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HomeMy WebLinkAbout2002 Ord Simone Real Estate, LLC BILL NO. 2024-031 ORDINANCE NO. �Uv AN ORDINANCE AUTHORIZING AND APPROVING THE SALE OF CERTAIN REAL PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO SIMONE REAL ESTATE, LLC,AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, commonly known as Lot 2 of the 40 West at Horizons subdivision, Riverside, MO, ("Lot 2") and further described on Exhibit A attached hereto and incorporated herein by this reference, together with all easements and appurtenances belonging or in any way appertaining thereto (the "Property"); and WHEREAS, Simone Real Estate, LLC, a limited liability company, duly organized and validly existing and in good standing under the laws of the State of Missouri ("Buyer"), desires to purchase that certain parcel of property to develop and use such parcel for a Forty Thousand (40,000) square foot industrial building of similar construction to other approved buildings within 40 West at Horizons and in accordance with Section B of the PD Regulations (the "Proposal)"; and WHEREAS, the City desires to sell the Property to the Buyer, and the Buyer desires to purchase the Property from the City, all upon the terms and conditions in substantially the form of Purchase and Sale Agreement attached hereto and incorporated herein as Exhibit B(the "Agreement"), for the sale price of Four Hundred Twenty-Four Thousand, Ninety and 10/100 Dollars ($424,090.10) (119,462 square feet at$3.55 / square foot) (the "Sale Price"); and WHEREAS, the Board of Aldermen find that the Proposal submitted by Buyer 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 Property, 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 Property pursuant to this Purchase and Sale Agreement, and its transfer by Special Warranty Deed in substantially the same form as Exhibit C attached hereto and incorporated herein, to Buyer, and subject to the Development Covenant in substantially the same form as Exhibit D attached hereto and incorporated herein. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 — BEST INTEREST OF THE CITY TO APPROVE THE AGREEMENT AND SELL LOT 2 OF THE 40 WEST AT HORIZONS SUBDIVISION, RIVERSIDE, MO, TO SIMONE REAL ESTATE, LLC. 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 an agreement to sell Lot 2 of the 40 West at Horizons subdivision, Riverside, MO, ("Lot 2") to Simone Real Estate, LLC, a limited liability company, duly organized and validly existing and in good standing under the laws of the State of Missouri ("Buyer"), for the sale price of Four Hundred Twenty-Four Thousand, Ninety and 14357.025 10/100 Dollars ($424,090.10) (119,462 square feet at $3.55/ square foot) (the "Sale Price"), and on the other terms and conditions contained in the Purchase and Sale Agreement in substantially the form as attached hereto as Exhibit B, and incorporated herein ("Agreement"). Sale of the Property to the Buyer for the Sale Price and on substantially the same terms and conditions as contained in the Agreement, and its transfer by Special Warranty Deed (the "Deed"), in substantially the same form as Exhibit C, attached hereto and incorporated herein, to the Buyer, and subject to the Development Covenant in substantially the same form as Exhibit D attached hereto and incorporated herein, is hereby approved. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Agreement in substantially the same form attached hereto as Exhibit B, and incorporated herein, 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. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 7th day of June, 2024. (teth-tli'D s • Kathleen L. Rose, Mayor • r ATTEST: ti Robin Kinca'i , City Clerk Approved as to form: Sp r Fane LLP, ecial Co el to the City y Joe Bedn 2 r 10/100 Dollars ($424,090.10) (119,462 square feet at $3.55/ square foot) (the "Sale Price"), and on the other terms and conditions contained in the Purchase and Sale Agreement in substantially the form as attached hereto as Exhibit B, and incorporated herein ("Agreement"). Sale of the Property to the Buyer for the Sale Price and on substantially the same terms and conditions as contained in the Agreement, and its transfer by Special Warranty Deed (the "Deed"), in substantially the same form as Exhibit C, attached hereto and incorporated herein, to the Buyer, and subject to the Development Covenant in substantially the same form as Exhibit D attached hereto and incorporated herein, is hereby approved. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Agreement in substantially the same form attached hereto as Exhibit B, and incorporated herein, 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. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 7th day of June, 2024. tekil&K) • Kathleen L. Rose, Mayor ATTEST: Rabin`Kiri'cai , City Clerk Approved as to form: Spencer Fane LLP, Special Counsel to the City by Joe Bednar 2 EXHIBIT A LEGAL DESCRIPTION [ EXHIBIT B PURCHASE AND SALE AGREEMENT 4 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the Effective Date(hereinafter defined),by and between THE CITY OF RIVERSIDE,MISSOURI, a fourth class city and political subdivision duly organized and existing under the laws of the state of Missouri ("City" or "Seller"), and SIMONE REAL ESTATE, LLC, a Missouri limited liability company("Buyer") (collectively the"Parties"). RECITALS: A. Seller is the fee owner of certain real property situated in Riverside, Platte County, Missouri, commonly known as Lot 2 of the 40 West at Horizons subdivision, Riverside, MO and further described on Exhibit A attached hereto and incorporated herein by this reference,together with all easements and appurtenances belonging or in any way appertaining thereto (the "Property"). B. Buyer desires to purchase, and the City Staff ("Staff') recommends the sale to Buyer, and the Board of Aldermen of the City pursuant to Ordinance No. Q pZ , having determined this Agreement will fulfill a public purpose, 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 TIF tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers, has authorized this sale of the Property pursuant to this Agreement upon and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Sale of the Property. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Property, upon and subject to the terms and conditions hereinafter set forth. 2. Purchase Price. Buyer shall pay to Seller,as consideration for the purchase of the Property, the sum ("Purchase Price") of Four Hundred Twenty-Four Thousand, Ninety and 10/100 Dollars ($424,090.10) (119,462 square feet at $3.55 / square foot). The Purchase Price shall be payable as follows: (a) Within three (3) days after the Effective Date, and in order to secure the performance of Buyer under the terms and provisions of this Agreement, Buyer shall deposit the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) with Coffelt Land Title, Inc., 401 Lexington, Harrisonville, MO 64701, Attention: L. Kent Shelman, Phone (816) 581-2221 (the "Title Company"), pursuant to Title Company's usual form of escrow agreement,if any,with special provisions as may be required to conform to this Agreement, which sum, together with any interest thereon less any investment fees related thereto, is sometimes hereinafter collectively referred to as the"Earnest Money", all or a portion of which shall be credited against the Purchase Price at Closing(as defined herein). (b) The balance of the Purchase Price, plus or minus prorations and other adjustments as set forth herein, if any, shall be due at Closing(hereinafter defined) and shall be paid by wire transfer of immediately available funds. (c) "AS-IS". AS A MATERIAL PART OF THE CONSIDERATION FOR THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, BUYER AND SELLER EXPRESSLY STIPULATE AND AGREE THAT BUYER SHALL ACCEPT THE PROPERTY "AS IS WHERE-IS" AND "WITH ALL FAULTS,"EXCEPT TO THE EXTENT SELLER HAS OTHERWISE MADE AN EXPRESS REPRESENTATION, WARRANTY OR COVENANT HEREIN, AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SELLER MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR ANY INTENDED USE OR PURPOSE, THE WORKMANSHIP OR MATERIALS USED IN THE IMPROVEMENTS ON THE PROPERTY, IF ANY, OR THE PRESENT OR FUTURE INCOME THAT MAY BE GENERATED FROM THE PROPERTY, EXCEPT TO THE EXTENT SELLER HAS OTHERWISE MADE AN EXPRESS REPRESENTATION, WARRANTY OR COVENANT HEREIN AND OTHER THAN WITH RESPECT TO THE WARRANTY OF TITLE SELLER AGREES TO DELIVER IN THE DEED REQUIRED UNDER THE PROVISIONS OF THIS AGREEMENT. NOTWITHSTANDING ANY OF THE FOREGOING TO THE CONTRARY IN THIS SECTION 2(c), BUYER DOES NOT WAIVE ITS RIGHTS, IF ANY, TO RECOVER FROM, OR RELEASE OR DISCHARGE OR COVENANT NOT TO BRING ANY ACTION AGAINST SELLER(I)FOR ANY ACT BY SELLER THAT CONSTITUTES FRAUD OR FRAUDULENT CONCEALMENT, (II) FOR SELLER'S BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SUBJECT TO THE LIMITATIONS AND CONDITIONS PROVIDED IN THIS AGREEMENT OR OTHERWISE BY LAW, OR(III) FOR SELLER'S EXPRESS OBLIGATIONS UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 2(c)SHALL SURVIVE THE CLOSING AND DELIVERY OF THE DEED TO BUYER. 3. Conditions Precedent to Closing. Buyer shall have ninety (90) days from the Effective Date to determine whether the Property is suitable for Buyer's intended use (the "Due Diligence Period"). Buyer may, in Buyer's sole and absolute discretion, terminate this Agreement for any reason,whether or not related to the condition of the Property,by written notice thereof to Seller on or before the date that is ninety (90) days after the Effective Date (the"Due Diligence Expiration Date"). If Buyer elects to terminate this Agreement on or before the Due Diligence Expiration Date, the Earnest Money will be returned to Buyer. If Buyer does not elect to terminate this Agreement,this Agreement shall continue in full force and effect,subject to the other terms and conditions of this Agreement, and Buyer will be deemed to have waived its JC 17523941.2 right to terminate this Agreement pursuant to this Section 3. Except as set forth below, Seller shall deliver the Property Information to Buyer no later than ten (10) business days after the Effective Date. "Property Information" shall mean any existing title, survey, and environmental reports in Seller's possession, as well as any leases, declarations, or restrictive covenants/documents affecting the Property, if any and any other information relating specifically to the Property that may be in the Seller's possession. (a) Title/Survey. Within fifteen(15)days after the Effective Date, Seller shall furnish to Buyer, at Seller's expense, a current title commitment ("Commitment") for an owner's title insurance policy (with copies of all underlying title documents listed in the Commitment other than any financing documents encumbering the Property) issued by the Title Company. So long as Buyer secures the Survey(defined below), Title Company's deletion of standard pre-printed survey-related exceptions in Schedule B-II of the Commitment shall be a condition to Buyer's obligation to close hereunder. Within thirty (30) days after the Effective Date, Buyer may obtain a new or updated survey ("Survey") for the Property, at Buyer's expense, prepared in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as revised in 2021, and certified to Buyer, Buyer's lender (if any), Seller and the Title Company. The Survey shall include items 1,2, 3,4,6(a), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 16, 17, 18,and 19 on Table A thereof. Buyer shall also provide a copy of the Survey to Seller. If the Survey discloses survey defects or if the Commitment shows exceptions that are objectionable to Buyer ("Objections to Title/Survey"), then Buyer shall notify Seller, in writing, on or before the Due Diligence Expiration Date("Title Notice Date"). If Buyer timely notifies Seller of any Objections to Title/Survey on or before the Title Notice Date, Seller shall have the right to notify Buyer in writing ("Seller's Response") within seven (7) business days following Seller's receipt of Buyer's Objections to Title/Survey ("Seller's Response Period") that: (i) Seller will cure the Objections to Title/Survey at or prior to Closing, or(ii) Seller will not cure any or certain specified Objections to Title/Survey. Seller must cure or satisfy all Schedule B-1 requirements. Except as may be specifically provided in this Section 3, Seller shall be under no obligation to cure any Objections to Title/Survey. In the event Seller fails to provide Seller's Response to Buyer during Seller's Response Period or, upon timely providing Seller's Response, Seller indicates that Seller is unable or unwilling to cure or otherwise satisfy all of Buyer's Objections to Title at or prior to Closing,Buyer shall have the right to notify Seller within three (3) days following the expiration of Seller's Response Period ("Buyer's Title Response Period"), that Buyer ("Buyer's Response"): (1) accepts title to the Property notwithstanding the Objections to Title/Survey in which event the pending Objections to Title/Survey shall be deemed to be Permitted Encumbrances, or (2) elects to terminate this Agreement, in which event the Earnest Money shall be delivered to Buyer and thereupon neither party shall have any further rights or obligations to the other hereunder, subject to any obligations which expressly survive termination of this Agreement. In the event that either the Title JC 17523941.2 Commitment or Survey is updated, Buyer shall have seven (7)business days after the receipt of any updates to object to any new matters. Matters disclosed by the Commitment or the Survey prior to the Due Diligence Expiration Date which are not objected to by Buyer in a timely manner or which are objected to but which are waived by Buyer shall constitute "Permitted Encumbrances"(as shall any overlaps, encroachments and boundary line disputes which would be revealed by an accurate ALTA/NSPS survey. Failure of Buyer to notify Seller in writing of any objectionable title or survey matter within the time periods prescribed herein shall constitute an election by Buyer's election to take title to the Property subject to such title and survey matters as are disclosed by the Commitment and the Survey. If prior to the Due Diligence Expiration Date, Buyer determines that one or more Due Diligence Items are unacceptable to Buyer or that the Property is not suitable for Buyer's intended use thereof,then Buyer may,in its sole and absolute discretion,terminate this Agreement by giving written notice of termination to Seller on or before the Due Diligence Expiration Date,whereupon the Earnest Money will be promptly returned to Buyer,this Agreement shall terminate and neither party shall have any further obligation to each other except for those matters which survive termination of this Agreement. In addition, Seller agrees that upon timely receipt of termination of this Agreement by Buyer hereunder Seller shall execute a Cancelation Agreement directing the Title Company to immediately release the Earnest Money to Buyer. If Buyer does not give such notice of termination on or before the Due Diligence Expiration Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section,and the Agreement shall remain in full force and effect. 4. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: (a) Title to Property. Seller is the sole owner of the Property and has good and marketable fee simple title to the Property, subject to only existing zoning ordinances, and liens, easements and restrictions of record. (b) No New Encumbrances or Leases. Unless Seller has obtained Buyer's prior written approval, Seller will not lease or otherwise encumber the Property • following the Effective Date hereof unless this Agreement is terminated prior to Closing. (c) Authority. Seller is fourth-class city and political subdivision duly organized and existing under the laws of the State of Missouri; Seller has the requisite power and authority to enter into and perform this Agreement and Seller's Closing Documents (as herein defined); such documents have been or will be duly authorized by all necessary action on the part of Seller and have been or will be duly executed and delivered. (d) No Hazardous Materials. Except as set forth in that certain Phase I Environmental Assessment dated September 8, 2021, prepared by Emerald Environmental, LLC, JC 17523941.2 Emerald Project No. 2021225, to Seller's knowledge, Seller has not received any notice, citation, summons,directive, order or other communication,written or oral, from any governmental or quasi-governmental authority of agency concerning the presence, generation, treatment, storage, transportation, transfer, disposal, release or other handling of any Hazardous Materials within, on, from, related to or affecting the Property. To Seller's knowledge, the Property has never been used by Seller or any occupant thereof, to generate, treat, store, transport, transfer, dispose or, release or otherwise handle any Hazardous Materials, except uses of common commercial materials which may contain Hazardous Materials, provided such uses complied with applicable laws. "Hazardous Materials" or similar terms shall mean and include asbestos, asbestos-containing materials, petroleum and petroleum products, the group of organic compounds known as polychlorinated biphenyls, and any substances or materials that are regulated, controlled or prohibited under the Resource Conservation and Recovery Act of 1976("RCRA"), 42 U.S.C. § 690, the Comprehensive Environmental Response, Compensation and Liability Act of 1980("CERCLA"),42 U.S.C. Sections 9601-9657, as amended by the Superfund amendments and Reauthorization Act of 1986 ("SARA"), or any similar State law or local ordinance or any other environmental law, the Federal Water Pollution Control Act,33 U.S.C. §1251,the Clean Air Act,42 U.S.C. §7401, the Toxic Substances Control Act("TCSA"), 15 U.S.C. §2601,or any similar State law or local ordinance, or any other Federal, State or local environmental statutes, regulations, ordinances or other environmental regulatory requirements. (e) No Encumbrances Affecting Property. To Seller's knowledge, there are no contracts or other encumbrances affecting the Property, except as set forth on the plat of the Property or as may be shown on the Commitment. 5. Representations and Warranties by Buyer. (a) Buyer's Authority. Buyer represents and warrants to Seller that Buyer is a limited liability company, duly organized and validly existing and in good standing under the laws of the State of Missouri; that Buyer has the requisite power and authority to enter into this Agreement and Buyer's Closing Deliveries (as herein defined); such documents have been duly authorized by all necessary action on the part of Buyer and have been or will be duly executed and delivered; that the execution, delivery and performance by Buyer of such documents will not conflict with or result in violation of Buyer's organizational documents, or any judgment, order or decree of any court or arbiter to which Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable against Buyer in accordance with their terms. (b) No Pending Proceedings. Buyer has no knowledge that there is any action, suit, proceeding or claim affecting Buyer or relating to the authority of Buyer to purchase the Property; and (c) Office of Foreign Assets Control Issues. JC 17523941.2 (i) Buyer represents and warrants that Buyer and each person or entity owning an interest in Buyer: A. 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 B. 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. (ii) none of the funds or other assets of Buyer constitute property of, or are beneficially owned, directly or indirectly,by any Buyer Embargoed Person (as hereinafter defined), A. no Buyer Embargoed Person has any interest of any nature whatsoever in Buyer(whether directly or indirectly), B. Buyer 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 "Buyer Embargoed Person" means any person, entity or government subject to trade restrictions under U.S.law,including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq.,the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder,with the result that the investment by Buyer is prohibited by law or Buyer is in violation of law. (iii) Buyer also shall require, and shall take reasonable measures to ensure compliance with the requirement,that no person who owns any other direct interest in Buyer is or shall be listed on any of the Lists or is or shall be a Buyer Embargoed Person. This Section shall not apply to any person to the extent that such person's interest in the Buyer is through a U.S. publicly traded entity. 6. Closing (a) Closing Date. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on or before the date which is thirty (30) days following the Due Diligence Expiration Date ("Closing Date"), subject to delays occasioned by operation of Section 6(b)(iii) below. Closing shall occur at JC 17523941.2 the office of the Title Company (as described above), or at such other time and place as the parties may mutually agree. (b) Buyer's Closing Conditions Precedent. Buyer's obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions ("Buyer's Closing Conditions Precedent")on or before Closing,but Buyer shall have the unilateral right to waive any Buyer's Closing Condition Precedent, in whole or in part, by written notice to Seller: (i) The representations and warranties of Seller set forth in Article 4 hereof shall be, in all material respects, true and complete. (ii) Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement, in all material respects. (iii) There shall be available to Buyer upon payment of the applicable premium, an owner's policy of title insurance to be issued by the Title Company in the amount of the Purchase Price, insuring the title and interest of Buyer in and to the Property and any easements or rights of way appurtenant thereto, on ALTA Form B, with such endorsements and in such forms as Buyer or Buyer's lender shall reasonably require, with exception only for the lien of general real estate taxes for the current tax fiscal year, and the Permitted Encumbrances (the"Policy"). (iv) No material, adverse changes to the Property or any due diligence or other matter affecting the same shall have occurred since the Due Diligence Expiration Date. (c) Seller's Closing Conditions Precedent. Seller's obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions ("Seller's Closing Conditions Precedent"),but Seller shall have the unilateral right to waive, in whole or in part, any Seller's Closing Condition Precedent by written notice to Buyer: (i) The representations and warranties of Buyer set forth in Article 5 hereof shall be, in all material respects, true and complete. (ii) Buyer shall have performed all of the obligations required to be performed by Buyer under this Agreement, as and when required by this Agreement, in all material respects. (iii) There shall not have been instituted by or against Buyer any bankruptcy proceeding. (iv) The parties shall have entered into a Development Agreement, pursuant to which the Buyer shall agree to develop the property in accordance with the JC 17523941.2 Municipal Code of the City of Riverside, Missouri, as amended from time to time and all zoning regulations of the City of Riverside, Missouri,unless waived by the Board of Alderman through the Board's adoption of the appropriate Ordinance or Resolution and the design standards set forth on Exhibit B which may be required by the Seller. In the event Buyer's Closing Conditions Precedent or Seller's Closing Conditions Precedent,as the case may be,have not been satisfied or waived as of the scheduled Closing Date, and provided the failure to satisfy or waive any such condition is not attributable to a breach or default of this Agreement by its own actions, either Buyer or Seller may terminate this Agreement by delivering written notice to the other party on or prior to the scheduled Closing Date, and in such event,this Agreement shall terminate. 7. Closing Deliveries. (a) Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver or cause to be executed and/or delivered to Buyer the following documents, fully executed and notarized and in recordable form, where required (collectively, "Seller's Closing Documents"): (i) Deed. An executed and acknowledged Special Warranty Deed ("Deed") substantially in the form attached hereto as Exhibit C conveying fee simple title to the Property to Buyer, free and clear of all encumbrances,except the Permitted Encumbrances. (ii) Releases. Written release of any lien, security interest, mortgage or deed of trust,mechanic's lien or other encumbrance affecting the Property. (iii) Seller's Affidavit. An Affidavit of Seller in a form satisfactory to and customarily used by the Title Company to permit Buyer to obtain the ALTA (Form B) owner's policy of title insurance without the standard or general pre-printed title exceptions shown on the Commitment and in conformance with the provisions of this Agreement, so long as Buyer shall furnish Title Company with a Survey sufficient for such purposes. (iv) FIRPTA Affidavit. An executed non-foreign affidavit properly 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 such information as is required by IRC Section 1445(b)(2) and its regulations. (v) Evidence of Authority. Such evidence of Seller's authority to consummate the sale of the Property as is contemplated in this Agreement or as Buyer or Title Company may reasonably request, including but not limited to a certified copy of the City Ordinance authorizing the City to enter into this Agreement. JC 17523941.2 (vi) Tax Certificates. Deliver tax certificates or other written evidence showing that there are no delinquent taxes, assessments or PILOTS affecting the Property as of the Closing Date. (vii) Development Covenant. An executed and acknowledged Development Covenant (the "Development Covenant") substantially in the form attached hereto as Exhibit D. (viii) 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 Buyer, its legal counsel, or Title Company. (b) Buyer's Closing Deliveries. On the Closing Date, Buyer will execute and/or deliver or cause to be executed and/or delivered to Seller the following (collectively, "Buyer's Closing Deliveries"): (i) Purchase Price. The Purchase Price, by wire transfer of immediately available funds, subject to adjustments and prorations as provided herein. (ii) Title Documents. Such affidavits of Buyer, transfer declarations, resolutions of Buyer or other documents as may be reasonably required by Title Company in order to record the Deed and issue the title insurance policy required by this Agreement, fully executed and in notarized, where required. (iii) Evidence of Authority. Such evidence of Buyer's authority to consummate the sale of the Property as is contemplated in this Agreement or as Seller or Title Company may reasonably request. (iv) 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 Seller, its legal counsel, or Title Company. (c) Buyer's and Seller's Closing Documents. On the Closing Date, Seller and Buyer shall jointly execute and deliver the following: (i) Closing Statement. A closing and disbursement statement showing the Purchase Price,the costs and expenses of the Closing attributable to each of Buyer and Seller, and the disbursement of funds to, or at the direction of, Seller. (ii) Miscellaneous. Such other documents, instruments and affidavits as shall be necessary to consummate the transaction contemplated hereby. (d) Escrow Closing. This transaction shall be closed through an escrow with the escrow department of the Title Company,in accordance with the general provisions of the Title Company's usual form of escrow agreement, if any, with special provisions as may be required to conform to this Agreement. Upon the creation of .1C 17523941.2 such escrow,payment of the Purchase Price and delivery of the Deed shall be made through the escrow. This Agreement shall not be merged into or in any manner superseded by the escrow agreement. 8. Adjustment and Prorations. Seller and Buyer shall make all adjustments and apportion all customary expenses with respect to the Property, including, without limitation, the following: (a) Real Estate Taxes and Special Assessments. Real estate taxes("Taxes")imposed on the Property for the year in which Closing occurs and any prior year not then due and payable shall be prorated and adjusted to the Closing Date based upon the most recently ascertainable tax bills covering the Property or,if available,upon the issuance of actual tax bills therefor. The proration of such Taxes shall be based on a 365-day year, with the Closing Date being charged to Seller, and shall be final and not adjusted post-Closing. To the extent the land comprising the Property is combined with any other property for tax assessment purposes, the prorations shall be made on a relative square foot basis, provided, however, that no improvements located on such other land shall be considered when calculating the portion of Taxes or any assessments attributable to the Property. All special taxes or assessments made or assessed on or before the Closing Date shall be paid by Seller on or before the Closing Date, whether they are due and payable on,before, or after the Closing Date, provided, however, that if any such assessment is payable in installments, Seller shall be responsible for any installments due prior to Closing and Buyer shall be responsible for paying any installments due after Closing. (b) Title Insurance and Survey. Seller shall pay for the cost of the Commitment and the cost of the owner's title policy contemplated by this Agreement(excluding the cost of any and all endorsements thereto). Buyer will pay for the cost of any endorsements to the owner's title policy requested by Buyer, and all costs of any lender's title insurance policy. Buyer shall pay all costs with respect to preparation of the Survey. (c) Closing Fee. Seller and Buyer will each pay one-half of any reasonable and customary closing and escrow fees charged by the Title Company. (d) Deed. Seller shall pay the cost to prepare the Deed to be delivered by Seller under this Agreement. (e) Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in the condition required by this Agreement. Buyer will pay the cost of recording the Deed and all other documents recorded at Buyer's request. (0 Attorney's Fees. Each of the parties will pay its own attorney's fees, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorney's fees and court costs incurred by the non-defaulting party to enforce successfully its rights regarding such default. JC 17523941.2 (g) Other Costs. All other costs shall be allocated in accordance with the custom prevailing in similar transactions in the City. (h) 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 2024 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. Except as otherwise expressly provided in this Agreement, all prorations provided for herein shall be final. 9. Default. (a) Except as herein provided, in the event that Buyer fails to consummate the transactions contemplated herein for any reason, except due to Seller's default or the failure of any of the conditions to Buyer's obligations set forth herein to be satisfied,Seller shall be entitled to terminate this Agreement and the Earnest Money shall be forfeited to Seller as Seller's sole and exclusive remedy in the event of a default by Buyer in consummating this Agreement. Thereafter,neither party shall have any further obligation to the other except for those set forth herein which specifically survive termination of this Agreement.] (b) Except as herein provided, in the event that Seller fails to consummate the transactions contemplated herein for any reason, except due to Buyer's default or the failure of any of the conditions to Seller's obligations set forth herein to be satisfied, Buyer (as its sole and exclusive remedies) may (i) enforce specific performance of this Agreement, or (ii) terminate this Agreement and receive a return of its Earnest Money Deposit with neither party having any further obligation to the other. 10. Brokerage Commission. Seller and Buyer each represent and warrant to the other that neither has employed any real estate agent, broker or finder in connection with the contemplated transaction and each party agrees to indemnify the other from and against any and all brokerage commissions and finder's fees arising or resulting from acts or omissions of the indemnifying party. 11. Assignment. Buyer may not assign and transfer its rights or delegate its duties under this Agreement without Seller's prior written consent. 12. Notices.All notices,demands,designations,certificates,requests,offers,consents, approvals, appointments, and other instruments given pursuant to this Agreement shall be in writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery service; (c) certified or registered mail, return receipt requested; (d) email when sent to the email address in this Section;or(e)facsimile transmission,if notice is also provided by express overnight delivery, and shall be deemed to have been delivered upon (i) receipt, if hand delivered; (ii) the JC 17523941.2 next Business Day, if delivered by a reputable express overnight delivery service; (iii) receipt or first attempted delivery(as reflected in the United States Postal Service's record)following deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested; (iv) if by email, when the email recipient acknowledges receipt or an automatic "read receipt" is received by sender from recipient's email; or (v) transmission, if delivered by facsimile transmission. Notices shall be provided to the parties and addresses (or electronic mail addresses) specified below: If to Seller: The City of Riverside, Missouri Attention: City Administrator City Hall 2950 N. W. Vivion Road Riverside, MO 64150 with copy to: Spencer Fane LLP 1000 Walnut Suite 1400 Kansas City, MO 64106-2140 Attention: Joe Bednar If to Buyer: Simone Real Estate, LLC do Anthony Simone 4300 Belgium Blvd., Suite 100 Riverside, MO 64150 with copy to: Protzman Law Firm do Andrew Protzman 4001 W. 114`11 Street, Suite 110 Leawood, KS 66211-2604 Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified. 13. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein contained and all prior negotiations, discussions, writings and agreements between the parties, including but not limited to any written or verbal representations or promises made by any City official or employee, with respect to the subject matter herein contained are superseded and of no force and effect. No amendment to or modification of this Agreement shall be effective unless in writing, approved by the Board of Aldermen for the City as evidenced by the appropriate City passed and adopted Resolution or Ordinance, and signed by both Seller and Buyer. Except as otherwise expressly provided herein, no covenant, term or condition of this Agreement shall be deemed to have been waived by either party unless such waiver is approved by the Board of Aldermen for the City as 1C 17523941.2 evidenced by the appropriate City passed and adopted Resolution or Ordinance, and is in writing signed by the party charged with such waiver. 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 15. 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, the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. 16. Time of Essence. Time is of the essence of this Agreement. 17. Counterparts/Fax Signatures. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. Facsimile or electronic transmission of any signed original document, and the retransmission of any signed facsimile or electronic transmission, shall be the same as delivery of the original signed document. 18. Remedies. Except as otherwise specifically set forth herein (i) the parties shall have all rights and remedies at law or in equity for any breach by the other party of any provision of this Agreement that survives Closing or termination, (ii) the remedies provided herein shall be cumulative and shall not preclude the assertion or exercise of any other rights or remedies available by law, in equity or otherwise, and (iii) no provision of this Agreement waives the sovereign immunity of the City. 19. Survival of Terms. The Parties agree that unless otherwise specifically provided in this Agreement, any obligation which reasonably should or could be performed after the completion of the sale and transfer of the Deed shall survive the Closing and transfer of the Deed, shall not terminate and shall otherwise be a continuing agreement between the parties, enforceable after Closing for a period of six(6)months. 20. APPLICABLE LAW. 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. TO THE EXTENT PERMITTED BY APPLICABLE LAW. 21. Attorneys' Fees. In the event of any litigation or arbitration proceedings between the Parties arising from a dispute as to the meaning and/or enforceability of any terms of this Agreement, the prevailing party shall be entitled to recover its legal fees and expenses, including JC 17523941.2 any fees and expenses incurred in connection with appeals, in connection with any such proceeding. 22. 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. 23. 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. 24. 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 Buyer have contributed substantially and materially to the preparation of this Agreement. 25. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Buyer, Seller and Buyer 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. 26. Exhibits. The following exhibits are made a part hereof, with the same force and effect as if specifically set forth herein: A. Exhibit A —Property Description B. Exhibit B—Design Standards C. Exhibit C—Form of Special Warranty Deed D. Exhibit D—Form of Development Covenant [Remainder of Page Left Intentionally Blank; Signature Page Follows] JC 17523941.2 SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the last day and year written in the signature blocks below(the"Effective Date"). SELLER: CITY OF ERSIDE, MISSO By: Kathleen L. Rose,Mayor • Date: e) 7, .2-002,271 • • ATTEST: , B Robin Kincai ,City Clerk JC 17523941.2 SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date. BUYER: SIMONE REAL ESTATE, LLC By: Name: Anthony Simone Title: Date: JC 17523941.2 EXHIBIT A Property Legal Description [to be confirmed by title] LOT 2, 40 WEST AT HORIZONS, A REPLAT OF TRACT"A", REPLAT OF DOORLINK, 1ST PLAT, IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI. JC 17523941.2 EXHIBIT B Design Standards for Horizon West Property is currently zoned PD, consistent with other lots in Riverside Horizon West at time of development. 2. The 40,000 square foot industrial building will be of tilt-up construction similar to other approved buildings within 40 West at Horizons and in accordance with Section B of the PD Regulations included below. 3. Overall appearance and construction will be similar to the other approved buildings within 40 West at Horizons. 4. The Purchaser agrees to pull the permits for its construction and commence construction on or before November 30, 2024; provided, however, that Seller and Purchaser hereby acknowledge and agree that if such permit deadline,or any performance required as a prerequisite of such permit deadline,are delayed due to Force Majeure or an act or neglect of Seller,said permit deadline shall be extended for the total accumulated time of all such delays. "Force Majeure" means any event, condition or circumstance beyond the control of a party which prevents or hinders performance of such party's obligations under this Agreement,and by way of example and not limitation, includes all terrorist acts, acts of war, hostilities, blockades, embargoes, boycotts, sabotage, strikes, lock-outs, slow-downs, disturbances, disorders, riots, civil commotion, malicious damage, floods, storms, unusual and inclement weather given the time of year and location of the Land, fire, acts of God,pandemics,plagues, epidemics,delays, actions or inactions by any governmental, quasi-governmental entity, or utility, unavailability or delay of labor or materials, procurement delays, supply chain disruptions, material delays relating to market conditions, or other similar unexpected event which prevents the party claiming force majeure from performing its obligations hereunder and which act or event is beyond the reasonable control and not arising out of the fault of said party (or its contractors, officers, members, directors, shareholders, subcontractors, representatives and agents), and said party has been unable to overcome such act or event by the exercise of due diligence and commercially reasonable efforts, skill and care. Horizons"PD" Regulations (Adopted August 2016) A. Building Lines. There shall be no minimum front and rear setback requirements for the Planned Development. Building separation shall be a minimum of twenty(20)feet and separation of buildings will be required to meet minimum separation standards governed by the adopted building code of the City. Building setbacks shall be set by final development plan and where applicable final plat. B. Building Materials and Construction. All buildings and other structures within Horizons Business Park shall be constructed of attractive exterior sides of high-quality materials including masonry, concrete, glass, and metal (when used in an incidental role). Specific materials which will be excluded include exposed (i) galvanized metal facades, (ii) nondecorative cinder or JC 17523941.2 concrete block, and (iii) double T concrete panels. Exterior mechanical or electrical equipment, including,but not limited to,HVAC equipment shall be so placed or screened that the predominant design lines of the building or structure continue without visual distraction or interruption. If the function of the building or structure dictates placement of such equipment in such a manner or location that the building exterior walls themselves are unable to screen the equipment from view of adjacent existing or proposed streets or highways, they must be separately screened using materials compatible with the approved building materials with use of an appropriately designed parapet wall and the height of such screening shall be equal to the height of the equipment to be screened; or with acceptable landscaping. Accessory buildings, enclosures, appurtenant structures to,or extrusions from, any building or structure shall be of similar or compatible materials,design and construction. C. Building Material Colors. Color of materials used on the construction of all buildings, enclosures, and appurtenant structures shall be consistent throughout the entire development and will present a predominantly warm earth tone appearance. Exact color palette and materials will be approved by final development plan. D. Parking. Adequate off-street parking for employees, customers, owners and tenants shall be the responsibility of the property owners. All necessary parking facilities shall be provided for entirely on private property. Parking ratios will be provided in the development plan and will be reviewed and approved by the City. Parking on private or public streets or highways within the subject property is expressly prohibited. All parking areas and drives and access shall be paved with an impervious surface equal to asphalt or concrete and maintained in a well-kept condition. Each parking space provided shall be designated by lines painted on the paved surfaces and shall be adequate in area, generally spaces will be sized nine feet wide by eighteen feet long(9' x 18') when a curb abuts and nine feet wide by twenty feet long(9' by 20')when not abutting a curb. For the office portion of the Planned Development, it shall be the general standard that no parking spaces, parking aisles or roadways, except the access way, shall be permitted within the front ten (10) feet of the front setback. If parking spaces are provided in front of the building a landscape buffer shall be provided as described in the landscaping section of this regulation. Businesses experiencing rapid growth may submit a request to the Director of Community Development to allow temporary gravel overflow parking. Parking may be allowed in accordance with the following standards: 1. A site plan identifying the parking area,parking lot size and specifications for base and gravel must be submitted for review prior to the parking being installed. 2. The parking area shall not impede public safety. 3. The maximum timeframe for the temporary gravel overflow parking is 18 months. At the end of the timeframe, the area must either accommodate a building/building expansion, become green space or be paved per City approvals and regulations. 4. An agreement outlining the specifications for the temporary gravel overflow parking shall be signed by the appropriate business representative and the Director of Community Development. E. Off-Street Loading. Provision for handling all truck service must be totally within the 1C 17523941.2 building site. Docks and loading areas facing non-industrial uses within the development shall be screened in accordance with the landscape provisions described in the PD regulations. All loading shall be paved with an impervious surface equal to asphalt or concrete. All side and rear loading service areas shall be properly screened from view from all existing or proposed streets, roads, or highways by walls, earth berms, and/or plant material. F. Outdoor Storage. Although the outdoor storage of materials and equipment is not preferred, the City recognizes it is an important component for some industrial businesses. Considering this, the outdoor storage of materials and equipment may be permitted in accordance with the following regulations. These regulations do not apply to the customary trailer parking activities associated with industrial businesses. 1. Outdoor storage is only permitted within the industrial portion of the Planned Development. 2. Because outdoor storage is not preferred, minimizing the visible impact of outdoor storage on public rights-of-way and less intense uses is critical. Thus, outdoor storage shall only be permitted in areas that are not visible from Horizons Parkway and the office portion of the Planned Development. 3. All outdoor storage must be located in a side or rear yard such that views from public rights-of-way and less intense uses are limited. 4. The maximum outside storage area shall be based on the business's inside space. 10,000 square feet of first floor indoor space = 1,000 square feet of outside storage area. 5. Storage areas shall be located adjacent to the building and shall not extend more than 5 feet less than the length of the screening mechanism (i.e. —if the wing wall extends 80 feet from the building, the storage area shall not extend beyond 75 feet). This requirement may be waived if the storage area is behind a building and is not visible from any public rights-of-way and less intense uses. 6. The maximum height of stored items shall not exceed 20 feet. 7. Storage areas shall not impede vehicular traffic and emergency access points. 8. All materials being stored must be associated with the business that is located in the building adjacent to the storage area. 9. Storage areas shall be maintained in a neat and orderly manner. 10. If outdoor storage is desired that cannot meet these criteria, a special use permit may be requested. When reviewing the request, the following shall be taken into consideration. o Distance from Horizons Parkway, I-635 and Highway 9 - the farther away the more likely it is the request will be approved. o Visibility — the lower the visibility the more likely it is the request will be approved. o East or West—the industrial area west of Horizons Parkway within the Planned Developed is intended for more intense uses, thus outdoor storage west of Horizons Parkway is more likely to be approved. G. Waste Receptacles and Enclosures / Waste Removal. Waste receptacles in the industrial portion of the Planned Development shall be located behind or on the sides of buildings such that JC 17523941.2 they are not readily visible from public rights-of-way. For the office portion of the Planned Development, facilities for storage of waste and rubbish shall be property screened within an approved trash enclosure. Each owner and tenant shall keep its premises, buildings and improvements and appurtenances in a safe, sightly, clean, neat and wholesome condition, and shall comply in all respects with all governmental, health and police requirements. Each owner and tenant shall remove, at its own expense, any rubbish or trash of any character which may accumulate on its property and shall keep unlandscaped and landscaped areas neat and well-maintained. Rubbish and trash shall not be disposed of on the premises by burning in open fires or incinerators. All rubbish and trash containers shall be properly screened by an appropriate enclosure. H. Permanent Park Signage. No sign shall be erected, placed or otherwise installed upon a Building Site or affixed to a Building, structure, or other improvement erected on a Building Site until the plans for such sign have been approved by the City. Flashing or moving signs are prohibited. Product or service replicas or models are prohibited, unless allowed per the Unified Development Ordinance. The location, size, design and color of all signs must be in keeping with the character of the Park. 1. Park Monument Signs. Park Monument Signs shall be utilized to identify the development as whole and not individual businesses and shall only be permitted to the Master Developer of the Planned Development. Three Park Monument Signs shall be permitted, each with a maximum sign face of two-hundred fifty(250) sq. ft. Park Monument Signs are allowable in the public right-of-way. 2. Park Entry Signs. Park Entry Signs shall be utilized to identify main entrances of the development and not individual businesses and shall be permitted to the Master Developer of the Planned Development. Three Park Entry Signs shall be permitted, each with a maximum sign face of thirty-six (36) sq.ft. Park Entry signs are allowable in the public right-of- way. 3. Park Directional Signs. Park Directional Signs shall be utilized to identify buildings address, name of business, and in appropriate cases logos of the company occupying. Each building shall be permitted to have a Park Directional Sign, each with a maximum sign face of twenty(20) sq.ft. 4. Building Facade Signs. Building Façade Signs shall be attached to the building to identify individual businesses and shall be approved as a component of the Final Development Plan. Industrial Buildings — For those lots that do not abut Horizons Parkway, each individual tenant may have a maximum of two (2) walls signs per building, with a maximum of one (1) sign per side of building. The maximum sign face per sign shall be one-hundred twenty (120) square feet, except for a building with a single tenant, the maximum sign face per sign shall be one-hundred fifty(150) square feet. For those lots abutting Horizons Parkway each individual tenant may have a maximum of three (3) wall signs, with a maximum of one (1) sign per side of building. The JC 17523941.2 maximum sign face per sign shall be one-hundred twenty (120) square feet, except for a building with a single tenant, the maximum sign face per sign shall be one-hundred fifty(150) square feet. For signs with one line of copy,the maximum letter height shall be sixty(60)inches per letter. For signs with two lines of copy, the maximum letter height shall be forty-eight (48) inches per letter. Office Buildings - Each building may have a maximum of two (2)building façade signs. The total maximum sign face per building shall be eighty (80) square feet, with no sign being larger than fifty(50) square feet. For signs with one line of copy,the maximum letter height shall be sixty (60) inches per letter. For signs with two lines of copy, the maximum letter height shall be forty-eight(48) inches per letter. 5. For Sale or Lease Signs. A temporary wood, metal, or plastic sign may be erected on a developed building site to offer the property for sale or lease. One (1) such sign, having a maximum area of thirty(30)square feet for buildings less than 50,000 square feet,thirty- five(35) square feet for buildings more than 50,000 square feet but less than 150,000 square feet, and sixty(60) square feet for buildings more than 150,000 square feet. 6. Temporary Signs. Paper signs, stickers, transfers, signs printed or affixed to, or visible through the windows, doors or exterior walls of a building or other signs of a temporary character or purpose, regardless of the composition of the sign or the materials used therefore, are expressly prohibited. 7. Construction Signs. A temporary wood, metal, or plastic sign will be allowed during the construction of a building project. Such signs may be either single or double faced with each face having a maximum area of fifty square feet for building sites, less than three (3) acres and eighty square feet for building sites of three (3) acres or more. All signs permitted under this provision will be removed immediately upon issuance of an occupancy permit for any building constructed on the site. I. Landscaping. All open areas on any building site not occupied by buildings, storage, parking, access roads and loading shall be suitably graded with a slope not to exceed 3:1 to allow for mowing, and drainage and shall be maintained in lawn, trees, and/or shrubs, including lawn irrigation in all such areas. It is the intent of these regulations to provide a park-like setting for the buildings, as well as to screen objectionable areas. Office Park: Building sites shall be landscaped in accordance with the general landscaping plan for the Park. All lots are required to provide a minimum landscape buffer of ten feet (10')along public right-of-way,utilizing deciduous shade and ornamental trees,evergreen trees and shrubs. Building Site (Pervious Area): Building site shall include a minimum of one(1) two and one-half(2-1/2) inch caliper deciduous or evergreen tree (8' in height) for each two thousand five hundred (2,500) square feet of pervious/ green space area,to be planted in side yard, front yard or rear of building at common area. Substitutions are allowed for Pervious area calculation only based upon the following: JC 17523941.2 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) = 20 shrubs 3' in height or 2 ornamental trees 6' in height Building Frontage at Street: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8'ht)for every 40 feet of street frontage to be planted along the street right- - of-way. Common Area side or Building Rear: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 40 feet of frontage on common area such as, lakes and canals. Parking Lots: Landscaped islands should be added at the ends of all parking rows and should be bermed and planted with either sod or landscaping. • 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 200 square foot of parking lot islands. • Fifty percent(50%)of the parking lot should be screened from view with shrubs 3' in height. Building Foundation: Forty percent 40% of the building foundation should be landscape with ground covers, shrubs and ornamental trees. Industrial Park: Building sites shall be landscaped in accordance with the general landscaping for the Park: Building Frontage at Street: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht)for every 40 feet of street frontage to be planted along the street right- of-way. Common Area side or Building Rear: 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 50 feet of frontage on common area such as, lakes and canals. Parking Lots: Landscaped islands should be added at the ends of all parking rows and should be bermed and planted with either sod or landscaping. • 1 Shade Tree (2-1/2" cal.) or Evergreen Tree (8' ht) for every 200 square foot of parking lot islands. • Parking lot screening is encouraged where green space exists. Screening should be shrubs 3' in height not to exceed 20% of the total frontage. Building Foundation: Building foundations should be landscaped at building entries and sides with groundcovers, shrubs and ornamental trees. The landscape development, having been installed, shall be maintained by Owner in a neat and adequate manner, which shall include the mowing of lawns, trimming of hedges, other such maintenance and watering including the installation of lawn irrigation on all sites.The landscaping shall be implemented and completed within six (6) months after certificate of occupancy of the building has been issued. J. Exterior Lighting. Lighting of buildings and public areas, such as parking, plazas, landscaping, fountains, sculptures, and walkways is required. All site lighting will be accomplished by using concealed source fixtures with a minimum average illumination in JC 17523941.2 accordance with the requirements of the City of Riverside, Missouri. All exterior lighting will be metal halide or white in color and constant in nature, specifically excluding traveling, flashing or intermittent illumination of any kind and must be so arranged or shielded as to avoid glare or reflection onto any adjacent existing or proposed streets, highways, ponds or building sites. Pole mounted fixtures will have a maximum pole height of thirty-two (32) feet, including the base. K. Underground Utilities, Pipes, Etc. No pipe, conduit, cable, line or the like for water, gas, sewage,drainage, steam, electricity,or any other energy or service shall be installed or maintained upon any building site(outside of any building) above the surface of the ground. L. Fencing. All fencing on any building site shall be compatible with the building materials used in the construction of the major structure on said building site. Chain link fencing shall be finished with a black powder coat in the Planned Development. M. Animals. No livestock,poultry or other animals shall be kept on any part of the Park. JC 17523941.2 EXHIBIT C Form of Special Warranty Deed from City of Riverside, MO COVER PAGE FOR RECORDING Title of Document: Special Warranty Deed Date of Document: ,20 Grantor Name and Address: CITY OF RIVERSIDE, MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 Grantee Name and Address: Legal Description/Address: Book and Page Reference: N/A JC 17523941.2 SPECIAL WARRANTY DEED THIS INDENTURE is made as of June 7, 2024 by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, as.grantor ("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to Simone Real Estate, LLC, a limited liability company, organized and existing under the laws of the state of Missouri, as grantee("Grantee"), with mailing address of 4300 Belgium Blvd., Suite 100, Riverside, MO 64150. 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: All of Lot 2, 40 West at Horizons, a Replat of Tract"A", Replat of Doorlink 1st Plat, in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof EXCEPT AND FURTHER SUBJECT TO: (i) easements, restrictions, declarations,reservations, agreements, instruments and other matters of record, if any; (ii)taxes and assessments, general and special, not now due and payable; and(iii)rights of the public in and to the parts thereof in streets, roads or alleys. TO HAVE AND TO HOLD the premises aforesaid, with all and singular the 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. [remainder of page intentionally left blank] JC 17523941.2 IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. GRANTOR CITY OF RIVERSIDE, MISSOURI By: Kathleen L. Rose, Mayor ATTEST: By: Robin Kincaid, City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) ) SS COUNTY OF PLATTE ) ON THIS 7th day of June, 2024, 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 said instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Robin Kincaid My Commission Expires: JC 17523941.2 EXHIBIT D Form of Development Covenant Return Recorded Document to: City of Riverside Attn: Sarah Wagner 2950 NW Vivian Rd Riverside,MO 64150 COVER PAGE FOR RECORDING l. Title of Document: Declaration of Development Covenant 2. Date of Document: June 7, 2024 3. Grantor's Names and Address: City of Riverside, Missouri 2950 NW Vivion Road Riverside, MO 64150 4. Grantee's Name and Address: Simone Real Estate, LLC 114th Street, Suite 110 Leawood, KS 66211-2604 5. Legal Description/Address: All of Lot 2, 40 West at Horizons, a Replat of Tract "A", Replat of Doorlink 1st Plat, in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof JC 17523941.2 DECLARATION OF DEVELOPMENT COVENANT This Declaration of Development Covenant (the "Declaration") is made this 7th day of June, 2024,by the City of Riverside, Missouri ("City"or"Declarant"). WHEREAS, Simone Real Estate, LLC, a Missouri limited liability company ("Simone"), and the City are parties(the"Parties")to a certain Purchase and Sale Agreement("PSA")pursuant to which the City agreed to sell to Simone, and Simone agreed to purchase, certain real property located in Platte County, Missouri, as more particularly described as follows: All of Lot 2,40 West at Horizons, a Replat of Tract"A", Replat of Doorlink 1st Plat, in the City of Riverside, Platte County, Missouri, according to the recorded plat thereof(the"Property"); and WHEREAS, in furtherance of the terms of the PSA, Declarant desires to: (1) promote the development of the Property to insure that the Property is developed in the best economic interest and to the benefit of trade and commerce and the health of the inhabitants of the City; (2) protect the value and condition of the Property; and (3) require that the Property be owned, sold and conveyed subject to the restrictions and covenants set forth herein. NOW, THEREFORE, the Declarant hereby encumbers the Property with the following notices, covenants and restrictions: 1. The foregoing recitals are hereby incorporated into this Declaration and made a part hereof by this reference. 2. The Declaration shall run with the land and shall be binding on Declarant and all persons and entities now owning or hereafter acquiring any right, title, lien or interest in the Property. 3. The Property shall be held,transferred, sold and conveyed subject to the covenants, conditions and restrictions hereinafter set forth, which covenants, conditions and restrictions shall run with the Property and with the title to the Property and shall be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof, whether in fee simple, by mortgage or deed of trust, as an easement holder, tenant or otherwise, subject to the limitations herein provided. 4. Declarant and any other person or entity subsequently acquiring a fee simple estate in the Property or any portion thereof(each, including Declarant, an "Owner") shall cause any lease, grant, or other transfer of any interest in the Property to include in the lease, deed or other instrument of conveyance a provision providing notice of the restrictions set forth in this Declaration(the"Restrictions") and expressly requiring compliance with them. Notwithstanding this notice requirement,the failure of any Owner to provide such notice shall not affect the validity, operation or enforceability of the Restrictions as to any grantee,tenant,mortgagee or other person or entity acquiring any right, title, lien or interest in the Property. 5. The Restrictions may be enforced by proceedings at law or in equity by any Owner (including the Declarant even after it has conveyed its entire interest in the Property) against any person or persons violating any of the Restrictions. 6. The Restrictions shall not be amended,modified, or terminated except by a written instrument executed by and among all Owners and the City at the time of the proposed amendment, modification, or termination. In the event that vertical construction of a building in compliance with the provisions of this Declaration is completed prior to December 31, 2026, then the Owner shall execute and record against title to the Property a writing approved by the City validly evidencing the satisfaction of the development covenant set forth in this Declaration and,thus,the termination of any future obligations to make PILOT Payments. Within thirty (30) days of executing such an amendment,modification, or termination of these restrictions,the Owner of the largest portion of the Property shall record such amendment,modification,or termination with the County Recorder of Deeds and,within thirty(30)days thereafter, such Owner shall provide a copy of the recorded amendment,modification or termination to any other Owner. 7. The Property is subject to the following activity and use restrictions: (a) Owner shall commence or cause the commencement of vertical construction on or before November 30, 2024, and thereafter shall diligently pursue such construction to completion by no later than December 31, 2025, of an industrial building having not less than forty thousand (40,000) square feet in adherence to the standards and regulations approved and adopted by the City's Ordinance No. , passed and approved by a majority of the Board of Alderman and approved by the Mayor of the City on June 7, 2024, and (b) subject to the other restrictions of this Declaration, Owner shall pay to the City on January 15, 2026, and on the same day of each subsequent month, Six thousand Six hundred and Sixty-Six Dollars and 67/100 Dollars($6,666.67)as a payment in lieu of taxes concerning the Property (each a"PILOT Payment"), unless such vertical construction has been completed before any such date upon which any such PILOT Payment becomes payable, and such amount will be increased annually by 2%; (c) In no event shall more than Two Hundred Forty Thousand and 12/100 Dollars ($24,000.12) in PILOT Payments be payable pursuant to this Declaration; (d) In the event a building having less than forty thousand (40,000) square feet is constructed (but such building is constructed otherwise in compliance with the provisions of this Declaration), then the amount of any PILOT Payments otherwise becoming payable after the completion of such construction shall be equal to the product of(i) Six thousand Six hundred and Sixty-Six Dollars and 67/100 Dollars ($6,666.67), multiplied by(ii) a fraction, the numerator of which is the square footage of such building as constructed, and the denominator of which is forty thousand (40,000). For example, in the event no building is constructed on the Land prior to December 31, 2025, then 100% of the PILOT Payments of Six thousand Six hundred and Sixty-Six Dollars and 67/100 Dollars($6,666.67)shall be payable,with the first such payment being payable on January 15,2026,subsequent payments being payable on the fifteenth(15th)day of each succeeding month, and the last payment being payable on January 15, 2029. 8. Owner shall not be required to perform any covenant or obligation set forth in this Declaration so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the City. An "act of God" or "force majeure" is defined for purposes of this Section as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, pandemics, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections and 30 JC 17523941.2 any other cause not reasonably within the control of Owner and which by the exercise of due diligence Owner is unable, wholly or in part, to prevent or overcome. [remainder of page intentionally left blank] 31 JC 17523941.2 IN WITNESS WHEREOF, the Declarant has caused this Declaration to be duly executed under due authority the day and year first above written. THE CITY OF RIVERSIDE, MISSOURI By: Name: Kathleen L. Rose Title: Mayor ACKNOWLEDGEMENT STATE OF MISSOURI ) ) SS COUNTY OF PLATTE ) ON THIS 7th day of June, 2024, 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 public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Robin Kincaid My Commission Expires: 32 JC 17523941.2 EXHIBIT C SPECIAL WARRANTY DEED Form of Special Warranty Deed from Cite of Riverside, :AiO COVER PAGE FOR RECORDING Title of Document: Special Warranty Deed Date of Document: 20_ Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Road Riverside,Missouri 64150 Grantee Name and Address: Legal Description/Address: Book and Page Reference: N/A 5 SPECIAL WARRANTY DEED THIS INDENTURE is made as of , 20_by the CITY OF RIVERSIDE, MISSOURI, a fourth class city organized and existing under the laws of the State of Missouri, as grantor("Grantor"), with a mailing address of 2950 NW Vivion Road, Riverside, Missouri 64150 to , a organized and existing under the laws of the state of , as grantee("Grantee"), with mailing address of 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: [insert legal description] EXCEPT AND FURTHER SUBJECT TO: (i) easements, restrictions, declarations, reservations, agreements, instruments, and other matters of record, if any; (ii)taxes and assessments, general and special,not now due and payable; and(iii)rights of the public in and to the parts thereof in streets, roads or alleys. TO HAVE AND TO HOLD the premises aforesaid, with all and singular the 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. [remainder of page intentionally left blank] 6 IN WITNESS WHEREOF, Grantor has caused these presents to be signed as of the day and year first above written. GRANTOR CITY OF RIVERSIDE, MISSOURI By: J Kathl en L. Rose, Mayor ATTEST: By: City Clerk ACKNOWLEDGEMENT STATE OF MISSOURI ) ) SS COUNTY OF PLATTE ) ON THIS day of , 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 said instrument was signed and sealed in behalf of said municipality by free act and deed of said municipality. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: 7 EXHIBIT D Form of Development Covenant Return Recorded Document to: City of Riverside Attn: Sarah Wagner 2950 NW Vivion Rd Riverside, MO 64150 COVER PAGE FOR RECORDING 1. Title of Document: Declaration of Development Covenant 2. Date of Document: , 2024 3. Grantor's Names and Address: City of Riverside, Missouri 2950 NW Vivion Road Riverside, MO 64150 4. Grantee's Name and Address: [ ] 5. Legal Description/Address: [ ] 8 DECLARATION OF DEVELOPMENT COVENANT This Declaration of Development Covenant(the"Declaration") is made this day of , 2024, by the City of Riverside, Missouri ("City" or"Declarant"). WHEREAS, [ ], a Missouri limited liability company("[ ]"), and the City are parties (the "Parties") to a certain Purchase and Sale Agreement ("PSA") pursuant to which the City agreed to sell to [ ], and [ ] agreed to purchase, certain real property located in Platte County, Missouri, as more particularly described as follows: [ ] (the"Property"); and WHEREAS, in furtherance of the terms of the PSA, Declarant desires to: (1) promote the development of the Property to insure that the Property is developed in the best economic interest and to the benefit of trade and commerce and the health of the inhabitants of the City; (2) protect the value and condition of the Property; and (3) require that the Property be owned, sold and conveyed subject to the restrictions and covenants set forth herein. NOW, THEREFORE, the Declarant hereby encumbers the Property with the following notices, covenants and restrictions: 1. The foregoing recitals are hereby incorporated into this Declaration and made a part hereof by this reference. 2. The Declaration shall run with the land and shall be binding on Declarant and all persons and entities now owning or hereafter acquiring any right, title, lien or interest in the Property. 3. The Property shall be held,transferred, sold and conveyed subject to the covenants, conditions and restrictions hereinafter set forth, which covenants, conditions and restrictions shall run with the Property and with the title to the Property and shall be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof, whether in fee simple, by mortgage or deed of trust, as an easement holder,tenant or otherwise, subject to the limitations herein provided. 4. Declarant and any other person or entity subsequently acquiring a fee simple estate in the Property or any portion thereof(each, including Declarant, an "Owner") shall cause any lease, grant, or other transfer of any interest in the Property to include in the lease, deed or other instrument of conveyance a provision providing notice of the restrictions set forth in this Declaration (the"Restrictions") and expressly requiring compliance with them. Notwithstanding this notice requirement,the failure of any Owner to provide such notice shall not affect the validity, operation or enforceability of the Restrictions as to any grantee, tenant,mortgagee or other person or entity acquiring any right, title, lien or interest in the Property. 5. The Restrictions may be enforced by proceedings at law or in equity by any Owner (including the Declarant even after it has conveyed its entire interest in the Property) against any person or persons violating any of the Restrictions. 6. The Restrictions shall not be amended,modified, or terminated except by a written instrument executed by and among all Owners and the City at the time of the proposed amendment, modification, or termination. In the event that vertical construction of a building in compliance with the provisions of this Declaration is completed prior to December 31, 2025, then the Owner shall execute and record against title to the Property a writing approved by the City validly evidencing the satisfaction of the development covenant set forth in this Declaration and,thus,the JEFFERSONCITY 17527228.1 termination of any future obligations to make PILOT Payments. Within thirty (30) days of executing such an amendment,modification, or termination of these restrictions,the Owner of the largest portion of the Property shall record such amendment,modification, or termination with the County Recorder of Deeds and,within thirty(30)days thereafter,such Owner shall provide a copy of the recorded amendment, modification or termination to any other Owner. 7. The Property is subject to the following activity and use restrictions: (a) Owner shall commence or cause the commencement of vertical construction on or before March 15, 2025, and thereafter shall diligently pursue such construction to completion by no later than December 31, 2025, of an industrial building having not less than fifty-one thousand(51,000) square feet in adherence to the standards and regulations approved and adopted by the City's Ordinance No. , passed and approved by a majority of the Board of Aldermen and approved by the Mayor of the City on , 202_, and (b) subject to the other restrictions of this Declaration,Owner shall pay to the City on January 15, 2026, and on the same day of each subsequent month, approximately [ ]/100 Dollars($[ ])as a payment in lieu of taxes concerning the Property(each a"PILOT Payment"),unless such vertical construction has been completed before any such date upon which any such PILOT Payment becomes payable, and such amount will be increased annually by 2%; (c) In no event shall more than ( )PILOT Payments be payable pursuant to this Declaration; (d) In the event a building having less than fifty-one thousand (51,000) square feet is constructed (but such building is constructed otherwise in compliance with the provisions of this Declaration), then the amount of any PILOT Payments otherwise becoming payable after the completion of such construction shall be equal to the product of(i) [ ]/100 Dollars (SE ]), multiplied by(ii) a fraction, the numerator of which is the square footage of such building as constructed, and the denominator of which is fifty-one thousand(51,000). For example, in the event no building is constructed on the Land prior to December 31,2025,then ( )PILOT Payments of[ ]/100 Dollars($[ ])shall be payable, with the first such payment being payable on January 15, 2026, subsequent payments being payable on the fifteenth (15`h) day of each succeeding month, and the last payment being payable on , 202_. 8. Owner shall not be required to perform any covenant or obligation set forth in this Declaration so long as the performance or non-performance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the City. An "act of God" or "force majeure" is defined for purposes of this Section as strikes, lockouts, sit-downs, material or labor restrictions by any governmental authority, pandemics, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of Owner and which by the exercise of due diligence Owner is unable, wholly or in part, to prevent or overcome. [remainder of page intentionally left blank] JEFFERSONCITY 17527228.1 IN WITNESS WHEREOF, the Declarant has caused this Declaration to be duly executed under due authority the day and year first above written. THE CITY OF RIVERSIDE,MISSOURI By: • Name: athleen L. Rose Title: Mayor ACKNOWLEDGEMENT STATE OF MISSOURI ) ) SS COUNTY OF PLATTE ) ON THIS day of , 2024, 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 public corporation duly organized and existing under the laws of the state of Missouri, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed in behalf of said Authority by free act and deed of said Authority. WITNESS my hand and official seal in the County and State aforesaid, the day and year first above written. Notary Public Signature (Seal) Printed or Typed Name My Commission Expires: DOCID: DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>> «NUM>>.<<VER>> JEFFERSONCITY 17527228.1