HomeMy WebLinkAbout1955 Authorizing and Approving Second Amended Development Agreement by and Between City and KC WFC Training, Ballard Capital BILL NO. 2023-064 ORDINANCE NO. MI5-.
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AN ORDINANCE AUTHORIZING AND APPROVING A SECOND AMENDED DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE MISSOURI, KC WFC TRAINING,
LLC, AND BALLARD CAPITAL, 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 BALLARD CAPITAL, LLC, (f/k/a ACFC, LLC),
a Kansas limited liability company ("Ballard"), (KC WFC and BALLARD are collectively referred to
as the"Developers"), (the City, KC WFC and BALLARD are collectively referred to as the"Parties"),
desire to enter into a Second Amended Development Agreement (the "Second Amended
Development Agreement"), attached hereto as Exhibit A, and incorporated herein; 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, due to market conditions and demands the order of the commercial
development needs to be amended to allow for an earlier commencement of lodging construction
and a delayed construction commencement of retail food and beverage facilities; and
WHEREAS, the Board of Aldermen find that the Second Amended Development
Agreement, attached hereto as Exhibit A, and incorporated herein, recommended by City Staff and
agreed to by the Developers,fulfills a public purpose and will further the growth of the City,facilitate
the development of Riverside, improve the environment of the City, increase the assessed valuation
of the real estate situated within the City, increase the sales tax revenues realized by the City,foster
increased economic activity within the City, increase employment opportunities within the City,
enable the City to direct the development of the Redevelopment Area, and otherwise be in the best
interests of the City by furthering the health, safety, and welfare of its residents and taxpayers;and,
has authorized the City to enter into this IIA with the Developers.
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NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN AS FOLLOWS:
SECTION 1 —APPROVAL OF THE AMENDED DEVELOPMENT AGREEMENT. The Second
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 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Amended Development Agreement in substantially the form attached hereto as Exhibit A
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 7th day of November 2023.
hleen L. Rose M
rayor
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ATT u=.: .. i
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Robin.Kirc�id .City clerk
A• ke eyed as to form:
Seen -r Fane LLP,
S.- ial k ounsel to the City
by Joe Bednar
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JC 17518814.1
SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
Between the
CITY OF RIVERSIDE,MISSOURI
And
KC WFC TRAINING, LLC
And
BALLARD CAPITAL,LLC (f/k/a ACFC,LLC)
Dated as of
November 7,,2023
In connection with the development of the
SOCCER COMPLEX DEVELOPMENT
SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
("Agreement") is made and entered into as of November 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 BALLARD CAPITAL, LLC (f/k/a ACFC,
LLC), a Kansas limited liability company ("Ballard"), (KC WFC and Ballard collectively the
"Developers"). The City, KC WFC, and Ballard 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"Property") 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
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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 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
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 Ballard, 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.
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(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 L-385 Plan and PD Zoning Plan. The City agrees to prepare and
process, as the City determines necessary, any amendment to the L-385 Plan to accommodate the
development of the Development Plan for submission to the Board of Aldermen for their approval.
The City further agrees to process, as the City in its sole discretion determines necessary, any
amendment to the existing PD Ordinance, the approved zoning plan for the Property, to include the
Development Plan for submission to the Board for their approval.The City shall advise the Developer
of any proposed amendment contemplated by this 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 Rights. 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
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(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.
ARTICLE III
KC WFC AND BALLARD 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 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. 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:
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Soccer Complex Phase 1,Parcel A:The first Soccer Complex Phase of the
Soccer Complex Development ("Soccer Complex Phase 1") shall consist of the
Development Plan approved by the Board of Aldermen on September 15, 2021, and may
include additional buildings or uses including, but not limited to, a medical office;
f 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 May10, 2023;
Lel 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
Soccer Complex 4, Parcel D: The fourth Soccer Complex Phase of the
Soccer Complex Development ("Soccer Complex Phase 4") shall consist of yet
undetermined uses.
3.5. Development Plan Amendment. After City has granted approval to the
Development Plan, it shall not be materially amended or modified without the prior written consent
of the City as authorized by the Board of Aldermen.
3.6. Standards.The Soccer Complex Development to be constructed within each Soccer
Phase shall meet the design, architecture, signage, parking, and landscape standards attached as
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
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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.
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 Ballard 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;
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(c) Soccer Phase III: Youth Training, Ballard 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
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(d) Soccer Phase IV: Youth Training, Ballard 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. Ballard 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 Ballard 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 Ballard shall purchase
Parcel E and develop as follows:
(a) Retail Food & Beverage: (i) One +/- 5,000 sq. ft. drive-thru ("1st F&B")
(ii) One +/- 5,000 sq. ft. drive-thru or casual dining
restaurant ("2nd F&B")
Construction Commences: No later than December 31, 2024
Construction Completion: 1st F&B - September 30, 2025
2nd F&B - December 31, 2025
(b) Lodging 170-200 keys hotel or as otherwise agreed to in writing by the Developer&
City
Construction Commences: No later than May 30, 2024
Construction Completion: No later than October 31, 2025
(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.Ballard 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
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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 Project")
for each Phase as follows:
(a) Soccer Complex Phase I: Headquarters and Training Facility, the City
has installed water, sewer, gas and electric utility lines to the western border of the Parcel
A, as illustrated 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
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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.
4.3. Infrastructure Issues.As provided for in Section 4.1 of this Agreement,the specific
duties, and obligations as to specific components of the Infrastructure Improvements shall be
included within the respective IIA executed at the time the PSA for each Soccer Phase is executed,
and which will be attached 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 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.
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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 Funding.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. Design 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
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expedite any permits,zoning changes,entitlements,and approvals requested by Buyer in connection
with the Property.
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 Closing 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 party's satisfaction of the same terms and
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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 transfer of such Parcel to Developer, subject to Force Majeure delays.
(b) 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
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Closing occurs are not available at the applicable Closing Date,then they shall be presumed
to be the same as those for the last preceding tax period for which the amount of taxes and
assessments is known; provided, at such time as the actual taxes and assessments become
known after such Closing Date,the parties shall re-prorate such amounts and remit payment
as is appropriate.
6.6. Developers Waiver of Due Diligence.
The Developers acknowledges that Developer's engineers are familiar with the Soccer
Complex Site. Further, Developers acknowledges that Developers are aware of the condition of the
L-385 Levee Project. If there is a need for future repairs,Developers understand that the costs of any
future repairs to the Levee Project, if needed as determined by the Corps of Engineers, may be
assessed against the property owners within the District, including the Developers.Developers waive
any claim against the City with respect to the Levee Project and Developers agree to close on the
purchase of each Soccer Complex Development without regard to the status of the Levee Project. It
is acknowledged and agreed that at closing and recordation of any particular tract within the Soccer
Complex Development, the City makes no warranties or representations 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.
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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.
(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
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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.
(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 Charges. 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
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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.
(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 Training, LLC, Ballard Capital,
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
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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;
(ii) there are no past, present or threatened releases of Hazardous
Substances in, on under or from the Property which has not been remediated in
accordance with Environmental Law;
(iii) there is no threat of any release of Hazardous Substances migrating to
the Property;
(iv) there is no past or present noncompliance 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.
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(b) The Developers:
(i) shall not store, locate, generate, produce, process, treat, transport,
incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance
in, upon, under, over or from the Property in violation of any Environmental Law;
(ii) shall not permit any Hazardous Substance to be stored, located,
generated, produced, processed, treated, transported, incorporated, discharged,
emitted, released, deposited, disposed of or to escape therein,thereupon,thereunder,
thereover or therefrom in violation of any Environmental Law;
(iii) shall cause all Hazardous Substances to be properly removed
therefrom and properly disposed of in accordance with all applicable Environmental
Law; ,
(iv) shall not install or permit to be installed any underground storage tank
therein or thereunder in violation of any Environmental Law; and
(v) shall comply with all other Environmental Laws which are applicable
to the Soccer Complex Development.
(c) 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
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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 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:
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
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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 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.
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.
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(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.
(d) This Agreement has been duly executed and delivered by the Developers,
and assuming due authorization, execution, and delivery by the other parties hereto,
constitutes its valid and binding obligation,enforceable in accordance with its terms,except
as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws and the availability of equitable remedies.
10.3. Survival of Representations and Warranties. All of the representations and
warranties of the Parties under this Article X shall survive the termination of this Agreement.
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ARTICLE XI
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.
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.
Assignment of Agreement or Duties. The rights, duties and obligations of
the Developers under this Agreement may not be assigned without City's approval, such
approval not to be unreasonably withheld conditioned or delayed. Any such City required
consent when obtained shall relieve the assignor of its obligations arising from this
Agreement from and after the date of such assignment so long as (i)the City has approved,
by ordinance, such specified assignee and such assignee executes and assumption
agreement pursuant to which the assignee expressly agrees in writing to assume and be fully
bound by the obligations of the Developers hereunder from and after the date of such
assignment, and (ii) the assignee and the City have executed such assumption agreement.
Notwithstanding anything herein to the contrary, the City hereby approves, and no prior
consent shall be required for the Developers to transfer its interest in this Agreement to an
entity, at least 50%of the interest of which is owned by the Developers; provided that such
transfer shall not affect the obligations of Developers hereunder to complete the Soccer
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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 Majeure. 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. 48th 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
Attention: City Administrator
Facsimile: 816-746-8349
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90339316.1
•
With a copy to:
Spencer Fane LLP
1000 Walnut Street, Suite 1400
Kansas City, Missouri 64106-2140
Attention: Joe Bednar
Facsimile: 573.634.8140
jbednar@spencerfane.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.
25
90339316.1
11.12. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall constitute one and the same instrument.
11.13. Severability. In the event any term or provision of this Agreement is held to be
unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and
effect,to the extent the remainder can be given effect without the invalid provision.
11.14. Representatives Not Personally Liable. No elected or appointed official, agent,
employee, or representative of the City shall be personally liable to the Developers in the event of
any default or breach by any party under this Agreement, or for any amount which may become due
to any party or on any obligations under the terms of this Agreement.
11.15. Attorney's Fees.The City,on the one hand,and Developers,on the other hand,each
shall be responsible for the fees 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.)
26
90339316.1
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.
"CITY" CITY OF, RSIDE, ISS I Ufi
• By: 4
• > Ka leen L. Rose, Mayor
c,
(SF A•f-)
Attest:,'
•
Robin Kincaid, City Clerk
STATE OF MISSOURI )
)SS.
COUNTY OF PLATTE )
On this 7 day ofNovember,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 a e written.
ROBIN 1.KINCAO
-NOTAR
NOTARY PUBIJC-NOTARY SEAL
STATE OF MISSOURI
W COMMISSION E AM ARCH 8,2027
CUNTON COUNT
COMMISSION tt15390631
\^/ Notary Public
My Commission Expires: rY 04 ,g, z t 7
S-1
Second Amended and Restated Development Agreement
Riverside MO—Soccer Complex Project—Series B
"DEVELOPERS" KC WFC Training,LLC,
a Kansas limited liability company:
By:- = r
Name:Angie K.Long
Title:Authorized Signatory
STATE OF M;ssou r i )
COUNTY OF Pk 4fe )SS.
On this :.1,y7"day of November, 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 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 ed my official seal
in the County and State=aforecaiii.thp day and year firs'above wr' na) 1 - - - __
I MARGARET WALIERS-
• ,HOURYNBUO40TA KSEAL -' —
SUiEOF:
.IN COMMISSION Y6►200
RAIN
�M Notary Public
My Commission Expires: 757,1 y (p Z0Z(D
•
S-2
Second Amended and Restated Development Agreement
Riverside MO—Soccer Complex Project—Series B
"DEVELOPERS" Ballard Capital,LLC,
a Kansas limited liability company:
By:
Name:Angie K.Long
Title:Authorized Signatory
STATE OF_ M i 5Scw, )
)SS.
COUNTY OF )f 4(1'" )
On the ..Hf!�^day of November,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'affixe. my official .
seal in the County and State aforesaid,the day and: Of first above.wri :en I
- -mARGARETWALTERS - - - - - t ° . . . - _ �` -
H WARY
:STATE OFMISSQi1R1. -
.YcOMM'r lONDTIRESJULY13,2 X
PLATTEOCUNtY _ .
Notary Public
My Commission Expires: a,Ly (it, 2-o2-G
S-3
Second Amended and Restated Development Agreement
Riverside MO—Soccer Complex Project—Series B