HomeMy WebLinkAbout2097 Authorizing and Approving Amendment of Certain Lease of Real Property to Luke Draily Construction Company, Inc BILL NO. 2025-059 ORDINANCE NO. W9
AN ORDINANCE AUTHORIZING AND APPROVING THE AMENDMENT OF THAT CERTAIN
LEASE OF REAL PROPERTY BY THE CITY OF RIVERSIDE, MISSOURI TO LUKE DRAILY
CONSTRUCTION COMPANY, INC., AND AUTHORIZING OTHER DOCUMENTS AND
ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, commonly
known as 75 NW Business Park Lane, Riverside, MO 64150 and leases such real property to
Luke Draily Construction Company, Inc., ("Luke Draily") (the "Property") pursuant to that certain
Lease dated August 2024 (the "Lease"); and
WHEREAS, the Lease was approved pursuant to Ordinance No. 2018 which was passed and
approved by the Board of Aldermen and approved by the Mayor, on the 6th day of August 2024:
and
WHEREAS, the City and Luke Draily desire to enter into that First Amendment to Lease (the
"Amendment") attached hereto as Exhibit A and incorporated herein, to amend Section 3 Term
to increase the initial term of the Lease to three (3) years and amend Section 4 Consideration to
reflect updated base rent and monthly payments; and
WHEREAS, the City's Staff recommends approval of the Amendment; and
WHEREAS, the Board of Aldermen find that the Amendment 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 the amendment of the Lease in
substantially the same form as Exhibit A 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 AMENDMENT OF THE
LEASE WITH LUKE DRAILY. 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 that Amendment of the
Lease attached hereto as Exhibit A ("Amendment"). Amendment of the Lease is hereby
approved.
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Amendment in substantially the same form attached hereto as Exhibit A. 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 ;;_'day of July, 2025.
a,Hdeff/t)(2W-6-4.C.
Kat teen L. Rose, Mayor
ATTEST: _ _
Robin Kincaid City Clerk
Approved as to form:
Spe, er Fan LLP,
Sp i nsel to the City
by Joe Bednar
JEFFERSONCITY 17567265.2
EXHIBIT A
FORM OF AMENDMENT TO LEASE
DOCID: DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>
<<NUM>>.<<VER>>
JEFFERSONCITY 17567265.2
Execution Version
FIRST AMENDMENT TO LEASE
This First Amendment to Lease(this "First Amendment") is made and entered into as of July
15, 2025 (the"Effective Date")by and between CITY OF RIVERSIDE,MISSOURI,a fourth
class city and political subdivision duly organized and existing under the laws of the State of
Missouri ("Seller"or"Lessor")and LUKE DRAILY CONSTRUCTION COMPANY,INC.,
a Missouri corporation("Lessee"), and 157 RIVERSIDE,LLC, a Missouri limited liability
company(collectively,the"Parties").
RECITALS
A. Lessor has purchased certain real property from 157 Riverside located at 75
NW Business Park Lane, Riverside, MO 64150, as more fully described in Exhibit A
attached hereto and incorporated by reference herein,which includes the real property and
improvements(collectively,the "Premises");
B. 157 Riverside anticipates purchasing certain real property from Lessor,
commonly known as Lot 8 of the 40 West Horizons subdivision in Riverside, MO ("Lot
8"),and upon which 157 Riverside intends to construct a new building;
C. Lessee currently leases the Premises from 157 Riverside;
D. Lessee wishes to utilize the Premises for a certain period of time prior to the
purchase of Lot 8 and during the period of construction of the new building located on Lot
8; and
E. Lessor desires to lease the Premises to Lessee, and Lessee wishes to lease
the Premises from Lessor on the terms and conditions herein provided.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Purchaser hereby agree to amend the Lease as follows:
1. Capitalized Terms. Capitalized terms used in this First Amendment which are not
defined in this First Amendment will have the definitions ascribed to such terms in the
Lease.
2. Section 3 Term. Section 3 (Term) is hereby deleted in its entirety and the following
substituted therefor:
Term. The initial term of this Lease shall be for three (3)years beginning on the
date of the closing on the purchase by Lessor of the Premises and ending on the
last day of the third year thereafter (the "Term'), unless terminated in writing by
agreement of the Parties prior to the expiration of the Term.
3. Section 4 Consideration. Section 4(Consideration)is hereby deleted in its entirety and
the following substituted therefor:
Consideration. For use of the Premises, Lessee shall pay Lessor the following:
Page 1 of 5
Year 1 Annual Payment Monthly Payment
Amount Amount
Tax Payment $10,233.33 $852.78
Rent Payment $66,144.00 $5,512.00
Total Payment $6,364.78•
• The parties have agreed that 62% of the monthly rent payment in the first lease
year would be eligible for a credit against the purchase price of Lot 8. In the first
lease year, that amount would be $3,429.00 per month or a total of$41,148.00.
Year 2 Annual Payment Monthly Payment
Amount Amount
Tax Payment $10,233.33 $852.78
Rent Payment $69,451.20 $5,787.60
Total Payment $6,640.38•
• The parties have agreed that 38%of the monthly rent payment in the second lease
year would be eligible for a credit against the purchase price ofLot 8. In the second
lease year, that amount would be$2,187.00 per month or a total of$26,244.00.
Year 3 Annual Payment Monthly Payment
Amount Amount
Tax Payment $10,233.33 $852.78
Rent Payment $76,396.32 $6,366.36
Total Payment $7,219.14•
• The parties have agreed that 24% of the monthly rent payment in the third lease
year would be eligible for a credit against the purchase price of Lot 8. In the third
lease year, that amount would be$1,531.00 per month or a total of$18,372.00.
• Upon the Closing of the purchase of Lot 8, the portion of the rent payment eligible
for credit would terminate and the monthly lease payment would be reduced to the
tax payment plus the amount of lease payment that was not eligible for credit. For
example, if the closing of the purchase of Lot 8 occurred in lease year 2, then the
rent payment would be reduced to$3,600.60($5,787.60 minus$2,187.00),plus the
tax payment of$852.78 for a total monthly lease payment of$4,453.38.
4. Reaffirmation/Conflicts. Any references in the Lease to"this Lease"shall be deemed
references to the Lease as amended by this First Amendment. Except as modified by
this First Amendment, the Parties reaffirm all terms, covenants and conditions
contained in the Lease.Nothing in this First Amendment affects or modifies any of the
provisions of the Lease, except as expressly provided for in this First Amendment. In
the event of a conflict between the terms and conditions of this First Amendment and
those of the Lease,the terms and conditions of this First Amendment will control.
Page 2 of 5
5. Miscellaneous. This First Amendment embodies the entire understanding between
Lessor and Lessee with respect to its subject matter. The determination that any
provision of this First Amendment is invalid or unenforceable will not affect the
validity or enforceability of the remaining provisions of this First Amendment or of
that provision under other circumstances. In the event of any determination of
invalidity or unenforceability of this First Amendment,this First Amendment will be
construed as if the invalid or unenforceable provision were not included in this First
Amendment.
6. Counterparts and Signatures. This First Amendment may be signed in several
counterparts, each of which will be fully deemed as an original and when taken
together will constitute one and the same instrument. Signatures to this First
Amendment that are photocopied or electronically stored or transmitted will be deemed
to be originals, and the Parties will accept and be bound by such signatures.
Page 3 of 5
IN WITNESS WHEREOF,the Parties have executed this First Amendment to Lease as of
the Effective Date.
LESSOR:
CITY OF RIV RSIDE, MISSOURI
By:
a leen L.Rose,Mayor
/•
, Date:
ATTEST: _ -`
By:
.;
Ro'Bit K i ,.City Clerk
Page 4 of 5
Er, IE Environmental Advisors and Engineers, Inc.
19211 West 64th Terrace,Shawnee,KS 66218
(913)599-4326 www.eaei.com
April 30,2025
Ms. Kathleen Rose
Mayor
City of Riverside,MO
Riverside City Hall
2950 NW Vivion Road
MOM
Riverside,MO 64150
Re: Phase I Environmental Site Assessment Proposal
Property at 756 NW Business Park Lane
Riverside,MO 64150
IMINNIMMISISV
11111111111111111011111
Dear Ms. Rose:
Environmental Advisors and Engineers, Inc. (EAE) appreciates the opportunity to present
this Phase I Environmental Site Assessment(ESA)Proposal for the referenced property.
We understand that the property is improved with one building constructed in 1986 and has
--- one tenant. The property consists of one parcel: Tax Parcel ID 23-2.0-04-400-008-006.000.
___ We also understand that the current owner reported that they do not have any prior Phase I or
other environmental reports. The current owner reportedly stated that at the time of their
purchase of the property in 2008, the site building was a precast warehouse with no finishes.
The current owner reportedly stated that they finished the building interior after they bought
the property.
The purpose of a Phase I ESA is to identify, to the extent feasible, recognized
environmental conditions in connection with the site according to the requirements of the
American Society for Testing and Materials (ASTM) El 527-21, Standard Practice for
--- ESAs: Phase I ESA Process. The term "recognized environmental conditions" means 1)the
presence hazardous substances or petroleum products in, on, or at the subject property due
to a release to the environment; 2)the likely presence of hazardous substances or petroleum
products in, on or at the subject property due to a release or likely release to the
environment; or 3)the presence of hazardous substances or petroleum products in, on, or at
the subject property under conditions that pose a material threat of a future release to the
environment.
Scope of Work
Base Phase I ESA
A Phase I ESA will be performed by an EAE staff member who meets the definition of an
Environmental Professional as specified in ASTM El 527-21. The Phase I ESA will
_ conform to ASTM E1527-21. We understand that no existing Phase I or Phase II
_ documents are available from the borrower. The Base Phase I ESA will meet the standard
of professional care for this practice and will consist of the following:
EAE certified:KCMO-SLBE&WBE,MoDOT-DBE,MRCC-DBE,MO-'48E,KS-DBE/WBE
• General description of the physical setting based on the Site Reconnaissance and review of readily
available previous reports and regional topographic,geologic, and hydrogeologic information.
• Review of federal, state, and local records for potential environmental issues at properties from
databases and sources identified by ASTM E1527-21 and within the minimum search distances
from the site boundaries specified by ASTM E 1527-21.
• Review of historical site information to earliest developed use or 1940, whichever is earlier.
Historical site information will be obtained from readily available public records, documents,
reports, computer databases, and historic documents from sources recommended by ASTM E1527-
21 and at five-year intervals (if possible) as specified by ASTM E 1527-21.
• Interviews and/or review of completed questionnaires with one or more persons knowledgeable
about past uses of the subject property, adjoining properties, or surrounding area that may provide
information about past and current uses of the subject property and adjoining properties.
• Observation and assessment of current on-site conditions per ASTM El 527-21 (as feasible subject
to access constraints). Exterior observation of the adjoining properties and surrounding area from
the periphery of the subject property and from public thoroughfares.
• EAE will review the title commitment documents made available by the Client to EAE to fulfill
the base research for any Environmental Lien and Activity Use Limitations(AULs).
• If you would like to add an Environmental Lien and Activity and Use Limitation (AUL) search
back to 1980 , this can be included for the site parcel for an additional fee of$400. This additional
research is a very conservative approach that would include checking all the deeds in the chain of
title back to 1980 for any noted Environmental Liens or AULs, in case the current deed had
mistakenly not included past Environmental Liens or AULs. It is noted that this search could be
added later if the results of the research of history of the property revealed environmental concerns
or regulatory involvement.
• It may be necessary to obtain additional reports from regulatory agencies based on the third-party
database search. If such reports are needed, EAE will provide an estimate of the cost to review these
documents once they are identified and will review them on a cost and materials basis Once client
approval is obtained.
• Data evaluation including findings and conclusions, identification and evaluation of data gaps, and
general recommendations regarding items requiring additional investigation.
• Final report in electronic form via electronic file sharing platform or through email (limited by file
size).
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Assumptions and Exceptions
The client will arrange and provide access to the site, along with contact information needed for EAE to
schedule the site visit and conduct interviews related to Site operations.
Users of the ESA report, as defined by ASTM E1527-21 will complete a User Questionnaire and provide
title commitments and other site information as required.
If the local fire department, health department or other agencies have an information request fee, those
fees will be added,without marking up to our fee.
If additional reports from regulatory agencies based on the third-party database search are needed, EAE
will provide an estimate of the additional cost to review these documents once they are identified and will
review them on a cost and materials basis once client approval is obtained.
The Phase I ESA is prepared for the exclusive use by your firm for the transaction. Reliance to additional
parties may be provided at the request of the Client for an additional fee of$500 per party, subject to
receipt of a fully executed reliance agreement. Reliance by all parties is subject to the terms of this
proposal.
Please note that Phase I ESAs following the current ASTM standard do not meet SBA requirements. We
understand that the financing will not involve an SBA loan.
Non-scope elements related to Business Environmental Risks as defined in ASTM E1527-21 ARE NOT
included in this Phase I ESA. ASTM E1527-21 defines business environmental risk as"a risk which can
have a material environmental or environmentally driven impact on the business associated with the
current or planned use of commercial real estate, not necessarily related to those environmental issues
required to be investigated in this practice." These include (but are not limited to) asbestos, mold, lead-
based paint, lead in drinking water, radon, regulatory compliance, health and safety, cultural and
historical resources, ecological resources,indoor air quality,U.S.jurisdictional waters, and wetlands.
Environmental sampling is not included in the Phase I ESA. If sampling is recommended as a result of
this phase 1,it will be addressed by a separate proposal or an amendment to this agreement.
EAE will be available for telephone consultation for up to one hour after our submission of the report at
no charge. If the scope of work changes or further details are requested on a particular scope of work
element,EAE will provide written revisions, explanations, and elaboration to the assessment report for an
extra quoted fee.
Detailed recommendations for further investigation or other activities (i.e., for a Phase II ESA), if
applicable and requested, will be prepared on a time and materials basis, and will be submitted under
separate cover.
In cases in which the time frame for agency response exceeds the project's written deliverable due date,
all conclusions contained within the written Phase I ESA Report will be deemed final, pending only
agency responses, which EAE will provide at a later date, if applicable.
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EAE does not warrant database or third-party information (such as from interviewees), or regulatory
agency information used in the compilation of the Phase I ESA.
Phase I ESAs, such as the one proposed for this site, are of limited scope, are noninvasive, and cannot
eliminate the potential that hazardous, toxic, or petroleum substances are present or have been
released at the site beyond what is identified by the scope of this ESA. It should be recognized that
environmental concerns may be documented in public records that are not reviewed. No ESA can
wholly eliminate uncertainty regarding the potential for recognized environmental conditions.
Schedule
The Phase I ESA report in accordance with the preceding scope of work and assumptions and
exceptions will be submitted within 15 business days of receipt of the signed agreement indicating
notice to proceed, assuming all documents requested of the borrower and client for our assessment have
been provided to EAE. Due to the proposed schedule, it is possible that some research data may not be
available at the time of the report preparation. If this is the case, the client will be given the option to
extend the schedule to capture the additional data or move forward with completion of the report with
any data gaps discussed within the report.
EAE will provide a brief update on the early task findings and potential recommendations related to the
review of the historical research components, the site reconnaissance, and interview tasks as soon as
feasible in the process of completing the Phase I ESA. This information will be discussed with the
client in a phone call of one hour or less in duration.
Fees
The base fee for this assessment in accordance with the scope of work and assumptions and.exceptions
will be $2,350. The cost for adding the optional Environmental Lien and AUL search back to 1980
would be $400, if desired.
In the event that the client decides to stop work on the project based on preliminary findings provided
by EAE as discussed above prior to the full report delivery, EAE will assess the project progress and
only bill for the expenses and time accrued on the project on a progress percentage basis.
Any additional regulatory agency file copies or agency research fees will be passed through as direct
expense costs without markup. Except as stated elsewhere, additional approved labor expenses
(including review of historical reports not previously provided by the client and named in this proposal,
if identified, and review of agency files, if deemed necessary, consultation or discussion with the
client's legal or other staff)will be billed at a rate of$130/hour.
Staffing and Other Terms
Qualified and experienced personnel will staff this project. The assessment will be conducted by, or
under the supervision of, personnel that meet the requirements and possess the relevant experience
needed to qualify as an environmental professional as defined by ASTM E1527-21. The services
4
provided under this contract to all reliance parties will be governed by the Terms and Conditions
attached as Exhibit A.
Acceptance of Proposal
If you find this proposal suitable for your needs, please sign below and initial and date both pages of
the Terms and Conditions (Exhibit A) to signify your acceptance. EAE will proceed with the work
upon receipt of a signed copy of this proposal. To expedite our services, please email the signed and
initialed version to me at jbiesma@eaei.com.
Thank you for the opportunity to provide our environmental consulting services. If you have any
questions,please do not hesitate to call me at(913) 599-4326 (Office) or(913) 219-6662 (cell).
Sincerely,
94/
Jill R. Biesma,P.E.
Principal
Attachment-Exhibit A
Sigr accepted by:
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(Please Type or Print Name, Title, and Address Below) Date
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EXHIBIT A-TERMS AND CONDITIONS
Payment Terms
EAE's fee is due within 10 business days of submittal of the Phase I report. In the event that the client decides to stop work on the
project prior to the full report delivery, EAE will assess the project progress and bill for the expenses and time accrued on the
project on a progress percentage basis. This progress billing will be due within 10 business days of the date of the invoice. Any
outstanding balance not paid within 10 business days is subject to a 15%annualized finance charge.
Warranty/Limitation of Liability
EAE guarantees that its services under this Agreement will be performed in accordance with generally accepted professional
standards. Following delivery of the assessment report, if it is determined that the services provided hereunder do not conform
with generally accepted professional standards, and the same is reported to EAE by Client in writing promptly after recognition
thereof, EAE shall, at the option of Client, (1) undertake at no cost to Client, to furnish all services required in connection
therewith to correct any deficiencies in the services as soon as reasonably possible after receipt of such report from Client,and(2)
reimburse Client for Client's damages to the extent resulting from such substandard services,provided that EAE's total aggregate
liability in connection with or arising out of the Agreement or services to all parties collectively shall in no event exceed a total
maximum amount of$150,000.
All representations,warranties or guarantees made by EAE in connection with the services performed under this Agreement are
limited to those set forth herein. EAE makes no other representations, warranties or guarantees express or implied. IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY
DISCLAIMED AND EXCLUDED. Client expressly agrees that EAE's liability to Client for any breach, error, omission or
negligent act arising out of the performance of its services hereunder shall be restricted to the remedies expressly set forth in this
section; such remedies are Client's sole and exclusive remedies and Client hereby waives any and all other remedies whether at
law or in equity, and whether the claim arises under contract, tort (including the concurrent or sole and exclusive negligence),
strict liability or otherwise of EAE. Client expressly agrees that neither EAE,its officers,employees or agents, shall be liable to
the Client for any loss, liability, damage, cost or expense of Client (including lost profit or any other direct, indirect or
consequential damages) resulting from, or attributable to, performance of the services under this Agreement, other than as
specifically provided herein.
Indemnification/Release
In consideration of Client receiving a copy of a report relating to an environmental site assessment or other related environmental
services as prepared by EAE, the receipt and sufficiency of which consideration is hereby acknowledged, Client agrees to
indemnify, defend, hold harmless and release EAE and its officers, employees and agents from any and all claims, liabilities,
fines,penalties,and causes of action for injury to or death of any person or for damage to or destruction of property which arise
out of or are related to this Agreement or the services performed thereunder,except to the extent they are caused by EAE's willful
misconduct or negligence. Such indemnification and release includes,but is not limited to,liability caused by or resulting from
(1) the discharge, dispersal, release, or escape of or exposure to smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals,
biological substances, liquids, or gases, waste materials or other irritants, contaminants, or pollutants into or upon land, the
atmosphere, or any water course or body of water, whether occurring before or after services furnished by the EAE and which
arise from or are related to the property for which EAE performs or has performed its services,or(2)EAE's non-negligent failure
to discover or notify Client of the presence or extent of the presence of any hazardous or toxic material/substance upon or in the
property(both surface and subsurface)or any building(s)or improvement(s)that is(are)the subject of the environmental services
rendered by EAE.
Insurance
During performance of the services under this Agreement, EAE will maintain workers compensation, commercial general
liability and professional liability insurance. EAE will furnish certificates of such insurance to Client upon request.
Confidentiality
All information that EAE may acquire from Client regarding Client's business, or the site will be maintained in confidence and
will not be disclosed to others without Client's consent except as reasonably required for EAE to perform the contracted services
or as required by professional standards to protect public health,safety and the environment or as compelled by court order.
Right of Entry
Client grants to EAE and its agent's permission to enter the site to perform the services. If Client does not own the site, Client
represents and warrants that.the owner has granted permission,and Client will provide reasonable verification upon request.
Client Initials and Date 1�J�-►`-' 6 Terms and Conditions
EAE Initials and Date JRB 04/30/2025
Site Restoration
Although EAE will act to minimize damage to landscaping,paving,systems and structures at the site, Client acknowledges that
some damage may occur even with the exercise of due care. Restoration of such damage resulting from justifiable sampling
techniques used by EAE is the sole responsibility of Client and EAE is specifically authorized by Client to undertake such
sampling as EAE deems appropriate to adequately perform its services under this Agreement.
Termination
Either party may terminate this Agreement at any time upon no less than five(5)working days written notice to the other party.
Should Client become insolvent or bankrupt or commit a substantial breach or default of any of the covenants or obligations
under this Agreement,or in the event of cancellation or termination by Client, EAE shall be entitled to all costs(including valid
cancellation or termination charges)through the time of cancellation or termination.
Adjustments
Client may make adjustments to the services provided hereunder by written requests for additions,deletions,or revisions thereto.
EAE may recommend adjustments in the services in writing to the Client. The cost of the services and the schedule shall be
adjusted in the event of any one of the following: (i) the encountering of any unknown or unexpected subsurface or climatic
conditions; (ii) the occurrence of any event coming within Force Majeure; (iii) delay, suspension or interference with by the
Client, any governmental agency,or by any person or cause under the direct or indirect control of Client; or(iv) strikes or work
stoppages which are not under the control of EAE. In any case,EAE and Client shall mutually agree to reasonable adjustments
and the agreed adjustment in cost of the services and change in schedule shall be reflected in a written modification to this
Agreement.
Independent Contractor
EAE shall be an independent Contractor with respect to the services to be performed hereunder. Neither EAE nor its
subconsultants,nor the employees of either,shall be deemed to be the servants,employees or agents of Client.
Schedule
EAE agrees to exercise due diligence in meeting the estimated schedule for any services under this Agreement but does not
guarantee that it will meet such schedule. Client for its part, agrees to promptly issue any information that it has agreed to
furnish.
Governing Laws/Venue/Jurisdiction
The parties agree that Kansas law shall govern this Agreement and that venue and jurisdiction for any litigation arising out of this
contractual Agreement and not resolved by arbitration,shall be in the Circuit and County Courts of Johnson County,Kansas.
Assignment
Except as expressly provided for herein,this Agreement shall not be assignable by either party without the prior written consent
of the other party hereto,except that it may be assigned without such consent to the successor of either party,or to a person,firm
or corporation acquiring all or substantially all of the business and assets of such party. Additionally, EAE may assign this
Agreement or subcontract any portion of the work hereunder,provided,however, that in such an event EAE shall guarantee the
performance of the Agreement or the subcontract work as provided herein.
Attorney's Fees/Dispute Resolution
The parties agree that any controversy or claim arising out of or relating to this Agreement shall be resolved by arbitration in
accordance with the rules of the American Arbitration Association. Venue for such arbitration shall be Johnson County,Kansas,
unless the parties mutually agree to another location. The determination of the arbitrator shall be final and binding upon the
parties and may be enforced in any court of appropriate jurisdiction. The prevailing party in any dispute arising from or related to
this Agreement or for collection of unpaid compensation thereunder shall be reimbursed by the other party for all costs and
expenses incurred in such proceeding,including reasonable attorneys'fees.
Severability and Entire Agreement
If any part of this Agreement is held by a court of competent jurisdiction to be ineffective,the remainder of the Agreement shall
continue in full force and effect. This Agreement constitutes the entire understanding pf the parties, and there are no
representations, warranties or undertakings made other than as set forth herein. This Agreement may be amended, modified or
terminated only in writing,signed by each of the parties hereto.
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Client Initials and Date Terms and Conditions
EAE Initials and Date JRB 04/30/2025