Workforce Housing Development AgreementWORKFORCE HOUSING DEVELOPMENT AGREEMENT
This Workforce Housing Development Agreement (together with Exhibits A -D hereto,
collectively, the "Agreement ") is entered into this ',9-:Y4 day of July, 2012, by and between the
City of Salina, Kansas, a municipal corporation duly organized and existing under the laws of the
State of Kansas ( "City "), and TWI Development, Inc., a corporation organized and existing
under the laws of the State of Kansas ( "Developer ").
Recitals
A. The City has adopted a workforce housing program designed to promote
moderately priced homes for residents of the City of Salina.
B. In furtherance of this program, the City has secured federal and regional grant
funds to assist with the cost of land acquisition, planning, design, engineering, and public
infrastructure improvements; and the City intends to use such grant funds to reduce the overall
cost of developing an affordable workforce housing development project in the City of Salina.
C. In particular, the City is the recipient of an Economic Development Initiative —
Special Project Grant ( "HUD Grant ") from the United States Department of Housing and Urban
Development ( "HUD "), in the amount of $118,750.00 (the "HUD Funds "), which funds may be
used to finance certain planning, engineering and land acquisition costs associated with the
proposed workforce housing development project. -
D. The City is also the recipient of a Special Infrastructure Grant ("EPA Grant ")
from the Environmental Protection Agency ( "EPA ") in the amount of $243,000.00 ( "the EPA
Funds ") which funds may be used to finance certain water and sanitary sewer infrastructure
improvements for the proposed workforce housing development project, subject to a matching
requirement requiring at least 45% of the total infrastructure cost to be funded by a local
matching source.
E. The City is also the recipient of a Technical Assistance Grant from the North
Central Kansas Regional Development Tax Credit Program in the amount of $130,000.00
( "NCRPC Funds "), which funds may be used to finance certain street and storm sewer
infrastructure improvements for the proposed workforce housing development project.
F. On July 14, 2011, the City issued a Request for Proposals for the City of Salina
Workforce Housing Project ( "RFP ") to solicit applications from developers for a collaborative
project with the City to produce a workforce housing subdivision of 18 or more single- family,
owner- occupied, housing units within the City of Salina meeting certain specifications outlined
in the RFP (including but not limited to predetermined costs within an affordable price range, as
well as quality materials and construction), and utilizing the above - described grant funds to
reduce the overall cost of designing and constructing the proposed workforce housing
development project, thereby reducing the future sale price for each of the homes.
G. In response to the RFP, Developer submitted a Proposal ( "Developer's Proposal ")
to develop 27 houses meeting a specific quality of construction on a tract of real estate located in
Saline County, Kansas, described and depicted on Exhibit A attached hereto ( "Property "), which
Property is currently owned by Todd Welsh, Inc., a Kansas corporation.
H. According to Developer's Proposal, the estimated cost of acquiring the Property
and developing water, sanitary sewer, street, and storm sewer public improvements thereon
would be $625,000.00, to be financed with a combination of the above - described grant funds, a
limited cash contribution from Developer, and special assessments levied against the Property.
1. Under Developer's Proposal, and in furtherance of the City's workforce housing
program, Developer would construct the housing units and sell each unit to owner- occupants for
$135,000.00 or less.
J. The parties wish to enter into this Agreement to establish the terms and conditions
relating to the proposed collaborative development of the Property, and the methods of financing
and improving the same.
K. This Agreement is in furtherance of the City's goal to provide affordable
workforce housing units, and in furtherance of Developer's purpose of developing and selling
real estate in the City of Salina.
NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and
promises hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1. Construction and Sale of Housing Units.
1.1. Scope of Work. Subject to the terms of this Agreement, Developer agrees
to perform the work specified in the Statement of Work attached as Exhibit B hereto (the
"Statement of Work "), which generally involves Developer's construction of twenty -seven (27)
residential housing units meeting certain specified design and efficiency criteria (the "Project ").
Developer shall be solely responsible for all construction of the Project, and for obtaining all
necessary permits and approvals. If Developer desires to make any changes to the approved
Statement of Work, the proposed changes shall be submitted to the City Manager for written
approval, which approval shall not be unreasonably withheld. The parties agree that, in
considering whether to approve any such changes to the approved Statement of Work, the City
Manager shall be entitled to consider the effect of the proposed change on the quality of
materials and construction.
1.2. Continuation and Completion. Developer agrees to begin construction
efforts as soon as reasonably possible in strict accordance with the Statement of Work, and to
thereafter diligently prosecute to completion the construction of the Project and the sale of the
housing units in accordance with Section 1.5 below. The City agrees that the number of housing
units under construction at any given time shall be within the reasonable discretion of Developer.
Accordingly, Developer shall be regarded as diligently prosecuting completion of the Project if
Developer is diligently constructing or marketing for sale at least two (2) housing units in
accordance with the terms of this Agreement.
1.3. Responsibility for Cost of the Protect. Except as expressly provided in
this Agreement, Developer shall be responsible for all costs of developing the Project, including
but not limited to predevelopment costs; all development and building fees; the costs incurred to
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demolish and clear any existing improvements, furnishings, fixtures, and equipment from the
Property; costs for insurance and bonds (as required); costs for financing; all on -site construction
costs; and Developer's legal fees.
1.4. City's Right of Inspection. Upon reasonable advance notice, Developer
shall meet with the City to review and discuss the design and construction of the Project in order
to enable the City to monitor the status of construction and to determine that the Project is being
performed and completed in accordance with this Agreement.
1.5. Sale of Housing Units. Developer agrees to diligently market and sell each
of the 27 housing units to an owner- occupant homebuyer unaffiliated with and unrelated to
Developer, its owners, officers, directors, and employees, for an amount not to exceed
$135,000.00 (the "Sales Price "). Beginning on the first anniversary of the date of this
Agreement, and on each anniversary thereafter, the Sales Price shall be increased over the Sales
Price from the previous twelve (12) month period by three percent (3 %).
2. Use of the HUD Funds. The parties acknowledge that the HUD Funds, in the
amount of $118,750.00, are intended to be used to pay for eligible property acquisition and
engineering expenses in connection with the Project. Accordingly, the parties agree to utilize the
HUD Funds as follows:
2.1. Purchase of Property. As soon as reasonably possible, but subject to the
terms of this Agreement, Developer agrees to purchase the Property from Todd Welsh, Inc., for
an amount not to exceed the sum $95,000.00.
2.2. Initial Planning and Engineering Expenses. The parties acknowledge that
Developer has incurred, or will incur before purchasing the Property, preliminary planning
and/or engineering expenses in connection with preparing the Property for the Project. Before
the closing date for conveyance of the Property from Todd Welsh, Inc to Developer, Developer
agrees to deliver to the City all engineering documents prepared or obtained by Developer in
connection with the Property and /or the Project, together with copies of all related invoices,
statements of services, or similar documentation evidencing Developer's payment for the same.
The parties further acknowledge that the City must deliver this documentation to HUD in order
to receive the HUD Funds, and Developer therefore agrees to deliver the documents to the City
sufficiently in advance of the closing date to enable the City to receive the HUD Funds by
closing.
2.3. Distribution of HUD Funds to Developer. On the closing date for
conveyance of the Property from Todd Welsh, Inc. to Developer, the City shall distribute to
Developer, out of available HUD Funds received by the City, an amount not to exceed the sum
of $118,750.00, to assist Developer with acquisition of the Property, and to reimburse Developer
for eligible engineering fees actually incurred and approved by the City pursuant to Section 2.2
above.
2.4. Limitations on City's Obligations. Notwithstanding any other provision of
this Agreement, the City shall have no obligation to distribute any HUD Funds to Developer
unless and until all of the following conditions have been satisfied:
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i. The City shall have received the HUD Funds from HUD, together with all
approvals required from HUD for the disbursement of the HUD Funds to.
Developer.
ii. Developer shall have provided such information and documentation as
may be requested by the City and/or HUD to enable the City to receive the
HUD Funds from HUD, or to satisfy any other rules, regulations, or
requirements of the HUD Grant.
iii. The City shall have received and approved copies of all the initial
planning and engineering documents referred to in Section 2.2 above.
iv. Developer shall have executed and delivered to the City the mortgage
referred to in Section 1 I below.
2.5. No Commitment or Expenditure Prior to Environmental Clearance.
Developer acknowledges and agrees that the obligation of the HUD Funds is conditional upon
satisfactory completion of environmental review under 24 CFR Part 58. Notwithstanding any
provision of this Agreement, the parties hereto agree and acknowledge that this Agreement does
not constitute a commitment of funds or site approval, and that such commitment of funds or
approval may occur only upon satisfactory completion of environmental review and receipt by
the City of a release of funds from HUD under 24 CFR Part 58. The parties further agree that
the provision of any funds to the Project is conditioned on the City's determination to proceed
with, modify or cancel the Project based on the results of environmental review. Further,
Developer will not undertake or commit any funds to physical or choice- limiting actions,
including property acquisition, demolition, movement, rehabilitation, conversion, repair or
construction prior to the environmental clearance, and understands that violation of this
provision may result in the denial of any HUD Funds under this Agreement.
2.6. Responsibility for Environmental Assessment. The City agrees to
undertake responsibility for completing the environmental review required by 24 CFR Part 58.
Notwithstanding the forgoing, the City shall be entitled to reimburse itself, from Developer's
cash contribution paid to the City pursuant to Section 6 below, for all costs and expenses
associated with the environmental review.
3. Creation of Improvement District. In consideration of Developer's agreement with
respect to the Project, the City intends to construct certain water, sanitary sewer, street, and storm
sewer infrastructure improvements, as follows:
3.1. Construction of the Improvements. The City intends (see Section 3.5 below)
to construct certain water, sanitary sewer, street, and storm sewer improvements on or adjacent to
the Property ( "the Improvements "), as an owner- initiated project, pursuant to the Kansas General
Improvement and Assessment Law (K.S.A. 12 -6a0 I, et seq.). Subject to the approval of the board
of city commissioners, the parties contemplate that the Improvements shall be constructed as shown
on the engineering estimate and feasibility report related to Developer's petition requesting
construction of the Improvements. The parties contemplate that the Improvements will be
constructed pursuant to two separate contracts procured by the City, with the water and sanitary
sewer improvements (the "Water Improvements ") being constructed under one contract, and the
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street and storm sewer improvements (the "Street and Storm Sewer Improvements ") being
constructed under a separate contract.
3.2. Apportionment of Improvement Costs. The cost of the Improvements shall
be apportioned between the proposed improvement district and the city -at- large, as set forth in
Sections 4 and 5 below, with the city -at -large component of such costs being equal to the sum of the
available EPA Funds, the available NCRPC Funds, and Developer's cash contribution (as set forth
below), and the balance of all such costs to be specially assessed against the property included in the
improvement district, payable in not more than fifteen (15) equal annual installments.
3.3. Developer's Petition for the Improvement District. As soon as reasonably
possible following the closing of Developer's purchase of the Property, Developer shall prepare and
submit a petition to the City Clerk pursuant to K.S.A. 12 -6a01, et seq. requesting the construction of
the Improvements, and the apportionment of the costs thereof, all in accordance with this
Agreement. Developer further agrees to take all actions required by K.S.A. 12 -6a01, et seq., to
present the petition to the board of city commissioners, and to cooperate in good faith to provide
such additional information, as deemed necessary by the City, to allow for full consideration of the
petition by the board of city commissioners.
3.4.. Waiver. Developer hereby agrees to waive any rights that it may have
pursuant to state statute, the Kansas Constitution, the United States Constitution, or as otherwise
provided by law to object to any special assessments requested in the petition and imposed pursuant
to K.S.A. 12 -6a01 et seq. Developer acknowledges and agrees that this waiver is freely given and
with full knowledge of the extent of all statutory, constitutional or other legal rights being waived
hereby, and is given in consideration of the City forming the improvement district contemplated
hereunder and assisting in providing for the financing and construction of the Improvements.
3.5. City's Obligation. The parties acknowledge and agree that the creation of an
improvement district by the City is a discretionary act to be made in conformity with a statutorily
prescribed procedure; that the City cannot agree by contract to take such a discretionary action; and
that the City will diligently consider Developer's petition in good faith pursuant to applicable law
and the terms of this Agreement.
4. Apportionment of Water Improvement Costs. The parties acknowledge that,
under the terms of the EPA Grant, the City may apply the EPA Funds toward 55% of the costs
associated with constructing the Water Improvements, and the remaining 45% of the Water
Improvement costs must be paid with funds other than the EPA Funds. Accordingly, the parties
agree to apportion the Water Improvement costs as follows:
4.1. EPA Funds. The City agrees to apply all available EPA Funds (i.e., 55%
of all eligible costs) toward the Water Improvement costs. For purposes of K.S.A. 12 -6a01, et
seq., the portion of the Water Improvement costs payable with the EPA Funds shall be deemed a
cost payable by the city -at- large.
4.2. Special Assessments; Developer's Funds. To satisfy the matching
requirements of the EPA Grant, the parties agree to apportion all remaining Water Improvement
costs as follows:
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i. First, such costs shall be paid with any funds remaining from Developer's
cash contribution toward the Street and Storm Sewer Improvements
pursuant to Section 5.2 below. For purposes of K.S.A. 12 -6a01, et seq.,
the portion of the Water Improvement costs payable with Developer's
funds shall be deemed a cost payable by the city -at- large.
ii. Second, all remaining costs shall be levied against the property included in
the improvement district in the form of special assessments.
5. Apportionment of Street and Storm Sewer Improvement Costs. The parties
acknowledge that, under the terms of the NCRPC Grant, the City may apply the NCRPC Funds
toward completion of the Street and Storm Sewer Improvements. Accordingly, the parties agree
to apportion the Street and Storm Sewer Improvement costs as follows:
5.1. NCRPC Funds. The City agrees to apply all available NCRPC Funds
toward the Street and Storm Sewer Improvements. For purposes of K.S.A. 12 -6a01, et seq., the
portion of the Street and Storm Sewer Improvement costs payable with the NCRPC Funds shall
be deemed a cost payable by the city -at- large.
5.2. Developer's Cash Payment. After the City has incurred Street and Storm
Sewer Improvement costs in the amount of the available NCRPC funds, the City agrees to utilize
Developer's cash contribution paid to the City (pursuant to Section 6 below) for payment of the
additional Street and Storm Sewer Improvements costs. For purposes of K.S.A. 12 -6a01, et .seq.,
the portion of the Street Improvement costs payable with these funds shall likewise be deemed a
cost payable by the city -at- large. In the event that the total cost of the Street and Storm Sewer
Improvements is less than would be required to fully utilize Developer's cash contribution
pursuant to Section 6, Developer agrees to apply any surplus funds toward payment of the Water
Improvements, with the objective of reducing the amount of Water Improvement costs to be
specially- assessed against the property included in the improvement district pursuant to Section
4.2.ii above.
5.3. Special' Assessments. If the cost of the Street and Storm Sewer
Improvements exceeds the available NCRPC Funds plus Developer's cash contribution to the
City (pursuant to Section 6 below), all remaining Street and Storm Sewer Improvement costs
shall be levied against the property included in the improvement district in the form of special
assessments.
6. Developer's Cash Payment for Improvement Costs.
6.1. Delivery of Funds to the City. In consideration of the City's undertakings
with respect to the Improvements and the environmental review of the Property (as set forth in
Sections 2.5 and 2.6 above), and as additional security for Developer's payment obligations for
the costs of constructing the Improvements, Developer agrees to deliver to the City certified
funds in the amount of $243,704.00. Such funds shall be paid to the City before the City enters
into a contract for the construction of the Improvements. Except for the special assessments to
be levied against Developer's Property, the delivery of such funds to the City shall be deemed to
fully satisfy Developer's payment obligations with respect to the environmental review and the
Improvement costs.
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6.2. Partial Prepayment of Church's Assessments. If Developer is joined by
First Christian Church (the "Church ") in filing the petition to request construction of the
Improvements, the City shall utilize a portion of the $243,704.00 delivered to the City pursuant
to Section 6.1 above to prepay, pursuant to K.S.A. 12 -6a10: (a) all of the assessments levied
against the Church's property associated with the cost of the Water Improvements; and (b) that
portion of the assessments levied against the Church's property associated with the cost of the
Street and Storm Sewer Improvements, in an amount sufficient to prepay all but $40,572.83 of
the Street and Storm Sewer Improvement assessments against the Church's property.
7. Security for Improvement District Obligations.
7.1. Security. In compliance with City of Salina Resolution Number 89 -4066,
and to secure prompt payment of the special assessments levied against the Property, Developer
shall provide a financial commitment to the City in one of the following forms:
i. Cash, cashier's check or an escrow account equal to 20% of the total
special assessments levied against the Property within the improvement
district; or
ii. An irrevocable letter of credit equal to 35% of the total special
assessments levied against all of the Property within the improvement
district.
7.2. Application of Security. Developer's financial commitment may be
applied annually to satisfy the principal of and interest on the bonds, if any special assessments
are not paid when due.
7.3. Release of Security. Developer's financial commitment shall be released
upon the request of Developer at the earlier of (i) the date when certificates of occupancy are
issued for at least 35% of the units constructed by Developer hereunder; or (ii) five (5) years
after completion of all the Improvements.
8. Transfer of Obligations.
8.1. Assignment. The rights, duties and obligations of Developer contained
herein may not be assigned, in whole or in part, without the prior written approval of the City
following verification by the City Attorney that the assignment complies with the terms of this
Agreement. Any proposed assignee shall have qualifications and financial responsibility, as
reasonably determined by the City Manager, necessary and adequate to fulfill the obligations of
Developer with respect to the portion of the Property being transferred. Any proposed assignee
shall, by instrument in writing, for itself and its successors and assigns, and expressly for the
benefit of the City, assume all of the obligations of Developer under this Agreement and agree to
be subject to all the conditions and restrictions to which Developer is subject. Developer shall
not be relieved from any obligations set forth herein unless and until the City specifically agrees
to release Developer. Developer agrees to record all assignments in the office of the Register of
Deeds of Saline County, Kansas, in a timely manner following the execution of such agreements.
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8.2. Binding Agreement: Covenant Running with the Property. The parties'
obligations with respect to this Agreement, unless earlier satisfied, shall inure to and be binding
upon the heirs, executors, administrators, successors and assigns of the respective parties as if
they were in every case specifically named and shall be construed as a covenant running with the
land, enforceable against the purchasers or other transferees as if such purchaser or transferee
were originally a party and bound by this Agreement. This Agreement, or a document
evidencing the covenants, conditions, and restrictions contained herein, may be recorded in the
office of the Saline County Register of Deeds.
9. Events of Default. The occurrence of any one or more of the following shall
constitute an event of default hereunder ( "Event of Default "):
i. A default in the performance or breach of any term, covenant, condition,
or obligation contained in this Agreement, or any of the covenants, terms
or conditions contained in the HUD Grant, the EPA Grant, or the NCRPC
Grant, and continuance of such default or breach for a period of 30 days
after the City has delivered to Developer a written notice specifying such
default or breach and requiring it to be remedied; provided, that if such
default or breach cannot be fully remedied within such 30 -day period, but
can reasonably be expected to be fully remedied and Developer is
diligently attempting to remedy such default or breach, such default or
breach shall not constitute an Event of Default if Developer shall promptly
upon receipt of such notice diligently attempt to remedy such default or
breach and shall thereafter prosecute and complete the same with due
diligence and dispatch.
ii. If at any time any representation or warranty made by Developer shall be
incorrect in any material respect.
iii. Developer assigns this Agreement or any interest in this Agreement
without the City's prior written consent.
10. Remedies Upon an Event of Default.
10.1. Remedies. Upon the occurrence of an Event of Default, the City shall have
the following rights and remedies, in addition to any other rights and remedies provided under
this Agreement or by law:
i. The City shall have the right to terminate this Agreement or terminate
Developer's rights under this Agreement.
ii. Developer will pay to the City the sum of $15,103.00 for each of the 27
housing units that is not constructed and sold in accordance with this
Agreement prior to the Event of Default, as liquidated damages. It is
agreed by the parties that these sums shall, without proof, be deemed to
represent the damages actually sustained by the City by reason of the
Event of Default; provided, however, that this provision is intended to be,
and shall be cumulative, and shall be in addition to every other remedy
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under this Agreement and by law, and shall not interfere with any rights
on the part of the City to enjoin or restrain Developer from any violation
of this Agreement. Developer acknowledges and agrees that its
obligations under this Section 10.1.ii shall be secured by the mortgage
referenced in Section 11 below, and further agrees that the City shall have
the right to use any and all remedies available under the Mortgage to
enforce Developer's obligations under this Section 10.1.ii.
iii. The City may pursue any available remedy at law or in equity (including
specific performance) by suit, action, mandamus or other proceeding to
enforce and compel the performance of the duties and obligations of
Developer as set forth in this Agreement, to enforce or preserve any other
rights or interests of the City under this Agreement or otherwise existing at
law or in equity and to recover any damages incurred by the City resulting
from such Event(s) of Default.
10.2. No Waiver. The exercise by the City of any one remedy shall not preclude
the exercise by it, at the same or different times, of any other remedies for the same default or
breach. Any delay by the City in instituting or prosecuting any such actions or proceedings or
otherwise asserting its rights under this Section 10 shall not operate as a waiver of such rights or
limit it in any way. No waiver of fact by the City of any specific default by Developer shall be
considered or treated as a waiver of the rights with respect to any other defaults, or with respect
to the particular default except to the extent specifically waived.
11. Mortgage to Secure the City's Remedies.
11.1. Grant of Mortgage to the City. In consideration for the City's
disbursement of the HUD Funds, the EPA Funds, and the NCRPC Funds, and to secure the
performance by Developer of its obligations under this Agreement, including Developer's
agreement to pay the damages set forth in Section 10.1.ii above upon the occurrence of an Event
of Default, Developer shall execute and deliver to the City a mortgage on the Property in the
maximum principal balance of $407,783.00 ( "Mortgage "), in a form provided by the City and
substantially similar to that attached as Exhibit C hereto. Developer agrees to execute and
deliver the Mortgage to the City on or before the City's distribution of any HUD Funds to
Developer under Section 2.3 above.
11.2. Release of Mortgage. The parties recognized that the Mortgage is intended
to secure Developer's full and faithful performance of this Agreement. Accordingly, if the
Property has been developed according to the terms of this Agreement and if Developer is not in
default under the terms hereof, then upon reasonable advance notice from Developer, the City
shall deliver to Developer a recordable release for each housing unit at the time the sale of the
unit is closed in accordance with this Agreement.
11.3. Subordination of Mortgage. The parties acknowledge that First Bank
Kansas will serve as Developer's primary lender for the Project, and will loan Developer some or
all of the funds necessary for Developer to perform its obligations hereunder, including
Developer's cash payment to the City in the amount of $243,704.00. Accordingly, at the time of
such payment to the City, and to facilitate the development of the Project with Developer's loan
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from First Bank Kansas, the City agrees to subordinate its Mortgage to the loan to be given by,
and the mortgage in favor of, First Bank Kansas, to the extent such loan from First Bank Kansas
is necessary for Developer to perform its obligations hereunder. In furtherance of the foregoing,
the parties agree that the City's Mortgage shall include a clause that effects an automatic
subordination of the same to the aforementioned mortgage of First Bank Kansas. The City
agrees to execute and deliver to First Bank Kansas such other agreements as may be reasonably
necessary to effect the subordination contemplated herein.
12. Tax Implications. Developer acknowledges and agrees that (1) neither the City
nor any of its officials, employees, consultants, attorneys or other agents have provided to
Developer any advice regarding the federal or state income tax implications or consequences of
this Agreement and the transactions contemplated hereby, and (2) Developer is relying solely
upon its own tax advisors in this regard.
13. Compliance with Laws, Regulations, and Grant Agreements. Developer shall
observe and comply with all applicable laws, regulations, and rules of governmental agencies
having jurisdiction. Without limiting the foregoing, Developer specifically agrees to observe and
comply with the applicable terms and conditions of the HUD Grant, which is attached hereto as
Exhibit D; and are incorporated herein by reference.
14. Notices. All notices to be given pursuant to this Agreement shall be sufficient if
given personally or mailed by certified mail, return receipt requested, to the party involved or at its
respective address stated below, or at such address as such party may provide in writing from time
to time. Any such notice mailed to such address shall be effective when deposited in the United
States mail, duly addressed, and with postage prepaid, to the party to be notified at the address set
forth as follows:
"CITY"
City of Salina
ATTN: City Manager
300 Ash
Salina, KS 67401
"DEVELOPER"
TWI Development, Inc.
ATTN: Todd Welsh
300 S. 9th St., Suite 101
Salina, KS 67401
15. Kansas Law Applies. This Agreement and its validity, construction, and
performance shall be governed by the laws of Kansas.
16. No Oral Agreements. This Agreement constitutes the entire agreement between the
parties and there are no representations, warranties, conditions, or agreements other than those
expressly set forth herein. No other agreement, statement, promise, warranty, or representation
made by any party to this agreement that is not in writing and signed by all parties to this
Agreement shall be binding.
{Signature Page Follows)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized officers on the day and year first above written.
ATTE T:
By:
Lieu Ann Elsey, CMC, City CleW
CITY OF S4LINA, KANS S
By: G' 11 ,�..
orman M. Je t gsi` Mayor
TWI
IN
STATE OF KANSAS, COUNTY OF SALINE, SS:
On this SO day of July, 2012, before me a Notary Public in and for said state,
personally appeared Norman M. Jennings, Mayor of the City of Salina, Kansas, and Lieu Ann
Elsey, CMC, City Clerk for the City of Salina, Kansas, known to me to be the persons who
executed the within Agreement and acknowledged to me that they executed the same for the
purposes therein stated on behalf of the City of Salina, Kansas. .
DAN STACK
Notary Public -State of Kansa�g
My Appt. Expires D e
STATE OF KANSAS, COUNTY OF SALINE, SS:
On this 191d day of July, 2012, before me a Notary Public in and for said state,
personally appeared Todd Welsh, President of TWI Development, Inc., known to me to be the
person who executed the within Agreement and acknowledged to me that he executed the same
for the purposes therein stated. py a,agwaoaD sa,idxg tdde Aw
seaueH )e ale1S - c!Ignd tieteN
>13VIS NVG
Notary Public
EXHIBIT A
DESCRIPTION & DEPICTION OF THE PROPERTY
A parcel of land located, in, the, Southeast Quarter of Section 17, Township 14 South, Range
West of the 6th Principal Meridian, in. Saline County, Kansas, depicted as follows:
EXHIBIT B
STATEMENT OF DEVELOPER'S WORK
Unless otherwise expressly agreed in the Workforce Housing Development Agreement to
which this Exhibit B is ' attached, Developer shall develop the Project pursuant to and in
accordance with Sections 3.1 through 5.5 of Developer's response to the City's request for
proposals, a copy of which is attached hereto. Developer further reaffirms and agrees to the
promises, covenants, and conditions contained therein, as if fully set forth herein.
is
Call for a RFP for the CRY of Salina Workforce Housing Project
3. Description of Project/Site:
3.1 Legal Description and address of site: A parcel of land located in the Southeast Quarter of Section 17
Township 14 South. Range 2 west of the 6th Principal Meridian
3.2 Schematic lot layout, including number and lot sizes, development plan or site plan and its relationship
to the surrounding area: (See attachment 5- lot layout)
3.3 Project description and fact sheet including specific uses, number of residential units, proposed pricing
and total finished and unfinished area, in a square footage measurement, of each housing unit:
Two (2) floor plan options are available: Option #1 will offer three (3) bedrooms /two (2) baths with a
two (2) car garage and 1220 square feet Option #2 will offer two (2) bedrooms /two (2) baths with
a two (2) car garage and 1250 square feet Both options are slab on grade (See Attachments 6 & 7
Floor Plans)
3.4 Complete aerial mapping of the existing property under consideration in this project proposal (available
at www.Salina- ks.gov): (See attachment 8- aerial mapping)
3.5 Is this development in the City of Salina's mapped Neighborhood Revitalization Area? No
3.6 Proposed schematic layout of existing utility extension proposed for this project: (See Attachment 5)
3.7 Proposed construction sequencing or phasing (explain or attach separate document): All infrastructure
will be completed at one time without utilizing a phasing process
3.8 Affordability Period (The affordability period is the length of time the units will remain affordable to
owners): Three (3) years.
i
3.9 Approximate Sale Price of Units: $135,000
a. Project Cost: $625,000
b. Funding Gap: $415,110.92
f c. Project Resources: $209,889.08
d. Funding Requested: $415,110.92
Criteria Checklist for Affordable Housing Development
# of Bedrooms
Per Home
# of Baths
Per Home
Total Square Footage of
Finished Space Per
Home
Cost per Square Foot of
Finished Space Per
Home
3
2
1220
$110.65
2
2
1250.
$108.00
9/2/2011 Salina Workforce Housing Project Proposal -Todd Welsh Inc
Page 6
Call for a RFP for the City of Salina Workforce Housing Project
4. Site —Home Specifications: The following are specific goals or priorities that have been identified by the City
of Salina and will be considered when rating each application:
4.1 Conservation of natural resources, minimize soil disturbance and erosion, manage storm water to
ensure onsite illicit discharge compliance: Site plan calls for modification on West line for storm
water to continue flow from South channel. Proper erosion control materials will be in place during
development phase and during home construction.
4.2 Devise an attractive and affordable landscape plan to limit water and energy demands, conserve onsite
vegetation if available: Home will have final grade with erosion control in place at time of transfer to
new owner.
4.3 Create efficient floor plans that maintain functionality; use building layouts that maximize resources and
minimize material waste; recycle construction waste: Proposed floor plans have been selected to
Provide the most amount of usable square footage; attic trusses have been selected to allow the
new home to have an additional 250 square feet of floored storage above the living space.
i
4.4 Crawl space, slab on grade acceptable; although basements are preferred: Homes will be slab on grade.
4.5 Insulation which meets or exceeds Chapter 11 of the International Residential Code for foundation of
R 13 to a depth of 48 ", crawl space floor of R13, walls of R13 and ceiling areas of R3O. Acceptable
framing methods could include, SIP or ICF construction wall systems, wood conventional framing
methods with advanced framing, including insulated corners; air scaling package may be introduced
to reduce air infiltrations; flex wrap on windows: Insulation of R13 walls and R30 in ceiling area
j alone with flex wrap on windows will be applied to reduce air flow.
4.6 Architectural Grade Asphalt shingles of 240 pounds per square or greater: Tamko Heritage shingles (30
j year warranty)
I
4.7 Window efficiency includes Energy Star Rating with U rating of .40 to .35 and SHGC of .26; roofing ice
shield: Roofing ice shield and window efficiency requirements will be met.
j4.8 Heating Units of 88% efficiency or greater, heat pump, geothermal, solar or fuel fired space heating
units acceptable: Our goal is to make homes as energy efficient as possible. We have selected a
92% Energy Star rated heating system: model # H(n)9mpd.
4.9 Low Water Consumption Plumbing, including Natural Gas or Electric Water Heaters or On Demand
Water Heaters of High Efficiency and recirculation systems acceptable: High Efficiency with .70
energy factor exceeds current Energy Star requirements. Forty (40) gallon natural gas water heater
to be installed in each home.
4.10 Air Conditioning Units with SEER rating of 13 or greater: Our goal is to make homes as energy
efficient as possible. We have selected a Heil 14.5 SEER two ton unit; model # N (H) XA624.
4.11 Energy Star Labeled Appliances: Whirlpool dishwasher— Energy Star Rated; model # DUIOSSXTV;
Also selected Whirlpool oven /range to add consistency to the appearance; even though currently
oven /range combinations are not energy star rated. Whirlpool microwave oven.
4.12 Plumbing stubs installed for bathroom and utility units in unfinished basement areas: N/A
4.13 Minimum of Single Car Garage attached to the structure: Both options of homes will feature a two
car garage. We have found in other developments that two car garages provides for fewer cars to be
parked on the street thus adding to the attractiveness of the development and added safety.
_I 9/2/2011 Salina Workforce Housing Project Proposal -Todd Welsh Inc
Page 7
Call for a RFP for the MY of Salina Workforce Housing Project
4.14 Roofing Ice Shield installed: Roofing ice shield will be installed from edge of the gutter to one foot
past heated sidewall.
4.15 Proposed finish materials, type and quality of finish to meet long term livability standards for the
proposed life of the project: Homes will be finished with grade one materials custom cabinets
upgraded interiors and Energy Star rated exterior doors.
S. OTHER
5.1 Confirmation of financial resources committed to this project by the lender; is to be submitted with the
financial statements and bank references under separate cover to be opened and reviewed upon
request. The City of Salina reserves the right to conduct or seek background or credit reports on the
applicant(s) in conjunction with their proposal(s): It is TWI's policy not to release sensitive and
confidential company financial information in the preliminary phase of an application If the City of
Salina chooses to advance TWI to the next level in the process we will be pleased to review pertinent
company financial information with the City's designated representative to assure the City of TWI's
ability to perform the obligations set forth in proposal TWI is providing a Commitment Letter from
First Bank Kansas for interim financing (see attachment 4)
5.2 A statement that the applicant agrees to submit any information needed by the City of Salina in order
to perform its own due diligence in reviewing the applicants proposal: TWI is prepared to Drovide the
City of Salina with relevant information to facilitate the advancement to the next level in the process
and eventual awarding of this Droiect to TWI
5.3 A statement from the applicant indicating or discussing there has been no foreclosure or bankruptcy
within the past ten years for any individual or party who is an owner of a ten percent or more beneficial
interest in the entity making the proposal: TM confirms there has been no foreclosure or bankruptcy
Within the Past ten years for any individual or Party in the entity making the proposal
5.4 Acknowledgement that the final development agreement with the City of Salina will include repayment
obligations if the project is not completed, without prior written approval from the City of Salina: TWI
agrees with this statement and acknowledges that Project must be completed or repayment of any
' public assistance may take place.
5.5 The applicants will submit a statement of quality indicating that each housing unit meets or exceeds
stated goals and objectives in this proposal: TWI hereby states that each housing unit will meet or
exceed stated goals and objectives in this proposal
In conclusion, this project will provide 27 energy efficient, single family, owner occupied homes. There will,
be NOSPECIAL ASSESSMENTS to the home owner. Each home will be affordably priced at $135,000.
TWI Development
Todd E. Welsh, President
Septembgr/l, 2011
Salina Workforce Housing Project Proposal. Todd Welsh Inc
Page 8
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reserves the right to changespecifications on its products without notice.
Illustrations and photographs in this brochure are only representative,
Sane product models may very .
650 Heil Quaker Ave. ' Lewtsburg, TN 37091
Heil= HVAC.com
H9MPD Saks - Port No. 410.12- 1115-06
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reaidence and property registered Within ninety (90) days after original installation. Oa ervAse, the pmts wananty period Is No (5) yes from the date of nsLnVaton. Heat
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reserves the right to changespecifications on its products without notice.
Illustrations and photographs in this brochure are only representative,
Sane product models may very .
650 Heil Quaker Ave. ' Lewtsburg, TN 37091
Heil= HVAC.com
H9MPD Saks - Port No. 410.12- 1115-06
0 20091nternadonal Comfort Products. LLC RW ead 11109
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A dishwasher lineup with excellent efficiency and greater capacity than ever. before .
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All of our dishwashers are
ENERGY STAR® qualified
Not only do all models
meet ENERGY STAR-
qualification, select models
exceed it with a CEE Tier I
rating.' Dishwashers with
the Resource Saver" wash
system deep clean a full
load of dishes using 1/3 less
water and energy and are
Whirlpool brand's most
efficient." The new Eco cycle
on select models helps save
money on energy bills and is
our most efficient?
al
Scour away baked -on food
The PowerScour option on select
dishwashers uses 36 targeted spray
jets and a designated wash area to
tackle your toughest dishes without
using an additional drop of water.
No more scrubbing by hand. No
more dishes soaking in the sink.
Fit tall items in the
upper rack with ease
Wash more than ever beforett
with the tallest tub available.`
An additional 3" of interior space
compared to our previous standard
tub models makes room for items
like cookie sheets or stock pots in
the lower rack or plates and sports
bottles in the upper rack.
'The CEE Tier system is based on the Consortium for Energy Efficiency qualified product listings. "Compared to dishwashers manufactured before 2000.
'Available on Whirlpool' models NISRP $399 and below. "Compared to previous Whirlpool' standard tub models. IAmong leading dishwasher brands M5RP $399 and below..
ENERGY STAR auafEfi ad Windows
Protect the Home and Increase Comfort
Windows provide natural daylight and views, but homeowners often use drapes or
blinds to cover them because of comfort concerns. ENERGY STAR qualified windows
and skylights allow owners to enjoy the light and views while saving money.on utility,
bills and protecting valuable furnishings and finishes from sun damage. Independently
tested for superior energy performance, ENERGY STAR qualified windows and
skylights are also better for the environment because lowering energy use helps
reduce the emissions of greenhouse gases and air pollutants at the source.
BENEFITS OF ENERGY STAR QUALIFIED WINDOWS AND SKYLIGHTS
Energy Savings. ENERGY STAR qualified windows and skylights feature advanced
technologies such as invisible glass coatings, vacuum- sealed spaces filled with inert gas
between the panes, improved framing materials, better weather stripping, and warm edge
spacers, all of which reduce undesirable heat gain
and loss.
• Improved Comfort. Compared to less efficient
windows, ENERGY STAR qualified windows help
keep homes warmer in the winter and cooler in
the summer. This is because they can block
70 percent or more of the solar heat gain in the
summer and reflect radiant heat indoors during
winter.
Protection of Your Home's Interior. Photographs,
furniture, flooring, and window treatments can
fade or discolor after repeated exposure to direct
sunlight. An ENERGY STAR qualified window
with special (Low -E) coatings can reduce fading.
These coatings can reduce fading by up to 75 percent.
Multiple panes
Low-E coating
Gas 8g
Warm edge spacers
Improved
frame materials
• Rgduced Condensation. If an inefficient window or window frame gets too cold, water can
condense (or even freeze) on the interior surface and then pool on the sill. Over time,
chronic condensation can damage window sills, cause paint to crack, and encourage the
growth of mold. Advanced frames, glass coatings, spacers, and other technologies enable
ENERGY STAR qualified windows to keep the inner surface of the glass and frame warmer,
reducing the potential for condensation and ensuring a clearer view on winter mornings.
Weather Shield Solutions: Our Park Falls Division in North Central
Wisconsin stands as a shining example of Weather Shield's commitment
to environmental protection. The manufacturing facility, parking lots,
loading docks and access roads required approximately 20 acres of
land. Because more than one acre of wetlands was to be impacted
during construction, Weather Shield underwent both "on -site" and "off -
site" wetland compensatory mitigation. Weather Shield has a unique
chemical recycling of paint materials, which diverts 95% of chemicals
from landfills. Weather Shield products have high recycledcontent from
9% pre - consumer on vinyl, 60% on glass and up to 65% on aluminum
extrusions (see schedule below).
Intent: Meets ENERGY STAR* for U- factor and SHGC (mandatory).
Table 701.4.4.1
MAXIMUM FENESTRATION SPECIFICATIONS
Windows & Exterior Doors
1 & 2 .65 .40
3 .40 .40
4 to 8 .35 ANY
Skylights and TDDs
Climate Zone U-Factor. SHGCI 1-111
1 to 3 .75 .40
4to8 40 ANY
Weather Shield Solutions: Zo- e- shields 5,6 or 7 glazing systems and
L Low E2 with inert gas exceed ENERGY STAR prerequisites by 25 to 75 %,
I�} a possible contribution to energy design for Optimization Energy
Performance to meet performance levels required under 702.2.
Aluminum Clad Wood7All-WOOd Product Lines: Weather Shield *:
Zo -e- shield 5 with inert gas can offer U- factor of 0.29 and Zo -e- shield 6 .
glazing systems have a U- factorof 0.30, SHGC of 0.20; Zo -e- shield 7 has
a U -factor of 0.26 and an SHGC of 0.19 with an R- factor of 5.88. They
also offer the industry's highest Condensation Rating (CR) of 62. Please
see individual product performance data for more information.
Endura5hield Fiberglass Clad/Wood/All-Fiberglass Product Lines:
Zo -e- shield 5 achieves a U- factor of 0.26 and Zo- e- shield 6 achieves a
U -facor of 0.29 both with an SHGC of 0.20. Zo- e- shield 7 has a U-factor
of 0.22 and an SHGC of 0.18 with a Condensation Rating (CR) of 67.
Please see individual product performance data for more information.
Vinyl.clad /all -vinyl lines: Proshield ", Visions 20001 and Visions 301
Zo -e- shield 5 and 6 with inert gas can offer U- factors of 0.26 and SHGC
of 0.20. LowEz /Argon gas Bronze or Gray has ,a U- factor of 0.27,
g#ceed iicythe requl edrENERG STAR mmimumJof 0.35 (North) and
0.55-(South), and an SHGC of 019 vs 045S�North) and 0.35 (South).
Additional strategies might include use of gray tinted glass to cut Visible
Transmission of light for southern exposure walls or diffused glazing for
transoms and /or daylighting of interior spaces. Please see individual
prcdua performance data for more information.
For Coastal Areas and Weather Penetration: Lifeguards and
LifeGuards IG: LifeGuard IG impact- resistant products with similar
U- factor and SHGC ratings, but have the additional protection of impact
resistance in hurricane -prone areas. LifeGuard single glazed units are
tested for Florida Building Code and Dade County for winds up to 190
mph - almost 50 mph higher than the required standard test for impact
for Missile Level D.
702.2 EXCEED ENFRGY PERF','Rt1 AN`E Fifth:.
(Points cannot be claimed in both 702 & 703)
Intent: Provide analysis of ICC IECC performance.
15% better than .. 30 points -
30% better than 60 points
50% betterthah '100 points
60% better than 120 points
703 Ikil I.D BP1� =frtR (' ,,.r.
(Points cannot be claimed in both 702 and 703)
Intent: Enhanced Fenestration per Table.
Table 703.3.1(b)
ENHANCED FENESTRATION SPECIFICATIONS
Windows & Exterior Doors
1&2 .45 .30
3 .35 . .30
4to8 .30 ANY
Skylights and TDDs
1 to 3
.54 .35
4tp8.: .
....55...:. ;:. ANY -
Zones 1 -3
8
Zones4 -5 -- -
5
Zones 6 -8
6
Table 703.3.1(a)
ENHANCED FENESTRATION SPECIFICATIONS
Windows & Exterior Doors
1 & 2 .45 .25
3 .35 .25
4 to 8 .25 ANY
Skylights and TDDs
1 to 3
.50 .30
- 4681.
- - - -.50, ANY
Zones 1 -3
10
- Zones 4 >5
- -10 .
Form N .1248M5 8110 Nnre m e.SA 02010 Wp rh , Sr4id M1, tnc.
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Read all 2 reviews Write a review
Na%uraif as i%ater ealer
40G 12YR NG TALL ESTAR.70 WTRHTR
Model: PCG234040T3NOV
Product Features
• FLAME LOCK@ Safety System Reduces the Risk of Accidental Fires
Involving Flammable Vapors
• Advanced technology makes this the most efficient conventional
vent gas water heater
• .70 Energy Factor (EF) exceeds current ENERGY STAR@
requirements
e LCD interface provides self diagnostics as well as easy temperature
adjustment
• Requires standard 120 -volt power outlet (10 foot power cord
included)
• Self Diagnostics - LED status indicator monitors system status
• Electronic Ignition - eliminates nuisance pilot outage Issues
associated with standing pilot models
• Customer Friendly Combination Gas Valve/Thermostat with Vacation
Setting
• Low NOx
Features &.Specs
((� Guides & Literature
sense• Energy Efficiency
e Rebate Finder
• Support Resources
• Ratings &Reviews
Features and Specs
• Capacity 40 Gallons
• Family Size 3 -4
• Warranty 12 Years
• Gas BTU Input 40,000 BTU's
• Energy Factor 0.70
• Self Cleaning Yes
• Tank.Style Tall
• Gas Type Natural Gas
• High Altitude Certified from 0 to 10,100 Feet
Dimensions.
Diameter 20"
Height 61.75"
Height with Draft
Hood 65.5"
EXHIBIT C
FORM OF MORTGAGE
REAL ESTATE MORTGAGE
The date of this Real Estate Mortgage ( "Mortgage ") is
and the parties and their mailing addresses are the following:
Mortgagor Mortgagee
TWI Development, Inc. City of Salina
300 S. 91h St., Suite 101 300 Ash
Salina, KS 67401 Salina, KS 67401
2012,
In consideration of the sum of Four Hundred Seven Thousand Seven Hundred Eighty -
Three and 00 /100 Dollars ($407,783.00), the receipt of which is hereby acknowledged, the
Mortgagor does hereby mortgage and warrant unto the Mortgagee, its heirs, successors, and
assigns, all of the following described real estate situated in Saline County, Kansas, to -wit:
[Insert legal description]
Mortgagor hereby covenants and warrants that at the delivery of this Mortgage it is the
lawful owner of the premises, and is seized of a good and indefeasible estate of inheritance
therein, free and clear of all encumbrances except easements, restrictions, and other matters of
record, and that it will warrant and defend the same against all claims whatsoever, to have and to
hold the same, together with all and singular the tenements, hereditaments, and appurtenances
thereunto belonging or in any way appertaining, forever.
Mortgagor agrees to pay all claims when due that might result, if unpaid, in the
foreclosure, execution or imposition of any lien, claim or encumbrance on or against the
premises or any part thereof. Mortgagor may in good faith, contest any such lien, claim or
encumbrance by posting any bond in an amount necessary to prevent such claim from becoming
a lien, claim or encumbrance or to prevent its foreclosure or execution.
This Mortgage is executed to secure payment of the sum of up to Four Hundred Seven
Thousand Seven Hundred Eighty -Three and 00 /100 Dollars ($407,783.00) advanced by
Mortgagee to Mortgagor, and such amounts as may become due to Mortgagee under the terms of
a Workforce Housing Development Agreement between Mortgagor and Mortgagee dated July
2012 ( "Agreement "), including any and all liquidated damages which may become due
and owing to Mortgagee pursuant to Section 10 thereof. The Agreement is incorporated herein
by reference and made a part hereof. If Mortgagor develops the mortgaged premises according
to the terms of the Agreement and is not in default in any manner under the terms of this
Mortgage or the Agreement, then upon reasonable advance notice from Mortgagor, and at the
time the sale of each housing unit constructed on the mortgaged premises is closed in accordance
with the Agreement, Mortgagee shall deliver to Mortgagor a recordable release for each housing
unit so sold.
It is the intention and agreement of the parties that this Mortgage also secures any future
advancements made to Mortgagor by Mortgagee, and all indebtedness which Mortgagor may
owe to Mortgagee, however evidenced. This Mortgage shall remain in full force and effect until
all amounts hereby secured, including advancements, are paid in full.
Mortgagor will not voluntarily create or permit to be created against the property subject
to this Mortgage any lien or liens inferior or superior to the lien of this Mortgage without the
written consent of the Mortgagee; and further, that it will keep and maintain the same free from
the claim of all persons supplying labor or materials for construction of any and all buildings or
improvements now being erected or to be erected on the premises. Notwithstanding the forgoing,
this Mortgage shall be subordinate to the loan to be given by, and the mortgage in favor of, First
Bank Kansas, to the extent such loan from First Bank Kansas is necessary for Developer to
perform its obligations under the Agreement. Upon the request of Mortgagor, Mortgagee agrees
to take such other steps as may be required to effect the subordination contemplated herein.
Mortgagor shall pay all costs, charges, and expenses reasonably incurred or paid at any
time by Mortgagee, including abstract or title insurance expenses, because of the failure of
Mortgagor to comply with the provisions of the Agreement or this Mortgage, and the same are
hereby secured by this Mortgage. In addition, Mortgagor shall pay or reimburse Mortgagee for
all reasonable attorneys' fees, costs and expenses incurred by Mortgagee in any action,
proceeding or dispute of any kind in which Mortgagee is made a party or appears as a party
plaintiff or defendant, affecting the Agreement, Mortgage, or the property; and any such amounts
paid by Mortgagee shall be secured by the lien of this Mortgage.
The failure of Mortgagee to assert any of its rights hereunder at any time shall not be
construed as a waiver of its right to assert the same at a later date, and to enforce strict
compliance with all of the terms and provisions of the Agreement and this Mortgage.
If default is made in such payment, or any part thereon, or if the taxes and assessments
assessed on the premises, or if any other terms of the Agreement or this Mortgage are breached
by the Mortgagor, or anyone holding the premises under authority from Mortgagor, then the
whole principal of the debt, with interest, and all taxes and accruing penalties and interest and
costs remaining unpaid or which may have been paid by Mortgagee, shall become immediately
due and payable, at the option of Mortgagee; and it shall be lawful for Mortgagee at any time
thereafter to take possession of the property and foreclose and sell the same, or any part thereof,
in the manner prescribed by law. Mortgagee waives any right of redemption.
If all or any part of the mortgaged property is sold, transferred, or conveyed without
Mortgagee's prior written consent, Mortgagee may at its option, declare all of the sums secured
by this Mortgage to be immediately due and payable and foreclose this Mortgage. The
acceptance of one or more payments on the indebtedness secured by this Mortgage made by
anyone other than the Mortgagor shall not constitute consent to or approval of a sale, transfer, or
conveyance. Any consent or waiver of this due on sale agreement must be in writing signed by
Mortgagee.
This Mortgage shall extend to and be binding upon the successors and assigns of the
respective parties.
IN WITNESS WHEREOF, the duly authorized officers of the Mortgagor have hereunto
set their hands the day and year first above written.
CITY OF SALINA, KANSAS
C
ATTEST:
Lieu Ann Elsey, CMC, City Clerk
STATE OF KANSAS, SALINE COUNTY, ss:
Norman M. Jennings, Mayor
BE IT REMEMBERED, that on this day of , 2012, before
me, the undersigned, a notary public in and for the county and state aforesaid, came Norman M.
Jennings, Mayor of the City of Salina, Kansas, and Lieu Ann Elsey, City Clerk, who are
personally known to me to be the same persons who executed as such officers the within
instrument of writing on behalf of the City of Salina, Kansas, and such persons duly
acknowledged the execution of the same to be the act and deed of the City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year last above written.
Notary Public
TWI Development, Inc.
STATE OF KANSAS, SALINE COUNTY, ss:
Todd Welsh, President
BE IT REMEMBERED, that on this day of , 2012, before
me, the undersigned, a notary public in and for the county and state aforesaid, came Todd Welsh,
President of TWI Development, Inc., who is personally known to me to be the same person who
executed as such officer the within instrument of writing on behalf of TWI Development, Inc.,
and such person duly acknowledged the execution of the same to be the act and deed of the
corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year last above written.
Notary Public
EXHIBIT D
COPY OF THE HUD GRANT AGREEMENT
FY 2009 EDI- SPECIAL PROJECT NO. B- 09 -SP -KS -0174
GRANT AGREEMENT
This Grant Agreement between the Department of Housing and Urban
Development (HUD) and City of Salina (the Grantee) is made pursuant to the authority
of Public Law 111-8 (Department of Housing and Urban Development Appropriations
Act, 2009) and a listing of certain specific Economic Development Initiative Special
Projects specified in the Committee Print of the Committee on Appropriations U.S.
House of Representatives, March 2009, The Grantee's application, as may be amended
by the provisions of this Grant Agreement, is hereby incorporated into this Agreement.
In reliance upon and in consideration of the mutual representations and obligations
hereunder, HUD and the Grantee agree as follows:
Subject to the provisions of the Grant Agreement, HUD will make grant funds in
the amount of $118,750 available to the Grantee.
The Grantee agrees to abide by the following:
ARTICLE I. HUD Requirements.
The Grantee agrees to comply with the following requirements for which HUD
has enforcement responsibility.
A. The grant funds will only be used for activities described in the application, which is
incorporated by reference and made part of this Agreement as may be modified by
Article VII (A) of this Grant Agreement.
B. EQUAL OPPORTUNITY REQUIREMENTS
The grant funds must be made available in accordance with the following:
1. For projects involving housing, the requirements of the Fair Housing Act (42
U.S.C. 3601 -20) and implementing regulations at 24 CFR Part 100; Executive
Order 11063 (Equal Opportunity in Housing) and implementing regulations at 24
CFR Part 107.
2.. The requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d)
(Nondiscrimination in Federally Assisted Programs) and implementing
regulations issued at 24 CFR Part 1.
3. The prohibitions against discrimination on the basis of age under the Age
Discrimination Act of 1975 (42 U.S.C. 6101 -07) and implementing regulations at
24 CFR Part 146, and the prohibitions against discrimination against handicapped
individuals under section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794)
and implementing regulations at 24 CFR Part 8.
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4. The requirements of 24 CFR 5.105(a) regarding equal opportunity as well as the
requirements of Executive Order 11246 (Equal Employment Opportunity) and the
implementing regulations issued at 41 CFR Chapter 60.
For those grants funding construction covered by 24 CFR 135, the requirements
of section 3 of the Housing and Urban Development Act of 1968, (12 U.S.C.
1701u) which requires that economic opportunities generated by certain HUD
financial assistance shall, to the greatest extent feasible, be given to low- and very
low - income persons and to businesses that provide economic opportunities for
these persons.
6. The requirements of Executive Orders. 11625 and 12432 (concerning Minority
Business Enterprise), and 12138 concerning Women's Business Enterprise).
Consistent with HUD's responsibilities under these Orders, the Grantee must
make efforts to encourage the use of minority and women's business enterprises
in connection with grant funded activities. See 24 CFR Part 85.36(e), which
describes actions to be taken by the Grantee to assure that minority business
enterprises and women business enterprises are used when possible in the
procurement of property and services. .
7. Where applicable, Grantee shall maintain records of its efforts to comply with the
requirements cited in Paragraphs 5 and 6 above.
C. ENVIRONMENTAL REVIEW REQUIREMENTS.
1. If the Grantee is a unit of general local government, a State, an Indian Tribe, or an
Alaskan Native Village, the. Grantee agrees to assume all of the responsibilities
for environmental review and decision- making and actions, as specified and
required in regulations issued by the Secretary pursuant to the Multifamily
Housing Property Disposition Reform Act of 1994 and published in 24 CFR Part
58.
2. If the Grantee is a housing authority, redevelopment agency, academic institution,
hospital, or other non - profit organization, the Grantee shall request the unit of
general local government, Indian Tribe, or Alaskan Native Village, within which
the project is located and which exercises land use responsibility, to assume all of
the responsibilities for environmental review and decision - making as specified in
paragraph C. t above, and the Grantee shall carry out all of the responsibilities of a
recipient under 24 CFR Part 58.
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D. Administrative requirements of OMB Circular A -133 "Audits of States, Local
governments and Non -Profit Organizations."
E. For State and Local Governments, the Administrative requirements of 24 CFR Part
85, including the procurement requirements of 24 CFR Part 85.36, and the
requirements of OMB Circular A -87 regarding Cost Principles for State and Local
Governments. For Non - Profits, the Administrative requirements of 24 CFR Part 84,
including the procurement requirements of 24 CFR Part 84.40, and OMB Circular A-
122 regarding Cost Principles for Non -Profit Institutions. For Institutions of ffigher
Education the applicable OMB Circular regarding Cost Principles is A -21.
F. The regulations at 24 CFR Part 87, related to lobbying, including the requirement that
the Grantee obtain certifications and disclosures from all covered persons.
G. The regulations at 24 CFR Part 21, regarding requirements for Drug- Free Workplace.
H. The Uniform Relocation Act as implemented by regulations at 49 CFR Part 24.
I. The Grantee will comply with all accessibility requirements under section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24 CFR
Part 8, where applicable.
J. The regulations at 24 CFR Part 35, where applicable, regarding Lead -Based Paint
Poisoning Prevention in Certain Residential Structures.
K. The regulations at 24 CFR Part 5.109, where applicable, regarding Equal
Participation of Religious Organizations in HUD Programs and Activities.
L The Grantee shall comply with requirements established by the Office of
Management and Budget (OMB) concerning the Dun and Bradstreet Data Universal
Numbering System (DUNS), the Central Contractor Registration (CCR) database,
and the Federal Funding Accountability and Transparency Act, including Appendix A
to Part 25 of the Financial Assistance Use of Universal Identifier and Central
Contractor Registration, 75 Fed. Reg 55671 (Sept 14, 2010) (to be codified at 2 CFR
part 25) and Appendix A to Part 170 of the Requirements for Federal Funding
Accountability and Transparency Act Implementaticn, 75 Fed. Reg 55663 (Sept. 14,
20 10) (to be codified at 2 CFR part 170).
ARTICLE 11. Conditions Precedent to Draw Down.
The Grantee may not draw down grant funds until the following actions have taken place:
A. The Grantee has received and approved any certifications and disclosures required by
24 CFR 87.100 concerning lobbying
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B. The Grantee will be paid on an advance basis provided that the Grantee minimizes the
time elapsing between transfer of the grant funds and disbursement for project
purposes and otherwise follows the requirements of 24 CFR Part 85 or Part 84 and
Ticasury Circular 1075 (31 CFR Part 205).
C. Before the Grant Agreement is signed, the Grantee may incur cost for activities which
are exempt from environmental review tinder 24 CFR Part 58 and may charge the
costs to the grant
ARTICLE IV. Performance Reports.
A. The Grantee shall submit to the Grant Officer a performance report every six months
after the effective date of the Grant Agreement. Perfomtance reports shall consist of
(1) a narrative of work accomplished during the reporting period and (2) a completed
Federal Financial Report —SF 425.
HUD may require additional information or increased frequency of reporting as
described in Article VII ( C).
B. The performance reports must contain the information required under 24 CFR Part
85.40 or 24 CFR Part 84.51, as applicable including a comparison of actual
accomplishment to the objectives indicated in the approved application, the reasons
for slippage if established objectives were not met, and additional pertinent
information including explanation of significant cost overnins.
C. No grant drawdowns will be approved for projects with overdue performance reports.
ARTICLE V. Project Close -out.
A. The grantee shall submit to the Grant Officer a written request to close -out the grant
30 days after the grantee has drawn down all funds and completed the activities
described in the application, as maybe amended The final report shall consist of (1)
a narrative of all work accomplished during the project period and (2) a completed
Federal Financial Report — SF -425 covering the entire project period.
HUD will then send the Close -out Agreement and Close -out Certification to the
Grantee. At HUD's option, the Grantee may delay initiation of project close -out until
the resolution of any HUD monitoring findings. if HUD exercises this option the
Grantee must promptly resolve the findings.
B. The Grantee recognizes that the close -out process may entail a review by HUD to
determine compliance with the Grant Agreement by the Grantee and all participating
parties. The Grantee agrees to cooperate with any review in any way possible,
including making available records requested by HUD and the project for on -site
HUD inspection.
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I.
C. The Grantee shall provide to HUD the following documentation:
1. A Certification of Project Completion.
2. A Grant Close -out Agreement.
3. A final financial report giving the amount and types of project costs charged
to the grant (that meet the allowability and allocability requirements of OMB
Circular A -122, A -87 or A -21 as applicable, including the "necessary and
reasonable" standard); a certification of the costs; and the amounts and
sources of other project funds.
4. A final performance report providing a comparison of actual accomplishments
with each of the project commitments and objectives in the approved
application, the reasons for slippage if established objectives were not met and
additional pertinent information including explanation of significant cost
overruns.
D. The Grantee agrees that the grant funds are allowable only to the extent that the
project costs, meeting the standard of OMB Circular A -122, A -87 or A -21 as
applicable, equal the grant amount plus other sources of project funds provided.
E. When HUD has determined that the grant funds are allowable, the activities were
completed as described by the Grant Agreement, and all Federal requirements were
satisfied, HUD and the Grantee will sign the Close -out Agreement and Close -out
Certificate.
F. The Closeout Agreement will include the Grantee's Agreement to abide by any
continuing federal requirements.
ARTICLE VI. Default.
A default under this Grant Agreement shall consist of using grant funds for a
purpose other than as authorized by this Agreement, any noncompliance with legislative,
regulatory, or other requirements applicable to the Agreement, any other material breach
of this Agreement, or any material misrepresentation in the application submissions.
ARTICLE VII. Additional Provisions.
A. Project Description. The project is as described in the application with the following
changes:
B. Changes or Clarification to the Application Related to Participating Parties:
The Administrative Agent if any:
C. Special Conditions:
The 2009 HUD Appropriaitons Act provides that no funds made available
under the Act may be used to support any Federal, State or local projects that
seek to use the power of eminent domain, unless eminent domain is employed
only for a public use. For purposes of this provision, public use shall not be
construed to include economic development that primarily benefits private
entities.
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U.S. Department of Housing
and Urban Development
Authorized Signature
Val gr a 0. Pi
Deputy Assistant Secretary
for Economic Development
Date
City of Salina
W. Jason Gage
uthorized Signature
DUNSM 091949268 -0000
Title
Ce 30 —t
Date
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