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HomeMy WebLinkAbout1930 Authorizing and Approving an Amended Development Agreement and an Amended Infrastructure Agreement w/KC WFC Training, LLC a nd ACFC, LLCBILL NO. 2023-039 ORDINANCE NO.I7 JD AN ORDINANCE AUTHORIZING AND APPROVING AN AMENDED DEVELOPMENT AGREEMENT AND AN AMENDED INFRASTRUCTURE AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE MISSOURI, KC WFC TRAINING, LLC, AND ACFC, LLC, 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 Amended Development Agreement (the `Amended Development Agreement"), attached hereto as Exhibit A, and incorporated herein, and an Amended Infrastructure Improvement Agreement (the `Amended IIA"), attached hereto as Exhibit B, and incorporated herein related to Parcel B; and. WHEREAS. pursuant to Ordinance 1797, Developers 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, pursuant to Ordinance 1808, Developers and City entered into that certain Infrastructure Improvement Agreement dated October 19, 2021 (the "IIA") for certain property as described therein (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; and WHEREAS, in order for Youth Training operation related to the Site are to be developed, certain public infrastructure improvements to serve the Soccer Complex Development within or adjacent to the project area must be constructed and/or installed, including but not limited to: the construction of public streets, landscaping/streetscaping, public park amenities, and parking lots (collectively referred to as the 'Infrastructure Improvements") all of which shall be constructed in accordance with the `Municipal Code of the City of Riverside, Missouri" (`Code') °), and WHEREAS, to the extent necessary, the Board of Aldermen finds and determines that it is in the best interest of the City to authorize the Amended IIA without requiring City Bidding procedures because of the unique expertise of the current contractor and the savings that will result from price quotes to date that would expire if a new bidding process is required; and WHEREAS, the Amended IIA will be entered into by the parties as well as various Bond Documents executed pursuant to this IIA in order to define the infrastructure to be built and the funding of the construction for such infrastructure: and WHEREAS, the Board of Aldermen find that the Amended IIA, attached hereto as Exhibit B, and incorporated herein, recommended by City Staff and agreed to by the Developers, fulfills a public purpose and will further the growth of the City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers: and, has authorized the City to enter into this IIA with the Developers. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN AS FOLLOWS: SECTION 1 —APPROVAL OF THE AMENDED DEVELOPMENT AGREEMENT. The Amended Development Agreement is found to be in the best interests of the City and the orderly and lawful economic development of the City and is hereby approved in substantially the form as is attached hereto as Exhibit A and incorporated herein. SECTION 1 — APPROVAL OF THE AMENDED INFRASTRUCTURE IMPROVEMENT AGREEMENT. The Amended Infrastructure Improvement 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 is attached hereto as Exhibit B and incorporated herein. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Amended Development Agreement and the Amended Infrastructure Improvement Agreement in substantially the form attached hereto as Exhibit A and Exhibit B respectively. 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 Amended Development Agreement and the Amended Infrastructure Improvement Agreement. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect upon and after its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside. Missouri, this 2011 day of June 2023. Robin Kincaid, bity Clerk K thleen L. Rose. Mayor Ap( rued as to form: Spencer Fane LLP, Special Counsel to the City by Joe Bednar 1C 17518814.1 EXHIBIT A AMENDED DEVELOPMENT AGREEMENT JC 17518814.1 AMENDED AND RESTATED DEVELOPMENT AGREEMENT Between the CITY OF RIVERSIDE, MISSOURI And KC WFC TRAINING, LLC And ACFC,LLC Dated as of June 20, 2023 In connection with the development of the SOCCER COMPLEX DEVELOPMENT AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of June 20, 2023, ("Effective Date"), by and between the CITY OF RIVERSIDE, MISSOURI, a city and political subdivision duly organized and existing under the Constitution and laws of the State of Missouri, and KC WFC TRAINING, LLC, a Kansas limited liability company ("KC WFC") and ACFC, LLC, a Delaware limited liability company ("ACFC"), (KC WFC and ACFC collectively the "Developers'). The City, KC WFC, and ACFC collectively are hereinafter referred to as the "Parties." (All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them Exhibit A of this Agreement.) RECITALS WHEREAS, the City of Riverside adopted the L-385 Levee Redevelopment Plan ("L-385 Plan"), which includes developable property known as "Riverside Horizons"; and WHEREAS, the City has been working since the time of the adoption of the L-385 Plan to develop the Riverside Horizons for the benefit of the citizens of the City of Riverside; and WHEREAS, the City finished an extensive community -wide master planning process that included the Riverside Horizons and was a combination of economic analysis, land use, infrastructure planning and financing, design principles and guidelines, and community input; and WHEREAS, representatives of the Developers submitted to the City a redevelopment proposal; and WHEREAS, Developers proposed to purchase approximately fifty-one (51) acres of land and an option to acquire an additional twenty-five (25) acres located on the east side of Horizon Parkway in Riverside, Missouri, (the "Pro a ") as depicted on the site illustration attached hereto as Amended Exhibit B (the "Development Proposal'), attached hereto and incorporated herein, (the "Purchase"); and WHEREAS, Developers proposed to purchase the Property to develop and use it for the construction and operation of a youth soccer operation for training and tournaments ("Youth Training"), a headquarters and training facility (the "Headquarters") for a professional women's soccer franchise known as the Kansas City Current, (the Youth Training and Headquarters collectively referred to as the "Soccer Complex") and associated commercial use (the "Commercial"); and WHEREAS, Developers shall commence construction on the Headquarters operation within forty- five (45) days of execution of this Agreement for the development of the Property; and WHEREAS, Developers shall commence construction on the Youth Training operation within one (1) year of execution of this Agreement; and WHEREAS, the City desires to develop the approximately seventy-six (76) acres generally bounded by Horizons Parkway on the west, Interstate 635 on the south and east and the north line of Water Street on the north ("Site" as proposed by Developers); and WHEREAS, The Board of Aldermen have determined that the development of the Site as provided for in this Agreement, fulfills a public purpose and will further the growth ofthe City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real 2 JC 17518815.1 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 WHEREAS, the Parties desire to set forth the terms and conditions of development of the Site. AGREEMENT NOW, THEREFORE, in consideration of the premises and promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS AND RECITALS 1.1. Definitions. As used in this Agreement, certain words and terms shall have the meanings, as set forth in Exhibit A, attached hereto and incorporated herein by reference. 1.2. Recitals Incorporated Herein. The Recitals set forth above in this Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.2. 1.3. Exhibits Incorporated. The Exhibits to the Original Agreement are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.3. As Projects are approved and development proceeds which results in an amendment or alteration of a particular Exhibit or the boundaries of an Exhibit, that Exhibit can be replaced with an Amended Exhibit to replace the Original Exhibit to the Original Development Agreement. The Amended Exhibit shall be dated and contain the Ordinance Number which caused the amendment and/or alteration. ARTICLE II DEVELOPERS DESIGNATION AND AMENDMENT OF PLAN 2.1. Developers Designation. The City hereby designates KC WFC and ACFC, as the Developers of the Site to perform or cause the performance of the Development Proposal, illustrated, and depicted within Amended Exhibit B, attached hereto and incorporated herein, in accordance with this Agreement and all required Governmental Approvals. (a) To the extent of any inconsistency among the foregoing, the Parties agree that the more restrictive document shall govern so long as such more restrictive document does not constitute a change to the Redevelopment Plan or any Redevelopment Project as would, as determined by the Board of Aldermen, require further Hearing pursuant to the Real Property Tax Increment Allocation Redevelopment Act, §§99.800 to 99.865 RSMo ("TIF Act"). 2.2. Amendment of 1-385 Plan and PD Zoning Plan. The City agrees to prepare and process, as the City determines necessary, any amendment to the L-385 Plan to accommodate the development of the Development Plan for submission to the Board of Aldermen for their approval. The City further agrees to process, as the City in its sole discretion determines necessary, any amendment to the existing PD Ordinance, the approved zoning plan for the Property, to include the Development Plan for submission to the Board for 3 JC 17518815.1 their approval. The City shall advise the Developer of any proposed amendment contemplated by this section prior to adoption by the Board. In the event such proposed amendment will materially impact the Soccer Complex Development, City shall coordinate with Developer to minimize such impact. 2.3. Market Development Plan. The City recognizes that Developers will market the uses as identified in the Development Proposal and agree that, dependent upon market response, it may be necessary to refine and revise (including revisions to mix of uses and the time schedule for construction and completion of the project) the Development Proposals and Development Plans to accommodate the market as set forth in this Agreement 2.4. Land Sale Riahts. The Parties acknowledge and agree that the City's right to sell any portion(s) of the City owned property in Riverside Horizons, other than Parcels A, B, C, and D ("Soccer Complex Site") and Parcels E, F and G ("Commercial Site"), as each such Parcel is illustrated and depicted within Amended Exhibit B, to Developers or to any other party as the City may determine, is in the City's sole and absolute discretion. 2.5 Plat. The Parties acknowledge that the City is completing a plat (the "Plat") of the Overall Project. The Seller shall, within forty-five (45) days after Closing the sale on Parcel A, record the Plat for the Overall Project in the form reasonably approved by Developer. Developer agrees to reasonably cooperate and execute further documentation necessary to record the Plat. 2.6 Existing Declaration. The Parties acknowledge that certain Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District dated February 13, 2012, recorded as Instrument No. 2012003468 in the Official Records of Platte County, Missouri (the "Existing Declaration"), currently impacts certain Parcels in the Soccer Complex Development. At each applicable PSA Closing, City shall release such Parcel subject to the PSA from the Existing Declaration. Within thirty (30) days of the Effective Date hereof, the City shall enter into a commercially reasonable shared maintenance agreement with the Developer regarding the roundabout located adjacent to Parcel A. 2.7 Financing and Cooperation Agreement. The Parties acknowledge Financing and Cooperation Agreement dated May 1, 2007, by and between City of Riverside, Missouri and The Industrial Development Authority of the City of Riverside, Missouri as Grantors to UMB Bank, N.A., as Trustee, recorded May 9, 2007, as Instrument No. 2007 007219 in Book 1103 at Page 315 (the "Financing Agreement") is recorded against certain Parcels in the Soccer Complex Development. Within thirty (30) days of the Effective Date, the City shall cause the Financing Agreement to be removed from title from any Parcel in the Soccer Complex Development. 2.8 Chapter 100 Financing. The Parties intent upon approval of the Board of Aldermen to enter into certain transactions authorized and pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution, as amended and Sections 100.010 to 100.200 of the Revised Statutes of Missouri, as amended (collectively, the "Act"), through the issuance by the City of taxable industrial development revenue bonds in an aggregate principal amount not to exceed $9,342,000 (the "Bonds") to be utilized to finance the design and construction of improvements for Soccer Complex Phase II as provided for in this Agreement, the related Parcel B Purchase and Sale Agreement and the Parcel B Amended and Restated Infrastructure Improvement Agreement. 2.9 City Obligations Pursuant to Chapter 100 Transactions. The Parties obligations pursuant to the issuance of the Bonds are delineated within the Bond Documents. The City's funding obligations are described in said documents including, but not limited to, Section 4.4 of the Lease Agreement that is included as a Bond Document. 4 JC 17518815.1 ARTICLE III KC WFC AND ACFC PROJECT DEVELOPMENT PLAN 3.1. Undertaking of Developers. Developers hereby agree, subject to the terms and conditions hereinafter provided, to develop, construct, complete a Youth Training, Headquarters and Commercial complex (the Youth Training, Headquarters and Commercial collectively referred to as the "Soccer Complex Development'). 3.2. Source of Funds. The Soccer Complex Development required by this Article III shall be funded by Developers and through the issuance by the City of taxable industrial development revenue bonds in an aggregate principal amount not to exceed $9,342,000 (the "Bonds") to be utilized to finance the design and construction of improvements for Soccer Complex Phase 11 as provided for in this Agreement, the related Parcel B Purchase and Sale Agreement and the Parcel B Amended and Restated Infrastructure Improvement Agreement. The Bonds will be issued pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution, as amended and Sections 100.010 to 100.200 of the Revised Statutes of Missouri, as amended (collectively, the "Act'). 3.3. Soccer Complex Development. The Soccer Complex Development shall be developed, constructed and completed on the Soccer Complex Site in substantial accordance and compliance with the terms and conditions of this Agreement and the subsequent PSAs (as defined below) and IIA (as defined below) that will be executed by the Parties. 3.4. Soccer Complex Phases and Parcels. The Soccer Complex Development shall be developed, designed, and constructed by the Developers in phases (each a "Soccer Complex Phase" or collectively "Soccer Complex Phases") and by land Parcels A, B, C and D to include those components more specifically described in the respective Development Plan for each Parcel, but the Soccer Complex Phases and Parcel development shall generally be as follows: (a) Soccer Complex Phase 1, Parcel A: The first Soccer Complex Phase of the Soccer Complex Development ("Soccer Complex Phase I") shall consist of the Development Plan approved by the Board of Aldermen on September 15, 2021, and may include additional buildings or uses including, but not limited to, a medical office; Soccer Complex Phase 2, Parcel B: The second Soccer Complex Phase of the Soccer Complex Development ("Soccer Complex Phase 2") shall consist of an Academy Building, four (4) soccer pitches, extensions of NW Teal Way Rising and two (2) parking lots consistent with the Development Proposal and the Amended and Restated Youth Soccer Complex Term Sheet with an effective date of May 10, 2023; (c Soccer Complex Phase 3, Parcel C: The third Soccer Complex Phase of the Soccer Complex Development ("Soccer Complex Phase 3") shall consist of six (6) soccer pitches and one (1) parking lot consistent with the Development Proposal; and (d) Soccer Complex 4, Parcel D: The fourth Soccer Complex Phase of the Soccer Complex Development ("Soccer Complex Phase 4") shall consist of yet undetermined uses. 3.5. Development Plan Amendment. After City has granted approval to the Development Plan, it shall not be materially amended or modified without the prior written consent of the City as authorized by the Board of Aldermen. JC 17518815.1 3.6. Standards. The Soccer Complex Development to be constructed within each Soccer Phase shall meet the design, architecture, signage, parking, and landscape standards attached as provided for in the Original Development Agreement's Exhibit D, attached thereto, and incorporated herein pursuant to Section 1.3 of this Agreement, and in accordance with the City Code. 3.7. Developers Report. On an annual basis through the end of the term of the Agreement as set forth in Section 7.1 (or commercial development option as set forth in Section 3.10), prior to April 30 of each year, Developers shall provide to the City a written report substantially similar to that attached as Original Development Agreement's Exhibit E, attached thereto and incorporated herein pursuant to Section 1.3 of this Agreement. If such update is not provided to the City by April 30, the City shall provide notice to the Developers that such report has not been received. In the event Developers fail to provide a written plan, the Developers shall then have thirty (30) days to cure. 3.8. Construction Plans. Construction plans for the Soccer Complex Development shall be prepared by a professional engineer or architect licensed to practice in the State of Missouri. The construction plans and all construction practices and procedures with respect to the Soccer Complex Development shall be in conformity with all Laws and Requirements and shall be submitted to the City for approval. 3.9. Improvements. The City and Developers hereby understand and agree that within each Soccer Complex Phase time is of the essence, the City shall require from the Developers completion of two (2) soccer pitches that shall, subject to Force Majeure delays, at a minimum, be designed, constructed, developed and completed in the first phase of Soccer Complex Phase 1 within twelve (12) months of the execution of this Agreement; provided, however, if Developer fails to construct such soccer pitches in such twelve (12) month period, Developer shall have ninety (90) days to cure the same after written notice from City. 3.10. Governmental Approvals. (a) Developers shall, at Developers' sole cost and expense, obtain all Governmental Approvals needed for the Soccer Complex Development. The City agrees to employ all reasonable efforts to cooperate with the Developers and shall expedite all applications for the Governmental Approvals as received, all in accordance with all Laws and Requirements. (b) Simultaneously with any subdivision, lot split or plat of any part of the Soccer Complex Development, the City and Developers allocate, on a per square foot basis, the total benefits assessed by the Levee District against such portion of the Soccer Complex Development being subdivided, split or platted against the individual tracts or lots existing after such subdivision, lot split or plat; provided, however, no benefits shall be allocated to or assessed against any rights -of -ways held by or on behalf of any governmental entity (however, the City park as depicted in Amended Exhibit B (the "City Park"), shall be subject to the allocation of any assessments). The parties shall enter into and record an Agreement Allocating Benefits for Levee District Tax Assessments Relating to the Riverside Quindaro Bend Levee District of Platte County, Missouri, substantially in the form attached to the Original Development Agreement's Exhibit C (the "Levee Allocation Agreement'), attached thereto and incorporated herein pursuant to Section 1.3 of this Agreement, upon agreement on such Levee District assessment allocations for each Parcel purchased by Developer. 3.11. Substantial Completion. The City shall conduct any and all inspections required to be satisfactorily completed in accordance with the City Code, prior to the issuance of any final permits and approval of improvements. 6 1141VAIMU111 3.12. Soccer Complex Site — Purchase and Sale Agreements. The Parties shall execute a Purchase and Sale Agreement ("PSA") substantially similar to the Original Development Agreement's Exhibit F, attached thereto and incorporated herein pursuant to Section 1.3 of this Agreement, when either of the Developers acquire a parcel within the Soccer Complex Site. The Parcels within the Soccer Complex Site shall be purchased at a price of $1.25 per sq. ft., in the following order ("Soccer Phase") for the following purposes: a) Soccer Phase I: Headquarters and Training Facility, within thirty (30) days of the execution of this Agreement KC WFC, shall execute a PSA for the purchase from the City of +/- 12 acres of Parcel A as illustrated within Amended Exhibit B to this Agreement; b) Soccer Phase II: Youth Training, within 9 months of the execution of this Agreement ACFC shall execute a PSA for the purchase from the City of +/- 13 acres of Parcel B, as illustrated within Amended Exhibit B to this Agreement; c) Soccer Phase III: Youth Training, ACFC shall execute a PSA for the purchase from the City of +/- 18 acres of Parcel C, as illustrated within Amended Exhibit B to this Agreement no later than December 31, 2023; and d) Soccer Phase IV: Youth Training, ACFC shall execute a PSA for the purchase from the City of +/- 7 acres of Parcel D, as illustrated within Amended Exhibit B to this Agreement, no later than September 30, 2024. 3.13. Soccer Complex Site — Land Price. The Soccer Complex Site, +/- fifty (50) acres, shall be purchased by Developers from the City for a price of $1.25 per sq. ft. for such land dedicated to Youth Training and Headquarter usage. For purposes of acquisition price, acreage does not include lake, public parks, trails, and public roads. 3.14. Commercial Development. ACFC shall have the option to purchase Parcels E, F and G, as those Parcels are illustrated and depicted within Amended Exhibit B to this Agreement, but said option expires on December 31, 2023, unless ACFC purchases at least three (3) acres within Parcels E, F or G, prior to December 31, 2023, at which point said option shall be extended up to, and including, December 31, 2024. In Phase I of the Commercial Project ACFC shall purchase Parcel E and develop as follows: a. Retail Food & Beverage: (i) One +/- 5,000 sq. ft. drive-thru ("I' F&B") (ii) One +/- 5,000 sq. ft. drive-thru or casual dining restaurant ("2"d F&B") Construction Commences No later than September 30, 2023 Construction Completion I" F&B - June 30, 2024 2nd F&B - December 31, 2024 b. Lodging 170-200 keys hotel or as otherwise agreed to in writing by the Developer & City Construction Commences Construction Completion: No later than September 30, 2023 No later than September 30, 2025 JC 17518815.1 c. F&B Kiosk Smaller format F&B kiosk adjacent to pond that would operate in conjunction with Youth Soccer Complex 3.15. Commercial Development — Land Price. ACFC shall have the option to purchase all, or a portion of said Parcels E, F and G for $3.50 per square foot for the first ten (10) acres, and for $4.50 per square foot for any additional land dedicated to Commercial usage. For purposes of acquisition price, acreage does not include lake, public parks, trails, and public roads. 3.16. Commercial Land Price & Conditions— Soccer Complex Site. If any portion of the Soccer Complex Site is not utilized for Youth Operations or Headquarters during the Term, the Developer shall pay to the City the price difference between the applicable commercial price provided for in Section 3.15 above, and the Soccer Complex Site price provided for in Section 3.13 above within five (5) days of the Board of Aldermen's approval of the new development plan submitted for the Board's approval (the "Condition Subsequent'). All deeds for the Soccer Complex Site granted pursuant to each PSA shall contain the Condition Subsequent. 3.17. Land Sale Reporting Requirements. During the Term hereof, Developers shall notify the City in writing of any sale of a Parcel in the Soccer Complex Development or any interest therein (a "Subsequent Land Sale") not less than ten (10) days prior to Closing of such Subsequent Land Sale. Said notice shall identify the: (a) Parcel in the Soccer Complex Development sold, transferred, or otherwise disposed, including the total acreage; (b) Subsequent Land Sale purchase price, including the total purchase price and the purchase price per square foot; and (c) Name and address of the person or entity so acquiring any or all of the applicable Parcel in the Soccer Complex Development. ARTICLE IV IMPROVEMENTS - FINANCING — SOURCE OF FUNDS 4.1. Infrastructure Improvements. The planning, scope, and content of the Soccer Complex public infrastructure improvements to be constructed within each Soccer Complex Phase ("Infrastructure Improvements") has not yet been finalized. Therefore, before proceeding with any Soccer Complex Phase, the Parties shall enter into an Infrastructure Improvement Agreement ("IIA") to define in detail the Infrastructure Improvements to be designed, constructed, developed, completed, and operated by the City and the Developers for that particular Soccer Complex Phase in connection with such Soccer Complex Phase. The performance of all activities by Developers hereunder shall be as an independent contractor and not as an agent of the City, except as otherwise specifically provided herein. 4.2. Infrastructure Improvement Agreements. The Parties hereby agree, subject to the terms and conditions hereinafter provided, and more particularly described within the IIA, in substantially the same form as that attached to the Original Development Agreement as Exhibit G, attached thereto and incorporated herein pursuant to Section 1.3 of this Agreement, to construct and complete the certain public infrastructure and other public improvements ("Infrastructure Proiect') for each Phase as follows: JC 17518815.1 (a) Soccer Complex Phase I: Headquarters and Training Facility, the City has installed water, sewer, gas and electric utility lines to the western border of the Parcel A, as illustrated within Amended Exhibit B-1, at which point any additional service extensions necessary on the Property to serve Soccer Phase I of the Development will be done at the Developer's expense. The City shall not be required to build any further infrastructure in or around Parcel A; (b) Soccer Complex Phases II, III and IV: Youth Training: the final allocation of duties and obligations in regard to construction and funding of specific public infrastructure will be finalized at the time the PSA for each Soccer Phase is executed and included as an Exhibit to and incorporated in the relevant PSA and IIA. 43. Infrastructure Issues. As provided for in Section 4.1 of this Agreement, the specific duties, and obligations as to specific components of the Infrastructure Improvements shall be included within the respective IIA executed at the time the PSA for each Soccer Phase is executed, and which will be attached thereto, and incorporated therein. Such subsequent IIA shall include and address the following infrastructure issues and shall generally be as follows: (a) Public Streets. Certain public streets may be installed and constructed ("Street Infrastructure Construction") by Developer in accordance and compliance with the City Code, and as currently planned, depicted and illustrated within Amended Exhibit B, at the time of construction of the Vertical Improvements of each parcel except for Parcel A. Upon Developer's completion of Street Infrastructure Construction, and subject to a finding by the City Engineer after inspection of the Street Infrastructure Construction of compliance with the City Code, the City shall accept and maintain such streets that are in accordance with the City Code. (i) The City shall establish, solely at the City's cost, a secondary vehicular access point no later than the completion of construction of the Vertical Improvements of Parcel B by the Developer; and (ii) The City shall establish, solely at the City's cost, a third vehicular access point, to be completed no later than the completion construction of the Vertical Improvements of Parcel C by the Developer, or as otherwise required by the IIA. (b) Landscaping/Streetscaping. The City shall, solely at the City's cost, install trees to shield site from warehouses as illustrated within Amended Exhibit B-2 to this Agreement to be completed simultaneously or no later than the completion of construction of the Vertical Improvements of Parcel B by the Developer. (c) Public Park Amenities. The City shall construct, solely at the City's cost, a public park with amenities to be detailed in the IIA executed and attached to and incorporated in the PSA for Soccer Phase III of the Development Proposal, and to include, solely at the City's cost, connection(s) to trails and bike paths to be completed no later than the completion of construction of the Vertical Improvements of Parcel C by the Developer. (d) Parking Lot. The City shall construct a public parking lot (the "City Parking Lot"), solely at the City's cost, within Parcel B as illustrated and depicted within Amended Exhibit B, and as more specifically provided for in the IIA for Parcel B to support the parking needs of public park land to be completed no later than completion of the construction of the Vertical Improvements of Parcel B by the Developer. The Developer shall maintain the City Parking Lot, provided that the public street running through the City Parking Lot shall be maintained by the 9 JC 17518815.1 City. The City shall construct the City Parking Lot of 416 spaces (or more or less if agreed upon in writing by the Parties and included withing the appropriate IIA) at an agreed upon location in accordance with the City Code as provided for by the IIA executed for Parcel C. 4.4. Infrastructure Improvement Agreement -Terms. The Parties hereby agree that the work required to satisfy the Public Infrastructure obligations of the IIA shall be completed within the timeframe proscribed by the respective IIA. 4.5. Modification or Amendment. The IIA shall not be amended or modified without the prior written consent of the Board of Aldermen as reflected in a duly adopted lawful Ordinance, which consent shall not be unreasonably withheld or delayed, and full compliance with all Laws and Requirements. . 4.6 FundinE. The City may utilize the authority and power granted by Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the Revised Statures of Missouri, as amended (collectively, the "Act") to purchase, construct, extend and improve certain projects (as defined in the Act) and to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, office industries, warehousing and industrial development purposes upon such terms and conditions as the City deem advisable. The Parties are authorized pursuant to the Act and this Agreement to enter into and execute such other agreements ("Bond Documents") necessary to effectuate the purpose of the Act and this Agreement, and subsequent respective PSA's and IIA's for each phase of the Soccer Complex Development. ARTICLE V PROJECT CONSTRUCTION IMPLEMENTATION 5.1. Desian Professionals. Unless otherwise provided for within the Infrastructure Improvement Agreement executed for each specific Phase pursuant to and in conjunction with each Phases respective Purchase and Sale Agreement, Developers shall select such architects, engineers and other design professionals and consultants as are necessary to provide construction documents and construction oversight services for the construction of the Street Infrastructure Construction to be designed, constructed and completed by Developers in, on or about the Soccer Complex Development pursuant to the IIA executed for each specific Phase pursuant to and in conjunction with each Phases respective Purchase and Sale Agreement. Unless otherwise provided for within the Infrastructure Improvement Agreement executed for each specific Phase pursuant to and in conjunction with each Phases respective Purchase and Sale Agreement, all agreements respecting architectural and engineering services shall be between Developers and such persons, and a copy of each such agreement shall be timely provided to the City upon a request for the same. Developers have selected Olsson & Associates as the principal engineer for the Infrastructure Improvements (the "Principal Engineer). If not a party to an agreement to provide services in accordance with this Section 5.1, the City shall be named as a specific third -party beneficiary on any agreements to provide services in accordance with this Section 5.1. 5.2. Permits and Reviews. The Developers or their General Contractor shall procure and pay for any and all permits, licenses or other forms of authorizations that are, from time to time, required; and that nothing herein shall be construed as any release by the City of the responsibility of Developers to comply with, and satisfy the requirements of, all Laws and Requirements. The City and Developer shall employ all reasonable efforts to cooperate with each other in order to expedite any permits, zoning changes, entitlements, and approvals requested by Buyer in connection with the Property. IN JC 17518815.1 ARTICLE VI MARKETING, PURCHASE AND SALE 6.1. Development Use Restrictions. Developers hereby understand and agree that the nature of the Headquarters and public infrastructure and park components of the Soccer Complex Site are critical to the approval of this Agreement and shall be subject to the use restrictions mutually agreed to between the Parties. At the time, the Soccer Complex Site is platted, Developers and the City shall execute a document which shall memorialize the restrictions set forth in this Section and record the same against the Soccer Complex Site. 6.2. Purchase of Property. The Developers and City shall enter into a PSA vesting Developers with the right to purchase all or a portion of the Soccer Complex Development subject to the satisfaction of the contingencies to closing described in Section 6.3 below. 6.3. Conditions to Closine each Soccer Complex Phase. (a) Not less than thirty (30) days prior to Closing, Developers shall provide a written notice to City identifying the parcel of the Soccer Complex Development to be closed upon consistent with Section 6.2 above and identify the developing party ("Closing Notice"). It shall be the responsibility of City to provide the legal description for such parcel subject to the Closing Notice. (b) The City's obligation to close the sale of the Soccer Complex Development which will be developed by Developers, or a Developers Affiliate is conditioned upon satisfaction of each of the following conditions by Developers at or prior to the Closing Date under the applicable PSA, or such earlier date as is specified with respect to a particular condition: (i) None of the representations and warranties of the Developers set forth in Section 11.2 herein shall be untrue or incorrect in any material respect; (ii) The Developers shall not be in default of any its covenants, agreements, promises and obligations under this Agreement; (iii)The Soccer Complex Phase which shall comply with the design criteria no later than ten (10) days prior to Closing; and (iv) Parcel(s) to be purchased by Developers as described in the Closing Notice shall have been platted in accordance with applicable state and municipal law by City. In cases where the Soccer Complex Site will be purchased and/or developed by an independent third party, the City and Developers agree that the City's obligation to close the sale of such property is conditioned upon the independent third parry's satisfaction of the same terms and conditions of this Agreement to which the Developers are obligated, unless otherwise agreed to in writing by the Parties and the independent third party. 6.4. Covenant to Commence and Complete Construction. (a) The Developers covenants to commence, and diligently pursue, construction of Vertical Improvements on each Parcel upon which by Developers, or a Developers Affiliate, purchases from the City in the Soccer Complex Development within one (1) year of the applicable I JC 17518815.1 transfer of such Parcel to Developer, subject to Force Majeure delays. The conveyance of Parcels B and C as identified illustrate and depicted within Amended Exhibit B, shall be subject to a reversionary interest in the event that Developer fails to timely commence construction within (1) year of purchasing such parcel; provided, however, that in the event City exercises such reversionary right, City shall reimburse Developer for the purchase price for such Parcel. Developer shall diligently pursue all construction to completion. 6.5. Taxes/Incentives/Levee District Assessments/Prorations at Closing. (a) Developers shall pay all taxes and assessments levied on the purchased property after the applicable Closing. As an incentive for the Developer's execution of its duties and responsibilities delineated in Article III and IV of this Agreement, through tax year 2028, the Developer shall receive a payment from the City equal to the greater of (i) sixty percent (60%) of the total ad valorem property taxes (excluding special assessments) or PILOTS paid on the Soccer Complex or (ii) the amount of the total ad valorem property taxes (excluding special assessments) or PILOTS paid on the Soccer Complex over $40,000 per year growing at a rate of two (2) percent per year on the Soccer Complex. City will work with Developer to properly characterize the Soccer Complex Site to minimize property tax exposure. (b) Developers acknowledge that the Soccer Complex Development is subject to annual special assessments and taxes by the Levee District. The amount of taxes and assessments attributable to each tract of land is determined based upon the benefits assessed against such tract on the records of the Levee District. Developers acknowledge and agree that all such special assessments and taxes shall be imposed against each Soccer Complex Development acquired by Developers and no portion of any special assessment or tax shall be levied against any right-of-way or easement obtained or reserved, now or in the future, by the City. This Section shall survive Closing and termination of this Agreement. (c) The City shall be responsible for all real estate taxes and special assessments due and payable for years prior to the year in which applicable Closing occurs and for the then current year to the extent then billed, provided, however, that taxes and assessments for the tax period in which a Closing occurs shall be prorated, with the City, as applicable, being responsible for the period through the day preceding Closing, and the Developers responsible for the period commencing on the date of Closing, in all cases in accordance with the applicable PSA. If not yet billed, Developers shall be responsible for all taxes and special assessments due and owing for the year in which a Closing occurs, subject to proration as provided above at Closing. In the event taxes and assessments for the tax period in which a Closing occurs are not available at the applicable Closing Date, then they shall be presumed to be the same as those for the last preceding tax period for which the amount of taxes and assessments is known; provided, at such time as the actual taxes and assessments become known after such Closing Date, the parties shall re -prorate such amounts and remit payment as is appropriate. 6.6. Developers Waiver of Due Diligence. The Developers acknowledges that Developer's engineers are familiar with the Soccer Complex Site. Further, Developers acknowledges that Developers are aware of the condition of the L-385 Levee Project. If there is a need for future repairs, Developers understand that the costs of any future repairs to the Levee Project, if needed as determined by the Corps of Engineers, may be assessed against the property owners within the District, including the Developers. Developers waive any claim against the City with respect to the Levee Project and Developers agree to close on the purchase of each Soccer Complex Development without regard to the status of the Levee Project. It is acknowledged and agreed that at closing 12 JC 17518815.1 and recordation of any particular tract within the Soccer Complex Development, the City makes no warranties or representations as to the real property transferred, express or implied, and Developers shall accept and acquire each Soccer Complex Site "AS IS, WHERE IS" without representation or warranty from the City of any kind, except as expressly set forth herein or in each applicable PSA. Developers may make such inspections of and testing on the Property to determine that the Property as to which Developers are contemplating giving a Closing Notice is suitable for Developers' purposes in all respects, including, without limitation, obtaining a survey or surveys, investigation of flood plain and drainage conditions; underground geologic conditions; environmental conditions; zoning, availability of electric, natural gas, water, sanitary sewer, storm drainage, telephone, cable television, internet and other utilities, for construction of Developers' planned development of the Land. Developers may perform any due diligence as provided in the applicable PSA. City hereby grants to Developers the right to enter upon the Soccer Complex Development to make inspections thereof or for other purposes incident to Developers' requirements relative to the acquisition and use of the any of the Soccer Complex Development. Developers hereby indemnify the City against and agrees to defend and hold City harmless from all claims, costs, expenses, injuries, accidents or damage, and shall repair any physical damage, to or on the Soccer Complex Development caused by Developers or Developers' inspecting agents or contractors during Developers' inspections, which obligations shall survive Closing as to a portion of the Soccer Complex Development and any termination of this Agreement, any other provision hereof to the contrary notwithstanding; provided, however, that Developers shall not have any liability for any disclosures of existing environmental or other conditions pertaining to the Soccer Complex Development that result from Developers' investigations of the Soccer Complex Site or discussing such conditions with Developers' consultants, governmental officials or other interested parties. Developers' inspection activities will be conducted upon reasonable advance notice to City and shall take reasonable precautions to limit interference with the ongoing operations of the Property, if any, and will not violate any of the rights of the tenants of the Property, if any. ARTICLE VII SOCCER COMPLEX DEVELOPMENT - USE AND OPERATION 7.1. Term. The Term of this Agreement shall commence on the Effective Date and shall expire upon December 31, 2029, unless otherwise extended as agreed to in writing by the Parties (the "Term"). 7.2. Use and Operation. Developers covenant that at all times during the Term they shall, at their expense: (a) Conduct its business at all times in a manner and in conformity with professional standards and in such manner as to maximize use and to help establish and maintain a high reputation for the Soccer Complex Development. (b) Make commercially reasonable efforts to occupy or cause the Soccer Complex Development to be occupied a commercially reasonable time after the Completion Date associated with each Soccer Complex Phase. (c) Perform its duties to maintain the Soccer Complex Development as set forth in Section 7.4. 13 JC 17518815.1 (e) Perform its duties to repair, restore and replace portions of the Soccer Complex Development as set forth in Section 7.10. (f) Secure a binding agreement from each tenant, owner or operator of a retail store, office or other facility in the Soccer Complex Development (each an "Operator'), which agreement (individually, an "Operator Agreement" and collectively, the "Operator Agreements") shall contain provisions with respect to EATS, PILOTs and Sales Taxes payable to the City in connection with sales made or services furnished from, or in, on or about, or respecting the Soccer Complex Development or any expansion thereof, that each Operator, in its Operator Agreement, shall provide such information to the City. 7.3. Compliance. The Developers shall conduct its affairs and carry on its business and operations in such a manner as to comply with all Laws and Requirements, and to observe and conform to all valid orders, regulations or requirements (including, but not limited to, those relating to safety and health) of any Government Authorities applicable to the conduct of its business and operations and the ownership of the Project; provided, however, that nothing contained in this Agreement shall require the Developers to comply with, observe and conform to any such law, order, regulation or requirement of any Government Authorities so long as the validity thereof shall be contested by the Developers in good faith by appropriate proceedings, and provided that such contest shall not materially impair the ability of the Developers to meet its obligations under this Agreement. Developers agree to promptly pay any and all fees and expenses associated with any safety, health or other inspections required under this Agreement or imposed by Law and Requirements. 7.4. Maintenance of the Property by Developers. The Developers shall remain in compliance with all provisions of the City Code relating to maintenance and appearance of the Soccer Complex Development that it owns during the term of this Agreement. Upon substantial completion of any part of a Soccer Complex Phase and so long as this Agreement is in effect, the Developers or its successor(s) in interest, as owner or owners of the affected portion(s) of the Soccer Complex Development, shall but subject to any delay caused by an event of Force Majeure, maintain or cause to be maintained the buildings and improvements within Soccer Complex Site in a good state of repair and attractiveness and in conformity with all Laws and Requirements. If there are separately -owned or ground -leased parcels of real estate on the Soccer Complex Development during the term of this Agreement, each owner or lessee as a successor in interest to the Developers shall maintain or cause to be maintained the buildings and improvements on its parcel in a good state of repair and attractiveness and in conformity with all Laws and Requirements. This provision shall survive termination of this Agreement. 7.5. Maintenance by the City. (a) The City will own and maintain the lakes, trails, and canals throughout the project as well as the park ground in a good state of repair and in accordance with applicable state and local laws, ordinances, and regulations. City will maintain landscaping on all publicly owned land a good state of repair and in accordance with applicable state and local laws, ordinances, and regulations. The City may contract this function to Developers if the parties can reach an agreement acceptable to both; however, once the Developers reached 50% build out of all phases of the project, then Developers will have the option to directly control the landscaping contract for the lakes, trails, and canals. (b) The City and Developers may enter into cross access easement and maintenance agreements with neighboring landowners and each other. As the development progresses, this agreement will cover the pro-rata share of maintenance costs relative to the completion of the projects provided for in the IIAs executed for each phase. 14 JC 17518815.1 (c) The City shall maintain all streets on the Property, including the streets in the City Parking Lot in a good state of repair and in accordance with applicable state and local laws, ordinances, and regulations. 7.6. Payment of Taxes and Other Charees. Developers shall pay or cause to be paid, as they become due and payable, all taxes, assessments and other governmental charges lawfully levied or assessed or imposed upon the Developers or the portion of the Soccer Complex Development owned or controlled by Developers or any part thereof or upon any income therefrom. Developers agree that for purposes of evaluation of the Soccer Complex Development, either the replacement cost approach or the income approach shall be used to determine value for purposes of taxation. If Developers desire to appeal the value for purposes of ad valorem taxation determined by the county assessor, the Missouri State Tax Commission, the courts or appraiser, Developers and the City hereby agree that such valuation shall be based upon a value determined by one or both methods. 7.7. Payment of Obligations Pursuant to The IIA. During the Term, the Developers shall promptly pay or otherwise satisfy and discharge all of its obligations and all demands and claims against it arising from the Developers' obligations pursuant to the IIA as and when the same become due and payable, unless the validity, amount or collectability thereof is being contested in good faith or unless the failure to comply or contest would not materially impair its ability to perform its obligations under this Agreement nor subject any material part of the Soccer Complex Site to loss or forfeiture. 7.8. Licenses and Permits. During the Term, the Developers shall procure and maintain all licenses and permits, and conduct or cause to be conducted, all inspections and/or investigations required by Laws and Requirements or otherwise necessary in the operation of its business and affairs in, on or about the Soccer Complex Development. 7.9. Insurance. During the period of construction of the Soccer Complex Development, including, but not limited to, the construction of Street Infrastructure Construction, the Developers shall maintain or cause to be maintained insurance with respect to the obligations pursuant to the Soccer Complex Development and IIA and operations covering such risks that are of an insurable nature and of the character customarily insured against by organizations operating similar properties and engaged in similar operations (including but not limited to property and casualty, worker's compensation, general liability and employee dishonesty) and in such amounts as, in the reasonable judgment of the Developers, are adequate to protect Developers, the City and the Soccer Complex Development. Each policy or other contract for such insurance shall (i) name the City as an additional insured (with respect to liability insurance), and (ii) contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such insurer, such policy or contract shall continue in force for at least thirty (30) days after written notice of cancellation to the Developers and each other insured, additional insured, loss payee and mortgage payee named therein. Developers shall provide written notice to the City within ten (10) days of the cancellation of any insurance required under this Section 7.9. 7.10. Damage or Destruction. (a) In the event of damage to or destruction of any portion of the Soccer Complex Development resulting from fire or other casualty during the Term, or in the event any portion of the Soccer Complex Development is condemned or taken for any public or quasi -public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid to the Developer. 15 JC 17518815.1 (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a Casualty (the "Damaged Facilities"), Developers, at its sole cost and expense, after receipt of such insurance or condemnation proceeds shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities to their condition immediately prior to the Casualty. (c) The obligations in this Section 7.10 are limited to only those portions of the improvements that are owned and controlled by KC WFC, LLC, ACFC, LLC, or a Developers Affiliate. 7.11. Indemnity. The Developers shall pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless from and against all loss, liability, damage or expense arising out of (a) the design, construction and completion of the Soccer Complex Development by Developers, (b) the use or occupation of the Infrastructure Improvements by Developers or anyone acting by, through or under it, (c) damage or injury, actual or claimed, of whatsoever kind or character occurring after a Closing, to persons or property occurring or allegedly occurring in, on or about such applicable Soccer Complex Site, (d) any breach, default or failure to perform by Developers under this Agreement, and (d) any act by an employee of the City at the Soccer Complex Site which are within or under the control of Developers or pursued for the benefit of or on behalf of the Developers; provided, however, Developers shall not pay, indemnify and save the City and its governing body members, directors, officers, employees and agents harmless from and against any loss, liability, damage or expense arising out of City's gross negligence or willful misconduct. The Developers shall also pay and indemnify and save the City and its governing body members, directors, officers, employees and agents harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred by them or by the Developers in any action or proceeding brought by reason of any such claim, demand, expense, penalty or fine. If any action or proceeding is brought against the City or its governing board members, directors, officers, employees, or agents by reason of any such claim or demand, the Developers, upon notice from the City, covenants to resist and defend such action or proceeding on demand of the City or its governing body members, directors, officers, employees, or agents. Nothing in this section shall constitute a waiver of governmental or official immunity of the City or its officers or employees. 7.12. Environmental Matters. (a) Developers acknowledge City has procured Existing Environmental Reports on the Soccer Complex Site. City represents and warrants to City's knowledge, and as set forth in the Existing Environmental Reports: (i) there are no Hazardous Substances or underground storage tanks in, on or under the Property, except those that are in compliance with Environmental Law; there are no past, present or threatened releases of Hazardous Substances in, on under or from the Property which has not been remediated in accordance with Environmental Law; there is no threat of any release of Hazardous Substances migrating to the Property; (iv) there is no past or present non- compliance with Environmental Law, or with permits issued pursuant thereto, in connection with the Property which has not been remediated in accordance with Environmental Law; (v) City 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, of possibility liability of any Person pursuant to any Environmental Law in connection with the Property; and (vi) no remediation has ever been recommended or required BY ANY STATE OR FEDERAL AGENCY OR IN CONNECTION WITH ANY ENVIRONMENTAL LAWS in connection with the Property. (b) The Developers: (i) shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, 16 JC 17518815.1 upon, under, over or from the Property in violation of any Environmental Law; (ii) shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Environmental Law; (iii) shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Law; (iv) shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Environmental Law; and (v) shall comply with all other Environmental Laws which are applicable to the Soccer Complex Development. The Developers shall indemnify the City against, shall hold the City harmless from, and shall reimburse the City for, any and all claims, demands, judgments, penalties, fines, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by the City (prior to trial, at trial and on appeal) in any action against or involving the City, resulting from any breach of the foregoing covenants or from the discovery of any Hazardous Substance, in, upon, under or over, or emanating from, the Soccer Complex Development, whether or not the Developers is responsible therefor, it being the intent of the Developers and the City that the City shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or clean-up of, or otherwise with respect to, Hazardous Substances, which Hazardous Substances are then or subsequently present on such parcel of the Soccer Complex Development at the time of and thereafter following such applicable Closing. The foregoing covenants contained in this Section shall be deemed continuing covenants, representations, and warranties for the benefit of the City and any successors and assigns of the City, and shall survive the termination, satisfaction or release of this Agreement, or any other instrument. ARTICLE VIII SPECIAL DISTRICTS 8.1. Community Improvement Districts. The Parties will work cooperatively to form a Community Improvement District ("CID") as authorized pursuant to Sections 67.1401 to 67.1571 the Community Improvement District Act ( the "CID Act"). 8.2 Community Improvement District Revenue and Use. Use of CID revenue may be used as authorized pursuant to the CID Act and the Board of Directors for the CID, including but not limited to administrative costs of district, the Rent paid to satisfy Chapter 100 Bond obligations, then as approved by the CID Board, reimbursement of other eligible costs of the Soccer Complex Development, then to fund other eligible transportation and infrastructure and maintenance costs incurred within the District. 8.3 Term of the Community Improvement District. The term of the CID shall be for twenty- seven (27) years and may be renewed as authorized by law. 8.4 Term of Years for Community Improvement District Sales Tax. The term of years for any Sales Tax authorized by the CID shall be for twenty-seven (27) years and may be renewed as authorized by law. 8.5. Transportation Development District. The Parties will work cooperatively to form and utilize a Transportation Development District ("TDD") as authorized pursuant to Sections 238.200 to 238.275 the Missouri Transportation Development District Act ( the "TDD Act"). 8.6 Transportation Development District Revenue and Use. Use of TDD revenue may be used as authorized pursuant to the TDD Act and the Board of Directors for the TDD, including but not 17 JC 17518815.1 limited to administrative costs of district, the Rent paid to satisfy Chapter 100 Bond obligations, then as approved by the TDD Board, reimbursement of other eligible costs of the Soccer Complex Development, then to fund other eligible transportation and infrastructure and maintenance costs incurred within the District. 8.7 Term of the Transportation Development District. The term of the TDD shall be for twenty-seven (27) years and may be renewed as authorized by law. 8.8 Term of Years for Transportation Development District Sales Tax. The term of years for any Sales Tax authorized by the TDD shall be twenty-seven (27) years and may be renewed as authorized by law. ARTICLE IX DEFAULT AND REMEDIES 9.1. Default Provisions. A party shall be in default under this Agreement if: Lal General Default. In the event of any default in or breach of any term or conditions of this Agreement by any party, or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other parties specifying such default or breach, proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of notice, cure or remedy such default or breach. In the event that the default or breach is of such a nature that it cannot reasonably be cured within such thirty (30) day period, then provided that the defaulting party diligently and in good faith commenced the cure or remedy of such default or breach within such thirty (30) day period and diligently pursues such cure or remedy, the period for cure shall be extended for such period of time to cure. In the event that a default or breach of Developers is of such a nature that it cannot reasonably be cured within such thirty (30) day period, Developers shall provide the City a written plan to cure any default or breach expected to take longer than thirty (30) days to cure such breach. () Developers Bankruptcy or Insolvency Default. It shall be deemed an event of default if Developers shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within sixty (60) days; or Developers generally is not paying its debts as such debts become due; or Developers makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developers and such appointment is not dismissed within sixty (60) days (each of the events described in this subparagraph being deemed a default under the provisions of this Agreement). 9.2. Developer Remedies in the Event of Default. The rights and remedies reserved by the Developer hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. The Developer shall be entitled to any remedy at law and equity for any breach of any of the provisions of this Agreement, including without limitation, the right of Developer to offset any damages incurred by the Developer as a result of City's breach against any amounts due to Developers 18 JC 17518815.1 hereunder. Failure by the City to enforce any such rights reserved under this Section 9.2 shall not be deemed a waiver thereof. 9.3. City Remedies in the Event of Default. The rights and remedies reserved by the City hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. The City shall be entitled to any remedy at law and equity for any breach of any of the provisions of this Agreement, including without limitation, the right of City to offset any damages incurred by the City as a result of Developers breach against any amounts due to Developers hereunder; provided, however, that the City shall not have the right to terminate this Agreement if Developer is substantially performing its obligations under this Agreement to cause the development of the Soccer Complex Development. Failure by the City to enforce any such rights reserved under this Section 9.3 shall not be deemed a waiver thereof. 19 JC 17518815.1 ARTICLE X REPRESENTATIONS AND WARRANTIES 10.1. City Representations and Warranties. The City hereby represents and warrants to the Developers, which representations and warranties are true and correct as of the date of this Agreement and shall remain true and correct at all times until the final Soccer Complex Development Closing Date, unless an earlier termination date is specified with respect to a particular representation and warranty: (a) The City is a political subdivision of the State of Missouri, duly organized and validly existing under the Constitution and laws of the State of Missouri. The City has all requisite power and authority to carry on its business as now being conducted. (b) The City is not prohibited from consummating the transactions contemplated in this Agreement, by any law, regulation, agreement, instrument, restriction, order, or judgment. (c) The City has full right, title, authority, and capacity to execute, deliver and perform this Agreement and to consummate all the transactions contemplated herein. (d) This Agreement has been duly executed and delivered by the City, and assuming due authorization, execution, and delivery by the other parties hereto, constitutes its valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the availability of equitable remedies. (e) To the knowledge of the City there are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by the City or pending against the City. 10.2. Developers' Representations and Warranties. The Developers hereby represent and warrant to the City, which representations and warranties are true and correct as of the date of this Agreement and shall remain true and correct at all times until the final Soccer Complex Development Closing Date, unless an earlier termination date is specified with respect to a particular representation and warranty: (a) The Developers are limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri or is authorized to do business in the State of Missouri. The Developers has all requisite power and authority to carry on its business as now being conducted. (b) The Developers are not prohibited from consummating the transactions contemplated in this Agreement, by any law, regulation, agreement, instrument, restriction, order, or judgment. (c) The Developers have full right, title, authority, capacity and possess such financial assets to execute, deliver and perform this Agreement and to consummate all of the transactions contemplated herein. JC 17518815.1 (d) This Agreement has been duly executed and delivered by the Developers, and assuming due authorization, execution, and delivery by the other parties hereto, constitutes its valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and the availability of equitable remedies. 10.3. Survival of Representations and Warranties. All of the representations and warranties of the Parties under this Article X shall survive the termination of this Agreement. ARTICLE XI GENERAL PROVISIONS 11.1. Power of the City. Notwithstanding anything set forth in this Agreement to the contrary, no provision contained herein shall in any manner diminish or usurp the inherent rights and powers of the City to act in its capacity as a public body. All financial obligations of the City shall be subject to future appropriation of the City in accordance with Laws and Requirements. Further, nothing herein shall relieve Developers from complying with all Laws and Requirements. 11.2. Time. Time is of the essence in this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 11.3. Sovereign Immunity. Nothing in this Agreement shall constitute or be construed as a waiver of the City's governmental or official immunity or its officers or employees from liability or suit pursuant to Section 537.600 RSMo. 11.4. Authorized Employees. Developers acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. Developers therefore covenants that it is not knowingly in violation of subsection 1 of Section 285.530, RSMo, and that it will not knowingly employ, hire for employment, or continue to employ any unauthorized aliens to perform work on any project which is the subject of this Agreement, and that its employees are lawfully eligible to work in the United States. Developers will execute an Immigration Law Compliance Affidavit in substantially the same form as attached to Original Development Agreement as Exhibit H and incorporated herein pursuant to Section 1.3 of this Agreement and will cause any person or entity performing work on the Soccer Complex Development to confirm compliance with Section 285.530(1) and execute an Immigration Law Compliance Affidavit. 11.5. Successors and Assigns. (a� Binding Effect. This Agreement shall be binding on and shall inure to the benefit of the parties named herein and their permitted successors and assigns. (b) Assignment of Agreement or Duties. The rights, duties and obligations of the Developers under this Agreement may not be assigned without City's approval, such approval not to be unreasonably withheld conditioned or delayed. Any such City required consent when obtained shall relieve the assignor of its obligations arising from this Agreement from and after the date of such assignment so long as (i) the City has approved, by ordinance, such specified assignee and such assignee executes and assumption agreement pursuant to which the assignee 21 JC 17518815.1 expressly agrees in writing to assume and be fully bound by the obligations of the Developers hereunder from and after the date of such assignment, and (ii) the assignee and the City have executed such assumption agreement. Notwithstanding anything herein to the contrary, the City hereby approves, and no prior consent shall be required for the Developers to transfer its interest in this Agreement to an entity, at least 50% of the interest of which is owned by the Developers; provided that such transfer shall not affect the obligations of Developers hereunder to complete the Soccer Complex Development. The Developers agrees to provide written notice of any assignment or transfer under the preceding sentence within thirty (30) days thereof. All assignees of the Developers' rights under this Agreement shall expressly assume and be fully bound by the obligations of the Developers hereunder. 11.6. Force Maieure. Neither the City nor the Developers shall be considered in breach or default of their respective obligations under this Agreement, and times for performance of obligations hereunder shall be extended in the event of any delay caused by or resulting from damage or destruction by fire or casualty; strike; epidemic or pandemic; lockout; civil disorder; war; acts of God; unusually adverse weather; flood; or other like causes beyond the parties' reasonable control (an event of "Force Majeure"); provided that neither the Developers, on the one hand, nor the City, on the other hand, shall be excused from performance by reason of an event of Force Majeure attributable to an event or circumstance caused by its or their own act or omission. 11.7. Notices. All notices, demands, consents, approvals, certificates, and other communications required by this Agreement to be given by any party hereunder shall be in writing and shall be hand -delivered or sent by United States first class mail, postage prepaid, addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. Notices, demands, consents, approvals, certificates and other communications shall be deemed given when delivered or three days after mailing; provided, however, that if any such notice or other communication shall also be sent before 5:00 p.m. Central Time, on any Business Day by telecopy or fax machine, such notice shall be deemed given at the time and on the date of machine transmittal and if sent after 5:00 p.m. Central Time, then on the next Business Day if the sending party receives a written send verification on its machines and forwards a copy thereof with its mailed or courier delivered notice or communication. In the case of the Developers, to: Amber Cox 9120 Nieman Road Overland Park, KS 66214 amber.cox@kcwoso.com With a copy to: Polsinelli 900 W. 48' Place, Suite 900 Kansas City, MO 64112 Attn: Roxsen Koch In the case of the City, to: City of Riverside City Hall 2950 NW Vivion Road Riverside, Missouri 64150 22 1C 17518815.1 Attention: City Administrator Facsimile: 816-746-8349 With a copy to: Spencer Fane LLP 1000 Walnut Street, Suite 1400 Kansas City, Missouri 64106-2140 Attention: Joe Bednar Facsimile: 5 73.634.8140 ibednar@spgncerfane.com 11.8. Inspection. The City may, during construction thereof, conduct such period inspection of the Soccer Complex Development as may be generally provided for in the City Code. In addition, the Developer shall allow City reasonable access to the Soccer Complex Development during construction thereof (and in all cases prior to issuance of a Certificate of Occupancy); provided, however, City shall give Developer at least one (1) day prior notice prior to any such non -City Code related inspection, and no such City access may unreasonably interfere with Developer's use of the Soccer Complex Development. 11.9. Conflict of Interest. No member of the Board of Aldermen, the TIF Commission or any branch of the City's government who has any power of review or approval of any of the Developers' undertakings, or of the City's contracting for goods or services for the Redevelopment Area, shall participate in any decisions relating thereto which affect that member's personal interests or the interests of any corporation or partnership in which that member is directly or indirectly interested. Any person having such interest shall immediately, upon knowledge of such possible conflict, disclose, in writing, to the Board as applicable, the nature of such interest and seek a determination by the Board as applicable, with respect to such interest and, in the meantime, shall not participate in any actions or discussions relating to the activities herein proscribed. 11.10. Choice of Law. This Agreement shall be taken and deemed to have been fully executed, made by the Parties in, and governed by the laws of State of Missouri for all purposes and intents without regard to conflict of law statutes. 11.11. Entire Agreement; Amendment. It is agreed and understood by the parties that this Agreement embodies the entire understanding and represents the full and final agreement among the parties with respect to the subject matter hereof and supersede any and all prior commitments, agreements, discussions, representations, and understandings, whether written or oral, relating to the subject matter hereof; that this Agreement may not be contradicted or varied by evidence of prior or contemporaneous written or oral agreements or discussions of the parties, or subsequent oral agreements or discussions of the parties: that there are no oral agreements among the parties, and no representations, agreements or promises not set forth herein have been made. Without limiting the foregoing, Developers acknowledges that: (i) no promise or commitment has been made to it by or on behalf of the City other than as set forth in this Agreement; and (ii) except as otherwise expressly provided herein, this Agreement supersedes and replaces any and all proposals, letters of intent and approval and commitment letters relating to the subject matter hereof, none of which shall be considered a part of this Agreement unless expressly incorporated into this Agreement. Notwithstanding the foregoing, the City and Developers acknowledge they are simultaneously entering into a PSA for Parcel A. This Agreement shall be amended only in writing and effective when such Amendment is approved by Ordinance or Resolution of the Board of Aldermen and signed by the Parties. 11.12. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 23 JC 17518815.1 11.13. Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. 11.14. Representatives Not Personally Liable. No elected or appointed official, agent, employee, or representative of the City shall be personally liable to the Developers in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement. 11.15. Attorney's Fees. The City, on the one hand, and Developers, on the other hand, each shall be responsible for the fees and expenses of their respective legal counsel incurred in connection with this Agreement and the transactions contemplated hereunder; provided, however, in any dispute arising out of or relating to this Agreement, including any action to enforce this Agreement against a defaulting or breaching party, the prevailing party in any legal proceeding shall recover from the non -prevailing party the prevailing parry's reasonable attorney's fees. 11.16. Survival. Notwithstanding the expiration or termination or breach of this Agreement by any party, the agreements contained in Sections 6.5(b), 6.6, 7.4, 7.5, 7.11, 7.12 and 10 of this Agreement shall, except as otherwise expressly set forth herein, survive such early expiration or early termination of this Agreement by any party. (The remainder of this page is intentionally left blank.) 24 JC 17518815.1 IN WITNESS WHEREOF, the City and the Developers have caused this Agreement to be executed in their respective names as of the date first above written. «CM" Attest: Robin Kincaid)City Clerk STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) CITY OF RIVERSIDE, MISSOURI By: iwxlj�y�� Ka Teen L. Rose, Ma or On this , day of June, 2023, 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: Y �D -2 7 4 �Lt�fl ROBIN L KWAID NOTARY PUBLIC - NOTARY SEAL STATE OF MISSOURI MY COMMISSION EXPIRES MARCH 8, 2027 CUNTON COUNTY COMMISSKN M19" 25 JC 17518815.1 "DEVELOPERS" KC WFC Training,LLC, a Kansas limited liability company By:. ._ Name:Angie K.Long Title:Authorized Signatory STATE OF ,A,YI S ) T )SS. COUNTY OF..UAn 613 ) On this I of July,2023,before me appeared Angie K.Long,to me personally known,who,being by me d my sworn,did say that she is the Authorized Signatory of KC WFC Training,LLC,a Kansas limited liability company,and that she is authorized to sign the instrument on behalf of said company by authority of its members,and acknowledged to me that she executed the within instrument as said company's free act and deed. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal in the County and State aforesaid,the day and year first above written. _ ►`�-�"`•u is s: _. . My Commission Expires: a e -Y PUBLIC.'tste of Kansas ._ STACY RENEE BRICE. S-2 Amended and Restated Development Agreement Riverside MO—Soccer Complex Project—Series B "DEVELOPERS" Ballard Capital,LLC, a Kansas limited liabilityit company :By. /`� • Name:Angie K.Long Title:Authorized Signatory STATE OF -/AY/SO S ) )SS. COUNTY OF,1:.1- nano ) On the day of July,2023,before me appeared Angie K.Long,to me personally known,who, being by me duly sworn,did say that she is the Authorized Signatory of Ballard Capital,LLC,a Kansas limited liability company,and that she is authorized to sign the instrument on behalf of said company by authority of its members,and acknowledged to me that she executed the within instrument as said company's free act and deed. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal in the County and State aforesaid,the day and year first above written. tary Yu he My Commission Expires: ts NOTARY PUBLIC-State of Kansas _ zL. STACY RENEEBRICE MY APPt.Expires OS 46t4-2bef S-3 Amended and Restated Development Agreement Riverside MO-Soccer Complex Project-Series B EXHIBIT B AMENDED INFRASTRUCTURE IMPROVEMENT AGREEMENT JC 17518814.1 AMA 'f ,/ Uwe .3W PARCEL D f , 7.3 AC ` -� F ,.x 'N n °PARC CEL i ........_..-�...,�5� f � '�l^J1ii!i � i:1i11?C"i n • ,d i ,. v DocuSgn Envelope IU. L101U31C-49U9-4Ah2-82Utl-UIU8U/AUU82E A MONARCH MONARCH BUILD, LLC 8100 Newton Street, Suite 300 Overland Park, Kansas 66204 Phone: 913-942-2400 Fax: (9 13) 942-2401 EXHIBIT PCCOR #003 Project: 22-011 - KC Current Youth Facilities - Academy Building & Pitches 4-7 101 Teal Rising Way Riverside . Missouri 64150 Prime Contract Change Order Request #003: Pitches 4-7 TO: KC WFC Training, LLC FROM: Monarch Build 1 Teal Rising Way 8100 Newton Street, Suite 300 Riverside , 64150 Overland Park, Kansas 66204 CHANGE ORDER REQUEST 003 / 0 NUMBER I REVISION: STATUS: Pending - In Review SCHEDULE IMPACT: 33 days EXECUTED: No CHANGE ORDER REQUEST TITLE: Pitches 4-7 PRIME CONTRACT CHANGE ORDER: CREATED BY: DATE CREATED: SIGNED CHANGE ORDER RECEIVED DATE: TOTAL AMOUNT: None Tony Scofield (Monarch Build) 4/ 1012023 $3,441,486.00 CHANGE ORDER REQUEST DESCRIPTION: This change order is for adding the scope of work of Pitches 4-7 into the contract. Substantial completion date of July 21, 2023. Monarch - $3,441,486 • Addition of Pitches 4-7 Earthwork - cult ng area to grade, viewing berms Concrete - pitch curbs and sidewa ks Electrical - new Musco sports lighting Drainage - complete pitch subdrainage system to north Turf - .nstallation of new prc turf pad & infill material Turf matenal excluded Inlcudes field line painting and FIFA testing Fencing - fenc ng around p,tches to match existing pitch fencing, lacrosse netting attached to fencing ATTACHMENTS: POTENTIAL CHANGE ORDERS IN THIS CHANGE ORDER REQUEST: PCO # Contract Company Title Schedule Impact Amount 003 KC WFC Training, LLC Pitches 4-7 33 days $3,441,486.00 — T*W: $3,441,486.00 CHANGE ORDER REQUEST LINE ITEMS: MONARCH BUILD, LLC Page 1 of 2 Printed On: 4/12/2023 11.37 AM DocuSign Envelope ID. E101D31C-4909-4AF2-62DB-D7DB07ADD82E A MONARCH PCO it 003: Pitches_ 4-7 # Budget Code 1 60-999-01.M Pitches 4-7 Materials JPitches 4.7 PCCOR #003 Description Amount $3,441,486.00 Subtotal: $3,441,486.00 GL (0.00% Applies to all line item types.): + $0.00 Builders Risk (0.00% Applies to all fine item types.). $0.00 P&P Bond (0.00% Applies to all line item types.):: $0.00 Fee (0.00% Applies to all fine item types.): $0.00 Grand Total: $3,441,466.00 KC WFC Training, LLC Monarch Build 1 Teal Rising Way 8100 Newton Street, Suite 300 CS CDA Riverside, 64150 Overland Park, Kansas 66204 / f' SIGNATURE DATE SIGNATURE DATE SIGNATURE DATE MONARCH BUILD, LLC Page 2 of 2 Printed On: 411212023 11:37 AM DocuSlgn Envelope ID. 05CA4234-354D-47E5-8672-6AA4E3C08523 EXHIBIT AIA -.r Document A102 — 2017 -- Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 23rd day of January in the year 2023 (In words, indicate day, month and rear.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Nance, legal status, address and other information) completion. The author may also have revised the text of the original KC WFC Training, LLC AIA standard form. An Additions and I Teal Rising Way Deletions Report that notes added Riverside, Missouri 64150 information as well as revisions to the standard form text is available from the author and should be reviewed. A and the Contractor: vertical line in the left margin of this (Name, legal status, address and other information) document indicates where the author has added necessary information Monarch Build LLC and where the author has added to or 8100 Newton Street, Suite 300 deleted from the original AIA text. Overaland Park, Kansas 66204 This document has important legal consequences. Consultation with an attorney is encouraged with respect for the following Project. to its completion or modification. (Name, location and detailed description) The parties should complete A102TO-2017, Exhibit A. Insurance KC Current Youth Facilities- Academy Building & Pitches 4 7 and Bonds, contemporaneously with 101 Teal Rising Way this Agreement. AIA Document Riverside, Missouri 64150 A201 TM-2017, General Conditions of the Contract for Construction, is The Architect: adopted in this document by (Name, legal status, address and other information) reference. Do not use with other general conditions unless this Pitches 4-7: document is modified VSR Design PO Box 7608 Overland Park, Kansas 66207 Academy Building. Alinea Architects P.A. 14602 South Roth Circle Olathe, Kansas 66062 The Owner and Contractor agree as follows. Init. AIA Document A102 - 2017. Copyright ID1920. 1925, 1951, 1958. 1961, 1963. 1967. 1974, 1978, 1987, 1997. 2007 and 2017 All rights reserved 'The American Institute of Architects.' -American Institute of Architects,' "AIA.' the AIA Logo, and -AIA Contract Documents" are registered trademarks of The Amencan Institute of Architects This document was produced at 21 44:06 ET on 02/15/2023 under Order No.2114351351 which expires on 08104/2023. is not for resale, is licensed for t one-time use only, and may only be used in accordance with the AIA Contract Documents` Terms of Service To report copyright violations, e-mail docmfo@atacontracts com. User Notes: (961826914) DocuSign Envelope ID. 05CA4234-354D-47E5-B672-6AA4E3C08523 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 RELATIONSHIP OF THE PARTIES 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 5 CONTRACT SUM 6 CHANGES IN THE WORK 7 COSTS TO BE REIMBURSED 6 COSTS NOT TO BE REIMBURSED 9 DISCOUNTS, REBATES AND REFUNDS 10 SUBCONTRACTS AND OTHER AGREEMENTS 11 ACCOUNTING RECORDS 12 PAYMENTS 13 DISPUTE RESOLUTION 14 TERMINATION OR SUSPENSION 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF CONTRACT DOCUMENTS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 16. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 RELATIONSHIP OF THE PARTIES The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. Init. AIA Document A102 — 2017. Copyright ® 1920. 1925, 1951. 1958. 1961. 1963. 1967, 1974, 1978. 1987. 1997, 2007 and 2017. All rights reserved "The American Institute of Architects,- -American Institute of Architecls,--AIA,- the AIA Logo, and WA Contract Documents- are registered trademarks of The American Institute of 2 Architects. This document was produced at 22 0810 ET on 02/13/2023 under Order No.2114351351 which expires on 0810412023. is not for resa e s kensed for one-time use only, and may only be used in accordance with the AIA Contract Documents! Terms of Service To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: t 1700949338) DocuSign Envelope 005CA4234-354D-47E5-8672-6AA4E3C08523 ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 4.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ] The date of this Agreement. [ ] A date set forth in a notice to proceed issued by the Owner. [ X ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) Date of Commencement shall be defined as January 30, 2023. If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 4.2 The Contract Time shall be measured from the date of commencement of the Work. § 4.3 Substantial Completion § 4.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the rrecessarl, information.) [ ] Not later than ( ) calendar days from the date of commencement of the Work. [ X ] By the following date: June 18, 2023. The date of Substantial Completion shall be adjusted if the Alternate as identified in 5.2.2.2 is incorporated by Change Order. § 4.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 4.3.31f the Contractor fails to achieve Substantial Completion as provided in this Section 4.3, liquidated damages, if any, shall be assessed as set forth in Section 5.1.6. ARTICLE 5 CONTRACT SUM § 5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. § 5.1.1 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work, or other provision for determining the Contractor's Fee.) Three Percent (3.00%) § 5.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: Total Cost of the Work plus Three Percent (3.00%) § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: (nit. AIA Document A102 — 2017. Copyright Q 1920, 1925. 1951. 1958. 1961, 1963. 1967, 1974, 1978, 1987, 1997, 2007 and 2017 All nghis reserved -The American Institute of Architects: 'American Institute of Architects," "AIA,' the AIA Logo, and 'AIA Contract Documents- are registered trademarks of The American Institute of $ Architects. This document was produced at 22:08:30 ET on 02/13/2023 under Order No.2114351351 which expires on 08/04/2023, is not for resale, is licensed for t one-time use only, and may only be used in accordance with the AIA Contract Documents~ Terms of Service To report copyright violations. e-mail docinfo@aiacontracts.com. User Notes: (1700949338) DocuSign Envelope ID. 05CA4234-354D-47E5-B672-6AA4E3C08523 § 5.1.4 Rental rates for Contractor -owned equipment shall not exceed one hundred percent ( 100 °o) of the standard rental rate paid at the place of the Project. § 5.1.5 Unit prices, if any: Not Applicable (Table deleted) § 5.1.6 Liquidated damages, if any: (Insert terms and conditionsJor liquidated damages, of anr.) Not Applicable. § 5.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if anr, that might result in a change to the Contract Sum.) § 5.2 Guaranteed Maximum Price § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed two million nine hundred sixty-three thousand ninety-one dollars and zero cents ($ 2,963,091.00 ),subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. § 5.2.2 Alternates § 5.2.2.1 Alternates, if any, included in the Guaranteed Maximum Price: (Table deleted) A.1. Steel Stairs and Rails to Roof, Roof Paver System and Roof Patio Guardrail - $154,580.00 A.2. Special Inspections - $9,166.00 A.3. Evergy New Service Cost - $67,054.00 Change Order Request #001 (PCCOR #001) Delete Locker Benches (Owner Provided) Change Order Request #002 (PCCOR #002) - Construction Contingency Reduction § 5.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that niust be met for the Owner to accept the alternate.) Item Price Phase I B (Pitches 4-7) Add Alternate S3,441,486.00 Excludes Turf Material which shall be purchased directly by Owner from Elite) § 5.2.3 Allowances, if any, included in the Guaranteed Maximum Price: None. (Table deleted) § 5.2.4 Assumptions, if any, upon which the Guaranteed Maximum Price is based: (Identif}, each assumption.) Exhibit D - Clarifications and Qualifications Conditions for Acceptance Alternate must be incorporated by change order by no later than March 31, 2023. (nit. AIA Document A102 2017 Copynghi rb 1920. 1925. 1951. 1958. 1961. 1963. 1967. 1974 1978 1987. 1997, 2007 and 2017 All rights reserved 'The American Institute of Architects,' "American Institute of Architects: "AIA,' the AIA Logo, and 'AIA Contract Documents" are registered trademarks of The American Institute of 4 Architects. This document was produced at 16 04:19 ET on 03130,2023 under Order No.2114351351 which expires on 0810412023 4 not for resale, is licensed for t one-time use only, and may only t>e used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations e-mail docinfo@aiacontracts com. User Notes: (1283092569) DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 § 5.2.5 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 5.2.6 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions contained in Section 5.2.4. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed -upon assumptions contained in Section 5.2.4 and the revised Contract Documents. ARTICLE 6 CHANGES IN THE WORK § 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Article 7 of AIA Document A201 T" 2017, General Conditions of the Contract for Construction. § 6.2 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201- 2017, as they refer to "cost" and "fee," and not by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.31n calculating adjustments to the Guaranteed Maximum Price. the terms "cost" and "costs" as used in Article 7 of AIA Document A201- 2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the tens "fee" shall mean the Contractor's Fee as defined in Section 5. 1.1 of this Agreement. § 6.4 If no specific provision is made in Article 5 for adjustment of the Contractor's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Article 5 will cause substantial inequity to the Owner or Contractor, the Contractor's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COSTS TO BE REIMBURSED § 7.1 Cost of the Work § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. The Cost of the Work shall include only the items set forth in this Article 7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Contractor shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates not higher than the standard paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Contractor to perform the construction of the Work at the site or at off -site workshops. § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site and performing Work. § 7.2.2.1 Wages or salaries of the Contractor's supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work,. § 7.2.3 Wages or salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. ( AIA Document A102 — 2017. Copyright ®1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974. 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," .American Institute of Architects,"'AIA," the AIA Logo, and -AIA Contract Documents- are registered trademarks of The American Institute of 5 Architects. This document was produced at 22:08:30 ET on 02/13/2023 under Order No.2114351351 which expires on 08/04/2023. is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentsz Terms of Service To report copyright violations, e-mail d oc i n (o@ a Taco ntract s. co m. User Notes: (1700949338) DocuSign Envelope ID: 05CA4234-354D-47E5-8672-6AA4E3C08523 § 7.2.4 Costs paid or incurred by the Contractor, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments, and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs arc based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 Contractor shall charge the billable hourly rates for Contractor's personnel as established in Exhibit E Billable Hourly Rate. § 7.3 Subcontract Costs Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts and this Agreement, § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that arc provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Contractor, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Contractor's site office, including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Insurance and Bonding shall be charged at a rate of 0.95°-0 of the Contract Value for Commercial General Liability, Automobile Liability and Excess/Umbrella Liability, 0.65°a of the Contract Value for Builder's Risk Insurance and 1.00% of the Contract Value for Performance and Payment Bonds. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Contractor, with the Owner's prior approval. M►h AIA Document A102 - MIT Copyright ® 1920. 1925. 1951. 1958, 1961, 1963, 1967. 1974, 1978. 1987, 1997. 2007 and 2017. All rights reserved. -The American Institute of Architects," "American Institute of Architects," "AIA." the AIA Logo, and -AIA Contract Documents' are registered trademarks of The American Institute of 6 Architects. This document was produced at 22 08:30 ET on 02/1312023 under Order No 2114351351 which expires on 0810412023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations e-mail docinfo a@aiacwnlracts. com. User Notes: (1700949338) DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 § 7.61 Sales, use, or similar taxes, imposed by a governmental authority have been excluded. Owner to provide Contractor tax exemption certificate to be utilized to procure all materials. Because of the tax exemption, Contractor agrees that if it or its subcontractors erroneously pay sales tax that would not be due, the Contractor must bear the cost of the erroneously paid tax and it shall not be reimbursed as a cost of Work. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Contractor is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Contractor resulting from such suits or claims, and payments of settlements made with the Owner's consent, unless the Contractor had reason to believe that the required design, process or product was an infringement of a copyright or a patent, and the Contractor failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201 -2017. The costs of legal defenses, judgments, and settlements, shall not be included in the Cost of the Work used to calculate the Contractor's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work, with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201-2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Contractor, and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Contractor; (2) any entity in which any stockholder in, or management employee of, the Contractor holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Contractor; or (4) any person, or toil AIA Document A102 - 2017 Copyright it 1920, 1925, 1951, 1958, 1961. 1963. 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved 'The American Institute of Architects' -American Institute of Architects,"AIA.' the AIA Logo. and "AIA Contract Documents' are registered trademarks of The American Institute of 7 Architects. This document was produced at 22.08 30 ET on 02/132023 under Order No.2114351351 which expues on 0810412023, is not for resale. is licensed for one-time use on y, and may only be used in accordance with the AIA Contract Documents` Terms of Service. To report copyright violations, a -ma docinfo@akicwtracAs.com. User Notes: (1700949338t DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3CU6523 any member of the immediate family of any person, who has the right to control the business or affairs of the Contractor. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Contractor shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction in writing, the Contractor shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 10. ARTICLE 8 COSTS NOT TO BE REIMBURSED § 8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 15; ,2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Contractor or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Contractor's principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Article 7; .5 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Contractor, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Article 7; and ,8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Contractor shall deliver such bids to the Architect and Owner with an indication as to which bids the Contractor intends to accept. The Owner then has the right to review the Contractor's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 10.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § 10.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract InR. AIA Document A102 — 2017. Copyright ® 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978. 1987, 1997, 2007 and 2017. All rights reserved. -The American Institute of Architects, -'American Institute of Architects," AIA,' the AIA Logo, and -AIA Contract Documents- are registered trademarks of The American Institute of B Architects. This document was produced at 22:08:30 ET on 02I13/2023 under Order No 2114351351 which expires on 08/0412023. is not for resale, is licensed for f one-time use only, and may only be used in accordance with the AIA Contract Documents"' Terms of Service. To report copyright violations, e-mail doanfo(Qaiacontracts corn User Notes: (1700949338) DocuSign Envelope ID: OSCA4234-354D-47E5-B672-6AA4E3CO8523 Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 10.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the Contractor shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article i ARTICLE 11 ACCOUNTING RECORDS The Contractor shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 12 PAYMENTS § 12.1 Progress Payments § 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 12.1.1.1 The Contractor shall allocate the GMP proportionately among the various categories of anticipated Work, reserving any contingency to a separate line item. This Schedule of Values, included in "Exhibit C" Estimate Summary, once accepted by Owner, shall be used on a monthly basis to track whether actual expenditures are in line with the over-all budget contingency. Adjustments to the line items within this Schedule of Values shall only be made with the approval of Contractor and Owner. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 12.1.3 Provided that an Application for Payment is received by the Architect not later than the first day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the thirtieth day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thirty ( 30 ) days after the Architect receives the Application for Payment. (Federal, state or local laws mat require payment within a certain period of fime.) § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. Additionally, the Contractor shall submit Partial and Final Waivers of Lien and Release of Claims on the form attached hereto as Exhibits H from itself and all subcontractors or suppliers with contract values of $5,000 or more, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Owner on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. lilt. AIA Document A102 - 2017. Copyright 0 1920, 1925, 1951, 1958, 1961, 1963, 1967. 1974. 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects,' -American Institute of Architects," "AIA,'the AIA Logo, and -AIA Contract Documents- are registered trademarks of The American Institute of 9 Architects. This document was produced at 22:08:30 ET on 0211312023 under Order No.2114351351 which expires on 0810412023, is not for resale, is licensed for I one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docin foQa iacontracts. com. User Notes: (1700949338) DocuSlgn Envelope ID, 05CA4234-354U-41Eb-tillt2-6AA4E3C08b23 § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that arc included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Contractor's Fee. § 12.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the Architect. § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of ( I ) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 12.1.7 In accordance with AIA Document A201 2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 12.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing, .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified; and .4 The Contractor's Fee, computed upon the Cost of the Work described in the preceding Sections 12.1.7.1.1 and 12.1.7.1.2 at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 12.1.7.) . I and 12.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 12.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201 -2017; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201 2017; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and ,6 Retainage withheld pursuant to Section 12.1.8. tni< AIA Document A102 — 2017. Copyright ®1920, 1925. 1951. 1958. 1961, 1963, 1967. 1974. 1978. 1987, 1997. 2007 and 2017. All rights reserved. 'The American Institute of Architects."American Institute of Architects,"AIA,'the AIA Logo, and 'AIA Contract Documents- are registered trademarks of The American Institute of 10 Architects. This document was produced at 22:08:30 ET on 02113/2023 under Order No.2114351351 which expires on 0810V2023, is not for resale is licensed for f one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, a -mad docinfo@aiacontracts.com. User Notes: (1700949338) DocuSign Envelope ID:05CA4234-354D-47E5-B672-6AA4E3C08523 § 12.1.8 Retainage § 12.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage front each Application for Payment. The amount of retainage nra), be limited by governing lair.) Five Percent (5% § 12,1.8.1.1 The following items are not subject to retainage: (Insert arty items not subject to the withholding of retainage. such as general conditions, insurance, etc.) Contractor's General Conditions, Building Permit and Insurance. § 12.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 12.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) § 12.1.8.3 Except as set forth in this Section 12.1.8.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 12.1.8. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage, such as upon completion of the Owner's audit and reconciliation. upon Substantial Completion) § 12.1.9 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201 2017. § 12.1.10 Except with the Owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 12.1.11 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 12.1.12 In taking action on the Contractor's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 12. l .4 or other supporting data; (2) that the Architect has made exhaustive or continuous on -site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 12.2 Final Payment § 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract, except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A20 t -2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment; .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 12.2.2; and Init. AIA Document A102 2017 Copyright rt 1920. 1925, 1951. 1958. 1961, 1963, 1967. 1974, 1978. 1987. 1997. 2007 and 2017. All rights reserved. "The American Institute of Architects.-'Amercan Institute of Architects,' `AIA 'the AIA Logo. and 'AIA Contract Documents" are registered trademarks of The American Institute of 11 Architects This document was produced at 22 08:3C ET on 02/1 &2023 u^der Order No.2114351351 which expires on 08104/2023. is not for resale, is licensed for I ona-bme use only and may only be used in accordance with the AIA Cortract Documents" Terms of Service. To report copyright violations, a -mail do(;info@aiacontracts.com User Notes: (1700949338) DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 .4 The Contractor has submitted Final Lien Waiver and Release of Claims on the form attached as Exhibits I-f and executed by itself and any subcontractor or supplier with a contract value of S5000 or more. § 12.2.2 Within 30 days of the Owner's receipt of the Contractor's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 12.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors' findings to the Architect. § 12.2.2.2 Within seven days after receipt of the written report described in Section 12.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 12.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201 2017. The time periods stated in this Section 12.2.2 supersede those stated in Article 9 of AIA Document A201 2017. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. § 12.2.2.3 If the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Contractor's final accounting, is less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201 2017. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. § 12.2.3 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: § 12.2.4 If, subsequent to final payment, and at the Owner's request, the Contractor incurs costs, described in Article 7 and not excluded by Article 8, to correct defective or nonconforming Work, the Owner shall reimburse the Contractor for such costs, and the Contractor's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 5.1.7. the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 12.2.4 in determining the net amount to be paid by the Owner to the Contractor. § 12.3Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of'interest agreed upon, if an),) One Percent (1 %) per month ARTICLE 13 DISPUTE RESOLUTION § 13.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A201 2017, unless the parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Nfaker, if other than the Architect.) AIA Document A102 — 2017. Copyright ® 1920, 1925. 1951. 1958. 1961. 1963 1967, 1974, 1978, 1987, 1997, 2007 and 2017, All rights reserved. -The American Init, Institute of Architects." American Institute of Architects." "AIA,' AIA Logo, and 'AIA Contract Documents' are registered trademarks of The American Institute of 12 Architects. This document was produced at 22:08 30 ET on 0211312023 under Order No2114351351 which expires on 0810412023 s not for resale, is licensed for t one-time use only, and may only be used in accordance with the AIA Contract Documentsa Terms of Service. To report copyright violations, e-mail doci of o@a iacon lracts.com. User Notes: (1700949338) DocuSign Envelope ID. 05CA4234-354D-47E5-B672-6AA4E3C08523 § 13.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate bor.) [ X ] Arbitration pursuant to Section 15 of AIA Document A201 -2017 [ ] Litigation in a court of competent jurisdiction [ ] Other (Speciji•) If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 14 TERMINATION OR SUSPENSION § 14.1 Termination § 14.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201- 2017. § 14.1.2 Termination by the Owner for Cause § 14.1.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201 2017, the amount, if any, to be paid to the Contractor under Article 14 of AIA Document A201 2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by, the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201 2017. § 14.1.2.2 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 14.1.2.1. 1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 14.1.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201 2017, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of or method for determining the fee, if arnt payable to the Confractor following a termination for the Owner's convenience.) § 14.2 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201--2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document Ink. AIA Document A102 — 2017, Copyright ® 1920, 1925, 1951, 1958. 1961, 1963, 1967. 1974, 1978. 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects,"American Institute of Architects,'AIA,' the AIA Logo, and -AIA Contract Documents' are registered trademarks of The American Institute of 13 Architects. This document was produced at 22:08:30 ET on 02/1312023 under Order No 2114351351 which expires on 08/04/2023 is not for resale, is licensed for t one-time use only, and may only be used in accordance with the AIA Contract Documents& Terns of Service. To report copyright violations, e-mail docinfoi@aiacontracts.com. User Notes: (1700949338) DocuSign Envelope ID. 05CA4234-354D-47E5-B672-6AA4E3C08523 A201 2017, except that the term "profit" shall be understood to mean the Contractor's Fee as described in Article 5 and Section 6.4 of this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Where reference is made in this Agreement to a provision of AIA Document A201 -2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 15.2 The Owner's representative: (Name, address. entail address and other information) Angie Long Co -Founder and Owner KC W FC Training, LLC Telephone Number: 913-904-8137 Email Address: angie@kansascitycurrent.com COIN Mukul Sharma Managing Director / Portfolio Manager Palmer Square Capital 1900 Shawnee Mission Parkway, Suite 315 Mission Woods, Kansas 66205 Email: mukul@palmersquarecap.com § 15.3 The Contractor's representative: (Nance, address, email address and other information) Courtney Kounkel or David Adams 8100 Newton Street, Suite 300 Overland Park, KS 66204 Telephone Number: 913-942-2400 Fax Number: 913-942-2401 Mobile Number: 913-609-3868 (Courtney) or 816-215.6765 (David) Email Address: court ney.kounkelra nlonarch.build or david.adamsrii-monarch.build § 15A Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 15.5 Insurance and Bonds § 15.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A 102T11- 2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price. Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 15.5.2 The Contractor shall provide bonds as set forth in AIA Document A 102T," 2017 Exhibit A, and elsewhere in the Contract Documents. § 15.6 Notice in electronic format, pursuant to Article I of AIA Document A201-2017, may be given in accordance with AIA Document E203T`1-2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the systenn will be required to generate a read receipt for the transmission ) Init AIA Document A102 - 2017. Copyright © 1920, 1925 1951 1958. 1961 1963 1967 1974 1978. 1987. 1997. 2007 and 2017 All rights reserved. 'The American Institute of Architects "American Inst4ute of Architects,' 'AIA,- the AIA Logo, and -AIA Contract Documents' are registered trademarks of The American Institute of 14 Arch4ects. This document was produced at 22:08 30 ET on 02/13t2023 under Order No 2114351351 which expires on 08l0412023, is not for resale, is licensed for t one-time use only, and may or* be used in accordance Huth the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1700949338) DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 § 15.7 Escalation Clause In the event of significant delay or price increase of material, equipment, or energy occurring during the performance of the contract through no fault of the Contractor, the Contract Sum, time of completion or contract requirements shall be equitably adjusted by Change Order in accordance with the procedures of the Contract Documents. A change in price of an item of material, equipment, or energy will be considered significant when the price of an item increases 10°n percent between the date of this Contract and the date of installation. ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS § 16.1 This Agreement is comprised of the following documents: .1 AIA Document A 102T`t-2017, Standard Form of Agreement Between Owner and Contractor .2 AIA Document A201 TM -2017, General Conditions of the Contract for Construction (Paragraphs deleted) .3 Drawings Reference Exhibit B - Construction Documents (Table deleted) .4 Specifications Reference Exhibit B Construction Documents (Table deleted) .5 Addenda, if any: (Table deleted) Reference Exhibit B Construction Documents Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 16. .6 Other Exhibits: (Check all boxes that apply.) [ ] AIA Document E204T`t-2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ J The Sustainability Plan: Title Date Pages [ J Supplementary and other Conditions of the Contract: Document Title Date Pages Other documents, if any, listed below: (List here a►tv additional documents that are intended to fornt part of the Contract Documents. AIA Document A201 2017 provides that the advertisement or invitation to bid, Instructions to Bidders. sample forms, the Contractor's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information fi rnished by the Owner in anticipation of receiving bids or proposals are not part of the Contract Documents unless enumerated in this Agreenent. A►tI, such documents should be listed here only if intended to be part of the Contract Documents ) Init. AIA Document A102 - 2017. Copyright ®1920, 1925, 1951, 1958, 1961. 1963, 1967. 1974. 1978. 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," `AIA," the AIA Logo, and 'AIA Contract Documents" are registered trademarks of The American Institute of 15 Architects This document was produced at 22:08:30 ET on 02113.12023 under Order No.2114351351 which expires on 08t04t2023, is not for resale. is licensed for t one-time use only, and may only be used in accordance w th the ALA Contract Documents* Terms of Service. To report copyright violations. e-mail docinfo@aiacwntracts cum. User Notes: (1700949338) DocuSign Envelope 10. 05CA4234-354D-47E5-B672-6AA4E3C08523 Exhibit A Notice to Owner Fxhibit B Construction Documents Exhibit C Estimate Summary Exhibit D Clarifications and Qualifications Exhibit E Billable Hourly Rates Exhibit F Payment Bond Form Exhibit G Confidentiality Agreement Exhibit H - Waivers of Lien and Release of Claims ARTICLE 17 INSURANCE The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article I I of AIA Document A201 2017. Type of insurance or bond Commercial General Liability: Automobile Liability: Worker's Compensation: Umbrella Liability: Builder's Risk: Performance & Payment Bond Limit of liability or bond amount ($0.00) S1,000,000 Each Occurrence, S2,000,000 General Aggregate S1,000,000 Combined Single Limit Statutory, S500,000 Each Accident S5,000,000 Per Contract Amount Per Contract Amount Q 17.1 The following entities, in addition to the Owner shall be listed by the Contractor as Additional Insureds on the Contractor's 1. Lender 2. City of Riverside, Missouri This Agreement entered into as of the day and year first written above. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. FDocuSfgnad by: DoccuuSiiAgnned by: � � 1 OWNER (Signature) CONTRACTOR (Signatto-e) Angie tong Courtney Kounkel Authorized signer Owner _ (Printed name and title) (Printed name and title) Init. AIA Document A102 2017. Copyright 8 1920. 1925 1951. 1958. 1961. 1963. 1967, 1974. 1978 1987. 1997. 2007 and 2017. All rights reserved `The Amencan Institute of Architects"American Institute of Architects,-'AIA.' the AIA Logo. and 'AIA Contract Documents' are registered trademarks of The Amencan Institute of 16 Architects This document was produced at 22:08:30 ET on 02/1312023 under Order No 2114351351 which expires on 0&0412023 is not for resale, is licensed for t one-time use only, and may only be used in accordance with the AIA Contract DocumentO Terms of Service. To report copyright violations, a-mai docinfo@a acontracls. com. User Notes: (1700949338) DocuSign Envelope ID. 05CA4234-354D-47E5-B672-6AA4E3C08523 EXHIBIT A NOTICE TO OWNER FAILURE OF THIS CONTRACTOR TO PAY THOSE PERSONS SUPPLYING MATERIAL OR SERVICES TO COMPLETE THIS CONTRACT CAN RESULT IN THE FILING OF A MECHANIC'S LIEN ON THE PROPERTY WHICH IS THE SUBJECT OF THIS CONTRACT PURSUANT TO CHAPTER 429, RSMO. TO AVOID THIS RESULT, YOU MAY ASK THIS CONTRACTOR FOR "LIEN WAIVERS" FROM ALL PERSONS SUPPLYING MATERIAL OR SERVICES FOR THE WORK DESCRIBED IN THIS CONTRACT. FAILURE TO SECURE LIEN WAIVERS MAY RESULT IN YOUR PAYING FOR LABOR AND MATERIAL TWICE. DocuSlgn Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 EXHIBIT B ^MONARCH MONARCH BUILD, LLC Current Drawings Pr nted on Mon Feb 13, 2023 at 09:05 pm CST Job *: 22.011 KC Current Youth Facil It es Academy Building & Pitches 4 7 101 Teal Rising Way Riverside , Missouri 64150 Drawing No. Architectural Academy DrawingTitle Building Revision Drawing Date Rece-ed Dat,- Academy Bu Id ng Bid and PermitSet A000 COVER SHEET INDEX LEGEND 0 12/2312022 (12123122) Academy Bu Id ng B d and Permit A100 FLOOR PLAN & CODE INFORMATION 0 12/23r2022 Set (1212 312 2) Academy Bu Id ng Bid and Permit A101 REFLECTED CEILING PLAN 0 12/23R022 Set (12/23/22, Academy Bu Id+ng Bid and PermitSet A102 ENLARGED FLOOR PLAN 0 12'23l2022 ;12/23/22 Academy Bui ding - Bid and Permit A103 ROOF PLAN & DETAILS 0 12/23/2022 Set (12 /2 3/2 2 ) Academy Building - 8id and Permit A200 BUILDING & INTERIOR ELEVATIONS 0 12/23/2022 Set (12123122) A201 ELEVATIONS & DETAILS 0 12/23/2022 Academy Building - Bid and Permit Set(12/23122) Academy Building - Bid and PermitSet A300 BUILDING SECTION &DETAIL 0 12/23/2022 (12123/22) Academy Building Bid and Permit A400 SCHEDULES & DETAILS 0 12/23/2022 Set(12/23122) Pitches 4 7 Bid and Perm t Set (12 C100 OVERALL SITE PLAN 5 12/05/2022 05/22) Pitches 4.7 Bid and Perm t Set (121 C101 SITE PLAN STREET WIDENING 5 12/05/2022 05/22. Pitches 4.7 Bid and Perm t Set (12 C102 SITE PLAN WEST 5 12/05/2022 05/22) Pitches 4 7 Bid and Perm t Set (12 C103 SITE PLAN CENTRAL 5 12/05/2022 05/22 Pitches 47 Bid and Perm t Set - 12 C104 SITE PLAN EAST BASE 5 12 OSR02Z 05/22: Pitches 4 7 Bid and Perm t Set i12; C105 SITE PLAN CENTRAL ADD ALT 5 12/05/2022 0 S/22 ; 4 7 Bid and Perm t Set i121022 C706 SITE PLAN EAST ADD ALT 5 12/0512/05/2022Pitches 05/22I Pitches 4.7 Bid and Perm t Set 12 C190 SITE DETA LS 5 12/OSR022 05:22; Pitches 4-7 Bid and Permit Set, 121 C191 SITE DETAILS 5 12/05/2022 05/22) Pitches 4-7 Bid and Permit Set (121 -2LV7 DIMENSION PLAN WEST S 12l0512022 05/22) DocuSign Envelope ID: 05CA4234-354D47E5-B672-6AA4E3C08523 ^ MONARCH MONARCH BUILD, LLC Pr nted on Mon Feb 13, 2023 at 09:05 pm CST Job *: 22 011 KC Current Youth Facll It es Academy Building & Pitches 4 7 101 Tea Rising Way R vers de . Missouri 64150 Drawinq Date Re,ei—d Date Set Drawing No. Drawing Title Revision Pitches 4-7 Bid and Permit Set (12/ C201 DIMENSION PLAN CENTRAL 5 12/05/2022 OS/22) Pitches 4-7 Bid and Permit Set (12/ C202 DIMENSION PLAN EAST BASE 5 12/05/2022 O 5122) Pitches 4-7 Bid and Permit Set (121 C203 DIMENSION PLAN CENTRAL ADDALT 5 12/05/2022 05/22) Pitches 4-7 Bid and Permit Set (12/ C204 DIMENSION PLAN EAST ADD ALT 5 12/05/2022 05/2 2 ) 4.7 Bid and Permit Set (12/ C300 OVERALL GRADING PLAN 5 12/05/2022 05Ches OSI22) 4.7 Bid and Permit Set (12/ C301 GRADING PLAN WEST 5 12/05/2022 05Chei OS/22) Pitches 4.7 Bid and Permit Set (121 C302 GRADING PLAN CENTRAL 5 12/05/2022 05122) Pitches 4.7 Bid and Permit Set (121 C303 GRADING PLAN EAST BASE 5 12/05/2022 05/22) Pitches 4.7 Bid and Permit Set (121 C304 GRADING PLAN CENTRAL ADD ALT 5 12105/2022 05/22) Pitches 4-7 Bid and Permit Set (12/ C305 GRADING PLAN EAST ADD ALT 5 12/05/2022 05/22) Pitches 4.7 Bid and Permit Set 1121 C400 EROSION CONTROL PLAN 5 12/05/2022 05J22) Pitches 4-7 Bid and Permit Set (12/ C490 EROSION CONTROL DETAILS 5 12/05/2022 05/22) Pitches 4.7 Bid and Permit Set (12/ C500 UTILITY PLAN WEST 5 12/05/2022 05f22) Pitches 4 7 Bid and Permit Set 112 C590 WATER DETAILS 5 12/05I2022 OS/22) Pitches 4 7 Bid and Perm t Set (12, C610 STORM PLAN AND PROFILE 5 12/05/2022 0512 2 ) Pitches 4 7 Bid and Permit Set (12+ C690 STORM DETAILS 5 12/05/2022 05J22) Academy Building - &0 and Permit EOOO ELECTRICAL SPECIFICATIONS 0 12/2312022 Set (12123/22) Academy Building - Bid and Permit E100 ELECTRICAL LIGHTING PLAN 0 12/23/2022 Set (12123/22) Academy Building - Bid and Permit E200 ELECTRICAL POWER PLAN 0 12/23/2022 Set (12123/22) Electrical - Pitche-. 4-7 1072033.1 Evergy Power Desgn Drawing 01 12/27/2022 1 Irvergy Drawings(12127/22) Pitches 4 / Bid and Perm t Set (12 EO 0 ELECTRICAL SPECIFICATIONS 5 12/05/2022 05/22) 1 Flo ELECTRICAL PLAN 5 12/05/2022 Pitches 4 7 Bid and Perm t Set (12' DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 ^ MONARCH MONARCH BUILD, LLC Printed on Mon Feb 13, 2023 at 09:05 pm CST Job #: 22 011 KC Current Youth Facilities - Academy Building & Pitches 4-7 101 Tea, Rising Way Riverside, Missouri 64150 05/22) General - Pitches 4.7 Cover Page Pitches 4.7 Cover Page Pitches 4-7 3 12/05/2022 Padres 4.7 Bid and Permit Set 112/ 05/221 PF-1.01 LANDSCAPE PLAN LAYOUT FIELDS 4-5 3 12/05/2022 Pitches a 7 Bid and Permit Set (121 05/22) PF-1.02 LANDSCAPE PLAN - LAYOUT FIELDS 6-7 3 12/05/2022 Pitches 4-7 Bid and Permit Set 112/ 05122) PF-2.01 LANDSCAPE PLAN - DRAINAGE FIELDS 4.5 3 12/05/2022 Pitches 4-7 Bid and Permit Set (12/ 05/22 ) PF-2.02 LANDSCAPE PLAN DRAINAGE FIELDS 6-7 3 12/05/2022 Pitches 4-7 Bid and Permit Set (12/ 05/22) PF 4.00 LANDSCAPE PLAN DETAILS 3 12/05R Pitches 4-7 Bid and Permit Set (12/022 05122) Mechanical Ac.ide.my M100 Building MECHANICAL PLAN 0 12/23/2022 Academy Building - Bid and Permit Set 412/23/22) M200 MECHANICAL DETAILS 0 12/23/2022 Academy Building - Bid and Permit Set (12123/221 M300 MECHANICAL DETAILS 0 12/23/2022 Academy Building Bid and Permit Set(12123122) Academy Budding Bid and Permit M301 MECHANICAL DOAS 0 12/23/2022 Set (12/23/22) M302 MECHANICAL DOAS 0 12/23/2022 Academy Building - Bid and Permit Set(12/231221 MPo00 MECHANICAUPLUMBING SPECIFICATIONS 0 12723/2022 Academy Budding - Bid and Permit Set (12/2 3/2 2 1 Plumbing Academy Building P100 PLUMBING WASTE & VENT PLAN 0 12/23/2022 Academy Budding - Bid and Permit Set412/23/22) P200 PLUMBING WATER PLAN 0 12/23/2022 Academy Building - Bid and Permit Set (12/23/22i P300 PLUMBING DETAILS 0 12/23/2022 Academy Building - Bid and Permit Set(12/23122) Academy Building • BM and Permit S100 GE NERAL NOTES AND SPECIFICATIONS 0 12/23/2022 Set (12/23/22) Academy Building - Bid and Permit $110 SPECIAL INSPECTIONS 0 12/23/2022 set(12123/22) 5120 SCHEDULES 0 12l23/2022 Academy Building - Bid and Permit Set (12/23/22) _ Academy Building - Bid and Permit 5130 LOADING DIAGRAMS 0 12l23/2022 Set (1212 3/2 21 DocuSign Envelope ID: 05CA4234-354D47E5-B672-6AA4E3C08523 ^ MONARCH MONARCH BUILD, LLC Printed on Mon Feb 13, 2023 at 09.05 pm CST job #: 22-011 KC Current Youth Facilities Academy Building & Pitches 4-7 101 Teal Rising Way Riverside , Missouri 64150 Drawing No. Drawmq Title Revision Drawing Date Received Date S�t Academy Bw ding Bid and Perm t 5131 LOADING DIA!.,FIAMi 0 12/23/2022 Set (12r23/22) Academy But ding Bid and Perm tSet 5200 FOUNDATION PLAN 0 12/23/2022 (12t23/22) Academy But ding Bid and Perm t S210 ROOF FRAMING PLAN o 12/23/2022 Set (12 23/22) Academy Bu, ding Bid and Perm t $500 TYPICAL FOUNDATION DETAILS 0 12/23/2022 Set(12/23/22 Academy Bw ding Bid and Perm t 5501 TYPICAL FOUNDATION DETAILS 0 12/23/2022 Set(12/23122) Academy But ding Bid and Perm t S502 FOUNDATION DETAILS 0 12/23/2022 Set(12/23/22) S510 TYPICAL MASONRY DETAILS 0 12/23/2022 Academy Bw ding Bid and Perm t Set 02/23/22, S511 MASONRY DETAILS 0 12/23/2022 Academy But tlmg Bid and Permit 5eL(12/23/22) F WOOD FRAMING DETAILS 0 12/23/2022 Academy But ding Bid and Perm t Set (12/23122. DocuSign Envelope ID: 05CA4234-3540-47E5-B672-6AA4E3C08523 I t, DIV 1.A 1.B 1.0 r27 .A .A 31.A 31.6 31.0 32.A 32.13 32.1) 32.E 33.A BUDGET SUMMARY KC CURRENT YOUTH FACILITY ( RIVERSIDE MISSOURI ACADEMY BUILDING PITCHES 4-7 PHASES 1AAND 1B 101.13.23 REVISED i BID PROPOSAL PHASE 1B PHASE lA (Pitches 4-7) - ACADEMY (West ADD DESCRIPTION BUILDING Parking Lot, ALTERNATE - TOTAL NOTES Road & FUTURE Power) I CHANGE i l ORDER i All uLs are Inciuoeo in Phase 1A for Academy General Conditions $ 248,422 $ 78,400 S 326,822 Building Building Permit $ 5,772 $ 12,185 $ 17,957 I t ! See Breakdown by Academy Building+Trash Enclosure S 1,100,043 $ $ $ 1,100.043 Scope Attached Electrical $ 173,702 $ 192,252 ' $ 365,954 Sports Lighting $ $ 838,285 S 838,295 Erosion Control $ 11,544 $ 7,108 $ 18,652 Excavation & Survey $ 206,618 S 101,813 $ 308,431 Landscaping& Retaining Wall $ 141,980 $ 16,034 $ 158,014 Asphalt Paving $ 311,807 $ S 311,807 Site Concrete $ 292,895 $ 167,462 $ 460,357 Fencing & Netting $ 24,205 $ 310,943 $ 335,148 See below for Turf Sub Turf Drainage System $ S 1,550.733 $ 1,550,733 Material Site Utilities $ 102,796 $ - $ 102,796 SUBTOTAL $ 1,100,043 , $ 1,519,741 $ 3,27S,215 $ S,894,999 Design Contingency $ - $ - $ - $ Construction Contingency $ 22,001 $ 30,610 $ 65,720 $ 118,332 Contractor's Fee $ 33,661 S 46,834 $ 100,551 $ 181,046 TOTAL COST OF THE WORK $ 1,15S,706 $ 1,S97,185 $ 3,441,496 $ 6,194,377 Monarch Build TURF MATERIAL $ 1,974,312 ; $ 1,974,312 ;Purchased by Owner Me A.2 _ A.3 ALTERNATE I OPTIONS airs with also Roof, Roofaver 5ystem r f Academy Building - and Roof Patio Guardrail S 154,580 ACCEPTED Academy Building - Special Inspections $ 9,166 j ACCEPTED Evergy New Service Cost 1 $ 67,054 _ _ Pitches 4-7 - Phase 1 ACCEPTED DocuSign Envelope ID. 05GA4234-3540-47E5-B672-6AA4E3C08523 BUDGET SUMMARY KC CURRENT ACADEMY BUILDING RIVERSIDE, MO 01,13.23 BID PROPOSAL TOTAL DIV DESCRIPTION ESTIMATED COSTJSF VALU E 2.905 NOTES 1.13 Building Permit $ 4,169 $ 1.43 1.0 Final Cleaning $ 1,603 $ 0.55 2A Survey Cast -in -Place Concrete $ $ $ 1,550 81,962 107,434 $ $ $ 0.53 28.21 36.98 3A 4A Masonry S.A __ . Steel $ 14,527 $ 5.00 - Truss Lead Time 6-8 weeks from 6.A Wood Trusses and Wood Framing/Blocking $ 100,551 S 34.61 approved Shops 6.13 Finish Carpentry & Millwork $ 7,482 $ 2.58 $ 55,672 $ 19.16 7.1-1 Membrane Roofing $ 38,711 $ 13.33 7.1 Sheet Metal Flashings & Copps 71 Joint Sealants Expansion Joints $ 10,250 $ 3.53 1 8A Doors & Frames $ 51,701 $ 17.80 8.0 Overhead Coiling Doors $ 6,001 $ 2.07 Lead Time 6-8 weeks 8.E Alumimun Framed Systems I Glass I Glazing $ 7,752 $ 2.67 Lead Time 6 weeks from shops 9.A Metal Studs I Gypsum Board Plastering $ 19,881 $ 6.84 9.0 Acoustical Ceilings $ 16,033 $ 5.52 9.D Resinous Flooring and Walls $ $ $ $ $ 34,951 13,200 22,286 79,416 70,694 $ $ $ S $ 12.03 4.54 7.67 27.34 24.34 9.E Carpet Flooring Painting Accessories Shade Stuructures and Metal Awnings 9.G 10A 12.E 22.A Plumbing $ 118,276 $ 40.71 23.A HVAC Electrical $ $ 100,028 121,485 $ $ 34.43 Lennox 41.82 17 weeks - Captive Aire 8 weeks Panels • 27 weeks 26A + 31.6 Sitework $ $ 14,429 1,100,043 $ 4.97I SUBTOTAL Construction Contingency Contractor's Fee TOTAL COST OF THE WORK $ $ $ 22,001 33,661 1,155,706 $ 397.83 SF IofI CONFIDENTIAL Work Product Copyright 2022 Monarch Build LLC, All Rights Reserved AMONARCH DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3CO8523 (► MONARCH MONARCH BUILD, LLC 8100 Newton Street, Suite 300 Overland Park, Kansas 66204 Phone: 913-942-2400 Fax: (913) 942-2401 PCCOR #001 Project: 22-011 - KC Current Youth Facilities - Academy Building & Pitches 4.7 101 Teat Rising Way Riverside, Missoun 64150 Prime Contract Change Order Request #001: Delete Locker Benches (Owner Provided) TO: KC WFC Training. LLC FROM: Monarch Build 1 Teal Rising Way 8100 Newton Street, Suite 300 Riverside, 64150 Overland Park, Kansas 66204 CHANGE ORDER REQUEST 001 10 NUMBER f REVISION: STATUS: Pending - In Review SCHEDULE IMPACT 0 days EXECUTED: No CHANGE ORDER REQUEST TITLE: Delete Locker Benches (Owner Provided) PRIME CONTRACT CHANGE ORDER: CREATED BY: DATE CREATED: SIGNED CHANGE ORDER RECEIVED DATE: TOTAL AMOUNT: None Courtney Kounkel (Monarch Build) 3/1/2023 ($12,600.00) CHANGE ORDER REQUEST DESCRIPTION: This change order is to deduct the cost of new locker benches at the Academy Building for the use of existing benches at the Training Facility. Toilet Accessories - $(12,600) • Cost to furnish new locker benches in Academy Building ATTACHMENTS: KC Current Academy Blda - BENCHES E id (11.odf POTENTIAL CHANGE ORDERS IN THIS CHANGE ORDER REQUEST. PCO 0 Contract Company Title Schedule Impact Amount 001 KC WFC Training, LLC Delete Locker Benches (Owner 0 days ($12,600.00) Provided) -- -- — — Togl: --- ($12,600.00) CHANGE ORDER REQUEST LINE ITEMS: PCO S 001: Delete Locker Benches iOwner Provided 0 Budget Code IDescription Amount 1 10 800-01.S Toilet & Bath Accessories Deduct to use existing extra locker benches in lieu of buying new $(12,600.00) Grand Total: S(12.600.00) DocuSign Envelope ID. 05CA4234-354D-47E5-B672-6AA4E3C08523 A MONARCH MONARCH BUILD, LLC 8100 Newton Street, Suite 300 Overland Park, Kansas 66204 Phone:913-942-2400 Fax: (913) 942-2401 TO PCCOR #002 Project: 22-011 - KC Current Youth Facilities - Academy Building & Pitches 4-7 101 Teal Rising Way Riverside , Missouri 64150 Prime Contract Change Order Request #002: Construction Contingency Reduction CHANGE ORDER REQUEST NUMBER / REVISION: STATUS: SCHEDULE IMPACT: EXECUTED: KC WFC Training, LLC 1 Teal Rising Way Riverside • 64150 002/0 Pending - In Review 0 days No CHANGE ORDER REQUEST TITLE: Construction Contingency Reduction FROM: PRIME CONTRACT CHANGE ORDER: CREATED BY: DATE CREATED: SIGNED CHANGE ORDER RECEIVED DATE: TOTAL AMOUNT: Monarch Build 8100 Newton Street, Suite 300 Overland Park, Kansas 66204 None Courtney Kounkel (Monarch Build) 311 /2023 ($8,000.00) CHANGE ORDER REQUEST DESCRIPTION: Reduction in Construction Contingency due to anticipated construction cost savings to help offset the added design services for the roof patio alternate work. ATTACHMENTS: POTENTIAL CHANGE ORDERS IN THIS CHANGE ORDER REQUEST: PCO # _ Contract Company Title T Schedule Impact Amount 002 KC WFC Training, LLC Construction Contingency Reduction 0 days ($8,000.00) Total: (58,000.00) CHANGE ORDER REQUEST LINE ITEMS: PCO # 002: Construction Contingency Reduction # Budget Code 7_ 80-100-10.0 Construction Contingency Added design fees Description Amount $(8,000.00) Grand Total:: $(8,000.00) i DocuSlgn Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 ` ,HIBIT D AMONARCH EXECUTIVE SUMMARY CLARIFICATIONS & QUALIFICATONS KC CURRENT YOUTH FACILIES - ACADEMY BUILDING A PITCHES 4-7 JANUARY 13, 2023 Monarch Build is pleased to provide the following GMP Bid Proposal for the KC Current Youth Facilities located in Riverside, MO. The project consists of a new Academy Building and Pitches 4-7 Phase 1A, including the public road extension and new west parking lot and Pitches 4-7 Phase 113, including four (4) new turf pitches. The Phase 2 work consisting of the public road extension north of pitches 4-7 and the east parking lot are not included. The scope of work included in our budget is based on plans and specifications completed by VSR Design (Pitches 4-7) and Alinea Architects (Academy Building). SCOPE INCLUSIONS: 1. General Liability Insurance is included. 2. Builders Risk Insurance is included. 3. Payment and Performance Bond is included. GENERAL ITEMS NOT INCLUDED: 1. Design and Engineering 2. Unforeseen conditions 3. Special Inspections (see Alternate Option) 4. Utility Company Fees (see Alternate Option for Evergy) 5. Voice and data wiring and equipment 6. Development and impact fee's 7. Testing and removal of any hazardous materials 8. Rock excavation or removal 9. Removal of undocumented fill materials 10. Security systems 11, Furniture 12. Fitness equipment 13. Exam and massage tables 14. Soccer field equipment 15. Appliances 16. Sales tax 17. Graphics 18. Exterior signage MONARCH 1 $100 NEWTON STREET, SUITE 300 1 OVERLAND PARK, KS 66204 913.942.2400 DocuSign Envelope ID. 05CA4234-354D-47E5-8672-6AA4E3C08523 EXHIBIT E (►MONARCH KC Current Youth Pitches 4 7 & Academy Building Hourly Rates FEBRUARY 1, 2023 POSITION RATE Project Executive $155.00 Associate Project Coordinator $60.00 Project Coordinator $70.00 Sr. Project Coordinator $80.00 Associate Superintendent $85.00 Superintendent 1 $95.00 Superintendent II $105.00 Superintendent 111 $115.00 Sr. Superintendent $125.00 Field Operations Manager $135.00 Intern $35.00 Project Engineer $90.00 Sr. Project Engineer $100.00 Project Manager $115.00 Sr. Project Manager $125.00 Project Executive $135.00 Operations Director $150.00 Associate Estimator $100.00 Estimator $115.00 Sr. Estimator $125.00 Preconstruction Director $150.00 Safety Professional $115.00 Carpenter $80.00 Laborer $70.00 These rates are subject to change but by not more than 5% in a given six month period. DocuSign Envelope ID. 05CA4234-354D-47E5-6672-6AA4E3C08523 EXHIBIT F 6AIN Document A312T"" -2010 Payment Bond BOND I CONTRACTOR: SURETY: (Ntrnte. legal slatrrs and arklrescl (Nome. legal slams mid princflxd pktce ,Chapter 100 Company (Lessee ojhustness) under Ct:100 documents)) [FEDERATED MUTUAL INSURIWCE CCIMPANY PO BOX 328 OWATONNAt OWNER; MN 55060, (Nance. legal slalus and address) CITY / COuNTY THAT TAKE:SS TITLE TO PROPERTY UNDER CHAPTER 100 DOCUMENTS CONSTRUCTION CONTRACT Daw [Date of Ch 100 Lease] Amount: (Amount of Materials plus Labor costs] Dcscnpwii, (Name uttd lucuNat) GUARANTEES PAYMENT OF MATERIAL AND LABOR FOR THE PRQ7ECr BOND Date: (Nut earlier Ihun Consfarcholt Cnnnruct Oalel Amount: Modifications to Ihis Bond: tl None O Sec Section 19 Thu document has important Ie981 MnSeQuenCeS. Consuttabon with an attorney is encouraged with respell to ils completion or modificetion. Any singular reference to Contractor. Surely. Own& or Ow party shal be considered plural where appWaable AM Document A312 2010 combires Iwo separate bonds a Performance Bond and a Paynnenl Bond. into one form This Is not a single combined Performance and Payment Bond CONTRACTOR AS PRINCIPAL SURETY Company: (C0t7)nr(7te ,Seal) C01 at (Cxnwie Seal) FEDERATED MUTUAL Iut MANC'S CCIME .r'Y -_ Signature: Nanic and Title: tAn.1 atkhriunul signannrc teppem• on the Irul page of this Pantie l Bowl) (FUR INF'UR,4L4T/UNONL)' NuntP. udtLess tu+d trlrphunel AGENT or BROKER: OWNER'S REPRESENTATIVE: (Arrhifecr. Firgimvv ur urher ptn•11-j In1t. AIA Document A312- - 2010. The American Institute of Arcnitccts y„,e 5 DocuSign Envelope ID: 05CA4234-354D-47E5-B672-6AA4E3C08523 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment fumished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety, § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 51 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 61f a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7,1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 71 Pay-or•atrange for payment of any undisputed amounts. § 7.3 ThtSurety's failt;re to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to ` :co`nstitute a waiver of 4cfenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts fix which'15c"Surety and Claimant have reached agreement. if, however, the Surt ty fails to discharge its -0bligatioris under Smc on 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees (he Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. 18 Tlme Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. Init AJA Document A712^ —2010. The AmericAn Instituta of ktMacts. s DocuSign Envelope ID 05CA4234-354D-47E5-B672-6AA4E3C08523 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. 1111 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of(() or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract. .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant: and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. tnit A!A Document A312^ _ 2010. The American IntHtute of Archltects. 7 DocuSign Envelope ID 05CA4234-354D-47E5-13672-6AA4E3C08523 § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply %k ith the other material terms of the Construction Contract § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 11 If this Bond is Issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the terin Owner shall be deeined to be Contractor. § 18 Modifications to this bond are as follows (Space is provided hetow for addittonat signatta•es of added paiiies. other- Chun chose oppearittg on the comer page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seat) Company: (Corporate Seal) Signature. _ Name and Title: Address Signature: Name and Title' Address CAUTION: You should sign an original AIA Contract Document. on which this text appears in RED. An original assures that changes will not be obscured. Init. AIA Document A312 "' - 2010. The American InstWe of Architects. Uocubign tnvelope IU. UbUA4LJ4-3b4U-4/tb-bb/Z-bAA4LJL;UbbZJ EXHIBIT G Confidentiality and Non -Disclosure Addendum This Confidentiality and Non -Disclosure Addendum (this "Addendum"), to the AIA A 102 Contract Agreement between KC WFC Training, LLC ("KC WFC") and Monarch Build, LLC ("Vendor") dated January 23, 2023 (the "Agreement") sets forth the agreement between the parties to share certain information that is non-public, confidential or otherwise connected to the project described in the Agreement. KC WFC and Vendor may each be referred to herein as a "Party" and collectively as the "Parties". NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, the Parties agree as follows: 1. Confidential Information. Except as set out in Section 2 below, "Confidential Information" means all non-public, confidential, or proprietary information, including, but not limited to, any trade secrets disclosed before, on or after the effective date of the Agreement, by either Party (a "Disclosing Party") to the other Party (a "Recipient") or to its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, "Representatives"), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," including, without limitation: (a) all information concerning the Disclosing Party's, its affiliates', their customers', suppliers', and other third parties' past, present, and future business affairs including, without limitation, finances, customer information, supplier information, plans, data, strategies, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies; (b) the Disclosing Party's unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property; (c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; (d) any third -party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and (e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (the "Notes") prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing. UocuStgn tnvelope IU: QSC:A42J4-JS4U-4/t5-tiff/2-6AA4tSC;Ut 523 2. Exclusions from Confidential Information. Except as required by applicable federal, state, or local law or regulation, the term "Confidential Information" as used in this Addendum shall not include information that: (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Addendum by the Recipient or any of its Representatives; (b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non - confidential basis from a third -party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient; (c) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Addendum; or (d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information. Recipient Obligations. The Recipient shall: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party's detriment; (c) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who: (i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Addendum; (ii) are informed by the Recipient of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Addendum. (d) be responsible for any breach of this Addendum caused by any of its Representatives. Uocubign Envelope IU: 05(;A4234-354U-4/E5-8672-6AA4E3CO8523 4. Additional Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Parry shall itself disclose, nor permit any of its Representatives to disclose to any person: (a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; (b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof, or (c) any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose. 5. Required Disclosure. Any disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a "Legal Order") shall be subject to the terms of this Section. Before making any such disclosure, the Recipient shall [make commercially reasonable efforts to] provide the Disclosing Party with: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Recipient rernains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires the Recipient to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment. 6. Use of Intellectual Property and Project Promotion. Vendor shall obtain KC WFC's prior written approval for use of any logo, trademark, name or other identifier or intellectual property of KC WFC or any KC WFC affiliate. Additionally, Vendor agrees to seek KC WFC's written approval prior to making any public statements, written or otherwise, about, or publishing any photographs, renderings or other visual representations of, the project contemplated under the Agreement, Vendor's work on such project or any details relating to the project. The release of this information is subject to the sole discretion of KC WFC. 7. Return or Destruction of Confidential Information. At any time during or after the term of this Addendum, at the Disclosing Parry's written request, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Parry's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its DocuSgn Envelope ID: 05CA4234 354D-47E5-B672 6AA4E3C08523 Representatives and certify in writing to the Disclosing Party that such copies have been destroyed. Notwithstanding the foregoing, the Recipient may retain copies of Confidential Information that are stored on the Recipient's IT backup and disaster recovery systems until the ordinary course deletion thereof. The Recipient shall continue to be bound by the terms and conditions of this Addendum with respect to such retained Confidential Information. 8. No Representations or Warranties. Neither the Disclosing Party nor any of its Representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its Representatives relating to or resulting from the Recipient's use of any of the Confidential Information or any errors therein or omissions therefrom. 9. No Transfer of Rights, Title, or Interest. Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its Representatives. 10. Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Addendum by such Party or its Representatives. Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non -breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. 11. Conflict. If any provisions of this Addendum contradict, modify, supplement or are otherwise different from any provisions in the Agreement or any exhibit thereto, the provisions of this Addendum shall modify, supplement and supersede such other provisions in every such instance. 4 DocuSign Envelope ID 05CA4234.354D-47E5-B672-6AA4L3CU8523 "„ „;IT H WAIVER & RELEASE OF LIEN PROJECT: Riverside Soccer (KC NWSL Training Facility) Parcel A gi Horizons East, Riverside, MO 64150 WHERE AS THE UNDERSIGNED Contractor, Subcontractor, Supplier, (►MONARCH OWNER: KC WFC Holdings, LLC 9120 Nieman Road, Overland Park, KS 66214 has provided labor, services, materials or equipment, for the above project, under an agreement with: KC WFC Holdings, LLC In its capacity as Owner or Owner's agent Contractor, Subcontractor, Architect or Engineer Section A: Partial or Final (check and initial only one of the following) tnitial PARTIAL WAIVER AND RELEASE: IN CONSIDERATION OF PARTIAL PAYMENT for labor, services, materials or equipment provided in the amount of Zero Dollars and 00ICef1Z51S )_ together with any previous payment(s) already received, but excluding any retamage or any labor, services, materials or equipment not yet invoiced or paid OR Initial FINAL WAIVER AND RELEASE: IN CONSIDERATION OF FINAL PAYMENT for all labor, services, materials or equipment provided in the amount of Zero Dollars and Zero Cents S 0,00. THE UNDERSIGNED DOES HEREBY WAIVE AND RELEASE all bond claims, liens, or claims or right of lien, statutory or otherwise, against the property, project, Owners and any sureties, for labor, services, materials or equipment, as provided by the Undersigned, but only to the extent of payment received, as indicated above and as limited below: Section B: Conditional or Unconditional (check and initial n0 y ong of the fo(lowing) Initial __-- CONDITIONAL RELEASE: THIS WAIVER AND RELEASE IS CONTINGENT UPON RECEIPT OF PAYMENT and final bank clearance of said remittance in the above amount The remittance identified as payment and endorsed by the Undersigned marked -paid" or otherwise cancelled by the bank against which said remittance was drawn, shall constitute conclusive proof that said invoice or pay request was paid and that payment thereof was received by the Undersigned, and thereupon, this waiver and release shall become effective automatically without the requirement of any further act, acknowledgment or receipt on the part of the Undersigned ADDITIONALY, THE UNDERSIGNED ACKNOWLEDGES RECEIPT of the total amount Zero Dollars and 00/Cents (S0.00) in previous payment and does hereby grant unconditional release of all above described claims for that amount OR Initial UNCONDITIONAL RELEASE: THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF PAYMENT in the above amount for labor, services, materials or equipment as described herein, and does hereby grant this release unconditionally. THE PERSON SIGNING below does hereby certify that he or she is fully authorized and empowered to execute this instrument and to bind the Undersigned hereto, and does in fact so execute this instrument. COMPANY NAME: - ___._ __ ------------------- ADDRESS: SIGNED TITLE' -------- —----------- ------ - State of: County of: Subscribed and sworn to before me this _day of NOTARY PUBLIC: SIGNED My Commission Expires ISS MONARCH Owner Lien Release Updated 01.08.18 arp I PARCEL D { 7.8 AC i —�— � A A PARCELC 20.2 AC Y_ ■�i IUMIIIIIIi�IMhir��fldNilMilMNllll, '� ------------ 1 0 .5 1 2 300 600 0 150 300 *Trees to be planted by the City of Riverside will be a minimum of 1.5" caliper or 15 gallon container spaced a minimum of every 40' within the right of way or drainage area north of Parcels A & B of the Riverside Soccer subdivision. Legend o Proposed Trees SCALE 1" = 300'