Improvement District Development Agreement (Ph VII)(I
EXECUTION COPY
IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT
by and between the
CITY OF SALINA, KANSAS
and
QUAIL MEADOW ESTATES, INC.
DATED AS OF MARCH 4, 2013
IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT
This Improvement District Development Agreement (the "Agreement ") dated as of March 4,
2013, by and between the City of Salina, Kansas (the "City "), and Quail Meadow Estates, Inc., a Kansas
corporation (the "Developer ").
WHEREAS, on February 27, 2013, the Developer filed with the City Clerk Petition No. 4355 (the
"Petition "), pursuant to K.S.A. 12 -6a0I et seq. (the "Act "); and
WHEREAS, the Petition requests that the City create the Improvement District, construct the
Improvements, assess the costs thereof against the Improvement District (all as defined in the Petition), and
issue the City's general obligation bonds to finance the costs of the Improvements; and
WHEREAS, the City has prepared the Preliminary Engineering and Feasibility Report (the
"Feasibility Report") related to the Improvements; and
WHEREAS, the Developer desires to construct the Improvements and provide financing for the
costs of the Improvements until such time as the City issues general obligation bonds to permanently finance
the costs of the Improvements, all subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and
agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the City and the Developer hereby agree as follows:
1. Constructing the Improvements.
A. Construction. Developer shall design, construct and install, at its own expense, the
Improvements described in the Petition, subject to reimbursement by the City as provided
in Paragraph 3 below. The design, construction and installation of the Improvements
shall be in accordance with all applicable laws including the City Code, and Developer
shall obtain or shall cause to be obtained all licenses, permits or other approvals required
by any governmental authorities to complete the Improvements.
B. Timing. The Developer shall begin work on the Improvements promptly after execution
of this Agreement, but no contract shall be let and construction shall not commence
until after Resolution No. 13 -6986 (creating the Improvement District and
authorizing the Improvements, the "Advisability Resolution ") is published in the
Salina Journal. All work on the Improvements must be performed with reasonable
diligence and work may not cease for more than fifteen (15) consecutive days.
2. Certifying Completion of the Improvements
A. Upon the completion of the Improvements, Developer shall submit to the City a request
for reimbursement, accompanied by copies of all paid invoices for the Improvements, in
accordance with Exhibit A. The Developer also shall furnish all records, contracts, bills
and other documents relating to the Improvements and the Developer's financing of the
costs thereof, that the City reasonably requests in order to verify the amount to be
reimbursed pursuant to this Agreement. Further, Developer shall provide to the City
adequate documentation that all contractors, engineers or other parties that have provided
goods or services for the Improvements have been paid in full by the Developer.
B. After receiving the foregoing information, the City will arrange for final inspection of the
Improvements. If the Improvements have been completed in substantial compliance with
the Advisability Resolution, the City shall certify completion of the Improvements and
issue a Certificate of Completion in accordance with Exhibit B. The City shall review all
invoices and other requested documentation, inspect the Improvements and either (i)
issue to the Developer a Certificate of Completion or (it) provide to Developer a list of
additional required documentation, within 30 days after the Developer submits a request
for reimbursement.
3. Reimbursement.
A. The City shall reimburse the Developer for the Developer's actual cost of the
Improvements, as submitted pursuant to Paragraph 2 of this Agreement. The Developer
shall also be reimbursed for interest expense related to financing the costs of the
Improvements only to the extent that the Developer has obtained financing from an
unrelated third party, and then the Developer shall only be reimbursed for such financing
costs as are paid by the Developer to the unrelated third party.
B. The maximum total amount of reimbursement to the Developer under this
Agreement shall be $377,550.52. The Parties agree that the costs shown in the Petition
and Feasibility Report are an estimate only, and reimbursement shall be based on the
actual expenses incurred by the Developer and verified by the City pursuant to Paragraph
2 of this Agreement; except that, in no event shall the Developer be entitled to
reimbursement in excess of the amount shown in this paragraph.
C. The City shall not issue any reimbursement payment until all of the following actions
have occurred:
(i) the Certificate of Completion has been issued in accordance with Paragraph 2 of
this Agreement;
(ii) an ordinance levying assessments pursuant to the Petition, the Advisability
Resolution and the Act has been approved by the City Commission; and
(iii) the Developer has provided a financial guarantee in accordance with Resolution
89 -4066 of the City and Paragraph 4 of this Agreement; and
(iv) the City has issued its general obligation bonds to permanently finance the costs
of the Improvements.
D. The Developer hereby acknowledges that the following actions are required after the
Certificate of Completion is issued and before proceeds of the City's general obligation
bonds are available to reimburse the Developer:
a. City prepares final feasibility study showing final costs of the Improvements
and allocation of assessments to each property within the Improvement
District;
b. City Commission adopts resolution calling a public hearing on the levy of
assessments;
c. Notice of public hearing on the levy of assessments is published in the local
paper and mailed to all property owners within the Improvement District;
d. City Commission holds public hearing on the levy of assessments and
considers on first reading the ordinance levying assessments;
e. City Commission has second reading and approves ordinance levying
assessments;
f. Ordinance levying assessments is published in local paper;
g. Property owners within the Improvement District are given 30 days to prepay
assessments;
h. The Developer has provided the financial guarantee in accordance with
Resolution 89 -4066 of the City and Paragraph 4 of this Agreement;
i. Amount of general obligation bond financing is determined by City (equal to
total costs of Improvements less any prepayments);
j. City works with Financial Advisor and Bond Counsel to begin marketing
general obligation bonds to investors;
k. City holds bond sale; Commission approves sale of bonds to best bidder;
1. City works with financing team on various closing matters;
m. City certifies assessment, together with interest, to County for property tax
bills;
n. City closes bond issue; receives funds to reimburse Developer.
Developer further acknowledges that the City typically issues general obligation bonds in
July of each year. In order for the City to complete all of the above - referenced steps to
include financing for the Improvements in a particular year's bond issuance, the
Developer must submit the documentation required by Paragraph 2 of this Agreement in
sufficient time to permit the City to issue a Certificate of Completion by MARCH 1,
2014. If a Certificate of Completion is not issued by MARCH 1, 2014, then
reimbursement will not occur until the following year's regularly- scheduled general
obligation bond issue. The Developer is solely responsible for paying any additional
financing costs incurred by the Developer as a result of any delay in the issuance of
general obligation bonds for the Improvements, if such financing costs, together with the
actual project costs, exceed the maximum reimbursement set forth in Paragraph 3(A) of
this Agreement.
E. The City will use its best efforts to issue general obligation bonds in July of each year. If
the City's issuance of general obligation bonds to permanently finance the Improvements
is prevented, hindered or delayed for any reason, the Developer is solely responsible for
carrying the costs of the Improvements. The City shall have no obligation to reimburse
the Developer unless and until the City issues general obligation bonds for the purpose of
financing the Improvements.
4. Financial Guarantee Required from Developer. Within 30 days after the governing body
approves an Ordinance levying assessments against the Improvement District (the "Assessment
Ordinance "), the Developer shall provide the financial guarantee required by Resolution 89 -4066
(the "Financial Guarantee "). The Financial Guarantee shall be in one of the following forms:
A. cash, cashier's check or an escrow account equal to 20% of the total assessments levied
against all properties within the Improvement District pursuant to the Assessment
Ordinance; or
B. an irrevocable letter of credit equal to 35% of the total Special Assessments levied against all
properties within the Improvement District.
The Developer's Financial Guarantee may be applied annually to satisfy the principal of and interest
on the bonds issued to finance the Improvements, if any assessments are not paid when due. The
Developer's Financial Guarantee shall be released upon the request of the Developer at the earlier of:
(i) five (5) years from the date the governing body of the City adopts the Assessment Ordinance or
(ii) the date when certificates of occupancy are issued for at least 35% of the lots within the
Improvement District.
5. Waiver. THE DEVELOPER HEREBY AGREES TO WAIVE ANY RIGHTS THAT IT
MAY HAVE PURSUANT TO KANSAS STATUTES, 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 THE ACT. 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 thereby, and is given in consideration of the City forming the
Improvement District and assisting in providing for the financing and construction of the
Improvements.
6. City Expenses: Deposit. Developer shall be responsible for the payment of all non -City
employee legal, financial and planning consultants for direct out -of- pocket expenses and other
reasonable costs resulting from services rendered to the City to review, evaluate, process and
consider the Petition and this Agreement (the "City Expenses "). Before this Agreement
becomes effective, Developer shall deposit with the City the sum of $2,500.00 to pay the City
Expenses. If such deposit is insufficient to pay all City Expenses, Developer shall pay all
additional City Expenses within 10 days after presentation of an invoice from the City. The City
shall return any unused funds to the Developer on the date when the City reimburses the
Developer pursuant to Paragraph 3 of this Agreement.
7. Indemnity.
A. General Indemnity. The Developer shall indemnify, release, defend, be responsible for
and forever hold harmless the City, its officers, agents, employees, elected officials, and
attorneys, each in their official and individual capacities, from and against all lawsuits,
suits, actions, costs, claims, demands, damages, disability, losses, expenses, including
reasonable attorney's fees and other defense costs or liabilities of any character and from
any cause whatsoever, brought because of bodily injury or death received or sustained, or
loss or damage received or sustained, by any person, persons, or property arising out of or
resulting from any act, error, omission, or intentional act of the Developer or its agents,
employees, or subcontractors in connection with the design, construction, installation and
maintenance of the Improvements.
B. No Limitations or Waiver. The indemnity required hereunder shall not be limited by
reason of any insurance coverage provided by Developer as required by this Agreement.
The City does not, and shall not, waive any rights against the Developer which it may
have by reason of this indemnification. This indemnification by the Developer shall not
be limited by reason of whether or not Developer's insurance policies shall have been
determined to be applicable to any such damages or claims for damages.
C. Use of Independent Contractors. The fact that the Developer carries out any activities
connected with the Improvements under this Agreement through independent contractors
shall not constitute an avoidance of, or defense to, the Developer's duty of defense and
indemnification under this paragraph.
8. Insurance. During construction of the Improvements, Developer shall maintain insurance in
favor of the City that is consistent with the form and type of insurance customarily maintained in
connection with the construction of similar improvements.
9. Default and Termination. Developer shall be in default of this Agreement if Developer fails to
comply with any obligations set forth in this Agreement. This Agreement may be terminated at
the option of the City if written notice of event of default has been delivered to the Developer by
the City and the Developer has not cured such default or is not actively pursuing such cure within
thirty (30) days after such notice is delivered.
10. General Provisions.
A. No waiver of any provision of this Agreement will be deemed or constitute a waiver of
any other provision, nor will it be deemed or constitute a continuing waiver unless
expressly provided for by a written amendment to this Agreement signed by both City
and Developer; nor will the waiver of any defect under this Agreement be deemed a
waiver of any subsequent default or defaults of the same type. The City's failure to
exercise any right under this Agreement, will not constitute the approval of any wrongful
act by the Developer or the acceptance of any Improvements.
B. The parties to this Agreement may amend or modify this Agreement only by written
instrument duly executed by the parties hereto.
C. No person or entity who or which is not a party to this Agreement will have any right of
action under this Agreement.
D. This Agreement constitutes the entire Agreement between the parties, and no statements,
promises, or inducements that are not contained in this Agreement will be binding on the
parties. This Agreement may not be assigned to any other parties without the prior
written consent of the City.
E. If any part, term, or provision of this Agreement is held by a court to be illegal or
otherwise unenforceable, such illegality or unenforceability will not affect the validity of
any other part, term, or provision, and the rights of the parties will be construed as of the
part, term, or provision was never part of this Agreement.
F. The City may file a copy of this Agreement in the office of the Register of Deeds for
Saline County, Kansas.
G. Nothing contained in this Agreement constitutes a waiver of the City's sovereign
immunity under any applicable state law.
H. This Agreement shall be construed in accordance with and governed by the laws of the
State of Kansas.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereunto have executed this Agreement this 4f��day of
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ATTEST:
City Clerk
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
On Ml.rGh q , 20.8 before me, the undersigned, a Notary Public in and for said state,
personally appeared KI bfrVyoq M Jet1n and Ue1LAAA b-11,1A , proved to me on the basis of
satisfactory evidence to be the persons who §e names are subscribed to the within instrument as Mayor and
City Clerk, respectively, of the CITY OF SALINA, KANSAS, and acknowledged to me that they executed
the same in their authorized capacities, and that by their signatures on the instrument the entity upon behalf of
which the persons acted, executed the instrument.
WITNESS my hand and official seal.
SHANDI L. WICKS
> Notary Public - Stafg of Kan SP.
My Appt. Expire /� /� J
My commission expires:
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IN WITNESS WHEREOF, the parties hereunto have executed this Agreement thisA Rday of
ebv , 2013.
QUAIL MEADOW ESTATES, INC.,
a Kansas corporation
By o a'
Name: Stan Byquist
STATE OF KANSAS
) SS.
COUNTY OF SALINE
Title: President
On Fabruof AA 2013, before me, the undersigned, a Notary Public in and for said state,
personally appeared Stan Byquist, proved to me on the basis of satisfactory evidence to be the persons whose
name(s) are subscribed to the within instrument as President, of Quail Meadow Estates, Inc., and
acknowledged to me that he /she executed the same in his/her authorized capacity, and that by he/her
signature on the instrument the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My commission expires:
Notary Public - Slate of Kansas
My Appt. Expires December 1? ZoW
EXMIT A
FORM OF REIMBURSEMENT REQUEST
TO: City of Salina, Kansas
Attention: City Manager
Re: Quail Meadows Estates Improvement District
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Improvement District Development Agreement dated as of March 4, 2013 (the `Agreement') between
the City and the Developer.
In connection with the Agreement, the undersigned hereby states and certifies that:
1. Each item listed on Schedule 1 hereto is cost that was incurred in connection with the
construction of the Improvements after March 4, 2013, and is an eligible cost pursuant to the Petition, the
Advisability Resolution and the Act. Attached hereto are invoices and other supporting documentation
showing proof that each cost listed in Schedule 1 was actually incurred by the Developer and is an eligible
cost pursuant to the Petition, the Advisability Resolution and the Act.
2. There has not been filed with or served upon the Developer any notice of any lien, right
of lien or attachment upon or claim affecting the right of any person, firm or corporation to receive
payment of the amounts stated in this request, except to the extent any such lien is being contested in
good faith.
3. The Improvements have been completed in a workmanlike manner and in accordance
with all construction plans approved by the City. All necessary permits and approvals required for the
work for which this certificate relates were issued and were in full force and effect at the time such work
was being performed.
4. The Developer is not in default or breach of any term or condition of the Agreement, and
no event has occurred and no condition exists which constitutes an event of default under the Agreement.
Dated this day of 20
QUAIL.MEADOW ESTATES, INC.
a Kansas corporation
A -1
Lo
Name:
Title:
Approved for Payment this day of 20
CITY OF SALINA, KANSAS
M
Title:
A -2
EXHMIT B
FORM OF CERTIFICATE OF COMPLETION
The undersigned, QUAIL MEADOW ESTATES, INC., a Kansas corporation (the "Developer "),
pursuant to that certain Improvement District Development Agreement dated as of March 4, 2013, between
the CITY OF SALINA, KANSAS (the "City ") and the Developer (the "Agreement "), hereby certifies to
the City as follows:
1. That as of , 20, the construction of all Improvements (as such term is
defined in the Agreement) have been completed in accordance with the Petition, the Advisability Resolution
and the Agreement.
2. This Certificate of Completion is being issued by the Developer to the City in accordance
with the Agreement to evidence the Developer's satisfaction of all obligations and covenants with respect to
the construction of the Improvements.
3. At the Developer's request, the City shall record this Certificate with the Saline County
Recorder of Deeds, as evidence that the Developer has satisfied all agreements and covenants to construct the
Improvements pursuant to the Agreement.
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of
120.
CITY OF SALINA, KANSAS
Name:
Title:
(Insert Notary Form and Legal Description if Certificate to be Recorded)
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PRODUCER
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MIKE LOSIK III AGENCY
2740 BELMONT
PHONE 05)825 -7730 Pax ,,(785)825.7654
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