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HomeMy WebLinkAbout1806 Sale Real Property to KC WFC BILL NO. 2021-049 ORDINANCE NO./ c. AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN REAL PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, the City of Riverside, Missouri (the City") owns certain real property, the approximately thirteen acres (13) 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 B / Lot 2"); and WHEREAS, the City, 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"), entered into that certain Development Agreement dated September 17, 2021 (the "Development Agreement") for certain property as described therein (the "Property"); and WHEREAS, KC WFC now proposes to purchase Parcel B / Lot 2 and develop it in connection with the Development Agreement; and WHEREAS, the City desires to sell Parcel B / Lot 2 to KC WFC and KC WFC desires to purchase Parcel B / Lot 2 from the City, all upon the terms and conditions in substantially the form of Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit B (the "Agreement") at the rate of $1.25 per square foot of ground for the total price of Seven Hundred Six Thousand, Six Hundred Sixty-One and 25/100 dollars ($706,661.25) (the "Sale Price"); and WHEREAS, in order for the Site to be developed, certain public infrastructure improvements to serve the Soccer Complex Development 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") as agreed to and memorialized in the Infrastructure Improvement Agreement executed by and between the City and the Developers ("IIA"), attached to the Purchase and Sale Agreement, and incorporated therein; and WHEREAS, the IIA will be entered into by the Parties in order to define the Infrastructure Improvements to be built and the funding sources of the construction for such Infrastructure Improvements; and WHEREAS. City Staff recommend 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 IIA; and WHEREAS, KC WFC shall commence construction on the youth soccer operation on Parcel B / Lot 2 within one (1) year of execution of the Purchase and Sale Agreement for the development of Parcel B / Lot 2; and WHEREAS, in consideration for approval of the Development Agreement, the Purchase and Sale Agreement and the IIA, the City has agreed to sell Parcel B/ Lot 2 to KC WFC at the rate of$1.25 per square foot of ground to be acquired and KC WFC has committed to certain design, construct and fund the construction of Infrastructure Improvements with the intent for such Infrastructure Improvements to be maintained by the City if accepted by the City; and JC 17503410.1 WHEREAS, the Board of Aldermen find that the execution of a Purchase and Sale Agreement with KC WFC for Parcel B / Lot 2 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 this sale of Parcel B / Lot 2 pursuant to this Purchase and Sale Agreement, and its transfer by Special Warranty Deed, the form of which is attached hereto as Exhibit C (the "Deed") to Purchaser. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 — BEST INTEREST OF THE CITY TO APPROVE THE AGREEMENT AND SELL PARCEL B / LOT 2 TO KC WFC. It is in the best interest of the City, in order to further the growth of the City, improve the environment of the City, foster increased economic activity within the City, increase employment opportunities within the City, further the objectives of the TIF Plan, further build out the public infrastructure and otherwise is in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers, to enter into the Agreement and to sell Parcel B / Lot 2 to KC WFC for the Sale Price of Seven Hundred Six Thousand, Six Hundred Sixty-One and 25/100 dollars ($706,661.25) (the "Sale Price"), and on the other terms and conditions contained in the Agreement, and such Agreement is hereby approved in substantially the form attached hereto as Exhibit B, and incorporated herein. Such sale of Parcel B / Lot 2 to KC WFC for the Sale Price, and its transfer by Special Warranty Deed, the form of which is attached hereto as Exhibit C (the "Deed") to KC WFC, and on the other terms and conditions contained in the Agreement, is hereby approved. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Agreement in substantially the form attached hereto as Exhibit B, with such changes therein as are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the City—Spencer Fane LLP, and other appropriate officials and employees of the City are hereby authorized and directed to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents as may be necessary or convenient to perform all matters herein authorized. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. JC 17503410.1 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+,day of October 2021. Kathleen L. Rose, Mayor Robin Kincaid, ity Clerk Approved as to form: Spe f ne LLP, Special Cgnsel to the City by Joe Bednar JC 17503410.1 Execution Version EXHIBIT A Legal Description Lot 2,Riverside Soccer,a subdivision in the City of Riverside,Platte County,Missouri,according to the recorded plat thereof. EXHIBIT B PURCHASE AND SALE AGREEMENT IL I7c034I1LI Execution Version AGREEMENT 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 thirteen (13)acres described as Lot 2("Lot 2")on the Riverside Soccer replat("Replat")on Exhibit A,attached hereto and incorporated herein,in Riverside,Platte County,Missouri; and WHEREAS, Purchaser proposed to purchase Lot 2(and the Future Parcels,as hereinafter defined)to develop and use it for the construction and operation of a youth soccer operation for training and tournaments ("Youth Training")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 Lot 2 and additional Parcels C-D ("Future Parcels") (Lot 2 and Future Parcels collectively the "Redevelopment Area"), all in accordance with the final development plan ("Final Development Plan") attached hereto as Exhibit C;and WHEREAS, pursuant to the terms and conditions contained herein, the parties executed a Development Agreement dated September 17,2021 (the"Development Agreement")and now desire to enter into an additional purchase and sale agreement and an infrastructure improvement agreement in the form attached hereto as Exhibit F(the"IIA")for the redevelopment of Lot 2;and WHEREAS, Purchaser shall commence construction on the youth soccer operation on Lot 2 within one(1)year of execution of this Agreement;and WHEREAS,the Board of Aldermen of the City, having determined 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 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 this sale of Lot 2 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. NOW,THEREFORE,in consideration of the premises,TEN AND NO/100 DOLLARS($10.00)and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,and the mutual undertakings of the parties hereinafter set forth,it is hereby agreed by the parties as follows: ARTICLE I SALE AND PURCHASE 1.01 Sale and Purchase. The Purchase Price (the "Purchase Price") for Lot 2 shall be Seven Hundred Six Thousand, Six Hundred Sixty-One and 25/100 dollars) ($706,661.25), which is based upon the purchase price of One Dollar and Twenty-five Cents($1.25)per square foot and the property's square footage of 565,329 square feet as set forth in the legal description attached hereto as Exhibit A. 1 OMM US:80277558.5 1.02 Escrow Agent. An executed copy of this Agreement shall be delivered to Coffelt Land Title Inc., 401 Lexington, Harrisonville, MO 64701, Attention: L. Kent Shelman, Phone: (816) 581-2221, (the "Escrow Agent"or"Title Insurer"). 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 Lot 2 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 Lot 2,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 Lot 2 in the amount of the Purchase Price,insuring Purchaser's fee simple title to Lot 2 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 Lot 2 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 (10th) business day after Seller's 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 (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 Lot 2. 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 2 to work commissioned by or performed at Seller's direction prior to the Closing Date (collectively, the "Monetary Liens"). 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 (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 Lot 2 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. 3 (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 Lot 2;and (c) Office of Foreign Assets Control Issues. (1) Purchaser represents and warrants that (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/ofacttl 1 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 4 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. 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 Lot 2 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 Lot 2, 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) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to consummate the sale of Lot 2 as is contemplated in this Agreement or as Purchaser or the Escrow Agent may reasonably request; (d) Possession of Lot 2. Deliver possession of Lot 2 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 Lot 2 as of the Closing Date; (g) Levee Allocation Agreement. Execute, acknowledge and deliver to Purchaser an original of that certain Levee Allocation Agreement which will re-allocate the levee assessments on Lots 1 through 6 and Tract B, which will replace and supersede that certain Agreement Allocating Benefits for Levee District Tax Assessments Relating to the Riverside Quindaro Bend Levee District of Platte County, Missouri, by and between the City and KC WFC Training, LLC, dated September 17, 2021, and recorded on September 20, 2021 as Instrument Number 2021017975, in Book 1365, Page 242 in the office of the Platte County Recorder of Deeds (the "Existing Levee Allocation Agreement"); (h) IIA. Execute, acknowledge and deliver to Purchaser an original of the IIA. (i) 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. 5 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) Levee Allocation Agreement. Execute,acknowledge and deliver to Seller an original of that certain Levee Allocation Agreement which will re-allocate the levee assessments on Lots 1-6 and Tract B,which will replace and supersede the Existing Levee Allocation Agreement; (c) IIA. Execute,acknowledge and deliver to Seller an original of the IIA. (d) Evidence of Authority. Deliver such evidence of authority to close the purchase of Lot 2 pursuant to this Agreement as Seller or the Escrow Agent reasonably requests;and (e) 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 Lot 2 required to be paid prior to Closing to deliver unencumbered title to Lot 2 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 Lot 2 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 Lot 2 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 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 Lot 2 is located in a tax parcel for the year of Closing which includes property that is not within Lot 2,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 Lot 2(or applicable portion thereof)and the other portions of such tax parcel on the basis of the percentages which the gross surface areas of Lot 2(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 Lot 2 is located in a tax parcel for the year of Closing which includes property that is not within Lot 2 and all Taxes attributable to such tax parcel shall not have been paid in full at or prior to the 6 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% of such assessments for the 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 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 Escrow 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. ARTICLE V REMEDIES 5.01 Purchaser's Remedies for Seller's Failure to Close. In the event that Seller fails or refuses to convey Lot 2 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 Lot 2 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. 7 5.02 Seller's Remedies. 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 Lot 2, 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 Lot 2 which has not been remediated in accordance with Environmental Law; (iii)there is no threat of any release of Hazardous Substances migrating to the Lot 2; (iv)there is no past or present non-compliance with Environmental Law,or with permits issued pursuant thereto, in connection with Lot 2 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 Lot 2; 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 Lot 2. 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 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. ARTICLE VII POST-CLOSING COVENANTS 7.01 Permits.The parties acknowledge Purchaser intends apply for building permits for Parcel B, and Seller will promptly review such building permits in accordance with the terms herein. 7.02 Public Streets. Pursuant to Section 4.3(a) of the Development Agreement, certain public streets shall be installed and constructed by Purchaser and certain public streets shall be installed and constructed by Seller, in accordance with the Code and the IIA as planned and depicted on Exhibit B of the Development Agreement, at the time of construction of the Vertical Improvements (as defined in the Development Agreement), as shown on the Replat and the Final Development Plan. 8 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 Lot 2. 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 (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 Purchaser: KC WFC 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. 9 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, IN 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. 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. 8.10 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. 10 8.15 Litigation. In the event of litigation between the parties with respect to Lot 2,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. 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 its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise 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 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 Lot 2 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 (10th) 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 I1 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 parry's signature to be effective on the Effective Date herein specified. SELLER: CITY OF I ERSIDE,MISS U By: athleen L.Rose, Mayor • ATTEST: • Robin Kincai ,City Clerk { 13 OMM US:802775582 PURCHASER: KC WFC Training,LLC, a Kansas limited liability company By: �-- Name: e— Title: 'N;ii'nt Date: Purchase and Sale Agreement EXHIBIT A RIVERSIDE SOCCER REPLAT 15 um...L.'... 0t14 Nrt a 131 051.14t119aa we°.14.•0 SNOISIA3a I u O02..■'...SIM,OW.00t t _ _. L20Z lwsnW'sunoJ ell■s.o.2ve^la 11421.11 ,, i. .. 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OUNTV, , Gloria Boyer Electronically Recorded Recorder of Deeds COVER PAGE FOR RECORDING 1. Title of Document: Special Warranty Deed 2. Date of Document: October 22,2021 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. KansaasSiv MO64155 SPECIAL WARRANTY DEED THIS INDENTURE is made as of October 22,2021 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 NO/100 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; 03 b. Any taxes and assessments not yet due and payable; c. Zoning,subdivision and land use laws and ordinances;and 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 Complex Site is not utilized for Youth Operations or Headquarters during the 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. 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: ZZi�C_ifi —� Ka leen L. Rose, Mayor ATTEST: - Aj• B : Robin Kinca d,City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE ) �.i ON THIS Jgday of a�t� 2021, before me, the undersigned, a Notary Public in and for said -13 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 o) 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 ,o Y' t n. ROBIN L.KINCAID 2:Nr7r�ttr�,: My Cgnmissbn Expires + •.• •• March 8,2023 / ,, Union County Notary Public Signature (Seal) f l )J,___J Printed or Typed Name My Commission Expires: KaAcjvce o3 6"="6""IC 17503294.2"""IC 17503294.2 OMM US.80277558.2 Exhibit A Legal Description Lot 2, Riverside Soccer,a subdivision in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof. w V C) N C, EXHIBIT B FORM OF SPECIAL WARRANTY DEED COVER PAGE FOR RECORDING 1. Title of Document: Special Warranty Deed 2. Date of Document: [ ] 3. Grantor Name and Address: CITY OF RIVERSIDE, MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 4. Grantee Name and Address: [ ] 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 16 SPECIAL WARRANTY DEED THIS INDENTURE is made as of[ .1 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 [ ],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 NO/100 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; b. Any taxes and assessments not yet due and payable; c. Zoning,subdivision and land use laws and ordinances;and d. The requirement, as set forth in that certain Development Agreement by and between Grantor, Grantee and ACFC, LLC, dated September _, 2021 (the "DEVELOPMENT AGREEMENT"),that if any portion of the Soccer Complex Site is not utilized for Youth Operations or Headquarters during the 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. 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: Kathleen L. Rose, Mayor ATTEST: By: Robin Kincaid,City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE ) ON THIS day 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 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. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: Exhibit A Legal Description [To be attached.] EXHIBIT C FINAL DEVELOPMENT PLAN i_ E II] • Z" H / --- /i . AO )'1 "..,.,:::- -*kit ---- ---------?' ' - ___ , ___ it - - 2.--:-. - ..r4.. 4:1 ____/,,/ ,,, / ...: ,,,, . OA, pkity -we- ` Ali' Oil 0.1111= L i i '"�� ( I I .� I i o \ O O \ \` O O i I --I I I .-, I ^r _ i I ,-11 IL I FINAL DEVELOPMENT PLAN FOR RIVERSIDE SOCCER PARCEL B © ...RA,0011W1MILOMPO.MCM.•1A1 AS201 EXHIBIT D LEVEE DISTRICT POST-CLOSING PRORATION FOR ALL PARCELS Levee Benefit Allocation by Parcel Parcel Acreage S.F $Benefit % Benefit Lot 1 12.1603 529702.67 $ 1,221,579.76 1.63613% Lot 2 12.9782 565330.39 $ 1,303,743.03 1.74618% Lot 3 0.8151 35505.76 $ 81,882.00 0.10967% Tract B 5.7511 250517.92 $ 577,734.70 0.77379% Lot 4 19.0023 827740.19 $ 1,908,902.33 2.55670% Lot 5 7.8628 342503.57 $ 789,868.45 1.05792% Lot 6 13.701 596815.56 $ 1,376,352.90 1.84343% TOTAL 72.2708 3148116.05 $ 7,260,063.17 9.72381% EXHIBIT E LEVEE DISTRICT POST-CLOSING PRORATION FOR LOT 2 Parcel Assessment Allocation by Parcel Acreage Parcel Total Acres Parcel Acres Parcel Percent of Total 23-3.0-08-000-000-015.000 34.19 23-3.0-08-000-000-016.000 7.88 Combined 42.07 Lot 2 12.9782 30.84906% Levee Assessments-2021 Parcel Total Ownership Days Assessment 23-3.0-08-000-000-015.000 $62,177.81 23-3.0-08-000-000-016.000 $14,184.83 Combined $76,362.64 City Buyer Lot 2 Assessment $23,557.16 295 70 $19,039.35 $4,517.81 EXHIBIT F FORM OF HA See attached. Execution Version INFRASTRUCTURE IMPROVEMENT AGREEMENT THIS INFRASTRUCTURE IMPROVEMENT AGREEMENT("Agreement")is voluntarily made and entered into this day 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("City"),and KC WFC TRAINING,LLC,a Kansas limited liability company and ACFC,LLC,a Delaware limited liability company(collectively,"Developer"). RECITALS WHEREAS, Developer and City entered into that certain Development Agreement dated September 17, 2021 (the "Development Agreement") for certain property as described therein and described on Exhibit A attached hereto(the"Property");and WHEREAS, Developer is currently developing Soccer Complex Phase 2, Parcel B (the "Site"), pursuant to Section 3.4(a)of the Development Agreement a form of which this Agreement is attached;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" (the "Code");and WHEREAS, the Street Infrastructure Construction, as that term is defined in Article IV of the Development Agreement,is a portion of the Infrastructure Improvements intended to be connected to street system(s) owned and maintained by the City and are subject to the City's acceptance of such public Infrastructure Improvements; and WHEREAS,the parties will construct the Street Infrastructure Construction and the Infrastructure Improvements in compliance with state and federal law,and the Code;and WHEREAS, the City may require Developer to (i) provide sufficient security to guarantee the satisfactory construction of the Infrastructure Improvements pursuant to Section 400.790.A of the Code, and Section 89.410 RSMo,as amended,and shall be satisfactory to the City Attorney as to form,sufficiency and manner of execution, and should Developer fail to provide such security, the City may take any reasonable action regarding commencement of construction of the Infrastructure Improvements including delaying or denying approval,and(ii)require its contractor to provide a maintenance bond for a period of two(2)years in sufficient amount to secure the City against defects in workmanship and materials related to the construction of the Infrastructure Improvements and to ensure that the contractor will remedy any such defects occurring within such period pursuant to Section 490.790.A7 of the Code;and WHEREAS,the City and Developer acknowledge that additional Infrastructure Improvements not specifically described in this Agreement may be required prior to the development of the future developed parcels on the Property("Future Improvements");and WHEREAS the City has an obligation to fund and construct certain Infrastructure Improvements as provided for in this Agreement. COVENANTS AND AGREEMENTS: NOW, THEREFORE, in consideration of the foregoing recitals, mutual covenants and promises set forth below,the receipt and sufficiency of which are mutually acknowledged, the City and Developer hereby agree to this Agreement as follows: A. RECITALS,EXHIBITS AND DEFINITIONS a.Recitals. 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 a. b. Exhibits. The Exhibits to this Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section b. c. Infrastructure Improvements and Future Improvements. For the purposes of this Agreement,the terms"Infrastructure Improvements"and"Future Improvements"shall include any temporary improvements that may be necessary for construction of the various improvements. B. INFRASTRUCTURE IMPROVEMENTS. All of the following Infrastructure Improvements, including labor,materials,and equipment necessary for construction,shall be paid as described herein. 1. PUBLIC STREETS. a. Developer Street Infrastructure Construction. The Developer, at its sole cost and expense without reimbursement by the City, shall design, construct and install the following Infrastructure Improvements, as described more fully below and in accordance with the standards and requirements of the Code. Upon dedication and acceptance,maintenance of the Infrastructure Improvements shall be the responsibility of the City,which shall include but not be limited to snow removal, sweeping, striping and repairs. i. Construction of Water Street, a 2 lane, 28-foot-wide public street including curb and gutter from the northwestern corner of Parcel A to the northeastern corner of Parcel B, a distance of approximately 2,270 linear feet as depicted and described on Exhibit B(from Station 11 + 50 to Station 36 + 00) and in the approved Final Development Plan; and construction of a sidewalk on the south side of Water Street. ii. Construction of ROAD NAME, a 2 lane, 24-foot-wide public street from the northeastern corner of Parcel B to the southeastern corner of Parcel B, a distance of approximately 450 linear feet as depicted and described on Exhibit B and in the approved Final Development Plan. The public streets portion of the Infrastructure Improvements include certain public streets which may be installed and constructed ("Street Infrastructure Construction") by Developer, at the time of construction of the Vertical Improvements (as defined in the Development Agreement) of Parcel(s) B, solely at Developer's expense, in accordance with the Code, and as planned and depicted in construction plans to be submitted to and approved by the City Engineer fifteen (15) days prior to the start of construction of the Infrastructure Improvements. The real property upon which the Street Infrastructure Construction by Developer shall occur shall not be included in the calculation of the final purchase price for the property being purchased for that particular Soccer Phase. Upon Developer's completion of Street Infrastructure Construction, and subject to a finding by the City after inspection of the Street Infrastructure Construction of compliance with the Code,the City shall accept and maintain such streets that are in accordance with the Code. b. City Street Infrastructure Construction. The City, at its sole expense, shall design, construct and install the following Infrastructure Improvements, as described more fully below and in accordance with the standards and requirements of the Code. Maintenance of the Infrastructure Improvements shall be the responsibility of the City, which shall include but not be limited to snow removal,sweeping, striping and repairs. i. Extension of ROAD NAME, a 2 lane, 24-foot-wide public street from the terminus of the current paved surface to the northwestern corner of Parcel A,a distance of approximately 100 linear feet as depicted and described on Exhibit B(from Station 10+00 to Station 11 +50). c. Vehicular Access Points. The City shall design, construct, establish and/or create solely at the City's expense, one Vehicular Access Point ("VAP"), as provided for the design and construction plans, attached hereto as Exhibit B, and incorporated herein, or as available at the office of the City engineer, no later than the completion of construction of the Vertical Improvements of the Site by the Developer or as otherwise agreed to in writing by the Parties. 2.LANDSCAPING/STREETSCAPING. The City shall,solely at the City's cost,install native trees of a minimum of 1.5" caliper or fifteen gallon container every forty (40) feet within the right of way or drainage area north of Lots 1 and 2 of the Riverside Soccer subdivision to shield site from warehouses as provided for in the design and construction plans, attached hereto as Exhibit C, and incorporated herein, to be completed simultaneously with, or no later than the completion of construction of the Vertical Improvements of the Site by the Developer. 3.WATER.The City shall drain any water located on the Site for Developer grading. C. NO CITY LIABILITY. The City shall have no obligation to authorize any change order requested by a contractor and/or subcontractor related to the Street Infrastructure Construction. IN NO EVENT SHALL THE CITY INCUR ANY LIABILITY TO DEVELOPER FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE STREET INFRASTRUCTURE CONSTRUCTION. THE CITY SHALL IN NO EVENT BE LIABLE TO THE DEVELOPER FOR ANY INDIRECT, ECONOMIC, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF INCOME, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS,LOSS OF REVENUE,LOSS OF A COMMERCIAL OPPORTUNITY OR CONTRACT,WHETHER OR NOT THE CITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. D. OTHER INFRASTRUCTURE IMPROVEMENTS. City shall deliver utility services including water, sewer and electric to the boundary line of Parcel A (as depicted on Exhibit A), but further service extensions shall be completed by Developer at the Developer's expense. E. FUTURE INFRASTRUCTURE IMPROVEMENTS. The City and Developer acknowledge that the City has no obligation to provide any Future Improvements that may be required for the development of future parcels to be developed other than those Infrastructure Improvements refereed herein. F.GENERAL TERMS AND CONDITIONS 1. Indemnification. (a) The Developer shall pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless from and against all loss, liability, damage, demand, expense, penalty, claims for liquidated and/or consequential damages, or fine arising out of Developer's actions or the actions of Developer's directors, officers, employees, agents and contractors involving the design, construction and completion of the Street Infrastructure Construction or as a result of any breach,default or failure to perform by Developer under this Agreement. The Developer 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, expenses and liabilities incurred by them 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 Developer, 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, officers, employees or agents. Nothing in this section shall constitute a waiver of governmental or officers immunity of the City or its officers or employees. 2. Dedication of Street Infrastructure Construction. The City will only accept the Street Infrastructure Construction for dedication following construction after verifying that all such Public Infrastructure Improvements have been constructed to the Code and that all the requirements of this Agreement have been met. a. Construction Approval. The Street Infrastructure Construction must be inspected by the City prior to acceptance for dedication. b. Title to Street Infrastructure Construction. Title to, and ownership of, all property upon which the Street Infrastructure Construction is constructed by Developer according to this Agreement is and shall remain vested absolutely in the City. 3. Effect of Agreement,Assignment,Modification,Further Assurances a. Binding Effect of Agreement.This Agreement shall run with the land included within the Site and shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. b. Transfer of Title or Assignment. Transfer of title or Assignment of this Agreement shall be governed by the Development Agreement. c. Modification and Waiver. No modification of the terms of this Agreement shall be valid unless in writing and executed with the same formality as this Agreement,and no waiver of the breach of the provisions of any section of this Agreement shall be construed as a waiver of any subsequent breach of the same section or any other sections which are contained herein. d. Further Assurances. The parties agree to execute such other further documents as may be necessary to effectuate the purposes of this Agreement or that may be required by law. [signature page follows] IN WITNESS WHEREOF,the parties have signed this Infrastructure Improvement Agreement as of the date set forth above. "CITY" CITY OF RIVERSIDE,MISSOURI By: Kathleen L. Rose,Mayor (SEAL) Attest: 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: "DEVELOPER" KC WFC Training, LLC, a Kansas limited liability company: By: Name: Title: STATE OF MISSOURI ) )SS. COUNTY OF ) On this day of ,2021,before me appeared ,to me personally known,who,being by me duly sworn,did say that he is the of KC WFC Training,LLC,a Kansas limited liability company,and that he is authorized to sign the instrument on behalf of said company by authority of its members,and acknowledged to me that he 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: "DEVELOPER" ACFC,LLC,a Delaware limited liability company: By: Name: Title: STATE OF MISSOURI ) )SS. COUNTY OF ) On this day of ,2021,before me appeared ,to me personally known,who,being by me duly sworn,did say that he is the of ACFC,LLC,a Delaware limited liability company,and that he is authorized to sign the instrument on behalf of said company by authority of its members,and acknowledged to me that he 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: Execution Version EXHIBIT A Legal Description Lot 2,Riverside Soccer,a subdivision in the City of Riverside,Platte County,Missouri,according to the recorded plat thereof. EXHIBIT B Infrastructure Plan [See attached.] _....a -___..w. id .' ` : I / / t / / s , / PROPERTY '--; - / TO PROPERTY PROPERTY L € TO FACE �� 'O - Of CURS.2.S6 AC. h,/,. ,,,r41 •........-16 .4/ ir----.,,....... ..11.„.......-.,eliO, i irik _. ....- lit r __It,i # PROPERTY LIE TO FACE/ 4 OF CURB..0.67 AC" .k • I / / k,;', PROPERTY LINE '� If PROPERTY — •__ - — ' . I 'mar 7. ' �' ;, ' x "::.i: ;-' • FACE . .• '.791kE—THROUCti 4-- . — .,�•� - PARKING Li)T=a.{3 mei 1 T----- _ EGENO I! N I ii CITY—RESPONSIBLE STREET ! eF 1 DEVELOPER—RESPONSIBLE STREET ALE.1• �00• OAMON-Ch l N+ONEEM O QS - 1,1540.W1,ERTFCaTE OF AOMOR ?lAm .•_-IJECT NO 021-06744 RIVERSIDE SOCCER E)ONBR RAN •: NBY AA RIVERSIDE,MO ,v Alm. re n. 14...""Ca w«,N A .TE. 10/142021 EXHIBIT A 7aexa o . I • v 1.0�Calui(jrV --- _ / / J• 4 „ \ 40 ' ,,, 4'/G/(,) Ai -....A.,_ --,,, , , WIP . ' . ._ 4144 rm., / ... , i, 004„,i ,,,,,, , /, . mill---7-41- 0' , , , ,.., I ... /... , _ , ,, ..... , 0., v. , . _________ .... - ___- / ,___ _,.,. __ '4/i Ws\,r, IU 4‘,. ,7 . ii„ ,, 0 4 i C. PARCEL 4 \ ` MI MI 12.3 AC 40,- b/6 ` \. ' / 417 4,1 .11,1411. 1r., AI i . ..,... MCXY \ • (cARCELD 7.8 AC\ _ MCA 10 KM ,$1:,s, ,,, , Nom 111 ,...... ma 4 MIMI . Mir MTpPARCEL C mm •\ 'N., FTC1112 1/11CX13 uuwx nonlry ii! 0-1-141-1411-1+1-1111+041-1-1-41414114) r. 1 0 ••5 1 2 **Trees to be planted by the City of Riverside will be a minimum Legend _M_M-� of 1.5"caliper or 15 gallon container spaced a minimum of every 300 0 150 300 600 40'within the right of way or drainage area north of Parcels A &B o Proposed Trees of the Riverside Soccer subdivision. SCALE 1" = 300' Recorded in Platte County,Missouri Recording Date/Time:10/25/2021 at 08:10:03 AM Instr Number: 2021020175 "",, Book: 1367 Page: 428 • • Type: DE AGMT = : �l , Pages: 14 =_'��•W. . o Fee: $63.00 S F°ouNTv " Ss' Gloria Boyer Electronically Recorded Recorder of Deeds COVER PAGE FOR RECORDING 1. Title of Document: Infrastructure Improvement Agreement 2. Date of Document: October 22,2021 3. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 4. Grantee Name and Address: KC WFC, LLC Attn: Amber Cox 9120 Nieman Road Overland Park, KS 66214 ACFC, 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 1 Execution Version INFRASTRUCTURE IMPROVEMENT AGREEMENT THIS INFRASTRUCTURE IMPROVEMENT AGREEMENT("Agreement")is voluntarily made and entered into this i9 day 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("City"),and KC WFC TRAINING,LLC,a Kansas limited liability company and ACFC,LLC,a Delaware limited liability company(collectively,"Developer"). RECITALS WHEREAS, Developer and City entered into that certain Development Agreement dated September 17, 2021 (the "Development Agreement") for certain property as described therein and described on Exhibit A attached hereto(the"Property");and WHEREAS, Developer is currently developing Soccer Complex Phase 2, Parcel B (the "Site"), pursuant to Section 3.4(a)of the Development Agreement a form of which this Agreement is attached;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 CO shall be constructed in accordance with the "Municipal Code of the City of Riverside, Missouri" (the "Code");and en WHEREAS, the Street Infrastructure Construction, as that term is defined in Article IV of the Development Agreement,is a portion of the Infrastructure Improvements intended to be connected tcrstreet system(s) owned and maintained by the City and are subject to the City's acceptance of such public Infrastructure Improvements;and N 00 WHEREAS,the parties will construct the Street Infrastructure Construction and the Infrastructure improvements in compliance with state and federal law,and the Code;and WHEREAS, the City may require Developer to (i) provide sufficient security to guarantee the satisfactory construction of the Infrastructure Improvements pursuant to Section 400.790.A of the Code, and Section 89.410 RSMo,as amended,and shall be satisfactory to the City Attorney as to form,sufficiency and manner of execution, and should Developer fail to provide such security, the City may take any reasonable action regarding commencement of construction of the Infrastructure Improvements including delaying or denying approval,and(ii)require its contractor to provide a maintenance bond for a period of two(2)years in sufficient amount to secure the City against defects in workmanship and materials related to the construction of the Infrastructure Improvements and to ensure that the contractor will remedy any such defects occurring within such period pursuant to Section 490.790.A7 of the Code;and WHEREAS,the City and Developer acknowledge that additional Infrastructure Improvements not specifically described in this Agreement may be required prior to the development of the future developed parcels on the Property("Future Improvements");and WHEREAS the City has an obligation to fund and construct certain Infrastructure Improvements as provided for in this Agreement. COVENANTS AND AGREEMENTS: NOW, THEREFORE, in consideration of the foregoing recitals, mutual covenants and promises set forth below,the receipt and sufficiency of which are mutually acknowledged, the City and Developer hereby agree to this Agreement as follows: A. RECITALS,EXHIBITS AND DEFINITIONS a.Recitals. 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 a. b. Exhibits. The Exhibits to this Agreement arc incorporated into and made a part of this Agreement as if fully set forth in this Section b. c. Infrastructure Improvements and Future Improvements. For the purposes of this Agreement,the terms"Infrastructure Improvements"and"Future Improvements"shall include any temporary improvements that may be necessary for construction of the various improvements. B. INFRASTRUCTURE IMPROVEMENTS. All of the following Infrastructure Improvements, CO including labor,materials,and equipment necessary for construction,shall be paid as described herein. 1. PUBLIC STREETS. rn a. Developer Street Infrastructure Construction. The -+ Developer, at its sole cost and expense without reimbursement by the City, shall design, construct and install the following Infrastructure Improvements, as G) described more fully below and in accordance with the standards and requirements N of the Code. Upon dedication and acceptance,maintenance of the Infrastructure o0 Improvements shall be the responsibility of the City,which shall include but not be limited to snow removal, sweeping,striping and repairs. i. Construction of Water Street, a 2 lane, 28-foot-wide public street including curb and gutter from the northwestern corner of Parcel A to the northeastern corner of Parcel B, a distance of approximately 2,270 linear feet as depicted and described on Exhibit B(from Station I I + 50 to Station 36 -- 00) and in the approved Final Development Plan; and construction of a sidewalk on the south side of Water Street. ii. Construction of ROAD NAME, a 2 lane, 24-foot-wide public street from the northeastern corner of Parcel B to the southeastern corner of Parcel B, a distance of approximately 450 linear feet as depicted and described on Exhibit B and in the approved Final Development Plan. The public streets portion of the infrastructure Improvements include certain public streets which may be installed and constructed ("Street Infrastructure Construction") by Developer, at the time of construction of the Vertical Improvements (as defined in the Development Agreement) of Parcel(s) B, solely at Developer's expense, in accordance with the Code, and as planned and depicted in construction plans to be submitted to and approved by the City Engineer fifteen (15) days prior to the start of construction of the Infrastructure Improvements. The real property upon which the Street Infrastructure Construction by Developer shall occur shall not be included in the calculation of the final purchase price for the property being purchased for that particular Soccer Phase. Upon Developer's completion of Street Infrastructure Construction, and subject to a finding by the City after inspection of the Street Infrastructure Construction of compliance with the Code,the City shall accept and maintain such streets that are in accordance with the Code. b. City Street Infrastructure Construction. The City, at its sole expense, shall design, construct and install the following Infrastructure Improvements, as described more fully below and in accordance with the standards and requirements of the Code. Maintenance of the Infrastructure Improvements shall be the responsibility of the City,which shall include but not be limited to snow removal,sweeping,striping and repairs. i. Extension of ROAD NAME, a 2 lane, 24-foot-wide public street from the terminus of the current paved surface to the northwestern corner of Parcel A,a distance of approximately 100 linear feet as depicted and described on Exhibit B(from Station 10 F 00 to Station 11 1 50). C. Vehicular Access Points. The City shall design, construct, establish and/or create solely at the City's expense, one Vehicular Access Point ("VAP"), as provided for the design and construction plans, attached hereto as co Exhibit B, and incorporated herein, or as available at the office of the City engineer, no later than the completion of construction of the Vertical Improvements of the Site by the Developer or as otherwise agreed to in writing by the Parties. 2.LANDSCAPING/STREETSCAPING. The City shall,solely at the City's cost,install native trees of a minimum of 1.5"caliper or fifteen gallon container every forty (40) feet within the right of way or drainage area north of Lots I and 2 of the Riverside Soccer subdivision to shield site from warehouses as provided for in the design and construction plans, attached hereto as Exhibit C, and incorporated herein, to be completed simultaneously with, or no later than the completion of construction of the Vertical Improvements of the Site by the Developer. 3.WATER.The City shall drain any water located on the Site for Developer grading. C. NO CITY LIABILITY. The City shall have no obligation to authorize any change order requested by a contractor and/or subcontractor related to the Street Infrastructure Construction. IN NO EVENT SHALL THE CITY INCUR ANY LIABILITY TO DEVELOPER FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE STREET INFRASTRUCTURE CONSTRUCTION. THE CITY SHALL IN NO EVENT BE LIABLE TO THE DEVELOPER FOR ANY INDIRECT, ECONOMIC, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF INCOME, LOSS OF GOODWILL,LOSS OF ANTICIPATED SAVINGS, LOSS OF REVENUE,LOSS OF A COMMERCIAL OPPORTUNITY OR CONTRACT,WHETHER OR NOT THE CITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. D. OTHER INFRASTRUCTURE IMPROVEMENTS. City shall deliver utility services including water, sewer and electric to the boundary line of Parcel A(as depicted on Exhibit A), but further service extensions shall be completed by Developer at the Developer's expense. E. FUTURE INFRASTRUCTURE IMPROVEMENTS.The City and Developer acknowledge that the City has no obligation to provide any Future Improvements that may be required for the development of future parcels to be developed other than those Infrastructure Improvements refereed herein. F.GENERAL TERMS AND CONDITIONS 1. Indemnification. (a) The Developer shall pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless from and against all loss, liability, damage, demand, expense, penalty, claims for liquidated and/or consequential damages, or fine arising out of Developer's actions or the actions of Developer's directors, officers, employees, agents and contractors involving the design, construction and completion of the Street 03 Infrastructure Construction or as a result of any breach,default or failure to perform by Developer under this Agreement. 'I'hc Developer shall also pay and indemnify and save the City and its governing body members,directors,officers,employees and agents harmless of,from and against, 01 all costs, reasonable counsel fees, expenses and liabilities incurred by them 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, A employees or agents by reason of any such claim or demand,the Developer,upon notice from the N CO City, covenants to resist and defend such action or proceeding on demand of the City or its governing body members, directors, officers, employees or agents. Nothing in this section shall constitute a waiver of governmental or officers immunity of the City or its officers or employees. 2. Dedication of Street Infrastructure Construction. The City will only accept the Street Infrastructure Construction for dedication following construction after verifying that all such Public Infrastructure Improvements have been constructed to the Code and that all the requirements of this Agreement have been met. a. Construction Approval. The Street Infrastructure Construction must be inspected by the City prior to acceptance for dedication. b. Title to Street Infrastructure Construction. Title to, and ownership of, all property upon which the Street Infrastructure Construction is constructed by Developer according to this Agreement is and shall remain vested absolutely in the City. 3.Effect of Agreement,Assignment, Modification,Further Assurances a. Binding Effect of Agreement.This Agreement shall run with the land included within the Site and shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. b. Transfer of Title or Assignment. Transfer of title or Assignment of this Agreement shall be governed by the Development Agreement. c. Modification and Waiver. No modification of the terms of this Agreement shall be valid unless in writing and executed with the same formality as this Agreement,and no waiver of the breach of the provisions of any section of this Agreement shall be construed as a waiver of any subsequent breach of the same section or any other sections which are contained herein. d. Further Assurances. The parties agree to execute such other further documents as may be necessary to effectuate the purposes of this Agreement or that may be required by law. [signature page follows] CO a.) G) N co Acknowledged and agreed: HORIZONS BUSINESS PARK ASSOCIATION,INC.,a not-for profit Missouri corporation, ^«+ By: CITY OF RIVERSIDE,MISSOURI (pursuant to authority granted by Section 3.07 of the D laration) • Y - By: Kath een L. Rose, Mayor (SEAL)V ` . Robin Kincaid,City Clerk (.4 STATE OF MISSOURI ) cri )SS. COUNTY OF PLATTE ) 0 On this j9-'day of October,2021, before me appeared Kathleen L. Rose,to me personally known, co 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, which has authority to acknowledge and agree to this Partial Release on behalf of the Association pursuant to Section 3.07 of the Declaration,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 the Association,by City by authority of its Board of Aldermen,and said individual acknowledged said instrument to be the free act and deed of said Association 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: yU aA i it ,,,,,, 1 'p1PRY?UB'.; ROBIN L.KINCAID ?:'P pay4. My Comm es issbn Expires : •.• _� MarchB 2023 SEAL. Conlon County ' ,,, Cortunission#15380631 Page 5 JC 17503250.1 "DEVELOPER" KC WFC Training, LLC,a Kansas limited liability •is • y: By: IR� �. e. Name: ' • ILTTIPIN STATE OF KANSAS ) )SS. COUNTY OF 41 ) On this I day of 1 ,2021,before me ao -; ' /, ' -IL; to me personally known,who,being by me duly sworn did say that she is the ; r .`. `14fr` KC WFC Training,LLC,a Kansas limited liability company,and that she is authorized to signl' e i ti 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 = affixed my official seal in the County and State aforesaid,the day and year first above written. 't'f r/ 'it. .ry • . c r My Commission Expires: -0114Creq ++ co N NOTARY PUBLIC•State of Kansas —,►�— STACY RENEE BRICE =-. 1.= My APO Expires IIA "DEVELOPER" ACFC, LLC,a Delaware limited liability company:�' +"� e. By: Name: !�, . ' • Title: ' M�'1r'1 ' ' s� STATE OF KANSAS } ��I, )SS. COUNTY OF� C_ f )(I I<. 6,6 appeared On this day of ,2t721,before me a eared jf,• ,,.1 ; ,to me personally known, who,being by me duly sworn,did say that she is the :, , . ,r_AM''!''''. +f ACFC, LLC,a Delaware limited liability company, and that she is authorized to sign the• ru :tit 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 han' :nd affix my official seal in the County CO and State aforesaid,the day and year first above written. / iiil�ir , ' / co �1.,,, en ' . otary ' bile V G) My Commission Expires: ,A 03-614-Zc ! N tV4TAp Ia1,8�1C-State of KA1 sas 00 $TAY r E 4a 9AICc '' My Mp 1 .•.l.�l - �:�,4,L�` t.expires Execution Version EXHIBIT A Legal Description Lot 2,Riverside Soccer,a subdivision in the City of Riverside,Platte County,Missouri,according to the recorded plat thereof. w rn V G) N 03 EXHIBIT B Infrastructure Plan 'See attached.] CA C) V G) A CO l ' ..- r . 4 'M / FROPLRTY UIE . �. TO PROPERTY 111E-0.T! AG- Y • �� -... -- I p I© M hIE OPEP U TO FACE' •4: - 11, .46". '11;. .... I \› ::•-, !",z...,....._.. x c....)-- , , .....• .... ., cn R �' iu11 OF 7,C r•• CCoo 4=.PROPERTY \NI:7.. I I PROPERTY WEE .. .. . / PROPOZTY r'a^woe , , .ram i LEGEND - N CITY—RESPONSIBLE STREET DEVELOPER—RESPONSIBLE STREET *SCALE.I'.40d u!s(w-cot EtilAEEEiG raearer•ca/fY11f 9R.W - fe a.ti.y� PROJECT RIO 07t-06144 RJA.RSIOE SOc(. E) 16I1 DRAWN 9Y M RIVERSIDE,IJO °won DATE lat4a EXHIBIT A ti1..J,..•.n A EXHIBIT C Landscaping Plan [See attached.] CO w a, V C) CO - • • • / ---..... i.....-mkag 1;„/ f '''.:.'7',..... ' . ..-ss• , ',...,..._ ,,,..-rw, .., -__.... i .., f, .,.....„--, ; i .. ..-7 , 1-7-1.. •.:,. •--, ; 1 ....... -or ,, . ,,,,,,- • i . m.milertr—Mil, , r • !'' 1 i ''''t ''""""• .. ., • .67.. --. / /1.<"'"•^7`.... L.1 / A/ 1.... '''''''.4L... '/11 '',,,_ -,.._ /,' '''''''''"/ •. 1. • ..„..... ,.:, .:.,...-.. -„, . ....). (..) cr) T ...... r r.— , At.... .41is i . V , t . '' ,..... V \ 13 . -,, -"•-•=:` ..,' / --"--- / • , H:I - ...- .....,-- PARCEL D A • i., 1 1 A AC ---_-,- ----,-- lk. __ ;- t It ....... ii„.... ,....... , \ ; 'I : \ PARCEL C ' ------' ---1-,--• ,.---"—----- - ""1"&"'""" '•••• ' . '.N. ....,.... "‘-•-•-._ ,.. ' — J---., L......L- .....,_ Li / - - ........., ..,;,. _ . .../ „...41;:::,..,..,-. E . -- • _.-,t ._,Z . / ...7--- ':;.s., ....- .. •-- -- _...---- -,' .--- ___---- ----- ..-_-:;:::----2,....--- •--____, ..-- . 1 0 .5 1 2 -Trees to be planted by the City of Riverside wit,be a TiMITTUT Legend Es In mm of 1 5 caliper or 15 gallon container solaced a minimum of every IM IIIII 11111.11M 300 0 150 300 600 of the Riverside Soccer subdivision 40'within the nght of way or drainage area north of Parcels A&8 e Proposed Trees SCALE 1" = 300' Recorded in Platte County,Missouri Recording Date/Time:10/25/2021 at 08:10:03 AM Instr Number: 2021020172 ` `'PpER Opp-, Book: 1367 Page: 425 ; ' • ••(`Fo Type: DR PART 7• 9j Pages:6 Ver4 •..o Fee: $39.00 S °ouN1v,‘1‘\,'' Gloria Boyer Electronically Recorded Recorder of Deeds Return Recorded Document to: City of Riverside Attn. Sarah Wagner 2950 NW Vivion Rd Riverside,MO 64150 COVER PAGE FOR RECORDING 1. Title of Document: Partial Release of Declaration of covenants,restrictions,easements, charges, assessments and liens for Horizons Business Park /Planned Development District 2. Date of Document: October 21, 2021 3. Grantors Names: City of Riverside, Missouri The Industrial Development Authority of the City of Riverside, Missouri Riverside Horizons, LLC 4. Grantees Name: City of Riverside Missouri Industrial Development Authority of the City of Riverside, Missouri Riverside Horizons, LLC 5. Grantee's Mailing Address: 2950 NW Vivion Road, Riverside, MO 64150 6. Legal Description/Address: All of Lot 2, RIVERSIDE SOCCER, a subdivision in Riverside, Platte County, Missouri, Coffelt Land Title, Inc. according to the recorded plat thereof 9574 N.McGee Ave. j2-e., e,Cec‘cie_ bo0IL l\fl -Vwese Z$(o. Kansas City,MO 64155 -L1os'i-`'lrq U PARTIAL RELEASE OF DECLARATION OF COVENANTS,RESTRICTIONS, EASEMENTS, CHARGES,ASSESSMENTS AND LIENS FOR HORIZONS BUSINESS PARK/PLANNED DEVELOPMENT DISTRICT This Partial Release of Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District(the "Partial Release") is made this 2151 day of October 2021, by the City of Riverside, Missouri (hereinafter "City"), with an address of 2950 NW Vivion Road, Riverside, Missouri, and The Industrial Development Authority of the City of Riverside, Missouri ("IDA") with an address of 2950 NW Vivion Road, Riverside, Missouri. Capitalized terms not defined herein shall have the meanings set forth in the Declaration(as hereinafter defined). WHEREAS the City,the IDA and Riverside Horizons,LLC("Developer")with an address of 6300 North Revere,Suite 225,Kansas City,Missouri 64151 entered into that certain Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/ Planned Development District, dated effective February 13, 2012, and recorded on March 9, 2012 in the Office of the Platte County Recorder of Deeds in Book 1187, Page 286 (the "Declaration");and WHEREAS, the City is a party to a certain Agreement of Purchase and Sale ("PSA") pursuant to which the City agreed to sell to KC WFC Training, LLC, a Kansas limited liability company ("Purchaser"), and Purchaser has agreed to purchase, certain real property located in �1 Platte County,Missouri, as more particularly described in the PSA(the"Property"); and -13 WHEREAS the IDA was the previous owner of the Property, but has conveyed the cn Property to the City; and WHEREAS the parties to the PSA have agreed with the IDA to release the Declaration to the extent that the Declaration attaches to the Property. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The foregoing recitals are hereby incorporated into this Partial Release and made a part hereof by this reference. 2. Pursuant to Section 3.07 of the Declaration, until eighty percent (80%) of the Parcels in the Development Plan have been sold to Owners, the City and/or the IDA shall have absolute and exclusive control over the Association, including appointment and removal of the members of the Association Board. 3. Pursuant to Section 10.02(b) of the Declaration, during the Development Period, the Declaration can be abolished, amended, modified or changed in whole or in part by the City and/or the IDA in order to, among other things, correct deficiencies of the Declaration as determined to exist by the City and/or the IDA and to give effect to all of the rights, obligations and duties created or contemplated therein. Page 2 JC 17502526.1 4. The Property known as Lot 2,as more specifically described on Exhibit A,attached hereto and incorporated herein by this reference, is hereby released and discharged from the Declaration. 5. This Partial Release shall in no way affect or impair the validity or effectiveness of the Declaration with regard to the remaining property encumbered by the Declaration. IN WITNESS WHEREOF, the City and the IDA have caused this Partial Release to be duly executed under due authority the day and year first above written. CITY F RIVERSIDE, MISSOURI By' . K leen L. Rose, Mayor ` •, - , :, (SEAL) =' s,... ...,,, yi• ) Attu {' , , ' J J Sarah Wagner, ep y C erk ' `"` - ' STATE OF MISSOURI ) SS. '' COUNTY OF PLATTE ) On this a`'day of October, 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 CO affixed to the foregoing instrument is the seal of said City, and said instrument was signed and X sealed in behalf of said City by authority of its Board of Aldermen, and said individual w acknowledged said instrument to be the free act and deed of said City. -41 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in 0 the County and State aforesaid, the day and year first above written. N cri otary Pub My Commission Expires: `t-kutkxc `3 . 5 SAIAH WAGNER Notary Public-Notary Seal STATE OF MISSOURI Clinton County My Commission Expires:Nov. 13,2023 Commission#11277184 Page 3 JC 17502526.1 INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,MISSOURI e: Fr a Bi o • Title: Vic re nt •••••, a ca : ACKNOWLEDGEMENT • STATE OF MISSOURI ) )SS COUNTY OF PLATTE ) a►- ON THIS Yith day of Septecal4er,2021,before me,the undersigned,a Notary Public in and for said County and state,personally appeared Frank Biondo,to me personally known,who being cn by me duly sworn,did say that he is the Vice President of The Industrial Development Authority of the City of Riverside, Missouri, a public 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 Authority, and that said instrument was signed and sealed in behalf of said Authority by free .o act and deed of said Authority. G) WITNESS my hand and official seal in the County and State aforesaid,the day and year cri first above writt . in. S WAGNER Notary Public Notary Seal STATE OF MISSOURI Clinton County Notary Public Signature (Seal) Commission Expires.Nov. 13,2023 S,ZCI� Pl - Commission#11277184 Printed or Typea Name My Commission Expires:‘tiDuP be( \"5, aoa3 Page 4 JC 17502526.1 Acknowledged and agreed: HORIZONS BUSINESS PARK ASSOCIATION,INC.,a not-for profit Missouri corporation, By: CITY OF RIVERSIDE,MISSOURI (pursuant to authority granted by Section 3.07 of the Declaration) By: - � Kath een L. Rose, Mayor (SEAL) Attes � � Sarah Wagn , eputy City Clerk <A w STATE OF MISSOURI ) cn ) SS. COUNTY OF PLATTE ) On this (a\s-e day of ONINZEC ,2021,before me appeared Kathleen L. Rose,to me cn 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, which has authority to acknowledge and agree to this Partial Release on behalf of the Association pursuant to Section 3.07 of the Declaration,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 the Association, by City by authority of its Board of Aldermen,and said individual acknowledged said instrument to be the free act and deed of said Association • IN TESTIMONY WHEREOF, I have hereunto set my hand and affixe official seal in the County and State aforesaid, the day and year first above written. is My Commission Expires: c\beC \5 ,fa,) SARAH WAGNER Notary Public-Notary Seal STATE OF MISSOURI Clinton County My Commission Expires:Nov. 13,2023 Commission#11277184 Page 5 JC 17502526.1 exhibit a Lot 2, RIVERSIDE SOCCER, a subdivision in the City of Riverside, Platte County, Missouri. 03 C) V 0 4t• U' Legal Description 21052496/43 L1 SpencerFane' ALLISON TANNER File No.5016401.0002 DIRECT DIAL:816-292-8353 ATanner@spencerfane.com October 22, 2021 VIA E-MAIL Kortney Lang Escrow Closer Coffelt Land Title, Inc. 9574 N. McGee Street Kansas City, MO 64155 klanq@coffeltlandtitle.com Re: Closing Instruction Letter Sale of Parcel B/ Lot 2 Riverside Soccer, Riverside, Platte County, Missouri (the "Property") File No. 21052496(the "Commitment") Dear Kortney: As you know, we represent the City of Riverside, Platte County, Missouri ("Seller") in connection with the sale of the Property to KC WFC, LLC, a Kansas limited liability company ("Buyer"). There is no lender involved. The purchase of the Property is scheduled to close on October 22, 2021 (the "Closing Date"). In connection with the closing of the sale of the Property(the"Closing"),we wish to provide Coffelt Land Title, Inc. (the "Title Company" or "you") with the following instructions on behalf of Seller. All documents deposited in escrow by or on behalf of Seller in connection with the Closing are to be handled by the Title Company in accordance with these instructions. By signing and delivering a counterpart of this letter to the undersigned, you acknowledge and agree for the benefit of Seller as follows: I. ESCROW. In connection with the above-referenced transaction, you should have received or will soon be receiving all of the documents necessary to close the above-referenced transaction from or on behalf of Seller(the"Seller's Documents"), including: a. Partial Release of Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District, by and among Seller, The Industrial Development Authority of the City of Riverside, Missouri and Riverside Horizons, LLC, dated October 21, 2021 (the "Partial Release"). b. Special Warranty Deed ("Deed"), executed and acknowledged by Seller; c. FIRPTA Affidavit, executed by Seller ("FIRPTA"); SPENCER FANE LLP 11000 WALNUT, SUITE 1400, KANSAS CITY, MO 64106-2140 1816.474.8100 I FAX 816.474.3216 I spencerlane.com L1 SpencerFane• October 22, 2021 Page 2 d. Evidence of Seller's Authority to consummate the sale of Lot 2 ("Ordinance"); e. Levee Allocation Agreement, executed and acknowledged by Seller; f. Infrastructure Improvement Agreement ("IIA"), executed and acknowledged by Seller; and g. Settlement statement, executed by Seller. Buyer shall deposit with you the following documents related to the sale (the"Buyer's Documents") and its own closing instruction letter: a. Levee Allocation Agreement, executed and acknowledged by Buyer; b. IIA, executed and acknowledged by Buyer; c. Settlement statement, executed by Buyer; d. Funds sufficient to close the above-referenced transaction (the "Funds"). II. CONDITIONS. You shall hold the Seller's Documents in escrow, and shall not release any of them until the satisfaction of all of the following conditions ("Closing Conditions"): 1. Buyer has signed (with acknowledgment, if required) and delivered to you all Buyer's Documents and funds required for the Closing. a. Buyer's Settlement Statement; and b. The Funds have been received by you. 2. You have verified that any blanks in the documents deposited with you by or on behalf of Seller or Buyer have been completed, that all required exhibits have been attached, and documents required to be recorded (collectively, the "Recordable Documents") have been notarized and meet all statutory recording requirements. 3. You have confirmed that the legal description set forth in the Deed is identical to the legal description set forth in the Commitment. 4. Buyer has irrevocably authorized you (subject only to release of the Seller's Documents) to release the Buyer's Documents. 5. You have received confirmation from Seller or the undersigned that all other conditions to Closing have been met. JC 17503829.1 SpencerFane' October 22, 2021 Page 3 If the Closing Conditions have not been satisfied before the close of business on the day following the Closing Date, you are to hold the Seller's Documents in escrow pending further written instructions from the undersigned. III. CLOSING PROCEDURES. Upon satisfaction of the Closing Conditions, you shall do the following: 1. Release the Buyer's and Seller's Documents from escrow; 2. Disburse the Funds in accordance with the executed Settlement Statement; 3. Record the Partial Release and such other documents, if any, as are necessary to release any and all existing liens, security interests and leases on the Property, or have satisfactory assurances that all such release documents will be delivered to you for recordation following your disbursement of the Funds in accordance with the Settlement Statement in the Office of the Platte County, Missouri Recorder of Deeds; 4. Record the Deed, and then record the IIA and the Levee Allocation Agreement in the Office of the Platte County, Missouri Recorder of Deeds. IV. MISCELLANEOUS. 1. If you are provided any documents or items by or on behalf of Seller other than those enumerated in Section I, such documents or items shall be deemed to be Seller's Documents, and you are to hold such documents or items in escrow in accordance with the terms and conditions of this letter agreement. 2. You are to return to Seller the copies of all of the documents deposited with you by or on behalf of Seller, including copies of the Recorded Documents (when available). 3. The undersigned reserves the right to amend or modify these instructions in writing. Please indicate your acknowledgement of these understandings and the unconditional agreement of the Title Company to disburse Funds in conformity with the foregoing terms and conditions by executing and returning to the undersigned a counterpart of this letter provided for such purpose. The undersigned, as well as Seller, will be relying on your execution and return of a counterpart of this letter. Thank you for your assistance with this matter. Should you have any questions, please do not hesitate to contact me. JC 17503829.1 L1 Spencerl=ane October 22, 2021 Page 4 Best regards, *44:), 4.41.0-ore— Allison Tanner AT/at <none> cc: Mike Duffy cc: Brian Koral cc: Kent Shelman cc: Joe Bednar AGREED TO AND ACCEPTED: Coffelt Land Title, Inc. By: �e Authorized e res�e p Printed name: Kortney Lang Date: 10/22/2021 JC 17503829.1 • COFFELT LAND TITLE, INC INDEMNITY AND OWNERS AFFIDAVIT AS TO DEBTS, LIENS AND POSSESSION TO BE HAND COMPLETED PERSONALLY BY SELLER OR BORROWER TITLE COMPANY FILE NO. 21052496 STATE OF COUNTY OF The undersigned, being first duly sworn on oath states: 1. That the statements made herein pertain to real property and improvements thereon ("The Property") in which is vested with an estate, which property is commonly known as: Riverside, MO 64150 and legally described as follows: Note: This Legal Description is shown for convenience only and will be updated upon filing of the new Plat: All that part of Lots 15, 16, Tracts D and 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 to be replatted as: Lot 2, RIVERSIDE SOCCER, a subdivision in the City of Riverside, Platte County, Missouri. 2. That the Affiant(s) are the owners of the property and that the marital status of Affiant(s) (if a person) has not changed since the day of acquisition of the Property. 3. There are no unpaid debts for fixtures, mechanical, electrical, plumbing or other similar systems pertaining to the Property nor for appliances, fences, street paving, or any personal property that is located on the Property, and that no such items have been purchased on time payment contracts, and there are no security interests on the Property secured by financing statement, security agreement or otherwise except as stated below. (If none, then state"NONE") Secured Party Approximate Amount 10.0 4. There are no loans or liens(including Federal or State Liens and Judgment Liens)and no unpaid City, County, State, Federal or other governmental or association taxes or assessments of any kind on the Property except as stated below. Affiant is not aware of any improvements to the Property which may be the basis for special assessment, except as stated below. (If none, then state"NONE") Creditor Approximate Amount DVte 5. All labor and material used in the construction of improvements on the Property have been paid for and there are now no unpaid labor or material claims against the Property, and Affiant hereby declares that all sums of money due for the erection of improvements have been fully paid and satisfied, except as stated below. (If none, then state "NONE") Creditor Approximate Amount tJ o 4f4 Closing Affidavit 21052496 6. There are no judgments against Affiant, nor are there any suits pending, proceedings in bankruptcy or receivership or other proceedings in the Circuit or District Court of the United States for the district in which the Property is located nor in the County, District Court for the State in which the Property is located to which the said Affiant is a party. 7. There is no action, proceeding, or sealed case relating to the Property in any State or Federal Court in the United States nor any State or Federal Judgment or any Federal Lien of any kind or nature whatever which now constitutes a lien or charge upon the Property. 8. There are no outstanding unrecorded instruments that would affect title to the Property at this date. 9. That no one is in possession of the Property other than the Affiant and/or the tenants of said Affiant who occupy same; said tenants being: (indicate name of tenant and whether lease or month to month; if none, state"none") 10. Affiant is not a non-resident alien for purpose of U.S. income taxation, or otherwise subject to Section 1445 of the Internal Revenue Code. 11. Homes Association information: EL There is no active homes association with respect to the above Property ❑ We have never received an assessment or otherwise been notified of an assessment in connection with the Property ❑ Homes association dues in the amount of $ were paid by on the following date: . Such payment was full payment of all amounts due and covered the period beginning and ending ❑ Homes association due (plus penalties and interest, if any) in the amount of$ are due and unpaid, having come due on ❑ No other amounts are now due. 12. Since the date Affiant has owned the Property: a. No improvements (e.g., additions to the house, swimming pools, hot tubs, decks, fences added by either the Affiants or adjoining landowner) have been made to the Property; b. No alterations of the boundaries of fences of the Property have occurred; and c. There are no encroachments, overlaps or boundary line disputes with the adjoining property owners or utility companies, or any other matters that would be disclosed by a current survey and inspection of the property. (If none, then state"NONE") o 13. That no manufactured home and/or mobile home is included in this sale. 14. This affidavit is made and delivered in connection with the sale and/or mortgage of the Property and is expressly provided for the benefit of any and all persons relying hereon, including but not limited to Coffelt Land Title, Inc, its underwriter and reinsurers, and the principals and their agents who are parties to this transaction. Affiant realized that the purchaser and/or lender in this transaction is relying on the representations contained herein in purchasing the Property or lending money thereon and would not Closing Affidavit 21052496 purchase Property or lend money thereon unless said representations were made. If seller or borrower is not an individual,then Affiant represents that Affiant has the authority to sign on behalf of said entity. 15. Affiant(s) agree, jointly and severally, to pay on demand to the purchasers and or lender in this transaction their successors and assigns, all amounts secured by all liens not identified above, together with all loss, cost, damage and expense and attorneys fees that said parties may incur in connection with such unmentioned liens, provided said liens either currently apply to the Property, or a part thereof, or are subsequently established against the Property and are created by Affiant known by Affiant or have an inception date prior to the consummation of this transaction. Affiant hereby requests the issuance of owner's and/or mortgagee's title insurance upon the Property. If said policy or policies are issued without exception therein as to any possible unfilled mechanic's or materialman's liens and any unreleased improvement loans, security agreements, financing statements, continuation statements or other instruments or documents evidencing a secured interest in said real estate or without exception to other standard exceptions appearing in the ALTA ( title insurance forms utilized by Coffelt Land Title, Inc or its underwriter, or without exception to any of the items, if any, disclosed above, then in consideration hereof, and as an inducement for the issuance thereof , said Affiant(s) do hereby jointly and severally, agree to hold Coffelt Land Title, Inc and its underwriter and reinsurers harmless from and to indemnity them for any and all loss, cost, damage and expense of every kind. including attorney's fees, which Coffelt Land Title, Inc its underwriter and reinsurers may suffer or incur or become liable for under said policy or policies now to be issued, or any re-issue, renewal or extension thereof, or new policy at any time issued upon the Property, part thereof or interest therein, arising directly or indirectly, out of or on account of affording such insurance coverage. 16. The correct forwarding address of Affiant(s), if this is a sales transaction, is: cis_c7 n w� J L ,of Rd R � � rn 64-t i so (street) (city) (state) (zip) THE UNDERSIGNED ADMIT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND REALIZE THE LEGAL EFFECT OF ANY MISREPRESENTATIONS AND/OR UNTRUE STATEMENTS MADE HEREIN. THE UNDERSIGNED UNDERSTAND THAT THIS DOCUMENT IS A CONTRACT. IF NOT UNDERSTOOD, PLEASE CONSULT AN ATTORNEY. Affiant(s). City of River ide, Missouri, a Missouri M icipal Corporation BY. Kathleen L. Rose Mayor ACKNOWLEDGMENT On this eiOS ONNt4., 0 (;C\ '' ethleen L. Rose, Mayor of the City of Riverside, Missouri, a Missouri Municipal Corporation to me known to be the same person(s) described herein and who executed the foregoing instrument, and acknowledge that he/she/they executed the same as his/her/their free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official notarial seal at my office in \Z,ve:,(am. f'k,SS c.,.. , the day and year first written. SARAH WAGNER NOTARY PUBLI ve.*-bc-{ \ ") aCl) j Notary Public-Notary Seal My commission expires. `` eot\Cslt3stNek STATE OF MISSOURI Clinton County My Commission Expires:Nov. 13.2023 Commission#11277184 Closing Affidavit 21052496 COFFELT LAND TITLE, INC PROCEEDS DISBURSEMENT INSTRUCTIONS FILE NO.: 21052496 IT IS THE REQUEST OF THE SELLER THAT THE PROCEEDS CHECK BE HANDLED IN THE FOLLOWING MANNER: ❑ The check will be picked up by: Please call at no.: O Please mail the check to the following: WIRING INSTRUCTIONS: Bank: U. S, datl.Y‘ Acct No.: ‘y5Sq‘0%agap Name on Acct: C����► e.vesaie. ClcfgsAAA Routing No.: ♦0\O 00\SI Bank Phone No.:`'iSk41 irk()—aCk(41 ❑ OTHER: • PLEASE DISBURSE OUR PROCEEDS ACCORDING TO THE INSTRUCTIONS WRITTEN ABOVE. Provided that the funds are wired transferred in accordance with these instructions,Coffelt Land Title, Inc.shall not be liable for any act or omission of any financial institution or any other person,nor shall Coffelt Land Title,Inc.have any liability for loss of funds or interest there on. In no event will damages exceed interest at a rate equal to Federal Funds Rate,adjusted daily,for the number of days that such funds are unavailable.The undersigned shall indemnify and hold harmless Coffelt Land Title,Inc.,its successors or assigns,from any loss,liability and costs incurred as a result of any incorrect information supplied. In no event shall Coffelt Land Title,Inc. be liable for any special,consequential, indirect for incidental damages, regardless of any claim is based on contract or tort whether the likelihood of such damage was known to Coffelt Land Title,Inc. City of Riv rside, Missouri,a M• sou ' unicipal Corporation BY: • Kat een L. Rose Mayor Subscribed and sw to before me this Wil" O c QXXc oec 'A\ otary Public SARAH WAGNER hpver,C Notary Public-Notary Seal My commission expires: ZI �3 STATE OF M15SOURJ Clinton County My Commission Expires:Nov. 13,2023 Proceeds Disbursement Instructions COQ188100#I1277184 21052496 1m Recorded in Platte County,Missouri Recording Date/Time:10/25/2021 at 08:10:03 AM Instr Number: 2021020174 '" Book: 1367 Page: 427 PDER OP��Fo Q• tt N Type: DE AGMT ` '1 Pages:6 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: October2021 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, Missourijaccording 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 undcr 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 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 $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 of 9.72381%;and CO 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, in connection with the purchase of New Tract A by KC WFC on September 17, -17 2021, that certain Agreement Allocating Benefits for Levee District Tax Assessments Relating to 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, 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 Ncw 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 or 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 6"-"6""JC 17503459.3"""JC 17503459.3 2. 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 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. Legal Description of New Tracts. The legal descriptions for the New Tracts are as follows: CO New Tract A(+/- 529,703 sq.ft.): _Lot 1 Riverside Soccer,a subdivision in the City of Riverside, Platte County,Missouri New Tract B(+/-565,330 sq. ft.): Lot 2 Riverside Soccer,a subdivision in the City of Riverside,Platte County, Missouri y 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: 3 6"-"6""IC 17503459.3"""IC 17503459.3 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 1.05792%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) CC1 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 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 and all persons claiming under or through them. 6. 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. 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 6"-"6""JC 17503459.3"""IC 17503459.3 IN WETNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of the parties as of the date first above written. CITY OF RIVERSIDE, MISSOURI KC WFC TRAINING,LLC By: By: Kathleen L. Rose,Mayor ASIVisagtOtakasibed 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. WITNESS my hand and official seal in the County and Stare aforesaid, the day and year first CO above written. _ _ W Notary Public Signature (Seal) G, Printed or Typed Name My Commission Expires: v STATE OF 6rt ( S ) ss. COUNTY OF 17,41dSO-1 ) ON THIS ZZ day of October, 2021,before me,the undersigned, a Notary Public in and for said county and state, personally appeared ' .I R to me personally known,who being by me duly sworn, did say that she is the , ;r ..•:{►?!? 1 KC WFC Training, LLC, a Kansas limited liability company, and that the foregoing instrumei wa signed on behalf of said limited liability company, by authority of its members,and she acknowledged said Instrument 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, ary Pu is Signature (Seal) Printed yped Name My Commission Expires: a3.4y-tat NOTARY PUBLIC•State of KanQas gTACYRRENE BRICE My,fit.E PAr .» S 6"-"6""IC 17503459.3 ""IC I7503459.3 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 VERSIDE,MIS 0,ja KC WFC TRAINING,LLC Air By: - AVAL • / 4 By: a een L.Rose,Mayo STATE OF MISSOURI ) )ss. COUNTY OF PLATTE ) ON THIS =fly 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. -hand-end-offi ial seal in the Coun and State aforesaid, the day and year first (� above writtenS�HWAGNER T. Notary Public-`Notary Seal STATE OF MISSOURI Votary Public Signature - rn (Se Clinton County- v 14ty Commission Expires:Nov.13,2023 sec ah fi +( Commission#1 12771.84 - G) Printed or Typed Name My Commission Expires: dhoti ICOC V5„"AP-KS 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 American Land Title Association ALTA Settlement Statement-Combined Adopted 05-01-2015 Coffelt Land Title,Inc ALTA Universal ID: 9574 N.McGee Kansas City, MO 64155 File No/Escrow No. : 21052496 Print Date&Time: October 22,2021 11:55 am Officer/Escrow Officer: Kortney Lang Settlement Location• 9574 N.McGee Kansas City, MO 64155 Property Address: Riverside,MO 64150 Buyer: KC WFC Training,LLC Attn:Amber Cox 9120 Nieman Road Overland Park,KS 66214 Seiler: City of Riverside, Missouri,a Missouri Municipal Corporation Riverside,MO 64150 Lender: Settlement Date: October 22, 2021 Disbursement Date: October 22,2021 • Seller Description Buyer Debit Credit Debit Credit Financial 706,661.25 Sale Price of Property 706,661.25 Other Loan Charges Efile Fee-B to Coffett Land Title, Inc, • 20.00w Title Charges and Escrow/Settlement Charges 25.00 CPL Fee to Fidelity National Title Insurance 25.00 Company END to Coffelt Land Title, Inc 1,200.00 Land Settlement Closing Fee(B)to Coffelt Title.Inc 300.00 300.00 Settlement Closing Fee(S)__ to Coffelt Land Title, Inc 30.00 Wire/Delivery Fees and Handling to Coffelt Land 30.00 Title,Inc 1,200.00, Owner's Title insurance to Coffelt Land Title, Inc Coverage: 706,661.25 Premium_ 1,200.00_._._.. Government Recording and Transfer Charges Copyright 2015 American Land ThI.Assod.Uon File p 21052496/34 AI eights tamed Page 1 of 2 Printed on 10/22/21 at 11:55:20AM by KLnng • Seller Description Buyer Debit Credit Debit _ Credit Government Recording and Transfer Charges (continued)____ --- 210.00 Recording Fees-WD,Allocating,Partial Release anc IIA to Coffelt Land Title, Inc. • • Seller Buyer Debit r Credit Debit Credit 1,765.00 706,661.25 Subtotals 708,236.25 Due from Buyer 708,236.25 704,896.25 Due to Seller 706,661.25 706,661.25 Totals 708,236.251 708,236 25 Acknowledgement Weil have carefully reviewed the ALTA Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the ALTA Settlement Statement. Well authorize Coffelt Land Title, Inc to cause the funds to be disbursed in accordance with th statement. Buyer KC WFC Training,LLG BY: Seller City of Ri rside,,�,,Mii�ssoo�uri,a Misso unicipal Corporation 2 BY: s~�.��i �itf� K leen L. Rose t Mayor Kortney Lang Escrow Officer Copyright 2015 American Land Tole Association FIB#21052496134 AN rights reserved Page 2 of 2 Printed on 10/22/21 at 11.55:20AM by KLang Acknowledgement We/I have carefully reviewed the ALTA Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the ALTA Settlement Statement. We/I authorize Coffelt Land Title,Inc to cause the funds to be disbursed in accordance with this statement. Borrower KC WFC Training, LLC,a Kansas limited liability company By: ��- Angi .Long,Authorized Signatory Kortney Lang l/ Escrow Officer