Second Amendment to Wheat State Project SECOND AMENDMENT TO WHEAT STATE HOSPITALITY TRANSFEREE
AGREEMENT
THIS SECOND AMENDMENT TO TRANSFEREE AGREEMENT (this "Second
Amendment") is effective as of July 18, 2022 (the "Effective Date"), between and among the
City of Salina, Kansas, a municipal corporation duly organized under the laws of the State of
Kansas ("City"), Salina 2020, Inc., a Kansas corporation("Master Developer") and Wheat State
Hospitality, Inc., a Kansas corporation ("Transferee").
WHEREAS, City, Master Developer, and Transferee entered into that certain Transferee
Agreement effective as of May 17, 2021 (the "Original Agreement"), whereby City, Master
Developer, and Transferee agreed to certain rights and obligations related to the Wheat State
project as more particularly described in the Original Agreement; and
WHEREAS, pursuant to the Original Agreement, City and Transferee agreed that
Transferee shall complete construction of the Wheat State project by September 1, 2021; and
WHEREAS, due to delays in commencement of the Wheat State project and upon further
review of the project scope and timeline, City,Master Developer, and Transferee agreed to modify
the project completion date to May31, 2022, as described in the FIRST AMENDMENT; and
WHERAS, costs and delays continue to increase due to supply chain difficulties and
inflation.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises and
agreements set forth herein and other good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, City, Master Developer, and Transferee agree as
follows:
1. Incorporation and Definitions. This Second Amendment incorporates all of the
terms and conditions from the Original Agreement and the First Amendment to the extent they are
not amended, modified, or superseded by this Amendment. Capitalized terms in this Amendment
shall have the meanings ascribed to those terms in the Original Agreement unless otherwise
defined herein or the context otherwise dictates.
2. Section 7.a of the Original Agreement is hereby deleted in its entirety and replaced
as follows:
Conditions Precedent to Access Public Finance Proceeds. Prior to access to
Public Finance Proceeds for purposes of partially financing the Transferee
Project and the right to submit a Certification of Expenditures for
reimbursement for Eligible Transferee Costs (as defined below) through
Public Finance Proceeds pursuant to the provisions of the Development
Agreement, Transferee must have obtained a Certificate of Completion for
the Transferee Project as defined in Section 3.07 of the Development
Agreement (the "Public Finance Access Condition"). Following
Transferee's satisfaction of the Public Finance Access Condition, City and
Master Developer will provide Transferee access to CID Proceeds up to a
maximum of$811,625 from the New Retail Improvements CID Fund (the
"Public Financing Cap"). The calculation of the Public Financing Cap is
inclusive of both Eligible Transferee Costs in the maximum principal
amount of$516,250.00 expended through development and completion of
the Transferee Project (the "Principal Cap") and a straight-line calculation
of amortized interest at a rate of 5% per annum on all Eligible Transferee
Costs.
3. Section 7.e of the Original Agreement is hereby deleted in its entirety and replaced
as follows:
Public Finance Proceeds Annual Allotment. Pursuant to the terms of that
certain Supplemental Agreement, Transferee's Public Finance Proceeds
Annual Allotment from the New Retail Improvements CID Fund is$42,717
of CID Proceeds. Such Public Finance Proceeds Annual Allotment shall
only be reimbursed to the Transferee in accordance with the terms of this
Agreement, the Development Agreement, and the Supplemental
Agreement. For purposes of clarification, in no event shall interest accrue
upon certified Eligible Transferee Costs, and in event of a shortfall in CID
Proceeds available to fund Transferee's Public Finance Proceeds Annual
Allotment in any given year of the Term no interest shall be added to or
compound upon any deficit in funding Transferee's Public Finance
Proceeds Annual Allotment in such year.
4. Section 7.f of the Original Agreement is hereby deleted in its entirety and replaced
as follows:
(i) Reimbursement Amount to the Transferee. In addition to the foregoing
conditions applicable to the disbursement of CID Proceeds to the
Transferee,the CID Proceeds available to Transferee for reimbursement
of the Principal Cap portion of the Public Financing Cap shall not
exceed thirty-five percent (35%) of the amount of the actual costs
expended by Transferee to develop the Transferee Project ("Total
Project Costs"). The remainder of all Total Project Costs, in an amount
no less than sixty-five percent (65%) of such Total Project Costs, shall
be paid by Transferee through a combination of private debt and equity
(the "Private Contribution"). In other words, there shall not be more
than thirty-five percent (35%) of Total Project Costs paid with CID
Proceeds, exclusive of interest to be paid on the Principal Cap portion
of the Public Financing Cap (the "Public Finance Limitation").
(ii) The Certification of Expenditures submitted by Transferee shall include
evidence of payment for Total Project Costs paid with the Private
Contribution in an amount which is no less than thirty-five percent
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(35%) of the Total Project Costs incurred at the time of such
Certification of Expenditures in order to satisfy the Public Finance
Limitation. In the event that the ratio of the Principal Cap portion of the
Public Financing Cap and the Total Project Costs certified in the
Certification of Expenditures exceeds the Public Finance Limitation,
Transferee's Public Financing Cap shall be reduced pro rata so that the
ratio of such amended Public Financing Cap to Total Project Costs
equals the Public Finance Limitation. The reduction to Transferee's
total Public Financing Cap pursuant to this paragraph shall not alter
Transferee's Public Finance Proceeds Annual Allotment.
5. Ratification. Except as modified by this Amendment and prior Amendments and
notwithstanding anything to the contrary in the Original Agreement,the parties ratify all the terms
and conditions set forth in the Original Agreement and acknowledge that the Original Agreement
is in full force and effect, there are no existing defaults thereunder, and the Original Agreement is
binding on the parties thereto.
IN WITNESS WHEREOF,the City, Master Developer and Transferee have duly executed
this Agreement pursuant to all requisite authorizations as of the date first above written.
CITY:
CITY OF SALINA, KANSAS
Michael L. Hoppock, ay
[SEAL] i',
ATTEST:
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ktf, , 4 ILi GgDe ut Cit Cler
APPRO D : ' 0 FORM:
Le r.1 Counsel
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STATE OF KANSAS, COUNTY OF SALINE, ss:
„, This Second Amendment to Transferee Agreement was acknowledged before me on the
021�" day of August, 2023 by Michael L. Hoppock as Mayor of the City of Salina, Kansas, and
Nikki Goding, Deputy City Clerk for the City of Salina, Kansas.
My appointment expires:
GLORIA HUTl HENS til�l
Notary Pub •Slate of Una
otary Public
my .0 Alit C-\oc \4LA,-}clA°Ins
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IN WITNESS WHEREOF,the City, Master Developer and Transferee have duly executed
this Agreement pursuant to all requisite authorizations as of the date first above written.
MASTER DEVELOPER:
SALINA 2020,INC.,
a Kansas corporation
By:
Trace Walker, Secretary/Treasurer
STATE OF KANSAS, COUNTY OF SALINE, ss:
This r euonu An :idme t on TrA..Jf.re': Agreement Was acknowledged hPfpre me on the e
G241day of July, 2022, by Trace Walker, as Secretary/Treasurer of Salina 2020, Inc., a Kansas
corporation.
My appointment expires:
TINA BENDA Cot___
Notary P° -State of Kansas Notary Public
My Appt. Expires VZ,$'/Z(•
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IN WITNESS WHEREOF,the City, Master Developer and Transferee have duly executed
this Agreement pursuant to all requisite authorizations as of the date first above written.
TRANSFEREE:
WHEAT STATE HOSPITALITY, INC.,
a Kansas corporation
By: ` / .//
Wesl . Blake,Presi ent
STATE OF KANSAS, COUNTY OF SALINE, ss:
This Second Amendment to Transferze Agreement was acknowledged before me on the
�d 7 day of July,2022,by Wesley E. Blake,as President of Wheat State Hospitality,Inc.,a Kansas
culpu atiuii.
My appointment expires: 67,/62.14/ 7
SONIA CALDERON dl
Notary Public-State of Kansas Notary Public
My Appt. Expires OL/QZ h -7
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