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HomeMy WebLinkAbout1964 Authorizing and Approving the Sale of Certain Real Estate Property by the City of Riverside, MO to KC WFC Training, LLC, or its Assignee BILL NO. 2023-073 ORDINANCE NO. / 96 `f AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN REAL PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO KC WFC TRAINING, LLC, OR ITS ASSIGNEE AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, the City of Riverside, Missouri (the "City") owns two parcels of real property, the first is commonly known as Lot 4, Final Plat Riverside Soccer ("Parcel C"), and the second is commonly known as Lot 14, Riverside Horizons East First Plat ("Commercial Ground"), both of which are further described on Exhibit A attached hereto and incorporated herein by this reference (the "Properties"); and WHEREAS, the City, KC WFC TRAINING, LLC, a Kansas limited liability company ("KC WFC") and ACFC, LLC, a Delaware limited liability company ("ACFC") (KC WFC and ACFC are collectively referred to as the "Developers"), entered into that certain Development Agreement dated September 17, 2021 (the "Development Agreement") for certain property as described therein which includes the Properties; and WHEREAS, KC WFC now proposes to purchase Parcel C and the Commercial Ground and develop them in connection with the Development Agreement; and WHEREAS, the City desires to sell Parcel C to KC WFC and KC WFC desires to purchase Parcel C from the City, all upon the terms and conditions in substantially the form of Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit B (the "Parcel C Agreement"), at the rate of$1.25 per square foot of ground for the total price of One Million, Thirty-Four Thousand, Six Hundred Seventy-Three and 75/100 Dollars ($1,034,673.75) (the "Parcel C Sale Price"); and WHEREAS, the City desires to sell the Commercial Ground to KC WFC and KC WFC desires to purchase the Commercial Ground from the City, all upon the terms and conditions in substantially the form of Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit C (the "Commercial Ground Agreement"), at the rate of$3.50 per square foot of ground for the total price of One Million, One Hundred Eight Thousand, Three Hundred Eighty-Three and 50/100 Dollars ($1,108,383.50) (the "Commercial Ground Sale Price"); and WHEREAS, KC WFC shall commence construction on the development of Parcel C and the Commercial Ground within one (1) year of execution of the Parcel C Agreement and the Commercial Ground Agreement in accordance with the Development Agreement; WHEREAS, the Board of Aldermen find that the execution of the Parcel C Agreement with KC WFC for Parcel C and the execution of the Commercial Ground Agreement with KC WFC for the Commercial Ground 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 Parcel C and the Commercial Ground, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and, has authorized this sale of Parcel C pursuant to the Parcel C Agreement to KC WFC , and its transfer by Special Warranty Deed to KC WFC in substantially the form attached to the Parcel C Agreement; and, has authorized this sale of the Commercial Ground pursuant to the Commercial Ground Agreement to KC WFC, and its transfer by Special Warranty Deed to KC WFC in substantially the form attached to the Commercial Ground JC 17521959.1 Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 — BEST INTEREST OF THE CITY TO APPROVE THE PARCEL C AGREEMENT AND THE COMMERCIAL GROUND AGREEMENT AND SELL PARCEL C AND THE COMMERCIAL GROUND TO KCWFC. It is in the best interest of the City, in order to further the growth of the City. improve the environment of the City. foster increased economic activity within the City, increase employment opportunities within the City. further the objectives of the TIF Plan, further build out the public infrastructure and otherwise is in the best interests of the City by furthering the health, safety. and welfare of its residents and taxpayers. to enter into the Agreement and to sell Parcel C to KC WFC for the Parcel C Sale Price of One Million, Thirty-Four Thousand, Six Hundred Seventy-Three and 75/100 Dollars ($1,034,673.75), and to sell the Commercial Ground to KC WFC for the Commercial Ground Sale Price of One Million. One Hundred Eight Thousand, Three Hundred Eighty-Three and 50/100 Dollars ($1;108,383.50). and on the other terms and conditions contained in the Parcel C Agreement and the Commercial Ground Agreement, and such Parcel C Agreement is hereby approved in substantially the form attached hereto as Exhibit B, and incorporated herein, and the Commercial Ground Agreement is hereby approved in substantially the form attached hereto as Exhibit C. Such sale of Parcel C to KC WFC for the Parcel C Sale Price, and its transfer by Special Warranty Deed (the "Parcel C Deed") to KC WFC in substantially the form attached to the Parcel C Agreement, and on the other terms and conditions contained in the Agreement, is hereby approved; and such sale of the Commercial Ground to KC WFC for the Commercial Ground Sale Price. and its transfer by Special Warranty Deed (the "Commercial Ground Deed") to KC WFC in substantially the form attached to the Commercial Ground Agreement, and on the other terms and conditions contained in the Agreement, is hereby approved. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Parcel C Agreement in substantially the form attached hereto as Exhibit B, and the Commercial Ground Agreement in substantially the form attached hereto as Exhibit C with such changes therein as are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the City — Spencer Fane LLP, and other appropriate officials and employees of the City are hereby authorized and directed to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents as may be necessary or convenient to perform all matters herein authorized. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. JC 17521959.1 BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority o the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 5 ay of December, 2023. .9( alt (JAj! I ,4 t• -• f t'�`;, K leen L. Rose, Mayor • T • ;ATT A 4 • Robin Kincaid,. ityClerk • Approved as to form: encer Fane LLP, S ecial Counsel to the City b e Bednar JC 17521959.1 EXHIBIT A LEGAL DESCRIPTION OF PARCEL C AND LEGAL DESCRIPTION OF THE COMMERCIAL GROUND PARCEL C Lot 4, Riverside Soccer Final Plat, a Subdivision in Riverside, Platte County, Missouri, dated October 20, 2021 and recorded October 21, 2021 in Book 22, Page 304, as Instrument No. 2021020021 in the Officer of the Platte County Recorder of Deeds. COMMERCIAL GROUND [Tax ID # 23-3.0-08-000-000-014.000] Lot 14, Riverside Horizons East First Plat. a Subdivision in Riverside, Platte County, Missouri. dated and recorded , in Book 1288, Page 701, as Instrument No. in the Officer of the Platte County Recorder of Deeds. JC 17521959.1 EXHIBIT B PARCEL C PURCHASE AND SALE AGREEMENT [attached behind this page] JC 17521959.1 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE(this"Agreement")is made as of the Effective Date hereinafter defined by and between the CITY OF RIVERSIDE,MISSOURI, a Missouri municipal corporation ("Seller" or "City"), and KC WFC TRAINING, LLC, a Kansas limited liability company, and/or its assigns("Purchaser"). In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: RECITALS: WHEREAS, the City of Riverside, Missouri owns certain real property, the approximately 7.27 acres depicted on Exhibit A,attached hereto and incorporated herein,in Riverside,Platte County,Missouri, also known and referred to at times as Lot 14, Riverside Horizons East First Plat, as more specifically described on Exhibit A;and WHEREAS, Purchaser has purchased certain parcels of real property and proposes to purchase certain Future Parcels (as hereinafter defined) to continue to develop and use it for the construction and operation of a youth soccer operation for training and tournaments("Youth Training"),a headquarters and training facility(the"Headquarters")for a professional women's soccer franchise known currently as KC Current;and WHEREAS, Purchaser, has submitted to the City a proposal (the "Proposal") for the redevelopment of certain Commercial Ground (Lot 14, Riverside Horizons East First Plat), (the "Redevelopment Area");and WHEREAS, pursuant to the terms and conditions contained herein, the parties desire to further negotiate and finalize the details of the business terms included in the Proposal to be included in one or more definitive agreements including but not limited to additional purchase and sale agreement(s), an infrastructure improvement agreement and that certain Development Agreement dated as of July 7, 2023 (the"Development Agreement,"and collectively,the"Definitive Agreements")for the redevelopment of the Redevelopment Area;and WHEREAS,the Board of Aldermen of the City,having determined the Proposal submitted by the Purchaser fulfills a public purpose and will further the growth of the City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and, has authorized this sale of the Redevelopment Area pursuant to this Purchase and Sale Agreement, and its transfer by Special Warranty Deed,the form of which is attached hereto as Exhibit B to Purchaser. NOW,THEREFORE,in consideration of the premises,TEN AND NO/100 DOLLARS($10.00) and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and the mutual undertakings of the parties hereinafter set forth,it is hereby agreed by the parties as follows: ARTICLE I SALE AND PURCHASE 1.01. Sale and Purchase. The Purchase Price (the "Purchase Price") for the Redevelopment Area shall be One Million, One Hundred Eight Thousand, Three Hundred Eighty-Three and 50/100 ($1,108,383.50),which is based upon the purchase price of Three Dollars and Fifty Cents($3.50)per square foot and the property's square footage of 316,681 square feet as set forth in the legal description attached hereto as Exhibit A. 1.02. Escrow Agent. An executed copy of this Agreement shall be delivered to Coffelt Land Title Inc.,401 Lexington, Harrisonville, MO 64701,Attention: L. Kent Shelman, Phone: (816) 581-2221, (the"Escrow Agent"or"Title Insurer").No deposit shall be required of Purchaser. ARTICLE II TITLE AND SURVEY DOCUMENTS 2.01. Title Commitment.Seller shall within ten(10)days after execution hereof at Seller's sole cost and expense cause to be prepared and furnished to Purchaser for the Redevelopment Area an updated title commitment for the Title Policy(the"Title Commitment") issued by the Escrow Agent showing the City as the record title owner of the Redevelopment Area,by the terms of which the Escrow Agent,as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance(the"Title Policy")at the Closing with respect to the Redevelopment Area in the amount of the Purchase Price,insuring Purchaser's fee simple title to the Redevelopment Area to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein,together with readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment. Seller shall pay the expenses of obtaining the Title Policy as hereinafter provided at Closing.The Title Policy shall exclude all standard pre-printed exceptions.Any endorsements for extended coverage shall be at the Purchaser's sole cost and expense. 2.02. Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and furnished to Purchaser, Purchaser's legal counsel, Seller and the Escrow Agent an updated ALTA survey (the "Survey") of the Redevelopment Area prepared by a surveyor of Purchaser's choosing (the "Surveyor")as of a date which is subsequent to the Effective Date. 2.03. Review of Title and Survey. Purchaser shall have thirty (30) days (the "Title Review Period")commencing on the date Purchaser receives the Title Commitment within which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment.All objections raised by Purchaser in the manner herein provided are hereafter called"Objections."Seller shall have the option,but not the obligation,to remedy or remove all Objections(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing)during the period of time(the"Cure Period")ending on the tenth (10th)business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures,or agrees in writing to cure,such Objections during the Cure Period,Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing)within the Cure Period,then either: (I) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during the period of time(the"Termination Period")ending on the tenth(10th)business day following the end of the Cure Period,whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations,liabilities or claims hereunder;or 2 (2) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment and to which Purchaser does not object on or prior to the last day of the Title Review Period(or which are thereafter waived or deemed to be waived by Purchaser)shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Redevelopment Area. (i) Notwithstanding anything to the contrary contained in this Agreement,Seller agrees to cause to be removed as exceptions to title,without the need for Purchaser to further object,the lien of any deed of trust,mortgage,fixture filings, security interests, judgment liens, delinquent taxes and any mechanic's liens relating to work commissioned by or performed at Seller's direction prior to F 1 (collectively,the"Monetary Liens"). Seller agrees and acknowledges that notwithstanding anything to the contrary in this Agreement, the Monetary Liens are not,and will not be included as, Permitted Exceptions. ARTICLE III CONDITIONS PRECEDENT TO CLOSING 3.01. Purchaser's Conditions Precedent.Purchaser's obligation to consummate the transaction contemplated herein is conditioned upon: (a) Seller shall have performed and complied with all covenants, agreements and obligations under this Agreement required to be performed or complied with by it prior to or at Closing; (b) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date as if made on and as of the Closing Date;and (c) On the Closing Date, the Title Insurer shall be irrevocably committed to issue Purchaser the Title Policy((a)—(c)the"Purchaser Closing Conditions"). If any of the Purchaser Closing Conditions are not satisfied,Purchaser,in its sole and absolute discretion,may terminate this Agreement by notice to Seller and Escrow Agent,and neither Party shall thereafter have any further obligations or liability to the other hereunder.Purchaser shall have the right to waive any or all of the Purchaser Closing Conditions and proceed to close Escrow subject to the unsatisfied Purchaser Closing Conditions. 3.02. Seller's Conditions Precedent. Seller's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing,any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion: (a) Representations and Warranties.None of the representations and warranties of Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate; (b) Purchaser's Obligations.Purchaser shall have performed or complied with all of Purchaser's covenants,agreements and obligations under this Agreement;and 3 (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaser any bankruptcy proceeding((a)—(c)"Seller Closing Conditions"). If any of the Seller Closing Conditions are not satisfied, Seller, in its sole and absolute discretion, may terminate this Agreement by notice to Purchaser and Escrow Agent,and neither Party shall thereafter have any further obligations or liability to the other hereunder. Seller shall have the right to waive any or all of the Seller Closing Conditions and proceed to close Escrow subject to the unsatisfied Seller Closing Conditions. 3.03. Purchaser's Representations and Warranties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms;neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party,or will result in or constitute a violation or breach of any judgment, order, writ,junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase the Redevelopment Area;and (c) Office of Foreign Assets Control Issues. (1) Purchaser represents and warrants that (A) Purchaser and each person or entity owning an interest in Purchaser: (i) is not currently identified on Executive Order 13224 issued on September 24, 2001 ("EO 13224"); the United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of"Specifically Designated National and Blocked Persons" (which list may be published from time to time in various mediums including, but not limited to,the OFAC website, http:www.treas.gov/ofacAllsdn.pdf)(the"Lists");and (ii) is not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction or other prohibition of United States law, regulation or Executive Order of the President of the United States. (B) none of the funds or other assets of Purchaser constitute property of,or are beneficially owned,directly or indirectly,by any Purchaser Embargoed Person(as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser(whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures,to ensure the foregoing representations and warranties remain true and correct at all times.The term"Purchaser Embargoed Person"means any person,entity or government subject to trade restrictions 4 under U.S.law,including but not limited to,the International Emergency Economic Powers Act,50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C.App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment by Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require,and shall take reasonable measures to ensure compliance with the requirement,that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person.This Section shall not apply to any person to the extent that such person's interest in the Purchaser is through a U.S.publicly traded entity. ARTICLE IV CLOSING 4.01. Closing Date and Time. Provided that all of the conditions of this Agreement shall have theretofore been satisfied,the closing(the"Closing")of the purchase and sale of the Redevelopment Area shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may,at its option,extend the Closing Date for up to one(1)additional ten(10)day period,upon written notice to Seller, prior to the then-scheduled Closing Date. The date on which the Closing actually occurs is referred to herein as the"Closing Date." 4.02. Seller's Closing Matters.At the Closing, Seller shall do the following: (a) Special Warranty Deed.Execute,acknowledge and deliver to Purchaser a Special Warranty Deed ("Deed") conveying to Purchaser good and indefeasible title in fee simple to the Redevelopment Area,subject to the Permitted Exceptions: (b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986(the"FIRPTA"), as amended; (c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to consummate the sale of the Redevelopment Area as is contemplated in this Agreement or as Purchaser or the Escrow Agent may reasonably request; (d) Possession of the Redevelopment Area. Deliver possession of the Redevelopment Area to Purchaser; (e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering the Title Policy and deliver to the Title Insurer all customary owner's affidavits,survey affidavits, no change affidavits and all other requirements reasonably requested by Title Insurer; (f) Tax Certificates. Deliver tax certificates or other written evidence showing that there are no delinquent taxes,assessments or PILOTS(as defined in the Development Agreement) affecting the Redevelopment Area as of the Closing Date; (g) Other Documents. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser, its legal counsel,Title Insurer or by the Escrow Agent. 5 4.03. Purchaser's Closing Matters.At the Closing,Purchaser shall do the following: (a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S.Federal Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. Deliver such evidence of authority to close the purchase of the Redevelopment Area pursuant to this Agreement as Seller or the Escrow Agent reasonably requests;and (c) Other Items. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel or by the Escrow Agent. 4.04. Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed,all costs of the Title Policy, Monetary Liens and any special charges or assessments affecting the Redevelopment Area required to be paid prior to Closing to deliver unencumbered title to the Redevelopment Area to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for Purchaser's security documents, the cost of any mortgagee or loan policy required by Purchaser's lender and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs.The parties shall split any escrow fee and expenses charged by the Escrow Agent. 4.05. Prorations. Prorations shall be made as follows as of 12:01 a.m.on the Closing Date: (a) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Redevelopment Area for the year in which the Closing occurs shall be prorated as of the Closing(collectively,"Taxes")based upon actual days involved. Seller shall be responsible for all Taxes pertaining to the Redevelopment Area for any period prior to the Closing. Purchaser shall receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes,if actual figures for the year of the Closing are not available at the Closing, an estimated,tentative proration of Taxes shall be made using most recent assessment and tax rate information available;provided,however,that,when the actual Taxes for the year of the Closing are available,a corrected proration of Taxes shall be made. If such Taxes for the year of the Closing increase over those for the preceding year,Seller shall pay to Purchaser a pro rata portion of such increase, computed to the Closing Date, and conversely, if such Taxes for the year of the Closing decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such decrease,computed to the Closing, with any such payment to be made within ten(10)days after notification by either party that such adjustment is necessary. If all or part of the Redevelopment Area is located in a tax parcel for the year of Closing which includes property that is not within the Redevelopment Area,then the Taxes attributable to such tax parcel for the land value only and excluding the value of any improvements there for the year of Closing shall be allocated between the Redevelopment Area(or applicable portion thereof)and the other portions of such tax parcel on the basis of the percentages which the gross surface areas of the Redevelopment Are(or applicable portion thereof) and such other portions of such tax parcel represent of the total gross surface area of such tax parcel.If all or part of the Redevelopment Area is located in a tax parcel for the year of Closing which includes property that is not within the Redevelopment Area and all Taxes attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow 6 with the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser.This provision shall survive the Closing. (b) Other Taxes and Assessments. All Taxes to the Closing Date (including installments due after the Closing Date with respect to special assessments which are payable in installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser against any Taxes attributable to the period prior to the Closing Date,including,but not limited to,any Taxes deferred to subsequent years due to an exemption or special use valuation. (c) Levee District. Buyer and Seller acknowledge that the assessments for the Riverside Quindaro Bend Levee District of Platte County,Missouri(the"Levee District")for the 2023 taxable period are not due and payable at the time of Closing. Buyer shall pay,when due and payable, 100%of such assessments for the Levee District. Promptly after payment thereof, Buyer shall provide evidence of such payment to Seller, and Seller shall promptly reimburse Buyer for that portion of such assessment associated with the time period prior to Closing in accordance with the proration listed on Exhibit D hereto. (d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty.The foregoing obligations shall survive the Closing,any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies for Seller's Failure to Close. In the event that Seller fails or refuses to convey the Redevelopment Area at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement,deposited the Purchase Price with the Escrow Agent and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing,and thereupon this Agreement shall terminate,and all parties hereto or mentioned herein shall be relieved and released of all further obligations,claims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof; or (c) seek specific performance of Seller's obligation to convey the Redevelopment Area under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement in the form attached hereto as Exhibit C that Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri in order to give constructive notice of the existence of this Agreement. 7 5.02. Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled,as Seller's sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser and the Escrow Agent. ARTICLE VI ENVIRONMENTAL 6.01. Representation and Warranty.Seller represents and warrants that to Seller's knowledge, and as set forth in the Existing Environmental Reports(as defined in the Development Agreement):(i)there are no Hazardous Substances or underground storage tanks in,on or under the Redevelopment Area,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 Redevelopment Area which has not been remediated in accordance with Environmental Law; (iii) there is no threat of any release of Hazardous Substances migrating to the Redevelopment Area;(iv)there is no past or present non-compliance with Environmental Law, or with permits issued pursuant thereto, in connection with the Redevelopment Area which has not been remediated in accordance with Environmental Law; (v) Seller has not received any written notice or any other written communication from any person(including but not limited to any governmental authority) relating to Hazardous Substances or required remediation thereof, or possibility liability of any person pursuant to any Environmental Law in connection with the Redevelopment Area; 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 Redevelopment Area. 6.02. Defined Terms. For the purposes of this Article 6: (a) "Hazardous Substance" means any pollutants, contaminants or industrial,toxic or hazardous chemicals, wastes,materials or substances which are defined,determined, classified or identified as such in any Environmental Law or in any judicial or administrative interpretation of any Environmental Law,including without limitation,petroleum,petroleum by-products,friable asbestos,polychlorinated biphenyls and urea formaldehyde. (b) "Environmental Law" means all statutes, laws, acts, ordinances, rules, regulations, orders, decrees and rulings of any Federal, State and/or local governmental or quasi- governmental body, agency, board, commission and/or court relating to the protection of health and/or the environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release and/or transportation of Hazardous Substances, including, without limitation,The Comprehensive Environmental Response,Compensation and Liability Act of 1980, as now or hereafter amended, The Resource Conservation and Recovery Act of 1976, as now or hereafter amended, and the Environmental Control Laws of the State of Missouri(principally set forth at Chapter 260 of the Revised Statutes of Missouri), as now or hereafter amended, and all regulations respectively promulgated thereunder. ARTICLE VII POST-CLOSING COVENANTS 7.01. Intentionally Omitted. 7.02. Permits.The parties acknowledge Purchaser intends to apply for building permits for the Redevelopment Area,and Seller will promptly review such building permits in accordance with the terms herein. 8 ARTICLE VIII MISCELLANEOUS 8.01. Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the Redevelopment Area. 8.02. Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 8.03. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser and their respective heirs,personal representatives, successors and assigns. 8.04. Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as"Notice")in this Agreement required or permitted to be given,made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served (a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with return receipt requested, or(b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall,until changed as provided below,be as follows: Seller: The City of Riverside,Missouri Attention:City Administrator City Hall 2950 NW Vivion Road Riverside,MO 64150 With copy to: Spencer Fane LLP Attention:Joe Bednar 1000 Walnut, Suite 1400 Kansas City,MO 64106 Purchaser: KC WFC TRAINING, LLC Attn: Maggie Walters Foltz 1 Teal Rising Way Riverside,MO 64150 With copy to: Polsinelli PC 900 W.48th Place Kansas City,MO 64112 Attn: Roxsen Koch The parties hereto shall have the right from time to time to change their respective addresses,and each shall have the right to specify as its address any other address within the United States of America, by not less than ten(10)days'prior written notice to the other party. 9 8.05. Brokerage Commissions.Each party represents and warrants that no real estate brokerage commission fee is payable to any person or entity in connection with the transaction contemplated hereby, and each party shall indemnify,defend and hold the other party harmless from and against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the indemnifying party. 8.06. Time.Time is of the essence in all things pertaining to the performance of this Agreement. 8.07. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof,the terms,conditions,warranties,representations,obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing.All representations and warranties by Seller in this Agreement: (i) will expire one(1)year after the Closing Date as to matters for which Purchaser has not provided written notice to Seller within such period of time;and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three(3) years after the Closing Date. 8.08. APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY OF THIS AGREEMENT.THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 8.09. Headings.The headings that have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 8.10. Terminology.Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.The words "herein,""hereof,""hereunder"and other similar compounds of the word"here"when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. The words"include"and "including" shall be deemed to be followed by the phrase"without limitation"unless otherwise qualified. 8.11. Construction of Agreement.This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel for one of the parties,it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement. 8.12. Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation,shall be held invalid or unenforceable,such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 10 8.13. Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. 8.14. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the Closing Date any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 8.15. Litigation.In the event of litigation between the parties with respect to the Redevelopment Area,this Agreement,the performance of the obligations hereunder or the effect of a termination under this Agreement,the losing party shall pay all reasonable attorneys'fees and expenses and court costs incurred by the prevailing party in connection with such litigation. 8.16. Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs,personal representatives,successors and assigns,and no other person or entity shall be entitled to rely hereon,receive any benefit here from or enforce against any party hereto any provision hereof. 8.17. Assignment. Purchaser may assign this Agreement and all rights hereunder to an affiliated entity provided that: (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser,and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; and (iii) written notice of the assignment, including the name of the assignee, is provided to Seller three(3)business days prior to Closing. 8.18. Form of Instruments.Except as otherwise provided herein,all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 8.19. Tenders of Performance.All tenders of performance shall be made at the Closing and at or before the time specified for the Closing. 8.20. Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday,Sunday or legal holiday,the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday.As used herein,the term "legal holiday"means any federal holiday for which financial institutions or post offices in Riverside,Missouri are generally closed for observance thereof.As used herein,the term"business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 8.21. Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise specifically provided for hereunder,no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right.A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. 11 All rights and remedies,whether evidenced hereby or by any other agreement,instrument or paper,will be cumulative and may be exercised separately or concurrently. 8.22. Effective Date;Acceptance.The effective date(the"Effective Date")of this Agreement shall be the date that the Escrow Agent receives one or more counterparts of this Agreement that have been signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser to Seller to purchase the Redevelopment Area on the terms and conditions herein stated,which must be accepted by Seller on or before 5:00 p.m.,the City of Riverside,Missouri time,on the tenth(10th) business day(the"Acceptance Date")following the date set forth below Purchaser's signature hereto,by the execution hereof by Seller and the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully executed copy thereof to Purchaser. If Purchaser's offer is not accepted in such manner by the Acceptance Date,the same shall be thereafter null and void. 12 IN WITNESS WHEREOF,this Agreement has been duly executed in multiple counterparts(each of which is to be deemed an original for all purposes)by the parties hereto on the respective date appearing below each parry's signature to be effective on the Effective Date herein specified. SELLER: CITY OF RIVERSIDE,MISSOURI - v..; Xieratt" By: .� Kathleen L. Rose,Mayor ATTES3:: , By:; „..1kpbiti Kincaid,City CI k, ai 13 PURCHASER: KC WFC TRAINING, LLC By:Nameal-jt :L k.. Lo✓1 Title: A t,F110, ud 7r t Date: 12-/2// 2-0 2-3 14 EXHIBIT A COMMERCIAL GROUND PARCEL [Tax ID#23-3.0-08-000-000-014.000] Lot 14,Riverside Horizons East First Plat,a Subdivision in Riverside,Platte County,Missouri,dated and recorded ,in Book 1288,Page 701,as Instrument No. in the Officer of the Platte County Recorder of Deeds. 15 EXHIBIT B FORM OF SPECIAL WARRANTY DEED COVER PAGE FOR RECORDING 1. Title of Document: Special Warranty Deed 2. Date of Document: F 1 3. Grantor Name and Address: CITY OF RIVERSIDE, MISSOURI 2950 NW Vivion Road Riverside,Missouri 64150 4. Grantee Name and Address: KC WFC TRAINING,LLC Attn: Maggie Walters Foltz 1 Teal Rising Way Riverside, MO 64150 5. Legal Description/Address: See attached Exhibit A 6. Book and Page Reference: N/A 16 SPECIAL WARRANTY DEED THIS INDENTURE is made as of [ ] by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor("GRANTOR"),to KC WFC TRAINING, LLC, a Kansas limited liability company, with a mailing address of attn.: Maggie Walters Foltz, 1 Teal Rising Way, Riverside,MO 64150,as grantee("GRANTEE"). WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS($10.00)and other valuable consideration to it in hand paid by GRANTEE(the receipt of which is hereby acknowledged)does by these presents,SELL and CONVEY unto GRANTEE,its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: See Attached Exhibit A THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO: a. Any and all exceptions,reservations,restrictions,covenants,easements,rights-of-way and other matters of record; b. Any taxes and assessments not yet due and payable; c. Zoning,subdivision and land use laws and ordinances;and d. The requirement, as set forth in that certain Development Agreement by and between Grantor,Grantee and ACFC,LLC, dated September_,20 (the"DEVELOPMENT AGREEMENT"), that if any portion of the Soccer Complex Site is not utilized for Youth Operations or Headquarters during the Term of the Development Agreement,Grantee agrees to pay to Grantor the price difference between the applicable commercial price provided for in Section 3.15 of the Development Agreement, and the Soccer Complex Site price provided for in Section 3.13 of the Development Agreement within five(5)days of the Board of Aldermen's approval of the new development plan submitted for the Board's approval. All capitalized terms used and not defined herein shall have the meanings set forth in the Development Agreement. TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights, privileges, appurtenances, and immunities thereto belonging or in anywise appertaining unto GRANTEE and unto its successors and assigns forever,GRANTOR hereby covenanting that said premises are free and clear from any encumbrance(except as referenced above)done or suffered by it; and that it will warrant and defend the title to said premises unto GRANTEE and unto its successors and assigns forever, against the lawful claims and demands of all persons claiming under GRANTOR. 17 IN WITNESS WHEREOF,GRANTOR has caused these presents to be signed as of the day and year first above written. GRANTOR: CITY OF ERSIDE, MISSOU I Ar ir By: j a leen L. Rose,Mayor Ai LEST; • ,i AL, RobinKiiica}d City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE) ON THIS S—day ofT talnb7Z. ,2013 before me,the undersigned,a Notary Public in and for said county and state, personally appeared Kathleen L. Rose, to me personally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a municipal corporation duly organized and existing under the laws of the state of Missouri,and that the seal affixed to the foregoing instrument is the seal of said municipality, and that instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid,the day and year first above written. ROBIN L ID NOTARY _NO SEAL, Notary Public Signatur (Seal) STATE OF I SSOUiI MYCOMMISSION EXPIRES I/ARCH 8,2021 � CUNTON COUNTY S '' J "•l L.015390631 � . ,f nJCC4_,lal Printed or Typed Name My Commission Expires: Y9P)Otil . .Dz7 18 Exhibit A Legal Description [To be attached.] 19 EXHIBIT C FORM OF MEMORANDUM OF PSA COVER PAGE FOR RECORDING 7. Title of Document: Memorandum of Agreement of Purchase and Sale 8. Date of Document: [ ],202_ 9. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Road Riverside,Missouri 64150 10. Grantee Name and Address: KC WFC TRAINING,LLC Attn: Maggie Walters Foltz 1 Teal Rising Way Riverside, MO 64150 11. Legal Description/Address: See attached Exhibit A 12. Book and Page Reference: N/A 20 MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE THIS MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE is made as of [ 1, 202_by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside,Missouri 64150,as seller("SELLER"),to KC WFC TRAINING,LLC,a Kansas limited liability company,with a mailing address of attn.: Maggie Walters Foltz, 1 Teal Rising Way,Riverside,MO 64150 ("PURCHASER"). WHEREAS, Seller and Purchaser are parties to that certain Agreement of Purchase and Sale(the "PSA"),with respect to certain real property more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "PROPERTY"), and dated as of [ -I, 202_, pursuant to which Purchaser intends to purchase the Property from Seller For valuable consideration described in the PSA,Seller has agreed to sell and Purchaser has agreed to purchase,the Property,under the terms and conditions described in the PSA.The closing and transfer of title is to occur on or about[ ],202_. 21 IN WITNESS WHEREOF,this Memorandum of Agreement of Purchase and Sale Agreement has been duly executed.GRANTOR: SELLER CITY OF RIVERSIDE,MISSOURI - '` By: Ze...the--W--)..2r,..' a een L. Rose, Mayor BY • O.. Robin Kincaid,Ci Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE) ON THIS 5--day of'bECEM Cif,203,before me,the undersigned,a Notary Public in and for said county and state, personally appeared Kathleen L. Rose, to me personally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a municipal corporation duly organized and existing under the laws of the state of Missouri,and that the seal affixed to the foregoing instrument is the seal of said municipality, and that instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid,the day and year first above written. .r------- -- f O .ICJ / J Notary Public Signature (Seal) NOT ROSIN �� STATE OF MISSOURI I // MY COMMISSION EXPIRES MARCH 8,2027 — h �.► L L. `�C 0421 CUNTiON COUNTY OOAMISSION*I53B063I Printed or Typed Name My Commission Expires: ZiaA_C C ,8" 2 D.z 7 22 PURCHASER: KC WFC TRAINING,LLC By. ��.�.`X � Name: /� Title: r 1i; err ACKNOWLEDGEMENT STATE OF M:Ssovr, ) SS COUNTY OF Plot - ON THIS Z1li'day of De-ce,rh ,20 Z,5,before me,the undersigned,a Notary Public in and for said county and state, personally appearedLori to me personally known, who being by me duly sworn,did say that(s)he is the q • Si adS►KC WFC TRAINING, LLC,a Kansas limited liability company, and that said instrument was signed on behalf of said company by authority of its members;and acknowledged said instrument to be the free act and deed of said limited liability company. WITNESS my hand and official seal in the County and State aforesaid,the day and year first above written. td n TWKlERS Nota Public i nature -�/`/rj YE AL (Seal) M 6,2026FIATTECOUNIY ry g COMMISSION 01583459S M arajave_)- Wt 14-4-✓S Printed orlyped Name My Commission Expires: 7vly (i, 2o2t4° 23 Exhibit A Legal Description [To be attached.] 24 EXHIBIT C COMMERCIAL GROUND PURCHASE AND SALE AGREEMENT [attached behind this page] JC 17521959.1 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE(this"Agreement")is made as of the Effective Date hereinafter defined by and between the CITY OF RIVERSIDE,MISSOURI,a Missouri municipal corporation ("Seller" or "City"), and KC WFC TRAINING, LLC, a Kansas limited liability company, and/or its assigns("Purchaser"). In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: RECITALS: WHEREAS,the City of Riverside,Missouri owns certain real property,the approximately 19.0023 acres depicted on Exhibit A,attached hereto and incorporated herein,in Riverside,Platte County,Missouri, also known and referred to at times as Lot 4,Final Plat Riverside Soccer,as more specifically described on Exhibit A;and WHEREAS, Purchaser has purchased certain parcels of real property and proposes to purchase certain Future Parcels (as hereinafter defined) to continue to develop and use it for the construction and operation of a youth soccer operation for training and tournaments("Youth Training"),a headquarters and training facility(the"Headquarters")for a professional women's soccer franchise known currently as KC Current;and WHEREAS, Purchaser, has submitted to the City a proposal (the "Proposal") for the redevelopment of Parcel C(Lot 4),(the"Redevelopment Area");and WHEREAS, pursuant to the terms and conditions contained herein, the parties desire to further negotiate and finalize the details of the business terms included in the Proposal to be included in one or more definitive agreements including but not limited to additional purchase and sale agreement(s), an infrastructure improvement agreement and that certain Development Agreement dated as of July 7, 2023 (the"Development Agreement,"and collectively,the"Definitive Agreements")for the redevelopment of the Redevelopment Area;and WHEREAS,the Board of Aldermen of the City,having determined the Proposal submitted by the Purchaser fulfills a public purpose and will further the growth of the City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and, has authorized this sale of the Redevelopment Area pursuant to this Purchase and Sale Agreement, and its transfer by Special Warranty Deed,the form of which is attached hereto as Exhibit B to Purchaser. NOW,THEREFORE,in consideration of the premises,TEN AND NO/100 DOLLARS($10.00) and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and the mutual undertakings of the parties hereinafter set forth,it is hereby agreed by the parties as follows: ARTICLE I SALE AND PURCHASE 1.01. Sale and Purchase. The Purchase Price (the "Purchase Price") for the Redevelopment Area shall be One Million,Thirty-Four Thousand,Six Hundred Seventy-Three and 75/100($1,034,673.75), which is based upon the purchase price of One Dollar and Twenty-Five Cents($1.25)per square foot and the property's square footage of 827,739 square feet as set forth in the legal description attached hereto as Exhibit A. 1.02. Escrow Agent. An executed copy of this Agreement shall be delivered to Coffelt Land Title Inc.,401 Lexington, Harrisonville, MO 64701,Attention: L. Kent Shelman, Phone: (816)581-2221, (the"Escrow Agent"or"Title Insurer").No deposit shall be required of Purchaser. ARTICLE II TITLE AND SURVEY DOCUMENTS 2.01. Title Commitment. Seller shall within ten(10)days after execution hereof at Seller's sole cost and expense cause to be prepared and furnished to Purchaser for the Redevelopment Area an updated title commitment for the Title Policy(the "Title Commitment")issued by the Escrow Agent showing the City as the record title owner of the Redevelopment Area,by the terms of which the Escrow Agent,as agent for the Title Insurer, agrees to issue to or for Purchaser a standard ALTA form of owner's policy of title insurance(the"Title Policy")at the Closing with respect to the Redevelopment Area in the amount of the Purchase Price,insuring Purchaser's fee simple title to the Redevelopment Area to be good and indefeasible subject to the terms of such Title Policy and the exceptions specified therein,together with readily legible copies of all documents and plats, if any, which are referred to in the Title Commitment. Seller shall pay the expenses of obtaining the Title Policy as hereinafter provided at Closing.The Title Policy shall exclude all standard pre-printed exceptions.Any endorsements for extended coverage shall be at the Purchaser's sole cost and expense. 2.02. Survey. Purchaser may, at Purchaser's sole cost and expense, cause to be prepared and furnished to Purchaser, Purchaser's legal counsel, Seller and the Escrow Agent an updated ALTA survey (the "Survey") of the Redevelopment Area prepared by a surveyor of Purchaser's choosing (the "Surveyor")as of a date which is subsequent to the Effective Date. 2.03. Review of Title and Survey. Purchaser shall have thirty (30) days (the "Title Review Period")commencing on the date Purchaser receives the Title Commitment within which to notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment.All objections raised by Purchaser in the manner herein provided are hereafter called"Objections."Seller shall have the option,but not the obligation,to remedy or remove all Objections(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing)during the period of time(the"Cure Period")ending on the tenth (10th)business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures,or agrees in writing to cure,such Objections during the Cure Period,Seller shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing)within the Cure Period,then either: (1) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect during the period of time(the"Termination Period")ending on the tenth(10th)business day following the end of the Cure Period,whereupon all parties hereto or mentioned herein shall be released and relieved of further obligations,liabilities or claims hereunder; or (2) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment and to which Purchaser does not object on or prior to the last day of the Title Review 2 Period(or which are thereafter waived or deemed to be waived by Purchaser)shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Redevelopment Area. (i) Notwithstanding anything to the contrary contained in this Agreement,Seller agrees to cause to be removed as exceptions to title,without the need for Purchaser to further object,the lien of any deed of trust,mortgage,fixture filings, security interests, judgment liens, delinquent taxes and any mechanic's liens relating to work commissioned by or performed at Seller's direction prior to 1 l (collectively, the "Monetary Liens"). Seller agrees and acknowledges that notwithstanding anything to the contrary in this Agreement, the Monetary Liens are not,and will not be included as,Permitted Exceptions. ARTICLE III CONDITIONS PRECEDENT TO CLOSING 3.01. Purchaser's Conditions Precedent.Purchaser's obligation to consummate the transaction contemplated herein is conditioned upon: (a) Seller shall have performed and complied with all covenants, agreements and obligations under this Agreement required to be performed or complied with by it prior to or at Closing; (b) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date as if made on and as of the Closing Date;and (c) Seller shall have amended that certain Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park/Planned Development District dated February 13, 2012 recorded as Instrument No. 2012003468 in the Official Records of Platte County,Missouri(the"Existing Declaration"),to release the Redevelopment Area from the Existing Declaration. (d) On the Closing Date, the Title Insurer shall be irrevocably committed to issue Purchaser the Title Policy((a)—(d)the"Purchaser Closing Conditions"). If any of the Purchaser Closing Conditions are not satisfied,Purchaser,in its sole and absolute discretion,may terminate this Agreement by notice to Seller and Escrow Agent,and neither Party shall thereafter have any further obligations or liability to the other hereunder. Purchaser shall have the right to waive any or all of the Purchaser Closing Conditions and proceed to close Escrow subject to the unsatisfied Purchaser Closing Conditions. 3.02. Seller's Conditions Precedent. Seller's obligation to consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing,any one or more of which conditions precedent may be waived by Seller in Seller's sole discretion: (a) Representations and Warranties.None of the representations and warranties of Purchaser set forth in Section 3.03 of this Agreement shall be untrue or inaccurate; (b) Purchaser's Obligations.Purchaser shall have performed or complied with all of Purchaser's covenants,agreements and obligations under this Agreement; and 3 (c) No Bankruptcy Proceeding. There shall not have been instituted by or against Purchaser any bankruptcy proceeding((a)—(c)"Seller Closing Conditions"). If any of the Seller Closing Conditions are not satisfied, Seller, in its sole and absolute discretion, may terminate this Agreement by notice to Purchaser and Escrow Agent,and neither Party shall thereafter have any further obligations or liability to the other hereunder. Seller shall have the right to waive any or all of the Seller Closing Conditions and proceed to close Escrow subject to the unsatisfied Seller Closing Conditions. 3.03. Purchaser's Representations and Warranties. (a) Purchaser's Authority. This Agreement has been duly authorized by requisite action and is enforceable against Purchaser in accordance with its terms;neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ,junction or decree issued against or binding upon Purchaser; (b) No Pending Proceedings. Purchaser has no actual knowledge that there is any action, suit, proceeding or claim affecting Purchaser or relating to the authority of Purchaser to purchase the Redevelopment Area;and (c) Office of Foreign Assets Control Issues. (1) Purchaser represents and warrants that (A) Purchaser and each person or entity owning an interest in Purchaser: (i) is not currently identified on Executive Order 13224 issued on September 24, 2001 ("EO 13224"); the United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of"Specifically Designated National and Blocked Persons"(which list may be published from time to time in various mediums including,but not limited to,the OFAC website, http:www.treas.gov/ofac/tllsdn.pdf)(the"Lists");and (ii) is not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction or other prohibition of United States law, regulation or Executive Order of the President of the United States. (B) none of the funds or other assets of Purchaser constitute property of,or are beneficially owned,directly or indirectly,by any Purchaser Embargoed Person(as hereinafter defined), (C) no Purchaser Embargoed Person has any interest of any nature whatsoever in Purchaser(whether directly or indirectly), (D) Purchaser has implemented procedures, and will consistently apply those procedures,to ensure the foregoing representations and warranties remain true and correct at all times.The term"Purchaser Embargoed Person"means any person,entity or government subject to trade restrictions 4 under U.S. law,including but not limited to,the International Emergency Economic Powers Act,50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C.App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment by Purchaser is prohibited by law or Purchaser is in violation of law. (2) Purchaser also shall require,and shall take reasonable measures to ensure compliance with the requirement,that no person who owns any other direct interest in Purchaser is or shall be listed on any of the Lists or is or shall be a Purchaser Embargoed Person. This Section shall not apply to any person to the extent that such person's interest in the Purchaser is through a U.S.publicly traded entity. ARTICLE IV CLOSING 4.01. Closing Date and Time. Provided that all of the conditions of this Agreement shall have theretofore been satisfied,the closing(the"Closing")of the purchase and sale of the Redevelopment Area shall be conducted at such time and location as shall be mutually agreeable to Seller and Purchaser. Purchaser may,at its option,extend the Closing Date for up to one(1)additional ten(10)day period,upon written notice to Seller, prior to the then-scheduled Closing Date. The date on which the Closing actually occurs is referred to herein as the"Closing Date." 4.02. Seller's Closing Matters.At the Closing, Seller shall do the following: (a) Special Warranty Deed.Execute,acknowledge and deliver to Purchaser a Special Warranty Deed ("Deed") conveying to Purchaser good and indefeasible title in fee simple to the Redevelopment Area,subject to the Permitted Exceptions: (b) Non-foreign Person Affidavit. Execute and deliver an affidavit in form and substance reasonably satisfactory to Purchaser confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986(the"FIRPTA"), as amended; (c) Evidence of Authority. Deliver to Purchaser such evidence of Seller's authority to consummate the sale of the Redevelopment Area as is contemplated in this Agreement or as Purchaser or the Escrow Agent may reasonably request; (d) Possession of the Redevelopment Area. Deliver possession of the Redevelopment Area to Purchaser; (e) Owner's Title Policy. Deliver or cause the Title Insurer to commit to delivering the Title Policy and deliver to the Title Insurer all customary owner's affidavits,survey affidavits, no change affidavits and all other requirements reasonably requested by Title Insurer; (f) Tax Certificates. Deliver tax certificates or other written evidence showing that there are no delinquent taxes,assessments or PILOTS(as defined in the Development Agreement) affecting the Redevelopment Area as of the Closing Date; (g) Other Documents. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Purchaser, its legal counsel,Title Insurer or by the Escrow Agent. 5 4.03. Purchaser's Closing Matters.At the Closing, Purchaser shall do the following: (a) Purchase Price. Deliver the Purchase Price to the Escrow Agent by U. S. Federal Reserve System wire transfer or other immediately available good funds; (b) Evidence of Authority. Deliver such evidence of authority to close the purchase of the Redevelopment Area pursuant to this Agreement as Seller or the Escrow Agent reasonably requests;and (c) Other Items. Execute, acknowledge where required and/or deliver any and all other items contemplated by the terms of this Agreement or reasonably required by Seller or its legal counsel or by the Escrow Agent. 4.04. Closing Costs. Seller shall pay the premium for the Owner's Title Policy (including deletion of the standard exceptions set forth in Section 3.01), all recording charges for the Deed,all costs of the Title Policy, Monetary Liens and any special charges or assessments affecting the Redevelopment Area required to be paid prior to Closing to deliver unencumbered title to the Redevelopment Area to Purchaser. Purchaser shall pay all costs and expenses relating to Purchaser's financing, including any recording fees for Purchaser's security documents, the cost of any mortgagee or loan policy required by Purchaser's lender and the cost of any endorsements or special coverages required by Purchaser to the Title Policy. Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with this Agreement and all other expenses which such party incurs.The parties shall split any escrow fee and expenses charged by the Escrow Agent. 4.05. Prorations. Prorations shall be made as follows as of 12:01 a.m.on the Closing Date: (a) Current Ad Valorem Taxes. Real and personal property ad valorem taxes, assessments and PILOTS pertaining to the Redevelopment Area for the year in which the Closing occurs shall be prorated as of the Closing(collectively,"Taxes")based upon actual days involved. Seller shall be responsible for all Taxes pertaining to the Redevelopment Area for any period prior to the Closing. Purchaser shall receive credit on the amount of the cash payments to be made by Purchaser pursuant hereto for the prorated amount of such Taxes for the year of Closing which is chargeable to Seller. In connection with the proration of Taxes, if actual figures for the year of the Closing are not available at the Closing, an estimated,tentative proration of Taxes shall be made using most recent assessment and tax rate information available;provided,however,that,when the actual Taxes for the year of the Closing are available,a corrected proration of Taxes shall be made. If such Taxes for the year of the Closing increase over those for the preceding year,Seller shall pay to Purchaser a pro rata portion of such increase,computed to the Closing Date, and conversely, if such Taxes for the year of the Closing decrease from those of the preceding year, Purchaser shall pay to Seller a pro rata portion of such decrease,computed to the Closing, with any such payment to be made within ten(10)days after notification by either party that such adjustment is necessary. If all or part of the Redevelopment Area is located in a tax parcel for the year of Closing which includes property that is not within the Redevelopment Area,then the Taxes attributable to such tax parcel for the land value only and excluding the value of any improvements there for the year of Closing shall be allocated between the Redevelopment Area(or applicable portion thereof)and the other portions of such tax parcel on the basis of the percentages which the gross surface areas of the Redevelopment Are(or applicable portion thereof)and such other portions of such tax parcel represent of the total gross surface area of such tax parcel. If all or part of the Redevelopment Area is located in a tax parcel for the year of Closing which includes property that is not within the Redevelopment Area and all Taxes attributable to such tax parcel shall not have been paid in full at or prior to the Closing Date, each of Seller and Purchaser shall be obligated to deposit in escrow 6 with the Escrow Agent at Closing an amount equal to the Taxes estimated to be due with respect to their respective portions of such tax parcel for the entire year of Closing, which amounts will be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser.This provision shall survive the Closing. (b) Other Taxes and Assessments. All Taxes to the Closing Date (including installments due after the Closing Date with respect to special assessments which are payable in installments) and all Taxes for periods prior to the tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date. Seller shall be responsible for and indemnify Purchaser against any Taxes attributable to the period prior to the Closing Date,including,but not limited to,any Taxes deferred to subsequent years due to an exemption or special use valuation. (c) Levee District. Buyer and Seller acknowledge that the assessments for the Riverside Quindaro Bend Levee District of Platte County, Missouri(the"Levee District")for the 2023 taxable period are not due and payable at the time of Closing. Buyer shall pay,when due and payable, 100%of such assessments for the Levee District. Promptly after payment thereof,Buyer shall provide evidence of such payment to Seller, and Seller shall promptly reimburse Buyer for that portion of such assessment associated with the time period prior to Closing in accordance with the proration listed on Exhibit D hereto. (d) Post-Closing Adjustments. Seller shall, on or before the Closing, furnish to Purchaser and the Escrow Agent all information reasonably available to Seller that is necessary to compute the foregoing proration of Taxes. To the extent possible, the amount of any adjustment described in this section shall be estimated and paid at the Closing based upon the best information available to Purchaser and Seller at the time and shall be adjusted as soon thereafter as may be reasonably practicable when final billings are available or when such amounts may be determined with reasonable certainty.The foregoing obligations shall survive the Closing,any other provision hereof to the contrary notwithstanding. ARTICLE V REMEDIES 5.01. Purchaser's Remedies for Seller's Failure to Close. In the event that Seller fails or refuses to convey the Redevelopment Area at Closing and Purchaser has satisfied all of Purchaser's obligations pursuant to this Agreement,deposited the Purchase Price with the Escrow Agent and is prepared to proceed with Closing, Purchaser may exercise one of the following exclusive remedies: (a) terminate this Agreement by giving Seller written notice of such election prior to or at the Closing,and thereupon this Agreement shall terminate,and all parties hereto or mentioned herein shall be relieved and released of all further obligations,claims and liabilities hereunder; (b) to waive, prior to or at the Closing, the applicable objection or condition and proceed to the Closing of the transaction contemplated hereby in accordance with the remaining terms hereof;or (c) seek specific performance of Seller's obligation to convey the Redevelopment Area under this Agreement. Concurrently with the execution of this Agreement, Seller and Purchaser, at Purchaser's request, shall execute a memorandum of this Agreement in the form attached hereto as Exhibit C that Purchaser will be entitled to record in the appropriate real property records of Platte County, Missouri in order to give constructive notice of the existence of this Agreement. 7 5.02. Seller's Remedies. If Purchaser wrongfully fails or refuses to perform Purchaser's obligations pursuant to this Agreement, Seller not being in material default hereunder, Seller shall be entitled, as Seller's sole and exclusive remedy,to terminate this Agreement by written notice to Purchaser and the Escrow Agent. ARTICLE VI ENVIRONMENTAL 6.01. Representation and Warranty.Seller represents and warrants that to Seller's knowledge, and as set forth in the Existing Environmental Reports(as defined in the Development Agreement):(i)there are no Hazardous Substances or underground storage tanks in,on or under the Redevelopment Area,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 Redevelopment Area which has not been remediated in accordance with Environmental Law; (iii) there is no threat of any release of Hazardous Substances migrating to the Redevelopment Area;(iv)there is no past or present non-compliance with Environmental Law, or with permits issued pursuant thereto, in connection with the Redevelopment Area which has not been remediated in accordance with Environmental Law; (v) Seller has not received any written notice or any other written communication from any person(including but not limited to any governmental authority) relating to Hazardous Substances or required remediation thereof, or possibility liability of any person pursuant to any Environmental Law in connection with the Redevelopment Area; 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 Redevelopment Area. 6.02. Defined Terms. For the purposes of this Article 6: (a) "Hazardous Substance"means any pollutants, contaminants or industrial, toxic or hazardous chemicals, wastes,materials or substances which are defined, determined,classified or identified as such in any Environmental Law or in any judicial or administrative interpretation of any Environmental Law,including without limitation,petroleum,petroleum by-products,friable asbestos,polychlorinated biphenyls and urea formaldehyde. (b) "Environmental Law" means all statutes, laws, acts, ordinances, rules, regulations, orders, decrees and rulings of any Federal, State and/or local governmental or quasi- governmental body, agency, board, commission and/or court relating to the protection of health and/or the environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release and/or transportation of Hazardous Substances, including, without limitation,The Comprehensive Environmental Response,Compensation and Liability Act of 1980, as now or hereafter amended, The Resource Conservation and Recovery Act of 1976, as now or hereafter amended, and the Environmental Control Laws of the State of Missouri (principally set forth at Chapter 260 of the Revised Statutes of Missouri), as now or hereafter amended, and all regulations respectively promulgated thereunder. ARTICLE VII POST-CLOSING COVENANTS 7.01. Intentionally Omitted. 7.02. Permits.The parties acknowledge Purchaser intends to apply for building permits for the Redevelopment Area,and Seller will promptly review such building permits in accordance with the terms herein. 8 ARTICLE VIII MISCELLANEOUS 8.01. Integration. This Agreement constitutes the entire and final expression of the agreement of the parties hereto and supersedes all prior agreements and understandings of the parties, either oral or written. There are no other agreements, oral or written, between the parties regarding the Redevelopment Area. 8.02. Modification. This Agreement can be amended only by written agreement signed by the parties hereto and by reference made a part hereof. 8.03. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser and their respective heirs,personal representatives, successors and assigns. 8.04. Notices. Any notice, communication, request, demand, reply or advice (severally and collectively referred to as"Notice")in this Agreement required or permitted to be given,made or accepted must be in writing. Notice may, unless otherwise specifically provided herein, be given or served(a) by depositing the same in a receptacle regularly maintained and serviced by the United States Postal Service, postage pre-paid, registered or certified, and addressed to the party to be notified, with return receipt requested, or(b) by delivering the same to such party, or an agent of such party, by commercial courier. Notice sent by registered or certified mail in the manner hereinabove described shall be effective on the earlier of the third (3rd) business day after such deposit or the actual receipt thereof. Notice given by commercial courier shall be effective on the date delivered to the other party. For the purposes of Notice, the addresses of the parties shall,until changed as provided below,be as follows: Seller: The City of Riverside,Missouri Attention:City Administrator City Hall 2950 NW Vivion Road Riverside,MO 64150 With copy to: Spencer Fane LLP Attention:Joe Bednar 1000 Walnut, Suite 1400 Kansas City,MO 64106 Purchaser: KC WFC TRAINING, LLC Attn: Maggie Walters Foltz 1 Teal Rising Way Riverside,MO 64150 With copy to: Polsinelli PC 900 W.48th Place Kansas City,MO 64112 Attn: Roxsen Koch The parties hereto shall have the right from time to time to change their respective addresses,and each shall have the right to specify as its address any other address within the United States of America, by not less than ten(10)days'prior written notice to the other party. 9 8.05. Brokerage Commissions.Each party represents and warrants that no real estate brokerage commission fee is payable to any person or entity in connection with the transaction contemplated hereby, and each party shall indemnify,defend and hold the other party harmless from and against the payment of any commission or fee to any person or entity claiming, or alleging to claim, by, through or under the indemnifying party. 8.06. Time.Time is of the essence in all things pertaining to the performance of this Agreement. 8.07. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof,the terms,conditions,warranties,representations,obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing.All representations and warranties by Seller in this Agreement: (i) will expire one(1)year after the Closing Date as to matters for which Purchaser has not provided written notice to Seller within such period of time;and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three(3) years after the Closing Date. 8.08. APPLICABLE LAW; VENUE; WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF MISSOURI SHALL GOVERN THE CONSTRUCTION, ENFORCEMENT, INTERPRETATION AND VALIDITY OF THIS AGREEMENT.THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE, AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL LIE, IN PLATTE COUNTY, MISSOURI. SELLER AND PURCHASER EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 8.09. Headings.The headings that have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 8.10. Terminology. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. The words"herein,""hereof,""hereunder"and other similar compounds of the word"here"when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. The words"include" and"including" shall be deemed to be followed by the phrase"without limitation"unless otherwise qualified. 8.11. Construction of Agreement.This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by legal counsel for one of the parties,it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement. 8.12. Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation,shall be held invalid or unenforceable,such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be affected thereby. 10 8.13. Counterpart Execution. This Agreement may be executed in several counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. 8.14. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed at the Closing or after the Closing Date any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 8.15. Litigation.In the event of litigation between the parties with respect to the Redevelopment Area,this Agreement,the performance of the obligations hereunder or the effect of a termination under this Agreement,the losing party shall pay all reasonable attorneys'fees and expenses and court costs incurred by the prevailing party in connection with such litigation. 8.16. Benefit. This Agreement is for the benefit only of the parties hereto or their respective heirs,personal representatives,successors and assigns,and no other person or entity shall be entitled to rely hereon,receive any benefit here from or enforce against any party hereto any provision hereof. 8.17. Assignment.Purchaser may assign this Agreement and all rights hereunder to an affiliated entity provided that: (i) Purchaser shall remain jointly and severally liable with the assignee for the obligations contained in this Agreement; (ii) Purchaser,and any assignee by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment; and (iii) written notice of the assignment, including the name of the assignee, is provided to Seller three(3)business days prior to Closing. 8.18. Form of Instruments.Except as otherwise provided herein,all instruments to be furnished hereunder shall be prepared in such form as is reasonably acceptable to the party receiving such instrument. 8.19. Tenders of Performance.All tenders of performance shall be made at the Closing and at or before the time specified for the Closing. 8.20. Legal Holidays and Business Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should be on a Saturday,Sunday or legal holiday,the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein,the term "legal holiday" means any federal holiday for which financial institutions or post offices in Riverside,Missouri are generally closed for observance thereof.As used herein,the term"business day" shall mean a day which is not a Saturday, Sunday or legal holiday. 8.21. Nonwaiver. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing and signed by the party waiving such right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right shall operate as a waiver of such right or of any other right.A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. 11 All rights and remedies,whether evidenced hereby or by any other agreement,instrument or paper, will be cumulative and may be exercised separately or concurrently. 8.22. Effective Date;Acceptance.The effective date(the"Effective Date")of this Agreement shall be the date that the Escrow Agent receives one or more counterparts of this Agreement that have been signed by both Seller and Purchaser. The execution hereof by Purchaser shall constitute an offer by Purchaser to Seller to purchase the Redevelopment Area on the terms and conditions herein stated, which must be accepted by Seller on or before 5:00 p.m.,the City of Riverside, Missouri time,on the tenth(10th) business day(the"Acceptance Date")following the date set forth below Purchaser's signature hereto, by the execution hereof by Seller and the delivery of at least two fully-executed counterparts of same to the Escrow Agent on or before the Acceptance Date with instructions to deliver at least one fully executed copy thereof to Purchaser. If Purchaser's offer is not accepted in such manner by the Acceptance Date,the same shall be thereafter null and void. 12 IN WITNESS WHEREOF,this Agreement has been duly executed in multiple counterparts (each of which is to be deemed an original for all purposes)by the parties hereto on the respective date appearing below each party's signature to be effective on the Effective Date herein specified. SELLER: • ��,'' f` • ' CITY OF RIVERSIDE,MISSOURI tn.; 4-. Y` By: ;i at en L. Rose,Mayor .gy: Robin Kincaid,Cit Clerk 13 PURCHASER: KC WFC TRAINING,LLC By: Name: An C K. Lon Title: Avl ar. S14/1. 0 7 Date: 12- /Z/ /Zo 23 14 EXHIBIT A PARCEL C Lot 4,Riverside Soccer Final Plat,a Subdivision in Riverside,Platte County,Missouri,dated October 20, 2021 and recorded October 21,2021 in Book 22,Page 304,as Instrument No.2021020021 in the Officer of the Platte County Recorder of Deeds. • 15 EXHIBIT B FORM OF SPECIAL WARRANTY DEED COVER PAGE FOR RECORDING 1. Title of Document: Special Warranty Deed 2. Date of Document: [ 1 3. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 4. Grantee Name and Address: KC WFC TRAINING, LLC Attn: Maggie Walters Foltz 1 Teal Rising Way Riverside, MO 64150 5. Legal Description/Address: See attached Exhibit A 6. Book and Page Reference: N/A • 16 SPECIAL WARRANTY DEED THIS INDENTURE is made as of [ ] by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150, as grantor("GRANTOR"),to KC WFC TRAINING, LLC, with a mailing address of attn.: Maggie Walters Foltz, 1 Teal Rising Way, Riverside,MO 64150,as grantee("GRANTEE"). WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN AND NO/100 DOLLARS($10.00)and other valuable consideration to it in hand paid by GRANTEE(the receipt of which is hereby acknowledged)does by these presents,SELL and CONVEY unto GRANTEE,its successors and assigns, the lots, tracts or parcels of land, lying, being and situate in the County of Platte and State of Missouri as described as follows: See Attached Exhibit A THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO: a. Any and all exceptions,reservations,restrictions,covenants,easements,rights-of-way and other matters of record; b. Any taxes and assessments not yet due and payable; c. Zoning,subdivision and land use laws and ordinances;and d. The requirement, as set forth in that certain Development Agreement by and between Grantor,Grantee and ACFC,LLC,dated July 7,2023(the"DEVELOPMENT AGREEMENT"),that if any portion of the Soccer Complex Site is not utilized for Youth Operations or Headquarters during the Term of the Development Agreement,Grantee agrees to pay to Grantor the price difference between the applicable commercial price provided for in Section 3.15 of the Development Agreement, and the Soccer Complex Site price provided for in Section 3.13 of the Development Agreement within five(5)days of the Board of Aldermen's approval of the new development plan submitted for the Board's approval.All capitalized terms used and not defined herein shall have the meanings set forth in the Development Agreement. TO HAVE AND TO HOLD the premises aforesaid, with all and singular rights, privileges, appurtenances, and immunities thereto belonging or in anywise appertaining unto GRANTEE and unto its successors and assigns forever,GRANTOR hereby covenanting that said premises are free and clear from any encumbrance(except as referenced above)done or suffered by it; and that it will warrant and defend the title to said premises unto GRANTEE and unto its successors and assigns forever, against the lawful claims and demands of all persons claiming under GRANTOR. 17 IN WITNESS WHEREOF,GRANTOR has caused these presents to be signed as of the day and year first above written. GRANTOR: CITY OF ERSIDE, MIS I� By: Ka leen L. Rose, Mayor ATTEST:' " • RobinKincaid,City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE) 14, ON THIS 5 day of nhhex ,20 ,before me,the undersigned,a Notary Public in and for said county and state, personally appeared Kathleen L. Rose, to me personally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a municipal corporation duly organized and existing under the laws of the state of Missouri,and that the seal affixed to the foregoing instrument is the seal of said municipality, and that instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid,the day and year first above written. ,rY 4-e.„6t,:.Z:2 KINCAID NOT CROSIN�- � Notary Public Signatu e (Seal) STATE OF MISSOUtI NK COMMISSION CUNTON COUNTY _r COMMISSION015390631 �i N L T7 rN cam-+ N Printed or Typed Name My Commission Expires: 18 Exhibit A Legal Description [To be attached.] 19 EXHIBIT C FORM OF MEMORANDUM OF PSA COVER PAGE FOR RECORDING 7. Title of Document: Memorandum of Agreement of Purchase and Sale 8. Date of Document: [ ],202_ 9. Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Road Riverside,Missouri 64150 10. Grantee Name and Address: KC WFC TRAINING,LLC Attn: Maggie Walters Foltz 1 Teal Rising Way Riverside, MO 64150 11. Legal Description/Address: See attached Exhibit A 12. Book and Page Reference: N/A 20 MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE THIS MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE is made as of [ ], 202_by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, with a mailing address of 2950 NW Vivion Road, Riverside,Missouri 64150,as seller("SELLER"),to KC WFC TRAINING,LLC,a Kansas limited liability company,with a mailing address of attn.:Maggie Walters Foltz, 1 Teal Rising Way,Riverside,MO 64150, as Purchaser("PURCHASER"). WHEREAS, Seller and Purchaser are parties to that certain Agreement of Purchase and Sale(the "PSA"),with respect to certain real property more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "PROPERTY"), and dated as of [ ], 202_, pursuant to which Purchaser intends to purchase the Property from Seller For valuable consideration described in the PSA,Seller has agreed to sell and Purchaser has agreed to purchase,the Property,under the terms and conditions described in the PSA.The closing and transfer of title is to occur on or about[ ],202_. 21 IN WITNESS WHEREOF,this Memorandum of Agreement of Purchase and Sale Agreement has been duly executed.GRANTOR: SELLER t' .. I , ,• it. ', CITY OF RIVERSIDE,MISSOURI By: !( K leen L. Rose,Mayor .. •hE ,� • ' A'f •F,S� 'i,? B . Robin Kincaid,City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) )SS COUNTY OF PLATTE) ON THIS 5 day of')EC.Ei1'l1 (Z, 2( ?3,before me,the undersigned,a Notary Public in and for said county and state, personally appeared Kathleen L. Rose, to me personally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri,a municipal corporation duly organized and existing under the laws of the state of Missouri,and that the seal affixed to the foregoing instrument is the seal of said municipality, and that instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid,the day and year first above written. ROBIN L KINCAID Notary Public Signatur (Seal) NOTARYSTATE OF MIRYSSOURI MY COMhffSCUN ONEXPIRCOUNTY S MARCH8,2Qa /I I COMMISSION L. i�✓CA, Printed or Typed Name My Commission Expires: Y)9614 g -20-2 7 22 PURCHASER: KC WFC TRAINING,LLC By: Name: A 1n ;L K.. L n Title: o-i `4Y1 ACKNOWLEDGEMENT STATE OF NI;SScwv• ) )SS COUNTY OF"Pla'ke- ) ON THIS 215rday of DetiMbw,2023,before me, the undersigned, a Notary Public in and for said county and state,personally appearedup .. f.on ,to me personally known,who being by me duly sworn,did say that(s)he is the of KC WFC TRAINING,LLC,a Kansas limited liability company,and that said instrument was signed on behalf of said company by the authority of its members; and acknowledged said instrument to be the free act and deed of said limited liability company. WITNESS my hand and official seal in the County and State aforesaid,the day and year first above written. 4 V A IIAt OARETWADE WADERS Notaryi ' NOTMYOUOJC•NOTARYSFJIL Publi g nature (Seal) STATE OFYBSOURI MYOO OMISSION OSSION EAMESJULY 6,2026 cowOUNTY , 6 Ma, Cam- 1Nck 144.- Printed orl'yped Name My Commission Expires: TvAy �� 202(0 23 Exhibit A Legal Description [To be attached.] 24