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HomeMy WebLinkAbout2133 Authorizing Predevelopment Agreement with TCO Missouri InvestmentsBILL NO. 2025-096 ORDINANCE NO. 2133 AN ORDINANCE AUTHORIZING AND APPROVING A PREDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND TCO MISSOURI INVESTMENTS, LLC, AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, the CITY OF RIVERSIDE, MISSOURI ("City"), and TCO MISSOURI INVESTMENTS, LLC, a Missouri limited liability company ("TCO" or "Developer"), (the City and TCO are collectively referred to as the "Parties"), desire to enter into a Predevelopment Agreement (the "Agreement"); and WHEREAS, the FEMA-accredited L-385 Riverside-Quindaro Bend Levee system ("Levee System") was completed in 2005 by the U.S. Army Corps of Engineers, which turned over the operation and maintenance to the local sponsor, the Riverside-Quindaro Bend Levee District of Platte County, Missouri ("Levee District"); and WHEREAS, the City of Riverside adopted the L-385 Levee Redevelopment Plan ("L-385 Plan") and has been working since the time of the adoption of the L-385 Plan to develop its property that would benefit the citizens of Riverside; and WHEREAS, the City entered into a development agreement with Live Nation Entertainment, Inc. dated March 7, 2024, to build an amphitheater of not less than a capacity of 15,000 people to be located generally south of Northwest 39th Street, west of NW Horizons Parkway, north of Interstate 635 and east of the Riverside Quindaro Bend Levee ("LN Site"); and WHEREAS, the City owns approximately 25 acres +/- located adjacent to the LN Site generally bounded by LN Site on the west, Interstate 635 on the south, Horizons Parkway on the east and what is known as the 40 West development property on the north, illustrated on Exhibit A attached hereto and incorporated herein ("Redevelopment Site"), with the intent to redevelop as a mixed -use commercial development site; and WHEREAS, the Developer desires to assist the City in the development and finalization of the Conceptual Master Plan and Final Development Agreement; and, WHEREAS, the parties desire to enter into this Agreement in order to: a) Designate the Developer as the exclusive developer with which the City will be an active participant, during the term of this Agreement, for the purpose of implementing Projects within the Redevelopment Site; b) Provide for compensation to the City for such designation and for its work in performing its obligations hereunder; c) Set forth their agreement as to how to create and develop the Conceptual Master Plan, and the relative responsibilities of the parties in the creation of the Conceptual Master Plan; d) Set forth the issues that need to be explored, and addressed, prior to the Final Development Agreement being entered into by the parties; and, e) Set forth matters that need to be included in the Final Development Agreement. WHEREAS, the Board of Aldermen find that the Predevelopment Agreement ("Agreement"), attached hereto as Exhibit A, and incorporated herein, recommended by City Staff and agreed to by the Developer, fulfills a public purpose and will further the 1 BILL NO. 2025-096 ORDINANCE NO. 2133 growth of the City, facilitate the development of Riverside, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, increase the sales tax revenues realized by the City, foster increased economic activity within the City, increase employment opportunities within the City, enable the City to direct the development of the Redevelopment Area, and otherwise be in the best interests of the City by furthering the health, safety, and welfare of its residents and taxpayers; and, has authorized the City to enter into this Agreement with the Developer. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1 — APPROVAL OF THE PREDEVELOPMENT AGREEMENT. The Predevelopment Agreement is found to be in the best interests of the City and the orderly and lawful economic development of the City and is hereby approved in substantially the form as is attached hereto as Exhibit B and incorporated herein. SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the Predevelopment Agreement in substantially the form attached hereto as Exhibit B. The Mayor, the City Administrator, and other appropriate officers, agents and employees and Special Counsel of the City are hereby authorized to take such further actions and execute such other documents as may be necessary or desirable to carry out and comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the City with respect to the Predevelopment Agreement. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect upon and after its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 16th day of December 2025. Kathleen L. Rose, Mayor ATTEST: Melissa McChesney, City Clerk Approved as to form: Spencer Fane LLP, Special Counsel to the City by Joe Bednar 2 BILL NO. 2025-096 ORDINANCE NO. 2133 EXHIBIT A REDEVELOPMENT SITE 3 Exhibit A (map of redevelopment site) BILL NO. 2025-096 ORDINANCE NO. 2133 EXHIBIT B PREDEVELOPMENT AGREEMENT 4 PREDEVELOPMENT AGREEMENT Between the CITY OF RIVERSIDE, MISSOURI and TCO MISSOURI INVESTMENTS, LLC Relating to: HORIZONS DEVELOPMENT AND THE L-385 LEVEE REDEVELOPMENT PLAN AS MAY BE AMENDED Dated as of December 22, 2025 Error? nknown document property name. PREDEVELOPMENT AGREEMENT THIS PREDEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as of this 22nd day of December, 2025, ("Effective Date") 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 (the "City"), and TCO MISSOURI INVESTMENTS, LLC, a Missouri limited liability company ("Developer"). WHEREAS, the L-385 Riverside-Quindaro Bend Levee system ("Levee System") was completed in 2005 by the U.S. Army Corps of Engineers, which turned over the operation and maintenance to the local sponsor, the Riverside-Quindaro Bend Levee District of Platte County, Missouri ("Levee District"); and WHEREAS, the FEMA-accredited Levee System protects the City along the banks of the Missouri River; and WHEREAS, the City of Riverside adopted the L-385 Levee Redevelopment Plan ("L-385 Plan") and has been working since the time of the adoption of the L-385 Plan to develop its property that would benefit the citizens of Riverside; and WHEREAS, the City entered into a development agreement with Live Nation Entertainment, Inc. dated March 7, 2024, to build an amphitheater of not less than a capacity of 15,000 people to be located generally south of Northwest 39th Street, west of NW Horizons Parkway, north of Interstate 635 and east of the Riverside Quindaro Bend Levee ("LN Site"); and WHEREAS, the City owns approximately 25 acres located adjacent to the LN Site generally bounded by LN Site on the west, Interstate 635 on the south, Horizons Parkway on the east and what is known as the 40 West development property on the north, illustrated on Exhibit A attached hereto and incorporated herein ("Redevelopment Site"), with the intent to redevelop as a mixed -use commercial development site; and WHEREAS, the City has sought proposals from developers to assist the City in creating and implementing a plan for the redevelopment of the Redevelopment Site (the "Conceptual Master Plan"); and WHEREAS, the Developer desires to assist the City in the finalization of the Conceptual Master Plan and Final Development Agreement; and, WHEREAS, it is proposed that the City and the Developer will undertake further collaboration and cooperation to finalize the Conceptual Master Plan as a "team" and in connection therewith will have the right to consult with and/or contract with such third parties (including architects and other professionals) as may be necessary to properly develop the Conceptual Master Plan; and Error! Unknown document property name. 2 WHEREAS, it is anticipated that the Conceptual Master Plan will be implemented in one or more Projects and/or Phases by the Developer; and WHEREAS, in order for the Developer to undertake the Project(s) within the Redevelopment Site it may be necessary for the City to be an active participant with the Developer, pursuant to the terms of a Final Development Agreement applicable to one or more Projects and/or Phases, in order to provide assistance to accomplish each Project and/or complete each Phase, therefore, the parties hereto desire to identify issues that must be addressed prior to the execution of a Final Development Agreement between the parties; and WHEREAS, the Developer also desires to have the exclusive opportunity, as more specifically set forth in this Agreement, to actively participate with the City in the implementation Conceptual Master Plan, including the marketing, development and construction, of Project(s) and/or Phases within the Redevelopment Site; and WHEREAS, the Governing Body of the City has previously authorized the negotiation of a Predevelopment Agreement with the Developer; and WHEREAS, the parties desire to enter into this Agreement in order to: a) Designate the Developer as the exclusive developer with which the City will be an active participant, during the term of this Agreement, for the purpose of implementing Projects within the Redevelopment Site; b) Provide for compensation to the City for such designation and for its work in performing its obligations hereunder; c) Set forth their agreement as to how to create and develop the Conceptual Master Plan, and the relative responsibilities of the parties in the creation of the Conceptual Master Plan; d) Set forth the issues that need to be explored, and addressed, prior to the Final Development Agreement being entered into by the parties; and, e) Set forth matters that need to be included in the Final Development Agreement. AGREEMENT NOW THEREFORE, in consideration of the premises and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: PURPOSE OF THIS PREDEVELOPMENT AGREEMENT. This Agreement envisions, and attempts to address, two separate factors that need to be accomplished, in anticipation of the Final Development Agreement being entered into by the parties. The first factor concerns the need to finalize the Conceptual Master Plan, which is a general conceptual plan that will be applied to the Redevelopment Site. The second factor concerns the specific issues that need to be explored, and addressed, in order to complete the Final Development Agreement between the City and the Developer, and which pertain to specific Projects to be undertaken by the Developer within the Redevelopment Site. Error! Unknown document property name. 3 SECTION 1— DEFINITIONS, RECITALS & EXHIBITS. Section 1.1. Definitions. As used in this Agreement certain words and terms shall have the meanings as set forth in Exhibit C attached hereto and incorporated herein. Section 1.2. Recitals Incorporated Herein. The Recitals set forth above are incorporated and made a part of this Agreement as if fully set forth in this Section 1.2. Section 1.3. Exhibits Incorporated. All Exhibits to this Agreement are hereby incorporated into and made a part of this Agreement. SECTION 2. DEVELOPER AND CONCEPT PLAN. Section 2.1. Designation of Developer. The City hereby designates TCO Missouri Investments, LLC as the exclusive Developer of the Redevelopment Site. Section 2.2. Conceptual Master Plan. Subject to the negotiation, approval and execution of the Final Development Agreement and subject to the ability to raise equity to fund the costs necessary to complete the redevelopment of the Redevelopment Site, Developer agrees to develop the Redevelopment Site in one or more Projects, subject to entering into the Final Development Agreement for such Projects and/or Phases, in accordance with the Conceptual Master Plan for a mixed -use development which may include retail, entertainment, hospitality, residential and office uses. As the Conceptual Master Plan is finalized and updated from time to time by the Development Team, or as provided for in Section 2.4 of this Agreement, the finalized plan will be attached hereto and incorporated herein by reference. Once the Development Team has agreed to a final Conceptual Master Plan, the parties shall each acknowledge in writing the approval of such final Conceptual Plan, which will continue to be subject to modification or amendment upon written approval of both parties. Section 2.3. Name of Site. The Conceptual Master Plan for the Redevelopment Site shall be known as such name as shall be selected by the City after consultation with the Developer. Section 2.4. Market Adaptability. The City recognizes that the Developer shall be working to create a market for the uses identified in the Conceptual Master Plan and agrees that, dependent upon market response, it may be necessary to refine and revise (including the time schedule for the development) the Conceptual Master Plan to accommodate the market. Section 2.5. Amendment of L-385 Levee Redevelopment Plan and PD Zoning Plan. The City agrees to prepare and process, as it determines necessary in its sole discretion, amendments to the L-385 Levee Redevelopment Plan and/or the existing PD Development Plan (the approved zoning plan for the Redevelopment Site) in order to accommodate development of the Redevelopment Site in accordance with the Conceptual Master Plan, as may be amended. Error! Unknown document property name. 4 Section 2.6. Term of this Agreement. The initial term of this Agreement shall continue until June 30, 2026 ("Initial Term"), unless otherwise agreed to in writing by the parties. In the event the parties do not reach agreement on a final Conceptual Master Plan as provided in Section 2.2 of this Agreement, either party may terminate this Agreement by giving written notice in the manner provided below in this Section, otherwise this Agreement shall remain in effect. In addition, either party may terminate this Agreement in the manner provided below in this Section, if the parties have failed to enter into the Final Development Agreement, prior to the expiration of the Initial Term, otherwise this Agreement shall remain in effect as to all or any portion of the Redevelopment Site which is not included in a Project which is the subject of a Final Development Agreement. Any party desiring to terminate this Agreement pursuant to this Section, shall provide the other party with written notice of such termination, not less than thirty (30) days prior to the effectiveness of such termination. Any of the time periods set forth in this Section may be extended by written agreement of the parties. Any party desiring to extend such time period shall make such request, in writing, to the other party. Acceptance shall also be made in writing, and such acceptance, by the other party shall not be unreasonably withheld. Section 2.7. Compensation. The Developer hereby agrees to pay to the City the nonrefundable sum of Ten Thousand Dollars ($10,000), in partial consideration for the rights granted to Developer herein. Said sum to be paid to the City within 30 days of the Effective Date. In the event the Developer, pursuant to Section 2.6 of this Agreement, terminates this Agreement, the City shall be entitled to retain said sum. SECTION 3. CONCEPTUAL SITE PLAN REDEVELOPMENT TEAM. Section 3.1. Redevelopment Team. The parties agree that the Redevelopment Team shall consist solely of the City and the Developer and that the Redevelopment Team shall be responsible for the finalization of the Conceptual Master Plan. Section 3.2. Developer Advisors. The Developer shall have the right to seek the advice and consultation of such third parties as the Developer deems necessary, including without limitation, architects, traffic engineers, environmental companies and companies that perform market or feasibility studies ("Advisors"). The Developer agrees to enter into contracts with ail such Advisors ("Advisor Contracts"). The development plans for specific uses and other work product of the Developer and its Advisors (collectively, the "Work Product") shall be owned by the Developer. In the event this Agreement is terminated by either party in accordance with Section 2.6 of this Agreement, upon the request of the City given in writing to the Developer within I0 days following the date of the notice of termination, the Developer agrees to assign its rights and title to the Work Product, upon reimbursement to the Developer by the City within 30 days following such request of all commercially reasonable costs incurred by the Developer for the Work Product. Error: Unknown document property came. 5 Section 3.2 Architect. The parties hereto acknowledge that one of the Advisor Contracts will be with the architectural firm Cooper Carry (the "Architects") who will assist the Redevelopment Team in the creation of the Conceptual Site PIan. Section 3.3. Advisor Contract Costs. Developer shall pay the costs of all Advisor Contracts entered into by the Developer on behalf of the Redevelopment Team, including the Architect Contract. SECTION 4. REDEVELOPMENT TEAM - CREATION OF CONCEPTUAL MASTER PLAN. Section 4.1. The Conceptual Master Plan. The Conceptual Master Plan, when finalized, shall become a part of the existing tax increment financing ("TIF") plan which includes the Redevelopment Site and it is anticipated that it will also be included in a future TIF plan subject to adoption by the City once the existing TIF plan is terminated or amended. As such, the process to be followed in creating the Conceptual Site Plan must comply with all statutes, rules, regulations and ordinances relating to the creation, or amendment, of a TIF plan pursuant to Missouri laws. Section 4.2 The Architect. The Architect Contract outlines the process to be followed by the Architects in rendering their assistance to the Redevelopment Team in the preparation of the Conceptual Master Plan. Section 4.3. Parcels within the Site. The Conceptual Master Plan may also assist in identifying specific parcels within the Redevelopment Area Site where actual Projects involving Developer might occur. SECTION 5. DEVELOPER RESPONSIBILITIES. Section 5.1 As an inducement for the City to enter into this Agreement, Developer, at its sole cost and expense agrees to: a) Finalize the Conceptual Master Place for the Redevelopment Site in form and content acceptable to the City; b) Develop a mixed -use concept and strategy for the development of the Redevelopment Site; c) Identify and engage with potential retail and operating partners and complete requisite due diligence to facilitate the development of the Redevelopment Site; d) Provide conceptual building plans, elevations and site plans consistent with the Conceptual Master Plan for City approval; e) Perform financial due diligence and underwriting to achieve balanced "Sources and Uses" for the development of the Redevelopment Site; Error! Unknown document property name. 6 f) Develop preliminary cost estimates for a construction budget(s) for the development of the Redevelopment Site whether in total or phases; g) Develop a proforma capital plan for the development of the Redevelopment Site, whether in total or in phases; h) Fully cooperate with the City in the pursuit of any public incentives applicable to the development of the Redevelopment Site and necessary to balance the applicable Sources and Uses; and i) Fund at Developer's, sole cost and expense, all hard and soft costs necessary for predevelopment due diligence, completion of the Conceptual Master Plan, obtaining the requisite land use entitlements and such other ancillary matters as identified by the Developer and City. SECTION 6. CITY RESPONSIBILITIES. Section 6.1 To facilitate the completion of Developer's Responsibilities in Section 5.1 above, the City agrees to: a) Provide necessary access to the Redevelopment Site, subject to Developer's indemnification of the City from any liabilities arising from or out of such access, inclusive of providing the City with evidence of sufficient comprehensive general liability insurance, in form and content acceptable to the City; b) Collaborate with the Developer to develop: (i) mutual goals for the development of Redevelopment Site; (ii) identify applicable and necessary economic incentives; (iii) pursue all necessary land uses entitlements and/or zoning changes required; and (iv) such other matters as the parties may identify; c) Provide to the Developer existing due diligence information in the City's possession, inclusive of surveys, title work, environmental site assessments, geotechnical studies, utilities availability and other reasonable and customary matters; and d) Collaborate, in good faith, with the Developer to develop a mutually acceptable Final Development Agreement for the development of the Redevelopment Site. SECTION 7. CONTEMPLATED TERMS OF DEVELOPMENT AGREEMENT. Section 7.1. Minimum Terms. The obligation of the parties to proceed beyond this Agreement is dependent upon the parties entering into a Final Development Agreement prior to the termination of this Agreement as provided in Section 2.6 of this Agreement. The parties agree that the Redevelopment Site may be developed in phases with one of Error! Unknown document property name. 7 more Projects identified for each phase. The parties further agree that before either party is obligated to proceed beyond the Conceptual Master Plan for any Project within the Redevelopment Site, the parties must mutually agree upon and enter into a mutually satisfactory Final Development Agreement, as may be amended from time to time, for such Project or Phase. Although the specific terms of the Final Development Agreement remain to be negotiated between the parties, the parties presently believe that such terms must necessarily address, at a minimum, the following matters, to -wit: a) Determination of Types of Uses. The parties must agree on the types of uses to be included the applicable Project, such as office, retail, commercial, residential, etc. If the Conceptual Master Plan has not yet been finalized, the parties must agree as to whether or not a proposed Project can proceed prior to finalization of the Conceptual Master Plan. b) Property for Project. The parties shall agree upon the portion the property of the Redevelopment Site to be included in the Project(s) and/or Phase(s) of the Final Development Agreement and the purchase price to be paid by the Developer, if any, for such portion of property or the terms of any ground lease for such portion of the property. It is further understood that the Final Development Agreement shall provide for future amendment as may be necessary to include future Project(s) and/or Phase(s) to complete the redevelopment of the Redevelopment Site. c) Public Assistance. The parties must determine what types of public assistance are applicable, and/or necessary, for any given Project. Examples of such public assistance include, but are not limited to, the following: TIF; Chapter 100 Bonds, Community Improvement District (CID) and Transportation Development Districts (TDD). d) Agreement on Traffic Circulation and Access Proposals. The parties shall agree on the design of all access and circulation elements associated with the development of the Redevelopment Site and adjacent and supporting areas of development, or at least such portion of those improvements as are necessary or desirable for the applicable Project. The parties shall also agree on how to address those necessary traffic improvements which are neither on the Redevelopment Site, nor adjacent thereto, but are made necessary due to the development of the Redevelopment Site or the applicable Project. Agreement shall also be reached on the method of financing these improvements, and the distribution of costs for each element and the responsibility for meeting such costs. e) Agreement on Plans and Specifications. The parties shall mutually agree on the plans, specifications and design of each applicable Project. f) Agreement on Progress Schedule. The parties shall agree on a progress schedule, by which each applicable Project will be undertaken, and completed. Error! Unknown document property name. 8 g) Agreement on Construction. The parties shall agree on the scope to be constructed by the Developer. h) Agreement on Utilities. The parties shall agree upon how streets and utilities within, or adjacent to, the Redevelopment Site are to be addressed for each applicable Project. The agreement shall include how costs of such matters are to be addressed. i) Environmental Approvals. The parties shall agree on how Environmental Approvals are to be obtained, and who is responsible for obtaining them. The agreement shall also address how environmental remediation expenses, if any, are to be paid. j) Zoning Changes. The parties shall agree as to how any necessary zoning changes will be addressed, including the timing of such changes. Nothing contained within this Agreement, nor any future Agreement, shall be deemed to bind the City, acting in its governmental capacity, to make any such zoning changes. k) Other Matters. The Final Development Agreement shall also address any other matters the parties deem appropriate. Section 7.2. Exclusivity and Final Development Agreement Terms. The City and Developer agree to negotiate the Final Development Agreement, which may be amended in writing by the parties from time to time, to provide for the terms and conditions of the development of the Redevelopment Site as contemplated in Section 7.1 of this Agreement. While the City is negotiating the terms and conditions of such Final Development Agreement with the Developer for the Redevelopment Site and until this Agreement is terminated, the City agrees to cease any other active solicitations or negotiations for another master developer for the Redevelopment Site or any portion of the Redevelopment Site and both parties agree to negotiate the terms of such Final Development Agreement in good faith in accordance with the terms outlined above in Section 7.1 above and in accordance with remaining terms outlined below in this Section 7 and the terms outlined in Sections 8, 9 and 10 of this Agreement. Section 7.3. Development Infrastructure and Funding. Total Infrastructure is defined as all utilities, landscaping, design, architectural & engineering fees for the site work, development & construction management fee. Section 7.4. Development Infrastructure Costs. Develop a total budget for infrastructure costs required to develop the Redevelopment Site. Section 7.5. Infrastructure Budget Allocation. The allocation of infrastructure costs between the parties is to be negotiated such that the allocation shall establish the total infrastructure budget and shall provide the percentage share of such costs to be funded by Error! Unknown document property name. 9 the Developer and by the City. Both Developer and City shall fund the infrastructure project costs on a pro-rata basis relative to the whole budget based upon the agreed upon percentage allocation to each party. Factors in determining the appropriate pro-rata share will include the various sources of sources and use of funds, project revenue projections and incentives (such as Chapter 100, TDD, a new CID, the Horizons CID, TIF and any other public sources) available. As the infrastructure project costs are phased in, each phase shall be funded with a prorata share of the total costs as noted above. All of the vertical improvement construction costs of the development shall be funded by the Developer with no City guarantees, backing or any other commitment. Section 7.6. Phased Development. It is anticipated that the Project will be phased as follows: The majority of the public infrastructure work will be done in the first 12 months. Future phases of the development shall be funded at the time the phase(s) is ready to commence. City and Developer shall work together to coordinate the liming of this work. Section 7.7 Real Estate Transactions. The City shall retain ownership of the Redevelopment Site. The Developer will be responsible for marketing all or portions of the Redevelopment Site. Once the Developer is ready to commence a Project, the land necessary for the Project shall be sold or ground leased by the City upon terms, conditions and amounts acceptable to the City and the Developer as set forth in the Final Development Agreement. Section 7.8 Civic Tract. The City shall have the right to retain an agreed -upon site within the Redevelopment Site for civic use. This location is anticipated to be near the entry to the Redevelopment Site or can be moved to a location mutually agreeable to the Developer and City. There shall be no charge to the City for this tract identified for civic use. The maximum total acreage within the Redevelopment Site to be set aside for such civic shall be established by mutual agreement of the parties and included as a term of the Final Development Agreement. Section 7.9. Recreation - Trails, Lakes, Canals & Streets. The City and Developer agree to build trails, lakes, canals and streets as part of the Projects. The City shall retain ownership of this property at no cost. The maximum total acreage within the Redevelopment Site to be set aside for such trails, lakes, canals and streets shall be established by mutual agreement of the parties and included as a term of the Final Development Agreement. The location of such trails, lakes, canals and streets shall be determined with each Project at the time of entering the Final Development Agreement. SECTION 8. TIF REVENUES. Section 8.1. City Reimbursement. The Redevelopment Site is anticipated to generate significant TIF revenues. As the Redevelopment Site is developed and generates TIF revenue, the City will use 80% of these TIF revenues first to offset any existing debt payments. Error! Unknown document properly name. 10 Section 8.2. Developer Reimbursement. The City will allocate on an annual basis, with the timing to coincide with the receipt of the TIF revenue by the City, a reimbursement to Developer equal to 20% of the TIF revenue generated from within the Redevelopment Site. All TIF revenues received by Developer will go to repay Developer equity expended or debt incurred by the Developer to fund cost related to the development of the Redevelopment Site. SECTION 9. MAINTENANCE/CROSS EASEMENTS & CID/TDD. Section 9.1. The City will own and maintain the lakes, trails, canals and streets throughout the Redevelopment Site as well as any other civic parcel as provided in Sections 7.8 and 7.9 of this Agreement. The City and Developer will facilitate an interagency agreement and any needed cross easement access and maintenance agreements with the Horizons Community Improvement District ("Horizons CID") to provide for the funding of needed maintenance for any portion of the Redevelopment Site for which the Horizon CID funds may be used. The Developer shall fund any remaining maintenance costs for privately developed parcels of the Redevelopment Site and the Developer and the City will jointly determine whether a separate CID and/or TDD is to be formed to provide funding for such maintenance costs and/or to fund any Project costs. SECTION 10. DEVELOPMENT ZONING/ USEBUILDING STANDARDS. Section 10.1. Project Approval. When starting a new Project, the Developer shall submit the plans, land sale revenue and projected TIF income to the City. Contingent upon the Project meeting the minimum land sale requirements, requiring no additional TIF or subsidy, and meeting the land use and PD zoning plan requirements, the Final Development Agreement shall provide that the Developer can proceed with the specific Project. Section 10.2. Building Standards and Plan Approval. As part of the Final Development Agreement and PD zoning plan, all minimum building standards shall be agreed upon: parking requirements, density, setbacks, material restrictions (no metal buildings, etc.). Section 10.3. Fees and Levee District Assessments. The normal prevailing charges and fees shall apply for all building permits, and other City charges used on all other projects. The City will not unreasonably delay approval of any permit needed for a planned Project. The City shall not impose any extraordinary or special fees or assessments on any property in the Redevelopment Site without consent of Developer; however, purchaser shall be responsible for the payment of all Levee District assessments levied on the property purchased or leased. Section 10.4. Platting and Cohesive Development. The City and Developer shall agree to a platting process that shall be flexible and allow the Developer to quickly plat property as needed to commence construction for each Project. The City and Developer will work in best faith to coordinate their efforts to develop the Redevelopment Error! Unknown document property name. 1I Site and the other property that the City owns outside of the Redevelopment Site in a comprehensive and cohesive manner. SECTION 11. SUCCESSORS AND ASSIGNS. Section 11.1 Binding Effect. This Agreement shall be binding on and shall inure to the benefit of the parties named herein and their permitted successors and assigns. Section 11.2 Assignment or Sale. The rights, duties and obligations of the Developer under this Agreement shall not be assigned in whole or in part without the prior written approval of the City, which approval shall not be unreasonably withheld provided the Developer demonstrates, to the satisfaction of the City, that the proposed assignee has the experience and financial capability to undertake, perform and complete Developer's obligations under this Agreement, all in accordance with this Agreement and such proposed assignee assumes, in a writing acceptable to the City, all such obligations. The City shall respond in writing to any request for consent under this Section 11.2 within thirty (30) days after submitting the same to the City. In the event the City proposes to withhold or condition its consent with respect to any such request, the City shall specify its reasons in writing to the Developer with its response. SECTION 12. FORCE MAJEURE. Section 12.1. Except as otherwise expressly provided herein, neither the City nor the Developer shall be considered in breach or default of their respective obligations under this Agreement, and the times for performance of obligations hereunder shall be extended in the event of any delay caused by force majeure, including fire or casualty; strike; lockout; civil disorder; war; acts of God; pandemic conditions, unusually adverse weather conditions; or other like causes beyond the parties' reasonable control; provided that the Developer notifies the City in writing within thirty (30) days of the commencement of such claimed event of force majeure. SECTION 13. NOTICES. Section 13.1 Any notices, demands, consents, approvals and other communications required by this Agreement to be given by either party hereunder shall be in writing and shall be hand delivered or sent by United States first class mail, postage prepaid, addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. Notices, demands, consents, approvals, and other communications shall be deemed given when delivered or three days after mailing; provided, however, that if any such notice or other communication shall also be sent by telecopy, fax machine or electronic mail, such notice shall be deemed given at the time and on the date of machine transmittal if the sending party receives a written send verification on its machines and forwards a copy thereof with its mailed or courier delivered notice or communication or if by electronic mail the recipient acknowledge receipt of such notice by return electronic mail. In the case of the Developer, to: Error: Unknown document property name. 12 TCO Missouri investments, LLC c/o Inland Pacific Companies P.O. Box 351979 Westminster, CO 80035 Attention: Timothy L. O'Byrne tobq me a ipcompanies.com With Copy, to: Polsinelli 900 West 48th Place, Suite 900 Kansas City, Missouri 64112 Attention: Roxsen E. Koch rkoch upolsinelli.com In the case of the City, to: City of Riverside, Missouri City Hall 2950 NW Vivion Road Riverside, Missouri Attention: City Administrator Telephone: (816) 741-3993 Facsimile: (816) 746-8349 With a copy to: Spencer Fane LLP Attn: Joe Bednar 308 East High Street Jefferson City, Missouri 65101 Telephone: (573) 634-8115 Facsimile: (573) 634-8140 jbednar a spencerfane.com SECTION 14. DEFAULT. Section 14.1. In the event of a breach of any covenant or obligation of each party under this Agreement, prior to taking any action on such breach, the non -defaulting party shall provide the other party with notice of such breach and right to cure of not less than 30 days or such other reasonable period of time as necessary to cure such breach under the Error! Unknown document property name. 13 circumstances provided such breaching party diligently pursues actions necessary to cure such breach. SECTION 15. CONFLICT OF INTEREST. Section 15.1. No member of the Board of Aldermen or any branch of the City's government who has any power of review or approval of any of the Developer's undertakings, or of the City's contracting for goods or services for the Property, shall participate in any decisions relating thereto which affect that member's personal interests or the interests of any corporation or partnership in which that member is directly or indirectly interested. Any person having such interest shall immediately, upon knowledge of such possible conflict, disclose, in writing, to the Board of Aldermen the nature of such interest and seek a determination by the Board of Aldermen with respect to such interest and, in the meantime, shall not participate in any actions or discussions relating to the activities herein proscribed. SECTION 16. CHOICE OF LAW. Section 16.1 This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of State of Missouri for all purposes and intents (without regard to conflict of law statutes). SECTION 17. ENTIRE AGREEMENT; AMENDMENT. Section 17.1 The parties agree that as of the Effective Date this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing signed by the parties. SECTION 18. COUNTERPARTS. Section 18.1. This Agreement may be executed in multiple counterparts, each of which shall constitute the same instrument. SECTION 19. SEVERABILITY. Section 19.1. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. SECTION 20. REPRESENTATIVES NOT PERSONALLY LIABLE. Section 20.1. City Representatives. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any of its governing body members, officers, agents, attorneys, employees or independent Error! Unknown document property name. 14 contractors in their individual capacities. No governing body member, officer, agent, attorney, employee or independent contracts of the City shall be personally liable to the Developer in the event of any default or breach by the City under this Agreement, or for any amount which may become due from the City under the terms of this Agreement. Section 20.2 Development Representatives. All covenants, stipulations, promises, agreements and obligations of the Developer contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer and not of any of its members, officers, agents, attorneys, employees or independent contractors in their individual capacities. No member, officer, agent, attorney, employee or independent contracts of the Developer shall be personally liable to the City in the event of any default or breach by the Developer under this Agreement, or for any amount which may become due from the Developer under the terms of this Agreement SECTION 21. COOPERATION. Section 21.1. The parties shall lend friendly assistance and use all reasonable efforts to cooperate in the performance of their responsibilities under this Agreement. SECTION 22. REPRESENTATIONS OF THE CITY. Section 22.1. The City hereby represents and warrants that it has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the terms and obligations of this Agreement, and all of the foregoing has been duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. SECTION 23. REPRESENTATIONS OF THE DEVELOPER. Section 23.1. The Developer hereby represents and warrants it has full power to execute and deliver and perform the terms and obligations of this Agreement and all the foregoing has been duly and validly authorized by all necessary corporate proceedings. This Agreement constitutes the legal, valid and binding obligation of the Developer, enforceable in accordance with its terms. [The remainder of this page is left intentionally blank.] Error! Unknown document property name. 15 IN WITNESS WHEREOF, the City and the Developer have caused this Agreement to be executed in their respective names, and the City has caused its seal to be affixed thereto and attested as of the date first above written. "CITY": CITY OF RIVERSIDE, MISSOURI By: (signature) Kathleen L. Rose, Mayor [SEAL] Attest: Melissa McChesney, City CIerk "DEVELOPER": TCO MISSOURI INVESTMENTS, LLC By: Timothy L. O'Byrne Authorized Signatory Error! Unknown document property name. 16 IN WITNESS WHEREOF, the Cite and the I)el.etoper have caused this Agreement to be executed in their respective names. and the has caused its seal to he affixed thereto and attested as of the date first aho%e written. (SEAL. Attest: "CITY": CITY OF RIVERSIDE, MISSOURI Kathleen L. Rose. Mayor "DEVELOPER": TCO MISSOURI INVESTMENTS, LLC By: Timothy L. O'Byrne Authorized Signatory Error! Unknown document property name. 16 COUNTY OF STATE OF MISSOURI ) SS COUNTY OE PLATTE- ) On this day of December 2025. before me appeared Kathleen L. Rose. to me personally known. who. being by me duly sworn. did say that she is the Mayor of the CITY OF RIVERSIDE. MISSOURI. a political subdivision of the State of Missouri. and that the seal affixed to the foregoing instrument is the seal of said City. and said instrument was signed and sealed in behalf of said City by authority of its Board of Aldermen. and said individual acknowledged said instrument to be the tree act and deed of said City. IN TESTIMONY WHEREOF. 1 have hereunto set my hand and affixed my official seal in the County and State aforesaid. the day and year first above written. Notary Public [SEAL] My Commission Expires: STATE OF Colorado ) ) ss. COUNTY OF Bloomfield ) On this 22 day of December 2025. before me appeared Timothy. L. O'Byrne. to me personally known, who, being by me duly sworn, did say that he is the Authorized Signatory of TCO Missouri Investors, LLC, and that he is authorized to sign the instrument on behalf of said company and acknow ledged to me that he executed the within instrument as said company's act and deed. IN TESTIMONY WHEREOF, i have hereunto set my hand in the County and State aforesaid. the day and year first above wr tten. [SEAL] Kadee Kline NOTARY PUBLIC STATE OF COLORADO NOTARY ID #20204000041 I MY COMMISSION EXPIRES JANUARY 08, 2028 My Commission Expires: January 8, 2028 Error: I nknown document propert% name. 17 EXHIBIT A REDEVELOPMENT SITE (to be attached) Error! Unknown document property name. Exhibit A (map of redevelopment area) EXHIBIT C DEFINITIONS DEFINITIONS. As used in this instrument, the following terms, when having an initial capital letter in the text of this Agreement, shall have the following meaning: 1) AGREEMENT: This Predevelopment Agreement, taken and construed as a whole; as amended from time to time. 2) COMMUNITY IMPROVEMENT DISTRICT (CID): A district, established by the Governing Body of the City, pursuant to the provisions of Sections 67.1401 to 67.1571 RSMo, for any of the purposes permitted pursuant to said sections. 3) CITY: The City of Riverside, Missouri. 4) COMPREHENSIVE PLAN: The officially adopted Comprehensive Plan of the City, and any amendments or additions thereto. 5) DEVELOPER: TCO Missouri Investments, LLC 6) ENVIRONMENTAL APPROVALS: All approvals from governmental authorities having jurisdiction over the Site, allowing construction to begin, without reservation of any right against the Developer, or the City, for liability under any governmental law imposing liability for hazardous materials or petroleum products, as defined under such laws. 7) ENVIRONMENTAL REMEDIATION EXPENSES: All reasonable and necessary costs required to obtain Environmental Approvals. 8) FINAL DEVELOPMENT AGREEMENT: The development agreement to be entered into between the City and the Developer, addressing the relative responsibilities of the parties as to the actual development, or redevelopment, of a specific Project(s) and/or Phase(s) within the Redevelopment Area, as such development agreement by be amended from time to time in writing executed by both parties. 9) HORIZONS CID: The Horizons Community Improvement District, which is an existing C1D established by the City. 10) PHASE or PHASES: Any one phase of the development of the Redevelopment Site in accordance with the Final Development Agreement. 11) PROJECT or PROJECTS: One or more proposals by the Developer for the development, or redevelopment, of the Redevelopment Site, in one or more Phases. Error! Unknown document property name. 12) REDEVELOPMENT SITE: 25 acres located adjacent to the LN Site generally bounded by LN Site on the west, Interstate 635 on the south, Horizons Parkway on the east and what is known as the 40 West development property on the north, illustrated on Exhibit A. 13) REDEVELOPMENT TEAM: The City and the Developer. Error! Unknown document property name.