HomeMy WebLinkAbout2008-036 - L-385BILL NO., ORDINANCE NO.
AN ORDINANCE APPROVING A PURCHASE AND
DEVELOPMENT AGREEMENT RELATING TO THE L -385 LEVEE
REDEVELOPMENT PLAN.
WHEREAS, pursuant to the Real Property Tax Increment Allocation Redevelopment
Act, Sections 99.800 — 99.865, Revised Statutes of Missouri, as amended ( "TIF Act"), the City of
Riverside, Missouri ("City"), after recommendation by the Tax Increment Financing
Commission of Riverside, Missouri ( "TIF Commission "), approved the L -385 Levee
Redevelopment Plan, as amended ("Redevelopment Plan "), the Redevelopment Project I, the
Redevelopment Project I Area, the Redevelopment Project III, the Redevelopment Project Area
VIII, and tax increment financing for the Redevelopment Project I Area and the Redevelopment
Project Area 1/III; and
WHEREAS, the City is the owner of certain property (defined in the Purchase and
Development Agreement as the South Property) located within the Redevelopment Project Area
VIII; and
WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri
( "IDA ") is the owner of certain property (defined in the Purchase and Development Agreement
as the North Property, the North Property and the South Property are referred to collectively, as
the "Property") located within the Redevelopment Project Area VIII; and
WHEREAS, pursuant to the TIF Act, the City is authorized and empowered to convey
and dispose of the South Property and to provide for the conveyance and disposal of the North
Property to achieve the objectives of the Redevelopment Plan; and
WHEREAS, the City, the IDA, and UMB Bank, N.A., entered into that certain Financing
and Cooperation Agreement dated as of May 1, 2007 relating to the North Property (the
"Financing Agreement"); and
WHEREAS, the Financing Agreement requires that the IDA, upon request of the City,
sell the North Property subject to compliance with the Financing Agreement; and
WHEREAS, the City desires to provide for the efficient and orderly development,
operation and management of a retail/commercial/industrial development on the Property; and
WHEREAS, the City went through a detailed request for proposals process relating to the
development of the Property ( " RFP "); and
WHEREAS, Kenneth Block submitted the Horizons Business Park Acquisition &
Development Proposal in response to the RFP; and
WHEREAS, the City desires to select Kenneth Block's company, BK Properties, LLC
( "Developer ") as developer pursuant to the terms and provisions of the Purchase and
Development Agreement and to direct the IDA to sell the North Property pursuant to the
Purchase and Development Agreement; and
WHEREAS, the City, the IDA and the Developer desire to enter into the Purchase and
Development Agreement to provide for the implementation of Redevelopment Plan, including
the Redevelopment Project III- Horizons and Redevelopment Project III- East/West Connectors,
subject to the terms and conditions of such Agreement.
NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside,
Missouri as follows::
1. Approval of Purchase and Development Agreement The Purchase and
Development Agreement is hereby approved in substantially the form presented with this
Ordinance (a copy of which document is on file with the City Clerk), and the City is hereby
authorized to enter into, execute and deliver such document with such changes therein as shall be
approved by the officials of the City executing such document, such officials' signatures thereon
being conclusive evidence of their approval and the City's approval thereof.
2. Direction to IDA The City hereby directs the IDA to sell the North Property to
the Developer pursuant to the terms and conditions of the Purchase and Development Agreement
subject to the City complying with the Financing Agreement. The City hereby directs its
appropriate officers, agents and employees to take such actions and execute such documents as
are required under the Financing Agreement in order that the IDA is authorized to sell the North
Property.
3. Further Acts The Mayor, the City Administrator, the Finance Officer and other
appropriate officers, agents and employees of the City are hereby authorized to take such further
actions and execute such other documents as may be necessary or desirable to carry out and
comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of
the City with respect to the Purchase and Development Agreement.
4. Severability The portions of this Ordinance shall be severable. In the event that
any portion of this Ordinance is found by a court of competent jurisdiction to be invalid, the
remaining portions of this Ordinance are valid, unless the court finds the valid portions of this
Ordinance are so essential and inseparably connected with and dependent upon the void portion
that it cannot be presumed that Board of Aldermen would have enacted the valid portions within
the invalid ones, or unless the court finds that the valid portions standing alone are incomplete
and are incapable of being executed in accordance with the legislative intent.
5. Effective Date This Ordinance shall be in full force and effect upon and after its
passage and approval.
PASSED AND APPROVED, this Z6 4 day of February, 2008.
Attest:
[seal] i
uise Rusick, City Clerk
kathleen L. Rose, Mayor
FIRST ADDENDUM TO PURCHASE AND DEVELOPMENT AGREEMENT
THIS FIRST ADDENDUM TO PURCHASE AND DEVELOPMENT
AGREEMENT is dated as of March 4, 2008, between the City of Riverside, Missouri (the
"City "), the Industrial Development Authority of the City of Riverside, Missouri (the
"Authority ") and the BK Properties, LLC (the "Developer "). Any term used in this Addendum
not defined herein shall have the meaning ascribed to such term in the Purchase and
Development Agreement.
WHEREAS, the City, the Authority and the Developer entered into that certain Purchase
and Development Agreement dated the date hereof; and
WHEREAS, the City, the Authority and the Developer desires to agree that the North
Property Purchase Price shall be reduced by $120,000 in consideration of the acceptance of all
Permitted Exceptions on the northerly portion of the North Property.
NOW THEREFORE, in consideration of the mutual premises set forth herein, the
parties to this Addendum agree as follows:
Section 1. The parties agrees that the North Property Purchase Price shall be reduced
by $120,000 in consideration of the acceptance by the Developer of all potential reductions in
building size, interference with traffic or parking, and any other matter arising from or related to
the Permitted Exceptions on the northerly portion of the North Property, including the KCPL
easement and the KCPL facilities located within and without such easement; provided however,
this acceptance shall in no way affect the right and ability of the Developer to require KCPL to
relocate its facilities into its easement.
Section 2. The Purchase and Development Agreement, as amended by this
Addendum, shall continue in full force and effect.
Section 3. This Addendum may be executed in multiple counterparts, each of which
shall constitute one and the same instrument.
The remainder of this page is left intentionally blank.
IN WITNESS WHEREOF, the City, the Authority and the Developer have caused this
Addendum to be executed in their respective names as of the date first above written.
"CITY"
(SEAL)
Att st:
L ise Rusick, C ty Clerk
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
CITY OF R"I•VER1SID� ?E, MISSOURI
By(�i�tJ
athleen L. Rose, Mayor
On this " ) 1 - 7
o / day of 2008, before me appeared Kathleen L.
Rose, to me personally known, who, being by me duly sworn, did say that she is the Mayor of
the CITY OF RIVERSIDE, MISSOURI, a political subdivision of the State of Missouri, and that
the seal affixed to the foregoing instrument is the seal of said City, and said instrument was
signed and sealed in behalf of said City by authority of its Board of Aldermen, and said
individual acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.
`- Notary/Public
My Commission Expires:
1:\ CLIENTS \61492 \00086 \K0565276.DOC 2
IN WITNESS WHEREOF, the City, the Authority and the Developer have caused this
Agreement to be executed in their respective names as of the date first above written.
"AUTHORITY"
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIIDE, MISSOURI
Wayne
(SEAL)
Attest:
Sara Wagner, Assistant Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this 4 day of n 0 rJ 2008, before me appeared Wayne Snyder,
to me personally known, who, being by me duly sworn, did say that he is the President of THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI,
an industrial development authority organized pursuant to Chapter 349, RSMo., and that the seal
affixed to the foregoing instrument is the seal of said Authority, and said instrument was signed
and sealed in behalf of said Authority by authority of its Board of Directors, and said individual
acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.
My Commission Expires:
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Not ry Public
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IN WITNESS WHEREOF, the City, the Authority and the Developer have caused this
Agreement to be executed in their respective names as of the date first above written.
"DEVELOPER"
STATE OF MISSOURI )
) SS.
COUNTY OF �Cl 6I4.�,- )
BK PROPERTIES, LL , a Missouri limited
liability company ell&
By:
Kenneth G. Block, Managing Member
On this q✓ del. day of W- , 2008, before me appeared Kenneth G.
Block, to me personally known, who, being by me d rly sworn, did say that he is the sole
managing member of BK Properties, LLC, a Missouri limited liability company, and that he is
authorized to sign the instrument on behalf of said limited liability company by authority of its
sole member /manager, and acknowledged to me that he executed the within instrument as said
company's free act and deed.
JN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the and State aforesaid, the day and year first above written.
My Commission Expires:
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Notary Public
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SHEHI L. FINLEY
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NOTARY
My Commisslon Expires
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7: \CLIENTS \61492 \00086 \K0565276. DOC
PURCHASE AND DEVELOPMENT AGREEMENT
Between the
CITY OF RIVERSIDE, MISSOURI
And
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF RIVERSIDE, MISSOURI
And
BK PROPERTIES, LLC
Dated as of
March 4, 2008
In connection with
L -385 LEVEE REDEVELOPMENT PLAN, AS AMENDED
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND RECITALS ........................................... ..............................2
1.1
Definitions .................................................................................
..............................2
1.2
Recitals Incorporated Herein ....................................................
.............................13
1.3
Exhibits Incorporated ...............................................................
.............................13
ARTICLE II.
DEVELOPER DESIGNATION ............................................
.............................13
2.1
Developer Designation .............................................................
.............................13
2.2
Developer to Pay Costs .............................................................
.............................13
ARTICLE III.
PURCHASE AND SALE OF PROPERTY ........................
.............................13
3.1
Purchase of Property .................................................................
.............................13
3.2
Purchase Pr ice ...........................................................................
.............................14
3.3
Conveyance of Portion of North Property for City Facility .....
.............................14
3.4
Argosy Sign on South Property ................................................
.............................15
3.5
Payment of Purchase Price .......................................................
.............................15
3.6
Title and Survey ........................................................................
.............................16
3.7
Review of Title and Survey ......................................................
.............................17
3.8
Wetlands Delineation and Mitigation .......................................
.............................17
3.9
Conditions Precedent to Developer's Obligation to Close
on the North
Property....................................................................................
.............................18
3.10
Conditions Precedent to Developer's Obligation to Close
on the South
Property....................................................................................
.............................20
3.11
Levee District Assessments/Prorations at Closing ...................
.............................21
3.12
Closing Costs ............................................................................
.............................22
3.13
Time of Closing ........................................................................
.............................22
3.14
Closing ......................................................................................
.............................23
3.15
Brokers ......................................................................................
.............................24
3.16
Covenants of the City ...............................................................
.............................24
3.17
Escrow ......................................................................................
.............................26
3.18
Levee District Board .................................................................
.............................28
3.19
Relocation .................................................................................
.............................29
3.20
Plans and Specifications ...........................................................
.............................29
3.21
KCPL Easement .......................................................................
.............................29
3.22
City Easement and MAWC Easement ......................................
.............................29
3.23
Developer Waiver of Due Diligence ........................................
.............................30
ARTICLE IV. REDEVELOPMENT PROJECTS ..............................
.........30
4.1
Developer to Construct the TIF Reimbursable Work ............... .............................30
4.2
Developer to Construct Redevelopment Project I /III - Horizons .........................31
4.3
Obligation to Remove Blighting Influences ............................. .............................32
4.4
Governmental Approval s .......................................................... .............................32
4.5
Construction Plans; Changes .................................................... .............................32
4.6
Maintenance of the Property ..................................................... .............................32
4.7
Maintenance of the City Rights -of -Way .................................. .............................33
4.8
Certificate of Commencement of TIF Reimbursable Work ..... .............................33
.............................44
4.9
Certificate of Substantial Completion - Developer .................. .............................33
.............................45
4.10
No Real Property Tax Abatement While TIF in Effect ............ .............................34
.............................45
4.11
Chapter 100 on Personal Property ............................................ .............................34
.............................45
4.12
Community Improvement District ............................................ .............................34
.............................45
4.13
City and Developer Actions with Respect to the CID .............. .............................35
.............................46
4.14
Pledge of CID Revenues ........................................................... .............................35
.............................49
4.15
Obligations - City /Authority /Annual Appropriations Pledge .. .............................35
.............................50
ARTICLE V. TIF REVENUES /REIMBURSABLE PROJECT COSTS . .............................37
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
LeveeTIF Obligations ........................................................ ...............................
City Infrastructure Bonds.
Priority Payments ........1111.
Developer Reimbursable Project Costs . ...............................
City's Obligation to Reimburse Developer ..........................
Reimbursements Limited to Developer Reimbursable
Developer's Right to Substitute ............. ...............................
City's Obligations Limited to Special Allocation Fund .......
City Reimbursement .............................. ...............................
City's Right to Audit .............................. ...............................
.11.1-111.11 ...............
1111 .........................
.............................
........11 ................11.
Project Costs;
..37
..38
..38
..38
..39
...............39
...............40
...............40
...............40
ARTICLE VI. REPRESENTATIONS AND WARRANTIES ................... .............................40
6.1 City Representations and Warranties ....................................... .............................40
6.2 Authority Representations and Warranties ............................... .............................42
6.3 Developer Representations and Warranties .............................. .............................44
6.4 Survival of Representations and Warranties ............................ .............................44
ARTICLE VII. SPECIAL ALLOCATION FUND; COLLECTION AND USE OF
TIFREVENUES ............................................................................................. .............................44
7.1
Special Allocation Fund ...........................................................
.............................44
7.2
Application of Available Junior TIF Revenues ........................
.............................45
7.3
Disbursements from Special Allocation Fund ..........................
.............................45
7.4
Cooperation in Determining TIF Revenues ..............................
.............................45
7.5
Obligation to Report TIF Revenues ..........................................
.............................45
7.6
Notice to City of Transfer .........................................................
.............................46
ARTICLE VIII. GENERAL PROVISIONS .............
.........46
8.1
Developer's Rights of Term ination/Remedies .........................
.............................46
8.2
City's and Authority's Right of Termination/Remedies ..........
.............................47
8.3
Sale of Property.,. ..................................................................................................
47
8.4
Successors and Assigns ............................................................
.............................48
8.5
Default ....................................................................................
............................... 49
8.6
Force Majeure ...........................................................................
.............................49
8.7
Notices ......................................................................................
.............................49
8.8
Conflict of Interest ....................................................................
.............................50
8.9
Inspection ................................................................................
............................... 51
8.10
Choice of Law ........................................................................
............................... 51
ii
8.11
Entire Agreement; Amendment ................................................
.............................51
8.12
Counterparts ..............................................................................
.............................51
8.13
Severabil ity , ...............................................................................
.............................52
8.14
Representatives Not Personally Liable .....................................
.............................52
8.15
Attorney's Fees .........................................................................
.............................52
8.16
Release and Indemnification ....................................................
.............................52
8.17
Survival .....................................................................................
.............................54
iii
EXHIBITS
EXHIBIT A Legal Description of North Property
EXHIBIT B Legal Description of South Property
EXHIBIT C Developer Reimbursable Project Costs
EXHIBIT D List of City Additional Levee Reimbursable Project Costs
EXHIBIT E Form of Certificate of Developer Reimbursable Project Costs
EXHIBIT F Form of Certificate of Substantial Completion - Developer
EXHIBIT G Permitted Exceptions as to Title and Survey
EXHIBIT H Time Table for Funding Availability and Construction
EXHIBIT I Sanitary Sewer Extension Route
EXHIBIT J The Horizons Business Park Acquisition & Development Proposal
EXHIBIT K Horizons Parkway, Phase 2 and Highway 9 Improvement Overview
EXHIBIT L Preliminary Alignment of Argosy Casino Parkway
EXHIBff M TIF Development Schedule
EXHIBIT N Agreement Allocating Benefits
EXHIBIT O City Facility Criteria
EXHIBIT P Form of Certificate of Commencement of TIF Reimbursable Work
EXHIBIT Q North Property Easements and Rights -of -Ways
EXHIBIT R Form of Utility Completion Certificate
EXHIBIT S Items 1, 2, 3, 4, 8, 10 and 11(b) of Table A, Optional Survey
Responsibilities and Specifications ACSMJALTA Standards — 1999
EXHIBIT T Location of Sleeves Underneath Horizons Parkway
EXHIBIT U Development Standards
iv
PURCHASE AND DEVELOPMENT AGREEMENT
THIS PURCHASE AND DEVELOPMENT AGREEMENT is made and entered into
as of February _, 2008, by and between the CITY OF RIVERSIDE, MISSOURI, a city and
political subdivision duly organized and existing under the Constitution and laws of the State of
Missouri, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
RIVERSIDE, MISSOURI, an industrial development authority organized pursuant to Chapter
349, RSMo., as amended, and BK Properties, LLC, a limited liability company duly organized
and existing under the laws of the State of Missouri. (All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in Article I of this
Agreement.)
PAIKORKTRI
A. Pursuant to the TIF Act, the TIF Commission and the City have approved the
Redevelopment Plan, the Redevelopment Project I, the Redevelopment Project I Area, the
Redevelopment Project III, the Redevelopment Project Area I /III, and tax increment financing
for the Redevelopment Project I Area and the Redevelopment Project Area I /III.
B. Pursuant to the TIF Act, the City is authorized and empowered to convey and
dispose of land and other property to achieve the objectives of the Redevelopment Plan, and the
City desires to direct the Authority to sell the North Property, subject to the terms and conditions
of this Agreement, to the Developer to be used in furtherance of the objectives of the
Redevelopment Plan and industrial /commercial and economic development of the
Redevelopment Area under the Redevelopment Plan.
C. Pursuant to the TIF Act, the City is authorized and empowered to convey and
dispose of land and other property to achieve the objectives of the Redevelopment Plan, and the
City desires to sell the South Property, subject to the terms and conditions of this Agreement, to
the Developer to be used in furtherance of the objectives of the Redevelopment Plan and
industrial /commercial and economic development of the Redevelopment Area under the
Redevelopment Plan,
D. The Authority is the owner of the North Property, which North Property can be
sold only at the direction of the City.
E. Developer has submitted to the City the Redevelopment Proposal.
F. Developer desires to develop the Property pursuant to the terms and conditions of
this Agreement.
G. The Board of Aldermen hereby determines that the acceptance of the
Redevelopment Proposal and the fulfillment of the provisions of this Agreement are in the best
interests of the City, and the health, safety and welfare of its residents, and that the development
of the Property generally in accordance with the Redevelopment Proposal will be consistent
with, and serve the public purposes specified in, the Redevelopment Plan.
H. Pursuant to provisions of the TIF Act and Ordinance No. the City is
authorized to enter into this Agreement.
I. Pursuant to Resolution the Authority is authorized to enter into this
Agreement.
AGREEMENT
Now, therefore, in consideration of the premises and promises contained herein and other
good and valuable consideration, the adequacy and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE I.
DEFINITIONS AND RECITALS
1.1 Definitions. As used in this Agreement, the following words and terms shall
have the following meanings:
"Act" or "TIT Act" means the Real Property Tax Increment Allocation Redevelopment
Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri, as amended.
"Adjacent Argosy Sign Property" means that triangular tract of land northwest of and
abutting, the South Property, owned by a third party on the date of this Agreement.
"Affiliate" means: (i) with respect to a particular individual: 1) each other member of
such individual's Family; 2) any Person that is directly or indirectly Controlled by any one or
more members of such individual's Family; and 3) any Person with respect to which such
individual or one or more members of such individual's Family serves as a director, officer,
partner, executor or trustee (or in a similar capacity); and (ii) with respect to a specified Person
other than an individual: 1) any Person that directly or indirectly Controls, is directly or
indirectly Controlled by or is directly or indirectly under common Control with such specified
Person; 2) each Person that serves as a director, officer, partner, executor or trustee of such
specified Person (or in a similar capacity); and 3) any Person with respect to which such
specified Person serves as a general partner or a trustee (or in a similar capacity).
For purposes of this definition, the "Family" of an individual includes solely (i) the
individual, (ii) the individual's spouse and children, and (iii) any other natural person who is
related to the individual and who regularly resides with such individual.
"Agreement" means this Purchase and Development Agreement, as the same may be
from time to time modified, amended or supplemented in writing by the parties.
"Approving Ordinances" mean those ordinances of the City approving the Redevelopment Plan,
including but not limited to Ordinance No. 96 -72 passed on July 16, 1996, Ordinance Number
97 -10 amending the Original Plan, Ordinance Number 97 -11 approving Phase B, Ordinance
Number 97 -12 approving Phase C, and Ordinance Number 97 -13 approving Phase D, all adopted
February 4, 1997; Ordinance Number 97 -95 approving Phase E, adopted August 19, 1997;
Ordinance Number 99 -34 approving the Amended and Restated L -385 Levee Redevelopment
2
Plan and approving Phases G, H and I, adopted May 4, 1999; Ordinance Number 99 -61
approving the Relocation Plan and amendments to the L -385 Redevelopment Plan adopted
August 17, 1999; Ordinance Number 99 -94 approving Phase J adopted December 7, 1999;
Ordinance Number 2001 -115 approving Phase L adopted October 9, 2001; Ordinance Number
2002 -130 approving Phase M adopted December 17, 2002; Ordinance Number 2005 -154
approving Phase N adopted December 28, 2005; Ordinance Number 2006 -10 approving Phase O
adopted January 31, 2006, and Ordinance Number 2006 -93 adopted July 11, 2006 approving
Redevelopment Project III and the Redevelopment Project 1/I11 Redevelopment Area.
"Argosy" means the owner or operator of the Argosy Casino complex in the City.
"Argosy Casino Parkway" means the street project to be built by the City and Argosy
which is anticipated to connect the interchange at I -635 and Horizons Parkway to the Argosy
Casino, which street is anticipated to be located between I -635 and the Missouri River, east of
Horizons Parkway, landward of the Levee Project, as set forth on Exhibit L subject to the
superior rights of MODOT, the U.S. Army Corps of Engineers and Argosy Casino to ultimately
determine the location of the Argosy Casino Parkway.
"Argosy Sign" means each of two freestanding signs anticipated to be erected by Argosy
for the Argosy Casino complex on either the Argosy Sign Property or the Adjacent Argosy Sign
Property.
"Argosy Sign Property" means that portion of the South Property and the North
Property, each comprised of no more than 10,000 square feet, with the location on the South
Property being located in the northwest portion of the South Property and the location on the
North Property to be located in the northeast portion of the North Property (adjacent or near the
proposed Lift Station), the exact location to be determined by Argosy and the City, after
consultation with the Developer, which property will be retained by the City or transferred to
Argosy and upon which Argosy will erect the Argosy Signs; provided that the Argosy Sign on
the South Property may be erected on the Adjacent Argosy Sign Property as provided in Section
3.4.
"Authority" means The Industrial Development Authority of The City of Riverside,
Missouri, a public corporation duly organized under Chapter 349 of the Revised Statutes of
Missouri.
"Available CID Sales Tax Revenues" means all CID Sales Tax Revenues that do not
constitute Economic Activity Taxes.
"Available Junior TIF Revenues" means monies on deposit from time to time in the
Special Allocation Fund after taking into account all funds required for the payment of the
Senior TIE Obligations but also excluding (i) any amount paid under protest until the protest is
withdrawn or resolved against the taxpayer, and (ii) any sum received by the City which is the
subject of a suit or other claim communicated to the City which suit or claim challenges the
collection of such sum.
"Board ofAldermen" means the Board of Aldermen of the City.
3
"Bond Counsel" means Armstrong Teasdale LLP, Kansas City, Missouri, or an attorney
at law or a firm of attorneys selected by the City of nationally recognized standing in matters
pertaining to the tax - exempt nature of interest on obligations issued by states and their political
subdivisions duly admitted to the practice of law before the highest court of any state of the
United States of America or the District of Columbia.
"Bond Proceeds" means the gross cash proceeds from the sale of CID Bonds before
payment of Issuance Costs, together with any interest earned thereon.
"Business Day" means any day other than a Saturday, Sunday or any other day on which
banking institutions in Riverside, Missouri are required or authorized by law to close.
"CAP Bonds" shall have the meaning given to such term in Section 4.15(a)(i).
"CAP Bond Proceeds" means the gross cash proceeds from the sale of CAP Bonds
before payment of Issuance Costs, together with any interest earned thereon.
"Certificate of Approval" means that Certificate of Approval dated September 16, 2004,
issued by the Director of the Department of Economic Development and the Commissioner of
the Office of Administration of the State of Missouri approving the participation of projects
under the Redevelopment Plan for the State Supplemental Tax Increment Financing Program.
"Certificate of Commencement of TIF Reimbursable Work" means a document
substantially in the form of Exhibit P , attached hereto and incorporated by reference herein,
provided by Developer to the City in accordance with this Agreement and evidencing
commencement of the TIP Reimbursable Work, which may be provided by the Developer
repeatedly, each being for discreet portions of the TIF Reimbursable Work.
"Certificate of Reimbursable Project Costs" means a document substantially in the form
of Exhibit E , attached hereto and incorporated herein by reference, provided by the Developer to
the City in accordance with this Agreement and which, upon the City's acceptance and approval
of the costs set forth therein, will evidence Developer Reimbursable Project Costs properly
incurred by the Developer.
"Certificate of Substantial Completion- Developer" means a document substantially in
the form of Exhibit F , attached hereto and incorporated herein by reference, provided by the
Developer to the City in accordance with this Agreement and which, upon the City's acceptance
thereof, will evidence the Developer's satisfaction of all obligations and covenants to construct
the Redevelopment Project or portion thereof as identified in such Certificate in accordance with
the Redevelopment Plan and this Agreement.
"City" means the City of Riverside, Missouri, a fourth class city and political subdivision
duly organized and existing under the Constitution and laws of the State of Missouri,
"City Additional Levee Reimbursable Project Costs" means those obligations, costs and
expenses incurred or anticipated to be incurred by the City relating to the Levee Project, as listed
on Exhibit D
"City CID Member" means the member of the Board of Directors of the CID that is a
City officer or employee, as designated from time to time by the Board of Aldermen.
"City CID Obligations" means the costs and expenses incurred by the City in connection
with the City CID Project allowable under the CID Act, which shall be payable from CID
Revenue and may, in the sole discretion of the City, be payable from other funds of the City, but
as to CID Revenue, only from one -half of the Available CID Sales Tax Revenues.
"City CID Project" means (i) improvement to and extension of Mattox Road, (ii)
improvement to and extension of the Outer Road (Schoenbeck), (iii) Argosy Casino Parkway,
(iv) ATA services and improvements, (v) landscaping and City signage in the vicinity of the I-
635/Horizons Parkway interchange, (vi) improvements to Highway 9 to the west of the Highway
9 improvement currently planned; (v) streetscape, utilities, storm water, landscaping, lighting,
sidewalks and other public improvements related to the items (i) through (iv); and (vi) other
public streets, streetscape, utilities, storm water, landscaping, lighting, sidewalks and related
public improvements, all as determined by the City.
"City Clerk" means the City Clerk of the City.
"City Code" means the Municipal Code of the City of Riverside, Missouri, as amended
from time to time.
"City Facility" means those governmental facilities of the City, to be determined by the
City in its sole discretion, which may, at the sole cost and expense of the City, be built upon the
City Facility Property.
"City Facility Criteria" mean the criteria set forth on Exhibit O that must be met in
determining the location of the City Facility Property.
"City Facility Property" means the two (2) acres tract of land, the exact location of
which (including means of ingress and egress) is to be determined by Developer provided such
location (including the means of ingress and egress) meets the City Facility Criteria.
"City Infrastructure Bonds" means the Industrial Development Authority of the City of
Riverside, Missouri Industrial Development Revenue Bonds (Riverside Horizons Infrastructure
Project - City of Riverside, Missouri) Series 2007 in the principal amount of $40,265,000 issued
to pay certain costs of Redevelopment Project III. The City Infrastructure Bonds are secured by
a pledge of TIF Revenues, junior only to the Levee Obligations.
"City Levee TIF Bonds" means, the City of Riverside, Missouri Tax Increment Revenue
Bonds (L -385 Levee Project), Series 1998, in the principal amount of $1,000,000; Tax Increment
Revenue Bonds (L -385 Levee Project), Series 1999, in the principal amount of $1,400,000; Tax
Increment Revenue Bonds (L -385 Levee. Project), Series 2002 in the principal amount of
$1,300,000; and Tax Increment Revenue Bonds (L -385 Levee Project), Series 2004 in the
principal amount of $16,300,000.
"City Levee TIF Obligations" means the City Levee TIF Bonds together with the City
Additional Levee Reimbursable Project Costs, payable from TIF Revenues.
"City Member" shall have the meaning given to such term in Section 3.18.
"CID" means a community improvement district under any name formed pursuant to the
CID Act encompassing the North Property and, if and when acquired by Developer, the South
Property, and any other property the owners of which agree to be included therein (if and to the
extent the Developer, in its sole discretion, seeks the inclusion of such other property), for the
purpose of constructing and financing the CID Projects, created by the City and maintained
pursuant to the CID Act and Sections 4.12, 4.13 and 4.14.
"CID Act" means the Missouri Community Improvement District Act, Sections 67.1401
— 67.1571, Revised Statutes of Missouri, as amended.
"CID Bonds" means revenue bonds, if any, authorized and issued by the CID in
accordance with the CID Act and this Agreement.
"CID Costs" means costs and expenses incurred in connection with the formation and
administration of the CID, the design and construction of the CID Projects or any of them and
the financing of the CID Projects or any of them.
"CID Projects" means CID Project 1, the City CID Project and CID Subsequent
Projects.
"CID Project 1 " means the design, engineering, acquisition, and construction of public
improvements associated with the development of Redevelopment Project III, including but not
limited to Redevelopment Project III- East/West Connectors, and other public streets, streetscape,
utilities, storm water, landscaping, lighting, sidewalks and related public improvements.
"CID Subsequent Projects" means any other community improvement district project or
service approved by the CID in accordance with the CID Act.
"CID Revenues" means CID Special Assessment Revenues and the CID Sales Tax
Revenues.
"CID Sales Tax" means the sales tax levied by the CID on sales within its boundaries,
pursuant to the CID Act.
"CID Sales Tax Revenues" means all revenues, pursuant to this Agreement and the CID
Act, from the imposition of the CID Sales Tax. CID Sales Tax Revenues shall not include (a)
any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, or
(b) any sum received by the CID which is the subject of a suit or other claim communicated to
the CID which suit or claim challenges the collection of such sum until such suit or claim is
withdrawn or resolved against the taxpayer.
"CID Special Assessment" means the special assessment levied by the CID on property
within its boundaries (other than property owned by the City) pursuant to the CID Act.
"CID Special Assessment Revenues" means all revenues, pursuant to this Agreement and
the CID Act, from the imposition of the CID Special Assessments. CID Special Assessment
Revenues shall not include (a) any amount paid under protest until the protest is withdrawn or
resolved against the taxpayer, or (b) any sum received by the CID which is the subject of a suit
or other claim communicated to the CID which suit or claim challenges the collection of such
sum until such suit or claim is withdrawn or resolved against the taxpayer.
"CID /TIF Bonds" shall have the meaning given to such term in Section 5.4.
"CID /TIF Costs " shall have the meaning given to such term in Section 5.4.
"CID /TIF Special Assessment" shall have the meaning given to such term in Section 5.4.
"CID Trustee" means the trustee or fiscal agent for any issue of CID Bonds.
"Closing" means the North Property Closing or the South Property Closing, as the
context indicates.
"Construction Plans" means plans, drawings, specifications and related documents, and
construction schedules for the construction of Redevelopment Project III — Horizons and the TIF
Reimbursable Work, as applicable, together with all supplements, amendments or corrections,
submitted by the Developer and approved by the City in accordance with this Agreement and
applicable law.
"Control" (including "controlling," "controlled by," and "under common control with ")
means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person (other than an individual), whether through the ownership
of voting securities, by contract or otherwise.
"Deposits" shall have the meaning given to such term in Section 3.17(a).
"Developer" means BK Properties, LLC, a limited liability company duly organized and
existing under the laws of the State of Missouri, or its permitted successors or assigns in interest.
"Developer Reimbursable Project Costs" means those Redevelopment Project Costs in
the Cost Categories described in Exhibit C , attached hereto and incorporated herein by
reference, incurred or expended directly for the design or construction of Redevelopment Project
III — East /West Connectors and in an amount not to exceed $10,000,000 plus interest pursuant to
Section 5.5 of this Agreement (and which otherwise qualify as Developer Reimbursable Project
Costs pursuant to Section 5.4), for which the Developer is eligible for reimbursement in
accordance with this Agreement provided such costs were incurred, pursuant to contracts (i)
competitively bid and awarded to the lowest and best bidder in the reasonable judgment of
Developer with such selected bidder being subject to the approval of the City which approval
shall not be unreasonably withheld, conditioned or delayed; and (ii) for which the City has
approved in writing the scope of work and the amount, including change orders.
"Economic Activity Taxes" or "EATS" shall have the meaning ascribed to such term in
Section 99.805(4) of the TIF Act and the Redevelopment Plan.
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"Environmental Laivs" means all statutes, laws, acts, ordinances, rules, regulations, orders,
decrees and rulings of any Federal, State and/or local governmental or quasi - governmental body,
agency, board, commission and/or court relating to the protection of health and/or the environment
or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release
and/or transportation of Hazardous Substances, including, without limitation, The Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as now or hereafter amended,
The Resource Conservation and Recovery Act of 1976, as now or hereafter amended, and the
Environmental Control Laws of the State of Missouri (principally set forth at Chapter 260 of the
Revised Statutes of Missouri), as now or hereafter amended, and all regulations respectively
promulgated thereunder.
"EscrorvAgent" shall have the meaning given to such term in Section 3.17(x).
"Escrow Fee" shall have the meaning given to such term in Section 3.12(x).
"Existing Environmental Reports" means the Environmental Assessment of 500 acres of
Redevelopment Land Riverside /Quindaro Missouri River Bend Riverside, Missouri 64150 dated
October 22, 2002 prepared by Kingston Environmental Services, Phase II Environmental
Investigation Report Riverside /Quindaro Bend Riverside, Missouri dated February 20, 2003
prepared by Kingston Environmental Services, and the State of Missouri Department of Natural
Resources GPS Locations of Oil Wells /Suspected Oil Wells Riverside Field, Inspection January 15,
2003, all of which have previously been provided to the Developer.
"Final North Escrow Payment" shall have the meaning given to such term in Section
3.5(a)(ii).
"Force Majeure" shall have the meaning given to such term in Section 8.6.
"Governmental Approvals" means all plat approvals, re- zoning or other zoning changes,
site plan approvals, conditional use permits, variances, building permits, or other subdivision,
zoning, or similar approvals required for the implementation of the Redevelopment Project I /III -
Horizons or Redevelopment Project III — East /West Connectors.
"Hazardous Substances" means any pollutants, contaminants or industrial, toxic or
hazardous chemicals, wastes, materials or substances which are defined, determined, classified or
identified as such in any Environmental Law or in any judicial or administrative interpretation of
any Environmental Law, including without limitation, petroleum, petroleum by- products, friable
asbestos, polychlorinated biphenyls and urea formaldehyde.
"Issuance Costs" means all costs reasonably incurred by the CID, the City and the
Authority„ or any of them, in furtherance of the issuance of CID Bonds or CAP Bonds, including
without limitation the fees and expenses of financial advisors and consultants, their respective
attorneys (including issuer's counsel and Bond Counsel), administrative fees and expenses
(including fees and costs of its planning consultants) of the City, the Authority and the CID,
underwriters' discounts and fees, the costs of printing any CID Bonds or CAP Bonds and any
official statements relating thereto, the costs of credit enhancement, if any, capitalized interest,
debt set-vice reserves and the fees of any rating agency rating any CID Bonds or CAP Bonds.
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"Letter of Credit" means the letter of credit which must be in an amount equal to the
Final North Escrow Payment, must be irrevocable and must provide that the Escrow Agent can,
with no notice, draw upon the Letter of Credit an amount equal to the Final North Escrow
Payment.
"Levee District" means the Riverside Quindaro Bend Levee District of Platte County,
Missouri.
"Levee District Bonds" means the Riverside Quindaro Bend Levee District of Platte
County, Missouri Levee District Improvement Refunding Revenue Bonds, Series 2006 in the
amount of $20,100,000 issued pursuant to a Bond Trust Indenture dated as of July 1, 2006,
between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay Levee
Project costs, which Levee District Bonds are secured by a pledge of TIF Revenues, junior only
to the City Levee TIF Obligations.
"Levee Obligations" means the City Levee TIF Obligations and the Levee District
Bonds.
"Nery State Revenues" mean those new state revenues as defined in Sections 99.845.4 -12
of the TIF Act, as limited by the Certificate of Approval, to the extent such revenues are
appropriated by the General Assembly and paid by the Missouri Department of Revenue to the
City for deposit into the NSR Account within the Special Allocation Fund in accordance with the
Redevelopment Plan.
"Nonrelated Members" shall have the meaning given to such term in Section 3.18.
"North Property" shall have the meaning given to such term in Section 3.1(a).
"North Property Closing" shall have the meaning given to such term in Section 3.13(x).
"North Property Closing Date" shall have the meaning given to such term in Section
3.13(a).
"North Property Commitment" shall have the meaning given to such term in Section
3.6(a) hereof.
"North Property Exception Documents" shall have the meaning given to such term in
Section 3.6(a) hereof,
"North Property Purchase Price" shall have the meaning given to such term in Section
3.2(a).
"North Property Survey" shall have the meaning given to such term in Section 3.6(b).
"NSR Account " means a separate segregated account within the Special Allocation Fund
into which New State Revenues will be deposited.
"Objections" shall have the meaning given to such term in Section 3.7.
L'�
"Objection Notice" shall have the meaning given to such term in Section 3.7.
"Owner's Policy" shall have the meaning given to such term in Section 3.6(a).
"Payments in Lieu of Taxes" or "PILOTS" shall have the meaning ascribed to such term
in Section 99.805(10) of the TIF Act and the Redevelopment Plan.
"Payor" shall have the meaning given to such term in Section 5.4.
"Permitted Exceptions" shall have the meaning given to such term in Section 3.7.
"Person" means an individual, a partnership, a corporation, an association, limited
liability company, a joint stock company, a trust, an estate, a joint venture, an unincorporated
organization, other business entity or a governmental authority.
"Priority Payments" means the payments to pay debt service on the Senior TIF
Obligations, with such payments being made from TIF Revenues derived from the
Redevelopment Project I Area and the Redevelopment Project Area 1/III.
"Property" means the North Property and the South Property and, at Developer's
election, other property acquired by the Developer or an Affiliate or Related Party hereafter in
the Redevelopment Project Area I /III to be developed as a part of the Horizons Business Park.
"Purchase Price" means the consideration paid by Developer or its Related Entity to the
City to acquire fee simple interest in the South Property and to the Authority to acquire fee
simple interest in the North Property as set forth in Section 3.2 of this Agreement.
"Redevelopment Area" means the Redevelopment Area described in the Redevelopment
Plan.
"Redevelopment Plan" means the plan titled "L -385 Levee Redevelopment Plan," as
amended, approved by the City pursuant to the Act and the Approving Ordinances.
"Redevelopment Project " means any redevelopment project approved pursuant to the Act
in furtherance of the objectives of the Redevelopment Plan.
"Redevelopment Project I" or "Levee Project" means the construction of the L -385
Levee Project and related infrastructure.
"Redevelopment Project I /III - Horizons" means the Redevelopment Project for
Redevelopment Project Area I /III, consisting of the acquisition of property and the construction
of a new retail /commercial /industrial development, as further set forth in this Agreement.
"Redevelopment Project 177" means the Redevelopment Project under the
Redevelopment Plan which includes Reimbursable Project Costs relating to (i) Horizons
Parkway, a four lane north -south access street from the I -635 Interchange to 9 Highway, with a
bridge over the railroad tracks, including stormwater, sanitary sewer, water main, landscaping,
gas and electric improvements and relocations, property acquisition and related improvements;
IM
(ii) 9 Highway Improvements, including reconstruction and improvements to 9 Highway,
intersection improvements at 9 Highway and Northwood, new intersection at 9 Highway and
Horizons Parkway and acceleration, deceleration and turn lanes, utility relocations, property
acquisitions and related improvements; (iii) East -West Connector Roads including sidewalk
improvements, stormwater, sanitary sewer, water main, landscaping, lighting, gas and electric
improvements and relocations, property acquisition and related improvements, (iv) sanitary
improvements (approximately 4,100 lineal feet of 20" sanitary force main and approximate 6,000
gallon per minute pump station and related improvements); (v) water utility improvements
(approximately 1,400 lineal feet of connector and related improvements); and (vi) wetlands
delineation and mitigation of approximately ten acres of wetlands.
"Redevelopment Project III— East /West Connectors" means a portion of Redevelopment
Project III for Redevelopment Project Area 1/III, consisting of the design and construction of
public streets providing east -west connections within the Redevelopment Project Area 1/III
including, to the extent constructed as a normal part of such street project and in the public right
of way, sidewalk improvements, stormwater, sanitary sewer, water main, landscaping, lighting,
gas and electric improvements and related improvements or with respect to swales, to the extent
constructed as a normal part of such street project and in the public right of way or in a drainage
easement in favor of the City.
"Redevelopment Project Area MIT" means that area within the Redevelopment Area
designated as Redevelopment Project Area I/III in the Redevelopment Plan.
"Redevelopment Project Costs" shall have the meaning ascribed to such term in Section
99.805(14) of the TIF Act.
"Redevelopment Proposal" means the document set forth in Exhibit J , titled "Horizons
Business Park Acquisition & Development Proposal," submitted by the Developer to the City but
expressly excluding the Letter of Intent contained in such document.
"Related Entity" means any party or entity related to the Developer by one of the
relationships described in Section 267(b), Section 707(b)(1)(A) or Section 707(b)(1)(B) of the
Internal Revenue Code of 1986, as amended.
"Relocation Plan" means the relocation plan of the City for the Redevelopment Area as
contained in the Redevelopment Plan.
"Review Period" shall have the meaning given to such term in Section 3.7.
"Sanitary Extension Project shall have the meaning given to such term in Section
3.16(d)(iv).
"Senior Bond Ordinances" means the ordinances and resolutions authorizing the Senior
TIF Obligations and, subject to the limitations contained in Section 3.16, any refunding bonds in
connection therewith.
"Senior Bonds Cooperation Agreements" means that certain Cooperation Agreement
relating to the Levee District Bonds, those certain Cooperation Agreements and
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Intergovernmental Agreements relating to the City Levee TIF Bonds and that certain
Cooperation Agreement relating to the City Infrastructure Bonds and any refunding bonds in
connection therewith.
"Senior TIF Obligations" means the City Infrastructure Bonds together with the City
Levee TIF Obligations and the Levee District Bonds and, subject to the limitations contained in
Section 3.16, any refunding bonds issued in connection therewith.
"South Properly" shall have the meaning given to such term in Section 3.1(b).
"South Property Closing" shall have the meaning given to such term in Section 3.13(b).
"South Property Closing Date" shall have the meaning given to such term in Section
3.13(b).
3.6(a).
"South Property Commitment" shall have the meaning given to such term in Section
"South Property Exception Documents" shall have the meaning given to such term in
Section 3.6(a).
"South Property Purchase Price" shall have the meaning given to such term in Section
3.2(b).
"South Property Survey" shall have the meaning given to such term in Section 3.2(b).
"Special Allocation Fund" means the L -385 Levee Redevelopment Plan Special
Allocation Fund, created by the City in accordance with the TIF Act, and held by the Trustee
pursuant to the Senior Bonds Cooperation Agreements, into which TIF Revenues are from time
to time deposited in accordance with the TIF Act, the Senior Bonds Cooperation Agreements,
and this Agreement.
"State" means the State of Missouri.
"TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act,
Sections 99.800 — 99.865, Revised Statutes of Missouri, as amended.
"TIF Commission" means the Tax Increment Financing Commission of the City of
Riverside, Missouri.
"TIF Development Schedule" shall have the meaning given to such term in Section 4.2
(c).
"TIF Reimbursable Work" means all work necessary to design and construct
Redevelopment Project III — East/West Connectors pursuant to the terms and conditions of this
Agreement.
12
"TIF Revenues" means: (1) Payments in Lieu of Taxes; (2) Economic Activity Taxes, to
the extent appropriated; and (3) New State Revenues, to the extent appropriated and paid over to
the City.
"Title Binder" shall have the meaning given to such term in Section 3.6(a).
"Title Company" shall have the meaning given to such term in Section 3.5(a)(i).
"Trustee" means the trustee or fiscal agent for the Senior TIF Obligations, currently
UMB Bank, N.A.
3.16.
"Utility Completion Certificate" shall have the meaning given to such term in Section
1.2 Recitals Incorporated Herein, The Recitals set forth above in this Agreement
are incorporated into and made a part of this Agreement as if fully set forth in this Section 1.2.
1.3 Exhibits Incorporated. The Exhibits to this Agreement are incorporated into
and made a part of this Agreement as if fully set forth in this Section 1.3.
ARTICLE II.
DEVELOPER DESIGNATION
2.1 Developer Designation. The City hereby selects the Developer to implement
Redevelopment Project I /II1 — Horizons and to perform or cause the performance of the TIF
Reimbursable Work (but no other portion of Redevelopment Project III), in accordance with the
Redevelopment Plan, this Agreement and all Governmental Approvals. To the extent of any
inconsistency among the foregoing, the parties agree that the more restrictive document shall
govern so long as' such more restrictive document does not constitute a change to the
Redevelopment Plan or any Redevelopment Project as would, in the opinion of the City Attorney
or special counsel retained by the City, require further hearing pursuant to the TIF Act.
2.2 Developer to Pay Costs. The Developer agrees to pay, or cause to be paid, all
Redevelopment Project Costs as necessary to acquire the North Property and the South Property
and to complete the TIF Reimbursable Work (but no other portion of Redevelopment Project
III), and Redevelopment Project V1II — Horizons, all subject to the Developer's right to abandon
Redevelopment Project I /III — Horizons and to terminate this Agreement as set forth in this
Agreement.
ARTICLE III.
PURCHASE AND SALE OF PROPERTY
3.1 Purchase of Property.
(a) The City and the Authority, upon direction of the City, agree to sell, and
Developer agrees to purchase, all right, title and interest in and to certain real property
legally described on Exhibit A , together with all and singular the tenements,
13
hereditaments, and appurtenances thereto belonging (the "North Property ") pursuant to
the terms and conditions of this Agreement.
(b) The City agrees to sell, and Developer agrees to purchase, all right, title
and interest in and to certain real property legally described on Exhibit B , together with
all and singular the tenements, hereditaments, and appurtenances thereto belonging (the
"South Property ") pursuant to the terms and conditions of this Agreement.
3.2 Purchase Price. The purchase price for the Property ( "Purchase Price ") is as
follows:
(a) $0.9223 per square foot for the North Property, the exact square footage of
which is to be determined by the North Property Survey to be obtained by the Developer
and approved by the City, net of (i) the existing right of way for Van de Populier, and (ii)
the right of way for the proposed Horizons Parkway and the swales being constructed as
a part of Horizons Parkway within such right of way, areas for storm water management
being constructed as part of Horizons Parkway within such right of way (the City and the
Developer understanding that all swales and storm water management being constructed
as a part of Horizons Parkway are located within the right -of -way for Horizons Parkway),
the Levee District detention pond and the land upon which the lift station is to be
constructed, to the extent included in the legal descriptions set forth on Exhibit
attached hereto and incorporated herein, ( "North Property Purchase Price ").
(b) $5,062,187.75 for the South Property ( "South Property Purchase Price ")
without adjustment for actual size. The exact size, legal description and location of the
South Property will be determined net of the Argosy Sign Property (if the Argosy Sign is
to be erected on the South Property as provided in Section 3.4) and the right -of -way for
the portion of Argosy Casino Parkway to be constructed through the South Property, all
to be determined by the South Property Survey to be obtained by the Developer and
approved by the City once the right -of -way for Argosy Casino Parkway and the location
of the Argosy Sign (if the Argosy Sign is to be erected on the South Property as provided
in Section 3.4) have been determined (the "South Property Survey "), The parties
understand and agree that some portion of the South Property (which could be one -half or
more or none of the South Property) may in the sole judgment of the Developer not be
usable for commercial development and the City and the Developer may agree to a
recreational use of such property at a later date.
3.3 Conveyance of Portion of North Property for City Facility. Within four years
after the North Property Closing Date, the Developer, upon request of the City, shall sell to the
City the portion of the North Property to be used for the City Facility, which property shall
consist of two acres and meet all of the City Facility Criteria set forth on Exhibit O . The
purchase price for this property shall be $0.9223 per square foot net of all rights -of -ways. The
Developer shall select the proposed location of the City Facility Property, which shall be within
the North Property and provide a legal description thereof to the City prior to the last day of the
twenty -first (21 full calendar month after the North Property Closing Date. If the City believes
that the location of the City Facility Property as selected by the Developer does not meet the City
Facility Criteria, then the City shall notify the Developer of that belief in writing within forty-
14
five (45) days after the date the Developer provides the legal description thereof to the City,
specifying the basis for such belief, and in the event the City fails to provide such notification
within such forty -five (45) day period, then the City shall thereafter have no right to object to the
location of the City Facility Property. In the event that the City timely notifies the Developer in
writing that the City believes that the location of the City Facility Property as selected by the
Developer does not meet the City Facility Criteria, specifying the basis for such belief, then in
such event, the Developer and the City shall meet and confer to attempt to agree on a location for
the City Facility Property. If the City and the Developer are unable to agree as to whether such
property satisfies the City Facility Criteria, the City may file suit in the Circuit Court of Platte
County, Missouri. If the City prevails and there is a portion of the remaining undeveloped
Property that meets the City Facility Criteria, Developer shall provide such property to the City.
If no portion of the undeveloped Property meets the City Facility Criteria, the City shall be
entitled to all damages and remedies available at law or in equity. The City Facility Property
shall be conveyed to the City free and clear of all liens and encumbrances other than the
Permitted Exceptions.
3.4 Argosy Sign on South Property.
With respect to the location of the Argosy Sign on the South Property, the City and the
Developer agree that if the Developer, or an Affiliate or Related Entity acquires the Adjacent
Argosy Sign Property prior to the South Property Closing Date and Argosy agrees, in writing,
that the location of the Argosy Sign on the Adjacent Argosy Sign Property is acceptable to
Argosy, then (i) contemporaneous with the South Property Closing, the Developer shall convey,
or cause to be conveyed, the Adjacent Argosy Sign Property to the City or at the City's direction,
to Argosy, for no additional consideration, and (ii) the Argosy Sign will be constructed on the
Adjacent Argosy Sign Property in lieu of the South Property.
3.5 Payment of Purchase Price.
(a) The North Property Purchase Price shall be due and payable as follows:
(i) Two Hundred Fifty Thousand and 00 /100 Dollars ($250,000.00)
shall be paid by Developer simultaneously with the execution of this Agreement,
as an Earnest Money Deposit, which Earnest Money Deposit shall be placed with
Assured Quality Title Company, at its Kansas City, Missouri office (the "Title
Company "), and shall be held by the Title Company in accordance with the terms
and provisions of this Agreement, including without limitation, Section 3.17
hereof.
(ii) At the North Property Closing, Developer shall pay to the
Authority $12,500,000 of the Purchase Price for the North Property (taking into
account application of the Earnest Money Deposit and interest earned thereon),
and shall deposit the remainder of the North Property Purchase Price ( "Final
North Escrow Payment "), either in cash or a Letter of Credit issued by a bank
reasonably satisfactory to the City, with the Title Company as Escrow Agent
pursuant to Section 3.17 of this Agreement. If Developer deposits a Letter of
Credit, then the Developer shall have the right, as provided in Section 3.17(c), to
15
deposit with the Escrow Agent cash in the amount of the Final North Escrow
Payment in substitution for the Letter of Credit, in which event the Escrow Agent
shall have no right to draw upon the Letter of Credit and the Escrow Agent shall
release the Letter of Credit to the Developer.
(iii) The Final North Escrow Payment will be due and payable, in cash,
to the Authority on.the -tenth (10th) Business Day after the Utility Completion
Certificate is provided to the Developer pursuant to Section 8.7.
(b) The South Property Purchase Price shall be due and payable, in cash, at
the South Property Closing.
3.6 Title and Survey.
(a) The City shall, at the City's sole cost and expense, within twenty (20) days
from the date hereof, deliver to Developer a current commitment for an Owner's Policy
of Title Insurance relating to the North Property ( "North Property Commitment ") and
legible copies of all documents listed in the North Property Commitment as exceptions
( "North Property Exception Documents "), The City shall, at the City's sole cost and
expense, within twenty (20) days after the date that the legal descriptions for the right -of-
way for the Argosy Casino Parkway and the Argosy Sign Property on the South Property
are available, deliver to Developer a current commitment for an Owner's Policy of Title
Insurance relating to the South Property ("South Property Commitment ") and legible
copies of all documents listed in the South Property Commitment as exceptions ( "South
Property Exception Documents"), The North Property Commitment or the South
Property Commitment (as applicable, the "Title Binder ") shall (a) describe the North
Property or the South Property, as applicable, (b) name Developer or its assigns as the
party to be insured thereunder, and (c) commit to insure marketable, fee simple title to the
North Property or the South Property, as applicable, upon recording of the applicable
Special Warranty Deed on the then - current ALTA Form B policy form and in the amount
of the North Property Purchase Price or the South Property Purchase Price, as applicable
(the "Owner's Policy "). Developer may require that at the applicable Closing, the
Owner's Policy include the following endorsements: an endorsement insuring access
from the portion of the North Property or the South Property as applicable which has
access to a dedicated public street that such portion of the property does have access to a
dedicated street, a survey endorsement, a legal description endorsement, an independent
tax parcel endorsement, a comprehensive endorsement, a zoning endorsement and such
other endorsements as are reasonably required by Developer after Developer's review of
the Title Binder and Survey.
(b) Within thirty (30) days after the receipt by Developer of the last to be
received of the North Property Commitment and all exception documents, at the
Developer's sole cost and expense, the Developer shall obtain and deliver to the City a
survey of the North Property (including any improvements), dated either within thirty
(30) days prior to the date of this Agreement or after the date of this Agreement and
' Developer understands that Mattox and Van de Populier are not dedicated public streets.
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prepared by a land surveyor licensed by the State (the "North Property Survey "). If
Developer desires a survey that excludes the City Facility Property, Developer shall, at
Developer's sole cost and expense, acquire such additional survey. Within twenty (20)
days after the receipt by Developer of the last to be received of the South Property
Commitment and all exception documents, the Developer, at its sole cost and expense,
shall obtain and deliver to the City the South Property Survey, Each Survey shall include
Items 1, 2, 3, 4, 8, 10 and 11(b) of Table A, Optional Survey Responsibilities and
Specifications ACSM/ALTA Standards — 1999 as shown on the attached Exhibit S .
Each Survey shall be certified to the City, Developer, Developer's lender (if identified at
such time), and Title Company as having been prepared substantially in accordance with
the current minimum standard detail requirements for an Urban Land Title Survey jointly
adopted by the American Land Title Association and the American Congress of
Surveying and Mapping, including Items 1, 2, 3, 4, 8, 10 and 11(b) of Table A, Optional
Survey Responsibilities and Specifications ACSM/ALTA Standards — 1999.
3.7 Review of Title and Survey. Developer shall have until ten (10) Business Days
after receipt of all of the Title Binder, the Exception Documents and Survey with respect to the
North Property or the South Property, as applicable (the "Review Period "), in which to notify the
City in writing (the "Objection Notice ") of any objections Developer has to any matters shown
or referred to in the Title Binder, or the Survey (other than the matters set forth on Exhibit G
(the "Objections "). In addition to the matters on Exhibit G , any title encumbrances or
exceptions that are set forth in the Title Binder or the Survey and to which Developer does not
object in the Objection Notice together with all taxes and special assessments not yet due and
payable shall be deemed to be permitted exceptions to the status of title to the North Property or
the South Property, as applicable (the "Permitted Exceptions "). With regard to each of the
Objections, the City shall, within fifteen (15) days after the date of the Objection Notice (a) cure
such objection to Developer's satisfaction and provide evidence of such cure to Developer, or (b)
provide Developer a written undertaking to cure such objection on or before the applicable
Closing Date in a specified manner satisfactory to Developer, or (c) notify Developer that the
City will not undertake to cure such objection. With respect to (a) and (b) in the forgoing
sentence, an Objection shall be considered as cured if the City secures the agreement of the Title
Company to issue the Owner's Policy of Title Insurance to Developer as herein provided without
making exception for the same. If, within thirty (30) days after the date of the Objection Notice,
the City has not cured the Objections to Developer's satisfaction and provided evidence of such
cure to Developer or has not provided Developer with a written undertaking to cure such
objections on or before the applicable Closing Date in a specified manner satisfactory to
Developer, Developer may by notice to the City at any time thereafter, at Developer's option (a)
waive the Objections not cured and not so undertaken by the City to be cured and proceed to
Closing (at which point such Objections shall be deemed to be Permitted Exceptions), or (b)
either (i) in the case of the North Property, terminate this Agreement and, receive a full refund of
the Earnest Money Deposit, or (ii) in the case of the South Property, declare that it is excused
from Closing with respect to the South Property.
3.8 Wetlands Delineation and Mitigation. The City has obtained a delineation of
wetlands on the North Property. The City shall mitigate the wetlands on the North Property
delineated by the City to the extent required under law to be mitigated. Such delineation and
mitigation costs are City Reimbursable Project Costs under the Redevelopment Plan and will be
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paid from either City Infrastructure Bond proceeds or the City's 50% of Available Junior TIF
Revenues. The City shall work with the Developer with respect to the timing of such mitigation
so as to coincide with the development of the area necessitating the mitigation. Such
replacement mitigation will take place on property other than the North Property or the South
Property.
3.9 Conditions Precedent to Developer's Obligation to Close on the North
Property.
(a) Developer's obligation to consummate the purchase of the North Property
is conditioned upon satisfaction of each of the following conditions at or prior to the
North Property Closing Date (or such earlier date as is specified with respect to a
particular condition):
(i) Representations and Warranties None of the representations and
warranties of the City or the Authority set forth in Sections 6.1 and 6.2 shall be
untrue or incorrect in any material respect.
(ii) No Default The City and the Authority shall have observed,
performed and complied with all of its or their covenants, agreements, promises
and obligations hereunder.
(iii) Objections to Title The City shall have completed the cure of all
Objections to title with respect to the North Property that it shall have undertaken
to cure pursuant to Section 3.7.
(iv) Update of Title Binder The Title Binder shall have been updated
to the North Property Closing Date and as so updated shall disclose marketable,
fee simple title to the North Property in the Authority, free and clear of all liens
and encumbrances except the Permitted Exceptions, and the Deed of Trust and
Security Agreement granted by the Authority in connection with the City
Infrastructure Bonds, which Deed of Trust and Security Agreement shall be
released at the applicable Closing, and the Title Company shall be prepared to
issue the Owner's Policy to Developer in the form (and with the endorsements)
required by the provisions of Section 3.6 effective immediately upon recording of
the Special Warranty Deed.
(v) Exclusive Possession Except for the Permitted Exceptions, there
shall be no parties in possession of or with a right to use, occupy or possess all or
any portion of the North Property.
(vi) Traffic Signals The City shall have appropriated funds in the City
budget for appropriate traffic signals at the two defined intersections on Horizons
Parkway to serve the North Property.
(vii) Public Infrastructure (City and State) The City shall have
provided to Developer reasonable evidence, as set forth on Exhibit H , as to
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funding availability and the time table for the future completion of the following
public infrastructure to serve the Property at no cost to Developer:
• Horizons Parkway, Phase 2, from Horizons Parkway, Phase 1, to
Highway 9, including related storm drainage as shown on
Exhibit K and a bridge over the railroad tracks, which may include
upgraded railing, in the City's sole discretion.;
• Highway 9 — widening and turn lane improvements as shown on
Exhibit K
(viii) Additional Sleeves The City agrees, at its expense, to install
sleeves for gas, electric service and sewer service underneath Horizons Parkway
in the locations shown on Exhibit T .
(ix) Davidson Tract The City is in the process of condemning fee
ownership in a one acre tract identified as Levee District Tract 80. The City shall
have obtained an order from the Circuit Court of Platte County, Missouri that the
land is condemned for the use of the City, and Developer shall be reasonably
satisfied that the City will acquire fee simple ownership of such property.
(x) No Litigation Excepting matters relating directly or indirectly to
the Levee Project, there shall be no action, suit or other proceeding pending that
challenges or would materially interfere with the parties' ability to carry out their
respective obligations hereunder or that challenges or would materially interfere
with the Developer's ability to develop the North Property for its intended use,
and no action, suit or other proceeding shall be pending or threatened before any
court or governmental agency which represents a risk of imposition of any
liability on Developer, whether for damages, rescission, injunctive relief,
contempt or otherwise, if the purchase of the North Property is closed.
(xi) No Moratoria Excepting matters relating directly or indirectly to
the Levee Project, no moratoria on construction or development (or any pre -
construction activities) shall be in effect or threatened with respect to the North
Property by the City or any other governmental body.
(xii) Development Standards The Developer will develop the Property
pursuant to the Development Standards set forth on Exhibit U. The City will, to
the extent allowed by law, cooperate with the Developer on zoning ordinances
applicable to the Horizons development so as to insure the quality, integrity and
uniformity of the entire Horizon's Industrial Park development, it being
understood that substantial amendments will not be requested to be made in
satisfaction of this condition.
(xiii) Easements for Pump Station The City shall have identified the
exact locations of the easements needed for water service and electric service to
the Pump Station, and such locations shall have been approved by the Developer.
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(b) In the event that all of the conditions set forth in Section 3.9(a) are not
satisfied or waived by Developer at or prior to the North Property Closing Date (or such
earlier date as is specified with respect to a particular condition), Developer may
terminate this Agreement by notice to the City, and in such event the Earnest Money
Deposit shall be immediately returned to Developer, and the parties hereto shall have no
further rights or obligations to each other hereunder, except any item that is specifically
stated to survive the termination of this Agreement, and except that such termination shall
not affect Developer's rights and remedies in the event the failure of a condition was
attributable to a breach of the City's obligations under Section 3.13(c).
3.10 Conditions Precedent to Developer's Obligation to Close on the South
Property.
(a) Developer's obligation to consummate the purchase of the South Property
is conditioned upon satisfaction of each of the following conditions at or prior to the
South Property Closing Date (or such earlier date as is specified with respect to a
particular condition):
(i) Representations and Warranties None of the representations and
warranties of the City or the Authority set forth in Sections 6.1 and 6.2 shall be
untrue or incorrect in any material respect.
(ii) No Default The City and the Authority shall have observed,
performed and complied with all of its or their covenants, agreements, promises
and obligations hereunder.
(iii) Objections to Title The City shall have completed the cure of all
Objections to title with respect to the South Property that it shall have undertaken
to cure pursuant to Section 3.7.
(iv) Update of Title Binder The Title Binder shall have been updated
to the South Property Closing Date and as so updated shall disclose marketable,
fee simple title to the South Property in the City, free and clear of all liens and
encumbrances except the Permitted Exceptions, and the Title Company shall be
prepared to issue the Owner's Policy to Developer in the form (and with the
endorsements) required by the provisions of Section 3.6 effective immediately
upon recording of the Special Warranty Deed.
(v) Exclusive Possession Except for the Permitted Exceptions, there
shall be no parties in possession of or with a right to use, occupy or possess all or
any portion of the South Property.
(vi) Argosy Casino Parkway Developer shall have received a
Certificate of the City Engineer certifying that Argosy Casino Parkway is open for
vehicular traffic.
(vii) Rezonine The City shall have adopted a Planned Development
District for the South Property providing for the development of a
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commercial /industrial development, pursuant to the development standards
attached as Exhibit R .
(viii) No Liti ag tion Excepting matters relating directly or indirectly to
the Levee Project, there shall be no action, suit or other proceeding pending that
challenges or would materially interfere with the parties' ability to cant' out their
respective obligations hereunder of that challenges or would materially interfere
with the Developer's ability to develop the South Property for its intended use,
and no action, suit or other proceeding shall be pending or threatened before any
court or governmental agency which represents a risk of imposition of any
liability on Developer, whether for damages, rescission, injunctive relief,
contempt or otherwise, if the purchase of the South Property is closed.
(ix) No Moratoria Excepting matters relating directly or indirectly to
the Levee Project, no moratoria on construction or development (or any pre -
construction activities) shall be in effect or threatened with respect to the South
Property by the City or any other governmental body.
(b) In the event that all of the conditions set forth in Section 3.10(a) are not
satisfied or waived by Developer at or prior to the South Property Closing Date (or such
earlier date as is specified with respect to a particular condition), Developer may declare
that it is excused from consummating the Closing with respect to the South Property,
without, however, affecting Developer's rights and remedies in the event the failure of a
condition was attributable to a breach of the City's obligations under Section 3.13(c).
3.11 Levee District Assessments/Prorations at Closing.
(a) Developer acknowledges that the Property is subject to annual special
assessments and taxes by the Levee District. The amount of taxes and assessments
attributable to each tract of land is determined based upon the benefits assessed against
such tract on the records of the Levee District. One hundred percent (100 %) of the
benefits associated with the Property shall remain with the net Property, after excluding
all rights -of -ways, transferred to Developer. Developer acknowledges and agrees that all
such special assessments and taxes shall be imposed against the fee acquired by
Developer and no portion of any special assessment or tax shall be levied against any
right -of -way or easement obtained or reserved, now or in the future, by the City or the
Authority. This Section shall survive Closing and termination of this Agreement.
(b) The City shall be responsible for all real estate taxes and special
assessments due and payable for years prior to the year in which applicable Closing
occurs and for the then current year to the extent then billed, provided, however, that
taxes and assessments for the tax period in which a Closing occurs shall be prorated, with
the City or the Authority, as applicable, being responsible for the period through the day
preceding Closing, and the Developer responsible for the period commencing on the date
of Closing. If not yet billed, Developer shall be responsible for all taxes and special
assessments due and owing for the year in which a Closing occurs, subject to proration as
provided above at Closing. In the event taxes and assessments for the tax period in which
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a Closing occurs are not available at the applicable Closing Date, then they will be
presumed to be the same as those for the last preceding tax period for which the amount
of taxes and assessments is known; provided, at such time as the actual taxes and
assessments become known after such Closing Date, the parties shall reprorate such
amounts and remit payment as is appropriate.
3.12 Closing Costs.
(a) At the applicable Closing the City shall pay (i) the cost of the Title Binder
and Owner's Policy, including incidental charges and charges for all endorsements and
waivers of printed exceptions or shortages of area, except that the City's obligation shall
be limited by (x) the applicable filed rate, and (y) the Title Company's normal and usual
charge for such insurance if there is no filed rate; (ii) all transfer taxes; (iii) the cost of
recording all documents necessary to release the North Property or the South Property, as
applicable, from the lien and effect of all existing mortgages and liens (other than special
assessments for the then current year and thereafter); (iv) the Title Company's fee for
acting as escrow agent in connection with this transaction ( "Escrow Fee "); (v) the cost of
all other certificates, instruments, documents and opinions which the City or the
Authority is required to deliver or cause to be delivered; (vi) all other closing costs not
otherwise specified herein that are normally, usually and customarily paid by a seller of
real estate in the Kansas City, Missouri metropolitan area; and (vii) without limitation,
the cost of performance by the City and the Authority of their respective obligations
hereunder, except as otherwise specified herein.
(b) At the applicable Closing, the Developer shall pay (i) the cost of recording
of the Special Warranty Deed; (ii) the cost of all other certificates, instruments,
documents and opinions which Developer is required to deliver or cause to be delivered;
(iv) all other closing costs not otherwise specified herein that are normally, usually and
customarily paid by a purchaser of real estate in the Kansas City, Missouri metropolitan
area; and (iv) without limitation, the cost of performance by Developer of its obligations
hereunder.
3.13 Time of Closing.
(a) Closing for the North Property ( "North Property Closing ") shall occur on
a date mutually selected by the City and the Developer but no later than August 1, 2008
( "North Property Closing Date "),
(b) Closing on the South Property ( "South Property Closing ") will occur on a
date mutually selected by the City and Developer but no later than the thirtieth (30) day
after the later of the date the Certificate of City Engineer certifying that Argosy Casino
Parkway is open for vehicular traffic is provided to Developer in accordance with
Section 8.7 or the date the Utility Completion Certificate is provided to Developer in
accordance with Section 8.7 ( "South Property Closing Date ").
(c) The City, the Authority and the Developer will act in good faith and in an
expeditious manner in order to bring about the satisfaction of those of the conditions to
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Closing that require action, to the extent permitted by law. The City, the Authority and
Developer shall have the right, at their respective discretion, to waive any requirements to
Closing herein for their respective benefit. The satisfaction of the conditions set forth in
Sections 3.9(a)(i), 3.9(a)(iii), 3.9(a)(iv), 39(a)(v), 3.9(a)(vi), 3.9(a)(vii), 3.9(a)(viii),
3.9(a)(ix), 3.10(a)(i), 3.10(a)(iii), 3.10(a)(iv), 3.10(a)(v) and 3.10(a)(vi) shall be pursued
by the City and /or the Authority.
3.14 Closing. With respect to the North Property Closing and the South Property
Closing, the sale of the North Property or the South Property, as applicable, contemplated hereby
shall be closed on the North Property Closing Date or the South Property Closing Date, as
applicable, at 10:00 a.m. at the offices of the Title Company, in accordance with the instructions
to the Title Company set forth herein or otherwise supplied it by either the City, the Authority, or
the Developer to the extent not inconsistent with this Agreement. At the Closing:
(a) the City and the Authority shall:
(i) deposit with the Title Company a duly executed and acknowledged
Special Warranty Deed conveying to Developer fee simple title to the North
Property or the South Property, as applicable, free and clear of any exceptions
other than the Permitted Exceptions;
(ii) execute, acknowledge and deliver a written certification
confirming that all of the City's and the Authority's representations and
warranties set forth in Sections 6.1 and 6.2 are true and correct in all material
respects as of the Closing Date;
(iii) execute, acknowledge and deliver such certified resolutions and
ordinances, as shall be reasonably required by the Title Company, authorizing the
sale of the North Property or the South Property, as the case may be, pursuant to
the terms and conditions hereof, and execution of all additional and further
documents required or reasonably necessary to be executed pursuant to the
provisions of this Agreement.
(b) the Developer shall:
(i) deliver, or cause to be delivered, to the Title Company, for
disbursement to the City or the Authority, as the case may be, upon
consummation of Closing, certified funds in an amount sufficient to pay the
balance of the applicable Purchase Price due at such Closing, and in the case of
the North Property Closing, deposit with the Escrow Agent the Final North
Escrow Payment, in cash or by deposit of the Letter of Credit;
(ii) execute, acknowledge and deliver a written certification
confirming that all of the Developer's representations and warranties set forth in
Section 6.3 are true and correct in all material respects as of the Closing Date;
(iii) execute, acknowledge and deliver any other documents or
instruments required to be executed pursuant to the provisions of this Agreement,
23
or otherwise reasonably necessary to be executed or delivered for consummation
of the transaction contemplated hereby.
(c) The Title Company shall, upon delivery of all of the aforementioned
documents and funds, and subject to such further instructions as may be given it by either
the City, the Authority, or Developer, to the extent not inconsistent with this Agreement,
(i) cause the Special Warranty Deed to be recorded; and (ii) issue the Owner's Policy in
the full amount of the North Property Purchase Price or the South Property Purchase
Price, as applicable.
3.15 Brokers.
(a) The City shall pay any brokerage fees due to Waterford Property
Company, LLC, on the proposed sale and purchase of the North Property and the South
Property to Developer. The City warrants and represents that the only broker it has
engaged is Waterford Property Company, LLC, and it knows of no other person or entity
due a commission with respect to the sale of the North Property or the South Property.
The City agrees to hold Developer harmless against all claims of brokers or agents
employed by the City for any commissions related to this transaction.
(b) Developer shall be solely responsible for any commissions due to Block
and Company, Inc., Realtors. The Developer warrants and represents that the only broker
it has engaged is Block and Company, Inc., and it knows of no other person or entity due
a commission with respect to the sale of the North Property or the South Property.
Developer agrees to hold the City harmless against all claims of brokers or agents
employed by Developer for any commissions related to this transaction.
3.16 Covenants of the City.
(a) The City agrees that from the date of this Agreement and thereafter for so
long as there remain unpaid any Developer Reimbursable Project Costs, the City shall not
(i) refund or refinance, or participate in the refunding or refinancing of, the Senior TIF
Obligations, or any of them, in any manner that would increase the annual amount of the
Priority Payments from that amount in effect as of the date of this Agreement, (ii) issue,
or participate in the issuance of, any bonds, notes, loans or other "obligations" within the
meaning of the TIF Act that are secured by, or repayable from, TIP Revenue generated
within the Redevelopment Area under the Redevelopment Plan (other than refunding
bonds complying with (i) above) with a priority senior to the Developer Reimbursable
Project Costs, nor (iii) exercise, permit or authorize any optional redemptions with
respect to the Senior TIF Obligations, or any of them.
(b) The City agrees that from the date of this Agreement until the South
Property Closing Date or the expiration or termination of this Agreement, the City shall
not, as a property owner, impose, authorize, consent to or participate in the imposition or
authorization of, any special assessment against the South Property or any portion thereof
not first assessed prior to the date of this Agreement, nor the creation of any political
subdivision, special benefit district or other entity with the power to impose a tax, toll or
24
assessment on, against or with respect to activities upon, the South Property or any
portion thereof except for the CID, the CID Sales Tax and the CID Special Assessment
and the Levee District and any tax or assessment imposed by the Levee District.
(c) The City will, at no cost or expense to the City, use reasonable efforts to
assist the Developer in obtaining the agreement of the Kansas City Area Transportation
Authority to modify applicable public bus routes so as to provide service within the North
Property as reasonably acceptable to the Developer.
(d) Utilities
(i) Water. The City will pay the cost to extend a 16" water main with
fire hydrants, south along the west side of Horizons Parkway from a connection
with a new 24" or 20" water main to be constructed by Missouri American Water
Company to a point north of the I -635 and Horizons Parkway Interchange in order
for water service to be available from this line within nine months from the date
of this Agreement ( "North Water Project'). The City will pay the cost to extend a
12" water main with fire hydrants from the 16" line, south under I -635 then east
along Argosy Casino Parkway in order for service to be available from this line
prior to development of this part of the Property ( "South Water Project'). The
South Water Project will be performed in connection with the construction of
Argosy Casino Parkway. Any refunds or rebates for these main extensions shall
be paid to the City in accordance with the applicable filed tariff of Missouri
American Water Company. The Developer shall be responsible for the cost of all
additional main extensions and service lines to provide water and fire flow to the
Property and shall be entitled to any refunds associated therewith pursuant to its
agreement with Missouri American Water Company.
(ii) Gas. The City will pay the cost to extend an 8" gas main south
along the west side of Horizons Parkway from a connection with the existing
Missouri Gas Energy 8" main to a point immediately north of the I -635 and
Horizons Parkway Interchange in order for gas service to be available from this
line within nine months from the date of this Agreement ( "North Gas Project').
The City will pay the cost to further extend a 4" gas main south under I -635, and
east along Argosy Casino Parkway in order for service to be available from this
main prior to development of this pant of the Property ( "South Gas Property ").
The South Gas Project will be performed in connection with the construction of
Argosy Casino Parkway. The City shall be entitled to any refunds of costs or
deposits for construction of these main extensions pursuant to its contract with
Missouri Gas Energy. The Developer shall be responsible for the cost of all
additional main extensions and service lines to provide gas to the Property and
shall be entitled to any refunds associated therewith pursuant to its agreement
with Missouri Gas Energy.
(iii) Electric. The City will construct 4 way duct line from the existing
KCP &L substation east of the Property to the west side of Horizons Parkway and
an underground conduit from existing overhead power lines south of I -635 to the .
25
4 way duct line ( "North Electric Project "). The Developer shall be responsible for
the cost of all line extensions, service connections and related equipment, and any
additional duct and conduit capacity requested by Developer.
(iv) Sanitary Extension. The City has completed final plans for
construction of a lift station and force main. Construction is anticipated to be
complete by December, 2008. The gravity sewer line from Horizons Parkway to
the lift station will be constructed at City cost along the route set forth on Exhibit
I ( "Sanitary Extension Project ").
(v) The North Electric Project and the Sanitary Extension Project will
be within right -of -way for road(s) being built by the Developer or in easement(s)
provided by Developer at no cost to the City. Developer will promptly perform
the road work necessary to allow reasonably sufficient time for the City to
construct the Sanitary Extension Project and the North Electric Project within
nine months fi•om the date of this Agreement. The City will require in its
contract(s) for these two projects that the contractor coordinate with Developer's
contractor.
(vi) Upon completion of the North Water Project, the North Gas
Project, the North Electric Project and the Sanitary Extension Project, the City
shall provide to the Developer and the Escrow Agent a certificate from the City
Engineer certifying that the Sanitary Extension Project, the North Gas Project and
the North Water Project are complete and functional and the North Electric
Project is complete (the "Utility Completion Certificate "). The form of the Utility
Completion Certificate is attached as Exhibit R.
(vii) All costs of the City relating to the utilities described in this
Section shall be paid from proceeds of the City Infrastructure Bonds and /or be a
City Reimbursable Project Cost but shall not be Senior TIF Obligations.
(viii) Neither the City nor the Authority will be obligated to or
responsible for providing, extending, or upgrading capacity in any utilities
whatsoever, except and only to the extent as expressly provided in Section
3.16(d). Developer is solely responsible for all other utility work, which work
may be included as a part of the CID Project in accordance with the CID Act.
(ix) The City will consult with the Developer if the City plans to make
any substantial changes to the utilities set forth in this Section.
3.17 Escrow.
(a) The Earnest Money Deposit paid pursuant to Section 3.5(a)(i), and the
Final North Escrow Payment paid pursuant to Section 3.5(a)(ii) (collectively the
"Deposits ") to the Title Company as escrow agent ( "Escrow Agent ") shall be held in an
interest bearing account by the Title Company as Escrow Agent pursuant to the terms and
I
conditions hereinafter set out. All interest accruing on the Earnest Money Deposit shall
be considered as earned by the Developer if the sale is closed, All interest accruing on
the Final North Payment Escrow shall be considered earned by the City.
(b) The Earnest Money Deposit shall be held by the Title Company in
accordance with the following terms:
(i) If the Closing on the North Property occurs, then the Earnest
Money Deposit and all interest earned thereon shall be applied to the payment of
the North Property Purchase Price.
(ii) If the Developer terminates this Agreement prior to the
consummation of the North Property Closing pursuant to a right to do so granted
in this Agreement, then the Title Company shall forthwith pay over to the
Developer the Earnest Money Deposit and all interest earned thereon,
(iii) If the City and the Authority, as applicable, comply with all the
terms and conditions of this Agreement, and all the conditions to Developer's
obligations to close are fulfilled or waived hereunder, and Developer refuses or
fails to close as required herein, then upon notification in writing by the City to
the Title Company and the Developer, the Title Company shall forthwith pay over
to the Authority the Earnest Money Deposit and all interest earned thereon, as
liquidated damages to the City and the Authority, actual damages being difficult
to ascertain, and as their sole and exclusive remedy for such failure to Close on
the North Property, and thereupon no party shall have any further rights or
obligations hereunder.
(c) The Final North Escrow Payment shall be held by the Title Company in
accordance with the following terms: In the event that the Final North Escrow Payment
is in the form of a Letter of Credit on deposit with the Escrow Agent on the date that the
Escrow Agent receives the Utility Completion Certificate, then on the ninth (9 Business
Day after the date the City provides the Utility Completion Certificate, the Escrow Agent
shall draw on such Letter of Credit and on the tenth (10' Business Day after the date the
City provides the Utility Completion Certificate, disburse cash in the amount of the Final
North Escrow Payment and all interest earned thereon to the Authority, unless prior to the
eighth (8 Business Day after the date the City provides the Utility Completion
Certificate, the Developer deposits with the Escrow Agent cash in the amount of the Final
North Escrow Payment in substitution for the Letter of Credit, in which event the Escrow
Agent shall release the Letter of Credit to the Developer and shall disburse the cash Final
North Escrow Payment and all interest earned thereon to the Authority. In the event that
the Final North Escrow Payment is in the form of a cash deposit with the Escrow Agent
on the date that the Escrow Agent receives the Utility Completion Certificate, then the
Escrow Agent shall disburse the Final North Escrow Payment and all interest earned
thereon to the City on the fifth (5 Business Day after the date the Escrow Agent
receives the Utility Completion Certificate.
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(d) The Deposits shall be held by the Title Company in accordance with the
following additional terms:
(i) The Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine, may
assume the validity and accuracy of any statements or assertion contained in such
writing or instrument, and may assume that persons purporting to give any
writing, notice, advice or instruction has been duly authorized to do so.
(ii) In the event of disagreement about the interpretation of this
Agreement or these escrow provisions, or about the rights and obligations of, or
the propriety of any action contemplated by, the Escrow Agent hereunder, or of
the accuracy of the Utility Completion Certificate, Escrow Agent may file an
action in interpleader which if filed shall be filed in the Circuit Court for Platte
County, Missouri, to resolve the disagreement. The Escrow Agent shall be
indemnified by the parties hereto for all of its charges and costs, including
reasonable attorney's fees in connection with the aforesaid interpleader action.
3.18 Levee District Board. As a condition precedent to the willingness of the City
and the Authority to sell the Property, Developer, for itself and its successors, assigns and
transferees of any of the Property, agree that (to the extent within its /their control) until the year
2012, at least four (4) of the five (5) members of the Levee District's Board of Supervisors shall
be persons other than persons associated with Developer or an Affiliate or Related Entity
( "Nonrelated Members ") and thereafter for so long as the Levee District is in existence, three (3)
of the five (5) members of the Levee District's Board of Supervisors shall be Nonrelated
Members. At all times at least one (1) of the Nonrelated Members shall be a member of the
Board of Aldermen, the Mayor or an employee or other representative of the City, selected by
the Board of Aldermen ( "City Member "). If the number of supervisors on the Board of
Supervisors is increased, then the Nonrelated Members required on the Board of Supervisors
shall increase proportionately, although the number of Nonrelated Members shall not increase
until the proportional increase results in a whole number (i.e., if there are 3 Nonrelated Members
and a proportionate increase would result in 3.9 Nonrelated Members, there will continue to be 3
Nonrelated Members). With respect to all elections relating to Nonrelated Member seats on the
Board of Supervisors, Developer agrees to vote and to cause each Related Entity and Affiliate
and transferee of any portion of the Property to vote an individual that qualifies as a Nonrelated
Member. To ensure compliance with the requirement of this Section, Developer hereby agrees
to execute in favor of and grant to the City at the Closing on the North Property and at Closing
on the South Property, as applicable, an irrevocable proxy or series of proxies for all acres
included in the North Property and in the South Property, as the case may be, (i) designating one
Z A transferee shall not be considered associated with Developer solely by virtue of acquiring a portion of the
Property from Developer. For a transferee to be a person associated with Developer, such person must also fall
within the categories of persons listed in Footnote 3.
' Persons associated with Developer, an Affiliate or Related Entity include their respective governing body
members, officers, agents, attorneys, employees and independent contractors as well as any other person appointed
to the Board as an authorized representative of such Developer, Affiliate or Related Entity other than the City
Member.
N.4
(1) official or employee of the City as selected by the Board of Aldermen, as the legally
authorized representative of the Property owner for the limited purpose of voting all such acres at
every property owners meeting of the Levee District at which any Nomelated Member seat on
the Board of Supervisors is up for election, whether for a new or renewal term or for to fill out an
unexpired term; and (ii) designating the City Member as a legally authorized representative of
the Property owner qualifying such City Member to sit on the Board of Supervisors. Developer
shall include a provision requiring compliance with this section and binding this section upon its
successors, assigns and all transferees of any portion of the Property, in all documents
transferring either (i) Developer's Control of a business operating within the Levee District or
(ii) any real property within the Levee District. Developer, for itself and all Affiliates, Related
Entities and transferee, agrees that, with respect to any vote that does not comply with this
Section, such votes shall not be counted and all such votes shall be deemed null and void. The
agreements set forth in this Section shall be covenants running with the land and shall bind
Developer and all successors, assigns and transferees.
3.19 Relocation. The Developer shall identify any Displaced Person (as defined in the
Relocation Plan) that is entitled to relocation payments and/or relocation assistance under the
Relocation Plan. Developer, at its sole cost and expense, shall comply with all requirements of
the Relocation Plan.
3.20 Plans and Specifications. The City will provide to Developer an opportunity to
inspect and make copies of all plans and specifications owned by the City for the public
infrastructure relating to the North Property and the South Property.
3.21 KCPL Easement. Developer acknowledges that KCPL power poles, lines and
guy wires are on the North Property and outside of its easement. The City will, at the sole cost
and expense of the Developer, assist the Developer in obtaining the relocation of the KCPL
power poles, lines and guy wires to the KCPL easement. It is the understanding of the parties
that some of the KCPL power poles are not located within the KCPL easement. Accordingly,
KCPL would not be entitled to relocation benefits for such relocations but rather such relocations
should be at the sole cost of KCPL.
3.22 City Easement and MAWC Easement. Prior to the North Property Closing, the
Authority will grant an exclusive easement to the City, with such easement being located just
south of the BNSF railroad easement /right -of -way, which easement shall in all events be within
the northernmost fifteen (15) feet of the North Property from the southern edge of the BNSF
railroad easement /right -of -way. The City may allow, subject to an agreement with the City,
companies to use such easement for location of underground utilities, pipes, wire and other
similar uses, expressly including the ATT lines located thereon pursuant to the Wire Line Permit.
Additionally, prior to the North Property Closing, the City will grant to Missouri American
Water Company the right to use its 15" easement referenced in the preceding sentence for the
construction and placement of a 24" or 20" water and the Authority will grant to Missouri
American Water Company an additional fifteen (15) feet easement to be located south and
parallel to the City's easement for the construction and placement of such 24" or 20" water main
to be constructed by Missouri American Water Company (Missouri American Water Company
requiring an aggregate thirty feet for such work).
PM
3.23 Developer Waiver of Due Diligence. The Developer acknowledges that
Developer is familiar with the Property. Further, Developer acknowledges that Developer has
received a copy of the letter dated January 18, 2008 from the Levee District to Colonel Roger A.
Wilson, Jr. relating to the Levee Project and that Developer received independent information
from Developer's engineer relating to the condition of the L -385 Levee Project and the need for
repairs. Developer understands that the costs of repairs to the Levee Project may be assessed
against the property owners within the District, including the Developer. Developer hereby
waives any and all due diligence with respect to the Property other than the review and approval
by Developer of the Title Commitment and Survey as set forth herein. Further the Developer
accepts all risks with respect to the Levee Project as against the City, the Levee District and their
respective board members, officers, employees, independent contractors, lawyers, agents and
contractors and Developer agrees to close on the purchase of the Property without regard to the
status of the Levee Project.
ARTICLE IV.
REDEVELOPMENT PROJECTS
4.1 Developer to Construct the TIF Reimbursable Work.
(a) The Developer shall commence or cause the commencement of the
construction of the TIF Reimbursable Work within twelve (12) months of the North
Property Closing Date, subject to market conditions not within the reasonable control of
the Developer. The Developer shall substantially complete or cause the TIF
Reimbursable Work to be substantially complete not later than thirty (30) months after
the North Property Closing Date, absent an event of Force Majeure. The TIF
Reimbursable Work shall be constructed in a good and workmanlike manner in
accordance with the terms of this Agreement and the Redevelopment Plan.
(b) The Developer shall put out to competitive bid and obtain at least three
competitive bids for all materials and activities relating to the TIF Reimbursable Work;
provided however, for de minimus expenditures, which in the total aggregate for all such
de minimus expenditures shall not exceed $100,000, competitive bidding shall not be
required. Developer is an acceptable bidder and may be awarded the contract provided
Developer is the lowest and best bidder, as reasonably determined by Developer.
Developer shall, upon opening of the bids, immediately provide to the City copies of all
of the bids. Developer shall award contracts for all TIF Reimbursable Work for which
competitive bidding is required to the lowest and best bidder with such selected bidder
being subject to the approval of the City which approval shall not be unreasonably
withheld, conditioned or delayed. Prior to awarding contracts for any TIF Reimbursable
Work, Developer shall provide notice of such award to the City and shall have obtained
any approvals required hereunder.
4 Developer shall not be required to separately bid activities or materials being performed or provided by
subcontractors or suppliers of a general contractor whose agreement with Developer has complied with all of the
requirements of Section 4.1.
ME
(e) No TIF Reimbursable Work may be performed except pursuant to a
written contract provided that prior to entering into any such contract, that scope of work
and the amount of such contract, including all change orders, must have been approved,
in writing, by the City. The City shall promptly act upon each such matter but no later
than ten (10) Business Days after receiving a complete package containing all the bids,
the scope of work and the contract amount. Developer shall submit each contract,
including all amendments and change orders to the City.
(d) Prior to the commencement of any portion of the TIF Reimbursable Work,
the Developer shall obtain or shall require that any of its contractors obtain workers'
compensation, comprehensive public liability and builder's risk insurance coverage in
amounts customary in the industry for similar type projects. The Developer shall require
that such insurance be maintained by all of its contractors for the duration of the
construction of such portion of the TIF Reimbursable Work.
(e) To the extent that laws pertaining to prevailing wage and hour apply to
any portion of the TIF Reimbursable Work, the Developer agrees to take or cause its
contractors to take all actions necessary to apply for the wage and hour determinations
and otherwise comply with such laws.
4.2 Developer to Construct Redevelopment Project I /111 — Horizons.
(a) In accordance with the Act and subject to the terms and conditions of the
Redevelopment Plan and this Agreement, Developer shall construct or cause to be
constructed within the Property, the Redevelopment Project I /III — Horizons.
(b) To the extent that Developer or any Affiliate acquires any other property
located within the Redevelopment Project Area I /III, such additional property shall be
considered a part of the "Property" for purposes of this Article IV, Section 3.11, Section
3.18 and Section 3.19.
(c) Developer shall use commercially reasonably efforts to develop the
Property pursuant to the absorption and build -out schedule for retail and industrial (bulk,
light and flex) development attached as Exhibit M (the "TIF Development Schedule "),
subject to market conditions not within the control of Developer. If Developer elects to
add additional property to the Property, as permitted in the definition of the term
"Property ", Developer shall adjust the TIF Development Schedule to take into account
such additional property. Adherence to the TIF Development Schedule will affect the
generation of TIF Revenue that can be applied to reimburse the Developer for the TIF
Reimbursable Work. On an annual basis, prior to April 30 of each year, Developer shall
provide to the City a written update on the then current market conditions, the status of
the development of the Property and the TIF Development Schedule, and plans for
development during the coming year. If such update is not provided to the City by April
30, the City will, pursuant to Section 8.5 of this Agreement, provide notice to the
Developer that such report has not been received. Developer shall then have thirty (30)
days to cure.
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4.3 Obligation to Remove Blighting Influences. The Developer, with respect to the
Property, shall clear the blighting influences, or eliminate the physical blight existing in the
Property, or make adequate provision satisfactory to the City for the clearance of such blighting
influences. This obligation shall be a covenant running with the land and shall not be affected by
any such sale or disposition. Any purchaser of property in the Property shall acquire title subject
to this obligation insofar as it pertains to the property so acquired.
4.4 Governmental Approvals.
(a) Developer shall, at Developer's sole cost and expense, obtain all
Governmental Approvals needed for Redevelopment Project III — East/West Connectors
and Redevelopment Project I /III — Horizons. The City agrees to employ reasonable and
good faith efforts to cooperate with the Developer and to process and timely consider and
respond to all applications for the Governmental Approvals as received, all in accordance
with applicable City ordinances and the laws of the State of Missouri.
(b) Simultaneously with any subdivision, lot split or plat of any part of the
Property, Developer shall record in the Office of the Platte County Recorder of Deeds
and file with the Levee District, an agreement, in substantially the form attached as
Exhibit N allocating, on a per square foot basis, the total benefits assessed against such
portion of the Property being subdivided, split or platted against the individual tracts or
lots existing after such subdivision, lot split or plat; provided, however, no benefits shall
be allocated to or assessed against any rights -of -ways or easements held by or on behalf
of any governmental entity.
4.5 Construction Plans; Changes.
(a) Developer shall, in good faith, work with other property owners in the
Redevelopment Project Area VIII to determine the locations of all street and utilities
networks, including but not limited to the TIF Reimbursable Work, if and to the extent
such other property owner is impacted thereby; provided, however, the City shall, in good
faith, make the final determination regarding such locations.
(b) The Construction Plans for the TIF Reimbursable Work shall be prepared
by a professional engineer or architect licensed to practice in the State of Missouri. The
Construction Plans and all construction practices and procedures with respect to the TIF
Reimbursable Work shall be in conformity with all applicable state and local laws,
ordinances and regulations, and shall be submitted to the City for approval. Any and all
changes after such approval shall also be submitted to the City for approval.
4.6 Maintenance of the Property. The Developer shall remain in compliance with
all provisions of the City Code relating to maintenance and appearance of the Property that it
owns during the term of the Redevelopment Plan. Upon substantial completion of any part of a
Redevelopment Project and so long as the Redevelopment Plan is in effect, the Developer or its
successor(s) in interest, as owner or owners of the affected portion(s) of the Property, shall but
subject to any delay caused by an event of Force Majeure), maintain or cause to be maintained
the buildings and improvements within Redevelopment Project Area 1/III in a good state of
32
repair and attractiveness and in conformity with applicable state and local laws, ordinances and
regulations. If there are separately -owned or ground leased parcels of real estate on the Property
during the term of this Agreement, each owner or lessee as a successor in interest to the
Developer shall maintain or cause to be maintained the buildings and improvements on its parcel
in a good state of repair and attractiveness and in conformity with applicable state and local laws,
ordinances and regulations. This provision shall survive termination of this Agreement.
Developer is not liable for any failure of any transferee of any portion of the Property to comply
with the Section, provided such transferee is not an Affiliate of Developer.
4.7 Maintenance of the City Rights -of -Way. The City will construct and maintain
its rights -of -ways, including drainage features, consistent with its routine practice for
constructing and maintaining rights -of -ways in the City. Notwithstanding the forgoing, the City
agrees to provide for the initial installation of irrigation, sodding and seeding, reasonably
acceptable to the Developer, as a part of the Horizons Parkway street project, including swales
and landscaped areas constructed within City rights -of -way as a part of the Horizons Parkway
street project. Except as set forth in the preceding sentence, this Agreement shall, in no way,
impose upon the City any higher standard than exists in law nor does this Agreement grant to
Developer any additional rights to require the City to provide such construction or maintenance
other than as exists in law. All decisions relating to the use of all or any part of such rights -of-
way shall rest solely with the City. If the Developer or the CID desire to upgrade or maintain the
swales and landscaped areas in the rights -of -ways adjoining the Property to a higher standard,
any and all such upgrades shall be at the sole cost and expense of Developer or the CID (from
other than the City's one -half of the Available CID Sales Tax Revenues) and with respect to
maintenance, the Developer or the CID, on the one hand, and the City, on the other hand, shall
enter into an agreement whereby the City agrees, subject to annual appropriation, to contribute to
the cost of such maintenance an amount equal to the estimate of the costs the City would have
incurred in connection with maintaining such swales and landscaped areas.
4.8 Certificate of Commencement of TIP Reimbursable Work. The Developer
shall furnish to the City, a Certificate of Commencement of TIF Reimbursable Work, in the form
of Exhibit P attached hereto and incorporated herein by reference, which may be provided by
the Developer repeatedly, each being for discreet portions of the TIF Reimbursable Work.
4.9 Certificate of Substantial Completion - Developer. Promptly after substantial
completion of the TIF Reimbursable Work, Redevelopment Project VIII — Horizons or any phase
thereof in accordance with the provisions of this Agreement, the Developer shall furnish to the
City a Certificate of Substantial Completion - Developer certifying such completion. Within
thirty (30) days following delivery of a complete Certificate of Substantial Completion -
Developer, the City will carry out such inspections as it deems necessary to verify to its
reasonable satisfaction the accuracy of the certifications contained in the Certificate of
Substantial Completion - Developer and either accept the Certificate of Substantial Completion -
Developer or provide the Developer with specific written objections, describing such objections.
In the event that the City provides the Developer with specific written objections to the
Certificate of Substantial Completion - Developer within such thirty (30) day period, then the
Developer may address such objections and re- submit the Certificate of Substantial Completion -
Developer to the City in accordance with this Section and the thirty (30) day review period shall
begin anew. Upon acceptance of the Certificate of Substantial Completion - Developer, the
33
Developer may record the Certificate of Substantial Completion - Developer with the County's
Recorder of Deeds, and the same shall constitute evidence of the satisfaction of the Developer's
agreements and covenants to perform the portion of the Redevelopment Project so accepted. The
Certificate of Substantial Completion - Developer shall be in substantially the form attached as
Exhibit E attached hereto and incorporated by referenced herein. The City's acceptance of a
Certificate of Substantial Completion - Developer does not in any way operate to waive the City's
rights, as a governmental entity, to enforce the City Code.
4.10 No Real Property Tax Abatement While TIF in Effect. Developer
acknowledges and agrees that there shall be no real estate tax abatement whatsoever on the
Property as long as the Redevelopment Plan is in effect. Further, there will be no TIF assistance
with respect to the Property, other than the Developer Reimbursable Project Costs relating to the
TIE Reimbursable Work, as long as the Redevelopment Plan is in effect. It is anticipated that the
Redevelopment Plan will terminate in 2029.
4.11 Chapter 100 on Personal Property. The City will consider Chapter 100
abatement on personal property on all projects as requested by Developer; provided, however,
Developer acknowledges that the decision to grant such abatement will be solely within the
discretion of the then current Board of Aldermen.
4.12 Community Improvement District. The City, to the extent allowed by law, and
the Developer will work together to create and implement the CID pursuant to the terms of this
Agreement. Developer shall cooperate in the creation of the CID pursuant to the CID Act. The
Developer shall use its best efforts to cause the CID to be created.
The CID's Board of Directors shall be elected pursuant to the CID Act and this Section.
For so long as the CID is in existence, the CID's Board of Directors shall consist of five
members, which shall include one City CID Member. The petition for the formation of the CID
shall name the initial members of the Board of Directors, one of which shall be the City CID
Member. With respect to all elections relating to the City CID Member seat on the Board of
Directors of the CID, the Developer agrees to vote and to cause each Related Entity and Affiliate
and transferee of any portion of the Property to vote for the City CID Member to be elected to
and/or hold the City CID Member seat. To ensure compliance with the requirement of this
Section, Developer hereby agrees to execute in favor of and grant to the City at the Closing on
the North Property and at Closing on the South Property, as applicable, an irrevocable proxy or
series of proxies for all acres included in the North Property and in the South Property, as the
case may be, (i) designating one (1) official or employee of the City as selected by the Board of
Aldermen, as the legally authorized representative of the Property owners for the limited purpose
of voting all such acres at every property owners meeting of the CID at which the City CID
Member seat on the Board of Directors is up for election, whether for a new or renewal term or
for to fill out an unexpired term but solely for the limited purpose of voting for the City CID
Member to be elected to and /or hold the City CID Member seat, and not for the purpose of
electing any other member of the Board of Directors of the CID; and (ii) designating the City
CID Member as a legally authorized representative of the Property owner qualifying such City
CID Member to sit on the Board of Directors of the CID as the City CID Member. Developer
shall include a provision requiring compliance with this section and binding this section upon its
successors, assigns and all transferees of any portion of the Property, in all documents
34
transferring either (i) Developer's Control of a business operating within the CID or (ii) any real
property within the CID. Developer, for itself and all Affiliates, Related Entities and transferee,
agrees that, with respect to any vote that does not comply with this Section, such votes shall not
be counted and all such votes shall be deemed null and void. The agreements set forth in this
Section shall be covenants running with the land and shall bind Developer and all successors,
assigns and transferees
No property owned by the City or the Authority will be subject to the CID Special
Assessment,
4.13 City and Developer Actions with Respect to the CID. The Developer, at its
sole cost and expense, shall advance all costs necessary to design, develop and construct the CID
Project, subject to the creation of the CID to finance the CID Project. To that end, Developer
shall use its reasonable best efforts in good faith in all proceedings relating to the creation and
certification of the CID, including the execution and filing of all petitions, consents, approvals,
authorizations or other documents required to create and certify the CID. The City, at the sole
cost and expense of Developer, agrees to cooperate with Developer and the CID subject to the
execution of a mutually agreeable cooperation agreement relating thereto. Developer shall pay
or cause to be paid all reasonable costs incurred by the City in connection with the creation of the
CID, which costs may be paid from Bond Proceeds if the CID Bonds are issued by June 30,
2009. If CID Bonds are not issued by such date, the Developer shall immediately pay all such
costs to the City, but shall be entitled to reimbursement thereof from CID Revenues (other than
the City's 50% of the Available CID Sales Tax Revenues) or from the proceeds of CID Bonds or
CAP Bonds, to the extent allowed by law. This obligation shall survive termination of this
Agreement.
4.14 Pledge of CID Revenues. It is anticipated that all CID Special Assessment
Revenues will be pledged to the payment of the CID Bonds. The Developer shall cause the CID
to pledge one -half of the Available CID Sales Tax Revenues to the payment of the City CID
Obligations. The CID shall have the right to use the remaining one -half of the Available CID
Sales Tax Revenues for any lawful purpose, but shall have no obligation to allow the same to be
used to pay City CID Obligations. The CID Bonds, if issued, shall be the exclusive
responsibility of the CID payable solely out of CID Revenues (other than the City's 50% of the
Available CID Sales Tax Revenues) and shall not constitute a debt or liability of the State of
Missouri or any agency or political subdivision of the State, including the City. Neither the CID
nor the City shall be obligated to pledge any funds other than those specifically pledged to
repayment of the CID Bonds, and any pledge of CID Revenues shall be subject to the terms of
this Agreement and the limitations on the term of obligations issued by a CID as set forth in the
CID Act. Notwithstanding anything to the contrary set forth in this Section, if CAP Bonds are
issued, the CID's remaining one -half of the Available CID Sales Tax Revenues shall be pledged
to the payment of the CAP Bonds, it being the intent of the parties that the CID's remaining one-
half of the Available CID Sales Tax Revenues shall be used for the CAP Bonds prior to any
annual appropriation by the City.
4.15 Obligations — City /Authority/Annual Appropriations Pledge.
(a) Issuance of CAP Bonds.
35
(i) If requested by the Developer, the City, in its sole and absolute
discretion, may issue, or cause to be issued by the Authority, or agree to the
issuance of, bonds to finance all or a portion of the CID Costs relating to public
streets (and utilities within such public street) to be dedicated to the City other
than the City CID Obligations backed by an annual appropriations pledge of the
City (any of such bond issues being referred to as the "CAP Bonds "). Nothing in
this Section shall be construed as an agreement on the part of the City to issue
such CAP Bonds.
(ii) Upon receipt of a written request by Developer and upon the City's
financial advisor's recommendation in favor of issuing such CAP Bonds and
recommendation of the principal amount thereof based on the criteria set forth
below, the City may issue or request the Authority or the CID to issue CAP Bonds
as described in this Section. The aggregate gross cash proceeds from the sale of
the CAP Bonds before payment of Issuance Costs of such CAP Bonds, together
with any interest accrued thereon ( "CAP Bond Proceeds ") will be finally
determined by the City after receiving the financial advisor's recommendation
based on the criteria set forth below. As a condition precedent to the City
willingness to consider issuance of such CAP Bonds, the financial advisor must
determine that all of the following criteria are satisfied as of the date of issuance
of such CAP Bonds, unless such criteria are waived by the City and its financial
advisor. Developer shall bear its own costs and expenses, including any
attorneys' fees and expenses that Developer may incur in complying with this
Section. Notwithstanding anything in this Section to the contrary, Developer
shall be liable for all reasonable costs incurred by the City or the Authority in the
event the Developer has requested the issuance of CAP Bonds and the City's
financial advisor has determined that such CAP Bonds cannot be issued at such
time.
(b) Criteria for Issuance The financial advisor's recommendation for
issuance of CAP Bonds and the principal amount thereof shall be based on the following
criteria:
(i) Imposition of the CID Special Assessments in amounts sufficient
to pay all of the debt service on the CAP Bonds, but subject to the right to be
offset by the CID's remaining one -half of the Available CID Sales Tax Revenues;
and
(ii) Review of projections of CID Special Assessments and Available
CID Sales Tax revenues available for debt service as proposed by an independent
qualified consultant showing (A) that (if the CAP Bonds are to be issued by the
CID) the CAP Bonds can be repaid over a twenty (20) year term with debt service
of substantially equal payments, and (B) based on a maturity schedule acceptable
to the underwriter and the financial advisor (or in the case of CAP Bonds to be
issued by the CID, a maturity schedule of twenty -(20) years), the CAP Bonds are
reasonably likely to achieve debt service coverage ratio reasonably acceptable to
the City's financial advisor.
01
(iii) If required by the underwriter or the City's financial advisor,
Developer's documentation evidencing the value of the property within the CID
to support the imposition of the CID Special Assessment.
(c) Application of CAP Bond Proceeds CAP Bond Proceeds shall be applied
in the following order:
To the payment of Costs of Issuance of the CAP Bonds;
To the payment or reimbursement of CID organization costs;
To the payment of capitalized interest on the CAP Bonds;
To the establishment of a debt service reserve fund for the CAP Bonds in
the maximum amount allowed under applicable law;
To the payment of CID Costs other than the City CID Obligations.
(d) Cooperation in the Issuance of Obligations Developer covenants to
cooperate and take all reasonable actions necessary to assist the City and its Bond
Counsel, the Authority, underwriters and financial advisors in the preparation of offering
statements, private placement memorandum or other disclosure documents and all other
documents necessary to market and sell the CAP Bonds, including disclosure of tenants
of the Redevelopment Project Area VIII and the non - financial terms of the leases between
Developer and such tenants. Developer will not be required to disclose to the general
public or any investor any proprietary or confidential information, including financial
information, pertaining to Developer, but upon the execution of a confidentiality
agreement acceptable to Developer, Developer will provide such information to the
City's financial advisors, underwriters and their counsel to enable such parties to satisfy
their due diligence obligations. Developer shall make such compliance obligation a
covenant running with the land, enforceable as if any subsequent transferee thereof were
originally a party to and bound by this Agreement.
(e) City to Select Bond Counsel, Underwriter and Financial Advisor; Term
and Interest Rate If CAP Bonds are to be issued, then the City shall have the right to
select the Bond Counsel and any financial advisor(s) for the CAP Bonds. The City and
the Developer shall mutually select the designated underwriter. The City shall have the
right to select such other consultants as the underwriter and the City deem necessary for
the issuance of the CAP Bonds and underwriter's counsel. The final maturity of the CAP
Bonds shall not exceed the maximum term permissible under the CID Act if the CAP
Bonds are to be issued by the CID. The CAP Bonds shall bear interest at such rates, shall
be subject to redemption and shall have such terms as the City shall determine in
consultation with the underwriter and the City's financial advisor.
ARTICLE V.
TIF REVENUESIREIMBURSABLE PROJECT COSTS
5.1 Levee TIF Obligations.
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(a) In connection with Redevelopment Project I, the Levee Project, the City
has issued the City Levee TIF Bonds and has incurred City Additional Levee
Reimbursable Project Costs, all payable from TIF Revenues. The City Levee TIF
Obligations have first priority on the TIF Revenues.
(b) The Levee District has issued the Levee District Bonds pursuant to a Bond
Trust Indenture dated as of July 1, 2006, between the Levee District and UMB Bank,
N.A., as Trustee, to provide funds to pay Levee Project costs, which Levee District
Bonds are secured by a pledge of TIF Revenues, junior only to the City Levee TIF
Obligations.
5.2 City Infrastructure Bonds. To pay certain costs associated with Redevelopment
Project III, the Authority, at the request of the City, issued the City Infrastructure Bonds. The
City Infrastructure Bonds are secured by a pledge of TIF Revenues, junior only to the Levee
Obligations.
5.3 Priority Payments.
(a) The City has transferred, pursuant to Senior Bonds Cooperation
Agreements, to the Trustee, and the Trustee accepted, the Special Allocation Fund, from
which funds will be disbursed in accordance with the Redevelopment Plan, the Senior
Bonds Cooperation Agreements, and the Senior Bond Ordinances and with the provisions
hereof.
(b) Pursuant to the Senior Bonds Cooperation Agreements, TIF Revenues
derived from the Redevelopment Project I Area and the Redevelopment Project Area I /III
will be used to make, to the extent available, the Priority Payments,
5.4 Developer Reimbursable Project Costs. Developer Reimbursable Project Costs
shall include only Redevelopment Project Costs incurred directly for the design and construction
of Redevelopment Project III — East /West Connectors in accordance with a written contract
covering such costs, provided the scope of work and such costs were approved in writing by the
City, pursuant to this Agreement, and no other costs whatsoever. Developer Reimbursable
Project Costs may, at the request of the Developer, include eligible Developer Reimbursable
Project Costs paid by the CID ( "CID /TIF Costs "); provided, further, to the extent that bonds are
issued to pay the CID /TIF Costs ( "CID /TIF Bonds ") and the Developer (or any other owner of
real property within the boundaries of the CID, with the written consent of the Developer
provided to the City, which written consent shall be in a form reasonably acceptable to the City 5)
(the "Payer ") pays annual special assessments for the purpose of paying debt service on the
CID /TIF Bonds ( "CID /TIF Special Assessment "), such payment by the Payor shall constitute
5 If more than one person is eligible to receive reimbursement, the amount of each person's reimbursement shall be
by a mutual written agreement of all such persons, filed with the City, or if no agreement can be reached, then pro -
rata based upon the total amount due to each person. Nothing herein shall increase in any way the $10,000,000 (plus
interest as provided in Section 5.51 aggregate amount of Developer Reimbursable Project Costs.
6 Only the portion of the special assessment for the payment of debt service on the CIDMF Bonds shall be
considered CIDMF Special Assessments. No portion of the special assessment attributable to any other bonds or to
any other costs or expenses shall be considered CIDMF Special Assessments.
M .
payment of Developer Reimbursable Project Costs by Payor and the Payor shall be entitled to
reimbursement for such payments; provided however, any and all rights of any Payer and the
CID are through Developer and shall not, in any way, be greater than the rights of Developer
under this Agreement. It is anticipated that in excess of $10,000,000 will be spent on
Redevelopment Project III — East /West Connectors. Developer Reimbursable Project Costs shall
include the first $10,000,000 qualifying as Developer Reimbursable Project Costs (including
CID /TIF Special Assessments) plus interest as provided in Section 5.5 of this Agreement.
Developer Reimbursable Project Costs will be reimbursed from certain Available Junior TIF
Revenues on an "as collected" basis. The aggregate total amount of Developer Reimbursable
Project Costs, including payments to Payors for reimbursement of CID /TIF Special Assessments,
are further limited to $10,000,000 in the aggregate, plus interest as provided in Section 5.5. The
reimbursement of total aggregate Developer Reimbursable Project Costs in any year, and in the
aggregate, will be dependent on the generation of Available Junior TIF Revenues.
5.5 City's Obligation to Reimburse Developer. Subject to the terms of this
Agreement, the City agrees to reimburse Developer for the verified Developer Reimbursable
Project Costs in connection with Redevelopment Project III - East/West Connectors up to a total
amount not to exceed Ten Million Dollars ($10,000,000), plus interest at a rate equal to the lesser
of seven percent (7 %) per annum or the interest rate on the CID /TIF Bonds or other bonds issued
for such purpose from the date such Developer Reimbursable Project Cost was incurred on a
pay -as- you -go basis solely from fifty percent (50 %) of the Available Junior TIF Revenues
(subject to the provisions of Section 7.2) and from no other source whatsoever. TIF Revenues
are available only to the extent not needed or reasonably anticipated to be needed for Senior TIF
Obligations.
5.6 Reimbursements Limited to Developer Reimbursable Project Costs;
Developer's Right to Substitute. Nothing in this Agreement shall obligate the City to issue TIF
obligations or to reimburse the Developer for any Developer Reimbursable Project Cost that is
not a cost incurred pursuant to Section 99.820.1 of the TIF Act or that does not qualify as a
"redevelopment project cost" under Section 99.805(14) of the TIF Act. The Developer shall
provide to the City (a) itemized invoices, receipts or other information evidencing such costs; (b)
a Certificate of Developer Reimbursable Project Costs constituting certification by the Developer
that such cost is a proper Developer Reimbursable Project Cost and is eligible for reimbursement
under this Agreement and the TIF Act; and (c) the Certificate of Substantial Completion -
Developer approved by the City for the portion of the TIF Reimbursable Work for which
reimbursement is sought. Within thirty (30) days of the City's receipt from the Developer of a
Certificate of Developer Reimbursable Project Costs, the City shall review and if such Certificate
is complete, act upon such Certificate of Reimbursable Project Costs. If the City determines in
good faith that any cost identified as a Developer Reimbursable Project Cost is not a
"redevelopment project cost" under Section 99.805(14) of the TIF Act or is not a proper
Developer Reimbursable Project Cost, the City shall so notify the Developer in writing within
the thirty (30) day period referenced in this Section 5.6, identifying the ineligible cost and
specifying the basis for determining the cost to be ineligible, whereupon the Developer shall
have the right to identify and substitute other Developer Reimbursable Project Costs with a
supplemental application for payment and the thirty (30) day period shall begin anew.
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5.7 City's Obligations Limited to Special Allocation Fund. Notwithstanding any
other term or provision of this Agreement, Developer Reimbursable Project Costs are payable
only from fifty percent (50 %) of the Available Junior TIF Revenues in the Special Allocation
Fund, if any (subject to the provisions of Section 7.2), and from no other source. The City has
not pledged its full faith and credit to pay any Developer Reimbursable Project Costs,
5.8 City Reimbursement, The City shall be reimbursed for its Reimbursable Project
Costs, including all payments to debt service on the Senior TIF Obligations, incurred by the City
from the remaining fifty percent (50 %) of the Available Junior TIF Revenues.
5.9 City's Right to Audit. The City may audit the Developer's books relating to the
incurring of Developer Reimbursable Project Costs submitted for reimbursement.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
6.1 City Representations and Warranties. The City hereby represents and warrants
to the Developer, which representations and warranties are true and correct as of the date of this
Agreement and shall remain hue and correct at all times until the South Property Closing Date,
unless an earlier termination date is specified with respect to a particular representation and
warranty:
(a) The City is a political subdivision of the State of Missouri, duly organized
and validly existing under the Constitution and laws of the State of Missouri. The City
has all requisite power and authority to carry on its business as now being conducted.
(b) The City is not prohibited from consummating the transactions
contemplated in this Agreement, by any law, regulation, agreement, instrument,
restriction, order or judgment.
(c) The City has full right, title, authority and capacity to execute, deliver and
perform this Agreement and to consummate all of the transactions contemplated herein.
(d) This Agreement has been duly executed and delivered by the City, and
assuming due authorization, execution and delivery by the other parties hereto,
constitutes its valid and binding obligation, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws and the availability of equitable remedies.
(e) The City has good and marketable fee simple title to the South Property,
subject only to the Permitted Exceptions and liens, claims and encumbrances of record,
and there are no liens, encumbrances, easements or other rights or interests in or to the
South Property or any part thereof that are not of record, other than those created in this
Agreement and the Permitted Exceptions.
(f) Except for the Permitted Exceptions and those rights created hereunder,
there are no leases with respect to the South Property or any part thereof, nor any parties
in possession of the South Property or any part thereof (including without limitation
1
parties in adverse possession) except the City and no party other than the City possesses
any license, lease or other right relating to the use, possession or occupancy of the South
Property or any portion thereof.
(g) To the knowledge of the City, there are no pending condemnation or
similar proceedings affecting the South Property or any portion thereof, and the City has
not received any written notice and have no knowledge that any such proceeding is
threatened or contemplated.
(h) There are no contracts of employment, sale or leasing agency or
brokerage, management, maintenance, service, supply or rental outstanding which affect
any portion of the South Property that will be binding upon the Developer following the
South Property Closing.
(i) The City has not received notice from any governmental authority that
there are any alleged violations of any federal, state, county or municipal law, ordinance,
order, regulation or requirement, affecting any portion of the South Property, where the
condition alleged has not been fully remedied by the City to the satisfaction of the
governmental authority.
0) No work has been performed or is in progress at and no materials have
been furnished to the South Property or any portion thereof that could give rise to
mechanic's, materialman's or other liens against the South Property or any portion
thereof, that will not be satisfied or insured at Closing.
(k) To the knowledge of the City, there are no attachments, executions,
assignments for the benefit of creditors, receiverships, conservatorships or voluntary or
involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws
contemplated or filed by the City or pending against the City.
(1) Except as disclosed herein, there are no contracts or other obligations
outstanding for the sale, exchange or transfer of the South Property or any portion
thereof.
(m) The City is not a foreign person selling property as described in the
Foreign Investment in Real Property Tax Act.
(n) To the City's knowledge, there has occurred no release, generation,
discharge, manufacture, treatment, transportation or disposal of any Hazardous
Substances at, to or from the South Property except to the extent disclosed in the Existing
Environmental Reports, and no studies with respect to the release, generation, discharge,
manufacture, treatment, transportation or disposal of any Hazardous Substances at, to or
from the South Property have been performed by or on behalf of the City other than the
Existing Environmental Reports (including without limitation, amendments or
supplements to the Existing Environmental Reports.
(o) With respect to the North Property and the South Property, as applicable,
there is no person or entity, excepting persons having rights pursuant to Permitted
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Exceptions, that is or will be entitled to relocation benefits under the Redevelopment Plan
or under State or Federal law as a result of the construction of Redevelopment Project
I/III- Horizons or the construction of Redevelopment Project III, or otherwise as a result
of the development of the Property, as the Property exists on the date hereof. The City
makes no representation or warranty as to whether or not a person or entity having rights
pursuant to a Permitted Exception will be entitled to relocation benefits if required to
relocate.
(p) To the knowledge of the City, the representations and warranties of the
Authority contained in Sections 6.2(f), (g), (h), (i), (j), (k), (1), (n) and (o) of this
Agreement are true and correct.
6.2 Authority Representations and Warranties. The Authority hereby represents
and warrants to the Developer, which representations and warranties are true and correct as of
the date of this Agreement and shall remain true and correct at all times until the latter to occur
of the expiration or termination of this Agreement without the consummation of the North
Property Closing, or the North Property Closing Date, unless an earlier termination date is
specified with respect to a particular representation and warranty:
(a) The Authority is an industrial development authority organized and
validly existing pursuant to Chapter 349, RSMo., as amended The Authority has all
requisite power and authority to carry on its business as now being conducted.
(b) The Authority is not prohibited from consummating the transactions
contemplated in this Agreement, by any law, regulation, agreement, instrument,
restriction, order or judgment.
(c) The Authority has full right, title, authority and capacity to execute,
deliver and perform this Agreement and to consummate all of the transactions
contemplated herein.
(d) This Agreement has been duly executed and delivered by the Authority,
and assuming due authorization, execution and delivery by the other parties hereto,
constitutes its valid and binding obligation, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws and the availability of equitable remedies.
(e) The Authority has good and marketable fee simple title to the North
Property, subject only to the Permitted Exceptions and liens, claims and encumbrances of
record, and there are no liens, encumbrances, easements or other rights or interests in or
to the North Property or any part thereof that are not of record, other than those created in
this Agreement and the Permitted Exceptions.
(0 To the Authority's knowledge, except for the Permitted Exceptions and
those rights created hereunder, there are no leases with respect to the North Property or
any part thereof, nor any parties in possession of the North Property or any part thereof
(including without limitation parties in adverse possession) except the Authority and no
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party other than the Authority possesses any license, lease or other right relating to the
use, possession or occupancy of the North Property or any portion thereof.
(g) To the knowledge of the Authority, there are no pending except as
disclosed in Section 3.9(a)(ix) with respect to the Davidson Tract, condemnation or
similar proceedings affecting the North Property or any portion thereof, and the Authority
has not received any written notice and have no knowledge that any such proceeding is
threatened or contemplated.
(h) To the knowledge of the Authority, there are no contracts of employment,
sale or leasing agency or brokerage, management, maintenance, service, supply or rental
outstanding which affect any portion of the North Property that will be binding upon the
Developer following the North Property Closing.
(i) The Authority has not received notice from any governmental authority
that there are any alleged violations of any federal, state, county or municipal law,
ordinance, order, regulation or requirement, affecting any portion of the North Property,
where the condition alleged has not been fully remedied by the Authority to the
satisfaction of the governmental authority.
0) To the knowledge of the Authority, no work has been performed or is in
progress at and no materials have been furnished to the North Property or any portion
thereof that could give rise to mechanic's, materialman's or other liens against the North
Property or any portion thereof, that will not be satisfied or insured at Closing.
(k) To the knowledge of the Authority, there are no attachments, executions,
assignments for the benefit of creditors, receiverships, conservatorships or voluntary or
involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws
contemplated or filed by the Authority or pending against the Authority.
(1) To the knowledge of the Authority, except as disclosed herein, there are
no contracts or other obligations outstanding for the sale, exchange or transfer of the
North Property or any portion thereof.
(m) The Authority is not a foreign person selling property as described in the
Foreign Investment in Real Property Tax Act.
(n) To the Authority's knowledge, there has occurred no release, generation,
discharge, manufacture, treatment, transportation or disposal of any Hazardous
Substances at, to or from the North Property except to the extent disclosed in the Existing
Environmental Reports, and no studies with respect to the release, generation, discharge,
manufacture, treatment, transportation or disposal of any Hazardous Substances at, to or
from the North Property have been performed by or on behalf of the Authority other than
the Existing Environmental Reports (including without limitation, amendments or
supplements to the Existing Environmental Reports).
(o) To the knowledge of the Authority, there is no person or entity, excepting
persons having rights pursuant to Permitted Exceptions, that is or will be entitled to
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relocation benefits under the Redevelopment Plan or under State or Federal law as a
result of the development of the North Property, as the North Property exists on the date
hereof. The Authority makes no representation or warranty as to whether or not a person
or entity having rights pursuant to a Permitted Exception will be entitled to relocation
benefits if required to relocate.
6.3 Developer Representations and Warranties: The Developer hereby represents
and warrants to the City and the Authority, which representations and warranties are true and
correct as of the date of this Agreement and shall remain true and correct at all times until the
South Properly Closing Date, unless an earlier termination date is specified with respect to a
particular representation and warranty:
(a) The Developer is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Missouri. The Developer has
all requisite power and authority to carry on its business as now being conducted.
(b) The Developer is not prohibited from consummating the transactions
contemplated in this Agreement, by any law, regulation, agreement, instrument,
restriction, order or judgment.
(c) The Developer has full right, title, authority and capacity to execute,
deliver and perform this Agreement and to consummate all of the transactions
contemplated herein.
(d) This Agreement has been duly executed and delivered by the Developer,
and assuming due authorization, execution and delivery by the other parties hereto,
constitutes its valid and binding obligation, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws and the availability of equitable remedies.
6.4 Survival of Representations and Warranties. All of the representations and
warranties of the Parties under this Article VI shall survive until the earlier of one year after (a)
the North Property Closing Date or the South Property Closing Date, as applicable, and shall not
be merged into any deed or conveyance of the Property to the Developer, or (b) the termination
of this Agreement.
ARTICLE VII.
SPECIAL ALLOCATION FUND; COLLECTION AND USE OF TIF REVENUES
7.1 Special Allocation Fund. The City has established the Special Allocation Fund,
The Special Allocation Fund is held by UMB Bank, N.A., pursuant to the Senior Bonds
Cooperation Agreements. Subject to the requirements of the TIF Act and, with respect to
Economic Activity Taxes, subject to annual appropriation by the Board of Aldermen, and with
respect to New State Revenues, subject to annual appropriation by the General Assembly and
payment by the Missouri Department of Revenue to the City, the City will promptly upon receipt
thereof deposit all Payments in Lieu of Taxes derived from Redevelopment Project Area VIII
into the PILOTs Account, all Economic Activity Taxes derived from Redevelopment Project
Area VIII into the EATS Account, and all New State Revenues into the NSR Account.
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7.2 Application of Available Junior TIF Revenues. The City hereby agrees,
subject to the terms of this Agreement, to apply fifty percent (50 %) of the Available Junior TIF
Revenues to the payment or reimbursement of Developer Reimbursable Project Costs verified
and approved, all pursuant to the terms of this Agreement, so long as there are City
Reimbursable Project Costs, or other obligations payable from Available Junior TIF Revenues
outstanding, and in the event that there are no City Reimbursable Project Costs, or other
obligations payable from Available Junior TIF Revenues, then 100% of Available Junior TIF
Revenues shall be used to pay or reimburse Developer Reimbursable Project Costs.
7.3 Disbursements from Special Allocation Fund. All disbursements from the
Special Allocation Fund will be made out of the three separate segregated accounts maintained
within the Special Allocation Fund for Payments in Lieu of Taxes, Economic Activity Taxes and
New State Revenues. Such disbursements shall be made in the following manner and order of
preference:
(a) to the payment of the Senior TIF Obligations;
(b) to the payment of actual and reasonable City internal administrative costs
incurred in administering the Redevelopment Plan up to the sum of Ten Thousand
Dollars per calendar year and actual and reasonable City out -of- pocket costs incurred in
the administering the Redevelopment Plan up to the sum of One Hundred Ten Thousand
Dollars per calendar year;
(c) with remaining Available Junior TIF Revenues being disbursed annually
on October 15 of each year: 50% for Developer Reimbursable Project Costs and 50% for
City Reimbursable Project Costs and other obligations payable from Available Junior TIF
Revenues, so long as there are City Reimbursable Costs and other obligations payable
from Available Junior TIF Revenues outstanding, and in the event that there are no City
Reimbursable Project Costs or other obligations payable from Available Junior TIF
Revenues, then 100% of Available Junior TIF Revenues shall be used to pay or
reimburse Developer Reimbursable Project Costs.
7.4 Cooperation in Determining TIF Revenues. The City agrees to take all
reasonable actions necessary to cause the TIF Revenues to be paid into the Special Allocation
Fund, including, but not limited to, the City's enforcement and collection of all such payments
through all reasonable and ordinary legal means of enforcement.
7.5 Obligation to Report TIF Revenues.
(a) For as long as Redevelopment Project Area VIII is subject to tax increment
financing:
(i) no later than sixty (60) days following payment of any Economic
Activity Taxes or New State Revenues, the taxpayer or its agent or representative
shall provide to the City documentation of the type and amount of the Economic
Activity Taxes or New State Revenues paid. The documentation presented must
clearly establish the type and amount of taxes paid and transactions which
occurred which generated Economic Activity Taxes or New State Revenues, and
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may include actual tax returns, original sales records or similar specific business
records of the taxpayer, its tenant and successors in interest;
(ii) The Developer (or its successor(s) in interest as an owner or
owner(s) of the Property) shall require each "seller" (as that term is defined in
Section 144.010(11) of the Missouri Revised Statutes, as amended) located within
the Property to provide to the City all information requested by the State in
connection with the determination of New State Revenues.
(iii) The Developer (or its successor(s) in interest as an owner or
owner(s) of any portion(s) of the Property) shall also require any purchaser or
transferee of real property and any lessee or other user of real property located
within the Property to designate sales subject to sales taxes pursuant to Chapter
144 of the Revised Statutes of Missouri, as amended, and New State Revenues to
be reported as originating from the Property to the fullest extent permitted by law
(including the inclusion of a clause so providing in the leases of the Property).
(b) The Developer shall cause such obligations to be covenants running with
the land, which covenants shall be enforceable as if such purchaser, transferee, lessee, or
other user of such real property were originally a party to and bound by this Agreement.
The Developer shall satisfy the requirements of this Section 7.5 by including the
obligations set forth in this Section as covenants of the transferee within any deed
conveying a portion of the Property to, or any lease entered into with, any "seller" or
employer of employees.
7.6 Notice to City of Transfer. After the applicable Certificate of Substantial
Completion - Developer has been approved, the Developer agrees to notify the City in writing of
any sale, transfer or other disposition of the Property or any interest therein as permitted by
Section 8.3 of this Agreement within thirty (30) days after such sale, transfer or other
disposition. Said notice shall specify the name and address of the person so acquiring any or all
of the Property or any interest therein and shall identify the Property sold, transferred or
otherwise disposed, whether by voluntary transfer or otherwise. Prior to such time, the
Developer shall comply with Section 8.3.
ARTICLE VIII.
GENERAL PROVISIONS
8.1 Developer's Rights of Termination/Remedies.
(a) Pre North Property Closing Prior to the North Property Closing, if the
City or the Authority defaults under this Agreement, which default is not remedied within
the time period set forth in Section 8.5 of this Agreement, Developer's sole remedies
shall be to either terminate this Agreement or pursue an action for specific performance.
If the Developer terminates this Agreement pursuant to a right granted under this
Agreement, the Earnest Money Deposit shall be returned to the Developer and no party
shall have any further responsibilities hereunder whatsoever, except that Developer shall
reimburse the City all amounts owed to the City pursuant to Section 4.13 of this
Agreement.
(b) Post North Property Closing After the North Property Closing Date, if
the City defaults under this Agreement, which default is not remedied within the time
period set forth in Section 8.5 of this Agreement, Developer's sole remedy shall be an
action for specific performance.
8.2 City's and Authority's Right of Termination /Remedies.
(a) Pre North Property Closing If the Developer defaults under this
Agreement prior to the North Property Closing, which default is not remedied within the
time period set forth in Section 8.5 of this Agreement or fails to close on the North
Property after all closing conditions have been satisfied or waived, the City and the
Authority's sole remedy shall be the Authority's receipt of the Earnest Money Deposit
(plus all interest accrued thereon) as liquidated damages and not as a penalty (actual
damages being difficult to ascertain) and no party shall have any further responsibilities
hereunder whatsoever, except that Developer shall reimburse the City all amounts owed
to the City pursuant to Section 4.13 of this Agreement.
(b) Post North Property Closing After the North Property Closing Date, if a
default occurs on the part of the Developer in the performance of any of its obligations
hereunder, which is not remedied within the time period set forth in Section 8.5 of this
Agreement, the City may terminate this Agreement and /or pursue an action for specific
performance, including enforcement of provisions that survive termination of this
Agreement. Upon a valid termination of this Agreement by the City, neither the
Developer nor any other person shall be entitled to reimbursement of any Developer
Reimbursable Project Costs whatsoever and the City shall have no obligation to
reimburse any Developer Reimbursable Project Costs under this Agreement.
8.3 Sale of Property.
(a) Sale of Property After approval by the City of the Certificate of
Substantial Completion - Developer for the Redevelopment Project VIII — Horizons or a
discrete portion thereof, all or any part of the Property for which the Certificate of
Substantial Completion - Developer has been approved or any interest therein may be sold,
transferred, encumbered, leased, or otherwise disposed of at any time (although any such
Property so disposed of or to which such interest pertains shall remain subject to the
terms and conditions of this Agreement), provided, however, that until such substantial
completion, the fee title to such Property can be sold, transferred or otherwise disposed
of, only with the prior written approval of the City, which approval shall not be
unreasonably withheld. conditioned or delayed upon a reasonable demonstration by the
Developer of the proposed transferee's or assignee's experience and financial capability
to undertake and complete such portions of the Redevelopment Project to be transferred
and perform the Developer's obligations under this Agreement to the extent reasonably
associated with the portion of the Property being transferred, all in accordance with this
Agreement.
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(b) Sale to Exempt Organization Prior to any sale, transfer or other
disposition of all or any portion of the Property or any interest therein to an organization
exempt from payment of ad valorem property taxes, other than the City, such
organization shall, to the extent allowed by law, be required to agree not to apply for an
exemption from payment of such property taxes and payments in lieu of taxes for a
period ending on December 31, 2029. The Developer shall make this requirement a
covenant running with the land, enforceable for such period as if such purchaser or other
transferee or possessor thereof were originally a party to and bound by this Agreement.
Notwithstanding the foregoing, up to ten percent (10 %) of the area comprising the North
Property, net of public rights of way and areas devoted to storm water drainage or
detention, and net of property owned by the City, may be owned by organizations exempt
from payment of ad valorem property taxes that receive the benefit of such exemption.
All assignees of the Developer's rights under this Agreement shall expressly assume and
be fully bound by the obligations of the Developer hereunder.
8.4 Successors and Assigns.
(a) 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.
(b) Assignment of Agreement or Duties Prior to the City's acceptance of the
Certificate of Substantial Completion - Developer for the entire Redevelopment Project
Vill — Horizons, the rights, duties and obligations of the Developer under this Agreement
may not be assigned nor shall there be any transfer, direct or indirect, of any legal,
equitable, or beneficial interest in any stock or ownership interest in Developer (or of any
ownership interest in any entity (or its constituents) holding an interest directly or
indirectly in Developer) of greater than forty -nine percent (49 %), in each case without the
City's prior written approval, in the City's sole discretion; provided, however, that (a) the
foregoing prohibition shall not apply in the event that the Developer, or in the case of an
assignment, the proposed transferee, is managed directly or indirectly by Kenneth G.
Block, and (b) the Developer shall have the right, without the consent of the City, to
assign at any time and from time to time in whole or in part its right to receipt of TIF
Revenues in payment of Developer Reimbursable Project Costs provided that the rights
of such assignee are subject to all of the terms and conditions of this Agreement, such
assignee shall have no greater rights than Developer and the City shall not be obligated to
recognize such assignment until five (5) Business Days after actual receipt of written
notice of such assignment, Any such City required consent when obtained shall relieve
the assignor of its obligations arising from this Agreement from and after the date of such
assignment so long as (i) the City has approved, by ordinance, such specified Assignee
and the Assumption Agreement pursuant to which the Assignee expressly agrees in
writing to assume and be fully bound by the obligations of the Developer hereunder from
and after the date of such assignment, and (ii) the Assignee and the City have executed
such Assumption Agreement. Notwithstanding anything herein to the contrary, the City
hereby approves, and no prior consent shall be required for the Developer to transfer its
interest in this Agreement to an entity, at least 50% of the interest of which is owned by
the Developer; provided that such transfer shall not affect the obligations of Developer
hereunder to complete the Redevelopment Project ME — Horizons or Redevelopment
M
Project III — East/West Connectors. The Developer agrees to provide written notice of
any assignment or transfer under the preceding sentence within 30 days thereof. All
assignees of the Developer's rights under this Agreement shall expressly assume and be
fully bound by the obligations of the Developer hereunder.
8.5 Default. Except as otherwise provided in this Agreement and subject to the
Developer's and the City's respective rights as set forth in Sections 8.1 and 8.2, in the event of
any default in or breach of any term or conditions of this Agreement by any party, or any
permitted successor or assign, the defaulting or breaching party shall, upon written notice from
the other parties specifying such default or breach, proceed immediately to care or remedy such
default or breach, and shall, in any event, within thirty (30) days after receipt of notice, cure or
remedy such default or breach. In the event that the default or breach is of such a nature that it
cannot reasonably be cured within such thirty (30) day period, then provided that the defaulting
party diligently and in good faith commenced the cure or remedy of such default or breach
within such thirty (30) day period and diligently pursues such cure or remedy, the period for cure
shall be extended for such period of time as is necessary in order to complete such cure.
8.6 Force Majeure. Neither the City, the Authority nor the Developer shall be
considered in breach or default of their respective obligations under this Agreement, and times
for performance of obligations hereunder shall be extended in the event of any delay caused by
or resulting from damage or destruction by fire or casualty; strike; lockout; civil disorder; war;
shortage or delay in shipment of material or fuel; acts of God; unusually adverse weather; or
other like causes beyond the parties' reasonable control, including without limitation any
litigation, court order or judgment resulting from any litigation affecting the validity of the
Redevelopment Plan, the Redevelopment Projects or this Agreement (an event of "Force
Majeure'); provided that neither the Developer, on the one hand, nor the City or the Authority,
on the other hand, shall be excused from performance by reason of an event of Force Majeure
attributable to an event or circumstance caused by its or their own act or omission.
8.7 Notices, All notices, demands, consents, approvals, certificates and other
communications required by this Agreement to be given by any party hereunder shall be in
writing and shall be hand delivered or sent by United States first class mail, postage prepaid,
addressed to the appropriate party at its address set forth below, or at such other address as such
party shall have last designated by notice to the other. Notices, demands, consents, approvals,
certificates and other communications shall be deemed given when delivered or three days after
mailing; provided, however, that if any such notice or other communication shall also be sent
before 5:00 p.m. Central Time, on any Business Day by telecopy or fax machine, such notice
shall be deemed given at the time and on the date of machine transmittal and if sent after 5:00
p.m. Central Time, then on the next Business Day if the sending party receives a written send
verification on its machines and forwards a copy thereof with its mailed or courier delivered
notice or communication.
In the case of the Developer, to:
BK Properties, LLC
Attention: Kenneth G. Block
700 W. 47'" Street, Suite 200
49
Kansas City, Missouri 64112
Facsimile: 816- 932 -5598
With a copy to:
Polsinelli Shalton Flanigan Suelthaus PC
700 W. 47 "' Street, Suite 1000
Kansas City, Missouri 64112
Attention: Irwin E. Blond
Facsimile: 816 - 753 -1536
In the case of the City, to:
City of Riverside
City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Attention: David Blackburn/Brent Miles
Facsimile: 816- 746 -8349
With a copy to:
Armstrong Teasdale LLP
2345 Grand, Suite 2000
Kansas City, Missouri 64108
Attention: John McClelland
Facsimile: 816- 221 -0786
In the case of the Authority to:
The Industrial Development Authority of the City of Riverside, Missouri
City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Attention: President
Facsimile: 816- 746 -8349
With a copy to:
Armstrong Teasdale LLP
2345 Grand, Suite 2000
Kansas City, Missouri 64108
Attention: John McClelland
Facsimile: 816- 221 -0786
8.8 Conflict of Interest. No member of the Board of Aldermen, the TIF
Commission, or the Authority, 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
50
or services for the Redevelopment Area, shall participate in any decisions relating thereto which
affect that member's personal interests or the interests of any corporation or partnership in which
that member is directly or indirectly interested. Any person having such interest shall
immediately, upon knowledge of such possible conflict, disclose, in writing, to the Board of
Aldermen, or the Authority, as applicable, the nature of such interest and seek a determination by
the Board of Aldermen or the Authority, as applicable, with respect to such interest and, in the
meantime, shall not participate in any actions or discussions relating to the activities herein
proscribed.
8.9 Inspection. The City may conduct such periodic inspections of the
Redevelopment Project I /III — Horizons and Redevelopment Project III — East /West Connectors
as may be generally provided in the City Code. In addition, the Developer shall allow other
authorized representatives of the City reasonable access to the Redevelopment Project I/III —
Horizons and Redevelopment Project III — East/West Connectors site from time to time upon
reasonable advance notice prior to the completion of the Redevelopment Project I /III — Horizons
and Redevelopment Project III — East/West Connectors for inspection thereof pursuant to this
Agreement. This notice requirement in no way affects or limits the rights and abilities of the
City to conduct inspections and enter property pursuant to the City Code. The Developer shall
not deny the City and its officers, employees, agents and independent contractors the right to
inspect, upon reasonable prior written request, all architectural, engineering, demolition,
construction and other contracts and documents pertaining to the construction of the
Redevelopment Project UIII — Horizons and Redevelopment Project III — East/West Connectors.
8.10 Choice of Law. This Agreement shall be taken and deemed to have been fully
executed, made by the parties in, and governed by the laws of State of Missouri for all purposes
and intents without regard to conflict of law statutes.
8.11 Entire Agreement; Amendment. It is agreed and understood by the parties that
this Agreement embodies the entire understanding and represents the full and final agreement
among the parties with respect to the subject matter hereof and supersede any and all prior
commitments, agreements, discussions, representations, and understandings, whether written or
oral, relating to the subject matter hereof; that this Agreement may not be contradicted or varied
by evidence of prior or contemporaneous written or oral agreements or discussions of the parties,
or subsequent oral agreements or discussions of the parties; that there are no oral agreements
among the parties, and no representations, agreements or promises not set forth herein have been
made. Without limiting the foregoing, Developer acknowledges that: (i) no promise or
commitment has been made to it by or on behalf of the City or the Authority other than as set
forth in this Agreement; and (ii) except as otherwise expressly provided herein, this Agreement
supersedes and replaces any and all proposals, letters of intent and approval and commitment
letters relating to the subject matter hereof, none of which shall be considered a part of this
Agreement unless expressly incorporated into this Agreement. This Agreement shall be
amended only in writing and effective when signed by the parties.
8.12 Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall constitute one and the same instrument.
51
8.13 Severability. In the event any term or provision of this Agreement is held to be
unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and
effect, to the extent the remainder can be given effect without the invalid provision.
8.14 Representatives Not Personally Liable. No elected or appointed official, agent,
employee or representative of the City or the Authority shall be personally liable to the
Developer in the event of any default or breach by any party under this Agreement, or for any
amount which may become due to any party or on any obligations under the terms of this
Agreement.
8.15 Attorney's Fees. The City and the Authority, on the one hand, and Developer, on
the other hand, each shall be responsible for the fees and expenses of their respective legal
counsel incurred in connection with this Agreement and the transactions contemplated
hereunder; provided, however, in any dispute arising out of or relating to this Agreement,
including any action to enforce this Agreement against a defaulting or breaching party pursuant
to Section 8.5, the prevailing party in any legal proceeding shall recover from the non - prevailing
party the prevailing party's reasonable attorney's fees.
8.16 Release and Indemnification. The indemnifications and covenants contained in
this Section shall survive termination or expiration of this Agreement.
(a) Neither the City, the Authority nor their respective governing bodies
members, officers, agents, attorneys, employees and independent contractors shall be
liable to the Developer for damages or otherwise in the event that all or any part of the
TIF Act, or any ordinance adopted in connection with either the TIF Act, this Agreement
or the Redevelopment Plan, is declared invalid or unconstitutional in whole or in part by
the final (as to which all rights of appeal have expired or have been exhausted) judgment
of any court of competent jurisdiction, and by reason thereof either the City or the
Authority is prevented from performing any of the covenants and agreements herein or
the Developer is prevented from enjoying the rights and privileges hereof.
(b) The Developer releases from and covenants and agrees that the City, the
Authority and their respective governing body members, officers, agents, attorneys,
employees and independent contractors shall not be liable for, and agrees to indemnify
and hold harmless the City, the Authority, and their respective governing body members,
officers, agents, attorneys, employees and independent contractors against any and all
claims, demands, liabilities and costs, including reasonable attorneys' fees, costs and
expenses, arising from damage or injury, actual or claimed, to persons or property
occurring or allegedly occurring as a result of any acts or omissions of the Developer, its
governing body members, officers, agents, attorneys, employees and independent
contractors, in connection with its or their activities conducted pursuant to this
Agreement.
(c) Neither the City nor its governing body members, officers, agents,
attorneys, employees and independent contractors shall be liable for any damage or injury
to the persons or property of the Developer or its officers, agents, employees,
independent contractors or any other persons who may be about the Property except, to
OFA
the extent required by law, for matters arising out of the gross negligence or willful
misconduct of the City and its governing body members, officers, agents, attorneys,
employees and independent contractors. Nothing in this Agreement shall be a waiver of
any sovereign immunity defense available to the City or its governing body members,
officers, agents, attorneys, employees and independent contractors.
(d) Neither the Authority nor its governing body members, officers, agents,
attorneys, employees and independent contractors shall be liable for any damage or injury
to the persons or property of the Developer or its officers, agents, employees,
independent contractors or any other persons who may be about the Property except to
the extent required by law for matters arising out of the gross negligence or willful
misconduct of the Authority and its governing body members, officers, agents, attorneys,
employees and independent contractors. Nothing in this Agreement shall be a waiver of
any sovereign immunity defense available to the Authority or its governing body
members, officers, agents, attorneys, employees and independent contractors.
(e) 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 contractors in their individual
capacities.
(f) All covenants, stipulations, promises, agreements and obligations of the
Authority contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of the Authority and not of any of its governing body
members, officers, agents, attorneys, employees or independent contractors in their
individual capacities.
(g) No governing body members, officers, agents, attorneys or employees of
the City or the Authority shall be personally liable to the Developer in the event of a
default or breach by any party under this Agreement.
(h) The Developer releases from and covenants and agrees that the City, the
Authority and their respective governing body members, officers, agents, attorneys,
employees and independent contractors shall not be liable for, and agrees to indemnify
and hold the City, the Authority and their respective governing body members, officers,
agents, attorneys, employees and independent contractors, harmless from and against any
and all third party suits, interest, claims and cost of reasonable attorneys fees incurred by
any of them, resulting from, arising out of, or in any way connected with: (i) the
enforcement of this Agreement or the enforcement or validity of any other agreement or
obligation made in connection therewith and their approvals (excluding opinions of
counsel and of the City's financial advisors whenever such claim is based on such party's
own negligence); (ii) the negligence or willful misconduct of the Developer or its
officers, agents, employees or independent contractors in connection with the design,
management, development, redevelopment and construction of any portion of
Redevelopment Project I /III or the TIF Reimbursable Work, or (iii) the compliance by the
Developer with all applicable state, federal and local environmental laws, regulations and
53
ordinances as applicable to the Property, Redevelopment Project I/III and the TIF
Reimbursable Work. The foregoing release and indemnification shall not apply in the
case of such liability arising directly out of the gross negligence or malicious acts or
omissions of the City, the Authority or their respective governing body members,
officers, agents, attorneys, employees and independent contractors in connection with its
or their activities conducted pursuant to this Agreement, nor arising out of or directly
attributable to a breach or misrepresentation of a warranty or representation of the City or
the Authority contained in this Agreement.
8.17 Survival. Notwithstanding the expiration or termination or breach of this
Agreement by any party, the agreements contained in Sections 3.3 and 3.5(a)(iii) if the North
Property Closing has occurred, and Sections 3.11(a), 3.15, 3.16, 3.17, 3.18, 3.19, 4.4, 4.6, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 7.2, 7.3, 7.4, 7.5, 7.6, 8.7, 8.8,
8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15 and 8.16 of this Agreement shall, except as otherwise
expressly set forth herein, survive such early expiration or early termination of this Agreement
by any party.
(The remainder of this page is intentionally left blank.)
54
IN WITNESS WHEREOF, the City, the Authority and the Developer have caused this
Agreement to be executed in their respective names as of the date first above written.
"CITY"
(SEAL)
4 Att 41R�usick, City Clerk
CITY OF RIVERSIDE, MISSOURI
By: 4 ,16 F! ��t
Ka hleen L. Rose, Mayor
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this �� day of Vp- cUcu C. 2008, before me appeared Kathleen L.
Rose, to me personally known, who, being by me duly sworn, did say that she is the Mayor of
the CITY OF RIVERSIDE, MISSOURI, a political subdivision of the State of Missouri, and that
the seal affixed to the foregoing instrument is the seal of said City, and said instrument was
signed and sealed in behalf of said City by authority of its Board of Aldermen, and said
individual acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.
ww&&
Nota Public
My Commission Expires: �pveSn� \3, 2O \\
01
IN WITNESS WHEREOF, the City, the Authority and the Developer have caused this
Agreement to be executed in their respective names as of the date first above written.
"AUTHORITY"
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE C TY OF
RIVERSIDE, MISSOURF A
(SEAL)
Attest:
I
Sarah Wagner, Assist na Y Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
G
On this day of 2008, before me appeared Wayne Snyder,
to me personally known, who, beft by me duly sworn, did say that he is the President of THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI,
an industrial development authority organized pursuant to Chapter 344, RSMo., and that the seal
affixed to the foregoing instrument is the seal of said Authority, and said instrument was signed
and sealed in behalf of said Authority by authority of its Board of Directors, and said individual
acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.
2 j
Notary Pu lic
My Commission Expires: SUSAN WILLIAMS-U�9OTEAU
1009
Y r ` Notary pub stattery s
,�ekeon County -state of PAfoswui
Commiaeton #05448172
MY t;omwwon Expires 05100109
01
IN WITNESS WHEREOF, the City, the Authority and the Developer have caused this
Agreement to be executed in their respective names as of the date first above written.
"DEVELOPER" BK PROPERTIES, LL a Missouri limilrd
liability compan
By:
Kenneth 6. BI k, Managing Member
STATE OF MISSOURI
) SS.
COUNTY O 67 �J 1' }
On this a 5f k day of 2008, before me appeared Kenneth G.
Block, to me personally known, who, being by m duly sworn, did say that he is the sole
managing member of BK Properties, LLC, a Missouri limited liability company, and that he is
authorized to sign the instrument on behalf of said limited liability company by authority of its
sole member /manager, and acknowledged to me that he executed the within instrument as said
company's free act and deed.
�MONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the and State aforesaid, the day / and
f / year first above written,
Notary Public
My Commission Expires: SHERIL.FINLEY
�
= - My eommisslon Expires
.: NOTARI'? March 1, 2010
SEAL := Clayeounly
OF -Z3 Commission #06447330
57
EXHIBIT A
Legal Description of North Property
[SUCH PROPERTY AS GENERALLY DEPICTED ON THE ATTACHED WITH THE
LEGAL DESCRIPTION TO BE ADDED ONCE SURVEY IS OBTAINED]
F.W
EXHIBIT B
Legal Description of South Property
[SUCH PROPERTY GENERALLY DEPICTED ON THE ATTACHED WITH THE
LEGAL DESCRIPTION TO BE ADDED ONCE SURVEY IS OBTAINED]
FM
DEVELOPER EXHIBIT C
Developer Reimbursable Project Costs
CiTEGORY
(a)
Site Preparation Costs for Redevelopment Project III— East/West Connectors.
(b)
Public Improvements Costs for Redevelopment Project III — East/West Connectors
(includes sidewalk improvements, stormwater, sanitary sewer, water main, landscaping,
lighting, gas and electric improvements and related improvements, all in the public right
of way and all to the extent constructed as a part of such street project and swales in
public right of way or drainage easement in favor of the City to the extent constructed as a
pant of such street project).
(c)
Environmental Testing, Remediation and /or Abatement Costs (includes the testing for and
removal and disposal of toxic or hazardous substances or materials within public right -of-
way associated with the Redevelopment Project III — East/West Connectors), Geo
Technical survey and testing associated with the Redevelopment Project III — East/West
Connectors.
(d)
City, County, State and Federal license fees, permit fees and inspection fees for
Redevelopment Project III East /West Connectors.
(e)
Architectural design fees, civil engineering fees, structural engineering fees and
construction management services costs for Redevelopment Project III — East/West
Connectors.
' Any costs in the above Cost Categories will be considered a Developer Reimbursable Project
Cost only if the TIF Reimbursable Work is performed pursuant to a written contract
competitively bid and awarded to the lowest and best bidder (to the extent competitive bidding is
required pursuant to Section 4.1 of this Agreement), in Developer's reasonable judgment with
such selected bidder being subject to the approval of the City which approval shall not be
unreasonably withheld, conditioned or delayed, and the scope of work and contract amount,
including change orders, have been approved in writing by the City, provided further that such
total costs shall not exceed, in the aggregate, an amount equal to $10,000,000 plus interest as
provided in this Agreement.
C -1
EXHIBIT D
List of City Additional Levee Reimbursable Project Costs
The total amount of City Additional Levee Reimbursable Project Costs as of October 31, 2007 is
$861,135.18. Additional City Additional Levee Reimbursable Project Costs of approximately
$250,000 are currently anticipated. Although there may be future additional City Additional
Levee Reimbursable Project Costs which are not currently anticipated, any City Additional
Levee Reimbursable Project Costs in excess of $1,111,135.18 ($861,135.18 +$250,000 already
incurred and anticipated) shall not be Senior TIF Obligations.
D -1
EXHIBIT E
Form of Certificate of
Developer Reimbursable Project Costs
TO:
City of Riverside
Attention: Economic Development Director
2950 NW Vivion Road
Riverside, Missouri 64150
Re: City of Riverside, Missouri, City L -385 Levee Redevelopment Plan
Redevelopment Project VIII — East/West Connectors
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Purchase and Development Agreement dated as of , 2008 (the "Agreement"),
between the City, the Industrial Development Authority of the City of Riverside, Missouri and
BK Properties, LLC, a Missouri limited liability company (the "Developer "). In connection
with said Agreement, the undersigned hereby states and certifies that:
1. Each item listed on Schedule 1 hereto is a Developer Reimbursable
Redevelopment Project Cost and was incurred in connection with the construction of
Redevelopment Project VIII — East/West Connectors.
2. Each item listed on Schedule 1 hereto was incurred pursuant to and in accordance
with a City approved written contract for such item.
3. Each item listed on Schedule 1 hereto was incurred for work which was
competitively bid and awarded to the lowest and best bidder and such work was performed by
and is payable to such lowest and best bidder in Developer's reasonable judgment and such
selected bidder has been approval by the City.
4. These Developer Reimbursable Project Costs have been paid by the Developer
and are reimbursable on a pay -as- you -go basis under the Agreement.
5. Each item listed on Schedule 1 has not previously been paid or reimbursed from
money derived from the Special Allocation Fund, and no part thereof has been included in any
other certificate previously filed with the City.
6. There has not been filed with or served upon the Developer any notice of any lien,
right of lien or attachment upon or claim affecting the right of any person, firm or corporation to
receive payment of the amounts stated in this request, except to the extent any such lien is being
contested in good faith.
7. All necessary permits and approvals required for the portion of the TIF
Reimbursable Work for which this certificate relates have been issued and are in full force and
effect.
E -1
8. All TIF Reimbursable Work for which payment or reimbursement is requested
has been performed in a good and workmanlike manner and in accordance with the
Redevelopment Plan and the Agreement.
9. If any cost item to be reimbursed under this Certificate is deemed not to constitute
a "redevelopment project cost' within the meaning of the TIF Act and the Agreement, the
Developer shall have the right to substitute other eligible Developer Reimbursable Project Costs
for payment hereunder.
10. The Developer is not in default or breach of any term or condition of the
Agreement beyond the applicable cure period, if any.
Dated this day of
BK PROPERTIES, LLC
By:_
Name:
Approved for payment this day of 20_.
CITY OF RIVERSIDE, MISSOURI
By:_
Name:
Title:
E -2
Schedule 1
The Developer has incurred the following Developer Reimbursable Project Costs:
Payee: Amount: Description of Developer Reimbursable Project Costs:
E -3
EXHIBIT F
Form of Certificate of Substantial Completion - Developer
CERTIFICATE OF SUBSTANTIAL COMPLETION - DEVELOPER
The undersigned, BK Properties, LLC, a Missouri limited liability company (the
"Developer "), pursuant to that certain Purchase and Development Agreement dated as of
, 2008, between the City of Riverside, Missouri (the "City "), the Industrial
Development Authority of the City of Riverside, Missouri and the Developer (the "Agreement
hereby certifies to the City as follows:
1. That as of the construction of the
Redevelopment Project I/III - Horizons and /or the TIF Reimbursable Work (as those
terms are defined in the Agreement) or portion thereof described as follows
has been substantially completed in accordance with the
Agreement.
2. All work has been performed in a workmanlike manner and substantially in
accordance with the Construction Plans (as those terms are defined in the Agreement).
3. This Certificate of Substantial Completion is accompanied by the project
architect's or owner representative's certificate of substantial completion on AIA Form G -704
(or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and
incorporated herein by reference, certifying that the Redevelopment Project or portion thereof
described herein has been substantially completed in accordance with the Agreement.
4. Mechanics lien waivers for the TIF Reimbursable Work have been obtained.
5. This Certificate of Substantial Completion is being issued by the Developer to the
City in accordance with the Agreement to evidence the Developer's satisfaction of all material
obligations and covenants with respect to the Redevelopment Project described herein.
Upon such acceptance by the City, the Developer may record this Certificate in the office
of the County Recorder of Deeds. This Certificate is given without prejudice to any rights
against third parties which exist as of the date hereof or which may subsequently come into
being. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Agreement described herein.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day
of 20 .
BK PROPERTIES, LLC
ACCEPTED:
F -1
CITY OF RIVERSIDE, MISSOURI
(Insert Notary Form(s) and Legal Description)
F -2
EXHIBIT G
Permitted Exceptions as to Title and Survey
The following easements shall be Permitted Exceptions as to Title and Survey provided the
actual location of such easement and the facilities located within such easement are not more
than thirty (30) feet from the south line of the railroad easement/right -of -way:
15' Pipeline Easement at B658P11 in the Platte County, Missouri Recorders Office, and
5' AT &T Easement 13724P777 in the Platte County, Missouri Recorders Office
City easement and Missouri American Water Company easement referenced in Section 3.22 of
this Agreement.
The following shall be a Permitted Exception as to Title and Survey:
70' KCPL Easement 13694P3 in the Platte County, Missouri Recorders Office, as well as any
encroachment of KCPL facilities outside of such easement; provided however, this shall not in
any way affect the Developer's rights to require KCPL to relocate its facilities which are outside
of its easement to inside its easement.
Easements required for the utilities referenced in Section 3.16(d).
Easements and rights -of -ways set forth in Exhibit Q to this Agreement.
That certain Cultivation, Pasturage And Driving Range Lease dated as of January 1, 2008,
among Authority and Robert W. & Lillie Marie Gieseke, a copy of which has been provided to
the Developer
G -1
EXHIBIT H
Time Table for Funding Availability and Construction
Description of Project
Projected
Projected
Projected
Evidence of
Bid Date
Construction
Construction
Funding
Start
End
Horizons Parkway:
One and one half (I %) miles
Phase 2:
March 2008
July 2009
Appropriation
of four (4) lane commercial
January 2008
of funds by City
parkway connecting State
Highway 9 with the newly
constructed interchange at I-
635 and Horizons Parkway.
This portion of the project
includes a four (4) lane bridge
over the BNSF Railroad,
drainage structures, street
lighting and future landscaping
areas.
9 Highway Improvements:
January 2008
March 2008
July 2009
Appropriation
of funds by City
Approximately one (I) mile of
improvements, including an
eastbound traffic lane on 9
Highway, turn lanes,
deceleration and acceleration
lanes and si nalization.
Utilities:
March 2008
April 2008
December 2008
Appropriation
A new sanitary sewer pump
of funds by City
station and approximately one
and Contract let
(1) mile of force main to
to Contractor.
connect to existing pump
station for processing of solid
waste at the Kansas City
Sewage Treatment Facility.
Sanitary Extension Project:
May 2008
June 2008
December 2008
Appropriation
of funds by City
A 30" PVC sanitary sewer
extension from the sanitary
and Contract let
sewer lift station to Horizons
to Contractor.
Parkway as depicted on
Exhibit I.
H -1
EXHIBIT I
Sanitary Sewer Extension Route
I -1
is
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EXHIBIT J
The Horizons Business Park Acquisition & Development Proposal
J -1
On File at the Law Office of Armstrong Teasdale, LLP
EXHIBIT K
Horizons Parkway, Phase 2, and Highway 9 Improvement Overview
K461
�{
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J
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� s3'3r ` ,fw�
EXHIBIT L
Preliminary Alignment of Argosy Casino Parkway
�H
L -1
EXHIBIT M
TIF Development Schedule
M -1
iLt
4 1 0
Uli
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EXHIBIT N
Agreement Allocating Benefits
12251
Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments
Relating to the Riverside Quindaro Bend Levee District of Platte County,
Missouri.
Date of Document:
Grantor:
Address:
Grantee:
Address:
Legal Description: See Exhibit A
RETURN RECORDED DOCUMENT TO RIVERSIDE QUINDARO BEND LEVEE
DISTRICT OF PLATTE COUNTY, MISSOURI
C/o Michael McGinness,
McGinness and Shaw
303 Marshall Road, Suite I
P.O. Box 168
Platte City, MO. 64079
AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX
ASSESSMENTS RELATING TO
THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT
OF PLATTE COUNTY, MISSOURI
This Agreement is made as of between
( "Grantor "), having an address of
mine
( "Grantee "), having an address
Whereas, In The Matter of Riverside - Quindaro Bend Levee District Platte County,
Missouri, Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial
District (the "Court"), benefits in the amount of $ (`Benefits ") were assessed
against the property generally known in the Riverside - Quindaro Bend Levee District of Platte
County, Missouri ("Levee District ") as Tract , Tax Parcel No.
("Original Tract"); and
Whereas, the Original Tract has been subdivided or split into one or more parcels
("Current Tracts "); and
Whereas, the Levee District assesses annual debt service, maintenance and other taxes
based upon the benefits assessed by the Court against each tract of land; and
Whereas, the parties desire that the Benefits of the Original Tract be allocated between
the Current Tracts as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and premises contained
in this Agreement, the parties agree as follows:
1. Tax Parcel Numbers and Legal Descriptions The parties represent and
warrant that the tax parcel numbers and legal descriptions for the Current Tracts are as follows:
Owner of Tract
Tax Parcel Number
Legal Description
-1
See Exhibit A/Tract
-2
See Exhibit A/Tract
2. Desianation of Tract Numbers The Original Tract was Tract No. _. The
parties agree that the Current Tracts shall be numbered as follows
Current Tracts
Tax Parcel Number
Le al Description of Tract
-1
See Exhibit A/Tract
-2
See Exhibit A/Tract
3. Allocation of Benefits The parties hereby irrevocably agree that the Benefits
shall be allocated between the Current Tracts as follows:
Original Tract
Tax Parcel No.
Original Benefits
Current Tracts
Tax Parcel No.
Allocation of Benefits
Tract -1
Tract -1
TOTAL BENEFITS
4. Running with the Land The provisions of this Agreement shall be perpetual
covenants running with the land and shall inure to the benefit of the Levee District, the parties
and their respective successors and assigns, and be binding upon the parties and their respective
successors, assigns, and grantees, including but without limitation, all subsequent owners of any
parcel or property affected hereby and all persons claiming under or through them.
5. Representations and Warranties Each of the parties to this Agreement hereby
represents and warrants to the other and to the Levee District that:
a. The owner of each Tract is, on the date hereof, as set forth above.
b. Each of the tax parcel numbers set forth above are true and correct.
C. No other parties have any ownership interest in either Tract or Tract
d. Each person executing this document has the full power and authority to
execute this document _ individually or _ on behalf of the respective
company and has the power and authority to legally bind
himself/herself or _ the company as set forth herein,
6. Rec r in . Grantor and Grantee represent and warrant to the Levee District that:
a. This Agreement will, within five business days of execution, be filed in
the Office of the Platte County Recorder of Deeds.
b. Within five business days of recording, a certified copy of this Agreement
evidencing the recording information, shall be provided to the Levee
District, c/o Michael McGinness, McGinness & Shaw, LLC, 303 Marshall
Road, Suite 1, P.O. Box 168, Platte City, Missouri 64079.
7. Reliance and Third Party Beneficiary The Levee District shall be entitled to
rely upon this Agreement in preparing its Tax Book and all other records for the current year and
every year thereafter. The parties agree that the Levee District is an intended third party
beneficiary of this Agreement and may irrevocably rely upon the terms and provisions of this
Agreement.
S. Amendments This Agreement may not be revoked, amended or modified except
in a writing executed by the parties after the form of such amendment has been approved by the
Levee District. Such amendment must be recorded of record and a fully executed and recorded
copy of each and every amendment must be provided to the Levee District as required for this
Agreement under Section 6 above. No amendment shall be effective as to the Levee District
unless and until such amendment is approved by the Levee District and a copy of the fully
executed and recorded amendment is actually received by the Levee District. To be effective for
any tax year, such fully executed and recorded amendment must be actually received by the
Levee District no later than August 15 of such tax year.
11
IN WITNESS WHEREOF, the duly authorized representatives of the parties to this
Agreement have executed this Agreement as of the date fast above written,
"Grantor"
0
Name:
Title:
"Grantee"
By:
Name:
Title:
STATE OF MISSOURI )
) SS.
COUNTY OF )
On this day of 20,, before me appeared
to me personally known, who, being by me duly sworn, did say that he is the of
, a of the State of Missouri, and
that said instrument was signed on behalf of said company, by authority of its
; and said acknowledged said instrument to be
the free act and deed of said
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Notary Public
My Commission Expires:
STATE OF MISSOURI )
SS,
COUNTY OF )
On this day of 20 before me appeared
kn
to me personally own, who, being by me duly sworn, did say that he is the of
, a of the State of Missouri, and
that said instrument was signed on behalf of said company, by authority of its
; and said acknowledged said instrument to be
the free act and deed of said
IN TESTIMONY WHEReoF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid, the day and year first above written.
Notary Public
My Commission Expires:
EXHIBIT A
LEGAL DESCRIPTIONS OF CURRENT TRACTS
Tract — Tax Parcel No,
INSERT LEGAL
Tract — Tax Parcel No.
INSERT LEGAL
EXHIBIT O
City Facility Criteria
The site must be two (2) acres in sizes.
2. The site must be as close to square as possible.
3. The site must be located with direct access to east /west or north/south streets and
shall not require crossing railroad tracks for ingress or egress.
4. The site must have two entrances with direct access to both eastbound and westbound
lanes. No median, intersection or other improvements shall interfere with such direct
access.
The site must have an adequate water supply, as determined by the City, on the site.
The site must have available sanitary sewer set and electric on the site.
The site must have no restriction, easements or encumbrances which would, in the
reasonable discretion of the City, restrict the use of the site for its intended put
8. Location east or west of Horizons Parkway is acceptable.
9. The site shall be able to be serviced as set forth above and ready for internal
development prior to time that it is required to be transferred to the City under the
Purchase and Development Agreement (four [4] years is acceptable).
10. There shall be no CID Special Assessment on the land referred to in this Exhibit.
Ism
EXHIBIT P
Form of Certificate of Commencement of TIF Reimbursable Work
DELIVERED BY
BK PROPERTIES, LLC
The undersigned, BK Properties, LLC (the "Developer "), pursuant to that certain
Purchase and Development Agreement dated as of , 2008, between the City
of Riverside, Missouri (the "City "), The Industrial Development Authority of the City of
Riverside, Missouri, and Developer (the "Agreement ") hereby certifies to the City as follows:
1. All property within Redevelopment Project Area I /III necessary for the
Redevelopment Project III — East/West Connectors (as legally described on Appendix A attached
hereto and by this reference incorporated herein and made a part hereof), has been acquired by
Developer or a Related Entity in accordance with the Agreement.
2. Developer has entered into an agreement (which agreement has been approved by
the City) with a contractor or contractors to construct Redevelopment Project III — East/West
Connectors. If this Certificate is being issued with respect to only a portion of such
Redevelopment Project, please identify
3. Developer has obtained all necessary financing to complete Redevelopment
Project III— East/West Connectors.
4 This Certificate of Commencement of Construction is being issued by Developer
to the City in accordance with the Agreement to evidence Developer's satisfaction of all
obligations and covenants with respect to commencement of construction of Redevelopment
Project III — East /West Connectors.
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of
, 20
BK PROPERTIES, LLC
By:
Name:
P -1
EXHIBIT Q
North Property Easements and Rights -of -Ways
Q -1
LEVEE DISTRICT DETENTION POND
All that part of fractional Section 8, Township 50 North, Range 33 West, in the City of
Riverside, Platte County, Missouri, being more particularly described as follows:
Commencing at the Northwest corner of the Northeast Quarter of said fractional Section 8, said
point being marked by a 4 inch square concrete marker with a %z inch iron bar in the middle;
thence South 00° 25' 12" West, along the West line of the Northeast Quarter of said fractional
Section 8, a distance of 1,503.00 feet to the True Point of Beginning; thence North 72 11' 33"
East a distance of 1,242.38 feet to a point on the West right -of -way line of Interstate Route 635;
thence South 14 30'26" West, along the West right -of -way line of Interstate Route 635, a
distance of 316.58 feet; thence South 37° 09 West, along the Northwesterly right -of -way
line of Interstate Route 635, a distance of 460.03 feet; thence South 51 36'49" West, along the
Northwesterly right -of -way line of Interstate Route 635, a distance of 464.49 feet; thence South
71° 47'04" West, along the North right -of -way line of Interstate Route 635, a distance of 473.55
feet; thence South 85 13'37 West, along the North right -of -way line of Interstate Route 635, a
distance of 17.17 feet to a point on the West line of the Northeast Quarter of said fractional
Section 8; thence continuing South 85° 13'37" West, along the North right -of -way line of
Interstate Route 635, a distance of 146.57 feet; thence North 00° 11' 11" East a distance of
698.39 feet; thence North 73 15'50" East a distance of 155.75 feet to the True Point of
Beginning. Containing 807,325.06 square feet or 18.5336 acres, more or less.
The bearings used in this description are based upon the West line of the Northeast Quarter of
said fractional Section 8 being South 00° 25' 12" West and the North line of the Northeast
Quarter of said fractional Section 8 being South 88° 47' 58" East.
EXHIBIT
RIVERSIDE, PLATTE COUNTY, MISSOURI
TRACT PSE
LEGEND
R/W — PERMANENT AAC �`P BNSF R/W
RIGHT —OF —WAY
PSE— PUMP STATION EASEMENT
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City of Riverside. Missouri
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SCALE
I i RIVERSIDE FORCE MAIN
100 0 100 200' CITY OF RIVERSIDE
M[SSOURI
/h .
STATE OF MISSOURI sa 015793
COp�TYYOFVIATIE
I CERTIFY INSTRUMENT RtCE1VEp
2001 OCT —4 A 9: Ol 8
5 00�{ ° o��.t cb. coso
SPECIAL WARRANTY DEED
by
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE, MISSOURI,
MAILING ADDRESS: 2950 NW Vivion Road, Riverside, Missouri 6450 ,
GRANTOR.
to
G7
Ca
HARRY C. AND LUCILLE C. EDWARDS
Husband and wife G3
MAILING ADDRESS: 4408 Baltimore Court, Kansas City, Missouri 6 116
GRANTEE
Relating to Premises in: i
Platte County, Missouri
LEGAL DESCRIPTION: See Exhibit A
DATED: September 2007
Retum eeor to{
Lori Albert
✓ Armstrong Teasdale LLP
2345 Grand, Suite 2000
Kansas City, Missouri 64108
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of September V by THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, Missouri, a public
corporation organized and existing under the laws of the State of Misso 'i as grantor
('Grantor'), with a mailing address of 2950 NW Vivion Road, Riverside, Missc Uri 64150 to
HARRY C, AND LUCILLE C. EDWARDS, husband and, wife, as grantee ( "Gra tee "), with a
mailing address of 4408 Baltimore Court, Kansas City, Missouri 64116,
WITNESSETH: THAT GRANTOR, in consideration of the sum of TEN ND N01100
DOLLARS ($10.00) and other valuable consideration to it in hand paid by Grante (the receipt
of which is hereby acknowledged) does by these presents, BARGAIN and SELL, C ONVEY and
CONFIRM unto Grantee, its successors and assigns, the lots, tracts or parcels o land, lying,
being and situate in the County of Platte and State of Missouri as described on Exhibit
attached hereto.
WITNESSETH: THAT GRANTOR, is retaining a Temporary Constructio Easement in
favor of the City of Riverside, Missouri, a fourth class city of the State of Misso , 2950 N.W,
Vivion Road, Riverside, Missouri 64150, ("the City ") for use in the establishment, building and
construction of public streets, alleys, roadways and thoroughfares (together with ill necessary
appurtenances thereto) and widening, re establishment reconstruction, and repair of misting streets,
alleys, thoroughfares, and roadways; the construction, reconstruction and repair of s 'tary sewer
lines, forcemains, water lines, storm sewers, drainage ditches, waterways, and otler municipal
projects; on, over, under, and across the land in the County of Platte, and the State o Missouri as
described on Exhi it A attached hereto.
PURSUANT TO THE TEMPORARY CONSTRUCTION EASEMENT, the City, its
employees and duly authorized agents, its contractors and their employees shall hay the right to
enter upon the land described on &hibit A at any and all times to construct, build, rc pair, survey;
operate and store machinery and equipment; establish, alter and change grade and contour of the
land; remove trees, brush, shrubbery, bushes, permanent structures and personal property
including fences; and to use land for all reasonable purposes during the construction period of
the project; and for ninety (90) days thereafter, at which time all rights of the; City herein
conveyed in land described on Exhibit A shall terminate and cease.
PURSUANT TO THE TEMPORARY CONSTRUCTION EASEMD T, Grantor
warrants that the City will restore, replace, relocate, and repair all existinj permanent
improvements located within the easement area, which are damaged or temporatply removed
during the course of construction. Such replacements shall include driveways, side Valks, steps,
fences, and utility installations, and the City shall grade, seed or sod, and restor� yard areas
damaged by said construction work. Such restoration and replacement shall b at the so entle
expense of the City, and shall be of substantially equal value to existing imrovems
However, this commitment shall not be construed to require additional compensati n for items
herein designated for permanent removal.
i
4,
Co
. C;0
PURSUANT TO THE TEMPORARY CONSTRUCTION EASEMEW, Grantees
herewith acknowledges receipt of a good and sufficient consideration to compensat jfor any and
4 damage suffered or to be suffered or sustained by them as a result of removal of ees, shrubs
and other permanent improvements on the easement herein described, other than those to be
replaced, if any, as herein provided, together with any and all damages suffered or tt be suffered
or sustained by Grantee as a result of the relocation, construction, or maintenance o the facilities
to be built by the City and any and all other damage suffered or to be suffered or E ustained by
Grantee as a result of the use of this easement by the City or its contractors, loyees and
agents.
TO HAVE AND TO HOLD the premises aforesaid, with all and singul the rights,
privileges, appurtenances and immunities thereto belonging or in anywise apps fining unto
Grantee and unto its successors and assigns forever, Grantor hereby eovenanti g that it is
lawfully seized of an indefeasible estate in fee of the premises herein conveyed; th it has good
right to convey the same; that said premises are free and clear from any encumbrau a (except as
referenced above and on Exhibit A done or suffered by it; and that it will warrant d defend the
title to said premises unto Grantee and unto its successors and assigns forever, agaic st the lawful
claims and demands of all persons whomsoever claiming under it except as above st4ted.
IN WITNESS WHEREOF, Grantor has caused these presents to be signed of the day
and year first above written.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE ;CITY OF
i ,
[SEAT.] By,
Leland Finley, Vice President ..
ATTEST;
By. .
Sarah Thompson, AsOKSecretary C*
STATE OF MISSOURI
ACMWMGMENT
)SS
COUNTY OF P,,//rLATTE
ON TMSC42ty of September, 2007, before me, the undersigned, a Notary Publc in and for
said County and State, personally appeared Leland Finley to me personally known, v}ho being by
me duty aworn, did say that he is the Vice President of The Industrial Development Authority of
the City of Riverside, Missouri, a public corporation duly organized and existing uroer 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 scaled in behalf of said 4uthority by
authority of its Board of Directors, and said individual acknowledged said instrum nt to be the
free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid, the day and ye4 first above
written. Z ( / •' i
or Typed
My / C mission Expires:
lI a 4A
00
Coll
015193
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
A TRACT OF LAND LOCATED IN THE NORTHWEST QUARTER OF FRICTIONAL
SECTION 8, TOWNSHIP 50 NORTH, RANGE 33 WEST, IN RWERSID$, PLATTE
COUNTY, MISSOURI, BEARINGS ARE REFERENCED TO GRID NORT i OF THE
MISSOURI STATE PLANE COORDINATE SYSTEM, 1983, WEST ZONE, ND MORE
PARTICULARLY DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHWEST CORNER OF THE NORTHWEST QL ARTER OF
FRACTIONAL SECTION 8, T50N, R33W, BEING A FOUND 1/2 INCH IRO BAR, PER
CERTIFIED LAND CORNER DOCUMENT NUMBER 600-63115; THENCE 00 °19'39 "E
ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 1072,94
FEET TO THE POINT OF BEGINNING; THENCE CONTINUING N00 °19'39'E ALONG
SAID WEST LINE OF THE NORTHWEST QUARTER, A DISTANCE OF 238. 2 FEET TO
THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF THENORTHWEST
QUARTER OF SAID FRACTIONAL SECTION 8; THENCE S89 °31'26 "E A ONG THE
NORTH LINE OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QW� ARTER, A
DISTANCE OF 78.07 FEET; THENCE S18 °27'30 "W, A DISTANCE OF 250.85 FEET TO
THE POINT OF BEGINNING,
THE TRACT DESCRIBED ABOVE CONTAINS 9,315 SQUARE FEET OR 0,2138 ACRES,
MORE OR LESS.
All of the above being subject to all easements, reservations and encumbrance of record;
including but not limited to a Temporary Construction Easement reserved in favor o The City of
Riverside, Missouri.
M�
Cw
015194
�Z pTp� p- OpOURI
I CER(IFY�IH$ OFIS
JR MiHT EIVEO I
2007 OCT -4 A 9 9
�g r gg l i
CIORtABOYCO.R F
Project: Horizons Parkway
P101020298
RIGHT OF WAY DEED I
THIS AGREEMENT, made and entered into this *day of September, 2007, by and t{etween: The
Industrial Development Authority of the City of Riverside, Missouri, a public corporation
organized and existing under the laws of the State of Missouri, 2950 N.W, Ylvion Road,
Riverside, Missouri 64150, Grantor, and the City of Riverside, Missouri, a fourth cl s city of the
State of Missouri, 2950 N.W. Vivion Road, Riverside, Missouri 64150, Grantee,
WITNESSETH, that the Grantor, in consideration of the sum of One Dollar ($1.00) azjd other good
and valuable consideration to it paid by the Grantee, the receipt and sufficieney of which is hereby
acknowledged, does by these presents grant, bargain, sell, convey, and coniinn unto s4id Grantee,"
its successors and assigns, a Right of Way for the construction, improvement, reco ction and
maintenance of a right of way for public use as a street, roadway or thoroughfare, incl ding but not
limited to, the use of conduits, water, gas, sewer pipes, poles, wires, surface drai ge facilities, -O
ducts, cables on, over, along, across, and under the described lots, tracts, or parcels land lying, ,
being and situated in the County of Platte, and the State of Missouri, to- wit:..
A TRACT OF LAND FOR PERMANENT RIGHT -OF -WAY PURPOSES LOCATED IN
THE SOUTHWEST QUARTER OF SECTION 5, THE NORTHEAST QU TER OF
FRACTIONAL SECTION 7 AND THE NORTHWEST QUARTER OF FRACTIONAL
SECTION 8, ALL IN TOWNSHIP 50 NORTH, RANGE 33 WEST, IN RIVERSIDE, PLATTE
COUNTY, MISSOURI, BEARINGS ARE REFERENCED TO THE MISSOURI STATE
PLANE COORDINATE SYSTEM, 1983, WEST ZONE, AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF THE SOUTHWEST Q TER OF
SECTION 5, T50N, R33W, BEING A FOUND 1 -1/2 INCH DIAMETER IRON IFE WITH
NAIL, PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600 -6155 ; THENCE
S00 I"W ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, A ISTANCE
OF 466,62 FEET TO A POINT ON THE SOUTHERLY RIGHT -OF -WAY L OF THE
BURLINGTON NORTHERN SANTA FE RAILROAD, AS NOW ESTABLIS D, AND
BEING THE POINT OF BEGINNING; THENCE S65 °23'28 "E ALONG SAID S UTHERLY
RIGHT -OF -WAY LINE, A DISTANCE OF 631.91 FEET; THENCE S13° '23 "W. A
DISTANCE OF 750.60 FEET; THENCE S00 °24'26 "W, A DISTANCE OF 6
5.00 FEET;
THENCE S10 0 54'10 "E, A DISTANCE OF 101.98 FEET; THENCE 500°
4'26 "W, A
DISTANCE OF 1160.00 FEET; THENCE S89 °35'34 "E, A DISTANCE OF 1
0.00 FEET;
THENCE S00 °24'26 "W, A DISTANCE OF 195.00 FEET; THENCE N89°
5'34 "W, A
DISTANCE OF 110.00 FEET; THENCE S00 °24'26 "W, A DISTANCE OF 2
8.24 FEET;
THENCE SOUTHWESTERLY ALONG A CURVE TO THE RIGHT, TANGE
TO THE
LAST DESCRIBED COURSE, HAVING A CENTRAL ANGLE OF 15 9 35'
9" AND A
RADIUS OF 1500.00 FEET, FOR AN ARC DISTANCE OF 408.26 FEE
; .THENCE
S16 0 00'05 "W, A DISTANCE OF 200.00 FEET; THENCE SOUTHERLY ALON
A CURVE
TO THE LEFT, TANGENT TO THE LAST DESCRIBED COURSE, HAVING
CENTRAL
ANGLE OF 15 °35'39" AND A RADIUS OF 1060.00 FEET, FOR AN ARC DI
TANCE OF
288.50 FEET; THENCE S00 0 24'26 "W, A DISTANCE OF 117.35 FEET TO A
POINT ON
THE NORTHERLY RIGHT -OF -WAY LINE OF U.S. INTERSTATE HIGHWA
1 -635, AS
NOW ESTABLISHED; THENCE N80 0 42'29 "W ALONG SAID NORTHERLY
RIGHT -OF-
WAY LINE, A DISTANCE OF 35.86 FEET; THENCE S87 °14'28 "W CONTINUI
qG ALONG
SAID NORTHERLY RIGHT -OF -WAY LINE, A DISTANCE OF 335.00 FEE
; THENCE
N00 0 35'38 "E, A DISTANCE OF 308.66 FEET; THENCE N18 0 27'30 "E, A DISTANCE
OF
520.09 FEET TO A POINT ON THE SOUTH LINE OF THE NORTHWEST QL
ARTER OF
THE NORTHWEST QUARTER OF SAID FRACTIONAL SECTION 8
THENCE
N89 °3 1'26 "W ALONG SAID SOUTH LINE, A DISTANCE OF 78.07 FEE
r TO THE
SOUTHWEST CORNER OF SAID NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; THENCE N00 1 19'39 "E ALONG THE WEST LINE OF THENORTHWEST
QUARTER OF SAID FRACTIONAL SECTION 8, A DISTANCE OF 1320.00 FE
3T TO THE
NORTHWEST CORNER OF SAID NORTHWEST QUARTER, ALSO B
3 ING THE
SOU'T'HWEST CORNER OF SAID SOUTHWEST QUARTER OF SECTION
, BEING A
FOUND 3/4 INCH DIAMETER IRON BAR IN MONUMENT BOX, PER CERTY
7 1ED LAND
CORNER DOCUMENT NUMBER 600.61555; THENCE N00°29'I I "E ALONG
THE WEST
LINE OF SAID SOUTHWEST QUARTER OF SECTION 5, A DISTANCE OF 2185,41
FEET
TO THE POINT OF BEGINNING, I
THE TRACT DESCRIBED ABOVE CONTAINS 1,806,753 SQUARE FEET pR 41.4773
ACRES, MORE OR LESS.
GRANTOR further states that it is lawfully seized of title to the land thro* which said
easement is granted and that it has good and lawAd right to convey said easement to (the Grantee
herein,
THIS GRANT and easement shall, at all tunes be deemed to be and shall be, a c
running with the land and shall be binding upon the successors and assigns of the
TO HAVE AND TO HOLD THE SAME, together with all appurtenances
thereunto belonging or in any way appertaining, unto the City of Riverside, a fourth
State of Missouri, and to its successors and assigns forever.
covenant
immunities
i city of the
,.�44:+
cnr
015'794
IN WITNESS WHEREOF, the said Grantor has hereunto set their hands this day of
September, 2007,
1 11
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIDE, MISSOURI
[SEAL]
=-4
ACKNOMUDGMENT
STATE OF MISSOURI
)SS
COUNTY OF PLATTE
I
ON THIS of September, 2007, before
me, the undersigned, a Notary Pub
c in and for
said County and State, personally appeared Leland Finley to me personally known,
duly
o being by ;
me sworn, did say that he is the Vice President of The Industrial Development
uthority of
the City of Riverside, Missouri, a public corporation duly organized and existing
er the laws
of the State of Missouri, and that the seal affixed to the foregoing instrument is th
seal of said -�-
Authority, and that said instrument was signed and sealed in behalf of said
uthority by
authority of its Board of Directors, and said individual acknowledged said rostrum
o
nt to be the 9
free act and deed of said Authority,
=0
Cm
WITNESS my hand and official seal in the County and State aforesaid, the day and ye�
first above ".
written. "I
,'
No Signa �re
NO T iFll
I a 0 �O�D Prrnted or Typed Name
(Seal) My Co 'ssion Expires:
PROJECT NAME: RIVERSIDE FORCE MAIN
PROJECT NUMBER: P101020298
LOCATION: RIVERSIDE, PLATTE COUNTY, MISSOURI
OWNER: CITY OF RIVERSIDE, MISSOURI
TRACT NUMBER: PSE
LE AC L DESCRIPTION FOR PERMANENT SEWER PUMP STATION
A TRACT OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECTION 5, TOWNS IP 50
NORTH, RANGE 33 WEST, IN RIVERSIDE, PLATTE COUNTY, MISSOURI, BEARINGS
REFERENCED TO THE MISSOURI STATE PLANE COORDINATE SYSTEM, 1983, WEST ONE,
AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF SE ION 5,
T50N, R33 W, BEING A FOUND CUT "+" AT TOP, NORTH SIDE OF VERTICAL RAILROA RAIL
MONUMENT, PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600.52229; THEN E
N88 0 48'00 "W ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DTSTANC OF
1491.29 FEET; THENCE N01 °12'00 "E ALONG A LINE THAT IS PERPENDICULAR TO SA D
SOUTH LINE, A DISTANCE OF 187.72 FEET TO THE POINT OF BEGINNING; THENCE
N09'21'04 "W, A DISTANCE OF 45.00 FEET; THENCE S80 0 38'56 "W, A DISTANCE OF 48, 0 FEET;
THENCE N09°21'04 "W, A DISTANCE OF 64.00 FEET; THENCE N80 °38'56 "E, A DISTANC E OF
48.00 FEET; THENCE N09'21 "W, A DISTANCE OF 45.00 FEET; THENCE N80 0 38 1 56 11 E, A
DISTANCE OF 209,00 FEET; THENCE S09 11 13, A DISTANCE OF 154,00 FEET; THEN
S80 °38'56 "W, A DISTANCE OF 209.00 FEET TO THE POINT OF BEGINNING.
THE TRACT DESCRIBED ABOVE CONTAINS 35,258 SQUARE FEET OR 0.8094 ACRES, 2�JORE
OR LESS.
EXHIBIT
RIVERSIDE, PLATTE COUNTY MISSOURI
TRACT PSE,
LEGEND k`p� 01
t4 `
69y, p Sf4F 'ftU� 1'
R/W — PERMANENT `. ° '
04 w i BNSF R/W
RIGHT —OF —WAY 0 114 1
PSE— PUMP STATION EASEMENT
`0
` n r
City of Riverside. Missouri
File t> OE0404040
S`�` s
� -.N
wl
�N9'27'04 "W
486.00'
4 6100
N er F
'r 1 ( — 45.00' 04 "W 80'
$ 50.
580.3848 00�
ti
WK PUB PSE
N I , P.O.C.
2I g S g OUTHEAST ORNER
FOUNN 'tOAT TAP,"
NORTH S 0E OF V RTICAL
RAILROAt� R IL MONUMENT
r DOGtt600-52 29�
S. C /NE S�!/� 5EC 5.750N,RJ3k /I
N. L /NE NE7 /4 SEC. B. 750N, R33M T ^ -
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Systems
J ` 24005 iteh400 Rtl.
Kansbs Cit . Missouri 64108
SC (61 t 329 -8600
RIVERS DE FORCE MAIN
100, 0 100 200' CITY 0 RIVERSIDE,
M SSOURI
ICERiI Y �
2UUI OCT -4 A 9t 09 8
C�
STORM DRAINAGE EASEMENT
THIS AGREEMENT, made this aay of September, 2007, by and between:
Development Authority of the City of Riverside, Missouri, a public corporation
existing under the laws of the State of Missouri, whose address is 2950 N.W,
Riverside, Missouri 64150, Grantor, and the City of Riverside, Missouri, a fourth c
State of Missouri, whose address is 2950 N.W. Vivion Road, Riverside, Missouri 641
WITNESSETH, that the Grantor, in consideration of the sum of One Dollar ($1,00) at
and valuable consideration to it paid by the Grantee, the receipt and sufficiency of wt
acknowledged, does by these presents grant, bargain, sell, convey, and confirm unto s
its successors and assigns, a STORM DRAINAGE EASEMENT over, along, across, e
lands hereinafter described, including the right and privilege at any time and from tir
enter upon the easement to lay, construct, install, operate, maintain, repair, replace
underground pipe lines, manholes, catch basins, concrete surface drainage ways, opet
and storm system together with all necessary appurtenances thereto over, under, throug
upon the following described lands in Platte County, Missouri, to -wit;
A TRACT OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECT
THE NORTHEAST QUARTER OF FRACTIONAL SECTION 8, ALL IN TO
NORTH, RANGE 33 WEST, IN RIVERSIDE, PLATTE COUNTY, MISSOURI,
ARE REFERENCED TO THE MISSOURI STATE PLANE COORDINATE Sy!
WEST ZONE, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QU
SECTION 5, T50N, R33W, BEING A FOUND CUT 'W' AT TOP, NORTI
VERTICAL RAILROAD RAIL MONUMENT, PER CERTIFIED LAND
DOCUMENT NUMBER 600 - 52229; THENCE N88 °48'00 "W ALONG THE SOU'I
SAID SOUTHEAST QUARTER, A DISTANCE OF 1178.07 FEET TO A POIN
WESTERLY RIGHT -OF -WAY LINE OF U.S. INTERSTATE I.635,
ESTABLISHED, AND BEING THE POINT OF BEGINNING; THENCE S'
ALONG SAID WESTERLY RIGHT -OF -WAY LINE, A DISTANCE OF 97
THENCE S 14 °30'28 "W CONTINUING ALONG SAID WESTERLY RIGHT -OF -`
A DISTANCE OF 153.18 FEET; THENCE 872 0 11 1 33 "W, A DISTANCE OF 21
THENCE N15 °15'38 "E, A DISTANCE OF 1810.71 FEET TO A POINT
015802
Industrial
Wzed and
vion Road,
city of the
Grantee,
i other good
eh is hereby
A Grantee,
A under the
e to time to
and remove
water ways
,across and
5 AND
HIP 50
1983,
1RTER OF
SIDE OF
CORNER
4 LINE OF
C ON THE
kS NOW
3 °47'39 "W
.93 FEET;
'AY LINE,
..36 FEET,
ON THE
co
N0
SOUTHERLY RIGHT -OF -WAY LINE OF THE BURLINGTON NORTHERN
RAILROAD, AS NOW ESTABLISHED; THENCE 869 °03'28 "B AL(
SOUTHERLY RIGHT-OF -WAY LINE, A DISTANCE OF 137.50 FEET TO A
SAID WESTERLY RIGHT -OF -WAY LINE OF U.S. INTERSTATE 1.63`.
S 13 °47'39 "W ALONG SAID WESTERLY RIGHT -OF -WAY LINE, A DISTANC
FEET TO THE POINT OF BEGINNING,
EXCEPT FOR THE FOLLOWING TRACT OF LAND:
SOUTH PART, SECTION 5 & EAST PART, SECTION 8, Township 50 North,
Permanent Right -oSWay being acquired hereunder for the Railroad Diversion D,
follows:
SANTA FE
, NG SAID
POINT ON
THENCE
OF $56.63
33 West,
cribed as
Beginning at a point on the North Right -of -Way Line of the Missouri River Levee 345 feet North
of Levee Center Line Station 2I0+25 more or less, a point on the North and South C nter Line of
Section 8, and 510 feet more or less South of the center of Section 8,
Thence with a strip of land 80 feet wide, having 40 feet on each side of the No4 and South
Center Line of Section 8, 850 feet more or less to the North Right -of -Way Line oHighway I- '
635,
Thence Northeasterly with a strip of land 70 feet wide, adjacent to, parallel with and on the
Northwesterly side of 1 -635 Right -of -Way, a distance of 3,460 feet more or less to a point on the
Southerly Line of Right -of -Way now occupied by the Burlington Northern Railroad Main Line c
tracks,
Thence continuing Northeasterly 100 feet to the North Line of Burlington NorthIm Railroad
Right -of -Way,
Thence Northwesterly with a strip of land 70 feet wide, adjacent to, parallel with and on the
Northerly side of the Burlington Northern Railroad Right -of -Way a distance of 1,4 5 feet more
or less to the dividing line between Linde & Burke - Carswell,
Thence Northeasterly with a strip of land 45 feet wide, adjacent to, and parallel witli and on the
East side of said dividing line to the South Right -of -Way Line of Highway 9, said 'viding line
more particularly described as follows;
Beginning at a point 1,218.27 feet North of the North One- quarter (N %,) Corner, Section 8,
Thence South 69° 35' 20" East 234.30 feet to the true point of beginning,
Thence North 06 01' 30" East 926.00 feet more or less to the South Right-of. ay Line of
Highway 9, containing 9.92 Acres.
f �
I
GRANTEE, its successors and assigns, shall have the right of ownership, use and
storm sewers, underground pipe, manholes, catch basins, concrete drainage ways, opc
and all necessary appurtenances on the above described property and for all pr(
connected with the installation, use, maintenance, and replacement of the storm sewer.
GRANTOR hereby further grants unto the Grantee the right to use such portions
adjacent to the easement heroin granted during construction of its facilities as are ra
necessary with the understanding that this is a temporary right which shall cease air
after completion of the initial eonsttuction or no later than four (4) years from the data
of this easement, whichever shall occur first, and farther that the premises shall be resl
practicable, and any damage to the property of the Grantor shall be made good by the
GRANTOR agrees not to obstruct or interfere with the maintenance of such
erecting, or causing or allowing to be erected, any building or structure on the easel
antrol of all
water ways,
or purposes
of their land
isonable and
t (90) days
Of execution
1red as far as
sewer by
IT IS mutually agreed botween the parties hereto that Grantee shall restore the grou ad insofar as
practicable to its original condition, after the construction of the storm sewers, or an subsequent
maintenance or repair operations. Grantee further agrees that any repair or maintenance of the
ground, including rip rap at the outfall of the storm sewer, will be performed by Grantee at
Grantee's expense.
THIS GRANT and easement shall, at all times be deemed to be and shall be, a c
running with the land and shall be binding upon the successors and assigns of the
TO HAVE AND TO HOLD THIS SAME, together with all appurtenances
thereunto belonging or in any way appertaining, unto the Grantee and to its sue"
forever.
covenant
immunities
and assigns
00
t`�
015802
IN WITNESS WHEREOF, the said Grantor has hereunto set its hand this pL day of
September, 2007.
GRANTOR:
THE INDUSTRIAL DEVE OPMENT
AUTHORITY OF THE TTY OF
RIVERSIDE, MISSOURI _ ,
[SEAT.]
Leland Finley, Vice President
ATTEST:
By
Sarah Thompson, As &f Secretary
ACKNOWLEDGMENT
STATE OF MISSOURI f
)SS
COUNTY OF PLATTE
ON THIS of September, 2007, before me, the undersigned, a Notary Publi a in and for
said County and State, personally appeared Leland Finley to me personally known, A ho being by
me duly sworn, did say that he is the Vice President of The Industrial Development uthority 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
authority of its Board of Directors, and said individual acknowledged said instrum t to be the
free act and deed of said Authority.
WITNESS my hand and official seal in the County and State aforesaid, the day and yeajr first above
written. ., I i
Public
Printed or
Mmission Expires:��,,��
t� A
fff
t�
EXHIBIT R
Form of Utility Completion Certificate
UTILITY COMPLETION CERTIFICATE
The undersigned, City Engineer, pursuant to that certain Purchase and
Development Agreement dated as of 2008, between the City of Riverside,
Missouri (the "City "), the Industrial Development Authority of the City of Riverside, Missouri
and the BK Properties, LLC (the "Agreement "), hereby certifies as follows:
That as of the date hereof, the City has been informed, in writing, that the
North Water Project is substantially completed and functional.
2. That as of the date hereof, the City has been informed, in writing, that the
North Gas Project is substantially completed and functional.
That as of the date hereof, the City has been informed, in writing, that
Sanitary Extension Project is substantially completed and functional.
4. That as of the date hereof, the North Electric Project is substantially
complete.
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Agreement. The writings referenced above are attached hereto.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day
of , 20 .
CITY OF RIVERSIDE, MISSOURI
Title: City Engineer
R -I
EXHIBIT S
Items 1, 2, 3, 4, 8,10 and 11(b) of Table A,
Optional Survey Responsibilities and Specifications
ACSM /ALTA Standards —1999
1. X Monuments placed (or a reference monument or witness to the corner) at all major
corners of the boundary of the property, unless already marked or referenced by an existing
monument or witness to the coiner.
2. X Vicinity map showing the property surveyed in reference to nearby highway(s) or
major street intersection(s).
3. X Flood zone designation (with proper annotation based on Federal Flood Insurance Rate
Maps or the state or local equivalent, by scaled map location and graphic plotting only).
4. X Land area as specified by the client.
8. X Substantial, visible improvements (in addition to buildings) such as signs, parking
areas or structures, swimming pools, etc.
10. X Indication of access to a public way such as curb cuts and driveways.
11. X Location of utilities (representative examples of which are shown below) existing on or
serving on the surveyed property as determined by:
(b) X observed evidence together with plans and markings provided by client, utility
companies, and other appropriate sources (with reference as to the source of information):
railroad tracks and sidings;
manholes, catch basins, valve vaults or other surface indications of
subterranean uses;
wires and cables (including their function) crossing the surveyed premises, all
poles on or within then feet of the surveyed premises, and the dimensions of
all crosswires or overhangs affecting the surveyed premise; and
utility company installations on the surveyed premises.
S -1
EXHIBIT T
Location of Sleeves Underneath Horizons Parkway
T -1
EXHIBIT U
Development Standards
U -1
BILL NO. 2007-108
ORDINANCE NO, 2007 -I08
AN ORDINANCE AUTHORIZING AND ADOPTING THE REZONING OF PROPERTY
GENERALLY DESCRIBED AS CITY OWNED PROPERTY NORTH AND WEST OF I -635,
SOUTH OF MISSOURI HIGHWAY 9 AND THE BNSF RAILROAD FROM °'GP -I: GENERAL
PLANNED INDUSTRIAL" TO "PD: PLANNED DISTRICT"
WHEREAS, at its meeting on September, 27, 2007, the Planning Commission of the City of
Riverside; Missouri (the "Commission") conducted a public hearing wherein it considered and reviewed a
rezoning for property generally described as City owner property North and West of I -635, South of Missouri
Highway 9 and the BNSF Railroad (the "Property") from "GP -P' General Planned Industrial District to "PD
Planned District"; and
WHEREAS, the Commission recommended approval of the rezoning application on September 27,
2007; and
WHEREAS, the Board of Aldermen of the City of Riverside, Missouri at its regular meeting of
October 2, 2007 held a public hearing regarding the rezoning and the recommendation of the Commission
regarding the same; and
WHEREAS, at its October 2, 2007 meeting, the Board of Aldermen determined adoption and
approval of the subject rezoning to be in the City's best interest and to promote the public health, safety and
welfare.
NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri,
as follows:
Section 1. The Board of Aldermen approves the rezoning for the property generally described
as City owner property North and West of I -635, South of Missouri Highway 9 and the BNSF Railroad (the
"Property"), and which is legally described in Exhibit A. and is graphically epicted in Exhibit B attached
hereto, and herby changes the rezoning of such property from "OP-1 General Planned Industrial District" to
"PD: Planned District".
Sec i n 2. The "PD: Planned District" shall adhere to the standards described in Exhibit C
attached to this document and other provisions set for the by the Unified Development Ordinance.
Section 3. The Mayor shall have authority to take such actions to execute such documents as
she shall deem reasonably necessary to carry out the provisions and intent of this ordinance.
Section 4. This ordinance shall take effect immediately.
PASSED THIS DAY OF OCTOBER 2007.
or Kathleen L, Rose
ATIE ,
C' Clerk
�EX H A
Tract I
All that part of Lot 3 as shown in the plat of partition of real estate of George Roberts, deceased,
recorded in Book Z at Page 119 in the Office of the Recorder of Deeds of Platte County,
Missouri, in the East Half of Section 6, Township 50, Range 33 and lying South of the Right-of,
Way of the Chicago, Burlington and Quincy Rai hoad Company, EXCEPT part in the roadway.
Tract 11
All that part of the Northeast Quarter of Section 7, Township 50, Range 33, Riverside, Platte
County, Missouri, bounded and described as follows:
Beginning at a point 30 chains South of the Northeast corner of said Section 7, and running
thence West 19.80 chains; thence South 2.5 chains; thence East 19.80 chains; thence North 2.50
chains to the place of beginning, EXCEPT part in roadway.
Tract III
All that part of Section 7, Township 50, Range 33, Platte County, Missouri, being bounded and
described as follows: Beginning at the intersection of the South Right- of-Way line of Interstate
Route 635, as now established, and the Southerly prolongation of the East line of Section 7;
thence South 0 Degree 00 Minutes 47 Seconds East along said prolongation 1,187.13 feet to a
Point on the.North Right -of -Way line of Quindaro Bend District Levee Right -of -Way; thence
South 79 Degrees 23 Minutes 33 Seconds West along said North Right -of -Way line 1,347.92
feet to a point on the West line of the East Half of the Southeast Fractional Quarter of said
Section 7, produced South; thence North 0 Degrees 47 Minutes 31 Seconds East along the
Southerly prolongation of said West line 1,211.63 feet to the intersection of said line with the
South Right -of -Way line of said Interstate Route 635; thence Northerly along said Right -of -Way
line. On a curve to the right, having a radius of 1,759.86 feet, an arc distance of 436.68 feet;
thence North 80 Degrees 54 Minutes 44 Seconds East along said Right-of-Way line 311.02 feet;
thence Northerly along said Right -of -Way line on a curve to the right, having a radius of
1,739.86 feet, an are distance of 286.89 feet; thence North 86 Degrees 49 Minutes 40 Seconds
East; continuing along said Right -of -Way line, 276.90 feet; thence South 0 Degrees 11 Minutes
44 Seconds East along said Right -of -Way line, 50.07 feet; thence North 86 Degrees 49 Minutes
40 Seconds East along said Right -of -Way line, 43.66 feet to the point of beginning, EXCEPT
part roadway, and EXCEPT those parts conveyed to the State of Missouri and the State of
Missouri acting by and through the Missouri Highways and Transportation Commission by
Document No. 706 in Book 1074 at Page 914 and Document No. 708 in Book 1074 at Page 916,
and except that part lying Southward of the northerly line of Interstate 635.
Tract IV
That part of Fractional Section 7, Township 50, Range 33, Platte County, Missouri described as
follows: Beginning at the point of intersection of the Southerly line of the Quindarro Bend Levee
Right -of -Way as located on the survey. of Robert L. Buford, Job No. P -1362, dated July 13,
1966, with the Southerly prolongation of the East line of said Fractional Section 7; thence South
0 Degrees 12 Minutes 26 Seconds East along the Southerly prolongation.of the East line of said
Fractional Section 7, a distance 481.34 feet to the left bank of the Missouri River, as located July
13, 1966, the date of the aforesaid Buford Survey; thence in a Westerly direction meandering the
left bank of said Missouri River, but with the low water line along said river as the boundary to
the point of intersection thereof with the Southerly prolongation of the West fine of the East Half
of the East Half of said Fractional Section 7; thence North 0 Degrees 12 Minutes 26 Seconds
West along said Southerly prolongation of the West line of the East Half of the East Half of said
Fractional Section 7, a distance of 239.19 feet to the Southerly line of the Quindaro Bend Levee
Right -of -Way, as located by the aforesaid Buford Survey; thence North 79 Degrees I1 Minutes
54 Seconds East along said levee Right -of -way line 1,324.88 feet to the point of beginning,
EXCEPT part in roadway, and EXCEPT those parts conveyed to the State of Missouri and the
State of Missouri acting by and through the Missouri Highways and Transportation Commission
by Document No. 706 in Book 1074 at Page 914 and Document No. 708 in Book 1074 at Page
916, except those parts lying southward of the northerly line of Interstate 635.
Tract V
All of the Northwest Quarter of the Northeast Quarter of Section 7, Township 50, Range 33,
Platte County, Missouri, EXCEPT a tract of land conveyed to Latta- Scholes, Incorporated in
Book 348 at Page 421 and EXCEPT part in roadway, and EXCEPT those parts lying southward
of the northerly line of Interstate 635, and EXCEPT the Permanent Right -o£ Way condemned by
the Riverside Quindaro Bend Levee District of Platte County, Missouri, In Re The Matter of
Riverside- Quindam Bend Levee District of Platte County, Missouri, Case No. 99CC00930,
Circuit COtnt of Platte County, Missouri.
Tract VI
The East 14 acres of the Northeast Quarter of the Northeast Quarter of section 7, Township 50,
Range 33, in Riverside, Platte County, Missouri, described as follows: Beginning at the
Northeast corner of said Section 7, thence West 455.64 feet, thence South 1,315.3 feet to the
South line of said Quarter Quarter Section; thence East 455.64 feet to the Southeast corner of
said Quarter Quarter Section; thence North 1,315.3 feet to the point of beginning, EXCEPT the
North 323.8 feet thereof.
Tract VII
All of that part of the Northeast Quarter of Section 7, Township 50, Range 33, in Riverside,
Platte County, Missouri, described as follows: Beginning on the North line of said Section
7,455.64 feet West of the Northeast corner thereof; thence West 195.27 feet; thence South
1,3153 feet; thence East 195.27 feet; thence North to the point of beginning, EXCEPT the North
323.8 feet thereof.
Tract VIII
All that part of the Northeast Quarter of Section 7, Township 50, Range 33, Riverside, Platte
County, Missouri, described as follows: Beginning at a point 25 chains South and 19.80 chains
West of the Northeast comer of said Section 7, thence South 2.50 chains; thence East 8 chains;
thence North 2.50 chains; thence West 8 chains, to the point of beginning.
Tract IX
All that part of the Northeast Quarter of Section 7, Township.50, Range 33, Riverside, Platte
County, Missouri, bounded and described as follows: Beginning at a point 27.50 chains South of
the Northeast comer of said Section 7 and running thence West 19.80 chains; thence South 2.50
chains; thence East 19.80 chains; thence North 2.50 chains to the point of beginning, EXCEPT
part in roadway,
Tract X
A tract in the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, Platte
County, Missouri, described as follows: Beginning on the West line of said Section 5 at a point
1,987.7 feet North of the Southwest corner thereof; thence South and Easterly parallel with the
right -of -way of the C.B. &Q. Railway 1,445.2 feet to the East line of the West half of the
Southwest Quarter of said Section; thence South 3303 feet; thence North 65 degrees 51 minutes
West 1,445.2 feet to the West line of said Section; thence North 330.3 feet to the point of
beginning.
Tract XT
A tract in the Northwest part of the Southwest Quarter of Section 5 in Township 50 of Range 33,
described as follows: Beginning at a point 28.58 chains North and 2.90 chains East of the
Southwest comer of Section 5 in Township 50 of Range 33, and running South 65 %2 degrees
East 18.72 chains; thence North 2.82 chains to C.B. &Q. Railroad, thence North 66 degrees West
18.78 chains along side of railroad right -of -way, thence South 3.16 chains to place of beginning,
EXCEPT, the East one acre thereof; all in Riverside, Platte County, Missouri,
Tract XII
A tract in the Southwest Quarter of Section 5 in Township 50 of Range 33, Riverside, PIatte
County, Missouri, described as follows: Beginning at a point on the West line of said Southwest
Quarter of Section 5 where said line intersects the Southerly right -of -way line of the Burlington
Northern Railroad, said point also being 2,185.9f feet North of the Southwest corner of said
Southwest Quarter, thence South along said West line 198,21 feet, thence Southeasterly parallel
with the Southerly line of said railroad 209.68 feet, thence North parallel with the West line of .
said Quarter Section 208.56 feet to the Southerly line of said railroad; thence Northwesterly
along said Southerly line of railroad to the point of beginning.
Tract XEI
Those parts of Section Five (5) and of Fractional Section Bight (8) all in Township Fifty (50)
North, Range Thirty -three (33) West of the Fifth Principal Meridian, Riverside, Platte county,
Missouri, described as follows: Commencing at the Southeast corner of said Section Five (5);
being also the Northeast corner of said Fractional Section Eight (Frac. 8); thence North 89
degrees 20 minutes 00 seconds West along the South line of said Section Five (5) (which is also
the North line of said Fractional Section Eight (Frac. 8) 1,160.00 feet to a True Point of
Beginning, said point being on the Westerly Right -of -way line of highway designated Interstate
Route #635, as condemned . in the Circuit Court of Platte County, Missouri, in Suit No. C- 1 1021;
thence from said true point of beginning South 0 degrees 01 minute 20 seconds East along said
Westerly Right -of -way line 812.00 feet; thence Southeasterly along said Right -of -way being a
curve to the left, having a radius of 3,019.93 feet, an are distance of 631.8 feet; thence South 0
degrees 01 minute 20 seconds East 2,142.49 feet, more or less, to a meander corner on the
Northerly or left bank of Missouri River as located on May 21, 1965, the date of the Certificate
of Survey made by Robert L. Buford, Land Surveyor, as Job No. P -8037, thence (Southwesterly)
upstream meandering said River bank, but with the low water line of said River as the boundary,
to a second meander corner of said River bank, which is the point of intersection thereof with the
Southerly prolongation of the North -South center line of said Fractional Section 8, said
intersection point being 1,565.54 feet distant South 76 degrees 03 minutes 33 seconds West from
the end of the last herein above described course; thence continuing upstream meandering said
River bank, as same is located on the Certificate of Survey No. P -1224, made by Robert L.
Buford, Land Surveyor, dated April 19, 1966, revised May 25, 1966, but with the low water line
said River as the boundary to a third meander comer on said River bank which is the point of
intersection thereof with the Southerly prolongation of the West line of said Fractional Section 8;
thence North 0 degrees 12 minutes 26 seconds West along the Southerly prolongation of the
West line of said Fractional Section Eight (Frac. 8) and the West line thereof, 4,615.85 feet to its
Northwest corner being also the Southwest corner of Section Five (5); thence North 0 degrees 02
minutes 56 seconds along the West, line of said Section Five (5), 1,657.40 feet; thence South 65
degrees 56 minutes 26 seconds East 1,435.76 feet, thence North 0 degrees 03 minutes 07 seconds
West 527.83 feet, thence South 65 degrees 55 minutes 20 seconds East 56.11 feet; thence
Southeasterly along the arc of a circular curve to the left having a radius of 11,509.22 feet, and
the last described course for its initial tangent 736.54 feet; thence South 69 degrees 35 minutes
20 seconds East tangent to the curve in the. previous course described 2,501.85 feet to the
Westerly line of the Right -of -way Highway U.S. No. I -635; thence South 20 degrees 22 minutes
40 seconds West 251.80 feet, thence Southeasterly along said highway right -of -way line, (being
the are of a circular curve to the left having a radius of 2,994.90 feet, the last described course for
its initial tangent, and a central angle of 4 degrees 44 minutes 42 seconds), 248.03 feet to the
South line of said Section Five (5) being also the North line of said Fractional Section Eight
(Frail. 8); thence North 89 degrees 20 minutes 00 seconds West along said Section line, 140.20
feet to the True Point of Beginning; together with all accretions thereto, but subject to erosion
therefrom by said Missouri River; and ALSO EXCEPTING, therefrom land conveyed by Clyde
J: Linde and Margaret Y. Linde to State of Missouri by Deed dated December 14, 1968, for
Highway designated Interstate Route No. 635. ALSO EXCEPT, that part of Fractional Section 8,
Township 50, Range 33 West of the Fifth Principal Meridian, Platte County, State of Missouri,
described as follows: The West 300 feet of said Fractional Section 8 as measured at a right angle
from the West line of said Fractional Section 8 that lies South of the Southerly line of Highway
designated Interstate Route Number 635 as conveyed in deed dated December 14, 1968, fi - om
Clyde J. Linde and Margaret Y. Linde, Husband and Wife to State of Missouri and lies North of
the left bank of the Missouri River. EXCEPT those parts conveyed to the State.of Missouri and
tha State of Missouri acting by and through the Missouri Highways and Transportation
Commission by Document No. 705 in Book 1074 at Page 913, Document No. 706 in Book 1074
at Page 914, and Document No. 707 in Book 1074 at Page 915, and except those parts lying
Southward of the northerly line of Interstate 635, EXCEPT the Permanent Right -of -Way
condemned by the Riverside Quindaro Bend Levee District of Platte County, Missouri, In Re
The Matter of Riverside -Quindaro Bend Levee District o£ Platte County, Missouri, Case No.
99CC00930, Circuit Court of Platte County, Missouri.
Tract XTv
All of the Northeast Quarter of the Northwest Quarter of Section 7, Township 50, Range 33, and
all of the Northwest Quarter of the Northwest Quarter of said Section 7, lying East of the East
line of the Missouri River Levee Right -of -Way and described as follows: Beginning at the
Northeast corner of said Quarter Quarter Section; thence Westerly (Azimuth 90 degrees 32
minutes 14 seconds) along the North line of said Quarter Quarter Section 973.92 feet to an iron
pipe on the East line of said Right -of -Way; thence Southerly (Azimuth 17 degrees 47 minutes 56
seconds) 365.52 feet; thence Southerly (Azimuth 1 degree 19 minutes 45 seconds) 237.26 feet;
thence Southerly (Azimuth 349 degrees 40 minutes 45 seconds) 601.64 feet; thence Southerly
(Azimuth 342 degrees 13 minutes 45 seconds) 147.12 feet to an iron baron the South line of said
Quarter Quarter Section; thence Easterly along the South line of said Quarter Quarter Section,
929.25 feet to the Southeast corner thereof; thence Northerly to the point of beginning, in
Riverside, Platte County, Missouri. Subject to the rights of the public in roads, and EXCEPT the
Permanent Right -of -Way condemned by the Riverside Quindaro Bend Levee District of Platte
County, Missouri, In Re The Matter of Riverside-Quindaro Bend Levee District of Platte
County, Missouri, Case No. 99CC00930, Circuit Court of Platte County, Missouri.
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CHC
Horizons Proposed "PD" Regulations
A. Building Lines. No building or structure shall be erected nearer than thirty (30) feet
from any existing or proposed street right of way. The side yards shall have a minimum aggregate
total of sixty (60) feet from the property lines, but no side yard shall be less than thirty (30) feet. The
rear setback line shall be a minimum of thirty (30) feet from the property line.
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, structural clay tile, glass, and metal when used in an incidental role.
Specific materials which will be excluded include exposed (i) galvanized sheet metal, (ii)
nondecorative cinder or concrete block, and (iii) double T concrete panels. Exterior mechanical or
electrical equipment, including, but not limitedto, HVAC equipment shall be so placed or screened
that the predominant design lines ofthe building or structure continue without visual distraction or
interruption. Ifthe function of the building orstructure dictates placement ofsuch 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 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 will present a predominantly warm earth tone appearance.
D. Parking. Employee, customer, owner or tenant parking shall be the responsibility ofthe
property owners and they shall provide all necessary parking facilities entirely on their property.
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 by the owner in a sightly and well -kept condition. Each parking space
provided shall be designated by white lines painted on the paved surfaces and shall be adequate in
area.
No parking spaces, parking aisles or roadways, except the access way, shall be
permitted within the front fifteen (15) feet of the front setback. If parking spaces are
provided in front of the building the vehicles shall be screened from the road by walls, earth
berms, and/or plant material equal to the height and length of the area.
Adequate off - street parking shall be provided by each Owner and tenant for its
customers, employees and visitors; and the parking requirements set forth in the appropriate section
of the Riverside, Missouri Unified Development Ordinance shall be used as minimum guidelines in
determining minimum parking requirements.
E. Off-Street Loading Provision for handling all truck service must be totallywithin the
building site. No loading docks may be on any sheet frontage, unless properly screened and
approved, 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. Outside Storage and Equipment Outside storage of any type, including, but not
limited to; materials, supplies, equipment, finished products or semifinished products, raw
materials, or articles of any nature may be stored orpermitted to remain on anyBuilding Site outside
of the building or buildings constructed thereon, in accordance with the following standards:
s Screening. All outdoor storage shall be contained within a fully enclosed building or in a
fenced open yard adequately screened.
• Location. All outdoor storage shall be located in either aside or rear yard. Displays shalt not
be located on public sidewalks or streets. No outdoor storage shall be located within ton (10)
feet of a street line.
• Appearance, All outdoor storage shall have a neat and orderly appearance,
• Setback. Outdoor storage areas shall comply with all setback requirements.
0 Height. The height of materials stored shall not exceed the height limitation of the
underlying zoning district.
Any permitted storage nray only occur in a manner so as to not be objectionable to any
occupant of other building sites in the entire tract,
Facilities for storage of waste and rubbish shall be maintained within a screened area
in closed metal containers of type approved.
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 unlaudscaped 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.
. G. Peimanent Park Siena a No sign shall be erected, placed or otheiwiseinstalledupon
a Building Site or affixed to a Building, structure, or other improvement erected on a Building Site
until the plans for such sign shall have been approved bythe City. Flashing or moving signs shall be
prohibited. Product or service replicas or models shall be prohibited, unless allowed per the Unified
Development Ordinance or
The location, size, design and color of all signs must be in keeping with the character of the
Park, Monument signs shall provide a minimum landscaped area equal to 3 times the size of the
monument sign utilizing ornamental trees and shrubs, ground cover, rock beds, flowers, or other
decorative treatments.
1. Park Entry Signs, Park Entry Signs shall be utilized to identify the
development as whole and not individual businesses. Four Park Entry Signs shallbepermitted ,each
with a maximum height of 18' and a maximum sign face of 128 sq. ft. Individual Building
Monument signs shall have a maximum height of 8' and a maximum sign face of 64 sq. ft.
2. Construction Signs. A temporary wood, metal, or plastic sign will be allowed
during the construction of a building project. Such signs maybe 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.
3. 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, will be authorized for each building site.
4. 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. .
H. Landscaping. All open areas on anybuilding 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 drained 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 and to use best efforts to preserve existing trees on its
building site. All sites should consider some type of perennial planting at drive entrances to the
building site.
Except as hereinafter provided, all lots are required to provide a minimum landscape
buffer of fifteen feet (15') for visual screening along public right -of -way, utilizing deciduous shade
and ornamental trees, evergreen trees and shrubs as well as encouraging well - designed berms to
integrate with the natural topography of the site. No paving, be it for roads, parking, Ioading,
storage, or walks, shall be permitted in this area. Within this buffer area, trees and/or shrubs shall be
planted to provide an effective continuous screen at least six feet (6') high within eighteen (18)
months after initial planting.
Specifically, each building site shall include a minimum of one (1) two and one -half
(2 - %z) inch caliper hardwood or evergreen tree for each two thousand five hundred (2,500) square
feet of pervious / green space area, to be planted in islands or planting strips within or adjacent to
the paved area. Evergreen shrubs two and one -half (2 -'/i) to three (3) feet in height may be
substituted for twenty (20), percent of the trees as required above.
the Park. Building sites shall be landscaped in accordance vvith the general landscapingplan for
For alt building sites, the front and side yard planting areas shall contain suitable
ground cover and a minimum of one (1) tree for each thirty (30) feet of Building Site fiontage and,
with respect to Building Sites adjoining a street, one (1) tree and three (3) shrubs for each ten (10)
automobile parking stalls located thereon. Each deciduous shall beat least two and one-half (2-Y2)
inches in diameter at ground level at the time of planting. In addition to the tree and shrub
requirements, there shall be 75 sfdecorative planting bed (perennial flowers, small shrubs and non-
turf ground covers) per 100 lineal feet of street frontage. The cost or value of the landscaping for a
Building Site on a Street, including sodding, seeding (north property line along rail tracks only), and
lawn irrigation shall not be less than one (1) percent of the cost of buildings and improvements up to
$5,000,000, and an additional one (1) percent of the cost for each additional $100,000. The cost of
buildings and improvements, for the purposes of this Section, may be determined by the estimated
cost used by an owner or tenant in obtaining a building permit for such improvements.
The landscape development, having been installed, shall be maintained by Owner ina
neat and adequate manner, which shall include the mewing of lawns, trimmingofhedges, 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 completion of the building.
I, Exterior LigJiting. 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 accordance with the
requirements nfthe City ofRiverside ,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 twenty-eight (28) feet, including the base.
J. UnderaroundUtilities 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.
K. Fen_ tine. All fencing on any building site shall be compatible with the building
materials used in the construction of the major structure on saidbuilding site, All metal fencing shall
be black vinyl coated or with mesh screen and shall be screened by landscaping from view from
existing or proposed streets, highways and contiguous building sites. Fencing shall be limited to
8'high at side and rear yards. Front yards shall be decorative, in appearance with a maximum height
of 3' above grade.
L. Animals. No livestock, poultry or other animals shall be kept on any part ofthe Park
M. Miscellaneous Each building site in Horizons Business Park is subject to all present
and future applicable laws and ordinances, including without limitation the Unified Development
Ordinance of the City of Riverside, Missouri with special attention directed to the followingseotions
thereof applicable to all PD Planned Development Districts, pertaining to the following:
1. Smoke Control
2. Control of Dust & Dirt, Fumes, Vapors and Gases
3. Noise control
4. Control of odors
5. Glare and heat control
6. Vibration control
7. Storage and waste disposal