HomeMy WebLinkAbout1808 Infrastructure Improvement Agreement with KC WFC Training, LLC and ACFC, LLC BILL NO. 2021-051 ORDINANCE NO. / b 0 6
AN ORDINANCE APPROVING AND AUTHORIZING THE CITY OF RIVERSIDE MISSOURI TO
ENTER INTO AN INFRASTRUCTURE IMPROVEMENT AGREEMENT AND AUTHORIZING
OTHER DOCUMENTS AND ACTIONS RELATED THERETO.
WHEREAS, the CITY OF RIVERSIDE, MISSOURI ("City"), and KC WFC TRAINING, LLC,
a Kansas limited liability company ("KC WFC") and ACFC, LLC. a Delaware limited liability
company (''ACFC"), (KC WFC and ACFC are collectively referred to as the"Developers"), The City,
KC WFC and ACFC are collectively referred to as the -Parties", desire to enter into an Infrastructure
Improvement Agreement (the "IIA"), attached hereto as Exhibit A. and incorporated herein; and.
WHEREAS, Developer and City entered into that certain Development Agreement dated
September 17, 2021 (the"Development Agreement") for certain property as described therein (the
"Property"); and
WHEREAS, Developer intends to execute a Purchase and Sale Agreement for the
acquisition and development of Soccer Complex Phase 2. Parcel B (the"Site"). pursuant to Section
3.4(a) of the Development Agreement; 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"); 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, the City's Purchasing Agent pursuant to Section 135.020 of the Code,
recommends pursuant to Section 135.070(B) of the Code, to the extent the Bidding Procedure for
Construction Projects is required for that portion of the IIA for which Developers are responsible to
design. construct and fund, that it is in the best interest of the City to enter in the I IA without utilizing
the Bidding Procedure for Construction Projects codified in Section 135.090 of the Code for that
portion of the IIA for which Developers are responsible to design. construct and fund; and
WHEREAS, the Board of Aldermen find that the IIA, attached hereto as Exhibit A, and
incorporated herein. recommended by City Staff and agreed to by the Developers. fulfills a public
purpose and will further the growth of the City, facilitate the development of Riverside, improve the
environment of the City, increase the assessed valuation of the real estate situated within the City,
increase the sales tax revenues realized by the City, foster increased economic activity within the
City, increase employment opportunities within the City, enable the City to direct the development of
the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health,
safety, and welfare of its residents and taxpayers; and, has authorized the City to enter into this IIA
with the Developers: and
WHEREAS, the Board of Aldermen, based upon such recommendation of the City's
Purchasing Agent,find and determine pursuant to Section 135.070(B)of the Code,to the extent the
Bidding Procedure for Construction Projects is required for that portion of the IIA for which
Developers are responsible to design, construct and fund, that it is in the best interest of the City to
enter into and execute the IIA without utilizing the Bidding Procedure for Construction Projects
codified in Section 135.090 of the Code for that portion of the IIA for which Developers are
responsible to design, construct and fund.
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN AS FOLLOWS:
SECTION 1 —APPROVAL OF THE IIA. The IIA is found to be in the best interests of the City and
the orderly and lawful economic development of the City and is hereby approved in substantially the
form as Exhibit A, attached hereto and incorporated herein.
Section 2.—WAIVER ISSUED. The Board of Aldermen, based upon such recommendation of the
City's Purchasing Agent, find and determine pursuant to Section 135.070(B) of the Code, to the
extent the Bidding Procedure for Construction Projects is required for that portion of the IIA for
which Developers are responsible to design, construct and fund,that it is in the best interest of the
City to enter into the IIA without utilizing the Bidding Procedure for Construction Projects codified in
Section 135.090 of the Code for that portion of the IIA for which Developers are responsible to
design, construct and fund.
SECTION 3—AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the HA in
substantially the form attached hereto as Exhibit A. The Mayor,the City Administrator, and other
appropriate officers, agents and employees of the City are hereby authorized to take such further
actions and execute such other documents as may be necessary or desirable to carry out and
comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the
City with respect to the HA.
SECTION 4—EFFECTIVE DATE. This Ordinance shall be in full force and effect upon and after its
passage and approval.
BE IT REMEMBERED that the above was 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 191"day of October 2021.
. Kah�nL. Rose, Mayor
T:',
Robin Kincaid, ity Clerk
" ' - Approved as to form:
SSenr Fane LLP,
Spec(atiounsel to the City
by Joe Bednar
2
JC 17503401 1
Recorded in Platte County,Missouri
Recording Date/Time:10/25/2021 at 08:10:03 AM
Instr Number: 2021020175
oPQER OF0FF Book: 1367 Page: 428 o_
Type: DE AGMT ,
Pages: 14 = •
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•
Fee: $63.00 S °ouNTv,‘I;,`"
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
7.,1 052-'4 9t,
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 00
shall be constructed in accordance with the "Municipal Code of the City of Riverside, Missouri" (the
"Code");and
a,
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 bythe Cityand are to the City's acceptance of such public
subjecth'' eP P
Infrastructure Improvements;and
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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,
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 G)
described more fully below and in accordance with the standards and requirements
of the Code. Upon dedication and acceptance,maintenance of the Infrastructure 00
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 4- 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 thc 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 CO
of approximately 100 linear feet as depicted and
described on Exhibit B(from Station 10 .f 00 to Stationen
11 t 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 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
E. 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 co
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, rn
all costs, reasonable counsel fees, expenses and liabilities incurred by thcm 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
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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]
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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)
By: t.1•
0-4/d41?ite-t._,
Kath een L. Rose, Mayor
(SEAL). _ -
Attest:
k�k�.�v
Robin Kincaid,City Clerk
03
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STATE OF MISSOURI ) °�
)SS.
COUNTY OF PLATTE )
On this /VA day of October, 2021, before me appeared Kathleen L. Rose,to me personally known, oo
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 6t4 c-11 ¶ �3
;20 •••PUS•, ROBIN L.lONCAID
. NOTARY ': MY Commission FurpireS
' •.• " March 8 2023
SEAL Clinton County
p,, Commission 015390631
Page 5
JC 17503250.1
"DEVELOPER" KC WFC Training, LLC,a Kansas limited
liability co 4; y:
Name: ' •
TitIe: :K:'"f: rillr..ir:T'! IFI a
STATE OF KANSAS )
)SS.
COUNTY OF 04. )
f
On this ` - I day of 04 ,2021,before me no-. 1,i ; ' 1L to
me personally known,who,being by me duly sworn,did say that she is the , r a .. -� '� , _ r KC
WFC Training,LLC,a Kansas limited liability company,and that she is authorized to sign" e i 'uument
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. CO
IN TESTIMONY WHEREOF,I have hereunto set my hand • affixed my official seal in the County X
and State aforesaid,the day and year first above written. O
'!t,,
J.
en
`', .ry • , C
G)
My �� .
CommissionQQ Ex�pires:
02
NOTARY PUBLIC•State of Karsas
—,►,— STAGY RENEE BRICE
.4 ,*.— My APO.Ekp♦rse�+ _
r
HA
"DEVELOPER" ACFC, LLC,a Delaware limited liability
company.-fir"�'�- e. _,
$y:
Name: 4 . ;1
itic: 4M 1 ��+
T
STATE OF KANSAS )
)SS.
COUNTY OF 3'4105 0 )
On this t61 day of °OVAL ,202l,before me appeared 1I 4 ..i; ,to
Mt personally known,who,being by me duly sworn,did say that she is the ;, ,,. ,►_:!t{!!'Rf' .f
ACFC, LLC,a Delaware limited liability company,and that she is authorized to sign the' ru . nt 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. rr if
I, cr.)
' otary ' blic
r' 0
My Commission Expires: A
D3-o1+ cf N
idQT/ti?Y PUBLIC-State of KseEl 00
gr/4Y RENEE BRi E
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.
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EXHIBIT B
Infrastructure Plan
[See attached.]
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PRZPITYCPOrreLlit
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PROPERTY L«E / .
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LEGEhD
N aTY—RESPONsleLE STREET
DEVELOPER—REWONSSLE STREET
Sous 1•-40a (n!e(w-C4Y ENyAE?motEMr!
PROJECT NO 0Q+ T44 PoYERSIDE SOCLER vami let,or�wwer �. RIVERSIDE.MO '�'s.w�y.,.
Chlan
OwTE. iatanu2+ EXHIBIT A Ra„�.;s,:.n
EXHIBIT C
Landscaping Plan
[See attached.]
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1 0 .5 1 2 "Trees to be planted by the City of Riverside will be a minimum Legend
_me • mom of 1 5"caliper or 15 gallon container spaced a minimum of every
300 0 1 SO MI11111. 600 fO withn the right of way or drainage area north of Parcels A&8 o Proposed Trees
of the Riverside Soccer subdivision.
SCALE 1" = 300'
EXHIBIT A
INFRASTRUCTURE IMPROVEMENT AGREEMENT
3
JC 17503401.1
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
'NTD: Parties to include description of infrastructure for applicable phase.
6"="6""JC 17503295.2"""JC 17503295.2
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
6"="6""JC 17503295.2"""JC 17503295.2
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.
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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]
6"="6""JC 17503295.2"""JC 17503295.2
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:
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"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:
6"="6""JC 17503295.2"""JC 17503295.2
"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:
6"="6""JC 17503295.2"""JC 17503295.2
EXHIBIT A
Legal Description
EXHIBIT B
Infrastructure Plan
6"="6""JC 17503295.2"""JC 17503295.2
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6"="6""JC 17503295.2"""JC 17503295.2
EXHIBIT C
Landscaping Plan
6"="6""JC 17503295.2"""JC 17503295.2