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Community Improvement District Development Agreement
COMMUNITY IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT This Community Improvement District Development Agreement ("Agreement")is made and entered into this 14th day of September, 2015 (the "Effective Date") by and between the City of Salina, Kansas, a municipal corporation ("City"), and S & B Motels, Inc., a Kansas for profit corporation(the"Developer"and,together with the City,the"Parties"). RECITALS: A. The Developer is the owner of certain real property located in the City of Salina, Kansas legally described and depicted on the attached and incorporated Exhibit A (the "Property"). B. The Developer proposes to design,develop and construct certain improvements to the Property generally consisting of an approximately 97-room, 4-story, approximately 75,000 square foot, first-class, full-service hotel initially bearing a franchise flag of Hilton Garden Inn, with an attached first-class conference center, consisting of approximately 11,400 square feet of public meeting space (plus hallways and back-of-house storage areas) capable of seating approximately 500 people in the main ballroom with appropriate small meeting and pre-function space, generally described as a hotel and conference center, all as more particularly described and identified on the attached and incorporated Exhibit B(the"Project"). C. 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"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 CU) and the imposition of a community improvement district sales tax within the CID ("CID Sales Tax")to pay for or reimburse the costs of a portion of the development project. D. On July 30, 2015, the Developer submitted a petition (the "CID Petition") to the City requesting the formation of a CID (the "District") for purposes of financing certain costs related to the Project. A copy of the CID Petition is attached and incorporated as Exhibit C. The legal description and depiction of the boundaries of the District are attached and incorporated as Exhibit D. E. On September 14,2015, the City approved the creation of the District through the adoption of Ordinance No. 15-10795 (the "CID Ordinance") pursuant to the Act. As contemplated in the CID Petition,the CID Ordinance calls for the imposition of a CID Sales Tax of 2.0% within the District to be used to reimburse the Developer for certain CID Improvement Costs(as defined below). F. The parties wish to enter into this Agreement to establish their respective rights, duties, and obligations as they relate to the Project, and to establish the terms and conditions relating to the City's reimbursement of the Developer for certain CID Improvement Costs from the CID Sales Tax generated within the District. NOW, THEREFORE, in consideration of the foregoing recitals and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE I DEFLYIITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions of Words and Terms. Capitalized words used in this Agreement which are not otherwise defined herein shall have the meanings set forth below: "Act" means K.S.A. 12-6a26 et seq.,as amended and supplemented from time to time. "Applicable Laws and Requirements" means any applicable constitution, treaty, statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, directive, requirement or decision of or agreement with or by Governmental Authorities. "Certificate of Expenditures" means a request by the Developer for the City's approval and reimbursement of CID Improvement Costs from the CID Sales Tax Fund, in substantially the form attached and incorporated as Exhibit E. "Certificate of Full Completion"means a certificate evidencing full completion of the Project,in substantially the form attached and incorporated as Exhibit F. "CID Cap" means the lesser of(i) $5,000,000, or (ii) an amount equal to 50% of the total Project Costs incurred at the time of full completion of the Project, as evidenced by the Developer's Certificate of Expenditures. "CID Collection Period" means the period that commences on the date that the CID Sales Tax is imposed and concludes on the date which is the earlier of the following: (i)the date that Developer has been reimbursed for all CID Improvement Costs by Pay-As-You-Go CID Financing, (ii) the date which is twenty two (22) years from the date that the CID Sales Tax is first imposed,or(iii)the date on which this Agreement is terminated. "CID Improvement Costs" means the costs and expenses of the Project to be reimbursed with Pay-As-You-Go CID Financing pursuant to this Agreement, in an amount equal to the CID Cap, but only to the extent such costs and expenses are (1) `costs" as defined in the Act, and (ii) approved by the City pursuant to Section 3.02 of this Agreement. CID Improvement Costs shall not include costs for repair or maintenance, or any other costs or expenses incurred after the City's approval of the submitted Certificate of Full Completion. "CID Ordinance" means Ordinance No. 15-10795, adopted by the Governing Body on September 14,2015. 2 "CID Petition" means that certain petition submitted by the Developer on or about July 30,2015,a copy of which is attached as Exhibit C,which includes the estimated Project budget. "CID Policy"means the policy of the City governing the use of CID financing within the City, as originally approved by the Governing Body on January 25, 2010, and as amended from time to time. "CID Sales Tax" means the 2.00% sales tax levied within the District pursuant to the Act. "CID Sales Tax Fund" means the separate fund established by the City for deposit of the CID Sales Tax received from the state and collected within the District, and that is used to reimburse the Developer for the CID Improvement Costs. "Construction Plans" means plans, drawings, specifications and related documents, and construction schedules for the construction of the Project, together with all supplements, amendments or corrections, submitted by the Developer and approved by the City in accordance with this Agreement. "District" means the community improvement district legally described and depicted on Exhibit D. "Excusable Delays" means any delay beyond the reasonable control of the party affected, caused by damage or destruction by fire or other casualty, strike, shortage of materials, unavailability of labor, adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or abnormal duration, tornadoes, and any other events or conditions,which shall include but not be limited to any litigation interfering with or delaying the construction of all or any portion of the Project in accordance with this Agreement,which in fact prevents the party so affected from discharging its respective obligations hereunder. "Governmental Approvals" means all plat approvals, re-zoning or other zoning changes, site plan approvals, conditional use permits, variances, building permits, architectural review or other subdivision, zoning or similar approvals required for the implementation of the Project and consistent with the Site Plan and this Agreement. "Governmental Authorities" means any and all jurisdictions, entities, courts, boards, agencies,commissions, offices,divisions, subdivisions, departments,bodies or authorities of any type of any governmental unit(federal,state or local)whether now or hereafter in existence. "Pay-As-You-Go CID Financing" means a method of financing pursuant to K.S.A. 12- 6a34, in which the CID Improvement Costs are financed without notes or bonds, and the costs are reimbursed as CID Sales Tax is deposited in the CID Sales Tax Fund. "Permitted Subsequent Approvals" means the building permits and other Governmental Approvals customarily obtained prior to construction but which have not been 3 obtained on the date that this Agreement is executed, and which the City or other governmental entity has not yet determined to grant. "Plans" means Site Plans, Construction Plans and all other Governmental Approvals necessary to construct the Project in accordance with the Salina Code, applicable laws of Governmental Authorities and this Agreement. "Project" means the improvements to the Property, as generally described in the Petition and the recitals to this Agreement, and more fully described in Exhibit B, to be designed, developed, constructed,and completed by the Developer pursuant to this Agreement. "Project Costs" means the costs and expenses of designing, developing, constructing, and completing the Project,including the CID Improvement Costs. "Property"means the real property within the boundaries of the District and upon which the Project will be constructed and completed, which is legally described and depicted on Exhibit A. "Site Plan"means the final site plan for the Property to be submitted by the Developer to the City and approved by the City pursuant to the Salina Code, which may be approved as a whole or approved in phases or stages. "Term" means that certain period from the Effective Date through that date on which this Agreement expires as set forth in Section 4.01. Section 1.02. Rules of Construction. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Agreement. A. The terms defined in this Article include the plural as well as the singular. B. All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. C. All references herein to "generally accepted accounting principles" refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms. D. All references in this instrument to designated "Articles," "Sections" and other subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as originally executed. E. The Article and Section headings herein are for convenience only and shall not affect the construction of this Agreement. 4 F. The representations, covenants and recitations set forth in the foregoing recitals are material to this Agreement and are incorporated into and made a part of this Agreement as though they were fully set forth in this Section. The provisions of the Plans,and such resolutions and ordinances of the City introduced or adopted by the City which designate the District, and the provisions of the Act, as amended, are incorporated herein by reference and made a part of this Agreement, subject in every case to the specific terms of this Agreement. ARTICLE II • THE PROJECT Section 2.01. Construction of Project. Subject to the terms and conditions of this Agreement and the final Plans approved by the City, the Developer agrees to construct and complete,or cause to be constructed and completed,the Project. Section 2.02. Governmental Approvals. Before commencement of construction or development of any buildings, structures or other work or improvements, the Developer shall, at its own expense, secure or cause to be secured any and all Governmental Approvals which may be required by the City and any other Governmental Authorities having jurisdiction as to such construction, development or work. The City shall cooperate with and provide all usual assistance to the Developer in securing these permits and approvals, and shall diligently process, review and consider all such permits and approvals as may be required by law; except that the City shall not be required to issue any such permits or approvals for any portion of the Project not in conformance with this Agreement. Nothing in this Agreement shall constitute a waiver of the City's right to consider and approve or deny Governmental Approvals pursuant to the City's regulatory authority as provided by the Salina Code and Applicable Laws and Regulations. Section 2.03. Project Schedule. No later than October I, 2015, subject to Developer having been issued all necessary Government Approvals, the Developer shall commence or cause to be commenced construction of the Project in a good and workmanlike manner in accordance with the terms of this Agreement. The Developer shall cause the Project to be completed with due diligence with the intention to complete the Project, subject to Excusable Delays,by the end of November 2016. Section 2.04. Continuation and Completion. Subject to Excusable Delays, once the Developer has commenced construction of the Project, or a particular phase of the Project as approved by the City,the Developer shall not permit cessation of work on the Project or such phase of the Project for a period in excess of 45 consecutive days or 90 days in the aggregate without the prior written consent of the City. Section 2.05. Project Budget. The Project shall be constructed substantially in accordance with the project budget attached to the CID Petition. Section 2.06. Rights of Access. Representatives of the City shall have the right of access to the Property,without charges or fees,at normal construction hours during the period of construction, for the purpose of ensuring compliance with this Agreement, including, but not limited to, the inspection of the work being performed in constructing, improving, equipping, 5 and installing the Project, so long as they comply with all safety rules. Except in case of emergency, prior to any such access, such representatives of the City will check in with the on- site manager. Such representatives of the City shall carry proper identification, shall insure their own safety, assuming the risk of injury, and shall not interfere with the construction activity. The right of access granted by this Section shall be in addition to the City's rights to access the Property in the exercise of its proper authority to regulate and provide for the public health, safety, and welfare. Section 2.07. Periodic Meetings. From the Effective Date until full completion of the Project, Developer agrees to meet with the City and/or its agents or consultants at such intervals as the City and any such designee shall reasonably request, to review and discuss the design, development and construction of the Project. Section 2.08. Certificate of Full Completion. Promptly alter full completion of the Project in accordance with the provisions of this Agreement, the Developer shall submit a Certificate of Full Completion to the City. "Full completion" shall mean that the Developer shall have been granted a Certificate of Occupancy by the City Building Official for all portions of the Project, and shall have completed all work as required by this Agreement and the Plans with respect to all phases of the Project. The Certificate of Full Completion shall be in substantially the form attached as Exhibit F. The City shall, within ten (10) days following delivery of the Certificate of Full Completion, carry out such inspections as it deems necessary to verify to its reasonable satisfaction the accuracy of the certifications contained in the Certificate of Full Completion. The City's execution of the Certificate of Full Completion shall constitute evidence of the satisfaction of the Developer's agreements and covenants to construct the Project. ARTICLE III PROJECT FINANCING Section 3.01. Project Costs. The Developer, using private equity and/or debt, shall be solely responsible for and shall advance all Project Costs necessary to complete the Project; provided, however, the City agrees to reimburse the Developer for the CID Improvement Costs from and to the extent of the CID Sales Tax, up to the CID Cap, subject to the terms of this Agreement. Section 3.02. Certification of CID Improvement Costs. A. Certificate of Expenditures. After the date of the City's approval of the submitted Certificate of Full Completion, the Developer shall submit to the City a Certificate of Expenditures, in the form attached as Exhibit E, for purposes of(i) certifying the amount of eligible CID Improvement Costs for which reimbursement is sought, and (ii)verifying that such costs were actually incurred by the Developer for purposes of completing the Project. The City reserves the right to require that the Certification of Expenditures be accompanied by such bills, contracts,invoices, lien waivers,and other documentation as the City shall reasonably require for purposes of reviewing and approving the Certificate of Expenditures, and also reserves the right to have its agents or employees inspect all work and records for which the Certificate of Expenditures is submitted. 6 B. Review and Approval. The City Manager shall have thirty (30) calendar days after receipt of the Certificate of Expenditures and all supporting documentation to review and respond by written notice to the Developer. If the submitted Certificate of Expenditures and supporting documentation demonstrates that: (1)the request relates to eligible"costs,"as defined in the Act, not in excess of the CID Cap; (2) the work for which payment was made and reimbursement is sought has been completed in accordance with this Agreement (3) the Developer is not in default under this Agreement; and (4) there is no fraud on the part of the Developer, then the City Manager shall approve the Certificate of Expenditures and all CID Improvement Costs contained therein shall be eligible for reimbursement from the CID Sales Tax Fund, pursuant to this Article. If the City Manager determines that a portion of the expenditures listed within the submitted Certificate of Expenditures and supporting documentation for said expenditures should not be approved, the City Manager may deny the Certificate of Expenditures, in part, and shall notify the Developer of such determination in writing, setting forth in detail the basis for the denial for each such expenditure. In the event of a partial denial of the Certificate of Expenditures, that portion of the submitted expenditures that the City Manager approves shall be immediately eligible for reimbursement from the CID Sales Tax Fund pursuant to the terms of this Agreement. As to that portion of the submitted expenditures the City Manager determines are not eligible for reimbursement, the Developer may appeal such denial to the Governing Body by filing a written request to be heard with the City Clerk within fourteen(14)business days of the receipt of the written denial. The Governing Body shall conduct a hearing within thirty (30) days of receipt of such request and render a decision immediately upon the conclusion of such hearing. Section 3.03. CID Sales Tax. A. Imposition of Sales Tax in District. The City agrees that the CID Improvement Costs shall be reimbursed to the Developer, pursuant to the terms and conditions of this Agreement, with revenues received from the imposition of a CID Sales Tax of two percent(2%) on the sale of tangible personal property at retail or rendering or furnishing services which are taxable pursuant to the Kansas Retailers' Sales Tax Act (K.S.A. 79-3601, et seq., as amended) within the District. B. Commencement of CID Collection Period. Within twenty (20) days of the - Effective Date of this Agreement,the City shall notify the state director of taxation to commence the collection and reporting of the CID Sales Tax within the District at the same time and in the same manner as provided for the collection of the state retailers' sales tax. Funds collected from the CID Sales Tax prior to the approval of the Certificate of Expenditures shall be held by the City in the CID Sales Tax Fund until such funds are eligible for distribution pursuant to the terms of this Agreement. C. CID Sales Tax Fund. During the existence of the District, all CID Sales Taxes generated within the District shall be deposited into the CID Sales Tax Fund, which shall be established and administered by the City in compliance with Applicable Laws and Requirements and this Agreement. The City may invest the funds in the same manner as other funds of the City are invested. Interest earnings shall remain in the CID Sales Tax Fund, and shall be treated in the same manner as CID Sales Tax revenue for purposes of this Agreement. 7 Section 3.04. Pay-As-You-Go CID Financing. The proceeds from the CID Sales Tax shall be disbursed by the City to the Developer on a monthly basis, and within thirty(30)days of the City's receipt of the CID Sales Tax funds from the state treasurer,to reimburse Developer for CID Improvement Costs, if and to the extent that: (i) the term of the CID Collection Period has not yet expired; (ii)there are CID Sales Tax funds in the CID Sales Tax Fund;(iii)the Developer is not in default under this Agreement and/or this Agreement has not been terminated; and (iv) the Developer has not already been reimbursed for CID Improvement Costs in an amount equal to the CID Cap. Section 3.05. No CID Bonds. The Developer understands and agrees that all reimbursements to the Developer hereunder shall be made only from Pay-As-You-Go CID Financing, and nothing in this Agreement shall in any way obligate the City to issue bonds or other obligations to reimburse the Developer for the CID Improvement Costs or any other costs of the Project. Section 3.06. Payment and Priority of City's Administrative Fee. The City shall be entitled to withdraw and receive from the CID Sales Tax Fund a CID administrative service fee equal to 2.00% of all CID Sales Tax revenue deposited into the CID Sales Tax Fund. The CID administrative service fee shall be used to cover the administration and other City costs during the Term. The CID administrative service fee may be paid monthly from the CID Sales Tax revenues deposited in the CID Sales Tax Fund, and shall have first priority to available funds in the CID Sales Tax Fund. The CID administrative service fee shall be deemed a CID Improvement Cost. ARTICLE IV USE AND OPERATION OF THE PROJECT Section 4.01. Term. Unless earlier terminated as provided herein, this Agreement and the District will remain in effect until the date which is the earlier of (i) the date that the Developer has been reimbursed for all CID Improvement Costs by Pay-As-You-Go CID Financing pursuant to the terms of this Agreement, or (ii) regardless of whether the Developer has been fully reimbursed for all CID Improvement Costs, that date which is twenty-two (22) years from the date that the CID Sales Tax is first imposed. Notwithstanding the foregoing, the City hereby agrees that Developer may terminate this Agreement, with or without cause, by thirty(30)days prior written notice to the City. Upon any such termination by the Developer,the parties hereby agree that (i) the City may terminate the CID and/or the CID Sales Tax, and Developer shall have no further rights to any proceeds or reimbursements therefrom except that Developer shall be entitled to reimbursement for eligible CID Improvement Costs from CID Sales Tax collected prior to the date of termination, and (ii)neither party shall have any further obligations under this Agreement,except to the extent set forth in Section 6.01. Section 4.02. Restrictions on Use. During the Term of this Agreement, the Developer agrees to use the Property for purposes of operating the hotel and conference center, and the overall Project, as contemplated by this Agreement and the Plans. Nothing in this Section 4.02 shall be construed to prevent Developer from locating other ancillary businesses within the hotel or conference center buildings, such as restaurants or shops, so long as such businesses are 8 reasonably related to the operation of the hotel and conference center and are located,developed and operated pursuant to applicable ordinances related to the use of land or other zoning requirements. If the Developer fails to use the Property as required hereunder, the City may, in its sole and absolute discretion, (i) exercise any remedy set forth in Section 7.03, or(ii) amend this Agreement to permit the changed use, but only after the Developer has filed a new CID Petition which has been approved in accordance with the City's CID Policy. Section 4.03. Operation and Maintenance of Project. The Property, and the Developer's business and operations on the Property, shall comply with all applicable building and zoning, health, environmental and safety codes and laws and all other Applicable Laws and Requirements. The Developer will make all repairs, renewals, replacements, and improvements necessary to comply with this section. The Developer shall, at its own expense, secure or cause to be secured any and all Governmental Approvals which may be required by the City and any other Governmental Authority having jurisdiction for the construction or operation of the Project. Section 4.04. Hotel Flag. The initial Hotel Flag for the Project shall be Hilton Garden Inn. Section 4.05. Additions and Alterations. After full completion of the Project, the Developer may make additions, alterations, and changes to the Project so long as such additions, alterations, and changes are made in compliance with all Applicable Laws and Requirements, this Agreement, and the Plans, and as long as the same do not materially adversely affect the value of the Project or the Developer's ability to perform its obligations under this Agreement. Section 4.06. Taxes,Assessments,Encumbrances and Liens. A. Taxes and Assessments. The Developer shall pay when due all real estate taxes and assessments on the Property. Nothing herein shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax or assessment, encumbrance or lien,nor to limit the remedies available to the Developer in respect thereto; provided, however, that the City may suspend all reimbursements of CID Improvement Costs through Pay-As-You-Go CID Financing during any time that such real estate taxes and assessments remain unpaid. The Developer shall promptly notify the City in writing of a protest of real estate taxes or assessments. B. Encumbrances and Liens. The Developer agrees that no mechanics' or other liens shall be established or remain against the Project or Property,or the funds in connection with any of the Project, for labor or materials furnished in connection with any acquisition, construction, additions, modifications, improvements, repairs, renewals or replacements so made; except that Developer shall not be in default hereunder if Developer grants a mortgage or mortgages on the Property or any portion thereof for purposes of financing any improvements to the Property. The Developer shall not be in default if mechanics' or other liens are filed or established and the Developer contests in good faith said liens and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom; provided, however, that the City may suspend all reimbursements of CID Improvement Costs through Pay-As-You-Go CID Financing during any time that such 9 • mechanics' or other liens remain unpaid. The Developer hereby agrees and covenants to indemnify and hold harmless the City in the event any liens are filed against the Project or Property as a result of acts of the Developer, its agents or independent contractors. Section 4.07. Access.During the Term,the Developer acknowledges and agrees that the City, and its duly authorized representatives and agents, shall have the right to enter the portions of the Property or Project at reasonable times and upon reasonable notice, to substantiate compliance with this Agreement or, to the extent the Developer has failed to cure any breach within applicable notice and cure periods, to cure any defaults under this Agreement. In exercising its rights hereunder, the City shall use reasonable efforts to avoid unreasonable interference with the operation of the Project. Nothing contained in this Section shall restrict or impede the right of the City to enter the Property or Project pursuant to any Applicable Laws and Requirements. ARTICLE V TRANSFER AND ASSIGNMENT Section 5.01. Assignments by Developer. The rights, duties and obligations hereunder of the Developer may not be assigned, in whole or in part, to another person or entity, without the prior approval of the City's Governing Body, which approval shall not be unreasonably withheld, 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, necessary and adequate to fulfill the obligations of the Developer with respect to the portion of the Project and/or this Agreement being transferred. As a condition to considering any proposed assignment, the City shall be entitled to request, receive, and review any information or financial statements of the proposed assignee for purposes of determining the proposed assignee's qualifications and financial responsibility. The City shall maintain the confidentiality, to the extent permitted by law,of the financial statements or other information provided by any assignee for consideration. The Developer shall be responsible for and pay the City's costs and expenses and legal and other third-party professional fees and expenses incurred in connection with reviewing and considering any proposed assignment,or the preparation of any necessary legal or financial documents. 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 future obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject(or, in the event the transfer is of or relates to a portion of the Project, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer shall not be relieved from any obligations set forth herein unless and until the City specifically agrees to release the Developer. The Developer agrees, at Developer's cost, to promptly 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. Section 5.02. Successors and Assigns. The Parties' obligations pursuant 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 10 against the purchasers or other transferees as if such purchaser or transferee were originally a party and bound by this Agreement (except as otherwise provided in an agreement approved by the City). Notwithstanding the foregoing, no tenant of any part of the Project shall be bound by any obligation of the Developer solely by virtue of being a tenant; provided, however, that no transferee or owner of property within the Project except the Developer shall be entitled to any rights whatsoever or claim upon the reimbursements from the CID Sales Tax Fund as set forth herein, except as specifically authorized in writing by the Developer and the City. Section 5.03. Excluded Encumbrances and Transfers. The foregoing restrictions on assignment, transfer and conveyance shall not apply to(i) any security interest granted to secure indebtedness to any construction or permanent lender, or (ii) the sale, rental and leasing of portions of the Property for the uses permitted under the terms of this Agreement. ARTICLE VI GENERAL COVENANTS Section 6.01. Indemnification of City. A. Indemnity. The Developer agrees to indemnify and hold the City, its employees, agents and independent contractors and consultants(collectively,the"City Indemnified Parties") harmless from and against any and all suits, claims, costs of defense, damages, injuries, liabilities,judgments, costs and/or expenses, including court costs and attorneys' fees, resulting from, arising out of,or in any way connected with: 1. The acquisition of the Project by the Developer; 2. The management, design, construction, development and completion of the Project by the Developer; 3. The use or occupation of the Project by the Developer or anyone acting by,through or under the Developer; 4. Damage or injury, actual or claimed, of whatsoever kind or character to persons or property occurring or allegedly occurring in, on or about the Project or the District; 5. Any breach, default or failure to perform by the Developer under this Agreement; 6. Any act by an employee of the City at or on the Project which is within or under the control of the Developer or pursued for the benefit of or on behalf of the Developer; or 7. The Developer's actions and undertakings in implementation of the Project or this Agreement. 11 This section shall not apply to willful misconduct or negligence of the City or its officers, employees or agents. This section includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in (i)the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"; 42 U.S.C. Section 9601, et seq.), (ii)the Resource Conservation and Recovery Act ("RCRA"; 42 U.S.C. Section 6901 et seq.) and (iii)Article 34, Chapter 65, K.S.A. and all amendments thereto, at any place where the Developer owns or has control of real property pursuant to any of Developer's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA to assure, protect, hold harmless and indemnify the City from liability. B. Notice. In the event any suit, action, investigation, claim or proceeding (collectively, an "Action") is begun or made as a result of which the Developer may become obligated to one or more of the City Indemnified Parties hereunder, any one of the City Indemnified Parties shall give prompt notice to the Developer of the occurrence of such event. C. Survival of Obligations. The right to indemnification set forth in this Agreement shall survive the termination of this Agreement Section 6.02. Non-liability of Officials, Employees and Agents of the City. No recourse shall be had for the reimbursement of the CID Improvement Costs or for any claim based thereon or upon any representation, obligation, covenant or agreement contained in this Agreement against any past, present or future official, officer, employee or agent of the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officials, officers, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Agreement. Nothing in this Section 6.02 shall be construed as waiving liability of the City for acts of its officials, officers, employees or agents, nor shall the waiver provided hereunder extend to any official, officer, employee or agent of the City whom the City contends was not acting on behalf of, or in the scope of his/her employment with,the City when the act or omission giving rise to liability occurred. ARTICLE VII DEFAULTS AND REMEDIES Section 7.01. Developer Event of Default. Subject to Section 7.05, the occurrence and continuance of any of the following events shall constitute a "Developer Event of Default" hereunder: A. A default in the performance of any obligation or breach of any covenant or agreement of the Developer in this Agreement (other than a covenant or agreement, a default in the performance or breach of which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of thirty(30)days after the City has delivered to the Developer a written notice specifying such default or breach and requiring it to be 12 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 the Developer is diligently attempting to remedy such default or breach, such default or breach shall not constitute an event of default if the 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; or B. The Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against the Developer in a court having jurisdiction and said petition is not dismissed within sixty(60)days, or the Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of the Developer and such appointment is not dismissed within ninety(90) days; or any execution or attachment shall issue against the Developer whereupon the District or any part thereof, or any interest therein of the Developer under this Agreement, shall be taken and the same is not released prior to judicial sale thereunder. Section 7.02. City Event of Default. Subject to Section 7.05, a"City Event of Default" shall mean a default in the performance of any obligation or breach of any other covenant or agreement of the City in this Agreement, and continuance of such default or breach for a period of thirty (30) days after the Developer has delivered to the City 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 the City is diligently attempting to remedy such default or breach, such default or breach shall not constitute an event of default if the City shall immediately 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. Section 7.03. Remedies upon a Developer Event of Default. A. Upon the occurrence and continuance of a Developer 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: 1. The City shall have the right to terminate this Agreement or terminate the Developer's rights under this Agreement. 2. The City may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce and compel the performance of the duties and obligations of the 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 Developer Event of Default. B. Subject to the Developer's rights under Section 4.01, upon termination of this Agreement for any reason,the City shall have no obligation to reimburse the Developer for any 13 CID Improvement Costs, or any other amounts or costs incurred or paid by the Developer relating to the Project, and the City may elect to terminate the District and/or CID Sales Tax. C. If the City has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the City, then and in every case the City and the Developer shall, subject to any determination in such proceeding, be restored to their former positions and rights hereunder,and thereafter all rights and remedies of the City shall continue as though no such proceeding had been instituted. D. 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. No waiver made by the City shall apply to obligations beyond those expressly waived. E. Any delay by the City in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver of such rights or limit it in any way.No waiver in fact made by the City of any specific default by the 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. Section 7.04. Remedies upon a City Event of Default. A. Upon the occurrence and continuance of a City Event of Default the Developer shall have the following rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: 1. The Developer shall have the right to terminate the Developer's obligations under this Agreement; or 2. The Developer may pursue any available remedy at law or in equity by suit, action,mandamus or other proceeding to enforce and compel the performance of the duties and obligations of the City as set forth in this Agreement, to enforce or preserve any other rights or interests of the Developer under this Agreement or otherwise existing at law or in equity and to recover damages incurred by the Developer resulting from such City Event of Default. Provided,however,that the City's liability for monetary amounts shall be limited to the actual amount, if any, in question, and under no circumstances shall the City be liable for any remote, indirect, consequential, or punitive damages. The City's liability hereunder shall also be limited by Applicable Laws and Requirements. B. If the Developer has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Developer, then and in every case the Developer and the City shall, subject to any determination in such proceeding, be restored to their former positions and rights hereunder, and thereafter all rights and remedies of the Developer shall continue as though no such proceeding had been instituted. 14 C. The exercise by the Developer 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. No waiver made by the Developer shall apply to obligations beyond those expressly waived. D. Any delay by the Developer in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this paragraph shall not operate as a waiver of such rights or limit it in any way. No waiver in fact made by the Developer of any specific default by the City 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. Section 7.05. Excusable Delays.Neither the City nor the Developer shall be deemed to be in default of this Agreement because of an Excusable Delay. Section 7.06. Legal Actions. Any legal actions related to or arising out of this Agreement must be instituted in the District Court of Saline County,Kansas. ARTICLE VIII REPRESENTATIONS AND WARRANTIES Section 8.01. Representations of City. The City makes the following representations and warranties, which are true and correct on the Effective Date, to the best of the City's knowledge: A. Due Authority. The City has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the terms and obligations of this Agreement, and this Agreement has been duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal valid and binding obligation of the City, enforceable in accordance with its terms. B. No Defaults or Violation of Law. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms and conditions of this Agreement do not and will not conflict with or result in a breach of any of the terms or conditions of any agreement or instrument to which it is now a party, and do not and will not constitute a default under any of the foregoing. C. No Litigation. There is no litigation, proceeding or investigation pending or, to the knowledge of the City, threatened against the City with respect to the Plans or this Agreement.In addition,no litigation,proceeding or investigation is pending or,to the knowledge of the City, threatened against the City seeking to restrain, enjoin or in any way limit the approval or issuance and delivery of this Agreement or which would in any manner challenge or adversely affect the existence or powers of the City to enter into and carry out the transactions described in or contemplated by the execution, delivery, validity or performance by the City of the terms and provisions of this Agreement. 15 D. Governmental or Corporate Consents. No consent or approval is required to be obtained from, and no action need be taken by, or document filed with, any governmental body or corporate entity in connection with the execution and delivery by the City of this Agreement E. No Default. No default or event of default has occurred and is continuing, and no event has occurred and is continuing which with the lapse of time or the giving of notice,or both, would constitute a default or an event of default in any material respect on the part of the City under this Agreement. Section 8.02. Representations of the Developer. The Developer makes the following representations and warranties, which are true and correct on the Effective Date, to the best of the Developer's knowledge: A. Due Authority. The Developer has all necessary power and authority to execute and deliver and perform the terms and obligations of this Agreement and to execute and deliver the documents required of the Developer herein, and such execution and delivery has been duly and validly authorized and approved by all necessary proceedings. Accordingly, this Agreement constitutes the legal valid and binding obligation of the Developer, enforceable in accordance with its terms. B. No Defaults or Violation of Law. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms and conditions of this Agreement do not and will not conflict with or result in a breach of any of the terms or conditions of any corporate or organizational restriction or of any agreement or instrument to which it is now a party, and do not and will not constitute a default under any of the foregoing. C. No Litigation. No litigation, proceeding or investigation is pending or, to the knowledge of the Developer, threatened against the Project, the Developer or any officer, director, member or shareholder of the Developer. In addition, no litigation, proceeding or investigation is pending or, to the knowledge of the Developer,threatened against the Developer seeking to restrain, enjoin or in any way limit the approval or issuance and delivery of this Agreement or which would in any manner challenge or adversely affect the existence or powers of the Developer to enter into and carry out the transactions described in or contemplated by the execution,delivery,validity or performance by the Developer of the terms and provisions of this Agreement. D. No Material Change. (1) The Developer has not incurred any material liabilities or entered into any material transactions other than in the ordinary course of business except for the transactions contemplated by this Agreement and (2) there has been no material adverse change in the business, financial position, prospects or results of operations of the Developer, which could affect the Developer's ability to perform its obligations pursuant to this Agreement from that shown in the financial information provided by the Developer to the City prior to the execution of this Agreement. 16 E. Governmental or Corporate Consents. No consent or approval is required to be obtained from, and no action need be taken by, or document filed with, any governmental body or corporate entity in connection with the execution, delivery and performance by the Developer of this Agreement,other than Permitted Subsequent Approvals. F. No Default. No default or event of default has occurred and is continuing, and no event has occurred and is continuing which with the lapse of time or the giving of notice,or both, would constitute a default or an event of default in any material respect on the part of the Developer under this Agreement, or any other material agreement or material instrument to which the Developer is a party or by which the Developer is or may be bound. G. Approvals. Except for Permitted Subsequent Approvals, the Developer has received and is in good standing with respect to all certificates, licenses, inspections, franchises, consents, immunities, permits, authorizations and approvals, governmental or otherwise, necessary to conduct and to continue to conduct its business as heretofore conducted by it and to own or lease and operate its properties as now owned or leased by it. Except for Permitted Subsequent Approvals, the Developer has obtained all certificates, licenses, inspections, franchises, consents, immunities, permits, authorizations and approvals, governmental or otherwise, necessary to acquire, construct, equip, operate and maintain the Project. The Developer reasonably believes that all such certificates, licenses, consents, permits, authorizations or approvals which have not yet been obtained will be obtained in due course. H. Construction Permits. Except for Permitted Subsequent Approvals, all governmental permits and licenses required by applicable law to construct, occupy and operate the Project have been issued and are in full force and effect or, if the present stage of development does not allow such issuance, the Developer reasonably believes, after due inquiry of the appropriate governmental officials, that such permits and licenses will be issued in a timely manner in order to permit the Project to be constructed. I. Compliance with Laws. The Developer is in compliance with all valid laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs, business,and operations as contemplated by this Agreement. J. Other Disclosures. The information furnished to the City by the Developer in connection with the matters covered in this Agreement are true and correct and do not contain any untrue statement of any material fact and do not omit to state any material fact required to be stated therein or necessary to make any statement made therein, in the light of the circumstances under which it was made,not misleading. K. Project. The Developer represents and warrants that the Property is sufficient to construct the Project as contemplated in the Plans and this Agreement. 17 ARTICLE IX GENERAL PROVISIONS Section 9.01. Mutual Assistance. The City and the Developer agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate to carry out the terms,provisions and intent of this Agreement and to aid and assist each other in carrying out said terms,provisions and intent. Section 9.02. Effect of Violation of the Terms and Provisions of this Agreement; No Partnership. The City is deemed the beneficiary of the terms and provisions of this Agreement, for and in its own rights and for the purposes of protecting the interests of the community and other parties,public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement shall run in favor of the City, without regard to whether the City has been, remains or is an owner of any land or interest therein in the Project or the District The City shall have the right,if the Agreement or covenants are breached,to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. Nothing contained herein shall be construed as creating a partnership between the Developer and the City. Section 9.03. Time of Essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matters of this Agreement and acknowledge that the successful performance of this Agreement requires their continued cooperation. Section 9.04. Amendments. This Agreement may be amended only by the mutual consent of the Parties, by the adoption of a resolution of the City approving said amendment, as provided by law, and by the execution of said amendment by the Parties or their successors in interest. Section 9.05. Agreement Controls. The Parties agree that the Project will be implemented as agreed in this Agreement. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements, negotiations and discussions relative to the subject matter of this Agreement and is a full integration of the agreement of the Parties. Section 9.06. Validity and Severability. it is the intention of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws of the State of Kansas, and that the unenforceability (or modification to conform with such laws) of any provision of this Agreement shall not render unenforceable, or impair, the remainder of this Agreement. Accordingly, if any provision of this Agreement shall be deemed invalid or unenforceable in whole or in part,this Agreement shall be deemed amended to delete or modify, in whole or in part, if necessary, the invalid or unenforceable provision or provisions, or portions thereof,and to alter the balance of this Agreement in order to render the same valid and enforceable. Section 9.07. Required Disclosures. Prior to the commencement of reimbursements to Developer from the CID Sales Tax Fund, the Developer shall immediately notify the City of the I8 occurrence of any material event which would cause any of the information furnished to the City by the Developer in connection with the matters covered in this Agreement to contain any untrue statement of any material fact or to omit to state any material fact required to be stated therein or necessary to make any statement made therein, in the light of the circumstances under which it was made,not misleading. Section 9.08. Equal Opportunity. A. In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code,the Developer and its subcontractors, if any, agree that: 1. The Developer shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Agreement because of race, sex,religion,age, color,national origin,ancestry or disability; 2. The Developer shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the City's human relations director; 3. If the Developer fails to comply with the manner in which the Developer reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, the Developer shall be deemed to have breached this Agreement and it may be canceled,terminated or suspended,in whole or in part,by the City; 4. If the Developer is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, the Developer shall be deemed to have breached this Agreement and it may be canceled,terminated or suspended,in whole or in part,by the City; 5. The Developer shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race,sex,religion,age, color,national origin,ancestry or disability; and • 6. The Developer shall include similar provisions in any subcontract under this Agreement. Section 9.09. Tax Implications. The Developer acknowledges and represents that (a) neither the City nor any of its officials, employees, consultants, attorneys or other agents has provided to the Developer any advice regarding the federal or state income tax implications or consequences of this Agreement and the transactions contemplated hereby, and (b) the Developer is relying solely upon its own tax advisors in this regard. 19 Section 9.010.Authorized Parties. Whenever under the provisions of this Agreement and other related documents, instruments or any supplemental agreement, a request, demand, approval,notice or consent of the City or the Developer is required, or the City or the Developer is required to agree or to take some action at the request of the other Party, such approval or such consent or such request shall be given for the City,unless otherwise provided herein,by the City Manager and for the Developer by any officer of the Developer so authorized; and any person shall be authorized to act on any such agreement,request, demand, approval, notice or consent or other action and neither Party shall have any complaint against the other as a result of any such action taken. The City Manager may seek the advice, consent or approval of the Governing Body before providing any supplemental agreement, request, demand, approval, notice or consent for the City pursuant to this Section. Section 9.011.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. CITY: City Clerk Attn: Jason A.Gage,City Manager P.O.Box 736 Salina,KS 67402-0736 DEVELOPER: S&B Motels,Inc. Attn: Stanley It Weilert,President 400 N.Woodlawn, Suite 205 Wichita,KS 67208 Section 9.012. Kansas Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. Section 9.013.Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. Section 9.014.Agreement Runs With the Land: Recording. The parties understand and agree that this Agreement runs with the land. Additionally, the Parties agree to execute and deliver an original of this Agreement and any amendments or supplements hereto,in proper form for recording and/or indexing in the appropriate land or governmental records,including,but not limited to, recording in the real estate records of Saline County, Kansas. This Agreement, or a memorandum of this Agreement, shall be promptly recorded by the Developer at Developer's cost after execution,and proof of recording shall be provided to the City. 20 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. CITY OF SALINA,KANSAS By: ►�I�iI.T� Jot ' . :Ian ard,Mayor ATTEST: S i Wicks,CMC,City Clerk S&B MOTELS,INC. � c By. Stanley eilert,President • STATE OF KANSAS,COUNTY OF SALINE,SS: This instrument was acknowledged before me on .7/ , 2015, by Jon R. Blanchard, Mayor of the City of Salina, Kansas, and S di Wicks, CMC, City Clerk for the City of Salina,Kansas. .I �(l�--�/ /1/11/ CYNTHIA S. WOLFF tt"'® Notary Public- State of Kan s Notary blic MyAppt.Expires 10—g—a016- STATE OF KANSAS,COUNTY OF SALINE, SS: // This instrument was acknowledged before me on 9f7ihct€ /6 , 2015, by Stanley R. Weilert,as President of S &B Motels, Inc., a Kan`. corporation. Notary Pu.lic STACIA SHEETS Notary Public- State of Kansas MyAppt.Expires January 10,2019 21 EXHIBIT A LEGAL DESCRIPTION AND DEPICTION OF THE PROPERTY All of Lot 1,Block 2,and the eastern portion of Lot 2,Block 2,Riffel Addition#2 to the City of Salina, Saline County,Kansas,further described as: Beginning at the NW comer of Lot 1, Block 2, which is the NE corner of Lot 2,Block 2; Thence S 11° 11'10" W for a distance of Three-hundred eighty and seventy-two hundredths (380.72) feet; Thence N 89°58' 00"W for a distance of one hundred fifty-nine and seventy hundredths(159.70)feet;Thence N 0° 00' 00"W for a distance of three hundred seventy-six and one hundredths(376.01) feet;Thence N 33° 36' 33" E for a distance of eighty-three and thirty-one hundredths (83.31) feet to Todd Circle right of way,Thence along Todd Circle right of way on a radius of two hundred eighty(280) feet for a distance along the curve of two hundred five and thirty-seven hundredths(205.37) feet to the point of beginning; together with an undivided 22.63/100ths interest in Lot Four(4),Block Two(2),Riffel Addition#2; }r at ��? t , - - 1 _ , . ,T_ _. . — } ', ' G''s' ,t 1. •"1';',.. 11 `'.,le 11 ` _t' r ,' '- _ !' t iii a 1 ii '" ._,r 1 x-� 4, ; � t c` ' 4 + 541 .use ,e i i 4� qtr - ) � • ? -i' .� 1_,,?4 /1,, [rj) Y J 1 k... NK 1 EXHIBIT B DESCRIPTION OF PROJECT The Project consists of a hotel and attached convention center with a total square footage of approximately 75,000. The convention center will include approximately 11,400 square feet of meeting space, with additional square footage within the common and support areas of the convention center. The hotel will initially bear the Hilton flag and will be a Hilton Garden Inn property. The hotel plans call for 97 rooms in a 4-story facility. The property's footprint could allow a future expansion of the hotel,but no such expansion is contemplated at this time. The convention center and hotel will have fire sprinkler and suppression systems and shall be built to, or in excess of, City of Salina code. The convention center and hotel will be ADA accessible buildings intended for commercial use. In addition,parking lots, landscaping, lighting, infrastructure, sidewalks and supporting common areas consistent with development of the hotel and convention center will be constructed. The total Project cost is estimated to be$14,460,000.00. The Community Improvement District created pursuant to the OD Ordinance will generate sales tax revenue intended to reimburse the Developer's expenditures associated with the convention center portion of the Project, including but not limited to the expansion of the hotel spaces and facilities necessary to accommodate and support the convention center, architectural, engineering, surveying, legal and other professional fees. Salina-based architectural firm Jones-Gillam-Renz is the architect on the Project. General and subcontractors will be determined prior to and during the construction of the Project improvements. 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H -----.- 0 ..'-,, --- ,,.-... .• ..,.. .__ ....;.,_ ! • _ . 2 --ii CD i ; ...-,:. =`,,,1:-.-., o-- 7,/,,,„ymY 1 i -----n-,----- Pin w■ w, • d 11611 < &-• . 4-CL, li:f iliq ° j • 0 I . c, t ? -4,,, 0 ,- "9.vitl,, ii ''""IY,VV4r.,- INAAAWN7- _ • ----- - _- a, L-rici ,_• 0 U.G. 111 $ CC < ...8• 1 . •. • • • " • . • • .. . • • U1 1.• ■ I I L • EXHIBIT C DEVELOPER'S CID PETITION [See attached] Filed City Clerk's Office PETITION FOR THE CREATION OF THE S&B SOUTH NINTH COMMUNITY IMPROVEMENT DISTRICT To the City Commission("the Commission")of the City of Salina, Kansas ("the City"): The undersigned petitioner(s) ("Petitioner"), (I) being the owners/developers of record owning more than fifty-five percent (55%) by assessed value of the land area within the boundaries of the hereinafter described proposed community improvement district ("the District"), and (2) comprising more than fifty-five (55%) by land area of all owners of real property within the boundaries of the District, do hereby petition and request that the City create such District to fund all or part of the costs of services and improvements described herein and provided and made within the District under the authority of the Community Improvement District Act,K S.A. 12-6a26 et seq. ("the Act"). 1. Boundaries, Legal Description and Map of the District The legal description of the District is attached hereto as Exhibit A. A map of the boundaries of the District with accompanying tax parcel l.D. information is attached hereto as Exhibit B,confirming that the District is contiguous. The District is located entirely within the boundaries of the City. The entirety of the District, with the exception of City right-of-way, is owned by Petitioner. Name of District The proposed name of the District is the S&B South Ninth Community Improvement District. 3. Signatures May Not Be Withdrawn Notice has been provided to all signers of this petition that their signatures may not be withdrawn after the earlier of: (i) seven (7)days after the filing of this Petition with the City: or (ii)the date upon which the City Commission commences consideration of this Petition. 4. Nature of the Proposed Project and Description The general nature of the proposed project is to acquire and provide improvements and infrastructure to the property located within the District to be completed by the owner/developer, S&B Motels, Inc.("the Petitioner"). Proposed improvements include installation of landscaping, lighting, infrastructure and utilities; construction of sidewalks and ADA accessible buildings intended for commercial use, specifically including development of a full-service hotel initially bearing a franchise flag of Hilton Garden Inn and with an attached conference center containing public meeting space; installation of parking lots and methods of ingress and egress; all consistent with the development of commercial property within the authorized zoning for the property within the District. The total convention area is estimated to be 12,800 square feet.but increases in the size of the hotel to support the convention area space brings the convention area Page 1 of 4 impact closer to approximately 16,700 square feet. Architectural renderings of the improvements to he constructed in the District are attached as Exhibit C. 5. Estimated Cost of the Proposed Project Petitioner estimates the costs of the improvements to the District will total approximately Fourteen Million Four Hundred Sixty. Thousand Dollars ($14,460,000.00)("the total Project Cost"). That portion of the project to be funded through the creation of the proposed C1D shall total the lesser of Five Million Dollars ($5,000,000.00)or an amount equal to fifty percent(50%) of the estimated Total Project Cost. That portion of the project to be funded by the CID is based on the maximum estimated cost of constructing the convention center and convention center-related improvements, pursuant to City construction standards and including the cosi of said improvements, including but not limited to land costs, surveys,environmental reports,assessment studies,appraisals, landscaping, architecture, construction supervision, soil testing, fees and permits, attorney fees, taxes and insurance,brokerage and development fees associated with the improvements. A detailed breakdown of the estimated Total Project Costs and the portion of the 1 otal Project Costs estimated to be attributable to the convention center is attached hereto as Exhibit D and includes a letter from the project architect stating the architect's support for the apportionment of the costs attributable to the convention center. 6. Estimated Market and Assessed Value of Improvements Estimated market and assessed value of the real property and improvements after completion is $12,340,000; with an "as stabilized" value estimated to be $14,180,000 after construction has been completed and occupancy and cash flow have been achieved. These estimates are based upon an Appraisal Report prepared May 1, 2015 by Valbridge Property Advisors/Shaner Appraisals, Inc. The report can be made available for review by City staff if required. 7. Estimated Timeline for Construction Construction will commence as soon as possible upon approval of the proposed District. Time is of the essence for Petitioner. Estimated completion is expected to be no more than fourteen(14)months after approval of the proposed District. 8. Proposed Method of Financing the Project - Sales Tax; Financial Impact The proposed District project will be financed on a pay-as-you-go basis payable by private financing secured by the Petitioner and reimbursed from revenues received from the imposition of a two percent (2%) community improvement district sales tax on the selling of tangible personal property through retail means or rendering or furnishing of taxable services pursuant to the provisions of the Kansas Retailer's Sales Tax Act within the proposed District. Given Petitioner's contribution of property and securing of private financing to fund the portion Page 2 DI 4 of the project not related to Inc convention center, Petitioner's financial participation exceeds 25% of the Total Project Cost. Petitioner is the sole current landowner to be financially impacted by the approval of the District. But for the proposed CID funding,Petitioner would not undertake the proposed project with convention center component. 4. Service Costs Proposed for CID Funding Petitioner does not seek provision of service costs for services as defined in Article IV Subparagraph B. of the City's Community Improvement District Policy. 10. Agreement to Pay Out-of-Pocket Costs Petitioner hereby agrees to pay all out of pockets costs incurred by the City related to the City's review of this Petition, including but not limited to the City's cost of legal counsel and financial advisors necessary to evaluate the Petition. Pursuant to the City's CID Policy. Petitioner has submitted a nonrefundable fee of Two Thousand Five Hundred Dollars ($2,500.00) in conjunction with this Petition. In addition, Petitioner shall agree to enter into a Funding Agreement with the City to provide for the further deposit of the sum of Five Thousand Dollars ($5,000.00) in a separate. segregated "Advanced Funds Account" of the City to be utilized for the City's payment or reimbursement of City costs and expenses and legal and other third-party professional fees and expenses incurred by the City in connection with evaluating Petitioner's CID application. 11. Request for Establishment By execution and submission of this Petition, the Petitioner respectfully requests that the Commission establish the S&B South Ninth Community Improvement District as set forth in this Petition. Remainder Intentionally Blank Page 3uf4 IN WITNESS WHEREOF, the undersigned Petitioner has executed the above and foregoing Petition to create a Community Improvement District as follows: Name of Owncr S&B Motels, Inc. Owner's Telephone: 316-522-3864 Owner's Mailing Address: c/o Stanley Weilert 400 N.Woodlawn, Suite 205 Wichita, KS 67208 Name of Signer: Stanley Weilert Signer's Legal Authority: Authorized Representative and President of the Corporation Signer's Telephone: 316-522-3864 Signer's Mailing Address: SAME AS ABOVE Type of Entity: Domestic for-profit corporation Map and Parcel No.: See Attached Map By executing this Petition, the undersigned represents and warrants that he is legally authorized to execute this Petition on behalf of the property owner identified above. The undersigned acknowledges that it has been given notice that its signature below may not be withdrawn later than seven(7)days after the filing of this Petition with the City Clerk. S&B Motels,Inc. By; ( LAJ Stanley lent,Authorized Representative STATE OF KANSAS ) ) ss CITY OF -S /GA BE IT REMEMBERED, that on this "kday of_ �! , 2015, before me, the undersigned, a Notary Public in and for the City and State aforesaid, came Stanley Weilert, authorized representative of S&B Motels, Inc.., who executed this instrument on behalf of said limited liability company and such person duly acknowledged the execution of the same to be the act and deed of said limited liability company. IN WITNESS WHEREOF. I have hereunto set my hand and affixed my official seal the day and year last above written. NOTARY PUBLIC My Commission Expires: //PM_ STACIA SHEETS gja Noun P c-State Of Kra. My Appt Expires Jarwaty ID.2012 "age 4of4 EXHIBIT A Legal Description of District A TRACT OF LAM)LOCAIED IN LOTS I AND 2 OF BLOCK 2,AND THE TODD CIRCLE RIGHT OF WAY OF RIFFEL ADDITION #2 TO T11F CITY OF SALINA,SALINE COUNTY,KANSAS,AND IN LOTS 1,2,3,AND 4 OF BLOCK I,AND THE RIFFEL DRIVE RIGHT OF WAY OF RIFFEL ADDITION TO THE CITY OF SAUNA.SALINE COUNTY,KANSAS,AND IN THE NORTHEAST 1/4 OF SECTION 2,TOWNSHIP 15 SOUTH,RANGE 3 WEST OF THE 6T11 P.M.,IN SALINE COUNTY,KANSAS AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1,BLOCK 2,OF SAID RIFFEL ADDITION*2; THENCE ON AN ASSUMED BEARING OF NORT H 89°58'00"WEST ON THE SOUTH LINE OF BLOCK 2 OF SAID RIFFEL ADDITION*2.A DISTANCE OF 568.80 FEET; THENCE NORTH 0°00'CO'EAST,A DISTANCE OF 376.01 FEET; THENCE NORTH 33°36'33'EASE A DISTANCE OF 83.31 FEET TO THE SOI.ITII LINE OF SAID TODD CIRCLE RIGHT OF WAY; THENCE NORTH 42'01'27 EAST,A DISTANCE OF 60.0] FEET TO THE SOUTH LINE OF BLOCK 1,OF SAID RIFFEL ADDITION *2; THENCE ON SAID SOUTH UNE ON A CURVE TO THE LEFT WITH A CHORD BEARING OF SOUTH 68°59'16'EAST,AND CHORD DISTANCE OF 157.77 FEET,AND A RADIUS OF 220.00 FEET.AND AN ARC LENGTH OF 161.36 FEET; THENCE NORTH 90°00'00'EAST ON SAID SOUTH UNE,A DISTANCE OF 187.22 FEET; THENCE NORTH 00'00'00'EAST ON SAID SOUTH LINE,A DISTANCE OF 5.00 FEET; THENCE NORTH 90°00'00'EAST,A DISTANCE OF 150.00 FEET TO THE SOUTHEAST CORNER OF BLOCK 1 OF SAIL)RIFFEL ADDITION#2; THENCE NORTH 0°15'33 EAST ON THE EAST LINE OF SAID RIFFEL ADDITION*2,A DISTANCE OF 744.81 FEET TO THE NORTHEAST CORNER OF SAID RIFFEL ADDITION 02; THENCE NORTH 1'11'55'EAST,A DISTANCE OF 444.27 FEET TO THE EXTENDED NORTH LINE OF LOT 7,BLOCK 1,OF SAID RIFFEL ADDITION; THENCE SOUTH 89'54'39'WEST ON THE NORTH LINE AND EXTENSIONS THEREOF OF SAID LOT 7,A DISTANCE OF 411.32 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE CONTINUING ON THE BOUNDARY OF BLOCK 1,OF SAID RIFFEL ADDITION,ON A CURVE TO THE RIGHT WITH A CHORD BEARING OF NORTH 46°21'02'WEST,A CHORD DISTANCE OF 248.89 FEET,A RADIUS OF 180.00 FEET,AND AN ARC LENGTH OF 274.82 FEET,TO THE SOUTHEAST CORNER OF LOT 4,BLOCK 1,OF SAID RIFFEL ADDITION; THENCE NORTH 82°24'31"WFS[ON THE SOUTH LINE OF SAID LOT 4,A DISTANCE OF 256.25 FEET TO THE SOUTHWEST CORNER OF SAID LOT 4; THENCE NORTH 7°35'29"EAST ON THE WEST LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 55.64 FEET; THENCE NORTH 14°53'36'EAST ON THE WEST LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 258.23 FEET; THENCE NORTH 19°18 55'EAST ON THE WEST LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 466.77 FEET TO THE NORTHWEST CORNER OF SAID RIFFEL ADDITION; THENCE NORTH 80°01'55"EAST ON THE NORTH LINE OF SAID RIFFEL ADDrf1ON,A DISTANCE OF 77.14 FEET; THENCE SOUTH 89'47'47' EAST ON THE NORTH LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 192.80 FEET TO THE NORTHEAST CORNER OF LOT I,BLOCK I,OF SAID RIFFEL ADDITION; THENCE SOUTH 0"12'13'WEST ON THE EAST LINE OF LOT 1,BLOCK 1,OF SAID RIFFEL ADDITION,A DISTANCE OF 61.00 FEET; THENCE SOUTH 89"4T 4T EAST,A DISTANCE OF 63.43 FEET TO THE NORTHWEST CORNER OF LOT 1,BLOCK 2.OF SA II) RIFFEL ADDITION; THENCE SOUTH 19'20 08°WEST ON THE WEST LINE OF BLOCK 2,OF SAID RIFFEL ADDITION,A DISTANCE OF 723.37 FEET TO A CURVE TO THE LEFT; THENCE ON THE BLOCK LINE OF BLOCK 2,OF SAID RIFFEL ADDITION ON A CURVE TO THE LEFT WITH A CHORD BEARING OF SOUTH 35°22'39 EAST,A CHORD DISTANCE OF 195.90 FEET',A RADIUS OF 120.00 FEET,AND AN ARC LENGTH OF 229.18 FEET; THENCE NORTH 89'54'39°EAST ON THE SOUTH LINE AND EXTENSIONS THEREOF OF BLOCK 2 OF SAID RIFFEL ADDITION,A DISTANCE OF 468.21 FEET TO THE EAST LINE OF SAID NORTHEAST 1/4; THENCE SOUTH 0'11'03'WEST ON THE EAST LINE OF SAID NORTHEAST 1/4,A DISTANCE OF 360.01 FEET TO THE EAST QUARTER CORNER OF SAID NORTHEAST 1/4; THENCE SOUTH 0°19'14"WEST ON THE EAST LINE OF SAID NORTHEAST 1/4,A DISTANCE OF 959.43 FEET; THENCE NORTH 89°40'46"WEST,A DISTANCE OF 63.25 FEET TO THE NORTHEAST CORNER OF LOT 1,BLOCK 2.OF SAID RIFFEL ADDITION#2; THENCE SOUTH 0'15'34'WEST ON THE EAST LINE OF LOT 1,BLOCK 2 OF SAID RIFFEL ADDITION*2,A DISTANCE OF 368.74 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINS 14.53 ACRES MORE OR LESS. EXHIBIT B Map of District Boundaries Tract#1 (future Hilton Garden Inn) Parcel#: 31008 Tract#2(current Hampton Inn) Parcel #: 28464 Trace#3 (current Courtyard by Marriott) Parcel#: 28465 - 1 . EXHIBIT B Schilling Road 1 . Map of District Boundaries .. Ar.Pt i•• . 1 •r / -4.., 0 0 L. V) • ....,44i ,,, 4....:, , Lr) 1■4 ..1:' :: c4 Y../ rn .•:,....4,43 1/44.) I .•,e,4J ..\, • \ •• -4..., ; 41" a .{.... b • • • (1.) 4..., (1) L.. ,..•' •4•J C l.r- -- .:. “......4.-. - - , , . . . CX° , . 1 1 . . , . . . 1 - - • r - . .." .„,,..4: ,... .... ...„..z .( M11&7 ,,?.la EXHIBIT B map a mulct so•Nowin P'o . 1 EXHIBIT C Architectural Renderings a. . . sl or KW III_ Q. It , 1--- is rt , ,. , or i! t k , .. ,r, . a 0 ,, . . , . ., . Cifas . . I..—. 0 4 ', r 1', .i ' i6 i III !kW,- g C. jr-1 P r-- I ,r_R i % M i 4..'. 4 ismill..-..(: - t'�IJ # .. ., R w 1 �1'i i I. . 11°1:11j1111111111'.. iiiiiii: 1111 is F F . I '1',. 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'' \ ' i\"Igii. . /7. n. r �I /7. r': �I s1 v t i lf;;;1' { rt Y NI:'_,.'., 'y .-:Ji 2. ``ter • „ may' _ r_, EXHIBIT D Estimated Casts S&B MOTELS,INC. 7/23/2015 HILTON GARDEN INN-SALINA,KS ESTIMATED CONSTRUCTION COSTS A B HOTEL CONVENTION TOTAL ITEM DESCRIPTION OF WORK SCHEDULED SCHEDULED SCHEDULED NO. VALUE VALUE VALUE 7/23/2015 7/23/2015 7/23/2015 1 Acoustical Tile/Suspended Ceiling $ 35,670.28 $ 20,029.72 $ 55,700.00 2 Architect,Engineering&Surveying 194,041.20 108,958.80 303,000.00 3 Superintendent/Foreman 86,454.00 48,546.00 135,000.00 4 Building Permits/Permit Class A License 22,625.33 12,704.67 35,330.00 5 Change Orders&Miscellaneous Approx.3.5-4% 324,140.00 25,860.00 350,000.00 6 Interior Designer 20,492.80 11,507.20 32,000.00 7 Caulking/Labor 6,404.00 3,596.00 10,000.00 8 Concrete Fnd,Floor,Flat Work,Curb,Guttrg,Trnsfr Pad,LP Base 625,670.80 351,329.20 977,000.00 9 Construction Interest&Points 248,475.20 139,524.80 388,000.00 10 Domestic Utility(Water,Sewer,Storm,Fire) 94,138.80 52,861.20 147,000.00 11 Doors all,Windows all,Locks all,&Room Locks all 426,044.67 239,234.33 665,279.00 12 EIFS/Veneer Stone 252,448.88 141,756.12 394,205.00 13A Electrical all 580,926.69 326,204.31 907,131.00 13C Electrical/WIFI 19,212.00 10,788.00 30,000.00 14 Elevators-Boesen 178,955.00 - 178,955,00 15 Excavation 121,547.92 68,252.08 189,800.00 16 Fence 6,404.00 3,596.00 10,000.00 17 Final Clean Up in GC - 18 Finish Carpentry,Millwork&Mat'l(FD,rm desk,pub sp) 126,902.30 71,258.70 198,161.00 19 Fire Extinguisher 3,522.20 1,977.80 5,500.00 20 Fire Place in GC - - - 21A Fire Sprinklers/Alarms/Ansul System - - - 218 Fire Sprinklers _ _136,594.12 76,700.88 213,295.00 21C Fire Alarms System/Wiring&Labor 44,828.00 25,172.00 70,000.00 21E Fire/Ansul System in Kitchen Equipment - 22 Flag Pole 3,035.50 1,704.50 4,740.00 23 Floor Covering,Vinyl/Tile/Carpet(see FF&E) - .. - 24 Framing/Material 567,492.00 162,508.00 730 000.00 25 Franchise Fees 48,030.00 26,970.00 75,000.00 26 Furniture,Fixtures&Equipment 1,727,892.06 970,252.94 2,698,145.00 27 General Conditions 365,796.94 107,983.06 473,780.00 288 Quartz Tops/Bathrooms Vanities 40,536.04 22,761.96 63,298.00 28D Cultured Marble Tub Surrounds-Mincey 26,212.21 14,718.79 40,931.00 29 Gyperete 107,375.00 - 107,375.00 30A HVAC 512,320.00 287,680.00 800,000.00 308 HVAC Dectron 48,000.00 - 48,000.00 31 Ice Machines(6 machines) 17,290.80 9,709.20 27,000.00 32 Insulation 82,785.15 46,485.85 129,271.00 33 Kitchen Equipment/FRP Panels&Installation 214,133.75 120,241.25 334,375.00 34 Land(Norm Rifle!) 660,000.00 440,000.00 1,100,000.00 35 Landscaping/Sprinklers 86,631.39 48,645.61 135,277.00 36 Laundry Chute 15,285.00 - 15,285.00 37 Light Pole Bases(see Concrete) - - - 38 Lightning Protectors 5,763.60 3,236.40 9,000.00 39 Lot Striping 2,062.09 1,157.91 3,220.00 40 Masonry 32,020.00 17,980.00 50,000.00 41 Operable Partitions - 117,140.00 117,140.00 42 Paint&Wallpaper/Labor 124,020.50 69,640.50 193,661.00 43 Plumbing 374,190.00 100,810.00 475,000.00 44 Roof&Materials/Sheet Metal/Membrane 138,678.62 77,871.38 216,550.00 45 Security Cameras 22,414.00 12,586.00 35,000.00 46 Steel Fabrication&Erection 135,605.16 241,494.84 377,100.00 47 Sheet Rock-all Material/Soundboard/Drywall&all Labor 313,640.38 176,116.62 489,757.00 48 Signs-Building 43,339.07 24,335.93 67,675.00 48 Signs-Building Labor 9,721.91 5,459.09 15,181.00 49 Signs-Interior 11,709.07 6,574.93 18,284.00 50 Storage Shelving in GC - - - 51 Sundries Center(ind'd in kitchen equipment) - - - 52 Swimming Pool&Spa,Sauna 81,000.00 81,000.00 53 Technical/Audio/Video Equipment - 96,932.00 96,932.00 54 Termite Treatment 5,763.60 3,236.40 9,000.00 55 Toilet Accessories in Hardware bid 13,544.46 7,605.54 21,150.00 56 Transformer Pad(transfer cost to Concrete) - - - 57 Trash Enclosure 9,606.00 5,394.00 15,000.00 58 Miscellaneous-Builder Risk($10 mill) 27,703.70 15,556.30 43,260.00 59 Surveying 9,132.10 5,127.90 14,260.00 60 Miscellaneous-Erosion Control 3,458.16 1,941.84 5,400.00 61 Miscellaneous-Hand Rails&Railings 18,313.52 10,283.48 28,597.00 TOTAL PROJECT $ 9,460,000.00 $ 5,000,000.00 $ 14,460,000.00 Arcl,ileeture Interior Design Graphic Design �ocilit)Planning July 28.2015 Jason Gage,City Manage' Michael D.Schrage,Deputy City Manager City of Salina 300 1V Ash-Room 202 Salina KS 67401 RE! Hilton Garden Inn Salina Kansas JGR 13-2612 JefGillam Dear Mr.Gage and Mr.Schrager JocA Gr21am Regarding the I lilton Garden Inn,proposed for Salina,KS,the ONnU has received construction bids and the total project is coming it at approx. 14.46 million. I have reviewed the bids and have evaluated Alert Regu. the construction costs.specifically to evaluate the cost split of the convention portion of the total project costs. Based or this information we see the convention portion,which includes all the increases to the Charles Rex support areas,to be 4.9 million. A!hough the convention area is 12.800 s.f.,the core of the motel was increased.to support these spaces end functions,including an enlarged kitchen with additional kiu:hen equipment,more public rcstrooms, increased dining,increased bar 6:lounge,larger maintenance areas,and larger mccthanteal and electrical systems and support arras. Bringing the convention area impact to be closer to 16,700 s.f. The convention area has an increased volume and structure with over 20'-0"ceiling heights,supporting HVAC,Electrical,Audio Visual,and large movable walls,all cf which suppon the estimated construction cost for this portion of the project. In addition to the convention square footage,systems, equipment and support arta increases,included is site related items such as additional land costs at approx.0.5 million and associated site infrastructure and utilities.additional fire lines,storm i sewer, electrical,and parking. Please do not hesitate to contact me with questions or concerns. Thank you! Sincerely, JONES G11.LAM RENZ ARCHITECTS Jeffrey S.Gillam.Architect :hf �..�.__. Cc.stank)weran S t H Witch.tnc.100 N Wwdta.,Svc 20S Wichita FS 67208 MI 1- MINIM LIS MOM= �^ JDN65 OILL*M.at N2 730 At Meth(674O1j P G.Box 292E Salina,£5 67402.2928 (785)82 r-0356 Pea(7831827-0392 EXHIBIT D LEGAL DESCRIPTION AND DEPICTION OF THE DISTRICT 'See attached] Legal Description of District A TRACT OF LAND LOCATED IN LOTS 1 AND 2 OF BLOCK 2,AND THE TODD HIGIT1 OE 7, AY THE RIFFEL DRIVE ADDITION 02 TO THE CITY OF SAUNA,SALINE COUNTY,KANSAS,AND IN LOTS 1,2,. AND 4 OF OF ECTION 2,TOWNSHIP 15DSOUTH,RANGE 3 WEST EST OF THE 6TI 1 P.T.:.,INOSALINE COUNTY,KANSAS AND MORE NORTHEAST I/4 PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1,BLOCK 2,OF SAID RIFFEL ADDITION 02 THENCE ON AN ASSUMED BEARING OF NORTH 89'58'00'WEST ON THE SOUTH LINE OF MOCK 2 OF SAID RIFFEL ADDITION 02,A DISTANCE OF 568.80 FEET; THENCE NORTH 0°00'00'EAST,A DISTANCE OF 376 01 FEET; THENCE NORTH 33°36'33'EAST,A DISTANCE OF 83 31 FEET TO THE SOUTH LINE OF SAID TODD CIRCLE RIGHT OF WAY, THENCE NORTH 47°01'27'EAST,A DISTANCE OF 60,01 FEET TO THE SOUTH LINE OF BLOCK 1,OF SAID RIFFEL ADDITION 02; THENCE ON SAID SOUTH LINE ON A CURVE TO THE LEFT WITH A CHORD BEARING OF SOUTH 68°59'36'EAST,AND A CHORD DISTANCE OF 157.77 FEET,AND A RADIUS OF 220.00 FEET,AND AN ARC LENGTH OF 161.36 FEET; THENCE NORTH 90'00 00"EAST ON SAID SOUTH LINE,A DISTANCE OF 187.22 FEET; TIIENCE NORTH 00"00 00'EAST ON SAID SOUTH UNE,A DISTANCE OF 5.00 FEET; THENCE NORTH 90°CO 00'EAST,A DISTANCE OF 150.00 FEET'TO THE SOUTHEAST CORNER OF BLOCK 1 OF SAID RIFFII. ADDITION#2; THENCE NORTH 0°15'33"EAST ON THE EAST LINE OF SAID RIFFEI.ADDITION 02,A DISTANCE OF 744.81 FEET TO THE NORTHEAST CORNER OF SAID RIFFEL ADDITION 02; THENCE NORTH 1°11'55'EAST,A DISTANCE OF 444.27 FEET TO THE EXTENDED NORTH LINE OF LOT 7,BLOCK 1,OF SAID RIFFEL ADDITION; THENCE SOUTH 89'54'39'WEST ON THE NORTH LINE AND EXTENSIONS T HEREOF OF SAID LOT 7,A DISTANCE OF 411.3 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE CONTINUING ON TIDE BOUNDARY OF BLOCK 1,OF SAID RIFFEL ADDITION,ON A CURVE TO THE RIGHT WITH A CHORD BEARING OF NORTH 46°21'02"WEST,A CHORD DISTANCE OF 248.89 FEET,A RADIUS OF 180.00 FEET,AND AN ARC LENGTH OF 274.82 FEET,TO THE SOUTHEAST CORNER OF LOT 4,BLOCK 1,OF SAID RIFFEL ADDITION; THENCE NORTH 82°24'31'WEST ON THE SOUTI I LINE OF SAID LOT 4,A DISTANCE OF 256.25 FEET TO THE SOUTHWEST CORNER OF SAID LOT 4; THENCE NORTH 7°35'29' EAST ON THE WEST LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 55.64 FEET; THENCE NORTH 14°53'36"EAST ON THE WEST LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 258.23 FEET; THENCE NORTH 19'18'55'EAST ON THE WEST LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 466.77 FEET TO THE NORTHWEST CORNER OF SAID RIFFEL ADDITION; THENCE NORTH 80°01'55°EAST ON THE NORTH LINE OF SAID RIFFEL ADDITION,A DISTANCE OF 77.14 FEET; THENCE SOUTH 89°47 47'EAST ON THE NORTH LINE OF SAID RJFFEI ADDITION,A DISTANCE OF 192.80 FEET TO THE NORTHEAST CORNER OF LOT 1,BLOCK 1,OF SAID RIFFEL ADDITION; THENCE SOUTH Cr 12'13"WEST ON THE EAST LINE OF LOT 1,BLOCK 1,OF SAID RIFFEL ADDITION,A DISTANCE OF 61.00 FEET; THENCE SOUTH 89°47 47"EAST,A DISTANCE OF 63.43 FEET TO THE NORTHWEST CORNER OF LOT 1,BLOCK 2,OF SAID RIFFEL.ADDITION; THENCE SOUTH 19°20'08"WEST ON THE WEST LINE OF BLOCK 2,OF SAID RIFFEL ADDITION,A DISTANCE OF 723.37 FEET TO A CURVE TO THE LEFT; THENCE ON THE BLOCK LINE OF BLOCK 2,OF SAID RIFFEL ADDITION ON A CURVE TO THE LEFT WITH A CHORD BEARING OF SOUTH 35°22'39'EAST,A CHORD DISTANCE OF 195.90 FEET,A RADIUS OF 120.00 FEET,AND AN ARC LENGTH OF 229.18 FEET; THENCE NORTH 89'54'39'EAST ON THE SOUTH LINE AND EXTENSIONS THEREOF OF RI DCK 2 OF SAID RIFFEL ADDITION,A DISTANCE OF 468.21 FEET TO THE EAST LINE OF SAID NORTHEAST 1/4; THENCE SOUTH 0°11`03'WEST ON THE EAST LINE OF SAID NORTHEAST 1/4,A DISTANCE OF 360.01 FEET 10 THE EAST QUARTER CORNER OF SAID NORTHEAST 1/4; THENCE SOLTI 1 0°19'14"WEST ON THE EAST UNE OF SAID NORTHEAST 1/4,A DISTANCE OF 959.43 FEET; THENCE NORTH 89°40 46'WEST,A DISTANCE OF 63.25 FEET TO THE NORTHEAST CORNER OF LOT 1,BLOCK 2,OF SAID RIFFEL ADDITION 02; THENCE SOUTH Cr 15'34"WEST ON THE EAST LINE OF LOT 1,BLOCK 2.OF SAID RIFFEL ADDITION 02,A DISTANCE OF 368.74 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINS 14.53 ACRES MORE OR LESS. Map of District Boundaries Tract*1 (future Hilton Garden Inn) Parcel#: 31008 Tract#2 (current Hampton Inn) Parcel #:28464 Trace#3 (current Courtyard by Marriott) Parcel #: 28465 I Schilling Road Mop of District Boundaries ''" ' ;. q)•• • • • ; C.• O •• a V014 Aria S'' S.uhti s4lat- MAp al DU t•'rt B ..tea S.. EXHIBIT E FORM OF CERTIFICATE OF EXPENDITURES Pursuant to Section 3.02 of the Agreement, the City shall, within thirty (30) days following delivery of this Certificate, review the information contained herein, together with all supporting documentation, to determine whether the costs and expenses are eligible for reimbursement from the CID Sales Tax Fund. The undersigned, S & B Motels, Inc., a Kansas for profit corporation (the "Developer"), pursuant to that certain Community Improvement District Development Agreement dated as of , 2015, between the City of Salina, Kansas (the "City") and the Developer(the "Agreement"), hereby certifies to the City as follows: 1. The Developer has incurred and paid "costs," as defined in the Act, in the amount of (S - - - ), in connection with the construction of the Project. 2. These costs and expenses are less than or equal to the CID Cap set forth in the Agreement. 3. 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 a Developer Event of Default under the Agreement. 4. All of the Developer's representations set forth in the Agreement remain true and correct as of the date of this Certificate. 5. The Developer will submit to the City upon request, such bills, contracts, invoices, lien waivers, and other documentation as the City shall reasonably require for purposes of reviewing and approving this Certificate of Expenditures and verifying that the costs and expenses have been paid and qualify as CID Improvement Costs. 6. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of 20 S &B MOTELS,INC. By: Stanley R Weilert, President STATE OF KANSAS,COUNTY OF SALINE, SS: This instrument was signed, sworn to, and acknowledged before me on 20_ , by Stanley R. Weilert, as President of S & B Motels, Inc., a Kansas corporation. Notary Public ACCEPTED: CITY OF SALINA,KANSAS By: Jason A. Gage,City Manager 28 EXHIBIT F FORM OF CERTIFICATE OF FULL COMPLETION Pursuant to Section 2.08 of the Agreement, the City shall, within ten (10)days following delivery of this Certificate, carry out such inspections as it deems necessary to verify to its reasonable satisfaction the accuracy of the certifications contained in this Certificate. CERTIFICATE OF FULL COMPLETION The undersigned, S & B Motels, Inc., a Kansas for profit corporation (the "Developer"), pursuant to that certain Community Improvement District Development Agreement dated as of , 2015, 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 the Project has been completed in accordance with the Agreement. 2. The work related to the Project has been completed in a workmanlike manner and in accordance with the Plans. 3. Lien waivers for applicable portions of the Project have been obtained, or, to the extent that a good faith dispute exists with respect to the payment of any construction cost with respect to the Project, Developer has provided the City with a bond or other security reasonably acceptable to the City. 4. This Certificate of Full 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 and full completion of the Project. 5. The City's acceptance of this Certificate shall evidence the satisfaction of the Developer's obligations and covenants to construct and complete the Project. 6. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. [SIGNATURE PAGE FOLLOWS] LN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of . 20 . S& B MOTELS,INC. By. Stanley R.Wei lert,President STATE OF KANSAS,COUNTY OF SALINE, SS: This instrument was signed, sworn to; and acknowledged before me on , 20 , by Stanley R. Weilert, as President of S & B Motels, Inc., a Kansas corporation. Notary Public ACCEPTED: CITY OF SALINA,KANSAS By: Jason A. Gage,City Manager 30