is based upon the purchase price of[ ]($[ ])per square foot
and the property's square footage of[ ] square feet as set forth in the legal description attached hereto
as Exhibit A.
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1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to[Coffelt Land Title
Inc., 401 Lexington, Harrisonvil� , MO 64701, Attention: L. Kent Shelman, Phone: (816) 581-2221], (the
"Escrow Agent"or"Title Insur,,r"). No deposit shall be required of Purchaser.
ARTICLE 11
TITLE AND SURVEY DOCUMENTS
2.01 Title Commitment. Seller shall within ten (10) days after execution hereof at Seller's sole
cost and expense cause to be prepared and furnished to Purchaser for Parcel [_] an updated title commitment
for the Title Policy(the"Title Commitment")issued by the Escrow Agent showing the City as the record title
owner of Parcel [_],by the terms of which the Escrow Agent,as agent for the Title Insurer,agrees to issue to
or for Purchaser a standard ALTA form of owner's policy of title insurance(the"Title Policy")at the Closing
with respect Parcel [__] in the amount of the Purchase Price,insuring Purchaser's fee simple title to Parcel [_]
to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein,
together with readily legible copies of all documents and plats, if any, which are referred to in the Title
Commitment. Seller shall pay the expenses of obtaining the Title Policy as hereinafter provided at Closing.
The Title Policy shall exclude all standard pre-printed exceptions. Any endorsements for extended coverage
shall be at the Purchaser's sole cost and expense.
2.02 Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and
furnished to Purchaser, Purchaser's legal counsel, Seller and the Escrow Agent an updated ALTA survey(the
"Survey")of Parcel [__] prepared by a surveyor of Purchaser's choosing(the"Surveyor")as of a date which
is subsequent to the Effective Dale.
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2.03 Review of Tit' i and Survey. Purchaser shall have thirty (30) days (the "Title Review
Period") commencing on the da Purchaser receives the Title Commitment within which to notify Seller in
writing of any objections Purcha er has to any matters shown on the Title Commitment. All objections raised
by Purchaser in the manner herein provided are hereafter called "Objections." Seller shall have the option,
but not the obligation,to remedy or remove all Objections(or agree irrevocably in writing to remedy or remove
all such Objections at or prior to Closing)during the period of time(the"Cure Period")ending on the tenth
(loth) business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that
Seller cures, or agrees in writin 'to cure, such Objections during the Cure Period, Seller shall be deemed to
have elected not to cure such ma#ers. In the event Seller is,or is deemed to be,unable or unwilling to remedy
or cause the removal of any Objections(or agree irrevocably to do so at or prior to Closing)within the Cure
Period,then either:
(i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving
Seller written notice to such effect during the period of time (the"Termination Period") ending on
the tenth (loth) business day following the end of the Cure Period, whereupon all parties hereto or
mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder;
or
(ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to
be deemed to have waived such Objections if notice of termination is not given within the Termination
Period. Any title encumbrances or exceptions which are set forth in the Title Commitment and to
which Purchaser does not object,on or prior to the last day of the Title Review Period(or which are
thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions
(the"Permitted Exceptions")to the status of Seller's title to Parcel [_].
Notwithstanding anything to the contrary contained in this Agreement, Seller agrees to cause to be
removed as exceptions to title, without the need for Purchaser to further object, the lien of any deed of trust,
mortgage,fixture filings,security interests,judgment liens,delinquent taxes and any mechanic's liens relating
to work commissioned by or peififormed at Seller's direction prior to [ (collectively, the "Monetary
Liens"). Liens arising from andlor relating to work commissioned by or performed at Developer's direction
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pursuant to that License and Inde inity Agreement executed on or about August 13,2021,by and between the
City and KC WFC Holdings, LL ,a Delaware limited liability company, shall not be considered a Monetary
Lien pursuant to this Section 2. 3. Seller agrees and acknowledges that notwithstanding anything to the
contrary in this Agreement, the lonetary Liens are not, and will not be included as, Permitted Exceptions.
Additionally, the Condition Su tequent (as defined in the Development Agreement) shall be deemed a
Permitted Exception.
ARTICLE III
C NDITIONS PRECEDENT TO CLOSING
3.01 Purchaser's Co' ditions Precedent. Purchaser's obligation to consummate the transaction
contemplated herein is condition upon:
(a) Seller stoll have performed and complied with all covenants, agreements and
obligations under this A iement required to be performed or complied with by it prior to or at Closing;
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(b) The repr sentations and warranties of Seller in this Agreement shall be true and correct
in all material respects o i and as of the date hereof and as of the Closing Date as if made on and as of
the Closing Date;and
(c) Seller lall have amended that certain Declaration of Covenants, Restrictions,
Easements, Charges, A essments and Liens for Horizons Business Park/Planned Development
District dated February 113, 2012 recorded as Instrument No. 2012003468 in the Official Records of
Platte County, Missouri', (the "Existing Declaration"), to release Parcel [_] from the Existing
Declaration.
(d) On the Closing Date, the Title Insurer shall be irrevocably committed to issue
Purchaser the Title Policy((a)-(d)the"Purchaser Closing Conditions").
If any of the Purchaser Closing Conditions are not satisfied, Purchaser, in its sole and absolute
discretion, may terminate this Agreement by notice to Seller and Escrow Agent, and neither Party shall
thereafter have any further obligations or liability to the other hereunder. Purchaser shall have the right to
waive any or all of the Purchaser;Closing Conditions and proceed to close Escrow subject to the unsatisfied
Purchaser Closing Conditions.
3.02 Seller's Conditions Precedent. Seller's obligation to consummate the transaction
contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the
Closing,any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion:
(a) Representations and Warranties. None of the representations and warranties of
Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate;
(b) Purchaser's Obligations. Purchaser shall have performed or complied with all of
Purchaser's covenants, agreements and obligations under this Agreement;and
(c) No Bankruptcy Proceeding. There shall not have been instituted by or against
Purchaser any bankruptcy proceeding((a)-(c)"Seller Closing Conditions").
If any of the Seller Closing Conditions are not satisfied,Seller,in its sole and absolute discretion,may
terminate this Agreement by notice to Purchaser and Escrow Agent,and neither Party shall thereafter have any
further obligations or liability to the other hereunder. Seller shall have the right to waive any or all of the Seller
Closing Conditions and proceed to close Escrow subject to the unsatisfied Seller Closing Conditions.
3.03 Purchaser's Representations and Warranties.
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(a) Purcha is Authority. This Agreement has been duly authorized by requisite action
and is enforceable agai t Purchaser in accordance with its terms; neither the execution and delivery
of this Agreement nor thil consummation of the sale provided for herein will constitute a violation or
breach by Purchaser of iiny provision of any agreement or other instrument to which Purchaser is a
party or to which Purch iser may be subject although not a party, or will result in or constitute a
violation or breach of a y judgment, order, writ,junction or decree issued against or binding upon
Purchaser;
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(b) No Pendling Proceedings. Purchaser has no actual knowledge that there is any action,
suit,proceeding or claim' ffecting Purchaser or relating to the authority of Purchaser to purchase Parcel
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(c) Office or Foreign Assets Control Issues.
(1) Purchaser represents and warrants that
(A) urchaser and each person or entity owning an interest in Purchaser:
(i) is not currently identified on Executive Order 13224 issued
on September 24, 2001 ("EO 13224"); the United States Treasury
Department's Office of Foreign Assets Control ("OFAC") most current list
of"Specifically Designated National and Blocked Persons"(which list may
be published from time to time in various mediums including,but not limited
to, the OFAC website, http:www.treas.gov/ofac/t I I sdn.pdf) (the "Lists");
and
(ii) is not a person or entity with whom a citizen of the United
States is prohibited to engage in transactions by any trade embargo,economic
sanction or other prohibition of United States law, regulation or Executive
Order of the President of the United States.
(B) none of the funds or other assets of Purchaser constitute property of,or are
beneficially owned,directly or indirectly,by any Purchaser Embargoed
Person(as hereinafter defined),
(C) no Purchaser Embargoed Person has any interest of any nature whatsoever
in Purchaser(whether directly or indirectly),
(D) Purchaser has implemented procedures,and will consistently apply those
procedures,to ensure the foregoing representations and warranties remain
true and correct at all times. The term "Purchaser Embargoed Person"
means any person,entity or government subject to trade restrictions under
U.S. law, including but not limited to,the International Emergency
Economic Powers Act, 50 U.S.C. §1701 et seq.,the Trading with the Enemy
Act,50 U.S.C. App. 1 et seq.,and any Executive Orders or regulations
promulgated thereunder,with the result that the investment by Purchaser is
prohibited by law or Purchaser is in violation of law.
(2) Purchaser also shall require, and shall take reasonable measures to ensure
compliance with the requirement, that no person who owns any other direct interest in
Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed
Person. This Section shall not apply to any person to the extent that such person's interest in
the Purchaser is through a U.S. publicly traded entity.
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ARTICLE IV
CLOSING
4.01 Closing Date ano Time. Provided that all of the conditions of this Agreement shall have
theretofore been satisfied,the closing(the"Closing")of the purchase and sale of Parcel[_]shall be conducted
at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may, at its option,
extend the Closing Date for up to one(1)additional ten(10)day period, upon written notice to Seller, prior to
the then-scheduled Closing Date4 The date on which the Closing actually occurs is referred to herein as the
"Closing Date."
4.02 Seller's Closing Matters. At the Closing, Seller shall do the following:
(a) Special Warranty Deed. Execute, acknowledge and deliver to Purchaser a Special
Warranty Deed ("Deed");;'conveying to Purchaser good and indefeasible title in fee simple to Parcel
subject to the Permitted Exceptions:
(b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and
substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity
within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "FIRPTA"), as
amended;
(c) Evidenc@ of Authority. Deliver to Purchaser such evidence of Seller's authority to
consummate the sale of P�rcel [_]as is contemplated in this Agreement or as Purchaser or the Escrow
Agent may reasonably re�uest;
(d) Possession of Parcel 1_1. Deliver possession of Parcel [_] to Purchaser;
(e) Owner's!,Title Policy. Deliver or cause the Title Insurer to commit to delivering the
Title Policy and deliver to the Title Insurer all customary owner's affidavits, survey affidavits, no
change affidavits and all other requirements reasonably requested by Title Insurer;
(f) Tax Certificates. Deliver tax certificates or other written evidence showing that there
are no delinquent taxes,assessments or PILOTS(as defined in the Development Agreement)affecting
Parcel [_] as of the Closing Date;
(g) Other Documents. Execute,acknowledge where required and/or deliver any and all
other items contemplated';by the terms of this Agreement or reasonably required by Purchaser,its legal
counsel, Title Insurer or by the Escrow Agent.
4.03 Purchaser's Closing Matters. At the Closing, Purchaser shall do the following:
(a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal
Reserve System wire transfer or other immediately available good funds;
(b) Evidence of Authority. Deliver such evidence of authority to close the purchase of
Parcel [_] pursuant to this Agreement as Seller or the Escrow Agent reasonably requests; and
(c) Other Items. Execute,acknowledge where required and/or deliver any and all other
items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel
or by the Escrow Agent.
4.04 Closing Costs. Seller shall pay the premium for the Owner's Title Policy(including deletion
of the standard exceptions set forth in Section 3.01), all recording charges for the Deed, all costs of the Title
Policy, Monetary Liens and any special charges or assessments affecting Parcel [_] required to be paid prior
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to Closing to deliver unencumbeA title to Parcel [_]to Purchaser. Purchaser shall pay all costs and expenses
relating to Purchaser's financing, including any recording fees for Purchaser's security documents,the cost of
any mortgagee or loan policy required by Purchaser's lender and the cost of any endorsements or special
coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own
attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs.
The parties shall split any escrow fee and expenses charged by the Escrow Agent.
4.05 Prorations. Prorations shall be made as follows as of 12:01 a.m. on the Closing Date:
(a) Current Ad Valorem Taxes. Real and personal property ad valorem taxes,
assessments and PILOTS pertaining to Parcel [_] for the year in which the Closing occurs shall be
prorated as of the Closing(collectively, "Taxes") based upon actual days involved. Seller shall be
responsible for all Taxes pertaining to Parcel [_] for any period prior to the Closing. Purchaser shall
receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the
prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection
with the proration of Taxes,if actual figures for the year of the Closing are not available at the Closing,
an estimated, tentative proration of Taxes shall be made using most recent assessment and tax rate
information available; provided, however,that, when the actual Taxes for the year of the Closing are
available, a corrected proration of Taxes shall be made. If such Taxes for the year of the Closing
increase over those for th1` preceding year, Seller shall pay to Purchaser a pro rata portion of such
increase, computed to th�elnl Closing Date, and conversely, if such Taxes for the year of the Closing
decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such
decrease, computed to the Closing, with any such payment to be made within ten (10) days after
notification by either party that such adjustment is necessary. If all or part of Parcel [_] is located in
a tax parcel for the year of Closing which includes property that is not within Parcel [_], then the
Taxes attributable to such tax parcel for the land value only and excluding the value of any
improvements there for the year of Closing shall be allocated between Parcel [_] (or applicable
portion thereof) and the other portions of such tax parcel on the basis of the percentages which the
gross surface areas of Parcel [_] (or applicable portion thereof) and such other portions of such tax
parcel represent of the total gross surface area of such tax parcel. If all or part of Parcel [_] is located
in a tax parcel for the year of Closing which includes property that is not within Parcel [_] and all
Taxes attributable to such:tax parcel shall not have been paid in full at or prior to the Closing Date,
each of Seller and Purchaser shall be obligated to deposit in escrow with the Escrow Agent at Closing
an amount equal to the Taxes estimated to be due with respect to their respective portions of such
tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to
an escrow agreement in form reasonably acceptable to Seller and Purchaser. This provision shall
survive the Closing.
(b) Other Taxes and Assessments. All Taxes to the Closing Date (including
installments due after the Closing Date with respect to special assessments which are payable in
installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be
paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify
Purchaser against any Taxes attributable to the period prior to the Closing Date, including, but not
limited to, any Taxes deferred to subsequent years due to an exemption or special use valuation.
(c) (Levee District. Buyer and Seller acknowledge that the assessments for the Riverside
Quindaro Bend Levee District of Platte County, Missouri(the"Levee District")for the 2021 taxable
period are not due and pa*jable at the time of Closing. Buyer shall pay, when due and payable, 100%
of such assessments for ihe Levee District. Promptly after payment thereof, Buyer shall provide
evidence of such payment to Seller,and Seller shall promptly reimburse Buyer for that portion of such
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assessment associated with the time period prior to Closing in accordance with the proration listed on
Exhibit D hereto.]'
(d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to
Purchaser and the Escrdw Agent all information reasonably available to Seller that is necessary
to compute the foregoing proration of Taxes. To the extent possible,the amount of any adjustment
described in this section shall be estimated and paid at the Closing based upon the best information
available to Purchaser and Seller at the time and shall be adjusted as soon thereafter as may be
reasonably practicable when final billings are available or when such amounts may be determined with
reasonable certainty. The foregoing obligations shall survive the Closing, any other provision hereof
to the contrary notwithstanding.
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ARTICLE V
REMEDIES
5.01 Purchaser's Remedies for Seller's Failure to Close. In the event that Seller fails or refuses
to convey Parcel [_] at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this
Agreement, deposited the Purchase Price with the Escrow Agent and is prepared to proceed with Closing,
Purchaser may exercise one of the following exclusive remedies:
(a) terminate this Agreement by giving Seller written notice of such election prior to or
at the Closing,and thereupon this Agreement shall terminate,and all parties hereto or mentioned herein
shall be relieved and released of all further obligations,claims and liabilities hereunder;
(b) to waive,prior to or at the Closing,the applicable objection or condition and proceed
to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof,
or
(c) seek specific performance of Seller's obligation to convey Parcel [___] under this
Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser,at Purchaser's
request,shall execute a memorandum of this Agreement in the form attached hereto as Exhibit C that
Purchaser will be entitledto record in the appropriate real property records of Platte County, Missouri
in order to give construed Ive notice of the existence of this Agreement.
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5.02 Seller's Remedt . If Purchaser wrongfully fails or refuses to perform Purchaser's obligations
pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled, as Seller's
sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser and the Escrow Agent.
ARTICLE VI
ENVIRONMENTAL
6.01 Representation and Warranty. Seller represents and warrants that to Seller's knowledge,
and as set forth in the Existing Environmental Reports(as defined in the Development Agreement): (i)there
are no Hazardous Substances or underground storage tanks in,on or under Parcel [_],except those that are in
compliance with Environmental Law; (ii) there are no past, present or threatened releases of Hazardous
Substances in,on under or from Parcel [_]which has not been remediated in accordance with Environmental
Law; (iii)there is no threat of any release of Hazardous Substances migrating to the Parcel [_]; (iv)there is
no past or present non-compliance with Environmental Law, or with permits issued pursuant thereto, in
connection with Parcel [_] which has not been remediated in accordance with Environmental Law;(v)Seller
has not received any written noti4 or any other written communication from any person (including but not
limited to any governmental authority) relating to Hazardous Substances or required remediation thereof, or
possibility liability of any person pursuant to any Environmental Law in connection with Parcel [_];and(vi)
' To be adjusted to reflect appropriate timing of payments at the time of Closing.
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no remediation has ever been recommended or required BY ANY STATE OR FEDERAL AGENCY OR IN
CONNECTION WITH ANY ENVIRONMENTAL LAWS in connection with Parcel
6.02 Defined Terms. For the purposes of this Article 6:
(a) "Hazardous Substance" means any pollutants, contaminants or industrial, toxic or
hazardous chemicals, wastes, materials or substances which are defined, determined, classified or
identified as such in any Environmental Law or in any judicial or administrative interpretation of any
Environmental Law,including without limitation,petroleum,petroleum by-products,friable asbestos,
polychlorinated biphenyls and urea formaldehyde.
(b) "Environmental Law" means all statutes, laws, acts, ordinances, rules, regulations,
orders, decrees and rulings of any Federal, State and/or local governmental or quasi-governmental
body, agency, board, commission and/or court relating to the protection of health and/or the
environment or otherwise regulating and/or restricting the use, storage,disposal,treatment, handling,
release and/or transportation of Hazardous Substances, including, without limitation, The
Comprehensive Environrqental Response, Compensation and Liability Act of 1980, as now or
hereafter amended, The I esource Conservation and Recovery Act of 1976, as now or hereafter
amended,and the Environ ental Control Laws of the State of Missouri(principally set forth at Chapter
260 of the Revised Statute of Missouri),as now or hereafter amended,and all regulations respectively
promulgated thereunder.
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ARTICLE VII
POST-CLOSING COVENANTS
7.01 Plat. [The parties acknowledge that the Seller is completing a plat (the "Plat') of the
Redevelopment Area, including Parcel [_]. The Seller shall, within forty-five(45)days after Closing, record
the Plat for the Redevelopment Area in the form reasonably approved by Purchaser. Purchaser agrees to
reasonably cooperate and execute further documentation necessary to record the Plat.]'
7.02 Permits.The parties acknowledge Purchaser has applied for building permits for Parcel [_],
and Seller has reviewed such building permits. Seller shall, promptly after Closing, but in no event later than
the date that is seven(7)days after Closing, issue such requested building permits.
ARTICLE VIII
MISCELLANEOUS
8.01 Integration. This Agreement constitutes the entire and final expression of the agreement of
the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written.
There are no other agreements, oral or written, between the parties regarding Parcel [_].
8.02 Modification. This Agreement can be amended only by written agreement signed by the
parties hereto and by reference made a part hereof.
8.03 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and
Purchaser and their respective heirs, personal representatives,successors and assigns.
8.04 Notices. Any n tice, communication, request, demand, reply or advice (severally and
collectively referred to as "Notic�) in this Agreement required or permitted to be given, made or accepted
must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by
depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service,
postage pre-paid,registered or certified,and addressed to the party to be notified,with return receipt requested,
z To be deleted if Plat is complete.
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or(b) by delivering the same to s�ch party, or an agent of such party,by commercial courier. Notice sent by
registered or certified mail in the;:manner hereinabove described shall be effective on the earlier of the third
(3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall
be effective on the date deliveredi',to the other party. For the purposes of Notice, the addresses of the parties
shall, until changed as provided blow, be as follows:
Seller: The City of Riverside,Missouri
Attention: City Administrator
City Hall
2950 NW Vivion Road
Riverside, MO 64150
Purchaser: KC WF.,C TRAINING, LLC
Attn: Amber Cox
9120 Nieman Road
Overland Park, KS 66214
With copy to: O'Melveny and Myers LLP
Times Square Tower
7 Times Square
New York,NY 10036
Attn: Irwin Raij
The parties hereto shall have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the United States of America,by not less
than ten(10)days' prior written notice to the other party.
8.05 Brokerage Commissions. Each party represents and warrants that no real estate brokerage
commission fee is payable to any person or entity in connection with the transaction contemplated hereby,
and each party shall indemnify, defend and hold the other party harmless from and against the payment of
any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the
indemnifying party.
8.06 Time. Time is of the essence in all things pertaining to the performance of this Agreement.
8.07 Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be
deemed terminated at the time of the Closing, nor shall they merge into the various documents executed
and delivered at the time of the!Closing. All representations and warranties by Seller in this Agreement:
(i) will expire one (1) year after the Closing Date as to matters for which Purchaser has not
provided written notice to Seller within such period of time;and
(ii) will expire as to all matters specified in any such written notice to the extent that such matters
are not resolved or made the subject of litigation instituted prior to the expiration of three (3) years after the
Closing Date.
8.08 APPLICABLE; LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE
STATE OF MISSOURI ;SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT,
INTERPRETATION AND VALIDITY OF THIS AGREEMENT. THE OBLIGATIONS OF THE PARTIES
ARE PERFORMABLE, AND! VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS
AGREEMENT SHALL LIE, INI PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH
HEREBY WAIVE THE RIGHT` TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT.
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8.09 Headings. The hp'adings that have been used throughout this Agreement have been inserted
for convenience of reference ogly and do not constitute matters to be construed in interpreting this
Agreement.
MO Terminology. Words of any gender used in this Agreement shall be held and construed to
include any other gender and words in the singular number shall be held to include the plural,and vice versa,
unless the context requires otherwise. The words "herein," "hereof," "hereunder" and other similar
compounds of the word"here"whlen used in this Agreement shall refer to the entire Agreement and not to any
particular provision or section. The words "include" and "including" shall be deemed to be followed by the
phrase"without limitation"unless otherwise qualified.
8.11 Construction of Agreement. This Agreement shall not be construed more strictly against
one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel
for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and
materially to the preparation of this Agreement.
8.12 Severability. If any one or more of the provisions of this Agreement, or the applicability of
any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be
modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity
and enforceability of all other provisions of this Agreement and all other applications of any such provision
shall not be affected thereby.
8.13 Counterpart Execution. This Agreement may be executed in several counterparts, each of
which shall be fully executed asi,an original and all of which together shall constitute one and the same
instrument.
8.14 Further Acts. lgaddition to the acts recited in this Agreement to be performed by Seller and
Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the Closing
Date any and all such further acts as may be reasonably necessary to consummate the transactions contemplated
hereby.
8.15 Litigation. In the event of litigation between the parties with respect to Parcel [_], this
Agreement,the performance of the obligations hereunder or the effect of a termination under this Agreement,
the losing party shall pay all reasonable attorneys' fees and expenses and court costs incurred by the prevailing
party in connection with such litigation.
8.16 Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs,
personal representatives, successors and assigns, and no other person or entity shall be entitled to rely hereon,
receive any benefit here from or enforce against any party hereto any provision hereof.
8.17 Assignment. Purchaser may assign this Agreement and all rights hereunder to an affiliated
entity provided that:
(i) Purchaser shall remain jointly and severally liable with the assignee for the obligations
contained in this Agreement;
(ii) Purchaser, and any assignee by accepting assignment of this Agreement, expressly
agrees to defend and indemnify Seller from any litigation arising out of the assignment; and
(iii) written notice of the assignment, including the name of the assignee, is provided to
Seller three(3)business days prior to Closing.
8.18 Form of Instruments. Except as otherwise provided herein, all instruments to be furnished
hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument.
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8.19 Tenders of Perfi rmance. All tenders of performance shall be made at the Closing and at or
before the time specified for the losing.
8.20 Legal Holidays j nd Business Days. If any date herein set forth for the performance of any
obligations by Seller or Purchase' or for the delivery of any instrument or notice as herein provided should be
on a Saturday, Sunday or legal t oliday, the compliance with such obligations or delivery shall be deemed
acceptable on the next business y following such Saturday, Sunday or legal holiday. As used herein, the
term "legal holiday" means any'federal holiday for which financial institutions or post offices in Riverside,
Missouri are generally closed for observance thereof. As used herein, the term "business day" shall mean a
day which is not a Saturday, Sunday or legal holiday.
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8.21 Nonwaiver. ept as otherwise specifically provided for hereunder, no party shall be
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deemed to have waived any of i rights hereunder unless such waiver is in writing and signed by the party
waiving such right. Except as oth' rights
specifically provided for hereunder,no delay or omission by any party
in exercising any right shall operate as a waiver of such right or of any other right. A waiver on any one
occasion shall not be construed as a bar to,or waiver of,any right or remedy on any future occasion. All rights
and remedies, whether evidenced'I�hereby or by any other agreement, instrument or paper, will be cumulative
and may be exercised separately Qr concurrently.
8.22 Effective Date; Acceptance. The effective date (the "Effective Date") of this Agreement
shall be the date that the Escrow Agent receives one or more counterparts of this Agreement that have been
signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser
to Seller to purchase Parcel [_] on the terms and conditions herein stated, which must be accepted by Seller
on or before 5:00 p.m.,the City of Riverside,Missouri time,on the tenth(1 Oth)business day(the"Acceptance
Date")following the date set forth below Purchaser's signature hereto,by the execution hereof by Seller and
the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or before the
Acceptance Date with instructions to deliver at least one fully executed copy thereof to Purchaser. If
Purchaser's offer is not accepted in such manner by the Acceptance Date,the same shall be thereafter null and
void.
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IN WITNESS WHEREOF, thisjAgreement has been duly executed in multiple counterparts (each of which
is to be deemed an original for alljpurposes)by the parties hereto on the respective date appearing below each
party's signature to be effective on' the Effective Date herein specified.
SELLER:
CITY OF Rl ERSIDE, MISSOU
By:
athleen L. Rose, Mayor
ATTEST:
By.
Robin Kincai ,City Clerl
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PURCHASER:
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By:
Name:
Title:
Date:
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p0a�c� C�oa��9 �lo��oar�o
Recorded in Platte County,Missouri
Recording Date/Time:09/20/2021 at 03:04:52 PM
Instr Number: 2021017972 ..oER oF'
Book: 1365 Page: 239
Type: TR WD z
Pages:5
Fee: $36.00 S
AUNT, `
Electronically Recorded Gloria Boyer
Recorder of Deeds
COVER PAGE FOR RECORDING
1. Title of Document: Special Warranty Deed
2. Date of Document: September 17, 2021•
3. Grantor Name and Address: CITY OF RIVERSIDE, MISSOURI
2950 NW Vivion Road
Riverside, Missouri 64150
4. Grantee Name and Address: KC WFC TRAINING, LLC
Attn: Amber Cox
9120 Nieman Road
Overland Park, KS 66214
5. Legal Description/Address: See attached Exhibit A
6. Book and Page Reference: N/A
Coffelt Land Title, Inc.
9574 N.McGee Ave.
Kansas City,MO 64155
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THIS INDENTURE is made as of September 17, 2021 by the CITY OF RIVERSIDE,
MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri,
with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor
("GRANTOR"), to KC WFC TRAINING, LLC, a Kansas limited liability company, with a
mailing address of attn.: Amber Cox, 9120 Nieman Road, Overland Park, KS 66214, as grantee
("GRANTEE").
WITNESSETH: THAT GRANTOR,in consideration of the sum of TEN AND NOl100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by GRANTEE (the
receipt of which is hereby acknowledged) does by these presents, SELL and CONVEY unto
GRANTEE, its successors and assigns, the lots, tracts or parcels of land, lying, being and situate
in the County of Platte and State of Missouri as described as follows:
See Attached Exhibit A
THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO:
a. Any and all exceptions, reservations, restrictions, covenants, easements,
rights-of-way and other matters of record; co
b. Any taxes and assessments not yet due and payable;
c. Zoning,subdivision and land use laws and ordinances;and w
d. The requirement, as set forth in that certain Development Agreement by and
between Grantor, Grantee and ACFC, LLC, dated September 17, 2021 (the
"DEVELOPMENT AGREEMENT"), that if any portion of the Soccer G)
Complex Site is not utilized for Youth Operations or Headquarters during the t�
Term of the Development Agreement, Grantee agrees to pay to Grantor the
price difference between the applicable commercial price provided for in
Section 3.15 of the Development Agreement, and the Soccer Complex Site
price provided for in Section 3.13 of the Development Agreement within five
(5) days of the Board of Aldermen's approval of the new development plan
submitted for the Board's approval. All capitalized terms used and not
defined herein shall have the meanings set forth in the Development
Agreement.
TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights,
privileges, appurtenances, and immunities thereto belonging or in anywise appertaining unto
GRANTEE and unto its successors and assigns forever, GRANTOR hereby covenanting that said
premises are free and clear from any encumbrance(except as referenced above) done or suffered
by it; and that it will warrant and defend the title to said premises unto GRANTEE and unto its
successors and assigns forever, against the lawful claims and demands of all persons claiming
under GRANTOR.
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IN WITNESS WHEREOF,GRANTOR has caused these presents to be signed as of the
day and year first above written.
GRANTOR:
CITY OF RIVERSIDE,MISSOURI
,� .. By:
K leen L. Rose, Mayor
ATTEST: ~
J � �
By:
Robin Kincaid,City Clerk
ACKNOWLEDGEMENT
STATE OF MISSOURI )
)SS w
COUNTY OF PLATTE )
ON THIS L21'tlay of September, 2021, before me, the undersigned, a Notary Public in
and for said county and state, personally appeared Kathleen L. Rose, to me personally known,
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who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a w
co
municipal corporation duly organized and existing under the laws of the state of Missouri, and
that the seal affixed to the foregoing instrument is the seal of said municipality, and that
instrument was signed and sealed in behalf of said municipality by free act and deed of said
municipality.
WITNESS my hand and official seal in the County and State aforesaid, the day and year
first above written.
=otip4tY PUBG�I ROBIN L iONmy CwKil6w E ft .
C*dMC J* Notary Public Signature
OR�1 ,,> �. 7liNCQ.1
Printed or Typed Name
My Commission Expires:o �+ g, aoa
l.a�G/`t, 3
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IC 175024141
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Legal Description
All that part of Lot 15,Tract E and East Water Street right of way, all as established in
Riverside Horizons East First Plat, a subdivision in the City of Riverside, Platte County,
Missouri, in the Southwest Quarter of Section 8, Township 50 North, Range 33 West,
described by Patrick Ethan Ward, Missouri PLS-2005000071,of Olsson,MOLL-366, on
August 31, 2021, as follows:
COMMENCING at the Southeast corner of Lot 14 of Riverside Horizons East First Plat,
a subdivision in the City of Riverside, Platte County,Missouri;thence North 00 degrees
24 minutes 10 seconds East,on the East line of said Lot 14, a distance of 17.36 feet to a
point of curvature;thence South 67 degrees 41 minutes 28 seconds East,departing said
East line,a distance of 125.03 feet to a point on the West line of Lot 15 of said Riverside
Horizons East First Plat, the POINT OF BEGINNING; thence North 00 degrees 24
minutes 10 seconds East,on said West line and on its Northerly extension, a distance of
180.97 feet to a point;thence North 21 degrees 54 minutes 56 seconds East,departing
said Northerly extension, a distance of 64.12 feet to a point on a non-tangent curve; co
thence in a Northeasterly direction, on a curve to the right whose initial tangent bears
North 45 degrees 24 minutes 35 seconds East, having a radius of 169.00 feet,through a
central angle of 16 degrees 09 minutes 14 seconds, an are distance of 47.65 feet to a point
of compound curvature;thence in a Northeasterly and Easterly direction, on a curve to
the right, having a radius of 254.00 feet, through a central angle of 50 degrees 21 minutes
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06 seconds, an arc distance of 223.22 feet to a point of tangency;thence South 68 degrees N
05 minutes 05 seconds East a distance of 636.98 feet to a point;thence South 21 degrees
54 minutes 56 seconds West a distance of 393.40 feet to a point on a non-tangent curve;
thence in a Northwesterly and Westerly direction,on a curve to the left whose initial
tangent bears North 54 degrees 10 minutes 33 seconds West, having a radius of 203.00
feet,through a central angle of 13 degrees 54 minutes 32 seconds, an arc distance of
49.28 feet to a point of tangency; thence North 68 degrees 05 minutes 05 seconds West,a
distance of 17.31 feet to a point of curvature;thence in a Westerly, Southwesterly and
Southerly direction, on a curve to the left, having a radius of 97.00 feet, through a central
angle of 11 I degrees 35 minutes 35 seconds, an arc distance of 188.92 feet to a point of
tangency; thence South 00 degrees 19 minutes 20 seconds West a distance of 1.59 feet to
a point of curvature;thence in a Southerly and Southwesterly direction, on a curve to the
right,having a radius of 143.00 feet,through a central angle of 29 degrees 16 minutes 37
seconds, an arc distance of 73.07 feet to a point of tangency;thence South 29 degrees 35
minutes 57 seconds West a distance of 124.84 feet to a point of curvature;thence in a
Southwesterly and Westerly direction, on a curve to the right,having a radius of 143.00
feet,through a central angle of 38 degrees 39 minutes 53 seconds, an arc distance of
96.50 feet to a point on a non-tangent line;thence North 68 degrees 05 minutes 05
seconds West a distance of 490.40 feet to a point on a non-tangent curve, said point also
lying on the West line of said Lot 15;thence in a Northeasterly and Northerly direction,
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on said West line and oUWt Qhks1ifi1M=§Ah 29 degrees
14 minutes 11 seconds East, having a radius of 308.00 feet,through a central angle of 11
degrees 10 minutes 07 seconds, an arc distance of 60.04 feet to a point of reverse
curvature;thence in a Northerly and Northeasterly direction,continuing on said West
line, on a curve to the right, having a radius of 41.00 feet, through a central angle of 33
degrees 54 minutes 47 seconds,an arc distance of 24.27 feet to a point of tangency;
thence North 51 degrees 58 minutes 52 seconds East,continuing on said West line, a
distance of 78.35 feet to a point of curvature; thence in a Northeasterly direction,
continuing on said West line, on a curve to the left, having a radius of 130.00 feet,
through a central angle of 21 degrees 34 minutes 45 seconds, an arc distance of 48.96 feet
to a point of compound curvature;thence in a Northeasterly, Northerly and Northwesterly
direction, continuing on said West line, on a curve to the left,having a radius of 190.00
feet, through a central angle of 59 degrees 59 minutes 53 seconds, an arc distance of
198.96 feet to a point of compound curvature;thence in a Northwesterly direction,
continuing on said West line, on a curve to the left,having a radius of 130.00 feet,
through a central angle of 21 degrees 40 minutes 20 seconds, an arc distance of 49.17 feet
to a point of reverse curvature;thence in a Northwesterly and Northerly direction,
continuing on said West line, on a curve to the right, having a radius of 68.00 feet,
through a central angle of 51 degrees 40 minutes 16 seconds, an arc distance of 61.32 feet Co
to a point of tangency, said point also being the POINT OF BEGINNING, containing X
529,704 Square Feet or 12.1603 Acres, more or less.
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