ari american redevelopersA DOWNTOWN CENTER
FOR
SALINA, KANSAS
REPORT TO THE SALINA
BUSINESS IMPROVEMENT
DISTRICT #1
AND SALINA CITY CENTER, INC.
AUGUST 10, 1984
ARI
SUITE 174
6600 FRANCE AVENUE SOUTH
EDINA, MN 55435
i
i
C S ICE
On February 17, 1984, ARI entered into a Preliminary
Development Agreement with the City of Salina. Kansas; Salina
Business Improvement District #1; and Salina City Center,
Inc., to investigate the possibility of and put forth a plan
for the development of a sheltered shopping mall facility in
conjunction with the further development of downtown Salina.
Salina, Kansas, is facing the same question which many
other cities in the midwest have had to deal with during the
last twenty years. The rapid growth of suburban housing
fueled by the development of interstate highways and
automobile ownership created the opportunity to build large
regional enclosed shopping centers in suburban areas. Most
large metropolitan areas witnessed the movement of retailing
to the suburbs during the decade'of the 1960s. Smaller
midwestern communities did not experience the threat of
suburban malls to their downtown retail centers until the
1970s. Salina, however, has just begun to deal with the
kinds of issues involved in the construction of a suburban
regional center.
While Salina has seen retail development on the fringe
of town, that develoment has not threatened main street
retailing because the centers which have been built have not
been filled with traditional ready-to-wear stores. Salina
has not had a traditional department store anchoring a center
along with a mass merchandiser resulting in the creation of a
predominantly soft lines oriented shopping center outside of
downtown.
Now, however, Salina is faced with the possibility of
the develoment of a major regional mall outside of the
downtown area. If that development goes ahead, the face and
character of downtown Salina will undergo a significant
change during the next five to ten years.
As a result of the threat from development on the
outskirts of town, Salina City Center, Inc., and Salina
Business Improvement District #1 were formed to determine
what could be done to keep Downtown Salina viable.
American Redevelopers, Inc, has examined the
opportunities available to Downtown Salina and has reached a
number of conclusions.
First, sufficient market and market potential exists to
develop a major regional shopping center in Salina, Kansas.
There is, however, NO possibility of developing two retail
centers and having both become economically viable.
Second, in order for Salina to become a force in its
market as it competes with other communities in Kansas for
sales dollars more elements must be added to the community
than just new retail square footage.
Third, Salina CANNOT add the other necessary elements to
attract customers and visitors by constructing its new retail
center on the outskirts of town.
Fourth, there exists at least one plan which ARI
believes to be economically feasible which would allow the
major retail center to be built downtown.
Fiftfi, the development of the retail center downtown
would make possible the expansion of other elements such as
entertainment, hotels and restaurants needed to allow Salina
to effectively compete in the Kansas market.
Sixth, without strong and aggressive intervention on the
part of the City of Salina, its citizens, and its merchants
the retail center needed to serve as a catalyst for other
development will not be built downtown, thus destroying the
opportunity to add those other elements so important in
making Salina a strong, viable commercial center.
COMPETING IN THE MARKET
In order to draw new customers to the Salina market and
to retain the sales dollars of current trade area residents
(many of which are currently finding their way to other towns
and cities) it is necessary to create a certain level of
retail "mass" and activity. What is needed in Salina is a
true regional Fenter. Twenty-five years of history and
experience with the shopping center industry has taught us
that in order to be competitive the regional shopping center
must have the following ingredients: a strong mass
merchandiser (Penneys, Wards, Sears), at least one and
preferably two traditional department stores, and small
tenant square footage enough to add excitement and choice for
the customer. In addition, the center must be tied together
in such a manner as to allow and encourage the flow of
customers from one place of business to another. Free and
ample parking must be present, preferably on the same level
as the center within easy walking distance (not more than 400
feet) of the major anchors within the center. Without any
one of the elements mentioned above, the liklihood of
developing a viable project is extremely remote.
The modern shopping center is an interesting combination
of elements all of which feed off one another and are very
necessary to survive. The large anchor stores provide the
advertising power and draw which attracts people to the
center. The smaller shops pay the high rents necessary to
allow the developer to subsidize the anchor stores. In
essence, both elements feed off each other. Without the
presence of both the anchors and the small shops, the
development could not go forward.
There is, however, more than just retail space necessary
to make Salina competitive. There was a time when people
T
J
would travel 200 miles just to shop. The escalation of fuel
costs was the primary factor which forced many families to
reconsider their shopping habits. Now, customers want to
accomplish in one trip what they used to be willing to handle
in three. Today, "one stop shopping" has become the by -word
for the market place. One stop shopping means that a family
can shop for clothes, eat a meal, see a movie, and do their
banking by only starting the car twice (once on the way, once
on the way back).
In addition to the concern to bring customers into
Salina from outside the area to do their shopping, Salina
must also begin to compete for the convention business and
the relocation of business to its town if it is to compete
with other communities in Kansas. The community has taken a
dramatic step forward by constructing the Bicentennial Center
to house major conventions and events. Unfortunately, there
is no quality hotel in which convention visitors can stay,
there is no transportation system from the motels on the
fringe of town, there are few good restaurants within easy
reach of the new convention center, and there is a lack of
entertainment close to the facility. Communities which
compete effectively for convention dollars all have several
elements in common. Those elements are in close proximity to
each other and include:
1. Good convention'meeting facility
2. Class "A" hotel rooms
3. Fine restaurants
4. Theatres, sports, entertainment
5. Retail shopping facilities.
Unfortunately, Salina has only taken the first step by
building its convention facility. Without providing the
other amenities to occupy the time of the spouse of the
visiting conventioneer and without providing fun and
interesting experiences for the convention couple after
meeting hours are over, Salina will be left with a fine
facility which will stand empty most of the year. At the
present time, Salina is a community which has not kept up
with many of the other cities in Kansas. While it has taken
a first step and developed the convention center, it
desperately needs to add the other elements which would
provide Salina with the opportunity to be competitive.
While "mainstreet" retailing has remained viable in
Salina, there is not enough updated retail square footage to
compete with other towns in Kansas. Mainstreet has a mass
merchandiser in J.C. Penney, but it is housed in a
substandard facility without the ability to effectively
display and merchandise its goods. Salina also has a
traditional department store in Kline's. Kline's, however,
suffers from the same kind of problems J.C. Penney does.
There is no structure which pulls Kline's and J.C. Penney
together and provides the kind of customer flow and amenities
that today's customer has come to expect and even demand.
Additionally, while some very strong merchants exist
4
downtown, the basic "retail mass"
expect is not present. A regional
as Salina should have about 50% of
apparel. Salina lacks the number
wear stores necessary to make it a
WHAT SALINA LACKS
which shoppers have come to
center in a downtown such
its space designated for
of good women's ready -to -
true shopping destination.
In order to allow Salina to become competitive, the
following elements must be added or redeveloped: retailk
entertainment, restaurants and hotel.
Retail: Salina must develop a retail center of regional
shopping center proportion. It must have at least one mass
merchant, one and preferably two traditional department store
anchors, and additional small tenant space. Approximately
five parking places for every 1000 square feet of retail
space must be provided. The farthest parking place should
not be much more than 400 feet from an entrance to the retail
center. There should be no more than about 600 feet between
retail anchors. The configuration and flow of the center
should provide constant merchandise exposure and interest.
The center must be fully enclosed and climatized.
While some of the elements are present for the creation
of a retail center, they do not relate to one another in any
logical and consistent fashion.
The small. tenant square footage in a downtown center
(exclusive of restaurants) should be able to closely
approximate the amount and proportion of space devoted to
various merchandise categories in good 'shopping centers in
other communities. The division of space by category should
come close to that listed below:
Category
Apparel - Womens & Childrens
Apparel - Mens
Apparel - Mens & Womens
Shoes
Jewelry - Gifts
Home Furnishings
Service Shops
Food
Mens & Womens Accessories
Drugs - Variety
Hobby - Leisure
Miscellaneous
Percentage of Gross
Leasable Area
27. 7
10.9
8.7
11.9
8.4
6.1
2.7
-�. 1
1.0
9.0
9.6
1.9
Entertainment: There is, with the exception of one theatre
and the arts center, no real entertainment opportunities in
downtown Salina. It is the classic example of a town which
rolls its sidewalks up at 6 P.M. While the addition of a
5
shopping center will serve as entertainment for some,
attention should also be paid to other elements. The
downtown areas of viable, thriving cities across the country
normally contain movie theatres, live theatre, night clubs,
museums, art galleries, etc.
In order to begin to bring entertainment back to
downtown Salina, it is strongly suggested that as a part of
any new retail center a four -screen movie complex: be added
and that the restaurants mentioned below include live
entertainment and music. While it is realized that the
liquor laws Salina must deal with make it more difficult to
establish the kind of night life necessary to attract people
to town, it is possible to work within that framework and
still provide entertainment for visitors and residents alike.
Restaurants: Salina lacks good restaurants not only in the
downtown area, but throughout the community. If convention
business; visitors, and new shoppers are to be enticed into
the community at least three new quality restaurants must be
developed. Without the presence of additional restaurants in
close proximity to retailing and hotels, Salina has no chance
to significantly increase the number of conventions coming to
town.
It is therefore recommended that any new retail center
include at least two of the needed new restaurants. Those
restaurants should be located so that they are easily reached
by hotel occupants', shoppers and movie goers.
Hotel: Salina recently lost its only downtown hotel/motel.
At present, conventikon visitors coming to Salina must stay
an the outskirts of town and drive to the Bicentennial
Center. While the motels in Salina are adequate, they are
basically oriented to automobile travelers and truck traffic.
Salina simply cannot offer the traveling business executive
or the convention visitor the type of accommodations that
other towns can.
It is imperative that Downtown Salina develop a new
hotel which relates to the other elements listed above. It
is unrealistic to believe, however, that a first class hotel
will come to Downtown Salina if the other elements (retail,
restaurants, entertainment) are not present.
SALINA AT THE CROSSROADS
Salina is now faced with the kinds of alternatives which
most midwestern towns dealt with ten years ago. It can allow
the construction of a suburban shopping center and the
resulting development patterns or it can proceed with the
redevelopment of its downtown.
ARI will not and cannot make Salina's decision for it.
The Business Improvement District, Salina City Center, Inc.,
6
the Salina City Commission and the citizens of the community
should be aware, however, of the importance of the decision
they are facing. The decision which has to be made is one
which SHOULD NOT be left in the hands of outside developers
and corporations.
It should be pointed out that the consequences of the
choice Salina has before it are great. One need look no
further than LaCrosse, Wisconsin: Fargo, North Dakota; Grand
Forks, North Dakota; St. Cloud, Minnesota; Duluth Minnesota;
and Sioux Falls, South Dakota to understand the implications
of the decision.
If the suburban shopping center is built the following
scenario can be expected. (It is assumed that J.C. Fenney
would be an anchor in any suburban center and would close its
downtown store.) Kline's Department Store would find it
very difficult to remain profitable and would probably close.
The small tenant apparel stores, particularly womens, would
be forced to move to the suburban mall if they wished to
survive. The major banks would all open branches in the
vicinity of the new mall thus diluting their downtown
business. The "roll-up the sidewalks at 6 F.M." syndrome
would be further enforced.
It is difficult to envision any further development of
new financial institutions downtown. Without restaurants,
entertainment,.etc., a major hotel cannot be interested in
downtown. It is also doubtful that any new office projects
will be developed.
If Salina's decision is that a major suburban retail
development should proceed, ARI will not proceed with any
further work on the downtown project. If, on the other hand,
Salina determines that it wishes to develop its regional
shopping center downtown, ARI is convinced that the market
exists, the interest on the part of retailers is great
enough, and that, provided that the kind of financial plan
included with this report can be put into effect, the
development of a downtown center is feasible. If, therefore,
Salina wishes to proceed to develop its center downtown we
would enthusiastically proceed with such an effort.
LAND
Demolition - By City
Site Work - By City
CONSTRUCTION
SALINA, KANSAS
GBA 301,000
$1,000,000
Lower Level Shops 59,800 s.f. x 33-
Upper
3Upper Level Shops 489200 s.f. x 34
Mall Kiosk 279000 s.f. x 30
J C Penney Expansion 20,000 s.f. x 33
Theatre 20,000 s.f. x 47
Mall Space 30,000 s.f. x 50
Dept Store #1 50,000 s.f, x 35
Dept Store #2 45,000 s.f. x 35
SOFT COSTS
Architectural S Engineering
Leasing Fees
Developers Overhead
Loan Points
Construction Interest
Closing C-3sts
Contingency
$400,000
380,000
330,000
292,000
875,000
70,000
280,000
August 17, 1984
$1,000,000
$1,973,000
1,639,000
810,000
660,000
940,000
1,500,000
1,750,000
1,575,000
310,847,000
$2,627,000
TOTAL ESTIMATED PROJECT COST $14,474,000
I i .
L Ji.Ll ail 111
If
3
Tl
PRELIMINARY DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into on this / % y�y of
February, 1984, by and between the City of.Salina, Kansas, a
municipal corporation, hereinafter referred to as "City",
Salina City Center, Inc., a Kansas corporation, hereinafter
called "Center", and American Redevelopers, Inc., a Minnesota
corporation, hereinafter called "American", and Orrin A.
Ericson, an individual who is President of American.
WITNESS
WHEREAS, the governing body of the City of Salina, by
resolution adopted by its Board of Commissioners and signed
by its Mayor on July 22, 1983, established Salina Business
Improvement District #1 pursuant to the provisions of K.S.A.
12-1781 through 12-1793, inclusive; and
WHEREAS, the boundaries of the Salina Business Improve-
ment District #1 are set forth on.a map attached hereto and
marked "Exhibit A"; and
WHEREAS, City proposes to enter into this agreement for
the purpose of providing the.services authorized by K.S.A.
12-1784(d) and its share of the contract price shall be
payable solely from its annual levy of business improvement
service fees authorized by K.S.A. 12-1791 which are held in
the special fund provided for by K.S.A. 12-1792; and
WHEREAS, the City believes that it is in the best
interest of its citizens to revitalize, enhance, and further
develop its downtown business district by encouraging the
,-upgrading of existing stores and buildings and by bringing
about the development of facilities that will attract major
department stores and nationally recognized retailers so as
to provide the citizens of Salina and the surrounding trade
area with a broad selection of quality retail goods and
services; and
WHEREAS, during the summer and fall of 1983 members of
the Board of Advisors of Salina Business Improvement District
#1 and the Board of Directors of Salina City Center, Inc.
visited a number of midwestern cities of comparable size and
circumstance with varying types of downtown redevelopment
projects and, as a result of that investigation, concluded
that the development format followed in Mankato, Minnesota
was most suitable to the circumstances prevailing in the
City of Salina and Orrin A. Ericson served as developer of
the Mankato, Minnesota downtown project; and
WHEREAS, at a joint meeting on the afternoon of Friday,
February.10, 1984, the Board of Advisors of Salina Business
Improvement District #1 and the Board of Directors of Salina
City Center, Inc. concluded .a prolonged and extensive search
and investigation as to an appropriate developer to be
engaged in furtherance of the above objectives by unanimously
adopting a resolution recommending that the City of Salina
enter into a preliminary development agreement with American
and Ericson; and
WHEREAS, the parties hereto recognize and agree that
the next required step of the development process for downtown
Salina is the preparation of a financially feasible compre-
hensive downtown development plan or "proposal"; and
-2-
WHEREAS, the parties recognize and agree that their
mutual effort and cooperation will be required in the develop-
ment and preparation -of the Proposal, all in accordance with
the terms, conditions, and undertaking hereinafter provided;
NOW, THEREFORE, in consideration of the mutual promises,
covenants, agreements and undertaking hereinafter provided,
the parties hereby agree as.follows:
1. Exclusive Development
Until August 10, 1984, and during such subsequent.
extensions of time as are granted according to the terms
stated herein, American is hereby granted the.exclusive
right to propose and develop a plan for the further develop-
ment of the downtown area described generally in Exhibit A
attached hereto and specifically incorporating a sheltered
shopping mall facility centered on Santa Fe Avenue.
2. Obligation of American and Ericson
During said period, American and Ericson shall, at
their own expense,,gather, develop and analyze all informa-
tion necessary to assess and determine the financial feasi-
bility of developing a major retail complex in the downtown
area. It is agreed that such analysis shall include, but
not be limited to:
A. Necessary Data:
1. Architectural and engineering concepts;
2. Elevations;
3. Traffic projections;
A. Parking requirements;
5. Utility capacities;
-3-
e
6. Major department store interest;
7. Leasing potential; and
8. Available financing.
It is further understood and agreed that based on
the foregoing data American and Ericson shall, on or before
August 10, 1984, formulate and present a proposal which
shall include and address the following items, to -wit:
B. Basic Project Design, which shall include the
following:
1. Preliminary Site Plan (including the location,
type, size and scale of any proposed new uses)
2. Location of Parking
3. Traffic Patterns
4. Preliminary Design and Character
5. Public Improvements (identify and locate)
6. Development Phasing, if applicable.
C. Pro forma and Initial Review of Financial Assumptions
and Sources, which shall include:
1. Indicated Levels of Public Assistance and
Required Public Improvements
2. Critical Financial Assumptions
3. Availability of Private Funds
D. Site Acquisition and Conveyance Strategy
E. Utility Access
F. Proposed ownership Structure
G. Proposed Flow Chart and Preliminary Timetable Lead-
ing to Construction
H. Proposed Organizational Structure for Integrating
Private and Public Sector Responsibilities
I. Responsibilities of the Parties
-4-
i
During the term of this agreement American shall
meet and confer not less than monthly with members of the
Board of Advisors of Salina Business Improvement District #1
and Board of Directors of Salina City Center, Inc. and
disclose and transmit all of the above information then
available providing sufficient copies of all plans, archi-
tectural sketches and development concepts. It is further
agreed that the City and Center shall have property rights
in such data and copies similar to that of American and
Ericson.
City and Center agree to cooperate with American
and Ericson in the development.and implementation of the
plan to make available all existing data related to property
acquisition needs, condemnation schedules, and the availability
of private and public.financing, current and future utility
needs and capacities, the cost of any utility relocation
that may be required, available traffic studies and demographics
of the City.of Salina and the surrounding trade area.
3. Development Costs
American has determined that the cost to,perform
the work undertaken in Paragraph 2 will exceed One Hundred
Thousand Dollars ($100,000.00). City, by and through Salina
Business Improvement District.#1, and Center have agreed to
jointly fund payment of Forty Thousand Dollars ($40,000.00)
to American, Twenty Thousand Dollars ($20,000.00) of which
is payable upon the execution of this Agreement, the balance
to be paid in equal.installments of Five Thousand Dollars
-5-
. .j
($5,000.00) payable on March 26, May 10, June 25, and
August 10, 1984. All parties are aware that the City of
Salina has no obligation as to the $40,000 payment other
than from funds available in the special fund established
pursuant to K.S.A. 12-1792 and which it obtains as a result
of special assessments imposed upon and collected from the
Salina Business Improvement District #1 pursuant to K.S.A.
12-1791.
The $40,000 payment to American shall be refunded
to the City and the Center in the same proportion as paid by
them at the time American obtains permanent financing for
the project. No funds in addition to the $40,000 payment
shall be requested by American even in the event an extension
of time is requested and provided hereunder.
4. Extension of Time
If, in the sole judgment and discretion of City
and based upon the recommendation of the Board of Advisors,.
American and Ericson have made substantial progress by
August 10, 1984, the City may extend this agreement for the
interval of time recommended by said Board of Advisors.
5. Termination
Unless extended pursuant to the provisions of
Paragraph 4 above, this agreement shall lapse August 10,
1984. If at any time American and Ericson are not making
satisfactory progress in the performance of tasks described.
in Paragraph 2 herein, then City may terminate this agreement
by sending written notice 30 days in advance of the termina-
tion date. Upon such termination, all obligations of the
parties shall be dissolved in a manner similar to the
August 10, 1984 lapse of this agreement.
6. Comprehensive Development Agreement
Upon final approval of a financially feasible
comprehensive downtown development plan that is acceptable
to City and to American, and which does not contravene any
of the laws of the state of Kansas or ordinances of the City
of Salina, City and American shall, in good faith, negotiate
and attempt to agree and commit as to actual development.
While this agreement shall not require any party to enter
into a comprehensive development agreement, all parties
shall use their best efforts to negotiate such an agreement
in good faith. Further, City recognizes that such a develop-
ment plan may require property acquisition, condemnation,
demolition, tax increment financing, bond issues, sales tax
financing, and the sale or lease of land to American and
Ericson.
It is further agreed and understood by the parties
hereto that the City has the full, final and complete authority
to accept or reject the comprehensive downtown development
plan or."Proposal" prepared and submitted by American and
Ericson, or any proposed development agreement made or
submitted to the City pursuant thereto, in which event
neither American nor Ericson shall have or make any claims
or bring any action against -the City, the Salina Business
Improvement District #1 or Salina City Center, Inc. because
of such rejection of the proposal or failure of the City to
enter into a development agreement.
-7-
7. Status of the Parties
It is expressly understood that the parties are
not engaged in a joint venture, partnership or any other
form of business relationship arising out of, or by virtue
of, this agreement, and that none of the.parties shall be
responsible for the conduct, warranties, guaranties, acts,
errors, omissions, debts, obligations or undertakings of any
kind or nature by any of the other parties hereto with
respect to the development, or attempted development and
preparation of a Proposal.
8. Governing Laws
This agreement shall be governed by the law of the
State of Kansas and shall be binding upon the parties hereto,
their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
the foregoing agreement the day and year first above written.
Attest:
City 'Clerk
Attest:
ecretary
Attest:
Secretary
CITY OF SALINA, KANSAS,
A Municipal Corporation,
By c &OV4,4)
JolpBurgess, May
SALINA BUSINESS IMPROVEMENT
DIS
y l 4P0,2airman, hn
Board o Advisors
SAL I CENT R, INC.
2
y
ohn P s„Pies dent
cm
Attest:
2C--�
-Secretary
STATE OF KANSAS
COUNTY OF SALINE
AMERICAN REDEVELOPERS, INC.
By_t
yc
Orrin A. Ericson, President
rrin A. Ericson
as an Individual
ACKNOWLEDGMENT
ss.
BE IT REMEMBERED, That on this /'7"t day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came John Burgess, Mayor and
13-4., L -1,g a et s o. J , City Clerk of the City of Salina,
Kansas, a.municipal corporation duly organized and existing
under and by.virtue of the laws of the State of Kansas, who
are personally known to me to be such officials, and who are
personally known to me to be the same persons who executed,
as such officials, the within instrument of writing on
behalf of said City, and such persons duly acknowledged the
execution of the same to be the act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
=X I ee. E ASWff
Comigti Reeree
Notary Public
My appointment expires:
ACKNOWLEDGMENT
STATE OF KANSAS )
ss.
COUNTY OF SALINE )
BE IT REMEMBERED, That on this 17 day of February,
1984, before me, the.undersigned, a Notary Public in and for
the County and State aforesaid, came John W. Poos, Chairman
and pjadEaL-Y t,. lCo�E,., Secretary of the Board of
Advisors of Salina Business Improvement District #1, who are
personally known to me to be such officials, and who are
personally known to me to be the same persons who executed
as such officials, the within instrument of writing on
behalf of said Board of Advisors, and such persons duly
acknowledgedthe execution of the same to be the act and
deed of said Board of Advisors.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my.official seal the day and year last above writt
V. H A p� •..,�
••. O
unrADV �-I-
My appointment expires: �, /6 8,5 = s PUBLIC
CORPORATE ACKNOWLEDGMENT ,��'' y•'••••••••'••••
p4i4f"7o At Rn^`n,
STATE OF KANSAS ) 'Evil
ss.
COUNTY OF SALINE )
BE IT REMEMBERED, That on this day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came John W. Poos, President,
and �3�oEz�y /�oNZ€,,, Secretary of Salina City
Center, Inc., a corporation duly organized, incorporated,
and existing under and by virtue of the State of Kansas, who
are personally known to me to be such officers, and who are
personally known to me to be the same persons who executed,
as such officers, the within instrument of writing on behalf
of said corporation, and such persons duly acknowledged the
execution of the same to be the act and deed of said corpora-
tion.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
H AD
---���'�F�-" ( Y� ••''• ••• .per
Notary Public id NOTARY%
Wn0 6, e
My appointment expires: ll = i PUBLIC .
%.
CORPORATE ACKNOWLEDGMENT �� ••
STATE OF J1J`l� — ) ,,•,•••'�..uu rtma•`•,,,,.
). ss.
COUNTY OF )
BE IT REMEMBERED, That on this day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came Orrin A. Ericson,
President, and , Secretary, of
American Redevelopers, Inc., a corporation duly organized.,
incorporated, and existing under and by virtue of the State
-10-
of r—1 , who are personally known to me to be such
officers, and who are personally known to me to be the same
persons who executed; as such officers, the within instrument
of writing on behalf of said corporation, and such persons
duly acknowledged the execution of the same to be the act
and deed of said corporation.
IN TESTIMONY WHEREOF, I
affixed my official seal the
LI
/r MICH°EL J
f/p NHENY PUPIN MENNEPiN M
My appointment expires:
have hereunto set my hand and
day and year last above written.
zz
Not%rly Pu
INDIVIDUAL ACKNOWLEDGMENT
STATE OF F )
%��
COUNTY OF / J m"%/�� ) ss.
BE IT REMEMBERED, That on this day of February,
1964, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came Orrin A. Ericson, who
is personally known to me to be the same person who executed
the within instrument of writing and such person duly
acknowledged the execution of the same.
IN WITNESS WHEREOF,
affixed my seal, the day
[Vooxk MICHAEL
WTARY PUBLIC - YOR1800:A
HENNEPII COUNTII
My Commission ExPim Mu. 28. low
My appointment expires:
I have hereunto set my hand and
and year last above written.
Notary Pub c
-11-
L
PRELIMINARY DEVELOPMENT
THIS AGREEMENT is entered into on this day of
February, 1984, by and between the City of Salina, Kansas, a
municipal corporation, hereinafter referred to as -"City",
Salina City Center, Inc., a Kansas corporation, hereinafter
called "Center", and American Redevelopers, Inc., a Minnesota
corporation, hereinafter called "American", and Orrin A.
Ericson, an individual who is President of American.
WITNESS
WHEREAS, the governing body of the City of Salina, by
resolution adopted by its Board of Commissioners and signed
by its Mayor on July 22; 1983, established Salina Business
Improvement District #1 pursuant to the provisions of K.S.A.
12-1781 through 12-1793, inclusive; and
WHEREAS, the boundaries of the Salina Business Improve-
ment District #1 are set forth on a map attached hereto and
marked "Exhibit A"; and
WHEREAS, City proposes to enter into this agreement for
the purpose of providing the services authorized by K.S.A.
12-1784(d) and its share of the contract price shall be
payable solely from its annual levy of business improvement
service fees authorized by K.S.A. 12-1791 which are held in
the special fund provided for by K.S.A. 12-1792; and
WHEREAS, the City believes that it is in the best
interest of its citizens to revitalize, enhance, and further
develop its downtown business district by encouraging the
upgrading of existing stores and buildings and by bringing
about the development of facilities that will attract major
department stores and nationally recognized retailers so as
to provide the citizens'of Salina and the surrounding trade
area with a broad selection of quality retail goods and.
services; and
WHEREAS, during the summer and fall of 1983 members of
the Board of Advisors of Salina Business Improvement District
#1 and the Board of Directors of Salina City Center, Inc.
visited a number of midwestern cities of comparable size and
circumstance with varying types of downtown redevelopment
projects and, as a result of that investigation, concluded
that the development format followed in Mankato, Minnesota
was most suitable to the circumstances prevailing in the
City of Salina and Orrin A. Ericson served as developer of
the Mankato, Minnesota downtown project; and
WHEREAS, at a joint meeting on the afternoon of Friday,
February 10, 1984, the Board of Advisors of Salina Business
Improvement District #1 and the Board of Directors of Salina
City Center, Inc. concluded a prolonged and extensive search
and investigation as to an appropriate developer to be
engaged in furtherance of the above objectives by unanimously
adopting a resolution recommending that the City of Salina
enter into a preliminary development agreement with American
and Ericson; and
WHEREAS, the parties hereto recognize and agree that
the next required step of the development process for downtown
Salina is the preparation of a financially feasible compre-
hensive downtown development plan or "proposal"; and
-2-
i
WHEREAS, the parties recognize and agree that their
mutual effort and cooperation will be required in the develop-
ment and preparation of the Proposal, all in accordance with
the terms, conditions, and undertaking hereinafter provided;
NOW, THEREFORE, in consideration of the mutual promises,
covenants, agreements and undertaking hereinafter provided,
the parties hereby agree as follows:
1. Exclusive Development
Until August 10, 1984, and during such subsequent
extensions of time as are granted according to the terms
stated herein, American is hereby granted the exclusive
right to propose and develop a plan for the further develop-
ment of the downtown area described generally in Exhibit A
attached hereto and specifically incorporating a sheltered
shopping mall facility centered on Santa Fe Avenue.
2. Obligation of American and Ericson
During said period, American and Ericson shall, at
their own expense, gather, develop and analyze all informa-
tion necessary to assess and determine the financial feasi-
bility of developing a major retail complex in the downtown
area. It is agreed that such analysis shall include, but
not be limited to:
A. Necessary Data:
1. Architectural and engineering concepts;
2. Elevations;
3. Traffic projections;
4. Parking requirements;
5. Utility capacities;
-3-
I
6. Major department store interest;
7. Leasing potential; and
8. Available financing.
It is further understood and agreed that based on
the foregoing data American and Ericson shall, on or before
August 10, 1984, formulate and present a proposal which
shall include and address the following items, to -wit:
B. Basic Project Design, which shall include the
following:
1. Preliminary Site Plan (including the location,
type, size and scale of any proposed new uses)
2. Location of Parking
3. Traffic Patterns
4. Preliminary Design and Character
5. Public Improvements (identify and locate)
6. Development Phasing, if applicable.
C. Pro forma and Initial Review of Financial Assumptions
and Sources, which shall include:
1. Indicated Levels of Public Assistance and
Required Public Improvements
2. Critical Financial Assumptions
3. Availability of Private Funds
D. Site Acquisition and Conveyance Strategy
E. Utility Access
F. Proposed Ownership Structure
G. Proposed Flow Chart and Preliminary Timetable Lead-
ing to Construction
H. Proposed Organizational Structure for Integrating
Private and Public Sector Responsibilities
I. Responsibilities of the Parties
-4-
During the term of this agreement American shall
meet and confer not less than monthly with members of the
Board of Advisors of Salina Business Improvement District #1
and Board of Directors of Salina City Center, Inc. and
disclose and transmit all of the above information then
available providing sufficient copies of all plans, archi-
tectural sketches and development concepts. It is further
agreed that the City and Center shall have property rights
in such data and copies similar to that of American and
Ericson.
City and Center agree to cooperate with American
and Ericson in the development and implementation of the
plan to make available all existing data related to property
acquisition needs, condemnation schedules, and the availability
of private and public financing, current and future utility
needs and capacities, the cost of any utility relocation
that may be required, available traffic studies and demographics
of the City of Salina and the surrounding trade area.
3. Development Costs
American has determined that the cost to perform
the work undertaken in Paragraph 2 will exceed One Hundred
Thousand Dollars ($100,000;.00). City, by and through Salina
Business Improvement District #1, and Center have agreed to
jointly fund payment of Forty Thousand Dollars ($40,000.00)
to American, Twenty Thousand Dollars ($20,000.00) of which
is payable upon the execution of this Agreement, the balance
to be paid in equal installments of Five Thousand Dollars
-5-
0
($5,000.00) payable on March 26, May 10, June 25, and
August 10, 1984. All parties are aware that the City of
Salina has no obligation as to the $40,000 payment other
than from funds available in the special fund established
pursuant to K.S.A. 12-1792 and which it obtains as a result
of special assessments.imposed upon and collected from the
Salina Business Improvement District #1 pursuant to K.S.A.
12-1791.
The $40,000 payment to American shall be refunded
to the City and the Center in the same proportion as paid by
them at the time American obtains permanent financing for
the project. No funds in addition to the $40,000 payment
shall be requested by American even in the event an extension
of time is requested and provided hereunder.
4. Extension of Time
If, in the sole judgment and discretion.of City
and based upon the recommendation of the Board of Advisors,
American and Ericson have made substantial progress by
August 10, 1984, the City may extend this agreement for the
interval of time recommended by said Board.of Advisors.
5. Termination
Unless extended pursuant to the provisions of
Paragraph 4 above, this agreement shall lapse August 10,
1984. If at any time American and Ericson are not making
satisfactory progress in the performance of tasks described
in Paragraph 2 herein, then City may terminate this agreement
by sending written notice 30 days in advance of the termina-
tion date. Upon such termination, all obligations of the
Qfl
parties shall be dissolved in a manner similar to the
August.10, 1984 lapse of this agreement.
6. Comprehensive Development Agreement
Upon final approval of a financially feasible
comprehensive downtown development plan that is acceptable
to City and to American, and which does not contravene any
of the laws of the state of Kansas or ordinances of the City
of Salina, City and American shall, in good faith, negotiate
and attempt to agree and commit as to actual development.
While this agreement shall not require any party to enter
into a comprehensive development agreement, all parties
shall use their best efforts to negotiate such an agreement
in good faith. Further, City recognizes that such a develop-
ment plan may require property acquisition, condemnation,
demolition, tax increment financing, bond issues, sales tax
financing, and the sale or lease of land to American and
Ericson.
It is further agreed and understood by the parties
hereto that the City has the full, final and complete authority
to accept or reject the comprehensive downtown development
plan or "Proposal" prepared and submitted by American and
Ericson, or any proposed development agreement made or
submitted to the City pursuant thereto, in which event
neither American nor Ericson shall have or make any claims
or bring any action against the City, the Salina Business
Improvement District #1 or Salina City Center, Inc. because
of such rejection of the proposal or failure of the City to
enter into a development agreement.
-7-
7. Status of the Parties
It is expressly understood that the parties are
not engaged in a joint venture, partnership or any other
form of business relationship arising out of, or by virtue
of, this agreement, and that none of the parties shall be
responsible for the conduct, warranties, guaranties, acts,
errors, omissions, debts, obligations or undertakings of any
kind or nature by any of the other parties hereto with
respect to the development, or attempted development and
preparation of a Proposal.
8. Governing Laws
This agreement shall be governed by the law of the
State of Kansas and shall be binding upon the parties hereto,
their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
the foregoing agreement the day and year first above written.
Attest:
Gttti�Or�/
City Clerk
Attest:
-Se�� ".&za:4
Secretary
Attest:
I"-. J—�L Z� —
Secretary
CITY OF SALINA, KANSAS,
A Municipal Corporation,
By JLj &Zi
J n Burgess, 'Ma(pr
SALINA BUSINESS IMPROVEMENT
DISTRICT
By Gr'z�
Jo POCKS airman,
Board of Advisors
Attest:
AMERICAN REDEVELOPERS, INC.
BY SQ
Se r ary Orrin A. Ericson, President
Orrin A. Ericson
as. an Individual
ACKNOWLEDGMENT
STATE OF KANSAS
ss.
COUNTY OF SALINE
BE IT REMEMBERED, That on this 17 'A day.of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came John Burgess, Mayor and
D, 1„ 04&/tlsoni , City Clerk of the City of Salina,
Kansas, a municipal corporation duly organized and existing
under and by virtue of the laws of the State of Kansas, who
are personally known to me to be such officials, and who are
personally known to me to be the same persons who executed,
as such officials, the within instrument of writing on
behalf of said City, and such persons duly acknowledged the
execution of the same to be the act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
.•w �a• M. E ASS07T
soon' County, Kansas
My Mat tap Apra 2 1884
My appointment expires:
/I m,drAr
ACKNOWLEDGMENT
STATE OF KANSAS )
ss.
COUNTY OF SALINE )
BE IT REMEMBERED, That on this / 7 day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came John W. Poos, Chairman
and 8EJE2LY 7. 2,y 2F- + , Secretary of the Board of
Advisors Salina Business Improvement District #1, who are
personally known to me to be such officials, and who are
personally known to me to be the same persons who executed
MOM
as such officials, the within instrument of writing on
behalf of said Board of Advisors, and such persons duly
acknowledged the execution of the same to be the act and
deed of said Board of Advisors.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
My appointment expires: f8S
CORPORATE ACKNOWLEDGMENT
STATE OF KANSAS
ss.
COUNTY OF SALINE
%Wsoilu•ra,,
HAt)
�;.......... 01,:
r •. C'
'NOTARY'';
PUL -LCC
BE IT REMEMBERED, That on this 17 day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came John W. Poos, President,
and j5EuC_gL y Z. /fie ✓zE.r+ , Secretary of Salina City
Center, Inc., a corporation duly organized, incorporated,
and existing under and by virtue of the State of Kansas, who
are personally known to me to be such officers, and who are
personally known to me to be the same persons who executed,
as such officers, the within instrument of writing on behalf
of said corporation, and such persons duly acknowledged the
execution of the same to be the act and deed of said corpora-
tion.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
HAp
Notary Public'; •• C'
coF NOTARY %
My appointment expires: ll /&/
PU13LIC '
CORPORATE ACKNOWLEDGMENT '. ,.••
STATE OFof 1K
ss.
COUNTY OF
BE IT REMEMBERED, That on this day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came Orrin A. Ericson,
President, and _'��, Nz��. , Secretary, of
American Redevelopers, Inc., a corporation duly organized,
incorporated, and existing under and by virtue of the State
-10-
of , who are personally known to me to be such
officers, and who are personally known to me to be the same
persons who executed, as such officers, the within instrument
of writing on behalf of said corporation, and such persons
duly acknowledged the execution of the same to be the act
and deed of said corporation.
IN TESTIMONY WHEREOF, I
affixed my official seal the
WIN—
MICHAEL J. BOO
MPARY PUBLIC — ep►p$WTA
HEPINEPIN COUNTY
My Can mission Eaplre! M61-211. 1280
NNNMI•io ,. of
My appointment expires:
have hereunto set my hand and
day and year last above written.
E00.���i
•
INDIVIDUAL ACKNOWLEDGMENT
STATE OF L, )
COUNTY OF r/�+e�a )
BE IT REMEMBERED, That on this i� day of February,
1984, before me, the undersigned, a Notary Public in and for
the County and State aforesaid, came Orrin A. Ericson, who
is personally known to me to be the same person who executed
the within instrument of writing.and such person duly
acknowledged the execution of the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my seal, the day and year last above written.
MICHAEL J. OW
1� .. NOTARY PUBLIC eYYSodfA
HENNEPIN COINITY I'
My Gc ^rnlsslon EaP Mtl.20, woe Notary ZPub, ie
QeC.f�HNi•r�.�,: sa
My appointment expires:
-11-
IHHLHHHHL