DEVELOPMENT AGREEMENT BETWEEN MENARD, INC., AND THE CITY OF INDEPENDENCE, MISSOURI

DEVELOPMENT AGREEMENT BETWEEN MENARD, INC., AND THE CITY OF INDEPENDENCE, MISSOURI This Agreement made this day of, 2014, by and between Menard, Inc. (hereinafter Developer ), and the City of Independence, Missouri, a municipal corporation (hereinafter City ). WHEREAS, the City approved the I-70 and Little Blue Parkway Tax Increment Financing Plan (the TIF Plan ) on December 17, 2012, which calls for the redevelopment of four redevelopment project areas including Redevelopment Project #1 which is generally located at the northeast quadrant of the intersection of I-70 and Little Blue Parkway and legally described in Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, on January 7, 2013, the City Council held the first reading of an ordinance that would approve Project #1 pursuant to the TIF Plan and activate the collection of tax increment financing revenues within Project #1 (the Project #1 Ordinance ), and thereafter postponed indefinitely the second reading and final vote on such ordinance; and WHEREAS, the City Council intends to approve the Project #1 Ordinance prior to the date that the first store opens for business within Project #1; and WHEREAS, Developer proposes to construct a commercial development within Project #1 consisting of a home improvement retail store which will include approximately 163,000 square feet of indoor retail space, 13,000 square feet of outdoor garden center floor space, and 42,000 square feet of warehouse area (the Menards Development ) on approximately 17 acres of land that is located within Project #1 (the Menards Site ); and WHEREAS, the TIF Plan calls for the reimbursement of certain project costs associated with the development of the property within Project #1; and WHEREAS, the parties seek to enter into this agreement by which the City will provide reimbursement to Developer from a portion of the City s one percent general sales tax revenues and a portion of the tax increment financing revenues that are generated within Project #1 for certain costs associated with improvements that will facilitate the Menards Development and the further development of property within Project #1 for other commercial land uses; and WHEREAS, this Agreement will advance the goals and objectives of the TIF Plan and will provide significant economic benefits to the City by employing a significant number of people, curing the blighting conditions within Project #1, paying significant real estate taxes to the City and other taxing jurisdictions within Project #1, and by generating significant retail sales tax revenues for the City and other entities collecting retail sales taxes; and WHEREAS, the City is authorized to enter into this Agreement with the Developer pursuant to the provisions of Sections 70.210 and 99.820 of the Revised Statutes of Missouri. 1

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the City and the Developer do hereby covenant and agree upon the following terms and conditions: 1. Definitions. As used in this Agreement, capitalized terms which are not defined in the recitals above shall have the following meanings: A. Available City Sales Tax Revenues means twenty-five percent (25%) of the City s one percent (1%) general sales tax revenues generated within Project #1, which shall be payable from that portion of the City s one percent (1%) general sales tax revenues which are not captured as TIF Revenues from Project #1. B. Force Majeure means acts not reasonably within the control of the Developer that cause delays, including without limitation acts of God, inclement weather, strikes, inability to procure or a general shortage of labor, equipment, facilities or supplies, lockouts, acts of labor unions, condemnation, court orders, laws or orders of governmental or military authorities. C. Improvements means the Public Improvements and the Site Improvements, collectively. D. License Surcharge means the excise tax that imposed upon building contractors pursuant to Chapter 5, Article 18 of the Code of the City of Independence. E. License Surcharge Moratorium means the moratorium on the City s imposition of the License Surcharge that was initiated by the adoption of City Ordinance No. 17969 (September 24, 2012), that was extended by the adoption of City Ordinance No. 18182 (October 7, 2013) and which remains in effect on the date that this Agreement is fully executed by the parties. F. Project #1 means the area legally described in Exhibit A. G. Public Improvements means the design, engineering and construction of (1) improvements to the intersection of Jackson Drive and Little Blue Parkway in order to signalize such intersection and (2) the addition of a north-bound right turn lane on Little Blue Parkway leading to the intersection of Jackson Drive and Little Blue Parkway, each in accordance with the plans and specifications which are set forth in Exhibit C. H. Quarterly Payment Dates means February 1 st, May 1 st, August 1 st and November 1 st of each year. I. Site Improvements means the soil remediation and soil infill that must occur within Project #1 to make the property within Project #1 developable in accordance with the grading plans that are set forth in Exhibit D and pursuant to the City s zoning, subdivision and building permit approvals and all applicable provisions of the City Code. Soil remediation and soil infill includes work associated with 2

wetlands remediation and wetlands permits and approvals, including costs and fees incurred for such purposes. J. TIF Revenues means the Economic Activity Taxes and the Payments In Lieu of Taxes, each as defined in the TIF Plan, that are collected by or remitted to the City and deposited in the Special Allocation Fund for the TIF Plan. 2. Design and Construction of Improvements. A. The Developer shall design, engineer and construct the Improvements at its own expense in connection with the Menards Development and any other development that may occur within Project #1. The Site Improvements may occur in connection with the Menards Development and other development within Project #1. The parties agree that the estimated costs of the Improvements are set forth in Exhibit B. B. The Public Improvements shall be designed, engineered, constructed, inspected and accepted for dedication in accordance with all applicable City and state laws and requirements, including the City s Unified Development Ordinance, the City s Public Works Manual and the City Code. The Developer shall comply with all laws regarding the payment of prevailing wages to contractors or subcontractors of the Developer in the construction of the Public Improvements, and the Developer shall indemnify the City for any damage resulting to it from failure of either the Developer or any contractor or subcontractor to pay prevailing wages pursuant to applicable laws. 3. Reimbursement. Reimbursement for costs associated with the Improvements shall be provided in accordance with the following: A. All requests for reimbursement of Improvements costs shall be made in writing and directed to the City Manager. The Developer may submit a reimbursement request not more often than once each calendar quarter, and the total amount of all reimbursement requests shall be in accordance with the terms and conditions of this Section 3. The written request for reimbursement shall specify and itemize the Improvements costs that have actually been incurred and paid by Developer in accordance with this Agreement, by line-item category of costs as set forth in the column labeled Estimated Costs in Exhibit B, and shall be accompanied by sufficient documentation to provide proof that such costs have been incurred and paid. The parties agree that the columns labeled Quantities and Construction Costs Detail in Exhibit B are for descriptive purposes and are not binding and do not control for the purposes of reimbursement pursuant to this Agreement. The Developer shall, at the City s request, provide additional itemized invoices, receipts or other information that is reasonably requested by the City to confirm that any submitted cost qualifies for reimbursement under this Agreement. The City shall either approve or reject each request for reimbursement in writing within thirty (30) days after the submission thereof, and if the City has not responded after such period then the request shall be deemed approved. 3

B. Reimbursement for the approved Site Improvements costs shall be provided by the City solely from Available City Sales Tax Revenues. Reimbursement for the Public Improvements costs shall be provided by the City solely from the TIF Revenues that are generated within Project #1, in the amount set forth in the TIF Plan that is to be made available from the Special Allocation Fund for Reimbursable Project Costs associated with Project #1. Reimbursement shall be provided on a pay as you go basis as the Available City Sales Tax Revenues and TIF Revenues are generated by Project #1 and received by the City, and no source of City funds or revenues other than the Available City Sales Tax Revenues and the TIF Revenues that are generated by Project #1 shall be paid to Developer pursuant to this Agreement. No interest shall accrue on costs that are approved by the City for reimbursement. Payments shall be made by the City on the Quarterly Payment Dates from the Available City Sales Tax Revenues and the TIF Revenues that were generated and received by the City in the prior calendar quarter, beginning in 2017 as set forth in paragraph F of this Section 3. If a payment, or a statement that no Available City Sales Tax Revenues and TIF Revenues were received by the City during the prior quarter, is not transmitted by the City within ten (10) business days following a Quarterly Payment Date, then the City shall be obligated to pay Developer $250 for each month that the payment or statement is late after such date. C. No more than $2,350,000 shall be provided by the City to Developer as reimbursement for all Improvements pursuant to this Agreement, regardless of the estimated costs of each type of Improvement as set forth in Exhibit B and regardless of the actual costs incurred by Developer for each type of Improvements. D. No more than each respective line-item amount for the categories of Public Improvements, the Menards Site Soil Remediation Costs, and the Remaining Project Area #1 Soils Remediation Costs as set forth in the column labeled Estimated Costs in Exhibit B shall be provided by the City to Developer as reimbursement for each of those respective line-item category of costs. Cost savings realized for either of the two Public Improvements (Jackson Drive and Little Blue Parkway Intersection, and Little Blue Parkway Turn Lane) may be used on the other Public Improvements, but may not be transferred to provide any reimbursement for Site Improvement Costs. (Example #1: if $10,000 of the allowed $200,000 for the Little Blue Parkway Turn Lane remains after the turn lane has been completed, this $10,000 amount may be transferred to reimbursement of the Jackson Drive and Little Blue Parkway Intersection costs provided that the maximum total of $350,000 for all Public Improvements is not exceeded, but may not be transferred to provide reimbursement for any Site Improvements costs.) Savings realized by Developer for each respective line-item category of costs for the categories of Public Improvements, the Menards Site Soil Remediation Costs, and the Remaining Project Area #1 Soils Remediation Costs, as set forth in the column labeled Estimated Costs in Exhibit B, may not be transferred to each of these other respective categories of costs in the column labeled Estimated Costs in Exhibit B. (Example #2: if $20,000 of the allowed $700,000 for soil remediation costs 4

associated with the Menards Site remains after the soil remediation work has been completed, this $20,000 amount cannot be transferred for reimbursement of additional Public Improvements costs even if the Public Improvements costs goes $20,000 over the projected budget.) E. Costs for Site Improvements may be incurred in stages or at one time, at Developer s discretion. No more than $700,000 shall be paid by the City to Developer as reimbursement for the costs of Site Improvements that are incurred within the boundaries of the Menards Site. Costs of Site Improvements that are incurred for portions of Project #1 outside of the Menards Site may be reimbursed as such improvement costs are incurred, regardless of when the remaining portions of Project #1 are developed for commercial land uses. F. No reimbursement shall be provided pursuant to this Agreement unless the Menards store within Project #1 is open for business on or before June 1, 2017. Any reimbursement that is approved by the City pursuant to this Agreement shall be contingent upon the opening of the Menards store, and no payment shall be made by the City pursuant to this Agreement until after the Menards store is open on or before June 1, 2017. 4. Utility Relocation. The parties agree that all costs associated with relocating any existing utilities from any existing public or private easement, as a result of construction of the Improvements, shall be paid by the Developer, and are not the responsibility of the City. The parties agree that all costs associated with relocating any existing utilities from any existing right-of-way as a result of construction of the Public Improvements, which are not paid by a utility company, shall be paid by the Developer and are not the responsibility of the City. 5. License Surcharge. A. The City agrees that the License Surcharge Moratorium that is in effect on the date that this Agreement is executed by the parties shall be extended and applied to the building permit that is issued for the Menards Development, provided that the Menards store within Project #1 is opened for business on or before June 1, 2017. B. In the event that the Menards store is opened for business after June 1, 2017, the status of the License Surcharge on the date that the building permit is actually issued by the City shall made applicable to the building permit for the Menards store, and if there was no moratorium in effect for the License Surcharge on the date that the building permit was issued for the Menards store then the applicable License Surcharge amount shall be due and payable prior to the issuance of a final certificate of occupancy for the Menards store. 6. Development Plan. The parties agree that, notwithstanding any provision of the City s Unified Development Ordinance to the contrary, the preliminary development plan for the Menards Development shall be remain in effect and shall not expire until (a) a final development plan application has been submitted by Developer in accordance with all 5

applicable requirements of the City s Unified Development Ordinance or (b) June 30, 2017, whichever occurs first. 7. Indemnity. A. General Indemnity. The Developer shall indemnify, release, defend, be responsible for and forever hold harmless the City, its officers, agents, employees, elected officials, and attorneys, each in their official and individual capacities, from and against all lawsuits, suits, actions, costs, claims, demands, damages, disability, losses, expenses, including reasonable attorney s fees and other defense costs or liabilities of any character and from any cause whatsoever, brought because of bodily injury or death received or sustained, or loss or damage received or sustained, by any person, persons, or property arising out of or resulting from any act, error, omission, or intentional act of the Developer or its agents, employees, or subcontractors, to the extent such loss or injury occurs during the construction of the Improvements; provided, however, that the Developer need not save harmless the City from claims, demands, losses and expenses arising out or to the extent caused by the sole negligence of the City, its employees or agents. B. No Limitations or Waiver. The indemnity required hereunder shall not be limited by reason of the specification of any particular insurance coverage in this Agreement, or by a limitation of the amount or type of damages or compensation payable by or for the Developer under Workers Compensation, disability or other employee benefit acts, acceptance of insurance certificates required under this Agreement, or the terms, applicability or limitation of any insurance held by the Developer. The City does not, and shall not, waive any rights against the Developer which it may have by reason of this indemnification, because of the acceptance by the City, or the deposit with the City by the Developer, of any of the insurance policies described in this Agreement. In addition, the parties agree that this indemnification by the Developer shall not be limited by reason of whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages. C. Notification of Claims. With respect to any claims which are subject to indemnity hereunder, the Developer shall immediately notify the City of any and all claims filed against the Developer or the Developer and the City jointly, and shall provide the City with a copy of the same. D. Use of Independent Contractors. The fact that the Developer carries out any activities under this Agreement through independent contractors shall not constitute an avoidance of, or defense to, the Developer s duty of defense and indemnification under this section. 8. Insurance. A. Prior to commencing construction of the Public Improvements in City rights-of-way, the Developer or its contractor shall file with the City evidence of liability insurance 6

that is consistent with the requirements of the City's Public Works Manual and in the following amounts: (1) Commercial general liability ( CGL ) insurance providing coverage for those liabilities which is equal or broader than that currently covered by a CGL policy (a standard ISO CGL form) including at least the following hazards: (1) premises and operations; (2) products and completed operations; (3) independent contractors; and (4) blanket contractual liability for all legal contracts; such insurance to be on an occurrence form with a combined limit of not less than the maximum amount of liability as published annually by the Department of Insurance in the Missouri Register, in accordance with Section 537.610 RSMo which is made applicable to political subdivisions pursuant to Section 537.600, RSMo; (2) Workers compensation insurance or self-insurance, subject to statutory limits and employer s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operation if applicable in accordance with the applicable worker s compensation laws. B. Each insurance policy obtained in satisfaction of the foregoing requirements: (1) shall be by such insurer or insurers as shall be financially responsible, and shall have a rating equal to or higher than A- or better by Best Insurance Guide and Key Ratings or shall be acceptable to the City as evidenced by a written certificate delivered to the City, and (2) shall be in such form and with such provisions as are generally considered standard provisions for the type of insurance involved as evidenced by a written report delivered to the City. C. All such policies, or a certificate of the insurers that such insurance is in full force and effect, shall be delivered to the City and, prior to expiration of any such policy, the Developer or its contractor shall furnish the City with satisfactory evidence that such policy has been renewed or replaced or is no longer required by this Agreement. All policies evidencing such insurance required to be obtained under the terms of this Agreement shall provide for prior written notice to the City of any cancellation or reduction in amount of coverage. 9. Default. Subject to Force Majeure and any applicable cure periods, the following conditions, occurrences, or actions will constitute a default by the Developer during the term of this Agreement: 7

A. Developer s failure to perform work on the Public Improvements for a period of more than thirty (30) consecutive days after commencement of construction of such improvements; or B. Developer s failure to complete construction of the Public Improvements after the commencement of construction of such improvements. 10. Termination. This Agreement may be terminated at the option of the City upon the occurrence of an event of default listed in Section 8 above, provided, however, that the City may not declare a default until written notice has been given to the Developer and the Developer has not cured such default or is not zealously pursuing such cure within thirty (30) days of the City giving such notice. 11. General Provisions. A. No waiver of any provision of this Agreement will be deemed or constitute a waiver of any other provision, nor will it be deemed or constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement signed by both City and Developer; nor will the waiver of any defect under this Agreement be deemed a waiver of any subsequent default or defaults of the same type. The City s failure to exercise any right under this Agreement, will not constitute the approval of any wrongful act by the Developer or the acceptance of any Improvements or the Project. B. The parties to this Agreement may amend or modify this Agreement only by written instrument duly executed by the parties hereto. C. No person or entity who or which is not a party to this Agreement will have any right of action under this Agreement. D. This Agreement constitutes the entire Agreement between the parties, and no statements, promises, or inducements that are not contained in this Agreement will be binding on the parties. This Agreement may not be assigned to any other parties unless such assignment is approved in writing by both parties. E. If any part, term, or provision of this Agreement is held by a court to be illegal or otherwise unenforceable, such illegality or unenforceability will not affect the validity of any other part, term, or provision, and the rights of the parties will be construed as of the part, term, or provision was never part of this Agreement. F. Nothing contained in this Agreement constitutes a waiver of the City s sovereign immunity under any applicable state law. G. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri. 8

8. NOTICE: Any notice, demand, request or other communication which may or shall be given or served by Seller to or on the Purchaser, or by the Purchaser to or on Seller, shall be deemed to have been given or served on the date the same is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid, sent by facsimile transmission or given to a nationally recognized overnight courier service for next business day delivery and addressed as follows: If to City: City of Independence c/o City Manager 111 E. Maple Independence, MO 64050 Phone: (816) 235-7758 And David Bushek Gilmore & Bell, P.C. 2405 Grand Blvd. #1100 Kansas City, MO 64108 Phone: (816) 218-7545 If to the Purchaser: Menard, Inc. Attn: Properties 5101 Menard Drive Eau Claire, WI 54703 Phone: (715) 876-2207 The above addresses may be changed at any time by the Parties by notice given in the manner provided above. The Parties agree that electronically reproduced signatures such as by facsimile transmission are valid for execution or amendment of this Agreement and that electronic transmission/facsimile is an authorized form of notice as that term is used in this Agreement. [Remainder of this page intentionally left blank] 9

IN WITNESS WHEREOF, the parties hereunto have executed this Agreement this day of, 2014. CITY OF INDEPENDENCE, MISSOURI [SEAL] By: Robert E. Heacock, City Manager ATTEST: Jane Pickett Sharon City Clerk MENARD, INC. By: Name: Theron J. Berg Title: Real Estate Manager, Menard, Inc. 10

Exhibit A Legal Description of Redevelopment Project #1 TRACT 1: PART OF THE SOUTH 330 FEET OF THE WEST 726 FEET OF THE SOUTHEAST QUARTER OF SECTION 21 AND THAT PART OF THE WEST 726 FEET OF THE NORTHEAST QUARTER OF SECTION 28, LYING NORTH OF U.S. INTERSTATE 70, EXCEPT THAT PART IN CONDEMNATION CASE NO. CV97-9441 ENTITLED STATE OF MISSOURI EX REL MISSOURI HIGHWAY AND TRANSPORTATION COMMISSION VS. JAMES A. COLEMAN ET AL, ALL IN TOWNSHIP 49 NORTH OF THE BASELINE RANGE, 31 WEST OF THE PRINCIPAL MERIDIAN, CITY OF INDEPENDENCE, IN JACKSON COUNTY, MISSOURI, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 49 NORTH, RANGE 31 WEST; THENCE NORTH 02 DEGREES 26 MINUTES 48 SECONDS EAST, ALONG THE WEST LINE OF SAID QUARTER SECTION, A DISTANCE OF 330 FEET; THENCE SOUTH 87 DEGREES 39 MINUTES 41 SECONDS EAST, ALONG A LINE PARALLEL WITH THE SOUTH LINE OF SAID QUARTER SECTION, A DISTANCE OF 73.73 FEET TO THE EAST RIGHT-OF-WAY OF LITTLE BLUE PARKWAY AS DESCRIBED IN DOC. I-124193, SAID POINT BEING THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 87 DEGREES 39 MINUTES 41 SECONDS EAST, A DISTANCE OF 652.27 FEET; THENCE SOUTH 02 DEGREES 26 MINUTES 48 SECONDS WEST, ALONG A LINE PARALLEL WITH THE WEST LINE OF SAID QUARTER SECTION, A DISTANCE OF 330 FEET TO A POINT ON THE SOUTH LINE OF SAID QUARTER SECTION; THENCE SOUTH 02 DEGREES 11 MINUTES 06 SECONDS WEST, ALONG A LINE PARALLEL WITH THE WEST LINE OF THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 49 NORTH, RANGE 31 WEST, A DISTANCE OF 181.47 FEET TO THE NORTH RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY I- 70 AS DESCRIBED IN CONDEMNATION CASE NO. CV97-9441; THENCE NORTH 64 DEGREES 05 MINUTES 56 SECONDS WEST, ALONG SAID NORTH LINE A DISTANCE OF 588.55 FEET; THENCE CONTINUING ALONG SAID LINE NORTH 09 DEGREES 08 MINUTES 09 SECONDS WEST, A DISTANCE OF 267.51 FEET; THENCE CONTINUING ALONG SAID LINE SOUTH 83 DEGREES 35 MINUTES 29 SECONDS WEST, A DISTANCE OF 60.08 FEET TO THE EXISTING EAST RIGHT-OF- WAY OF LITTLE BLUE PARKWAY; THENCE NORTH 02 DEGREES 11 MINUTES 12 SECONDS EAST, ALONG SAID RIGHT-OF-WAY, A DISTANCE OF 23.17 FEET TO THE POINT OF BEGINNING. TRACT 2: A TRACT OF LAND IN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21 AND THE NORTHEAST QUARTER OF SECTION 28, BOTH IN TOWNSHIP 49, RANGE 31, IN INDEPENDENCE, JACKSON COUNTY, MISSOURI, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT OF INTERSECTION OF THE NORTH LINE OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21 AND THE EAST LINE OF SELSA ROAD, SAID POINT BEING 69.23 FEET EASTERLY OF THE NORTHWEST CORNER OF SAID QUARTER QUARTER SECTION; THENCE SOUTH 87 DEGREES 51 MINUTES 33 SECONDS EAST, 964.51 FEET ALONG THE NORTH LINE OF SAID QUARTER QUARTER SECTION TO A POINT ON THE WEST LINE OF THE ILLINOIS CENTRAL GULF RAILROAD; THENCE SOUTH 27 DEGREES 36 MINUTES 02 SECONDS EAST, 44.84 FEET ALONG THE WEST LINE OF SAID RAILROAD; THENCE SOUTH 2 DEGREES 27 MINUTES 58 SECONDS WEST, 1708.64 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF INTERSTATE ROUTE 70; THENCE NORTH 80 DEGREES 12 MINUTES 54 SECONDS WEST, 294.95 FEET ALONG SAID NORTH RIGHT OF WAY LINE; THENCE NORTH 89 DEGREES 11 MINUTES 23 SECONDS WEST, 37.47 FEET ALONG SAID NORTH RIGHT OF WAY LINE; THENCE NORTH 2 DEGREES 27 MINUTES 58 SECONDS EAST, 715.82 FEET; THENCE NORTH 87 DEGREES 38 MINUTES 27 SECONDS WEST, 652.32 FEET TO A POINT ON THE EAST LINE OF SELSA ROAD; THENCE NORTH 2 DEGREES 11 MINUTES 52 SECONDS EAST, 990.89 FEET ALONG THE SAID EAST LINE TO THE POINT OF BEGINNING. TRACT 3: A TRACT OF LAND IN THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 49, RANGE 31 IN INDEPENDENCE, JACKSON COUNTY, MISSOURI, DESCRIBED AS FOLLOWS: 11

BEGINNING AT A POINT ON THE SOUTH LINE OF SAID QUARTER QUARTER SECTION, SAID POINT BEING ALSO A POINT ON THE EAST RIGHT OF WAY LINE OF SELSA ROAD AND 69.23 FEET EASTERLY OF THE SOUTHWEST CORNER OF SAID QUARTER QUARTER SECTION; THENCE NORTH 2 DEGREES 11 MINUTES 52 SECONDS EAST ALONG SAID EAST LINE OF SELSA ROAD, 125.88 FEET; THENCE SOUTH 87 DEGREES 48 MINUTES 08 SECONDS EAST, 374.27 FEET; THENCE ON A CURVE TO THE LEFT HAVING A RADIUS OF 688.68 FEET AND AN ARC DISTANCE OF 359.39 FEET; THENCE NORTH 62 DEGREES 47 MINUTES 52 SECONDS EAST, 106.66 FEET TO A POINT ON THE WEST LINE OF THE ILLINOIS CENTRAL GULF RAILROAD; THENCE SOUTH 27 DEGREES 36 MINUTES 02 SECONDS EAST ALONG THE SAID WEST LINE OF RAILROAD, 309.93 FEET TO A POINT ON THE SOUTH LINE OF SAID QUARTER QUARTER SECTION; THENCE NORTH 87 DEGREES 51 MINUTES 33 SECONDS WEST ALONG SAID SOUTH LINE OF SAID QUARTER QUARTER SECTION, 964.51 FEET TO THE POINT OF BEGINNING. TRACT 4: A TRACT OF LAND IN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21 AND THE NORTHEAST QUARTER OF SECTION 28, BOTH IN TOWNSHIP 49, RANGE 31, IN INDEPENDENCE, JACKSON COUNTY, MISSOURI, DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE NORTH LINE OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21 AND THE WEST LINE OF THE ILLINOIS CENTRAL GULF RAILROAD, SAID POINT BEING 1033.74 FEET EASTERLY OF THE NORTHWEST CORNER OF SAID QUARTER QUARTER SECTION; THENCE SOUTH 27 DEGREES 36 MINUTES 02 SECONDS EAST, 44.84 FEET ALONG THE WEST LINE OF SAID RAILROAD TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG THE WEST LINE OF SAID RAILROAD, SOUTH 27 DEGREES 36 MINUTES 02 SECONDS EAST, 1841.15 FEET; THENCE CONTINUING ALONG THE WEST LINE OF SAID RAILROAD ON A CURVE TO THE RIGHT, HAVING A RADIUS OF 2814.82 FEET AND AN ARC DISTANCE OF 281.35 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF INTERSTATE ROUTE 70; THENCE NORTH 80 DEGREES 12 MINUTES 54 SECONDS WEST, 1059.63 FEET ALONG SAID NORTH RIGHT OF WAY LINE; THENCE NORTH 2 DEGREES 27 MINUTES 58 SECONDS EAST, 1708.64 FEET TO THE POINT OF BEGINNING. 12

Exhibit B Description of Improvements Item Quantities Construction Cost Detail Estimated Costs Public Improvements Jackson Drive & Little Blue Parkway Intersection Curb & Gutter 310 feet $6,000 Pavement 300 tons $30,000 Multi-Use Trail 3000 sq.ft. with ramp $24,000 Curb Inlet one each $3,000 Street Light Relocation one each $3,000 Pedestrian Signal Relocation one each $12,000 Traffic Control lump sum $7,000 Pavement Marking lump sum $3,000 Grading and Site Preparation lump sum $18,000 Seed and Mulch 0.5 acres $1,000 Engineering 10% of cost $15,000 Construction Permits $8,000 Contingency $20,000 Intersection Subtotal $150,000 Little Blue Parkway turn lane Concrete Medians 2000 sq.ft. $40,000 Street Lights 3 each $9,000 Sidewalks 2000 sq.ft. $20,000 Traffic Control lump sum $15,000 Pavement Markings lump sum $11,000 Grading and Site Preparation lump sum $31,000 Seed and Mulch 1.0 acres $2,000 Engineering 10% of cost $20,000 Construction Permits $12,000 Contingency $40,000 Turn Lane Subtotal $200,000 Public Improvements Subtotal $350,000 Site Improvements Menards Site -- Soil Remediation Costs $700,000 Remaining Project #1 Area -- Soil Remediation Costs $1,300,000 Site Improvements Subtotal $2,000,000 Total $2,350,000 13

Exhibit C Construction Plans for Public Improvements [attached] 14

Exhibit D Grading Plans [attached] 15