Notice of Special Assessments - Improvement District Development Agreement - Petition 4401 - Wheatland DevelopmentFINANCE DEPARTMENT
JoVonna A. Rutherford
City Clerk
300 West Ash · P.O. Box 736
Salina, Kansas 67402-0736
I llllllll llll lllll Ill II I Ill ll lll lllll lllll llll 1111111111 111111111111111111111111
,.,_,--·;~·· REBECCA SEEMAN
(~~:~;·:;;~-~~\REGISTER OF DEEDS SALINE COUNTY KANSAS
\:t .. ;;;;,/-)Book:1398 Page: 781-800
... :,~·~·-·;":'::,/Receipt#: 136527 fl .I Recording Fee: $344.00 "'~·--~ Pages Recorded: 20vv
Date Recorded: 8/5/2021 10:24:23 AM
City of
~
Salina
TELEPHONE · (785) 309-5735
FAX · (785) 309-5738
jovonna.rutherford@salina.org
WEBSITE · www.salina-ks.gov
NOTICE OF FUTURE SPECIAL ASSESSMENTS
I HEREBY declare that deferred or future special assessments are associated with properties
described in the attached Petition No. 4401 and the attached Improvement District Development
Agreement.
Dated this 22nd day of July, 2021.
STATE OF KANSAS, COUNTY OF SALINE, ss :
ON THIS 22nd day of July, 2021 , before me a Notary Public in and for said state, personally
appeared Jo Vonna A. Rutherford, City Clerk for the City of Salina, known to me to be the person
who executed the above Notice of Future Special Assessments and acknowledged to me that she
executed the same for the purposes therein stated on behalf of the City of Salina.
ASHLEY RUSSELL
My Awoinlmeot Expires
August 30, 2022
Notary Publik°Ashley Russell
My appointment expires: ~:J-B °' [),Cf):)_
PETITION 4401
City Clerk's Office
Filed
TO THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Book l 'O'f f Page 1 g a,
We, the undersigned, owners of record of property located within the City of Salina, Kansas
(the "City") and being the owners of 100% of the area liable for assessment set forth below,
do hereby respectively request that the Governing Body of the City create and designate an
improvement district for the purpose of making certain improvements in the manner
provided by K.S.A. 12-6a01, et seq.
1. The general nature of the proposed improvements are as follows:
The curb, gutter, pavement, and grading for approximately 765
lineal feet of Rosebud Lane, 7 65 lineal feet of Wheatland Valley
Drive, 177 lineal feet of Wildflower Lane, and 158 lineal feet of
Wheatland Circle (the "Street Improvements") and
The installation of approximately 1260 lineal feet of a 10 feet
wide multi-use path along the east side of Markley Road,
adjacent to the Wheatland Valley Addition (the "Trail
Improvements").
The installation of approximately 1,605 lineal feet of storm
sewer pipe, inlets, manholes and all appurtenances thereto (the
"Storm Drainage Improvements").
The installation of approximately 161 lineal feet of six-inch
water main, 2,273 lineal feet of eight-inch water main, fire
hydrants, valves, fittings, service connections for water lines and
all appurtenances thereto (the "Water System Improvements").
The installation of approximately 1,502 lineal feet of eight-inch
sanitary sewer main, service connections for sewer lines,
manholes, and all appurtenances thereto (the "Sanitary Sewer
Improvements").
The installation of approximately 408 lineal feet of eight-inch
sanitary sewer main, manholes, and all appurtenances thereto
(the "Sanitary Sewer Line A' Improvements").
The installation of a detention basin and all appurtenances
thereto (the "Detention Basin").
(collectively, the "Improvements").
2. The estimated or probable cost of the Improvements is:
One million four hundred eleven thousand eight hundred sixty-
eight dollars and six cents ($1,411,868.06).
1
Boole 1398 Page: 783
3. The extent of the proposed improvement district to be assessed is:
I I · Block 1, L~ts 1 through 12; Block 2, Lots 1 through 5; Block 3, Lots 1
through 14; Block 5, Lots 1 through 9;"Block 6,"'Lots 1 through 37, all in
Wheatland Valley Addition to the City of Salina, Saline County, Kansas.
(collectively, the "Improvement District").
4. The proposed method of assessment shall be:
The costs of the Street Improvements, Water System Improvements and
Sanitary Sewer Improvements shall be assessed on an equal per-lot basis
only to the following lots in the Improvement District (29 lots):
Block 1, Lots 10-12
Block 2, Lots 1-5
Block 3, Lots 1-10
Block 6, Lots 6-16
The Costs of the Sanitary Sewer Line A' Improvements, the Storm
Drainage Improvements, the Detention Basin and the Trail
Improvements shall be assessed on an equal per-lot basis to all lots in
the Improvement District within the Improvement District (77 lots).
5. The proposed apportionment of cost between the Improvement District and the City
at Large is:
One hundred percent (100%) of the total cost of the Street, Storm
Drainage, Water System, Sanitary Sewer Improvements, Sanitary Sewer
Line A', Trail Improvements, and the Detention Basin shall be assessed
to the Improvement District as set forth above.
Fifty percent (50%) of the total cost of the Trail Improvements shall be
assessed to the Improvement District and fifty percent to the City at
Large.
The signers of this Petition hereby request that the Improvements be made without
notice and hearing as required by K.S.A. 12-6a04(a).
NAMES MAY NOT BE WITHDRAWN FROM THE PETITION BY THE SIGNERS
THEREOF AFTER THE GOVERNING BODY COMMENCES CONSIDERATION OF
THE PETITION OR LATER THAN SEVEN (7) DAYS AFTER FILING OF THE
PETITION WITH THE CITY CLERK, WHICHEVER OCCURS FffiST.
Each signer of this Petition certifies1, under oath, that:
1 These certifications are only required to be made by petitioners for special assessment financing in new
developments.
2
. .~ Boole 1398 Page: 784
(a) The petitioner and its principals do not have a financial interest in any real estate
located in the city which is subject to delinquent special assessments or ad
valorem taxes as of the date of the petition;
(b) The petitioner and its principals do not have a financial interest in any real estate
located in the State of Kansas on which special assessments or ad valorem taxes
were delinquent for a period of more than one year during the five-year period
immediately preceding the date of the petition;
(c) The petitioner and its principals are not in breach of any outstanding contractual
obligations owed to the city as of the date of the petition; and
( d) The petitioner and its principals have not been convicted of a felony financial
crime, including but not limited to fraud or embezzlement, during the five-year
period immediately preceding the date of the petition.
WHEATLAND DEVELOPMENT CO. INC.
Danny
LEGAL DESCRIP N OF PROPERTY OWNED WITHIN THE PROPOSED
IMPROVEMENT DISTRICT:
Block 1, Lots 1through12; Block 2, Lots 1 through 5; Block 3, Lots 1 through 14; Block 5, Lots
1 through 9; Block 6, Lots 1 through 3 7, all in Wheatland Valley Addition to the City of Salina,
Saline County, Kansas.
STATE OF KANSAS )
)
SALINE COUNTY )
I, the undersigned Notary Public, hereby certify that the signature appearing above
is genuine and that this document was signed before me on this L.{ day of
,ju:of , 2021, ~ '/ ~ OJiny fl. ba..r"'~, th~s 1dA,,J-1 w~ea:HCU\d Jio:./~•"'ef1.t0:>. ,--:Uc.
• N ALLISON HAMM
otary Public -State of Kansas
My Appl Expires /0-25-2 4
My appointment expires:
f0-7..S-7-.Y
~~ Notary Public < --bl-/a..mm
3
Boole 1398 Page: 785
IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT
by and between the
CITY OF SALINA, KANSAS
and
WHEATLAND DEVELOPMENT CO. INC.
DATED AS OF JUNE 14, 2021
Boole 1398 Page: 786
IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT
This Improvement District Development Agreement (the "Agreement") dated as of June 14,
2021, by and between the City of Salina, Kansas (the "City"), and Wheatland Development Co. Inc., a
Kansas corporation (the "Developer").
WHEREAS, on June 9, 2021, the Developer filed with the City Clerk Petition No. 4401 (the
"Petition"), pursuant to K.S.A. 12-6a01 et seq. (the "Act"); and
WHEREAS, the Petition requests that the City create the Improvement District, construct the
Improvements, assess the costs thereof against the Improvement District (all as defined in the Petition), and
issue the City's general obligation bonds to finance the costs of the Improvements; and
WHEREAS, the City has prepared the Preliminary Engineering and Feasibility Report (the
"Feasibility Report") related to the Improvements; and
WHEREAS, the Developer desires to construct the Improvements and provide financing for the costs
of the Improvements until such time as the City issues general obligation bonds to permanently finance the
costs of the Improvements, all subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City and the Developer hereby agree as follows:
1. Constructing the Improvements.
A. Construction. The Developer shall design, construct and install, at its own expense, the
Improvements described in the Petition, subject to reimbursement by the City as provided
in Paragraph 3 below. The design, construction and installation of the Improvements shall
be in accordance with all applicable laws including the City Code, and the Developer shall
obtain or shall cause to be obtained all licenses, permits or other approvals required by any
governmental authorities to complete the Improvements.
B. Timing. The Developer shall begin work on the Improvements promptly after execution
of this Agreement and satisfaction of the Developer's obligations under Paragraphs 4
(surety bonds) and 5 .D (contractor warranties) of this Agreement, but no contract shall be
let and construction shall not commence until after Resolution No. 21-7964 (creating
the Improvement District and authorizing the Improvements, the "Advisability
Resolution") is published in the Salina Journal. All work on the Improvements must be
performed with reasonable diligence and work may not cease for more than fifteen (15)
consecutive days.
If construction of the Improvements has not commenced within 180 days of execution
of this Agreement, the City may terminate this Agreement and repeal the Advisability
Resolution, and the City shall have no obligation to construct the Improvements or
reimburse the Developer for any costs or expenses whatsoever, including but not
limited to any costs related to the Improvements and/or costs of negotiating this
Agreement.
Boole 1398 Page: 787
2. Certifying Completion of the Improvements
A. Upon the completion of the Improvements, the Developer shall submit to the City a request
for reimbursement, accompanied by copies of all paid invoices for the Improvements, in
accordance with Exhibit A. The Developer also shall furnish all records, contracts, bills
and other documents relating to the Improvements and the Developer's financing of the
costs thereof, that the City reasonably requests in order to verify the amount to be
reimbursed pursuant to this Agreement. Further, Developer shall provide to the City
adequate documentation that all contractors, engineers or other parties that have provided
goods or services for the Improvements have been paid in full by the Developer.
B. After receiving the foregoing information, the City will arrange for final inspection of the
Improvements. If the Improvements have been completed in substantial compliance with
the Advisability Resolution, the City shall certify completion of the Improvements and
issue a Certificate of Completion in accordance with Exhibit B. The City shall review all
invoices and other requested documentation, inspect the Improvements and either (i) issue
to the Developer a Certificate of Completion or (ii) provide to Developer a list of additional
required documentation, within 30 days after the Developer submits a request for
reimbursement.
· 3. Reimbursement.
A. The City shall reimburse the Developer for the Developer's actual cost of the
Improvements, as submitted pursuant to Paragraph 2 of this Agreement. The Developer
shall also be reimbursed for interest expense related to financing the costs of the
Improvements only to the extent that the Developer has obtained financing from an
unrelated third party, and then the Developer shall only be reimbursed for such financing
costs as are paid by the Developer to the unrelated third party.
B. The maximum total amount of reimbursement to the Developer under this agreement
shall be $1,297,573.82. The Parties agree that the costs shown in the Petition and
Feasibility Report are an estimate only, and reimbursement shall be based on the actual
expenses incurred by the Developer and verified by the City pursuant to Paragraph 2 of
this Agreement; except that, in no event shall the Developer be entitled to reimbursement
in excess of the amount shown in this paragraph.
C. The City shall not issue any reimbursement payment until all of the following actions have
occurred:
(i) the Certificate of Completion has been issued in accordance with Paragraph 2 of
this Agreement;
(ii) an ordinance levying assessments pursuant to the Petition, the Advisability
Resolution and the Act has been approved by the City Commission;
(iii) the City has issued its general obligation bonds to permanently finance the costs
of the Improvements; and
(iv) the Developer has furnished to the City a Financial Guarantee equal to 20% of the
total cost of the Improvements to be assessed against the Improvement District.
a. For purposes of this paragraph, the term "Financial Guarantee" means: (1)
cash; (2) escrow account with a financial institution, funded with securities
2
Book: 1398 Page: 788
held in trust for the City's benefit, all as approved at the discretion of the City;
(3) irrevocable letter of credit from a financial institution approved at the
discretion of the City; or (4) surety bond, approved at the discretion of the City
as to form, execution and surety.
b. The Financial Guarantee shall remain in full force and effect until certificates
of occupancy for principal buildings are issued for at least 35% of the
properties (by lot) within the Improvement District.
c. If any special assessment imposed pursuant to the terms of the ordinance
levying assessments is not paid when due on property within the Improvement
District, the Financial Guarantee will be applied on July 1 of each year to
satisfy the principal, interest and any additional costs or penalties prompted by
delinquent payment of such special assessments. Notwithstanding the
foregoing, however, the Financial Guarantee shall not be applied in connection
with a delinquent payment of a special assessment on property that has been
sold by the Developer in a commercially reasonable, arms-length transaction
and conveyed to, and is owned by, a person or entity unaffiliated with the
Developer.
d. Notwithstanding the provisions of Section 9 of Resolution 18-7556 (the City's
current policy for financing public improvements through the use of
Improvement Districts under the Act), the Developer shall not be obligated to
provide the Financial Guarantee prior to receipt of the Certificate of
Completion delivered by the City pursuant to Paragraph 2 of this
Agreement. The Developer shall be obligated to provide the Financial
Guarantee prior to the date when the City begins marketing its general
obligation bonds to permanently finance the costs of the Improvements and
reimburse the Developer for the costs thereof.
D. The Developer hereby acknowledges that the following actions are required after the
Certificate of Completion is issued and before proceeds of the City's general obligation
bonds are available to reimburse the Developer:
a. City prepares final feasibility study showing final costs of the Improvements
and allocation of assessments to each property within the Improvement
District;
b. City Commission adopts resolution or otherwise provides for the calling of a
public hearing on the levy of assessments;
c. Notice of public hearing on the levy of assessments is published in the local
paper and mailed to all property owners within the Improvement District;
d. City Commission holds public hearing on the levy of assessments and
considers on first reading the ordinance levying assessments;
e. City Commission has second reading and approves ordinance levying
assessments;
f. Ordinance levying assessments is published in local paper;
g. Property owners within the Improvement District are given 30 days to prepay
assessments;
h. Amount of general obligation bond financing is determined by City (equal to
total costs of Improvements less any prepayments);
1. City works with Financial Advisor and Bond Counsel to begin marketing
general obligation bonds to investors;
j. City holds bond sale; Commission approves sale of bonds to best bidder;
3
Book: 1398 Page: 789
k. City works with financing team on various closing matters;
l. City certifies assessment, together with interest, to County for property tax
bills;
m. City closes bond issue; receives funds to reimburse the Developer.
The Developer further acknowledges that the City typically issues general obligation bonds
in April of each year. In order for the City to complete all of the above-referenced steps to
include financing for the Improvements in a particular year's bond issuance, the Developer
must submit the documentation required by Paragraph 2 of this Agreement in sufficient
time to permit the City to issue a Certificate of Completion by March 1. If a Certificate of
Completion is not issued by January 1, then reimbursement will not occur until the
following year's regularly-scheduled general obligation bond issue. The Developer is
solely responsible for paying any additional financing costs incurred by the Developer as
a result of any delay in the issuance of general obligation bonds for the Improvements, if
such financing costs, together with the actual project costs, exceed the maximum
reimbursement set forth in Paragraph 3(A) of this Agreement.
E. The City will use its. best efforts to issue general obligation bonds in April of each year. If
the City's issuance of general obligation bonds to permanently finance the Improvements
is prevented, hindered or delayed for any reason, the Developer is solely responsible for
carrying the costs of the Improvements. The City shall have no obligation to reimburse the
Developer unless and until the City issues general obligation bonds for the purpose of
financing the Improvements.
4. Payment Bonds.
A. Prior to the commencement of work on the Improvements, the Developer shall obtain from
its contractor(s) statutory public works bond(s) required by K.S.A. 60-1111 ("Payment
Bond"), as follows:
(i) [reserved]
(ii) A statutory payment bond running to the state of Kansas, conditioned that the
contractor as principal shall pay all indebtedness incurred for labor, supplies,
equipment, and materials furnished in making the Improvements called for by the
contract documents.
B. The bond shall be in an amount at least equal to the contract price for the Improvements.
The form of bond shall be subject to approval by the City. The bond shall be executed by
such sureties as are authorized to conduct business in the state of Kansas. All bonds signed
by an agent must be accompanied by a certified copy of the agent's authority to act. The
Developer or its contractor shall file a Payment Bond with the Clerk of the Saline County
District Court in accordance with K.S.A. 60-1111 (b) and deliver a file-stamped copy to the
City Clerk. The premiums for such bonds shall constitute costs chargeable to the
Improvement District. The Developer shall indemnify the City and its officers and
employees for any damage resulting from failure of the Developer to provide the bonds
required by this subsection.
5. Contractor's Warranty to City.
4
Boole 1398 Page: 790
A. If within two years after final acceptance of the Improvements as a whole (as indicated on
the Certificate of Completion provided pursuant to Paragraph 2.B ofthis Agreement), any
Improvements are found to be defective, the Developer's contractor for such Improvements
shall promptly, without cost to the City and in accordance with the City's written
instructions:
(i) Correct such defective Improvements; or
(ii) If the defective Improvements have been rejected by the City, remove and replace
them with Improvements that are not defective; and satisfactorily correct or repair,
or remove and replace, any damage to other Improvements or other land or areas
resulting therefrom.
B . If the Developer's contractor does not promptly comply with the terms of the City's written
instructions, or in an emergency where delay would cause serious risk of loss or damage,
the City may have the defective Improvements corrected or repaired or may have the
rejected Improvements removed and replaced. All claims, costs, losses, and damages
(including but not limited to all fees and charges of engineers, architects, attorneys, and
other professionals and all court costs) arising out of or relating to such correction or repair
or such removal and replacement (including but not limited to all costs of repair or
replacement of work of others) will be paid by the Developer's contractor.
C. Where defective Improvements (and damage to other Improvements resulting therefrom)
has been corrected or removed and replaced under this paragraph, the warranty period
hereunder with respect to such Improvements will be extended for an additional period of
two years after such correction or removal and replacement has been satisfactorily
completed.
D. Prior to the commencement of work on the Improvements, the Developer's contractor(s)
constructing the Improvements shall expressly acknowledge and agree in writing to
undertake and perform the warranty obligations set forth in this Paragraph 5 as they apply
to such contractor's portion(s) of the Improvements. Each contractor shall expressly
acknowledge and agree, in its contract with the Developer, that the City (i) is an express
third-party beneficiary of the contractor's warranty, (ii) shall be entitled to the rights and
benefits thereunder, and (iii) may enforce the provisions thereof as if it were a party thereto.
The form of the Developer's contract(s) shall be subject to approval by the City.
E. Prior to the date when the City begins marketing its general obligation bonds to
permanently finance the costs of the Improvements and reimburse the Developer for the
costs thereof, the Developer shall provide a warranty and maintenance bond to the City.
The bond shall be in an amount equal to the total cost of the Improvements. The form of
bond shall be subject to approval by the City. The bond shall be executed by such sureties
as are authorized to conduct business in the state of Kansas. All bonds signed by an agent
must be accompanied by a certified copy of the agent's authority to act. Notwithstanding
the City's receipt of warranty and maintenance bond, the Developer shall remain fully
responsible for all warranty and maintenance obligations set forth in this Paragraph 5.
F. The obligations under this paragraph are in addition to any other obligation or warranty,
and shall not be construed as a substitute for, or a waiver of, the provisions of any
applicable statute of limitations or repose.
5
Boole 1398 Page: 791
6. Waiver. THE DEVELOPER HEREBY AGREES TO WAIVE ANY RIGHTS THAT IT
MAY HAVE PURSUANT TO KANSAS STATUTES, THE KANSAS CONSTITUTION,
THE UNITED STATES CONSTITUTION, OR AS OTHERWISE PROVIDED BY LAW
TO OBJECT TO ANY SPECIAL ASSESSMENTS REQUESTED IN THE PETITION AND
IMPOSED PURSUANT TO THE ACT. The Developer acknowledges and agrees that this
waiver is freely given and with full knowledge of the extent of all statutory, constitutional or other
legal rights being waived thereby, and is given in consideration of the City forming the
Improvement District and assisting in providing for the financing and construction of the
Improvements.
7. Citv Expenses; Deposit. The Developer shall be responsible for the payment of all non-City
employee legal, financial and planning consultants for direct out-of-pocket expenses and other
reasonable costs resulting from services rendered to the City to review, evaluate, process and
consider the Petition and this Agreement (the "City Expenses"). Before this Agreement becomes
effective, the Developer shall deposit with the City the sum of $2,500 to pay the City Expenses.
If such deposit is insufficient to pay all City Expenses, the Developer shall pay all additional City
Expenses within 10 days after presentation of an invoice from the City. The City shall return any
unused funds to the Developer on the date when the City reimburses the Developer pursuant to
Paragraph 3 of this Agreement.
8. Indemnity.
A. General Indemnity. The Developer shall indemnify, release, defend, be responsible for and
forever hold harmless the City, its officers, agents, employees, elected officials, and
attorneys, each in their official and individual capacities, from and against all lawsuits,
suits, actions, costs, claims, demands, damages, disability, losses, expenses, including
reasonable attorney's fees and other defense costs or liabilities of any character and from
any cause whatsoever, brought because of bodily injury or death received or sustained, or
loss or damage received or sustained, by any person, persons, or property arising out of or
resulting from any act, error, omission, or intentional act of the Developer or its agents,
employees, or subcontractors in connection with the design, construction, installation and
maintenance of the Improvements.
B. No Limitations or Waiver. The indemnity required hereunder shall not be limited by reason
of any insurance coverage provided by the Developer as required by this Agreement. The
City does not, and shall not, waive any rights against the Developer which it may have by
reason of this indemnification. This indemnification by the Developer shall not be limited
by reason of whether or not the Developer's insurance policies shall have been determined
to be applicable to any such damages or claims for damages.
C. Use of Independent Contractors. The fact that the Developer carries out any activities
connected with the Improvements under this Agreement through independent contractors
shall not constitute an avoidance of, or defense to, the Developer's duty of defense and
indemnification under this section.
9. Insurance.
A. . Types and Amount of Coverage. During construction of the Improvements, the Developer
agrees to obtain insurance coverage as specified in Exhibit C attached hereto and shall not
6
Boole 1398 Page: 792
make any material modification or change from these specifications without the prior
approval of the City. If the Developer subcontracts any of its obligations under this
Agreement, the Developer shall require each such subcontractor to obtain insurance
coverage as specified in Exhibit C. Failure of the Developer or its subcontractors to comply
with these requirements shall not be construed as a waiver of these requirements or
provisions and shall not relieve the Developer of liability.
B. Rating. All insurance policies shall be issued by insurance companies rated no less than A-
VII in the most recent "Bests" insurance guide and admitted in the State of Kansas. Except
as otherwise specified in Exhibit C, all such policies shall be in such form and contain such
provisions as are generally considered standard for the type of insurance involved.
C. Certificate of Insurance. The parties acknowledge that the Developer has provided the City
with a certificate of insurance listing the City as the Certificate Holder and evidencing
compliance with the insurance requirements in this Agreement. The City reserves the right
to require complete certified copies of all insurance policies procured by the Developer
pursuant to this Agreement, including any and all endorsements affecting the coverage
required hereunder.
10. Default and Termination. The Developer shall be in default of this Agreement if the Developer
fails to comply with any obligations set forth in this Agreement. This Agreement may be
terminated at the option of the City if written notice of event of default has been delivered to the
Developer by the City and the Developer has not cured such default or is not actively pursuing such
cure within thirty (30) days after such notice is delivered.
11. Retention and Inspection of Records.
A. Retention. The Developer shall maintain complete, accurate, and clearly identifiable
records with respect to the Improvement Costs and any other documents created pursuant
to, or arising under, this Agreement, including, but not limited to, all general contractor's
sworn statements, general contracts, subcontracts, material purchase orders, waivers of
lien, and paid receipts and invoices (collectively, the "Records"). The Records shall be
maintained during the term of this Agreement, and for a period of five (5) years after final
acceptance of the Improvements as a whole (as indicated on the Certificate of Completion
provided pursuant to Paragraph 2.B of this Agreement) (the "Retention Period"); provided,
however, that if any litigation, claim or audit is commenced prior to the expiration of the
Retention Period, then the Retention Period shall be extended until all litigation, claims or
audit findings have been completely terminated or resolved, without right of further appeal.
B. Inspection. During the Retention Period, the Developer shall allow a representative of the
City, with reasonable advance notice and during normal business hours, to examine, audit,
and make transcripts or copies of the Records. Notwithstanding the foregoing, during the
last three (3) calendar years of the Retention Period (plus any extension pursuant to
Paragraph 11.A above), the City shall only be entitled to inspect the Records if the City
reasonably determines, based on a post-project review or audit of the Improvements or the
City's then-available records relating to the Improvements, that the City may have paid the
Developer for work not properly rendered, or reimbursed the Developer for costs or
expenses not allowed under the terms of this Agreement (a "Determination). The City's
right to inspect Records following a Determination shall be limited to the extent necessary
to confirm the accuracy of the Determination, or the facts giving rise thereto.
7
Book: 1398 Page: 793
12. Restrictions on the Sale of Lots. The Developer shall not sell any property within the
Improvement District prior to the receipt of the Certificate of Completion delivered by the City
pursuant to Paragraph 2 of this Agreement.
13. General Provisions.
A. No waiver of any provision of this Agreement will be deemed or constitute a waiver of any
other provision, nor will it be deemed or constitute a continuing waiver unless expressly
provided for by a written amendment to this Agreement signed by both the City and the
Developer; nor will the waiver of any defect under this Agreement be deemed a waiver of
any subsequent default or defaults of the same type. The City's failure to exercise any right
under this Agreement, will not constitute the approval of any wrongful act by the Developer
or the acceptance of any Improvements.
B. The parties to this Agreement may amend or modify this Agreement only by written
instrument duly executed by the parties hereto.
C. No person or entity who or which is not a party to this Agreement will have any right of
action under this Agreement.
D. This Agreement constitutes the entire Agreement between the parties, and no statements,
promises, or inducements that are not contained in this Agreement will be binding on the
parties. This Agreement may not be assigned to any other parties without the prior written
consent of the City.
E. If any part, term, or provision of this Agreement is held by a court to be illegal or otherwise
unenforceable, such illegality or unenforceability will not affect the validity of any other
part, term, or provision, and the rights of the parties will be construed as of the part, term,
or provision was never part of this Agreement.
F. The City may file a copy of this Agreement in the office of the Register of Deeds for Saline
County, Kansas.
G. Nothing contained in this Agreement constitutes a waiver of the City's sovereign immunity
under any applicable state law.
H. This Agreement shall be construed in accordance with and governed by the laws of the
State of Kansas.
IN WITNESS WHEREOF, the parties hereunto have executed this Agreement this 14th day of
June, 2021.
(Seal)
ATTEST:
8
STATE OF KANSAS
COUNTY OF SALINE
)
) SS.
)
Boole 1398 Page: 794
On ::tLJrie. d, 20<Af, before me, the undersigned, a Notary Public in and for said state, personally
appeared Jovonna A. Rutherford and Michael D. Schrage, proved to me on the basis of satisfactory evidence
to be the persons whose names are subscribed to the within instrument as City Manager and City Clerk,
respectively, of the CITY OF SALINA, KANSAS, and acknowledged to me that they executed the same in
their authorized capacities, and that by their signatures on the instrument the entity upon behalf of which the
persons act~d, executed the instrument.
WITNESS my hand and official seal.
~ • CYNTHIA S. WOLFF ~ Notary Public • State of Kansas
My Appt. Expires / 0-?-J..O~:l.
My commission expires:
9
Boole 1398 Page: 795
IN WITNESS WHEREOF, the parties hereunto have executed this Agreement this 14th day of
June, 2021.
STATE OF \?cw{> a<;
COUNTY OF SQ,\\'{'.e,
)
) SS.
)
Wheatland Development Co. Inc.
a Kansas ~oration
::e• Dann%~2
Title: President
On J\):(\ e. '2. 'i. , 20~ before me, the undersigned, a Notary Public in and for said state, personally
appeared ~~Y''fi\.A \=\. \')~\e.W} , proved to me on the basis of satisfactory evidence to be the persons whose
names are subscriBed to the w thin instrument as president, of Wheatland Development Co. Inc., and
acknowledged to me that he/she executed the same in his/her authorized capacity, and that by he/her signature
on the instrument the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
t§\ • ALLISON HAMM ~ Notary Public -State of Kansas
My Appl. Expires 10-1.<)...z,4
My commission expires:
10
Boole 1398 Page: 796
EXHIBITA
FORM OF REIMBURSEMENT REQUEST
TO: City of Salina, Kansas
Attention: City Manager
Re: Wheatland Valley Improvement District
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Improvement District Development Agreement dated as of June 14, 2021 (the "Agreement") between the
City and the Developer.
In connection with the Agreement, the undersigned hereby states and certifies that:
1. Each item listed on Schedule 1 hereto is cost that was incurred in connection with the
construction of the Improvements after June 14, 2021, and is an eligible cost pursuant to the Petition, the
Advisability Resolution and the Act. Attached hereto are invoices and other supporting documentation
showing proof that each cost listed in Schedule 1 was actually incurred by the Developer and is an eligible
cost pursuant to the Petition, the Advisability Resolution and the Act.
2. There has not been filed with or served upon the Developer any notice of any lien, right of
lien or attachment upon or claim affecting the right of any person, firm or corporation to receive payment
of the amounts stated in this request, except to the extent any such lien is being contested in good faith.
3. The Improvements have been completed in a workmanlike manner and in accordance with
all construction plans approved by the City. All necessary permits and approvals required for the work for
which this certificate relates were issued and were in full force and effect at the time such work was being
performed.
4. The Developer is not in default or breach of any term or condition of the Agreement, and
no event has occurred and no condition exists which constitutes an event of default under the Agreement.
Dated this 14th day of June, 2021.
WHEATLAND DEVELOPMENT CO. INC.,
Kansas corporation
By:
Name:
Title:
A-1
Boole 1398 Page: 797
IJ~ -.-Approved for Payment this J:I2_:_. 'day of 1..J \, 14 e.. ,202=l_:
By:
Title: W' ~)A¢[2
A-2
Boole 1398 Page: 798
EXHIBITB
FORM OF CERTIFICATE OF COMPLETION
The undersigned, WHEATLAND VALLEY DEVELOPMENT CO INC., a KANSAS .
CORPORATION (the "Developer"), pursuant to that certain Improvement District Development Agreement
dated as of _, 20_, between the CITY OF SALINA, KANSAS (the "City") and the
Developer (the "Agreement"), hereby certifies to the City as follows:
1. That as of , 20_, the construction of all Improvements (as such term is defined
in the Agreement) have been completed in accordance with the Petition, the Advisability Resolution and the
Agreement.
2. This Certificate of Completion is being issued by the Developer to the City in accordance with
the Agreement to evidence the Developer's satisfaction of all obligations and covenants with respect to the
construction of the Improvements.
3. At the Developer's request, the City shall record this Certificate with the Saline County
Recorder of Deeds, as evidence that the Developer has satisfied all agreements and covenants to construct the
Improvements pursuant to the Agreement.
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this __ day of
----·' 20 __ .
CITY OF SALINA, KANSAS
By: _____________ _
Name: ~------------
Title: -------------
(Insert Notary Form and Legal Description if Certificate to be Recorded)
B-1
Boole 1398 Page: 799
EXHIBITC
INSURANCE REQum.EMENTS
Pursuant to Paragraph 9 of the Agreement, the Developer shall obtain, pay for, and maintain -and shall
require each of its authorized contractors and subcontractors to obtain and maintain -for the duration of the
Agreement, policies of insurance meeting the following requirements:
I . General Requirements.
A. Additional Insured. With the exception of any workers' compensation policies to be obtained
by the Developer hereunder, all policies shall name the City of Salina ("City"), its agents, representatives,
officers, officials, and employees as additional insured(s). Insurance for the additional insured shall extend to
Products/Completed Operations and be as broad as the insurance for the named insured, including defense
expense coverage, and, with respect to the commercial general liability policy required hereunder, shall be
endorsed to apply as primary and non-contributory insurance before any other insurance or self-insurance,
including any deductible, maintained by, or provided to, the additional insured(s).
B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of
subrogation in favor of the City, its agents, representatives, officers, officials, and employees.
C. Claims Made Policies. If coverage is written on a claims-made basis for any of the policies
required by this Agreement, the Developer must maintain the coverage for a minimum of two (2) years from
the date of final completion of all work under the Agreement.
D. Premium and Deductible Expenses. The Developer shall be responsible for all premiums and
retention or deductible expense for any and all policies required by this Agreement.
2. Specific Coverage Requirements.
A. Commercial General Liability ("CGL"). The Developer shall maintain CGL coverage written
on ISO Occurrence form CGOO 01 or an industry equivalent and shall cover liability arising from Personal
Injury, Bodily Injury, Property Damage, Premises and Operations, Products and Completed Operations,
Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not be less than
the following:
• Each occurrence
• General aggregate
• Personal and Advertising Liability
$1,000,000
$2,000,00Q
$1 ,000,000
The policy shall contain an endorsement that modifies the general aggregate to apply separately to each project.
The Developer shall maintain the Products and Completed Operations liability coverage for a period of at least
two (2) years after completion of all work under the Agreement.
B. Business Automobile Liability ("BAL"). The Developer shall maintain BAL coverage written
on ISO form CA 00 0 I or an industry equivalent. Coverage shall be applicable to all autos and other vehicles
subject to compulsory auto liability laws that are owned, hired, rented or used by the Developer and include
automobiles not owned by but used on behalf of the Developer. The BAL policy limits shall not be less than
the following:
C-1
Boole 1398 Page: 800
• Combined single limit $1 ,000,000
C. Workers' Comoensation/Emolover's Liabilitv. The Developer shall maintain workers'
compensation and employer's liability coverage with policy limits not less than the following:
• )Vorkers' Compensation (Coverage Part A)
o Statutory
• Employer's Liability (Coverage Part B)
o $100,000 each accident
o $500,000 disease -policy limit
o $100,000 disease -each employee
C-2