Community Improvement District Funding Agreement COMMUNITY IMPROVEMENT DISTRICT
FUNDING AGREEMENT
This Community Improvement District Funding Agreement ("Agreement") is made and
entered into and made effective this 30th day of July, 2015, by and between the City of Salina,
Kansas, a municipal corporation ("City"), and S & B Motels, Inc., a Kansas for profit
corporation ("Applicant").
RECITALS
A. The City has the authority to create a community improvement district ("CID")
pursuant to K.S.A. 12-6a26 et seq., as amended from time to time (the "CID Act"), for the
purpose of financing certain economic development related projects. Under the Act, the owners
of the land within the boundaries of a proposed CID may petition the City to request the creation
of a CID and the imposition of a community improvement district sales tax within the CID to
pay for or reimburse the costs of a portion of the development project. '
B. The Applicant has requested that the City review and consider the Applicant's
petition (the "Petition") to create a CID, in accordance with the CID Act. In order to do so, the
City must retain administrative and professional staff, outside counsel and consultants, and incur
expenses, and the City requires that the Applicant pay and reimburse the City for the payment of
such costs.
C. In order for the City to fully consider and evaluate the Petition, the Applicant
seeks to deposit funds with the City to be used by the City to pay for actual out-of-pocket
expenses necessary to perform a full evaluation of the Petition and engage consultants as needed
for such evaluation and to provide services described in this Agreement.
NOW, THEREFORE, the parties, in consideration of the mutual promises set forth in
this Agreement, agree and covenant:
1. Services to be Performed by the City. The City shall retain administrative and
professional staff and outside counsel and consultants, and incur costs and expenses which it, in
its sole discretion, deems necessary to consider, negotiate, and if appropriate, execute and deliver
the necessary legal documents in connection with the establishment of a CID and the imposition
of CID sales tax in accordance with the provisions of the CID Act.
2. Payment. The Applicant shall pay or reimburse the City for its costs and
expenses and legal and other third-party professional fees and expenses incurred by the City in
connection with.providing the necessary third-party legal, financial, and planning assistance,
including consultants, engaged by the City in providing the services set forth in Section 1 (the
"Charges"), subject to the following conditions
A. In order to ensure the prompt and timely payment of the Charges, the
Applicant shall establish a fund (the "Fund") by paying the initial amount of Five Thousand
Dollars ($5,000.00) to the City contemporaneously with the execution of this Agreement, receipt
of which is hereby acknowledged. Thereafter, the City shall pay all Charges from monies on
deposit in the Fund and shall provide an itemized statement thereof to the Applicant on a regular
periodic basis, but no less often than quarterly. The Applicant shall advance to the City the
amounts set forth on such statements within thirty (30) days of receipt thereof, which shall be
deposited in the Fund so that the balance of the Fund remains at Five Thousand Dollars
($5,000.00). If not so paid, the City shall be relieved of its obligations hereunder until paid, and
the unpaid balance shall be subject to a penalty of one and one-half percent (1.5%) per month
until paid, but in no event shall such penalty exceed eighteen percent (18%). In the event that the
total Charges do not meet or exceed Five Thousand Dollars ($5,000.00), the remaining balance
of the Fund shall be returned to the Applicant.
B. If the CID is created and the CID sales tax is imposed, payments made hereunder
may be considered eligible costs under the CID Act and as such may be reimbursable out of the
CID sales tax fund pursuant to the CID Act, subject, however, to any provisions of the CID Act
to the contrary and subject to the terms of the development agreement.
3. Termination.
A. The City may terminate this Agreement upon ten (10) days' written notice
in the event the Applicant fails to make any payment when due.
B. This Agreement shall automatically terminate if the Governing Body
elects not to create a CID.
C. The Applicant may terminate this Agreement in the event it determines
not to proceed with the requested creation of the CID, upon written notice to the City.
D. If this Agreement is terminated, the City. shall apply the balance of the
Fund, if any, to outstanding Charges pursuant to this Agreement and any monies due and owing
to the City pursuant to any other agreement and shall pay the remaining balance, if any, to the
Applicant within thirty (30) days of such termination.
4. No Obligation to Create CID. The Applicant acknowledges that the City is not
obligated by the execution of this Agreement to establish a CID and that the creation of the CID
and the imposition of the associated CID sales tax is subject to the sole discretion of the
Governing Body of the City and the requirements of the CID Act.
5. Notices. All notices required or permitted to be given pursuant to this Agreement
shall be in writing and delivered personally or sent by registered or certified mail, return receipt
requested, or by generally recognized, prepaid, commercial courier or overnight air courier
service. Notice shall be considered given when received on the date appearing on the return receipt,
but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by
registered or certified mail or commercial courier service; or the next business day, if sent by
overnight air courier service. Notices shall be addressed as appears below for each party, provided
that if any party gives notice of a change of name or address, notices to the giver of that notice shall
thereafter be given as demanded in that notice.
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CITY: City Clerk
Attn: Jason A. Gage, City Manager
P.O. Box 736
Salina, KS 67402-0736
DEVELOPER: S & B Motels, Inc.
Attn: Stanley R. Weilert, President
400 N. Woodlawn, Suite 205
Wichita, KS 67208
6. Applicable Law; Venue. This Agreement and its validity, construction and
performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or
interpret this Agreement, the sole and exclusive venue shall be in the Saline County, Kansas District
Court.
7. Persons Bound. This Agreement shall extend to and bind the heirs, executors,
administrators, trustees, successors and authorized assigns of the parties hereto.
8. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, or in multiple originals, and all such counterparts or
originals shall for all purposes constitute one agreement.
9. Amendments. Neither this Agreement nor any of its terms may be changed or
modified, waived, or terminated except by an instrument in writing signed by an authorized
representative of the party against whom the enforcement of the change, waiver, or termination is
sought.
10. Merger Clause. These terms are intended by the parties as a complete, conclusive
and final expression of all the conditions of their Agreement. No other promises, statements,
warranties, agreements or understandings, oral or written, made before or at the signing thereof,
shall be binding unless in writing and signed by all parties and attached hereto.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives.
CITY OF SALINA, KANSAS
By: ,
on A. Gage, City M ager
ATTEST:
By: .19. ' _ i
Sha i i Wicks, CMC, City Clerk
S & B MOTELS, INC.
By: . /Sap
Stanley R. A ei ert, President
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