Prepayment Agreement
PREP A YMENT AGREEMENT
FOR PUBLIC IMPROVEMENTS
GOLDEN EAGLE EST A TES NO. FOUR (PHASES I & II)
This Developer Constructed Public Improvements Agreement ("Agreement") is
entered into this 12th day of December, 2005, by and between the City of Salina, Kansas
(the "City") and Golden Eagle Estates, LTD ("Developer").
Recitals
A. Developer petitioned for and on December 12, 2005, the governing body
adopted Resolution Number 05-6229 finding the advisability and authorizing
construction pursuant to K.S.A. 12-6a04(a), et seq. of street and drainage improvements
in Golden Eagle Estates Addition and Golden Eagle Estates Addition No.4 to the City of
Salina, Kansas (the "Project").
B. The benefit district for the Project includes what has been identified and
described in the Preliminary Engineering Estimate and Feasibility Report for the Project
as "Unplatted Tract No. I."
C. Unplatted Tract No.1 is currently owned by Golden Eagle Estates, LTD
and occupied by an electrical substation facility pursuant to a written and recorded
easement.
D. For the reason that Unplatted Tract No.1 is unlikely to permanently
develop in the foreseeable future, Developer has agreed to prepay the actual amount of
the special assessments to be levied against Unplatted Tract No.1 (estimated to be
$46,215.32) during the prepayment period to be established pursuant to K.S.A. 12-6al0.
THE PARTIES, therefore, agree and covenant as follows:
1. Prepayment of Special Assessments. Developer agrees to prepay in full
the special assessments levied against Unplatted Tract No.1 as a result of the special
assessment financing of the Project during the prepayment period established when the
governing body levies the special assessments against all of the lots benefiting from the
Project.
2. Security. Developer agrees that its letter of credit required by City policy
and running to the benefit of the City for the purpose of securing payment of all special
assessments levied against those lots benefited by the Project (the "Letter of Credit")
shall expressly state that it extends to Developer's obligation to prepay in full the special
assessments levied against Unplatted Tract No.1. In the event of Developers failure to
fully prepay the special assessments as provided in Paragraph I above, the City reserves
the right to either make demand against the letter of credit or otherwise pursue collection
of the obligation as a debt of the Developer.
3. Attorneys' Fees and Litigation Expenses. Should either party have to
resort to legal action to enforce the terms of this Agreement, the prevailing party shall be
entitle to costs, including reasonable attorneys' fees and expert witness fees, from the
opposing party.
4. Assignment. Developer shall not assign any rights under this Agreement
without the prior written consent of the City.
5. Kansas Law Applies. This Agreement and its validity, construction and
performance shall be governed by the laws of Kansas. This Agreement shall be interpreted
according to its fair meaning, and not in favor of or against any party.
6. Severability. The unenforceability, invalidity, or illegality of any provision
of this Contract shall not render the other provisions unenforceable, invalid, or illegal.
7. Time. Time is of the essence of this Agreement. No extension will be
granted unless in writing and signed by the parties. Should the end of a time period fall on a
legal holiday, that termination time shall extend to 5:00 p.m. ofthe next full business day.
8. Persons Bound-Copies. This Agreement shall extend to and bind the heirs,
executors, administrators, trustees, successors and assigns of the parties hereto, and may be
executed in any number of counterparts, each of which shall be deemed an original, or in
multiple originals, and all such counterparts or originals shall for all purposes constitute one
agreement.
9. Notices. All notices and demands shall be given in writing either by
personal delivery or by certified mail, postage prepaid, and return receipt requested. Notice
shall be considered given when received on date appearing on the return receipt, but if the
receipt is not returned within five (5) days, then forty-eight (48) hours after deposit in the
mail. 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
P.O. Box 736
Salina, KS 67402-0736
DEVELOPER:
Golden Eagle Estates, L TD
721 East Neal Ave.
Salina, KS 67401
10. Typewritten or Handwritten Provisions. Typewritten or handwritten
provisions inserted or attached shall supersede all conflicting printed provisions.
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11. Merger Clause. These terms are intended by the parties as a complete,
conclusive and final expression of all the conditions oftheir Agreement. No other promises,
statements, warranties, agreements or understandings, oral or written, made before or at the
signing thereof, shall be binding unless in writing and signed by all parties and attached
hereto. Any amendment to this Contract, including an oral modification supported by new
consideration, must be reduced to writing and signed by both parties before it will be
effective.
Executed effective the day and year first stated above by the duly authorized
representatives ofthe parties.
CITY °f¡¡;t ~s
By: z/l/¡L Att/!11)
Deborah Divine, Mayor
ATTES~
By: ~
Lieu Ann Elsey, CMC, Ity Clerk
By:
GLE ESTATES, LTD.
~~æ;
ATTEST: ~
._~
By: C" / / / ,'~p
Tim Ho . son, Vice President
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