ROUSE, FRETS & DAVISON LLC

A T T O R N E Y S A T L A W

 700 S. Riverside Road, Suite 200

 St. Joseph, MO 64507 ERIC J. POGGEMILLER

 Phone: (816) 364-4044 Direct Dial: (816) 558-7435

 Fax: (816) 364-6396 epoggemiller@jdavisonlaw.com

Via Electronic Mail to cela@fec.gov

IN THE MATTER OF SQI LIMITED, LLC )

AND ANY UNKNOWN PERSON(S) ) MUR No. 8058

)

) CONFIDENTIAL

) SENSITIVE

)

RESPONSE TO COMPLAINT

On behalf of SQI Limited, LLC, (“SQI Limited”), Herzog Contracting Corp. (“Herzog 

Contracting”), Herzog Transit Services, Inc. (“Herzog Transit”), and Herzog Technologies, Inc. 

(“Herzog Technologies”) (collectively “Respondents”), the undersigned counsel hereby responds to 

the Complaint filed with the Federal Election Commission (“Commission”) by the Campaign Legal 

Center and Roger G. Wieand (collectively “Complainants”). This response is submitted pursuant to 

52 USC § 30109(a)(1) and 11 C.F.R. § 111.6, and in accordance with the instructions listed in 

Commission’s separate letters to Respondents, each dated August 26, 2022. The deadline for 

Respondent’s response was originally September 12, 2022. It has since been extended to November 

11, 2022.

Respondents respectfully request, for the reasons outlined below, that the Commission find 

no reason to believe Respondents have violated or are likely to violate the Federal Election Campaign 

Act (the “Act”), and further request the Commission to take no action on the Complaint. Absent 

evidence of the existence of a violation of the Act, or facts indicating a violation of the Act is likely 

to occur, the Commission should find no reason to believe further proceedings are warranted in this 

matter.

MUR805800050
2

THE COMPLAINT

The Complaint presents a single allegation, which is premised solely upon assumptions by 

the Complainant, that SQI Limited, LLC and the Unknown Person(s) who allegedly contributed 

to Save Missouri Values (“SMV”) in the name of SQI Limited, LLC violated 52 U.S.C. § 30122. 

The Complaint names SQI Limited and “Any Unknown Persons”. SQI Limited was served at its 

registered office on August 26, 2022. Herzog Contracting, Herzog Transit, and Herzog 

Technologies, although not being named as Respondents in the Complaint, were separately served 

by way of an email addressed to Herzog Chairman and CEO Brad Lager on the same day.

THE FACTS

SQI Limited is a Missouri Limited Liability Company, organized on April 13, 2022, and it 

is wholly owned by Herzog Enterprises, Inc. (“Herzog Enterprises”), a Missouri corporation.1

Herzog Contracting is a Missouri corporation, organized on May 7, 1969, and it is wholly owned 

by Herzog Enterprises, a Missouri corporation.2 Herzog Transit is a Missouri corporation, 

organized on July 28, 1993, and it is wholly owned by Herzog Enterprises, a Missouri corporation.3

Herzog Technologies is a Missouri corporation, organized on December 13, 2010, and it is wholly 

owned by Herzog Enterprises.

4 Herzog Enterprises and its family of affiliated companies comprise 

several more entities, some of which have “Herzog” in the name and some that do not.

SQI Limited’s business purpose is to purchase, hold, lease, and manage quarry operations 

upon land owned or leased by SQI Limited.5 For limitation of liability and business reasons, 

Herzog Enterprises has decided to have a separate entity hold these properties. SQI Limited owns 

and manages approximately 310 acres, more or less6, and is in the process of finalizing the 

purchase or acquisition of an additional approximate amount of 700 acres of land, portions of 

which have previously been quarried and portions of which will be quarried by SQI Limited in the 

1 Exhibit A (“SQI Minutes”), 

2 Exhibit B (“HCC Minutes”)

3 Exhibit C (“HTSI Minutes”)

4 Exhibit D (“HTI Minutes”)

5 “SQI” is an acronym for “Strategic Quarry Investments”.

6 Exhibit E (“Special Warranty Deed – Maitland”); Exhibit F (“Special Warranty Deed – Wathena”). (SQI Limited 

is awaiting a file-stamped copy of the recorded Wathena deed from the recorder’s office so an unrecorded copy has 

been presented as Exhibit F.)

MUR805800051
3

future.7In addition, SQI Limited has a lease for a quarry operation.8

Management of SQI Limited is vested in its sole member, Herzog Enterprises.

9 As such, 

Herzog Enterprises can direct the expenditure of the funds of SQI Limited for any lawful purpose. 

As is typical in the formation of new subsidiaries, the initial capital contributions to SQI Limited

came from its affiliated companies in the form of inter-company transfers. No owners, executives, 

or employees of either Herzog Enterprises, SQI Limited, or any other affiliated company made 

any contributions to SQI Limited whatsoever, as Complainants allege without evidence. 

On or around July 11, 2022, Brad Lager, the Chief Executive Officer for Herzog 

Enterprises (the member manager of SQI Limited) directed the expenditure of funds for the

purpose of making a contribution to SMV. This was done through communication with a 

fundraising consultant, and Mr. Lager made no attempt to conceal his identity, as evidenced by an 

email sent to his Herzog email address thanking him for the donation.10 SMV went on to report 

the address of the Herzog Enterprises’ headquarters in St. Joseph, Missouri as SQI Limited’s 

address. The wire transfer from SQI Limited listed this address as well.11

SMV is an independent expenditure-only political committee (“SuperPAC”), which is free 

to accept contributions from any corporation. Neither SQI Limited, nor any other Herzog-affiliated 

entities, are foreign nationals, federal contractors, national banks, or federally chartered operations. 

As such, any and all of them are free to contribute an unlimited amount of funds to any SuperPAC 

they wish.

THE LAW

Prior to opening an investigation, the Commission is required to make a finding that “it has 

reason to believe that a person has committed or is about to commit a violation of [the] Act...”12

The Act provides that “[n]o person shall make a contribution in the name of another person or 

knowingly permit his name to be used to effect such a contribution and no person shall knowingly

7 Exhibit G (“Real Estate Contract - Teel”)

8 Exhibit H (“Assignment of Lease”)

9 See Exhibit A.

10 Exhibit I (“Lager Email”)

11 Exhibit J (“Wire Transfer”)

12 52 U.S.C. § 30109

MUR805800052
4

accept a contribution made by one person in the name of another person.”13 This law has been used 

to prohibit corporations and other certain individuals who are not allowed to donate to political 

campaigns from circumventing those restrictions by passing those funds through an individual 

otherwise allowed to contribute to political campaigns.

The donation at issue in this matter, however, is not a donation to a political campaign, but 

rather to a SuperPAC. SuperPACs are free to solicit and accept unlimited contributions from 

individuals and corporations.14 While SuperPACs are still required to list their donors, there is no 

requirement that a donor corporation list all its shareholders as the “true contributors”. As this 

Commission has previously recognized, “[t]he speech rights recognized in Citizens United would 

be hollow if closely held corporations and corporate LLCs were presumed to be straw donors –

thus, triggering investigations and potential punishment – each time they made contributions.”15

Such contributions “shall be presumed lawful unless specific evidence demonstrates otherwise.”16

The Supreme Court has held that, “If the First Amendment has any force, it prohibits 

Congress from fining or jailing citizens, or associations of citizens, for simply engaging in 

political speech.”17 The Court in Citizens United stated that “[b]ecause speech is an essential 

mechanism of democracy...political speech must prevail against laws that would suppress it by 

design or inadvertence.”18 Therefore, any such laws are subject to “strict scrutiny.”19

ANALYSIS

1. The Complaint fails to clearly identify each person, committee or group that is alleged 

to have committed a violation.

SQI Limited is the only party named with any particularity in the Complaint. However, 

Complainants allege, without evidence, that SQI Limited is not the source of the contributions, 

and instead simply references “Any Unknown Person(s) who made contributions to Save Missouri 

13 52 U.S.C. § 30122 (emphases added)

14 See SpeechNow.org v. FEC, 599 F.3d 686, 696 (D.C. Cir. 2010) (en banc); EMILY’s List v. FEC, 581 F.3d 1, 11 

(D.C. Cir. 2009).

15 Statement of Reasons of Commissioners Petersen, Hunter, and Goodman, MURs 6485, 6487, 6488, 6711, and 

6930 (April 4, 2016) (p. 2)

16 Id. at p. 12 (emphasis added)

17 Citizens United v. F.E.C., 558 U.S. 310, 349 (2010) (emphasis added)

18 Id. at 312

19 Id.

MUR805800053
5

Values in the name of SQI Limited”. A reference to “any unknown person(s)” is a violation of the 

regulations relating to FEC Complaints, which requires each Complaint to “clearly identify...each 

person or entity who is alleged to have committed a violation.”

20 Herzog Contracting, Herzog 

Transit, and Herzog Technologies should not be properly viewed as Respondents in this matter. 

They are not named as Respondents by Complainants, and their only appearance in the Complaint 

is in a paragraph that references the fact that they share an address with the address listed by SMV 

for SQI Limited. There is no evidence presented by the Complainants, whether direct, indirect, or 

even by implication, which indicates Herzog Contracting, Herzog Transit, or Herzog Technologies

provided any funds to SQI Limited whatsoever, for the intentional purpose of disguising the true 

source of political contributions. The entire Complaint should therefore be dismissed for failing to 

comply with 11 C.F.R. § 111.4(d)(1), and at a minimum Herzog Contracting, Herzog Transit, and 

Herzog Technologies should be dismissed from the Complaint.

2. Complainants have not shown any evidence that SQI Limited made a contribution in 

the name of another person.

Complaints are required to “contain a clear and concise recitation of the facts which 

describe a violation of a statute or regulation over which the Commission has jurisdiction.”21

Complainants have not provided any facts describing a violation of a statute or regulation, let alone 

a “clear and concise” recitation. There is simply no detail or factual support for Complainant’s 

accusations.

Due process and fundamental fairness dictate that the burden must not shift to Respondents 

merely because a complaint is filed with the Commission.22 This is especially the case where the 

Complaint does not contain sufficient information to establish an alleged violation or provide the

Respondents with sufficient information to meaningfully respond to the allegations. As previously 

held by this Commission, “Unwarranted legal conclusions form asserted facts...will not be 

accepted as true.”23 Mere speculation alone is insufficient to warrant an investigation.24

20 11 C.F.R. § 111.4(d)(1) (emphases added)

21 11 C.F.R. § 111.4(d)(2) (emphasis added).

22 See Statement of Reasons of Chairman Darryl R. Wold and Commissioners David M. Mason and Scott E. 

Thomas, MUR 4850 (July 20, 2000) (p. 2) (holding that a “mere conclusory allegation without any supporting 

evidence does not shift the burden of proof to respondents”).

23 Statement of Reasons of Chairman Darryl R. Wold and Commissioners David M. Mason and Scott E. Thomas, 

MUR 4960 (December 21, 2000) (p. 2)

24 Id. at 3.

MUR805800054
6

As previously stated, donations from corporate LLC’s “shall be presumed lawful unless 

specific evidence demonstrates otherwise.”25 The Commission “may not merely presume that 

Contributions from closely held corporation or corporate LLC’s are actually contributions in the 

name of another.”26 Complainants have not provided any evidence to this Commission, whether 

specific or otherwise, to rebut such presumption. SQI Limited has a constitutionally protected right 

to make a contribution to SMV or to any other SuperPAC. It owes no explanation to Complainants 

or anyone else as to the reasons for its exercise of its free speech rights.

Where such evidence is lacking, the Commission will look to whether the entity was 

created and operated “for the sole purpose of making political contributions.”27 As stated 

previously, SQI Limited was formed for the purpose of purchasing, leasing, and managing 

quarries, tasks which it has already begun to perform. It therefore performs a legitimate business 

function and is as legally entitled to make political contributions as any other non-restricted 

entity.28

Complainants’ “evidence” to the contrary mostly consists of SQI Limited’s lack of online 

presence or other “public footprint”. This is not unusual for a newly formed company. 

Complainants try to attach some significance to the fact that SQI Limited is not listed as a Herzog 

affiliate on its website. The website for the Herzog companies is not automatically updated every 

time a subsidiary is formed. Furthermore, the Herzog companies have several subsidiaries and 

affiliates who are not listed on its website, which is geared more toward advertising entities that 

propose and perform public contracts. As previously stated, SQI Limited’s purpose is to purchase 

and acquire quarries for the benefit of its affiliated companies. There is therefore no reason for it 

to be listed on the website.

The Complaint further alleges there is something improper about SQI Limited having the 

same address as other Herzog-affiliated companies. This is a bizarre assertion since listing such an 

address points away from any intent to deceive the public from knowing the connection of SQI 

25 Statement of Reasons of Commissioners Petersen, Hunter, and Goodman, MURs 6485, 6487, 6488, 6711, and 

6930 (April 4, 2016) (p. 12)

26 Id.

27 Statement of Reasons of Commissioners Petersen, Hunter, and Goodman, MURs 6485, 6487, 6488, 6711, and 

6930 (April 4, 2016) (p. 12).

28 The Commission has also looked at the timing of contributions before, noting that a gap of two months between 

company formation and political donation was a long enough gap of time to be inconsistent “with a scheme to 

illegally convey another’s contribution through the organizations.” Statement of Vice Chair Allen Dickerson and 

Commissioners Sean J. Cooksey and James Trainor, III MUR 7754 (December 1, 2021) (p. 6). In the present 

instance, the gap of time was longer than two months.

MUR805800055
7

Limited with other Herzog companies. Furthermore, If the intent was to hide Herzog Enterprises’ 

affiliation with SQI Limited, it would not have made sense for the CEO of Herzog Enterprises to 

be the one having discussions with representatives of the SuperPAC about the donation.

Complainants’ only other line of argument details SQI Limited’s recent formation and lack 

of significant income. Complainant has cited no evidence or any factual basis detailing what SQI

Limited’s income is or what its sources of revenue may be. This is nothing more than speculation, 

conjecture, and supposition on the part of Complainants and can in no way form a reasonable basis 

to believe that SQI Limited or any other entity has committed a violation of the Act, which is 

required before an investigation is opened. As a relatively new entity, SQI Limited relies on intercompany transfers of funds from its affiliates, as do most new subsidiaries. There is no source or 

authority cited in the Complaint that would require a newly started company to wait to make 

political contributions until it is profitable.

Paragraph 15 of the Complaint falsely claims that straw donor contributions “like those 

alleged here” have led to “criminal indictments and convictions in recent years.” Nothing could be 

further from the truth. The only examples cited by Complainants involve instances where foreign 

nationals or government contractors, who are banned from making contributions to political 

campaigns, have funneled money through conduits.29 There has been no evidence or any other 

factual basis presented here that any such prohibited individuals have in any way made any 

contributions to SQI Limited for any purpose. SQI Limited’s parent company, Herzog Enterprises, 

would not have been prohibited from contributing to SMV, nor would any of SQI Limited’s 

affiliates have been so prohibited.

There is no statute, court decision, rule, regulation, or any other authority that would make 

it illegal for a company to make a political contribution based solely on its status as a start-up 

company. Complainants cannot provide any authority for its alleged proposition that a company 

must have generated its own income prior to making a political contribution. Complainants provide 

no authority for the proposition that a newly started company such as SQI Limited needs to have 

a social media account, maintain a website, or be registered with the Chamber of Commerce prior 

to making a political contribution.

29 See Complaint ¶ 15.

MUR805800056
8

3. Even if the Commission believes there was a violation of the disclosure requirements, 

the most Complainants are entitled to would be to know the “true” source of the 

contribution.

None of the Respondents nor their parent company Herzog Enterprises, would have been 

prevented from making a contribution of any amount to SMV. Prosecutions for “conduit 

contributions” almost invariably involve the creation of shell companies for the sole purpose of 

circumventing contribution restrictions. No such evidence exists in this matter to support 

Complainants’ allegations and assumptions.

If Complainants were successful in convincing this Commission that the “true” source of 

the donation was SQI Limited’s parent company, Herzog Enterprises, the only harm Complainants 

could conceivably claim is that of their alleged lack of awareness as to the “true” source of the 

campaign contribution. If such a finding were to be made (which finding Respondents would 

strongly contest), the only remedy that should be required is the replacement of SQI Limited’s 

name with Herzog Enterprises’ name as the contributor to SMV. This is unnecessary, however, as 

the Complaint makes it clear that Complainants are already aware of SQI Limited’s connection 

with other Herzog-affiliated companies.30

CONCLUSION

The Complaint fails to clearly identify each person, committee or group that is alleged to 

have committed a violation. It fails to contain a clear and concise recitation of evidence of any 

facts which demonstrate any of Respondents made a contribution in the name of another. SQI

Limited is the true source of the contribution to SMV. It has been set up for its own legitimate 

business purpose of purchasing, leasing, and managing rock quarries. Even if successful in 

convincing the Commission that Herzog Enterprises is the “true” source of the campaign 

contribution, the only remedy would be in disclosing that Herzog Enterprises is the parent 

company for SQI Limited, thus answering any questions as to where SQI Limited’s funding source 

30 See Campaign Legal Center v. FEC, 245 F. Supp. 3d 119, 125 (Dist. D.C. 2017) (holding that the plaintiffs’ 

possession of all the relevant information about the contributions resulted in no injury).

MUR805800057
9

originates.

If the Complaint against Respondents is successful, the result will be to prohibit private 

companies from exercising their First Amendment rights to make contributions to SuperPACs if 

they are newly started companies. As a result, it will be unclear as to how long a company must

have been an existence prior to making contributions. It will be unclear how much revenue it must

have generated, how much of an online presence is required, and so forth. This would lead to a 

chilling of the free speech rights of associations which the Supreme Court in Citizens United said 

is an “essential mechanism of democracy.” Any such decision would be subject to strict scrutiny

by a reviewing court.

Consequently, the Commission should find no reason to believe that a violation of the Act 

has occurred and should close the file in this matter.

Sincerely,

____________________________

Eric J. Poggemiller

Mo. Bar No.: 55235

Attorney for:

SQI Limited, LLC

Herzog Contracting Corp.

Herzog Transit Services, Inc.

Herzog Technologies, Inc.

MUR805800058


EXHIBIT B

MUR805800061
EXHIBIT C

MUR805800062
EXHIBIT D

MUR805800063
 EXHIBIT E

MUR805800064
MUR805800065
MUR805800066
MUR805800067
MUR805800068
MUR805800069




REAL ESTATE SALE CONTRACT

THIS REAL ESTATE SALE CONTRACT (the “Contract”) is entered into on October 28, 

2022 (the “Effective Date”), between Susanne K. Richardson Teel, individually and as Trustee

of the Susanne K. Richardson Teel Trust dated December 22, 1992 (“Seller”) and SQI, 

Limited, LLC, a Missouri limited liability company (“Buyer”). Buyer and Seller may be referred 

to individually as a “Party” or collectively as the “Parties”.

NOW, THEREFORE, for and in consideration of the mutual covenants and other 

consideration contained herein, the Parties agree as follows:

1. Property. Seller sells to Buyer, in “AS IS” condition, the following described real estate

located in Andrew County, Missouri (the “Property”), legally described as follows:

TRACT 1:

Parcel Number 1380270000600COMM 

Parcel Number 13802700006000000 

Parcel Number 13803400006000000 

Parcel Number 13803400018010000 

Parcel Number 13802800007000000 

Parcel Number 13803300001000000 

Parcel Number 13802800019000000 

Parcel Number 13802800008000000 

(consisting of approximately 488.9 acres.)

TRACT 2:

The South 30 acres of the West Half of the Southwest Quarter of Section 26, 

Township 59, Range 35. Also, beginning at the southeast corner of Section 27, 

Township 59, Range 35, thence north 4.92 chains, thence West 25.56 chains, thence 

south 0.92 chains, thence west 5.935 chains to the center of the road, thence south 

4.01 chains to the section line, thence east 31.765 chains to the place of beginning, 

containing 15 acres; 

EXCEPT that part of the foregoing tract commencing 1229.95 feet west of the SE 

corner of Section 27, Township 59, Range 35, Andrew County, Missouri, thence 

west 800.65 feet to the east R/W line of 71 Highway; thence N. 0°20’ W. 156.3 feet 

along said east R/W line, thence northeasterly to the right on the arc of a curve with 

a radius of 5622.38 feet and interior angle of 14°/06’ a distance of 108.36 feet; 

thence north 60.72 feet; thence east 451.8 feet; thence S. 0150’ W. 324.72 feet to 

the point of beginning, containing 5.49 acres, more or less. 

AND

EXHIBIT G

MUR805800074
Page 2 

Real Estate Sale Contract 

The Northwest Quarter of the Northwest Quarter of Section 35; and the Northeast 

Quarter of the Northeast Quarter of Section 34, in Township 59, Range 35. Subject 

to an easement in favor of the American Telephone and Telegraph Co. 

Ralph R. Acord and Clara E. Acord, Husband and Wife, retain an easement for 

right-of-way purposes across the South 20 feet of said land. 

Granting to Albert E. Richardson a 30 foot right-of-way easement across the South 

line of Ralph R. Acord and Clara E. Acord’s unconveyed land, which shall lead to 

U.S. Highway 71; 

Said retainments and granting of easements by and between Ralph R. Acord and 

Clara E. Acord, Husband and Wife, and Albert E. Richardson are more particularly 

described in a real estate contract by and between Ralph R. Acord and Clara E. 

Acord, Husband and Wife, and Albert E. Richardson. 

(consisting of approximately120.5 acres.) 

 Subject to reservations, restrictions, easements, and covenants of record, if any. 

Buyer shall order a survey of the Property, at Buyer’s sole expense, to determine the exact

legal description and number of acres of each of the above tracts of the Property. Such 

survey shall be conducted and prepared by Midland Surveying, Inc. of St. Joseph, Missouri.

On and after such survey, the parties shall mutually agree to such legal descriptions and 

replace the above and foregoing descriptions of Tract 1 and Tract 2 of the Property with 

the legal descriptions provided by such survey. 

2. Purchase Price; Payment Terms. A. Purchase Price. Buyer shall pay to Seller an amount to be calculated as follows: 

(i) Two Thousand Two Hundred Fifty and no/100 Dollars ($2,250.00) per acre for 

the land described as Tract 1 of the Property, and (ii) Twelve Thousand Five 

Hundred and no/100 Dollars ($12,500.00) per acre for the land described as Tract 

2 of the Property (the “Purchase Price”) for the Property. The number of acres shall 

be conclusively determined by the survey, to be performed at Buyer’s sole cost. 

B. Payment Terms. Buyer shall pay to Seller the Purchase Price, adjusted for costs 

and credits as hereinafter described at Closing, in cash or certified funds at the 

Closing (as defined hereinafter) of this Contract. 

3. Financing. This Contract is not subject to Buyer’s ability to obtain financing. 

4. Prorations. Seller shall pay all general real estate taxes levied and assessed against the 

Property, and all installments of special assessments for the years prior to the calendar year 

of Closing. All such taxes and installments of special assessments becoming due and 

accruing during the calendar year of Closing shall be prorated between Seller and Buyer 

MUR805800075
Page 3 

Real Estate Sale Contract 

on the basis of such calendar year, as of Closing. If the amount of any tax or special 

assessments cannot be ascertained at Closing, proration shall be computed on the amount 

for the proceeding year’s taxes or special assessments. Buyer shall assume and pay all 

such taxes and installments of special assessments accruing after Closing. If Tract 1 and/or 

Tract 2 of the Property is not assessed as a separate parcel for tax or assessment purposes, 

then such taxes and assessments attributable to each separate tract of the Property shall be 

calculated based on the number of square feet of each tract divided by the total square feet 

of land in the assessed parcel. Except as otherwise expressly set forth herein, all income 

derived from the Property, through farming operations or activities or otherwise, during 

the calendar year of Closing or after the calendar year of Closing, but derived directly from 

efforts, activities, or operations undertaken in or before the calendar year of Closing, shall 

be the sole and exclusive property of Seller, and shall be paid to Seller as promptly as 

possible, from such third parties and Buyer has no responsibility for collecting any such 

monies on behalf of Seller. 

5. Title Insurance. Seller, at its cost, shall obtain an ALTA title insurance policy insuring 

marketable fee simple title in Buyer in the amount of the Purchase Price from Andrew 

County Title and Abstract Company of Savannah, Missouri (the “Title Company”) as of 

the time and date of recordation of the Trustee’s Warranty Deed, subject only to the 

Permitted Exceptions as defined below. To the extent that Buyer shall request any 

endorsements to be added to the title insurance policy, Buyer shall be solely responsible 

for the additional costs and fees associated with such endorsements. Seller shall, as soon 

as possible and not later than fifteen (15) days after the Effective Date of this Contract, 

obtain a current commitment to issue the policy (the “Title Commitment”), issued through 

the Title Company. Delivery of the Title Commitment shall be accompanied by legible 

copies of all documents identified in the Title Commitment as Schedule B exceptions 

(excluding mortgages, deeds of trust and other encumbrances, all of which are to be 

released and discharged at Closing by Seller at Seller’s expense), delivery of the Title 

Commitment and all documents identified as Schedule B exceptions to be by hard copy 

delivery or electronic copy delivery to Buyer. If the Title Commitment, as issued, embeds 

Schedule B exceptions therein by the means of so-called “hyperlinks,” Seller shall not be 

required to deliver copies of the Schedule B exceptions so hyperlinked. The Title 

Commitment shall reflect the Title Company’s obligation to issue on the Closing Date an 

ALTA owner’s policy of title insurance (Form B-1970) insuring in Buyer’s good and 

marketable fee simple title to the Property free and clear of all liens, encumbrances, 

easements, conditions or restrictions, except for Permitted Exceptions (the “Title Policy”). 

Buyer shall have thirty (30) days after receipt of the Title Commitment (the “Review 

Period”) in which to notify Seller in writing of any objections Buyer has to any matters 

shown or referred to in the Title Commitment. All of the following shall be deemed to be 

permitted exceptions to the status of Seller’s title (“Permitted Exceptions”): (i) utility 

easements for utility service to the Property, if any; (ii) zoning ordinances; (iii) legal 

highways; (iv) real property taxes (and their lien, if any) which are not due as of Closing; 

(v) assessments which are not due as of Closing; (vi) rights of way and easements which 

do not materially adversely affect title to or use or value of the Property; and (vii) any other 

matters which are set forth in the Title Commitment and to which Buyer does not object 

within the Review Period. With regard to items to which Buyer does object within the 

MUR805800076
Page 4 

Real Estate Sale Contract 

Review Period, Seller shall have thirty (30) days after receiving notice of Buyer’s 

objections to cure the objections. If Seller does not cure the objections within said thirty 

(30) days, this Contract shall automatically be terminated unless Buyer waives the 

objections on or before Closing. 

At Closing, Seller, at its expense, shall cause the final owner’s Title Policy to have the 

following standard pre-printed exceptions deleted: 

i. “Gap” matters (matters first appearing of record prior to Closing but after 

the effective date of the aforesaid Title Commitment. 

ii. Mechanic’s liens.

iii. Parties in possession, except for a Buyer’s approved Quarry Lease. 

6. Due Diligence. A. Due Diligence Period; Inspection. From September 23, 2022 until March 22, 

2023 (the “Due Diligence Period”), constituting a period of one hundred eighty 

(180) days, Buyer shall have the right to conduct due diligence investigation of the 

Property to (i) determine if the Property is suitable for Buyer’s intended uses and 

purposes; and (ii) apply for any and all permits, entitlements, and governmental 

approvals necessary for Buyer’s contemplated use of the Property, which Seller 

agrees to consent to and reasonably cooperate in obtaining. Buyer shall use its 

reasonable efforts not to interfere with the crops or other farming operations on the 

Property. Buyer shall assume sole and absolute responsibility for all costs and 

expenses associated with its due diligence investigation, including the cost of any 

survey, a Phase I or Phase II environment site assessment, or other inspections or 

assessments. Buyer shall be solely responsible for repairing any and all damage to 

the Property arising from its investigation and shall, to the extent of Buyer’s or its

agent’s fault, indemnify, defend, and hold Seller and its licensees and invitees 

harmless from and against all claims, costs, demands, and expenses arising out of 

or resulting from Buyer’s due diligence investigation. 

B. Termination During Due Diligence Period. If Buyer is not satisfied with the 

results of its Due Diligence, Buyer may terminate this Contract by providing written 

notice to Seller in accordance with the provisions of Section 18 of this Contract on 

or before the last day of the Due Diligence Period, and, in the event of such 

termination, neither Seller nor Buyer shall have any liability hereunder except for 

those obligations which expressly survive the termination of this Contract. 

7. Delivery. Prior to the Closing Date, Seller shall deliver to the Title Company: (a) a 

Trustee’s Warranty Deed, properly executed, suitable for recording, and conveying to 

Buyer good, marketable and indefeasible fee simple title to the Property as defined above, 

but otherwise free and clear of any liens and encumbrances, other than the Permitted 

Exceptions and a certain quarry lease between Seller and NORRIS QUARRIES, LLC, or 

MUR805800077
Page 5 

Real Estate Sale Contract 

its successors-in-interest (“Quarry Lessee”), dated February 4, 1982, as amended by First 

Amendment to Lease Agreement dated July 17, 1995, and as further amended by Second 

Amendment to Lease Agreement dated March 8, 2012 (the lease with all amendments 

thereto collectively referred to as the “Quarry Lease”); (b) all Closing affidavits reasonable 

requested by the Title Company; and (c) an Assignment of all of the Seller’s interest in the 

Quarry Lease to Buyer on terms acceptable to Buyer. 

8. Closing. The sale of the Property under this Contract shall be closed on or before noon 

Central Time at the offices of the Title Company (the “Closing”) within thirty (30) days 

following the end of the Due Diligence Period (such date referred to hereinafter as the 

“Closing Date”), or at such other date and place as the Parties may mutually agree. 

9. Quarry Lease. Each of the Parties expressly agree and acknowledge that a portion of the 

Property is subject to the Quarry Lease. On and after the Closing under this Contract, any 

and all revenues paid by the Quarry Lessee under the Quarry Lease for quarrying of 

aggregate materials or otherwise shall thereafter be assigned and paid to Buyer. 

10. Agricultural Activity on Property. The Parties agree and acknowledge that there is a 

certain Farm Lease and Security Agreement between Farmers National Company, as farm 

manager for Seller, and Gavin E. Talmadge, dated March 1, 2022 (the “Farm Lease”). The 

current lessee under the Farm Lease shall have the right to the emblements that may exist 

on the Property for the 2022 crop year, and through the time of Closing. The Farm Lease 

shall be terminated by Seller on or before the Closing. 

11. Pre-Closing Income & Assets. Any income and/or royalties from the Quarry Lease, Farm 

Lease, United States Department of Agriculture income (whether subsidies, payments, or 

otherwise), and any agricultural or pasture grazing lease payments to which Seller is 

entitled and which are incurred or become due prior to the Closing Date, shall be retained 

by Seller, regardless of when such payments are ultimately made to Seller. 

12. Seller’s Representations and Warranties. Seller represents and warrants to Buyer that: 

A. Title. Seller has good, indefeasible, and marketable title to the Property and shall 

deliver good and insurance fee simple title to Buyer at the Closing subject to (i) the 

Quarry Lease; and (ii) the Permitted Exceptions. Seller will pay all real estate taxes 

assessed against the Property, which are due as of the date of Closing. 

B. No Default. To the best of Seller’s knowledge, subject to the obligations of Seller 

to be performed at Closing, Seller is not in default in the payment of any promissory 

note secured by the Property, nor is Seller in default under the terms of the Quarry 

Lease, Farm Lease or any contract, pledge, mortgage, deed of trust, or other 

agreement securing any indebtedness on the Property, and Seller has not committed 

any other act of default which would entitle a mortgagee, trustee, or party in a like 

position to commence a foreclosure proceeding. As used in this Contract, “Seller’s 

knowledge” means the direct and actual knowledge of Susanne K. Richardson Teel.

MUR805800078
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Real Estate Sale Contract 

C. No Burdening of Property. From and after the Effective Date hereof, Seller shall 

not burden or encumber the Property in any manner whatsoever (whether by 

mortgage, lien, easement, restriction, lease, or otherwise), without the prior written 

consent of Buyer. 

D. Authority and Power. Seller has, and shall have on the Closing Date, the full right 

and power to sell, transfer, and convey the Property to Buyer, and this Contract and 

all instruments executed or to be executed in connection therewith are, or when 

executed will be, valid and enforceable against Seller in accordance with their 

respective terms and conditions.

E. No Suits Impacting Performance. To the best of Seller’s knowledge, there are 

no actions, suits, or proceedings pending or, to the knowledge of Seller, threatened 

against or affecting Seller which, if determined adversely to Seller, would adversely 

affect its ability to perform its obligations under this Contract and Seller will send 

Buyer copies of any notices Seller may receive relating to violations of contract, 

law, litigation, condemnation or title matters regarding the Property. 

F. No Conflict. To the best of Seller’s knowledge, the execution, delivery, and 

performance of this Contract by Seller will not violate (i) any law or any order, 

writ, injunction, or decree of any court or governmental authority, or (ii) any 

agreement or instrument to which Seller is a party or by which Seller is bound. 

G. Effective Date of Warranties and Representations. Each and every warranty, 

representation, and covenant set forth in this Section 12 shall be true as of the 

Effective Date of this Contract and as of the Closing Date.

13. Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that:

A. Organization. Buyer is duly organized and validly existing under the laws of the 

State of Missouri. 

B. Authority and Power. The person executing this Contract on behalf of Buyer has, 

and shall have on the Closing Date, the full right and power to purchase the Property 

from Seller, and this Contract and all instruments executed or to be executed in 

connection therewith are, or when executed will be, valid and enforceable against 

Buyer in accordance with their respective terms and conditions.

C. No Suits Impacting Performance. There are no actions, suits, or proceedings 

pending or, to the knowledge of Buyer, threatened against or affecting Buyer which, 

if determined adversely to Buyer, would adversely affect its ability to perform its 

obligations under this Contract.

D. Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of 

immediately available funds to enable it to make the required payment required 

MUR805800079
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Real Estate Sale Contract 

under this Contract in order to consummate the transactions contemplated 

hereunder. 

E. No Conflict. The execution, delivery, and performance of this Contract by Buyer 

will not (i) conflict with, breach, or constitute a default under, or conflict with, 

breach, or constitute a default under, the organizational documents or operating 

agreement of Buyer, (ii) to the best of Buyer’s knowledge, any law or any order, 

writ, injunction, or decree of any court or governmental authority, or (iii) any 

agreement or instrument to which Buyer is a party or by which it is bound.

F. Effective Date of Warranties and Representations. Each and every warranty, 

representation, and covenant set forth in this Section 13 shall be true as of the 

Effective Date of this Contract and as of the Closing Date. 

14. Survivorship. All representations, warranties, and covenants made herein shall survive 

the Closing Date and the execution of any documents contemplated by this Contract for a 

period of twelve (12) months. 

15. Closing Conditions. A. Joint Closing Conditions. The respective obligations of each Party to effect the 

transactions contemplated under this Contract are subject to the satisfaction or 

waiver by Seller and Buyer at or prior to the Closing Date of the following 

conditions: 

i. No applicable law prohibiting the consummation of the transactions 

contemplated hereby shall be in effect, and no court of competent 

jurisdiction shall have issued any order that is in effect and that enjoins the 

consummation of the transactions contemplated hereby. 

ii. Buyer shall have received all required regulatory pre-Closing approvals. 

iii. Seller shall have obtained any required third-party consent, such consent to 

be free of any terms or conditions that would likely result in a material 

adverse effect on the Property or Buyer’s use or purchase of the Property. 

iv. Buyer shall, on or before the Closing Date, either (i) obtain an assignment 

of Seller’s rights under the Quarry Lease, or (ii) enter into a new quarry 

lease with NORRIS QUARRIES, LLC, or its successor-in-interest, on terms 

acceptable to Buyer. 

v. A closing statement evidencing the prorations between Seller and Buyer and 

disbursements made in connection with the transactions under this Contract. 

MUR805800080
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Real Estate Sale Contract 

B. Seller’s Closing Conditions. The obligations of Seller to effect the transactions 

contemplated hereby is also subject to the satisfaction or waiver by Seller at or prior 

to the Closing Date of the following conditions: 

i. Buyer shall have delivered to Seller the Purchase Price on or prior to the 

Closing Date. 

ii. Buyer shall have delivered to Seller all of the following on or prior to the 

Closing Date: 

(1) Consents, waivers, and approvals from third parties that are required 

under this Contract, if any. 

(2) A Certificate of Good Standing with respect to Buyer (dated no more 

than thirty (30) days prior to the Closing Date) issued by the 

Secretary of State of Missouri. 

(3) A company resolution authorizing the execution and delivery of this 

Contract and the consummation of the transactions contemplated 

hereby. 

(4) All such other agreements, documents, or instruments as are 

required to be delivered to Seller by Buyer at or prior to the Closing 

Date under this Contract or by the Title Company. 

iii. Buyer shall have performed and complied in all material respects with the 

covenants and agreements contained in this Contract that are required to be 

performed and complied with by Buyer (or its applicable assignees) on or 

prior to the Closing Date. 

iv. Buyer’s representations and warranties contained herein shall be true and 

correct in all material respects as of the Closing Date as if made at and as 

of the Closing Date (except to the extent that any such representation or 

warranty is expressly made as of an earlier date, in which case such 

representation and warranty will be true and correct in all material respects 

only as of such date). 

C. Buyer’s Closing Conditions. The obligation of Buyer to effect the transactions 

contemplated hereby is also subject to the satisfaction or waiver by Buyer at or prior 

to the Closing Date of the following conditions:

i. Seller shall have delivered to Buyer all of the following on or prior to the 

Closing Date: 

(1) A Trustee’s Warranty Deed for the Property, duly executed by Seller 

and in a form reasonably acceptable to Buyer.

MUR805800081
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Real Estate Sale Contract 

(2) All consents, waivers, and approvals which are to be obtained by 

Seller from third parties in connection with this Contract, if any, 

including but not limited to, Seller’s assignment of the Quarry Lease 

to Buyer on terms acceptable to Buyer, and Norris Quarries’ 

consent to such assignment. 

(3) An affidavit that Seller is not a foreign person or entity outlined in 

Section 19 below, in the form and substance agreed to by Buyer and 

Seller. 

(4) All such other agreements, documents, or instruments as are 

required to be delivered to Buyer by Seller at or prior to the Closing 

Date under this Contract or by the Title Company, including but not 

limited to, a termination of the Farm Lease. 

ii. Seller shall have performed and complied in all material respects with the 

covenants and agreements contained in this Contract that are required to be 

performed and complied with by Seller on or prior to the Closing Date. 

iii. Seller’s representations and warranties contained herein shall be true and 

correct in all material respects as of the Closing Date as if made at and as 

of the Closing Date (except to the extent that any such representation or 

warranty is expressly made as of an earlier date, in which case such 

representation and warranty will be true and correct in all material respects 

only as of such date). 

iv. Any debts, liens, or encumbrances related to the Property shall have been 

fully satisfied and all related liens and encumbrances against the Property 

shall have been released at Seller’s sole cost and expense, if any. 

v. Buyer’s determination, in its sole judgment, that the Property is suitable for 

Buyer’s intended purposes. 

16. Costs. A. Seller’s Costs. Seller will pay the following costs: (i) all costs of releasing and 

recording releases of Deeds of Trust or Mortgages, termination of the Farm Lease, 

and an assignment of the Quarry Lease on terms acceptable to Buyer required by 

the terms of this Contract, if any; (ii) Seller’s pro rata share of any escrow fees or 

closing costs charged by the Title Company; (iii) Seller’s accounting, legal, and 

other professional fees incurred due to this transaction; and (iv) all costs, fees, and 

premiums relating to the Title Policy, excluding the cost of any endorsement 

requested by Buyer. 

MUR805800082
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Real Estate Sale Contract 

B. Buyer’s Costs. Buyer will pay the following costs: (i) the costs of recording the 

deed conveying title of the Property to Buyer; (ii) the costs of any environmental 

assessments, surveys, reports, or other due diligence actions of Buyer; (iii) the cost 

of any loan policy obtained by Buyer and any endorsements thereto; (iv) the costs 

of any endorsements to the Title Policy requested by Buyer; (v) Buyer’s pro rata 

share of any escrow fees or closing costs charged by the Title Company; (vi) 

Buyer’s accounting, legal, and other professional fees incurred due to this 

transaction, (vii) all costs and expenses in connection with obtaining any and all 

permits, entitlements, and governmental approvals necessary for Buyer’s 

contemplated use of the Property. 

17. No Brokerage. Each of the Parties expressly agree and acknowledge that there is no broker 

assisting with this transaction and no brokerage fees shall be paid in connection with this 

Contract. Buyer agrees to hold Seller harmless from any claim for real estate brokerage 

commissions asserted by any other party as a result of dealings with Buyer. Seller agrees 

to indemnify and hold Buyer harmless from any claim for real estate brokerage 

commissions asserted by any party alleging that the sale hereby contemplated was a result 

of dealings with Seller. 

18. Notice. All notices and other communications required or permitted under this Contract

must be in writing and will be deemed to have been duly given and delivered (a) when 

delivered in person, (b) one Business Day after having been dispatched by a nationally 

recognized overnight courier service or (c) upon tender by the U.S. Post Office after being 

sent by registered or certified mail, return receipt requested, postage prepaid, to the 

appropriate Party at the following address or facsimile number: 

If to Seller: 

 Susanne K. Richardson Teel 

 

 Leawood, KS 66224 

 

 (with a copy to, which shall not constitute notice:) 

 Chinnery Evans & Nail, P.C. 

 800 NE Vanderbilt Lane 

 Lee’s Summit, MO 64064 

Attn: Gayle Evans & Adam Teel

gevans@chinnery.com; ateel@chinnery.com

 816-525-2050 

MUR805800083
Page 11 

Real Estate Sale Contract 

If to Buyer:

SQI, Limited, LLC 

 600 S. Riverside Road 

 St. Joseph, MO 64507 

 Attn: Kenney Newville 

 Email: KNewville@Herzog.com

 Phone: 816-390-6065 

 (with a copy to, which shall not constitute notice:) 

 Rouse, Frets & Davison, LLC

 700 S Riverside Road, Suite 200 

 St. Joseph, MO 64507 

Attn: Jeff Davison 

jeff@jdavisonlaw.com

 816-364-4044 Office

 816-390-7252 Mobile 

Any notice duly given by one Party to the other in accordance with this Section 18 will be 

deemed notice duly given and delivered to such Party. Any Party may change its address 

for the purposes of this Section 18 by giving notice to the other Parties as provided in this 

Contract. 

19. Foreign Investment. Seller represents and warrants that Seller is not an entity or person 

(i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 

13224 issued on September 24, 2001 (“EO13224”); (ii) whose name appears on the United 

States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list 

of “Specifically Designated National and Blocked Persons” (which list may be published 

from time to time in various mediums including, but not limited to, the OFAC website, 

(http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf); (iii) who commits, 

threatens to commit or supports “terrorism,” as that term is defined in EO13224; (iv) is 

subject to sanctions of the United States federal government or is in violation of any federal, 

state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or 

regulations relating to terrorism or money laundering, including, without limitation, 

EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools 

Required to Intercept and Obstruct Terrorism Act of 2001; or (v) who is otherwise affiliated 

with any entity or person listed above (any and all parties or persons described in 

subsections (i) – (v) above are herein referred to as a “Prohibited Person”). Neither Seller 

nor its members shall knowingly: (A) conduct any business, nor engage in any transaction 

or dealing, with any Prohibited Person, including, but not limited to, the making or 

receiving of any contribution of funds, goods, or services, to or for the benefit of a 

Prohibited Person; or (B) engage in or conspire to engage in any transaction that evades or 

avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the 

prohibitions set forth in EO13224. Seller agrees to deliver a certificate to that effect, in the 

form and substance agreed to by Buyer and Seller, at Closing. 

MUR805800084
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Real Estate Sale Contract 

20. Termination. If this Contract is terminated by either Party pursuant to a right expressly 

provided to such Party in this Contract, neither Party shall have any further rights or 

obligations under this Contract, except as otherwise stated in this Contract.

21. Defaults; Remedies. Seller or Buyer shall be in default under this Contract if either fails 

to comply with any material covenant, agreement or obligation within any time limits 

required by this Contract. Following a default by either Seller or Buyer under this Contract, 

the other party shall have the following remedies, subject to the provisions of this Contract:

A. If Seller defaults, Buyer may (i) specifically enforce this Contract and recover 

damages suffered by Buyer as a result of the delay in the acquisition of the Property; 

or (ii) terminate this Contract by written notice to Seller and, at Buyer’s option, 

pursue any remedy and damages available at law or in equity. 

B. If Buyer defaults, Seller may (i) specifically enforce this Contract and recover 

damages suffered by Seller as a result of the delay in the sale of the Property; or (ii) 

terminate this Contract by written notice to Buyer and, at Seller’s option, either 

retain earnest money, if any, as liquidated damages as Seller’s sole remedy (the 

parties recognizing that it would be extremely difficult to ascertain the extent of 

actual damages caused by Buyer’s breach, and that earnest money, if any, 

represents as fair an approximation of such actual damages as the parties can now 

determine), or pursue any other remedy and damages available at law or in equity. 

22. Section 1031 Exchange. Seller and Buyer shall each have an option of effecting an 

exchange qualifying as a tax-free exchange under Section 1031 of the Internal Revenue 

Code of 1986 (a “1031 Exchange”), and if either Party, at its option, shall elect to undertake 

a 1031 Exchange, the following terms shall apply: 

The Parties acknowledge that Buyer may desire to acquire, and/or Seller may desire to sell, 

the Property as part of a 1031 Exchange. Each Party agrees to cooperate with the other 

and its qualified intermediary/third-party facilitator in connection with any such 1031

Exchange, provided, however, that in no event shall Closing hereunder be delayed or 

affected by reason of a 1031 Exchange, nor shall consummation of a 1031 Exchange be a 

condition precedent or subsequent to any obligations of the Parties under this Contract. No 

Party shall be required to incur any cost or expense, or to acquire or hold title to any real 

property, for purposes of consummating a 1031 Exchange at the request of the other Party 

(the “Requesting Party”). In addition, no Party shall, by this Contract or acquiescence to a 

1031 Exchange by a Requesting Party, have its rights or obligations hereunder affected in 

any manner, or be deemed to have warranted to a Requesting Party that such 1031 

Exchange in fact complies with the Internal Revenue Code of 1986. A Requesting Party 

shall reimburse each other Party for any cost or expense incurred by such non-requesting 

Party with respect to a 1031 Exchange. 

23. Severability. If any provision of this Contract shall be held invalid or unenforceable by 

competent authority, such provision shall be construed so as to be limited or reduced to be 

MUR805800085
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Real Estate Sale Contract 

enforceable to the maximum extent compatible with the law as it shall then appear. The 

total invalidity or unenforceability of any particular provision of this Contract shall not 

affect the other provisions hereof and this Contract shall be construed in all respects as if 

such invalid or unenforceable provision were omitted. 

24. Modification. This Contract may be modified or amended only by a written instrument 

signed by the Parties.

25. Binding Effect; Assignment. This Contract shall be binding upon and inure to the benefit 

of the Parties and their respective heirs, successors, and assigns, provided, however, that 

no Party shall assign any of its or their rights, privileges, or obligations hereunder without 

the written consent of the other Parties.

26. Entire Agreement. This Contract and any documents delivered pursuant hereto constitute 

the entire agreement and understanding between the Parties and supersede any prior 

agreements and understandings, whether oral or written, related to the subject matter of 

this Contract. Each party acknowledges and agrees that it has not made and is not making 

any representations or warranties whatsoever regarding the subject matter of this Contract, 

express or implied, except as expressly set forth herein, and that no Party is relying on and 

has not relied on any representations or warranties whatsoever regarding the subject matter 

of this Contract, express or implied, except as expressly set forth herein. 

27. Governing Law. This Contract shall be governed by the laws of the State of Missouri 

(regardless of the laws that might otherwise govern under applicable Missouri principles 

of conflicts of law) as to all matters, including but not limited to matters of validity, 

construction, effect, performance, and remedies. 

28. Jurisdiction; Venue. The Parties hereby agree that any suit, action or proceeding seeking 

to enforce any provision of, or based on any matter arising out of or in connection with, 

this Contract or the transactions contemplated hereby, whether in contract, tort or 

otherwise, shall be brought in the courts of the State of Missouri located in Andrew County, 

Missouri. The Parties agree that any cause of action arising out of this Contract shall be 

deemed to have arisen from a transaction of business in the State of Missouri. Each of the 

Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate 

appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, 

to the fullest extent permitted by law, any objection that it may now or hereafter have to 

the laying of the venue of any such suit, action or proceeding in any such court or that any 

such suit, action or proceeding which is brought in any such court has been brought in an 

inconvenient form. Service of process, summons, notice, or other document by registered 

mail to the address set forth in Section 18 of this Contract shall be effective service of 

process for any suit, action, or other proceeding brought in any such court. 

29. Attorney’s Fees. In the event either Party shall commence action against the other for 

enforcement or breach of any of the terms and conditions of this Contract, the Party whose 

favor final judgment shall be entered shall be entitled to recovery from the other Party their 

costs and reasonable attorney’s fees. 

MUR805800086
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Real Estate Sale Contract 

30. Construction. This Contract shall be construed as the joint and equal work product of 

each Party and shall not be construed more or less favorably on account of its preparation 

or drafting. 

31. Computation of Time. Whenever under the terms and provisions of this Contract, the last 

day for any notice, act, obligation, condition, or other event falls upon a Saturday, Sunday, 

or legal holiday, then such last day shall be extended to the next succeeding business day 

thereafter. For purposes of this Contract, a “business day” shall not include Saturday, 

Sunday, or a federal holiday. Whenever a time of day is referred to in this Contract, such 

time shall be Central Time. 

32. Third Parties. Nothing in this Contract, whether express or implied, is intended to confer 

any rights or remedies under or by reason of this Contract on any persons other than the 

Parties and their respective legal representatives, successors, and permitted assigns. 

Nothing in this Contract is intended to relieve or discharge the obligation or liability of any 

third person to any Party to this Contract, nor shall any provision give any third person any 

right of subrogation or action over or against any Party to this Contract. 

33. Waivers. Any waiver by either Party of any violation of, breach of, or default under any 

provision of this Contract or any other document referred to in this Contract by the other 

Party shall not be construed as or constitute a waiver of any subsequent violation, breach 

of, or default under that provision or any other provision of this Contract or any other 

document referred to in this Contract, nor shall any failure at any time or times to enforce 

or require performance of any provision under this Contract or any other document referred 

to in this Contract operate as a waiver of or affect in any manner such Party’s right at a 

later time to enforce or require performance of such provision or any other provision under 

this Contract or any other document referred to in this Contract. 

34. Counterparts. This Contract may be executed in two or more counterparts (including by 

electronic signature), each of which will be deemed an original, but all of which together 

shall constitute one and the same instrument. Signatures transmitted by facsimile, 

electronic mail, or electronic signature will be deemed originals for purposes of this 

Contract. The parties hereby waive any defenses to the enforcement of the terms of this 

Contract based on the form of signature. 

[Rest of page intentionally left blank; signature page follows]

MUR805800087
Signature Page 

Real Estate Sale Contract 

IN WITNESS WHEREOF, the Parties have executed this Contract as of the Effective 

Date.

SELLER: BUYER: 

SQI, Limited, LLC

a Missouri limited liability company _____________________________________ _____________________________________ Susanne K. Richardson Teel

Individually and as Trustee of the Susanne K. 

Richardson Teel Trust dated December 22, 

1992

Name: _______________________________

Title: ________________________________ 

MUR805800088

 EXHIBIT H

MUR805800090
MUR805800091
From: Meredith Gibbons-Shadwick <meredith@mgsconsultingllc.net> 

Sent: Wednesday, July 6, 2022 11:24 AM 

To: Brad Lager <blager@herzog.com> 

Subject: Save Missouri Values - wire information 

CAUTION: This message originated outside the organization and care should be taken before following links or opening attachments. 

Brad, 

Thank you for making a donation of $300,000 to Save Missouri Values. I've attached a copy of the wire instructions to 

this email. 

Please let me know if you have any questions. 

Best, 

Meredith 

Meredith Gibbons Shadwick 

1 

EXHIBIT I

MUR805800092
EXHIBIT J

MUR805800093