7.5 Resolution 22-8050 RHIDAGENDA SECTION
NO:
ITEM
NO:
Page 1
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
05/23/2022 4:00 P.M.
ORIGINATING DEPARTMENT:
Community & Development
Services
BY: Lauren Driscoll
FISCAL APPROVAL:
BY:
FINAL PROVAL:
BY: /IY
ITEM: Resolution 22-8050
Consider adoption of a resolution determining that the City is considering establishing a Rural Housing
Incentive District within the City and adopting a plan for the development of housing and public facilities
in such proposed district; establishing the date and time of a public hearing on such matter, and
providing for the giving of notice of such public hearing.
BACKGROUND:
On March 28th, 2022 the Salina City Commission adopted Resolution 22-8023 making certain findings
and determinations as to the need for the housing within the City of Salina, Kansas and setting forth
the legal description of real property proposed to be designated as a Rural Housing Incentive District
(RHID) within the City. This Resolution was then sent to the Kansas Department of Commerce for
review and verification of the proposed district's RHID eligibility. On April 14th, 2022 the City received
notification that the Department of Commerce approved the application and agreed with the City
Commission's analysis and findings that the proposed district meets the requirements of K.S.A 12-
5244(a) and this constitutes approval required by K.S.A 12-5244(c) for the District described in
Resolution 22-8023.
The process for RHID creation is outlined in State Statute and the City is following that process.
Attached you will find a timeline with annotations describing the events and sequence of such events
required for proper RHID creation and authorization.
RHID District — Project Overview: Aero Plains Addition
This project is located on a vacant 53.26 acre parcel south of West Magnolia Road and west of 1-135.
The maps and legal description for this property are attached to Resolution No. 22-8023. The site has
been annexed into the city limits and the preliminary plat and zoning have both been approved by the
Planning Commission. Following action on the final plat by the Planning Commission, second reading
of the zoning request and acceptance of plat easements and Right -of -Way will be before the City
Commission. Final plat submittal to the Planning Commissions is expected in May/June of 2022.
Application to rezone the property is for R-2 which allows townhome development, previous
designation of this land was agricultural and was not zoned because it was outside the city limits. This
project has access to water and sewer but neither are installed within the proposed site. This property
is landlocked with no frontage on an existing public street. The land owners have obtained a
commitment from the Salina Airport Authority to allow street access across a vacant tract of land
owned by the Salina Airport Authority in order to provide direct street access to Centennial Road.
Therefore, the property only has frontage on one road, Centennial Road, which is improved to City
standards. It has been proposed and approved during preliminary platting that this property will have
an interim second emergency only access drive across the levee and onto Foxboro Drive. To further
address access concerns, Planning Commission set a condition during the preliminary plat that
requires construction of a secondary permanent access road before phase two of the plat can be
constructed.
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
05/23/2022 4:00 P.M.
AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL:
NO:
Community & Development BY:
ITEM Services FINAL APPROVAL:
NO:
Page 2 BY: Lauren Driscoll BY:
This land is subject to a benefit fee of $145,210 for water line improvements. No other special
assessments or benefit fees currently apply to this property. Only the far eastern edge of this property
adjacent to Dry Creek is within a mapped floodplain or floodway and none of the proposed building
lots are affected. There is a levee between the end of the Foxboro Drive right-of-way and the southern
edge of this subdivision. Staff has received written documentation from a third -party engineering firm,
Wood Environment & Infrastructure Solutions, Inc, determining that in fact the Foxboro levee is a DOD
levee that is not accredited; therefore it was not taken into account when the most recent flood maps
were developed for the City. Furthermore, Wood Environment & Infrastructure Solutions, Inc
acknowledges that the construction of an emergency access road across the DOD/Foxboro levee, as
proposed, will not affect the flood hazard area. A letter and support documentation from Wood
Environment & Infrastructure Solutions, Inc has been attached.
This project is being proposed by Building Kansas, LLC, a group comprised of local developers
including Derek Lee and Lance Cochran. This project's total build -out is 169 lots each with two units
(townhomes) per lot, therefore the total number of units at build -out will be 338. The project is being
built in two phases with phase one being 75 lots with 150 units and the second phase being 94 lots
with 188 units. The applicant, Building Kansas, LLC, is requesting:
• The scheduling of a public hearing so that the City Commission may approve the formation of
an RHID district over the entire Aero Plains Subdivision on that date.
• Once the City Commission approves the overall RHID, Building Kansas, LLC plans to then
seek RHID tax status from the City Commission for Phase I of the project. Construction of
Phase I will create 75 lots with 150 new units of owner occupied townhomes within three years.
The total project cost is $37,500,000.00. The costs breakdown as follows:
1.) Land Acquisition Cost: $375,000.00
2.) Building Constructions Costs: $32,300,000.00
3.) Infrastructure Construction Costs: $3,000,000.00
4.) Soft Costs: 350,000.00 / Brokerage & Sales $1,475,000.00
Annual property taxes are estimated to be $960,868.00. The developer is hoping for a 6-12% return
on investment that includes the RHID incentive from the City and the potential awarding of
$400,000.00 from the State's Moderate Income Housing (MIH) grant program.
This project is also requesting a waiver of building permit fees for all 150 units.
The RHID term being requested is 25 years at 100% property tax abatement.
The draft Development Plan (as required by State Statute K.S.A. 12-5245) and the Development
Agreement are substantially complete and are attached for review and provide further detail regarding
this project. The development plan is required by state statue regarding RHID formation and provides
information that the statue defines for public review. The development agreement is the contractual
relationship between the taxing entities and the developer. These items will be acted on by the
Commission at a future meeting, where the public hearing being requested today, will be held.
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
05/23/2022 4:00 P.M.
AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL:
NO:
Community & Development BY:
ITEM Services FINAL APPROVAL:
NO:
Page 3 BY: Lauren Driscoll BY:
The draft Development Agreement contains several exhibits. Of those exhibits, staff is waiting to
finalize exhibits J, K, and L. Exhibit J, Fire Marshall Approved Safety Plan, needs to be reviewed by
the appropriate staff before being finalized. Exhibit K, the agreement between the City and County
will be added if one is needed to address specific funding sources such as ARPA money. Exhibit L is
intended to address concerns related to Section 6.4 -Remedies. Due to changes in the market such
as raising interest rates, the applicant has asked that an additional remedy section be put in place that
uses market data to measure the level of changes in the market. If the market change is significant
enough it triggers additional remedies. It should be noted that this changes to the remedy section is
new and was not in the Ryan Addition/Southview Estates development agreement. Exhibit L contains
market data that will be used to calculate the market change. These exhibits will be available prior to
the August 30, 2021 meeting and public hearing in the City Clerk's Office at the City & County Building.
All exhibits will be finalized prior to action on the development agreement.
CURRENT REQUEST:
As per State Statute, the City Commission must notify the public about the Commission's desire to
hold a public hearing in association with establishing a RHID. The public hearing cannot be held any
sooner than 30 days from the date of passage and no later than 70 days from the date of passage.
The public hearing date proposed by Resolution No. 22-8050 is June 27th, 2022. Notification of the
public hearing will also be sent to Saline County, USD 305, and the Salina Planning Commission.
Resolution No. 22-8050 will be published in its entirety in the Salina Journal at least once and no less
than one week or more than two weeks preceding the date of the public hearing. Resolution No. 22-
8050 including all exhibits, the draft Development Plan and draft Development Agreement will be
available for inspection with City Clerk during normal business hours.
As described previously, the purpose of this meeting and Resolution No. 22-8050 is to call the required
public hearing for the formation of an RHID, not approve the application. Staff will provide greater
analysis of the application as a part of the June 27, 2022 staff report.
FISCAL NOTE:
The request to hold a Public Hearing does not have any financial impacts on the City or any other
taxing entity.
As a reminder, this request is to schedule a Public Hearing to establish an RHID district, not create
the district. Neither the establishment of eligibility (Resolution No. 22-8023) nor the requested Public
Hearing have any immediate financial impacts on the City or any other taxing entity. The creation of
an RHID district requires one more action of the City Commission. This action is to hold the public
hearing we are requesting in this resolution where the City Commission can take action to adopt the
RHID Development Agreement and associated Ordinance forming the taxing relationship with the
project. It is the adoption of the development agreement and Ordinance that creates the fiscal impact.
In anticipation of that future fiscal decision, staff has worked with Bond Council to develop a fiscal
impact estimate. Based on the estimated assessed value and current taxing calculations relevant to
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
05/23/2022 4:00 P.M.
AGENDA SECTION
NO:
ITEM
NO:
Page 4
property taxes for an RHID, the following taxes
proposed by the applicant:
Aero Plains Addition Request: 25 years at 100%
ORIGINATING DEPARTMENT:
Community & Development
Services
BY: Lauren Driscoll
FISCAL APPROVAL:
BY:
FINAL APPROVAL:
BY:
not be collected if an RHID was formed as
• Estimated Eligible Expenses $3,375,000
o These are the expenses that can be paid back using the RHID increment
• Estimated RHID Increment $11,098,704
o The 25 year increment exceeds eligible expenses, therefore the RHID will terminate prior
to 25 years. Bond Council estimates RHID termination around year nine or ten.
City of Salina, Kansas
Aero Plains RHID
Phase 1 Project
Estimated Eligible Expense:
Estimated RHID Increment
$3,375,000
$11,098,704
Further information regarding the financial estimates of this proposed RHID can be found within the
Development Agreement attached.
COMMISSION ACTION:
Staff has identified the following options for the City Commission's consideration:
Action Item
The City Commission may:
1.) Approve Resolution No. 22-8050 and set a public hearing date for the Creation of a Rural
Housing Incentive District.
Agg gmtc
Aggregate Fiscal
2021/2022
Fiscal Impact
Impact to Payout
Taxing Units:
Mill Lew
25 years
of Elibu le Expenses
City
30.452 $
2,883,794
$ 876,932
1USD305
54.903
3,305,302
1,005,108
state
1.5
-
County
39.782
3,767,341
1,145,609
Library
6.028
570,849
173,589
Airport Authority
4.838
458,157
139,321
Extension Dist #3
1.196
113,261
34,441
Total
138.699 5
11,098,704
$ 3,375,000
Further information regarding the financial estimates of this proposed RHID can be found within the
Development Agreement attached.
COMMISSION ACTION:
Staff has identified the following options for the City Commission's consideration:
Action Item
The City Commission may:
1.) Approve Resolution No. 22-8050 and set a public hearing date for the Creation of a Rural
Housing Incentive District.
AGENDA SECTION
NO:
ITEM
NO:
Page 5
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
05/23/2022 4:00 P.M.
ORIGINATING DEPARTMENT:
Community & Development
Services
BY: Lauren Driscoll
FISCAL APPROVAL:
BY:
FIN
BY:
2.) Approve Resolution No. 22-8050 with amendments and/or further direction.
3.) Postpone consideration of Resolution No. 22-8050 to a specified date and time and provide
staff direction regarding additional information or amendments the City Commission would like
to request for their further consideration.
4.) Deny Resolution No. 22-8050 resulting in no public hearing being scheduled on this item.
Attachments:
1. Department of Commerce Approval Letter
2. Resolution 22-8023
3. RHID Timeline
4. RHID Development Plan
5. Development Agreement
6. Letter from Wood Environment & Infrastructure Solutions, Inc
7. Resolution No. 22-8050 (DRAFT)
1. Department of Commerce Approval Letter
DocuSign Envelope ID: C67E4A59-7DBA47F5-BB184599CD8D365C
April 12, 2022
Lauren Driscoll
Director
Community and Development Services
City of Salina
300 West Ash Room 205
P.O. Box 736
Salina, Kansas 67402-0736
RE: Request for Approval of Rural Housing Incentive District — City of Salina
Dear Ms. Driscoll:
This will acknowledge receipt of the City of Salina application dated April 8, 2022 related to
participation in the Kansas Rural Housing Initiative District Act. The current application is for
one Rural Housing Incentive District.
I have reviewed Resolution No. 22-8023 passed by the governing body and submitted to the
Kansas Department of Commerce (Commerce) pursuant to the Rural Housing Incentive District
Act found at K.S.A. 12-5241 et seq. I have further reviewed the Housing Needs Analysis
(Analysis) prepared by the City and upon which the resolutions are based. The process of
establishing a Rural Housing Incentive District requires the Analysis to summarize and
determine the nature and extent of housing needs within the community. The Analysis must then
be adopted by the governing body and is subject to the review and approval of the Secretary of
Commerce. The Act sets out four findings and determinations which must be included in the
Analysis and adopted by the City.
Based on my review of the original application material and supplemental information provided
by the City of Salina, I hereby agree with and approve the findings set forth in the resolution
passed by the City of Salina to wit:
1. There is a shortage of quality housing, including affordable single family and multi-
family apartment units, at various price ranges in Salina despite the best efforts of public
and private housing developers;
2. The shortage of quality housing can be expected to persist and that additional financial
incentives are necessary in order to encourage the private sector to construct or renovate
housing development in Salina;
_An* -
la; 3
DepartmentCommerce
,�.
phone: (785) 296-5298
1000 S.W. Jackson St., Suite 100
Kansas
Fax: (785) 296-5055
Topeka, KS 66612-1354
Department of Commerce
KansasCommerce.gov
David C. Toland, Acting Secretary
Laura Kelly, Governor
April 12, 2022
Lauren Driscoll
Director
Community and Development Services
City of Salina
300 West Ash Room 205
P.O. Box 736
Salina, Kansas 67402-0736
RE: Request for Approval of Rural Housing Incentive District — City of Salina
Dear Ms. Driscoll:
This will acknowledge receipt of the City of Salina application dated April 8, 2022 related to
participation in the Kansas Rural Housing Initiative District Act. The current application is for
one Rural Housing Incentive District.
I have reviewed Resolution No. 22-8023 passed by the governing body and submitted to the
Kansas Department of Commerce (Commerce) pursuant to the Rural Housing Incentive District
Act found at K.S.A. 12-5241 et seq. I have further reviewed the Housing Needs Analysis
(Analysis) prepared by the City and upon which the resolutions are based. The process of
establishing a Rural Housing Incentive District requires the Analysis to summarize and
determine the nature and extent of housing needs within the community. The Analysis must then
be adopted by the governing body and is subject to the review and approval of the Secretary of
Commerce. The Act sets out four findings and determinations which must be included in the
Analysis and adopted by the City.
Based on my review of the original application material and supplemental information provided
by the City of Salina, I hereby agree with and approve the findings set forth in the resolution
passed by the City of Salina to wit:
1. There is a shortage of quality housing, including affordable single family and multi-
family apartment units, at various price ranges in Salina despite the best efforts of public
and private housing developers;
2. The shortage of quality housing can be expected to persist and that additional financial
incentives are necessary in order to encourage the private sector to construct or renovate
housing development in Salina;
DocuSign Envelope ID: C67E4A59-7DBA47F5-BB184599CD8D365C
Lauren Driscoll
April 12, 2022
Page 2
3. The shortage of quality housing is a substantial deterrent to the future economic growth
and development of Salina; and
4. The future economic well-being of Salina depends on the governing body providing
additional incentives for the construction or renovation of quality housing in Salina.
Commerce believes the Analysis and findings by the governing body of Salina meet the
requirements set forth in K.S.A. 12-5244(a) and this constitutes the approval required by K.S.A.
12-5244(c) for the various Districts as more fully described in Resolution No. 22-8023. The
application for approval of the findings required for the establishment of the Rural Housing
Incentive District as set forth in the Application is hereby approved. This approval is predicated
solely upon the information and data received from Salina.
If you have any questions regarding this matter, please let me know.
Sincerely,
David C. Toland
Lt. Governor and Secretary of Commerce
cc: Ryan Vincent (KHRC)
Robert North
2. Resolution 22-8023
N II (Published in the Salina Journal on April 1, 2022)
RESOLUTION NO. 22-8023
w
F
A RESOLUTION MAKING CERTAIN FINDINGS AND DETERMINATIONS AS TO
THE NEED FOR HOUSING WITHIN THE CITY OF SALINA, KANSAS AND
SETTING FORTH THE LEGAL DESCRIPTION OF REAL PROPERTY PROPOSED
TO BE DESIGNATED AS A RURAL HOUSING INCENTIVE DISTRICT WITHIN
THE CITY.
WHEREAS, K.S.A. 12-5241 et seq., as amended (the "Act') authorizes any city incorporated in
accordance with the laws of the state of Kansas (the "State") with a population of less than 60,000 to designate
rural housing incentive districts within such city; and
WHEREAS, prior to such designation the governing body of such city shall conduct a housing needs
analysis to determine what, if any, housing needs exist within its community; and
WHEREAS, after conducting such analysis, the governing body of such city may adopt a resolution
making certain findings regarding the establishment of a rural housing incentive district and providing the legal
description of property to be contained therein; and
WHEREAS, after publishing such resolution, the governing body of such city shall send a copy
thereof to the Secretary of Commerce of the State (the "Secretary") requesting that the Secretary agree with
the finding contained in such resolution; and
WHEREAS, if the Secretary agrees with such findings, such city may proceed with the establishment
of a rural housing incentive district within such city and adopt a plan for the development or redevelopment of
housing and public facilities in the proposed district; and
WHEREAS, the City of Salina, Kansas (the "City") has an estimated population less than 60,000 and
therefore constitutes a city as said term is defined in the Act; and
WHEREAS, the Governing Body of the City has performed a Housing Needs Analysis (Live Salina
Housing Assessment and Strategic Plan) dated January 25, 2016 (the "Needs Analysis"), a copy of which is
on file in the office of the City Clerk; and
WHEREAS, based on the Needs Analysis, the Governing Body of the City proposes to commence
proceedings necessary to create a Rural Housing Incentive District, in accordance with the provisions of the
Act.
600596.200021RF;SOLUT ION HOUSING NEEDS FINDINGS V.3
11
1
E
s`
(9
THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS, AS FOLLOWS:
Section 1. The Governing Body hereby adopts and incorporates by this reference as part of this
Resolution the Needs Analysis, a copy of which is on file in the office of the City Clerk, and based on a review
of said Needs Analysis makes the following findings and determinations.
Section 2. The Governing Body herby finds and determines that there is a shortage of quality
housing of various price ranges in the City despite the best efforts of public and private housing developers.
Section 3. The Governing Body hereby finds and determines that the shortage of quality housing
can be expected to persist and that additional financial incentives are necessary in order to encourage the private
sector to construct or renovate housing in the City.
Section 4. The Governing Body hereby finds and determines that the shortage of quality housing
is a substantial deterrent to the future economic growth and development of the City.
Section 5. The Governing Body hereby finds and determines that the future economic well-being
of the City depends on the Governing Body providing additional incentives for the construction or renovation
of quality housing in the City.
Section 6. Based on the findings and determinations contained in Sections 2 through 5 of this
Resolution, the Governing Body proposes to establish a Rural Housing Incentive District pursuant to the Act,
within boundaries of the real estate legally described in Exhibit A attached hereto, and shown on the maps
depicting the existing parcels of land attached hereto as Exhibit B (the "District").
Section 7. The City Clerk is hereby directed to publish this Resolution one time in the official
City newspaper, and to send a certified copy of this Resolution to the Secretary for the Secretary's review and
approval.
Section S. The Mayor, City Manager, City Clerk, other City employees and officials and Gilmore
& Bell, P.C. are hereby further authorized and directed to take such other actions as may be appropriate or
desirable to accomplish the purposes of this Resolution.
Section 9. This Resolution shall take effect after its adoption and publication once in the official
City newspaper.
[BALANCE OF THIS PAGE INTENTIONALLY BLANK]
600596.200021RESOLUTION HOUSING NEEDS FINDINGS V.3
II (SEAL)
a
ADOPTED by the Governing Body of the City of Salina, Kansas, on March 28, 2022.
Trent W. Davis, M.D., Mayor
ATTEST
F
L
City Clerk
600596.2000ZRESOLUTION HOUSING NEEDS FINDINGS
(Signature Page to Resolution)
L
EXHIBIT A
LEGAL DESCRIPTION OF PROPOSED
RURAL HOUSING INCENTIVE DISTRICT
A portion of the North Half of the Southwest Quarter of Section 35, Township 14 South, Range 3 West of the
v
Sixth Principal Meridian, County of Saline, State of Kansas, being described by as follows:
x
Commencing at the center corner of said Section 35: thence N 89°45'10" W along the North line of said North
5 Half, a distance of 327.92 feet to the intersection of said North line and the Centerline of Dry Creek, said point
also being the point of beginning; thence S 01'56'22" E on said Centerline, a distance of 146.36 feet; thence S
30°47'12" W continuing on said Centerline, a distance of 413.69 feet; thence S 00°56'52" W continuing on
said Centerline; a distance of 136.71 feet; thence S 10°54'41" E continuing on said Centerline, a distance of
406.12 feet; thence S 10°43'00" W continuing on said Centerline, a distance of 240.29 feet to the intersection
of said Centerline and the North line of Wheatridge Addition to the City of Salina; thence N 89°38'06" W on
said North line, a distance of 398.86 feet; thence N 00°19'09" E continuing on said North line, a distance of
250.32 feet; thence N 89°37'09" W continuing on said North line and it prolongation, a distance of 1718.33
feet to the intersection of said North line's prolongation and the West right-of-way line of the Missouri Pacific
Railroad, said railroad right-of-way disclaimed by Deed Book 1232, Pages 959-961 in the Office of the
Register of Deeds of Saline County; thence N 00°06'43" W on said west right-of-way line, a distance of
1018.85 feet to the intersection of said west right-of-way line and the North line of said North half; thence S
89°45'10" E on said North line, a distance of 2294.62 feet to the point of beginning.
Said Tract contains 53.22 acres more or less.
Together with public rights-of-way and access easement areas adjacent thereto
600596.20002aESOLUTION HOUSING NEEDS FINDINGS V.3
A-]
EXHIBIT B
MAP OF PROPOSED
11 RURAL HOUSING INCENTIVE DISTRICT
1 inch = 600 feet
HOUSING NEEDS FINDINGS V.3
3. RHID Timeline
Salina RNID Timeline
Everythign highlighted in grey is what has already been addressed
since the 05/03/2021 Meeting.
Everythign highlighted in yellow is what is being addressed at the
07/26/2021 Meeting
Everythign NOT highlighted will be addressed at a future meeting.
Housing Needs Analysis
Must meet the standards set forth in K.S.A. 12-5244 & Secretary of Commerce
Guidelines
(a) The governing body of any city or county is hereby authorized to designate rural
housing incentive districts within such city or county. Any city governing body may
designate one or more such districts in such city, and any county governing body may
designate one or more such districts in any part of the unincorporated territory of such
county. Prior to making such a designation, the governing body shall conduct a housing
needs analysis to determine what, if any, housing needs exist within its community.
After conducting the analysis, the governing body shall adopt a resolution containing a
legal description of the proposed district, a map depicting the existing parcels of real
estate in the proposed district, and a statement of the following findings and
determinations:
(1) There is a shortage of quality housing of various price ranges in the city or
county despite the best efforts of public and private housing developers;
(2) The shortage of quality housing can be expected to persist and that additional
financial incentives are necessary in order to encourage the private sector to
;construct or renovate housing in such city or county;
(3) The shortage of quality housing is a substantial deterrent to the future economic
growth and development of such city or county; and
(4) The future economic well-being of the city or county depends on the governing
body providing additional incentives for the construction or renovation of
quality housing in such city or county.
]VOTE: The City will/can use the Live Salina Plan and associated update to
submit as our a statement of the following findings and determinations for
items 1-4.
(b) The resolution containing the findings contained in subsection (a) shall be published at
least once in the official newspaper of the city or county.
(c) Upon publication of the resolution as provided in subsection (b), the governing body
shall send a certified copy of the resolution to the secretary, requesting that the secretary
review the resolution and advise the governing body whether the secretary agrees with
the findings contained therein. If the secretary advises the governing body in writing that
the secretary agrees with each of the findings of the governing body, the governing body
may proceed to establish the district as set forth in this act. If the secretary fails to agree
With the findings, the secretary shall advise the governing body in writing of the specific
reasons therefor.
Resolution No. 1
',• City Council Adoption of Resolution No. 1 (per K.S.A. 12-5244)
Must be published at least once in official newspaper of City/County (per K.S.A. 12-
5244(6)
Secretary of Commerce Approval HNA, typically within 30-45 days
• Certified copy of resolution submitted to Secretary (K.S.A. 12-6245)
• Upon Approval of Resolution No. 1 and Housing Needs, proceed to Resolution No. 2
Development Plan/Agreement Preparation
• Negotiate Draft Development Plan/Agreement
Resolution No. 2
• Comply with K.S.A. 12-5245
Prior to the adoption of the plan and designation of the district, the governing body shall
adopt a resolution stating that the governing body is considering such action. The
resolution shall provide notice that a public hearing will [be] held to consider the
adoption of the plan and the designation of the district and contain the following
elements:
(1) The date, hour and place of the public hearing;
(2) The contents of paragraphs (1) through (4) in subsection (a) of this section;
(3) A summary of the contractual assurances by the developer and comprehensive
feasibility analysis; and
(4) A statement that the plan is available for inspection at the office of the clerk of
the city or county at normal business hours;
(5) A statement inviting members of the public to review the plan and attend the
public hearing on the date announced in the resolution;
The date fixed for the public hearing shall be not less than 30 nor more than 70 days
following the date of the adoption of the resolution. The resolution shall be published at
least once in the official newspaper of the city or county, with the final publication being
not less than one week or more than two weeks preceding the date fixed for the public
hearing.
A certified copy of the resolution shall be delivered to the planning commission of the city
or county and the board of education of any school district levying taxes on property within
the proposed district. If the resolution is adopted by a city governing body, a certified copy
also shall be delivered to the board of county commissioners of the county. If the
resolution is adopted by a county governing body, it also shall be delivered to the
governing body of any city located within three miles of such proposed district.
• Prior to Adoption of Plan & District must Adopt Resolution
• Resolution Noticing Public Hearing to be Held
Public Hearing Preparation
• Public Hearing must be held not less than 30 nor more than 70 days following the date
of the adoption of Resolution No. 2
• Resolution must be published at least once in official newspaper. Final publication not
less than one week or more than two weeks preceding the date fixed for the public
hearing.
• Certified copy of Resolution No. 2 provided to Planning Commission of City/County and
BOE
Public Hearing
• Comply with K.S.A. 12-5246
• (a) At the public hearing, a representative of the city or county shall present the
proposed plan for the development or renovation of housing in the proposed
district. Each project proposed for the district shall be identified and explained.
At the hearing the developer or developers that have contracted with the city to
undertake such project shall be identified and present in person or through such
developer's representative. Following the presentation, all interested persons
shall be given an opportunity to be heard. The governing body for good cause
shown may recess such hearing to a time and date certain, which shall be fixed in
the presence of persons in attendance at the hearing.
(b) Upon the conclusion of the public hearing, the governing body may adopt the plan for
the district and may establish the district by ordinance or, in the case of any county, by
resolution. The boundaries of such district shall not include any area not designated in
the notice required by K. S.A. 12-5245 . Any addition of area to the district or any
substantial change to the plan shall be subject to the same procedure for public notice
and hearing as required for the initial establishment of the district.
(c) The ordinance or resolution establishing the district shall be null and void if, within 30
days following the conclusion of the hearing:
(1) The board of education levying taxes on such property determines by resolution
that the proposed district will have an adverse effect on such school district;
(2) the governing body of any city located within three miles of [the]district
proposed to be established by a county determines by ordinance that the
proposed district will have an adverse effect on such city; or
(3) the board of county commissioners of the county in which a city governing
body proposes to establish such a district determines by resolution that the
proposed district will have an adverse effect on such county.
Representative of City presents proposed plan for development and each project.
Developers must be present. Any interested party may be heard.
At conclusion of hearing, Governing Body may establish district by ordinance (City) or
Resolution (County).
Veto Procedure
• If within 30 days following the hearing, the Board of Education or City/County
finds an "adverse effect" the Ordinance is null and void.
4. RHID Development Plan
DEVELOPMENT PLAN
OF THE CITY OF SALINA, KANSAS
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
MAY 2022
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INTRODUCTION
The City Commission (the "Governing Body") of the City Salina, Kansas (the "City") has
previously adopted Resolution No. 22-8023 (the "Preliminary Resolution"), which found and determined
that:
1. There is a shortage of quality housing of various price ranges in the City despite the best efforts
of public and private housing developers.
2. The shortage of quality housing can be expected to persist and that additional financial
incentives are necessary in order to encourage the private sector to construct or renovate
housing in the City.
3. The shortage of quality housing is a substantial deterrent to the future economic growth and
development of the City.
4. The future economic wellbeing of the City depends on the Governing Body providing
additional incentives for the construction of/or renovation of quality housing in the City.
Based on these findings and determinations, the Governing Body proposed the establishment of
Rural Housing Incentive Districts within the City pursuant to K.S.A. 12-5241 et seq. (the "Act").
Following the adoption of the Preliminary Resolution, a certified copy was submitted to the
Secretary of Commerce for approval of the establishment of the Rural Housing Incentive District in the
City as required by K.S.A. 12-5244(c). On April 14, 2022, the Secretary of Commerce provided written
confirmation approving the establishment of the Rural Housing Incentive District within the City.
DEVELOPMENT PLAN ADOPTION
K.S.A. 12-5245 states that once a city receives approval from the Secretary of Commerce for the
development of a rural housing incentive district, the governing body must adopt a plan for the development
of housing and public facilities within the proposed district.
DEVELOPMENT PLAN
As a result of the shortage of quality housing, the City proposes this development plan
(the "Development Plan') to assist in the development of quality housing within the City.
(1) Legal Description and Map of the District. The legal description of Aero Plains Phase
One Rural Housing Incentive District (the "District") and a map of the District are attached as Exhibit A to
this Development Plan.
(2) Existing Assessed Valuation of the District. The assessed valuation of all real estate
within the District for 2022 is $6,687.
(3) Owners of Record. The names and addresses of the owners of record for the real estate
within the District are:
Storage Mart LLC
PO Box 3213
Salina, Kansas 67402-3213
(4) Description of Housing and Public Facilities Projects. The housing and public facilities
projects that are proposed to be constructed include the following:
600596.20002\DEVELOPMENT PLAN v.I
Housing Facilities
The housing facilities consist of constructing approximately 150 townhome units (75 structures), each
between approximately 1000-1650 square feet with 2 or 3 bedrooms depending on the unit type, 2-3
bathrooms, and a two -car garage.
Public Facilities
Public facilities and public improvements will include construction of Infrastructure Improvements located
within the boundaries of the District, and all related infrastructure, including but not limited to streets,
parking, water, sanitary sewer, storm sewer, gas, and electric improvements. Infrastructure improvements
may be constructed prior to or concurrently with the housing facilities in the project.
A copy of the Site Plan is attached as Exhibit B to this Development Plan.
(5) Developer's Information. The names, addresses and specific interests in the real estate in
the District of the developers responsible for development of the housing and public facilities is:
Owner of Real Property: Storage Mart LLC
PO Box 3213
Salina, Kansas 67402-3213
Developer:
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
(6) Contractual Assurances. The Governing Body entered into a Development Agreement,
dated [], 2022 (the "Development Agreement"), with Building Kansas, LLC, a Kansas limited
liability company engaged in the business of development with its principal office located at 119 West Iron,
Suite 700, Salina, Kansas 67402 (the "Developer"). The Development Agreement, as supplemented and
amended, includes the project construction schedule, a description of projects to be constructed, financial
obligations of the developer, and financial and administrative support from the City. The Development
Agreement includes contractual assurances, if any, the Governing Body has received from the Developer
guaranteeing the financial feasibility of specific housing tax incentive projects in the proposed district. A
copy of the Development Agreement is attached as Exhibit C to this Development Plan.
(7) Comprehensive Analysis of Feasibility. A comprehensive analysis was conducted to
determine whether the public benefits derived from the District will exceed the costs and that the income
from the District, together with other sources of revenue, would be sufficient to pay for the public
improvements to be undertaken in the District. A copy of the analysis is attached as Exhibit D to this
Development Plan. The analysis estimates the property tax revenues that will be generated from the
District, less existing property taxes, to determine the revenue stream available to support reimbursement
to the Developer for all or a portion ofthe costs of financing the public infrastructure. The estimates indicate
that the revenue realized from the project would be adequate to pay the eligible costs.
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DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
LEGAL DESCRIPTION AND MAP OF THE DISTRICT
A portion of the North Half of the Southwest Quarter of Section 35, Township 14 South, Range 3 West of
the Sixth Principal Meridian, County of Saline, State of Kansas, being described by as follows:
Commencing at the center corner of said Section 35: thence N 89°45'10" W along the North line of said
North Half, a distance of 327.92 feet to the intersection of said North line and the Centerline of Dry Creek,
said point also being the point of beginning; thence S 01 °56'22" E on said Centerline, a distance of 146.36
feet; thence S 30°47'12" W continuing on said Centerline, a distance of 413.69 feet; thence S 00°56'52" W
continuing on said Centerline; a distance of 136.71 feet; thence S 10°54'41" E continuing on said Centerline,
a distance of 406.12 feet; thence S 10°43'00" W continuing on said Centerline, a distance of 240.29 feet to
the intersection of said Centerline and the North line of Wheatridge Addition to the City of Salina; thence
N 89038'06" W on said North line, a distance of 398.86 feet; thence N 00'19'09" E continuing on said North
line, a distance of 250.32 feet; thence N 89°37'09" W continuing on said North line and it prolongation, a
distance of 1718.33 feet to the intersection of said North line's prolongation and the West right-of-way line
of the Missouri Pacific Railroad, said railroad right-of-way disclaimed by Deed Book 1232, Pages 959-961
in the Office of the Register of Deeds of Saline County; thence N 00006'43" W on said west right-of-way
line, a distance of 1018.85 feet to the intersection of said west right-of-way line and the North line of said
North half; thence S 89'45'10" E on said North line, a distance of 2294.62 feet to the point of beginning.
Said Tract contains 53.22 acres more or less.
Together with public rights-of-way and access easement areas adjacent thereto
600596.20002DEVELOPMENT PLAN v.I
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600596.20002\DEVELOPMENT PLAN v.I
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DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
SITE PLAN
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DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
THIS DEVELOPMENT AGREEMENT ("Agreement') is entered into effective as of
2022] (the "Effective Date"), by and between the CITY OF SALINA, KANSAS, a
municipal corporation of the State of Kansas ("City"), and BUILDING KANSAS, LLC, a Kansas limited
liability company engaged in the business of development with its principal office located at 119 West Iron,
Suite 700, Salina, Kansas 67402 ("Developer"). The City and the Developer are each a "Party" and
collectively the "Parties."
RECITALS
A. Developer has acquired real property located within the boundaries of City and described
on Exhibit A attached hereto and incorporated herein by reference (the "Property").
B. Developer desires to develop the Property by constructing the "Aero Plains Phase One"
residential development and all related internal infrastructure improvements ("Aero Plains Phase One
Development'), all as more fully described herein.
C. City has determined that the construction of Aero Plains Phase One Development will
foster the economic development of City and surrounding area of Saline County, Kansas.
D. The Parties are authorized to enter into this Agreement and to complete the responsibilities
set forth herein with respect to Aero Plains Phase One Development.
AGREEMENT
NOW THEREFORE, in consideration of the premises and promises contained herein and other
good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
1.1 Definitions. As used in this Agreement, the following words and terms have the meaning
set forth below:
"Agreement" means this Development Agreement, as the same may be from time to time
modified, amended or supplemented in writing by the Parties hereto.
"City" means the City of Salina, Kansas,
600596.20002DEVE.OPMENT AGREEMENT v.3
"City Expenses" means all legal and professional costs, fees and expenses incurred by City with
regard to the preparation of this Agreement, the Funding Agreement, and any and all other Ordinances,
Resolutions or other documents necessary for implementation of the District as well as for representation
and appearances of legal counsel at any hearings or proceedings required to implement the District.
"Concept Site Plan" means the site development plan prepared by a licensed professional
engineer, or firm thereof, acceptable to City, depicting the conceptual program for construction of the
Development Project and the Internal Infrastructure Improvements.
"Construction Plans" means plans, drawings, specifications and related documents, and
construction schedules for the construction of the Work, together with all supplements, amendments or
corrections.
"County" means Saline County, Kansas.
"Developer" means Building Kansas, LLC, a Kansas limited liability company, or its permitted
successors or assigns.
"Development Costs" means the total amount spent or expected to be spent by Developer to
construct the Work.
"Development Plan" means the Development Plan prepared by the City in accordance with the
provisions of the Rural Housing Incentive District Act and approved by the Developer, a copy of which is
attached hereto at Exhibit H.
"Development Project" means single family residential units and auxiliary structures to be
constructed on the Property in accordance with the Concept Site Plan.
"District" means the Aero Plains Phase One Rural Housing Incentive District to be established
pursuant the Rural Housing Incentive District Act and the RHID Ordinance.
"Eligible Costs" means the City Expenses, Property acquisition costs, and that portion of the costs
of the Internal Infrastructure Improvements which are reimbursable to the Developer pursuant to the
provisions of K.S.A. 12-5249, including associated legal, engineering and project finance costs, all as more
specifically described on Exhibit C attached hereto and incorporated herein by this reference, but excludes
costs paid with or reimbursed from direct funds from third parties other than financing institutions (i.e.
American Rescue Plan Funding from the City or the County, Moderate Income Housing grants, Kansas
Housing Investor Tax Credit Act, etc.). For clarity, funds from third parties other than financing institutions
(i.e. American Rescue Plan Funding from the City or the County, Moderate Income Housing grants, Kansas
Housing Investor Tax Credit Act, etc.) that are not allocated or used to pay for the costs listed on Exhibit C
will not reduce eligibility.
"Funding Agreement" means the funding agreement between the City and the Developer, dated
2022], relating to the Developer providing a source of funds to the City to finance costs incurred
by the City for legal, financial, planning, inspection, and other services, or for direct out-of-pocket expenses
and other reasonable costs resulting from services rendered to the Developer to review, evaluate, process,
and inspect the Project and actions related thereto.
"Governing Body" means the City Commission of the City of Salina, Kansas.
600596.20002DEVELOPMENT AGREEMENT v.3
"Internal Infrastructure Improvements" means the electric, gas, water, sewer, storm sewer, and
street improvements necessary for Aero Plains Phase One Development and located within the boundaries
of the Property, including engineering costs, any costs of right-of-way and appurtenances related thereto,
as set forth on the approved plat for Aero Plains Phase One Development, all as more specifically described
on Exhibit C attached hereto and incorporated herein by this reference.
"Material Change" means any change in the Concept Site Plan that significantly affects the nature
of the Internal Infrastructure Improvements, modifies the number of single family residences by 5% or
more, or increases/decreases the cost of the Development Project by 10% or more for each change or 20%
in the aggregate.
"Market Change Notice" means a notice delivered from the Developer to the City pursuant to
Section 6.4.
"Mayor" means the Mayor of the City of Salina, Kansas or their duly authorized agent.
"MLS Days on Market" means the number of days on market for homes closed in the $200,000
- $249,999 price range according to the monthly MLS data report for the Salina housing market.
"Plans and Specifications" means the plans and specifications for the Internal Infrastructure
Improvements prepared by a licensed professional engineer, or firm thereof, acceptable to City.
"Project Milestones" means the performance of the Development Project described on Exhibit F
hereto in accordance with the provisions of Section 4.2.
"Property" means the real property (including but not limited to fee interests, leasehold interests,
tenant-in-common interests, and such other like or similar interests) on which the Development Project will
be located, more specifically described in Exhibit A attached hereto and depicted on Exhibit B attached
hereto.
"Related Party" means any party related to the Developer by one of the relationships described in
Section 267(b) of the United States Internal Revenue Code of 1986, as amended and any successor entity
in which the principals of the Developer (either individually or collectively) or Developer own or control
no less than fifty percent (50%) of the voting interest in such successor entity.
"REID Funds" means those amounts paid from the Saline County Treasurer to the Treasurer of
the City pursuant to K.S.A. 12-5250(b)(2)(A) as a result of Aero Plains Phase One Development.
"RNID Ordinance" means the ordinance passed by the Governing Body approving the
Development Plan and establishing the District.
"Rural Housing Incentive District Act" means K.S.A. 12-5241 et seq., as amended.
"Substantial Completion" means the stage in the progress of the Work when the Work or
designated portions thereof is sufficiently complete in accordance with the Construction Plans, excepting
all punch list items so that Developer can occupy or utilize the Work for its intended purpose.
"Work" means all work necessary to prepare the Property and to construct the Development
Project and the Internal Infrastructure Improvements, including; (1) demolition and removal of any existing
improvements located on the Property, grading and earthwork; (2) construction, reconstruction and/or
relocation of utilities; (3) construction of the single family residences and related structures; (4) construction
600596.20002DEVELOPMENT AGREEMENT v.3
and installation of site landscaping on the Property, as described in the Concept Site Plan; and (5) all other
Work described in the Concept Site Plan, or reasonably necessary to effectuate the intent of this Agreement.
1.2 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 terns defined in this Article include the plural as well as the singular.
(b) All accounting terms not otherwise defined herein have the meanings assigned to them,
and all computations herein provided for will 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 terns.
(d) All references in this instrument to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally
executed.
(e) The words "herein," "hereof' and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other subdivision.
(f) The Article and Section headings herein are for convenience only and will not affect the
construction hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations of the City. The City makes the following representations and
warranties, which are true and correct on the date hereof, 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
hereof 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 this Agreement or affecting the Property.
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
600596.20002DEVELOPMENT AGREEMENT v.3
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.
(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 other than as set forth herein.
(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.
2.2 Representations of the Developers. The Developer makes the following representations
and warranties, which are true and correct on the date hereof, 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 terns 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
hereof do not and will not conflict with or result in a breach of any of the terns or conditions of any
corporate or organizational restriction or of any agreement or instrument to which they are 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 Aero Plains Phase One Development, 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.
(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
as set forth herein.
(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,
600596.20002DEVELOPMENT AGREEMENT v.3
or any other material agreement or material instrument to which the Developer is a party or by which
Developer is or may be bound.
(g) 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. The Developer
has obtained, or reasonably believes it will obtain in due course, all certificates, licenses, inspections,
franchises, consents, immunities, permits, authorizations and approvals, governmental or otherwise,
necessary to acquire, construct, equip, operate and maintain the Development Project; or 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. All governmental permits and licenses required by applicable law
to construct, occupy and operate the Development 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 Development Project to be constructed.
(i) Compliance with Laws. The Developer is in material 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, 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 is true and correct and does not contain any untrue statement of
any material fact and does not omit to state any material fact required to be stated therein or necessary to
make any statement made therein, in the light ofthe circumstances under which it was made, not misleading.
(k) Contractors. All contracts with contractors shall warrant that the work performed or
material supplied by that contractor to the Development Project will be free from any defects in materials
and workmanship for a period of at least two (2) years from the date of completion, and that such warranty
does not restrict or otherwise limit that contractor's obligation to construct the Development Project in a
workmanlike manner and in accordance with the Construction Plans and this Agreement as it pertains to
that contractor's work.
2.3 Maintenance of Existence. During the term of this Agreement the Developer (including
any permitted successors or assigns) will maintain its legal existence, will continue to be in good standing
under the laws of the State of Kansas and will not dissolve, consolidate with or merge into another entity
or permit one or more other entities to consolidate with or merge into it.
2.4 Conditions to the Effectiveness of this Agreement. Contemporaneously with the
execution of this Agreement, and as a precondition to the effectiveness of this Agreement, the Developer
will submit the following documents to the City:
(a) a copy of the Developer's Articles of Organization and a good standing certificate dated
within one month of the date of this Agreement, each certified by the Secretary of State of the State of
Kansas;
(b) a certified copy of the Operating Agreement of the Developer;
600596.20002DEVELOPMENT AGREEMENT v.3
(c) a list of each member of the Developer and the associated percentage ownership, and if
such member is not an individual, the individual owners and percentage ownership of such member;
(d) the Concept Site Plan;
(e) an executed copy of the Funding Agreement; and
(f) a legal opinion from counsel to the Developer in form and substance acceptable to the City
covering: (i) the due organization of the Developer and the power and authority of the Developer to execute
this Agreement, and (ii) the enforceability of this Agreement against the Developer.
2.5 Final Approval Required. Notwithstanding anything herein to the contrary, this
Agreement will be void: (a) if the City does not finalize all required steps to create the District pursuant to
the Rural Housing Incentive District Act by adoption of the RHID Ordinance within 60 days after the
Effective Date; or (b) if the District is nullified in the manner set forth in K.S.A. 12-5246. Until the passage
of the RHID Ordinance, the Governing Body retains sole discretion on the Development Project. In
addition, the zoning commission and the City retain full discretion within existing ordinances and policy
regarding its zoning, planning, permitting and inspection requirements.
ARTICLE III
RURAL HOUSING INCENTIVE DISTRICT
3.1 Preliminary Resolution. Governing Body has heretofore adopted Resolution
No. 22-8023 (the "Preliminary Resolution"), which made certain findings pursuant to the Rural Housing
Incentive District Act, relative to the need for housing in the City and declaring an intent to establish rural
housing incentive districts within the City.
3.2 Department of Commerce Finding. Pursuant to the Preliminary Resolution, the City
caused to be prepared a Housing Needs Analysis and forwarded the same with the Preliminary Resolution,
to the Kansas Secretary of Commerce. On [ 2022], the Kansas Secretary of Commerce issued
a letter to the City making certain findings required by the Rural Housing Incentive District Act, and
approved the City's ability to establish rural housing incentive districts.
3.3 Further Proceedings. City has caused to be prepared the Development Plan in accordance
with the provisions of the Rural Housing Incentive District Act, and plans to consider a resolution calling
a public hearing relative to the Development Plan, conduct a public hearing, and consider the RHID
Ordinance approving the Development Plan and establishing the District. The District will be deemed to
be established at the time the RHID Ordinance is passed by the Governing Body and published as required
by law. The Parties acknowledge that the creation of the District is subject to nullification in the manner
set forth in K.S.A. 12-5246.
ARTICLE IV
CONSTRUCTION
4.1 Concept Site Plan.
(a) Developer, at its cost, has had prepared the Concept Site Plan, which is hereby approved
by the Parties. Notwithstanding anything to the contrary herein, the City's acceptance of the Concept Site
Plan is not acceptance of the final site plan as required by the City ordinances and the City retains full and
complete discretion to review, modify and approve or not approve such final site plan through its normal
planning, zoning and permitting process.
600596.20002DEVELOPMENT AGREEMENT v.3
(b) Developer will promptly notify City in writing of any proposed Material Changes to the
Concept Site Plan at least 60 days prior to the implementation of any such Material Change, including a
description of the Material Change and reasons therefore, including any supporting documentation
requested by the City. The City will respond in writing within 45 days after receipt of the notice and all
requested supporting documentation. Developer may implement a proposed Material Change to the
Concept Site Plan only with the advance written consent of the City or if such notice is not responded to
pursuant to the timelines above.
(c) Developer may make changes which are not Material Changes to the Concept Site Plan or
any aspect thereof as site conditions or other issues of feasibility may dictate or as may be necessary or
desirable in the sole determination of Developer to enhance the economic viability of the Development
Project, with approval from the City Manager or the City Manager's designee provided that such approval
will not act as a waiver, alteration, or replacement of any required zoning, planning, permitting and
inspection requirements.
4.2 Project Milestones and Schedule. The Developer agrees to meet the Project Milestones
not later than the times set forth in Exhibit F or the Developer will be in material breach of this Agreement.
4.3 Development Project Construction.
(a) Developer will construct the Development Project in a good and workmanlike manner in
accordance with the terms of the Development Plan and this Agreement and as set forth in the Construction
Plans. Notwithstanding anything to the contrary herein, all work on the Development Project will comply
with existing City codes, rules and regulations. If Developer or a Related Party serves as general contractor
or a sub -contractor for the Development Project, Developer or such Related Party will not charge more for
such services than a third -party contractor would customarily charge for such services, as determined by
such documentation that is requested by and acceptable to the City in the City's discretion. All work on
the Development Project will be inspected by City staff during construction as if this Agreement did not
exist.
(b) Developer may enter into one or more construction contracts to compete the Work for the
Development Project. Prior to the commencement of construction of the Development Project, Developer
will obtain, or will require that any such contractor obtain, the insurance required in Section 6.8 hereof and
will deliver evidence of such insurance to City.
(c) Promptly after Substantial Completion of the Work with respect to the Development
Project in accordance with the provisions of this Agreement, Developer will furnish to City a Certificate of
Substantial Completion in the form attached hereto as Exhibit D. The City will, within thirty (30) days
following delivery of each Certificate of Substantial Completion, cavy out such inspections as it deems
necessary to (i) verify reasonable satisfaction with, and the accuracy of, the certifications contained in each
Certificate of Substantial Completion, and (ii) verify, in the City's reasonable discretion, that the
Development Project have been constructed to meet or exceed City quality standards and comply with all
applicable City code and permitting requirements, such verification not to be unreasonably withheld. Each
Certificate of Substantial Completion will be accepted or rejected by the City in its discretion, but
acceptance will not be unreasonably withheld. If a Certificate of Substantial Completion is rejected by the
City, the City will furnish Developer with specific written objections to the status of the Work, describing
such objections and the measures required to correct such objections in reasonable detail.
4.4 Internal Infrastructure Improvements Construction.
600596.20002DEVELAPMENT AGREEMENT v.3
(a) Developer will construct, at its cost, the Internal Infrastructure Improvements in a good
and workmanlike manner in accordance with the Plans and Specifications approved by City and in
compliance with the Project Milestones. Developer will complete the Internal Infrastructure Improvements
prior to commencement of any vertical construction unless Developer complies with a safety plan approved
by the Fire Marshall, which will be attached hereto as Exhibit J. If Developer or a Related Party serves as
general contractor or sub -contractor for the Internal Infrastructure Improvements, Developer or such
Related Party will not charge more for such services than a third -party contractor would customarily charge
for such services, as determined by such documentation that is requested by and acceptable to the City in
the City's discretion.
(b) Developer is responsible for securing any rights-of-way and/or easement rights from
private parties necessary to improve or build the Internal Infrastructure Improvements and City will
reasonably cooperate with Developer with respect to any such acquisition. All costs associated with the
acquisition of rights-of-way and/or easements from third -parties unrelated to Developer will be considered
an Eligible Cost. City will reasonably cooperate with Developer in obtaining all necessary permits for
construction of the Internal Infrastructure Improvements in accordance with the City's standard permitting
process.
(c) Developer may enter into one or more construction contracts to complete the Work for the
Internal Infrastructure Improvements. Prior to the commencement of construction of the Internal
Infrastructure Improvements, Developer will obtain or will require that any such contractor obtain, the
insurance required by Section 6.8 hereof and will deliver evidence of such insurance to City.
(d) Promptly after Substantial Completion of the Work with respect to the Internal
Infrastructure Improvements, or a phase thereof, in accordance with the provisions of this Agreement,
Developer will furnish to City a Certificate of Substantial Completion in the form attached hereto as
Exhibit D. The City will, within thirty (30) days following delivery of each Certificate of Substantial
Completion, carry out such inspections as it deems necessary to (i) verify reasonable satisfaction with, and
the accuracy of, the certifications contained in each Certificate of Substantial Completion, and (ii) verify,
in the City's reasonable discretion, that the Internal Infrastructure Improvements have been constructed to
meet or exceed City quality standards and comply with all applicable City code and permitting
requirements. Each Certificate of Substantial Completion will be deemed accepted by City unless, prior to
the end of such 30 -day period after delivery to City of each Certificate of Substantial Completion, City
furnishes Developer with specific written objections to the status of the Work, describing such objections
and the written objections to the status of the Work, describing such objections and the measures required
to correct such objections in reasonable detail.
(e) After Substantial Completion of the Internal Infrastructure Improvements and verification
by the City, in the City's reasonable discretion, that the Internal Infrastructure Improvements have been
constructed to meet or exceed City quality standards and comply with all applicable City code and
permitting requirements, Developer will dedicate to the City, and the City will accept, title to the Internal
Infrastructure Improvements. Following such dedication, City will be responsible, at its sole cost and
expense, for all operating and capital costs for the dedicated Internal Infrastructure Improvements from that
date forward, and will maintain the dedicated Internal Infrastructure Improvements in a manner consistent
with similar public improvements in the City. Notwithstanding the foregoing, Developer may, at its sole
discretion and expense, enhance the maintenance of operation of the Internal Infrastructure Improvements
for the betterment of the Development Project with prior consent of the City.
4.5 Construction Permits and Approvals. Before commencement of construction or
development of any buildings, structures or other work or improvements, the Developer shall secure or
cause to be secured any and all permits and approvals which may be required by the City and any other
FUT111a MI0111m]
governmental agency having jurisdiction as to such construction, development or work. Such permits and
approvals may be obtained by Developer in phases corresponding to particular stages of construction.
4.6 No Waiver. 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 city building code and applicable State law. The Developer acknowledges that satisfaction of
certain conditions contained in this Agreement require the reasonable exercise of the City's discretionary
zoning authority by the City's planning commission and governing body in accordance with the City's
zoning ordinance, the City building code and applicable State law.
4.7 Land Use Restriction. The Developer agrees that the Property will be utilized for
residential purposes only and all other types of land uses are prohibited in the Development Project or on
the Property unless approved in writing by the City prior to the execution of a letter of intent, lease or prior
to the sale of land.
4.8 Sale of Constructed Homes. The Developer acknowledges that the City is willing to
permit the Developer Project to participate in the rural housing incentive program in order to increase the
supply of certain types of available homes within the City. Therefore, all residential units constructed as
part of the Developer Project will meet the requirements set forth on Exhibit G (the "Required Housing
Standards"), or the Developer will be in material default of this Agreement.
600596.20002DEVELOPMENT AGREEMENT v.3
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ARTICLE V
FINANCING OBLIGATIONS
5.1 Financing of Internal Infrastructure Improvements.
(a) The City, in its sole discretion and at any time, may elect to fund a portion of the Eligible
Costs of the Internal Infrastructure Improvements through funds other than RHID Funds. The City will be
entitled to reimbursement of all Eligible Costs paid by the City on a pro -rata basis from each distribution
ofRHID Funds.
(b) The County, in its sole discretion and at any time, may elect to fund a portion of the Eligible
Costs of the Internal Infrastructure Improvements. The County will be entitled to reimbursement of all
Eligible Costs paid by the County on a pro -rata basis from each distribution of RHm Funds in accordance
with the terms of the agreement between the City and the County attached as Exhibit K.
(c) Unless funded by the City or the County, all costs of the Internal Infrastructure
Improvements will be paid in cash, or financed, by Developer. The City will use RHID Funds to reimburse
the Developer on a pro -rata basis from each distribution of RHID Funds for all or a portion of the Eligible
Costs paid by the Developer, subject to the terms of this Agreement. Reimbursements for expenses paid or
financed by the Developer will be made solely to the Developer. So long as the total amount of Eligible
Costs requested for reimbursement by the Developer does not exceed the actual amount expended by the
Developer for such use or 110% of the total set forth on Exhibit C, the Developer may seek reimbursement
of any particular line item on Exhibit C not exceeding 120% of the amount stated therein.
(d) For clarity, and by way of example only, pro -rata distributions of RHID Funds between the
City, the County, and the Developer will be calculated using the following methodology:
Allocated pro -rata portion
Eligible Expenses Paid of RHID Funds
City $ 500,000 6.25%
County 1,000,000 12.50%
Developer 6.500,000 81_25%
Total $8,000,000 100.00%
The allocation of RHID Funds will be recalculated when necessitated by a change in submitted Eligible
Expenses by a party or a reduction in allowable Developer Eligible Expenses pursuant to this Agreement.
Recalculations of the RHID Funds allocation will apply on a prospective basis only.
5.2 Request for Reimbursement. The Developer will certify all costs and expenditures to be
made in connection with the Eligible Costs in accordance with the following:
(a) The Developer will submit to the City a Request for Reimbursement in the form attached
hereto as Exhibit E setting forth the amount for which reimbursement is sought and an itemized listing of
the related Internal Infrastructure Improvements.
(b) Each Request for Reimbursement will be accompanied by such bills, contracts, invoices,
or other evidence reasonably satisfactory to the City to document that payment has been made by the
Developer for such Eligible Costs.
(c) The Developer, at its cost, will engage a licensed appraiser to perform an appraisal of the
Property and submit the final report to the City reflecting the market value of the Property. Eligible Costs
600596.20002DEVE.OPMENT AGREEMENT v.3
for property acquisition will be limited to the lesser of (i) the stated market value in the final appraisal report
and (ii) the actual purchase price for the Property reflected by documentation reasonably satisfactory to the
City.
5.3 Reimbursement. The City will have 30 calendar days after receipt of any Request for
Reimbursement to review and respond by written notice to the Developer. if the submitted documentation
demonstrates that: (1) the Request for Reimbursement shows payment of the Eligible Costs; (2) the expense
was incurred; (3) the Developer is not in default under this Agreement; (4) the costs were not financed with
direct funds from third parties other than financing institutions (i.e. American Rescue Plan funding); and
(5) the City has not discovered any fraud on the part of the Developer, then the City will approve the Request
for Reimbursement and promptly reimburse the Developer for the Eligible Costs pursuant to the terms of
this Agreement if sufficient pro -rata RHID Funds are available, and quarterly as funds become available in
the event that pro -rata RHID Funds in the City's possession are at that time insufficient. In the event the
City does not respond within such 30 -day period, the Request for Reimbursement will be deemed approved.
If the City reasonably disapproves of the Request for Reimbursement, the Parties will meet to resolve any
such differences. If a resolution is not found regarding specific cost(s), the denied cost will not be Eligible
Costs unless and until a final order from a court of competent jurisdiction is received by the City requiring
the cost to be accepted as an Eligible Cost or other written agreement of the Parties. Reimbursements will
cease upon the earlier of (a) such time as the Eligible Costs have been fully reimbursed to Developer, or
(b) 25 years after the date of the establishment of the District. The City will have no liability and/or
responsibility to Developer for any payment greater than the amounts received from the Saline County
Treasurer pursuant to the provisions of K.S.A. 12-5250(b)(2XA) as a result of the creation of the District.
5.4 Payment of City Expenses. If the Funding Agreement has not already been entered into
between the Developer and the City, then upon execution of this Agreement the Developer and City will
enter into a Funding Agreement substantially in the form attached as Exhibit I, requiring the Developer to
reimburse the City for City Expenses. All City Expenses paid by the Developer will be Eligible Costs.
ARTICLE VI
GENERAL PROVISIONS
6.1 City's Right to Terminate. In addition to all other rights of termination as provided
herein, City may terminate this Agreement at any time if:
(a) Developer defaults in or breaches any material provision of this Agreement and fails to
cure such default or breach within thirty (30) days after receipt of written notice from City of such default
or breach; or
(b) Developer fails to close on the purchase of the Property within 60 days after the creation
of the District.
6.2 Developer's Right to Terminate. In addition to all other rights of termination as provided
herein, Developer may terminate this Agreement at any time if City defaults in or breaches any material
provision ofthis Agreement (including any City default under Article Vhereof) and fails to cure such default
or breach within 30 days after receipt of written notice from Developer of such default or breach.
6.3 Successors and Assigns.
(a) This agreement will be binding on and inure to the benefit of the Parties and their respective
heirs, administrators, executors, personal representatives, agents, successors and assigns.
600596.20002DEVELOPMENT AGREEMENT v.3
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(b) Until Substantial Completion of the Development Project has occurred, the obligations of
Developer under this Agreement may not be assigned in whole or in part without the prior written approval
of City, which approval will not be unreasonably withheld, conditioned, or delayed upon a reasonable
demonstration by Developer of the proposed assignee's experience and financial capability to undertake
and complete all portions of the Work with respect to the Development Project and the Internal
Infrastructure Improvements, all in accordance with this Agreement. Notwithstanding the foregoing,
Developer is permitted to subcontract the construction of any portion of the Development Project or Internal
Infrastructure Improvements without the consent of City but Developer will remain liable under this
Agreement.
(c) The City hereby approves, and no prior consent will be required in connection with:
(1) the right of Developer to encumber or collaterally assign its interest in the Property
or any portion thereof or any interest in the Agreement to secure loans, advances or extensions of
credit to finance or from time to time refinance all or any part of the Eligible Costs, or the right of
the holder of any such encumbrance or transferee of any such collateral assignment;
(2) the right of Developer to assign Developer's rights, duties and obligations under
the Agreement to a Related Party; or
(3) the right of Developer to sell or lease individual portions of the Property in the
ordinary course of the development of the Development Project;
provided that in each such event Developer named herein will remain liable hereunder for the Substantial
Completion of the Development Project, and will be released from such liability hereunder only upon
Substantial Completion of the Development Project.
6.4 Remedies.
(a) If the Developer reasonably believes that it will fail to meet a Project Milestone set forth
on Exhibit F, the Developer will give notice to the City summarizing the expected delay and the cause of
the expected delay (the "Delay Notice"). The Delay Notice may include data reflecting an adverse change
in housing market conditions, including but not limited to changes in the average mortgage interest rates
and local sales statistics set forth on Exhibit L.
(1) Within 60 days following delivery of a Delay Notice to the City, the Developer
will appear before the Governing Body to discuss the Delay Notice and Project Milestones.
(2) If the Developer fails to meet the Project Milestones set forth on Exhibit F, the
Governing Body may reduce the total Eligible Costs to be reimbursed to Developer as set forth on
Exhibit F. Notwithstanding the foregoing, if Developer fails to meet a Project Milestone and such
failure continues for 6 months after the date set forth on Exhibit F, the City may pursue any remedy
available pursuant to Section 64(b) or 6.4(d) without the necessity of the applicable notice and
cure periods.
(3) If:
(A) the Developer has met the first Project Milestone regarding completion of
the first 1/3 of proposed units, and
600596.20002DEVEt.OPMENT AGREEMENT v.3
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(B) the Developer and the Governing Body do not agree to a modification of
the Project Milestone dates at a meeting to discuss a properly submitted Delay Notice, and
(C) the Governing Body elects to reduce the total Eligible Costs to be
reimbursed pursuant to Section 6.4(a)(2), and
(D) the MLS Days on Market is greater than 135 based upon most recent
available report or the average 30 -year mortgage loan interest rate is greater than 10%
according to the most recent available Mortgage Bankers' Association data,
then the Developer may notify the City in writing that it elects to reduce the project size (the
"Market Change Notice") and not continue with further Project Milestone requirements. Upon
receipt of the Market Change Notice, the Developer may not submit any further Requests for
Reimbursement and when reimbursing the Developer for Eligible Costs pursuant to an approved
Request for Reimbursement, the City wil l only use RHID Funds attributable to the houses that have
been completed as of the date of the Market Change Notice.
(b) Except as otherwise provided in this Agreement and subject to Developer's and City's
respective rights of termination, in the event of any breach of any term or condition of this Agreement by
either Party, or any successor, the breaching Party (or successor) will, upon written notice from the other
Party specifying such claimed breach, proceed immediately to cure or remedy such breach, and will, in any
event, within 30 days after receipt of notice, cure or remedy such default. If the breach is not cured or
remedied, the aggrieved Party may hold the breaching Party in default of this Agreement and there upon
may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such
default or breach, including, but not limited to proceedings to compel specific performance by the defaulting
or breaching Party, withholding funds received pursuant to K.S.A. 12-5250(b)(2XA) and/or repeal of the
ordinance establishing the District. For purposes of this Section 6.4, no Party may be deemed in default of
this Agreement unless and until it has received notice of any claimed breach and has been given an
opportunity to cure the same.
(c) Notwithstanding any other provision of this Agreement, in no event will the Developer or
the City, its Governing Body members, officers, employees, agents or independent contractors ever be
liable for any punitive, special, incidental, or consequential damages in connection with this Agreement.
For purposes of this Section 6.4, consequential damages include, but are not limited to, lost profits, lost tax
revenue, or other similar losses which are not direct out-of-pocket costs incurred by the non -defaulting
Party. Any monetary damages owed by the City will be limited to and will only be payable from the
Developer's pro -rata portion of RHID Funds actually received by the City as a result of the creation of the
District.
(d) Notwithstanding any other provision of this Agreement, if Developer defaults in or
breaches any material provision ofthis Agreement and fails to cure such default or breach within thirty (30)
days after receipt of written notice from City of such default or breach, the City may deem Developer's
Eligible Expenses to be $0 and continue to collect and distribute RHID Funds on a pro -rata basis between
the City and the County until each of the City and the County is fully reimbursed for its Eligible Expenses,
after which the City may terminate this Agreement and repeal the Ordinance establishing the District.
6.5 Force Majeure. Neither City nor Developer nor any successor in interests will be
considered in breach or default of their respective obligations under this Agreement, and times for
performance of obligations hereunder will be extended in the event of any delay caused by force majeure,
including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; act
of terror; war; shortage of delay in shipment of material or fuel; acts of God; unusually adverse weather or
600596.20002DEVELDPMENT AGREEMENT v.3
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soil conditions; unforeseen site conditions that render the site economically or physically undevelopable
(as a result of additional cost or delay); pandemics, or any other cause or contingency similarly; or other
causes beyond the Parties' reasonable control, including but not limited to, any litigation, court order or
judgment resulting from any litigation affecting the validity of this Agreement; provided that such event of
force majeure will not be deemed to exist as to any matter initiated or unreasonably sustained by Developer,
and further provided that Developer notifies city in writing within thirty (30) days of the commencement
of such claimed event of force majeure.
6.6 Notices. Any notice, demand or other communication required by this Agreement to be
given by either Party hereto to the other will be in writing and will be sufficiently given or delivered if
dispatched by certified United State first class mail, postage prepaid, or delivered personally,
a. In the case of Developer, to:
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
b. In the case of City, to:
City of Salina, Kansas
Attention: City Manager
300 W. Ash Street
Salina, Kansas 67401
Email: mike.schrage@salina.org
Phone: (785) 309-5700
With a copy to:
Clark, Mize & Linville, Chid.
Attn: Greg A. Bengtson, Esq.
129 S. 8'h Street
Salina, Kansas 67402
Email: zabengtsonna,cml-law.com
Phone: (785) 823-6325
Or to such other address with respect to either Party as that Party may, from time to time, designate in
writing and forward to the other as provided in this Section 6.6.
6.7 Conflicts of Interest.
(a) No member of the Governing Body or any branch of City's government who has any power
of review or approval of any of Developer's undertakings, or of City's contracting for goods or services for
Aero Plains Phase One Development, will participate in any decisions relating thereto which affect that
member's personal interests or the interests of any corporation or partnership in which that member is
directly or indirectly interested. Any person having such interests will immediately, upon knowledge of
such possible conflict, disclose, in writing, to the Governing Body the nature of such interest and seek a
determination by the Governing Body with respect to such interest and, in the meantime, will not participate
in any actions or discussions relating to the activities herein proscribed.
(b) The Developer warrants that it has not paid or given and will not pay or give any officer,
employee or agent of the City any money or other consideration for obtaining this Agreement. The
Developer further represents that, to its best knowledge and belief, no officer, employee or agent of the City
who exercises or has exercised any functions or responsibilities with respect to the project during his or her
tenure, or who is in a position to participate in a decision making process or gain insider information with
regard to the project, has or will have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit
therefrom, which is part of the project at any time during or after such person's tenure.
600596.20002DEVELOPMENT AGREEMENT v.3
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6.8 Insurance; Damage or Destruction.
(a) Developer will cause there to be insurance coverage as hereinafter set forth at all times
during the process of constructing the Work and, from time to time at the request of City, will furnish City
with proof of payment of premiums on:
(1) Builder's Risk insurance, written on Completed Value Basis in an amount equal to
one hundred percent (100%) of the insurable value of the Work at the date of completion, and with
coverage available in non -reporting form on the so called "all risk" form of policy. The interest, if
any, of City will be protected in accordance with a clause in form and content satisfactory to City;
and,
(2) Commercial general liability insurance (including operations, operations of
subcontractors, completed operations and contractual liability insurance) together with an owner's
contractor's policy, with limits against bodily injury and property damage of not less than Three
Million Dollars ($3,000,000.00) per occurrence (to accomplish the above required limits, an
umbrella excess liability policy may be used); and
(3) Workers Compensation insurance, with statutorily required coverage, including
employer's liability of not less than One Million Dollars ($1,000,000).
(b) The policies of insurance required pursuant to clauses (1) and (2) above will be in form
and content reasonably satisfactory to City and will be placed with financially sound and reputable insurers
licensed to transact business in the State of Kansas with general policy holder's rating of not less than A -
and a financial rating of A- as rated in the most current available "Best's" insurance reports. The Developer
will give not less than 30 days advance written notice to the City in the event of cancellation of such policy
or change affecting the coverage thereunder. All policies of insurance required pursuant to this section will
name City as an additional insured and/or loss payee. Developer will deliver to City evidence of all
insurance to be maintained hereunder, prior to the City signing the Agreement.
6.9 Inspection. Developer will allow City and its employees, agents and representatives to
inspect, upon request, all architectural, engineering, demolition, construction and other contracts and
documents pertaining to the construction of the Work as City determines is reasonable and necessary to
verify Developer's compliance with the terms of this Agreement.
6.10 Choice of Law. This Agreement will be deemed to have been fully executed, made by the
Parties in, and governed by the laws of State of Kansas for all purposes and intents.
6.11 Entire Agreement; Amendment. The Parties agree that this Agreement, the
Development Plan, and the Funding Agreement, collectively constitute the entire agreement between the
Parties and that no other agreements or representations other than those contained in this Agreement have
been made by the Parties. This Agreement may be amended only in writing and effective when signed by
the authorized agents of the Parties.
6.12 Counterparts. This Agreement is executed in multiple counterparts, each of which
constitute one and the same instruments.
6.13 Severability. if any term or provision of this Agreement is held to be unenforceable by a
court of competent jurisdiction, the remainder will continue in full force and effect, to the extent the
remainder can be given effect without the invalid provision.
600596.20002DEVE.OPMENT AGREEMENT v.3
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6.14 Representatives Not Personally Liable. No elected or appointed official, agent,
employee or representative of City will be personally liable to Developer in the event of any default or
breach by any Party under this Agreement or for any amount which may become due to any Party or on
any obligations under the terms of this Agreement.
6.15 Legal Actions. If a third party brings an action against City, or any officials, agents,
employees or representatives thereof contesting the validity or legality of any of the terms of this
Agreement, or the ordinance approving this Agreement, Developer may, at Developer's option but only
with City's consent, assume the defense of such claim or action (including without limitation, to settle or
compromise any claim or action for which Developer has assumed the defense) with counsel of Developer's
choosing. The Parties expressly agree that so long as no conflicts of interest exist between them, the same
attorney or attorneys may simultaneously represent City and Developer in any such proceeding; provided,
Developer and its counsel will consult with City throughout the course of any such action and Developer
will pay all reasonable and necessary costs incurred by City in connection with such action. If such defense
is assumed by Developer, all costs of any such action incurred by City will be promptly paid by Developer.
If City refuses to permit Developer to assume the defense of any action, then costs incurred by City will be
paid by City.
6.16 Release and Indemnification. Notwithstanding the expiration, termination or breach of
this Agreement by either Party, the indemnifications and covenants contained in this Section 616 will,
except as otherwise expressly set forth herein, survive such expiration, termination or breach of this
Agreement by Parties hereto.
(a) Notwithstanding anything herein to the contrary, City and its Governing Body members,
officers, agents, servants, employees and independent contractors will not be liable to Developer for
damages or otherwise in the event that any ordinance, order or resolution adopted in connection with this
Agreement is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of
appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason
thereof either City is prevented from performing any of the covenants and agreements herein or Developer
is prevented from enjoying the rights and privileges hereof.
(b) Developer releases from, agrees to indemnify and hold harmless City, its Governing Body
members, officers, agents, servants and employees against, and covenants and agrees that City and its
Governing Body members, officers, agents, servants, employees and independent contractors will not be
liable for, any loss or damage to property or any injury to or death of any person occurring at or about or
resulting from any defect in the acquisition of the Property or construction of the Work including any and
all claims arising from the acquisition of the Property, including, but not limited to, location of hazardous
wastes, hazardous materials or other environmental contaminants on the Property, including all costs of
defense, including attorney's fees, except for those matters rising out of the willful and/or wanton
negligence of City and its governing body members, officers, agents, servants, and employees.
(c) City and its Governing Body members, officers, agents, servants and employees will not
be liable for any damage or injury to the persons or property of Developer or its officers, agents, servants
or employees or any other person who may be about the Property or the Work except for matters arising
out of the willful and/or wanton negligence of City and its Governing Body members, officers, agents,
servants and employees.
(d) All covenants, stipulations, promises, agreements and obligations of City contained herein
will be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of
any of its Governing Body members, officers, agents, servants or employees in their individual capacities.
600596.20002DEVELOPMENT AGREEMENT v.3
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(e) No official, employee or representative of City will be personally liable to Developer in
the event of a default or breach by any Party to this Agreement.
(f) Developer releases from and covenants and agrees the City, its Governing Body members,
officers, employees, agents and independent contractors will not be liable for, and agrees to indemnify and
hold City, its Governing Body, members, officers, employees, agents and independent contractors harmless
from and against any and all suits, interest, claims and cost of attorney fees incurred by any of them,
resulting from, arising out of, or in any way connected with: (1) the Development Project or its approval,
(2) the construction of the Work, (3) the negligence or willful misconduct of Developer, its employees,
agents or independent contractors in connection with the management, development, and construction of
the Work, (4) the compliance by Developer with all applicable state, federal and local environmental laws,
regulations, ordinances and orders, (5) underground storage tanks located on or about the Property, (6)
friable asbestos or asbestos -containing materials at, on, or in the Property, (7) the operation of all or any
part of the Property, or the condition of the Property, including, without limitation, any environmental cost
or liability, or (8) negotiations, inspections, acquisitions, preparations, construction, leasing, operations,
and other activities of Developer or its agents in connection with or leading to the Development Project or
the Property; except that the foregoing release and indemnification will not apply in the case of such liability
arising directly out of the willful and/or wanton negligence of City or its authorized Governing Body
members, officers, employees and agents or which arises out of matters undertaken by City following
termination of this Agreement.
6.17 Tax Implications. The Developer acknowledges and represents that (1) 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 (2) the Developer is relying solely upon its own tax advisors in this
regard.
6.18 Cash Basis and Budget Laws. The Parties acknowledge and agree that the ability of the
City to enter into and perform certain financial obligations pursuant to this Agreement are subject to the
K.S.A. 10-1101 et seq. and K.S.A. 79-2935 et seq.
6.19 No Partnership. Nothing contained herein will be construed as creating a partnership
between the Parties.
6.20 Term. The term of this Agreement will commence on the Effective Date and, unless
terminated earlier as provided in this Agreement, expire on the latest of: (i) the date all Eligible Costs have
been reimbursed with RNID Funds, subject to the requirements and limitations set forth in this Agreement;
or (ii) 25 years after the date of the RHD Ordinance.
6.21 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 Parties are required, or the Parties are 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 Governing Body and for the Developer by any officer of 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.
[BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY]
600596.20002DEVELOPMENT AGREEMENT v.3
18
IN WITNESS WHEREOF, City and Developer have caused this Agreement to be executed in
their respective names and City has caused its seal to be affixed thereto, and attested as to the date first
above written.
CITY OF SALINA, KANSAS
(SEAL)
M
ATTEST:
La
City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
Mayor
This instrument was acknowledged before me on 2022, by Trent Davis, Mayor,
and JoVonna A. Rutherford, Clerk, of the City of Salina, Kansas, a Kansas municipal corporation.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVE.OPMENT AGREEMENT
(Signature Page to Development Agreement)
BUILDING KANSAS, LLC
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
This instrument was acknowledged before me on 1 2022, by
, a duly authorized Member of Building Kansas, LLC, a Kansas limited
liability company, on behalf of said limited liability company.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVEI.OPMENT AGREEMENT
(Signature Page to Development Agreement)
SCHEDULE OF EXHIBITS
Exhibit A
Property Description
Exhibit B
Property Map
Exhibit C
Eligible Costs for Aero Plains Phase One Development
Exhibit D
Certification of Substantial Completion Form
Exhibit E
Request for Reimbursement Form
Exhibit F
Project Milestones
Exhibit G
Required Housing Standards
Exhibit H
Development Plan
Exhibit I
Funding Agreement
Exhibit J
Fire Marshall Approved Safety Plan
Exhibit K
Agreement between City and County
Exhibit L
2022 Housing Market Data
600596.20002DEVELAPMENT AGREEMENT v.3
EXHIBIT A
PROPERTY DESCRIPTION
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
A portion of the North Half of the Southwest Quarter of Section 35, Township 14 South, Range 3 West of
the Sixth Principal Meridian, County of Saline, State of Kansas, being described by as follows:
Commencing at the center corner of said Section 35: thence N 89°45'10" W along the North line of said
North Half, a distance of 327.92 feet to the intersection of said North line and the Centerline of Dry Creek,
said point also being the point of beginning; thence S 01'56'22" E on said Centerline, a distance of 146.36
feet; thence S 30'47'12" W continuing on said Centerline, a distance of 413.69 feet; thence S 00°56'52" W
continuing on said Centerline; a distance of 136.71 feet; thence S 10°54'41" E continuing on said Centerline,
a distance of 406.12 feet; thence S 10043'00" W continuing on said Centerline, a distance of 240.29 feet to
the intersection of said Centerline and the North line of Wheatridge Addition to the City of Salina; thence
N 89°38'06" W on said North line, a distance of 398.86 feet; thence N 00'19'09" E continuing on said North
line, a distance of 250.32 feet; thence N 89°37'09" W continuing on said North line and it prolongation, a
distance of 1718.33 feet to the intersection of said North line's prolongation and the West right-of-way line
of the Missouri Pacific Railroad, said railroad right-of-way disclaimed by Deed Book 1232, Pages 959-961
in the Office of the Register of Deeds of Saline County; thence N 00°06'43" W on said west right-of-way
line, a distance of 1018.85 feet to the intersection of said west right-of-way line and the North line of said
North half, thence S 89045'10" E on said North line, a distance of 2294.62 feet to the point of beginning.
Said Tract contains 53.22 acres more or less.
Together with public rights-of-way and access easement areas adjacent thereto
600596.20002DEVELOPMENT AGREEMENT v.3
A-1
EXHIBIT B
PROPERTY MAP
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
1 inch = 600 feet
600596.20002DEVELOPMENT AGREEMENT v.3
B-1
EXHIBIT C
ELIGIBLE COSTS FOR
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
Category
Estimated Amount
Land Acquisition'
$ 375,250
Site Work'
3,225,000
Monument Sign/Entry/Fence
12,500
Engineering Design
220,000
Development/Legal/Accounting/Brokerage/Project
Management/Permits
Kane Law Office, LLC — Legal (RNID)
10,000
Other Legal
5,000
Project Accounting
2,400
Brokerage Fees'
292,455
Insurance
72,000
Project Mgmt.
300,000
City of Salina — Permit Fees
0
City of Salina — RHID Fees
25,000
Construction Finance
Lender — Long Term Infrastructure Interest
1,922,198
Contingency (non-bank interest not included)°
453,961
Total
$6,915,764
Subject to verification as set forth in Section 5.2 of the Agreement
' Including parking, sidewalks, earth work, sanitary sewer, storm water, electric, natural gas, streets,
landscape and fencing
120% of brokerage fees actually paid by the Developer may be deemed related to the sale of the improved
lots exclusive of vertical construction improvements and eligible for reimbursement
'Contingency amount may be utilized for any line item without consent of the City unless the total amount
to be spent on the applicable line item, including allocated Contingency, will exceed 120% of the amount
set forth above
600596.20002DEVELDPMENT AGREEMENT v.3
C-1
EXHIBIT D
CERTIFICATION OF SUBSTANTIAL COMPLETION FORM
The undersigned, on behalf of Building Kansas, LLC (the "Developer"), pursuant to Section 4.4 of the
Development Agreement dated as of [ , 2022] (the "Development Agreement") by and between
the City of Salina, Kansas, and the Developer, hereby certifies as follows. All capitalized terms used herein
have the meaning attributable to such terms in the Development Agreement.
I. The Internal Infrastructure Improvements are sufficiently complete in accordance with the
Construction Plans, excepting all punch list items, such that the Developer can occupy or utilize
the Work for its intended purpose.
2. Such portion of the Work has been completed in a good and workmanlike manner.
3. There are no mechanic's or materialmen's liens or other statutory liens on file encumbering title to
the Property; all bills for labor and materials furnished for such portion of the Work which could
form the basis of a mechanic's, materialmen's or other statutory lien against the Property have been
paid in full, and within the past four months no such labor or materials have been furnished which
have not been paid for.
4. All applicable building codes have been complied with in connection with the Work
Dated: 20
BUILDING KANSAS, LLC
an
Authorized Member
ACCEPTED:
CITY OF SALINA, KANSAS
By:
City Manager
Date:
600596.20002DEVELOPMENT AGREEMENT v.3
D- I
EXHIBIT E
REQUEST FOR REIMBURSEMENT
City of Salina, Kansas
Attention: City Manager
You are hereby requested by the undersigned, an authorized representative of Building Kansas,
LLC (the "Developer") to disburse funds held by the City in the special revenue fund created pursuant the
authority in K.S.A. 12-5250(b)(2)(A) for the Aero Plains Phase One Development project (the "Fun(T") and
set forth in the Development Agreement between the City of Salina, Kansas and the Developer for the Aero
Plains Phase One Rural Housing Incentive District dated [, 2022] (the "Agreement") to reimburse
expenditures made by the Developer for Eligible Costs (as defined in the Agreement) as described on and
in the amounts set forth in the Schedules attached to this invoice and incorporated herein by this reference
(the "Schedules").
I hereby certify that the amounts requested in the attached Schedules have been paid by the
Developer in payment of costs that are Eligible Costs, as defined in the Agreement.
1 further certify that no part of the amounts set forth in the Schedules have been the basis for any
previous withdrawal of any moneys from the Fund.
I further certify that no part of the amounts set forth in the Schedules have been paid by direct funds
from third parties other than financing institutions (i.e. American Rescue Plan funding).
I further certify that the Developer is not in default of any provisions of the Agreement, including
but not limited to the compliance with the Required Housing Standards.
Attached to the Schedules is a description of the nature of the item billed, a reference to which type
of Eligible Cost the expense applies to under the Rural Housing Incentive Act and the Agreement, and a
copy of the contract, invoice or other billing for the Eligible Costs for which Developer seeks
reimbursement, along with copies of checks, evidence of wire transfers or other evidence of payment by
the Developer of such Eligible Costs and hereby certify that such copies are true and accurate copies of the
original documents. Developer acknowledges that any reimbursements will be made in accordance with
the Agreement.
Dated: 120
BUILDING KANSAS, LLC
Authorized Member
6005%.20002DEVEI.OPMENT AGREEMENT v.3
E-1
Invoice Reimbursement Schedule
Pursuant Section 5.1 of the Agreement, I hereby request reimbursement of the amounts specified
below and I certify that the description of the purchase or nature of each payment is reasonable, accurate
and complete and that Developer has previously paid such Eligible Costs:
Payee Name Date of Payment Purpose or Nature of Payment Amount
1.
2.
3.
4.
5.
6.
Total Expenses $
Developer Signature
Note: Copies of bills, contracts, checks and other evidence reflecting the amounts shown above (as
described in Section 5.2 of the Agreement) should be attached to this Schedule.
600596.20002DEVELOPMENT AGREEMENT
E-2
EXHIBIT F
PROJECT MILESTONES
600596, 20002DEVELOPMENT AGREEMENT v.3
F-1
Monthly Reduction for
Date
Obli ation
Failure to Comply
120 days after
Commencement of construction
expiration of
nullification period
set forth in K.S.A.
12-5246
18 months after
Completion of at least 1/3 of the planned
2.5%
commencement of
townhome units available for sale and all
construction
associated Internal Infrastructure
Improvements
30 months after
Completion of at least 2/3 of the planned
2.5%
commencement of
townhome units available for sale and all
construction
associated Internal Infrastructure
Improvements
36 months after
Completion of all planned townhome units
2.5%
commencement of
available for sale and all associated Internal
construction
Infrastructure Improvements
600596, 20002DEVELOPMENT AGREEMENT v.3
F-1
EXHIBIT G
REQUIRED HOUSING STANDARDS
TypeA
Type B
Type C
(Gulfstream)
(Lear)
(Cessna)
Maximum Initial Sales Price
$250,000
$250,000
$225,000
Minimum Finished Square Feet
1668
1540
1057
Minimum Number of Bedrooms
3
3
2
Minimum Number of Bathrooms
3
3
2
Minimum Level of Finish
See attached
spec sheet G -I
'First sale to an owner -occupant unaffiliated with the Developer or a Related Party
600596.20002DEVELOPMENT AGREEMENT v.3
G-1
EXHIBIT G-1
TOWNHOME SPEC SHEET
Building Kanas, LLC is presenting the Aero Plains Addition. The Aero Plains Addition will bring 2 and 3
bedroom townhomes to the Salina housing market that are affordable, high quality, spacious, and energy
efficient.
Each floorplan features either 2 bedrooms with 2 bathrooms or 3 bedrooms with 3 bathrooms. All
townhomes include a 2 car attached garage. The townhomes will range in size from 1,057 to 1,682 square
feet. The exteriors will all have hardie board siding, low E double pane vinyl windows, heritage shingles,
and seamless gutters/downspouts. All townhomes will meet the State of Kansas Moderate Income Housing
(MIH) specs as well as the adopted IRC efficiency codes for the City of Salina. The interior finishes include
long lasting solid surface countertops (granite or quartz) in the kitchens and all bathrooms. The interiors
will all have panel doors with matching painted trim. All interior walls will be painted sheetrock and the
ceilings will be textured. The kitchens will all have high quality stainless steel appliances to include a
refrigerator, stove, dishwasher, and microwave. Each townhome will have a pantry and laundry room
adjacent to the kitchen area. The cabinets will all have panel doors and soft close hinges/drawer slides.
Quality plumbing and lighting fixtures as well as modem energy efficient bubs will be used throughout all
homes. Luxury vinyl plank floors will be used in the kitchen, living, dining, hallway, and bathroom areas.
Bedroom floors and stairways will be covered in high grade carpeting. Every townhome built in Aero
Plains will have an emphasis on efficiency, with upgraded R 15+ insulation for the exterior walls and R40+
for the ceiling insulation. We are complimenting the increased R values with high efficiency furnaces
(90%+ efficient) and air conditioning units. Every townhome built in Aero Plains will also ensure the safety
of the occupants with an in -ground storm shelter built into the floor of each garage.
600596.20002DEVELOPMENT AGREEMENT v.3
G-2
EXHIBIT H
DEVELOPMENT PLAN
[SECTION INTENTIONALLY LEFT BLANK - REDUNDANT TO THIS DOCUMENT]
600596.20002DEVELOPMENT AGREEMENT v.3
H-1
EXHIBIT I
FUNDING AGREEMENT
FUNDING AGREEMENT
(AERO PLAINS PHASE ONE RURAL HOUSING INCENTIVE DISTRICT)
This Funding Agreement ("Agreement') is entered into as of , 2022, between
the CITY OF SALINA, KANSAS ("City"), and BUILDING KANSAS, LLC ("Developer").
RECITALS
WHEREAS, the City is a political subdivision organized and existing under the laws of the State of
Kansas (the "State"); and
WHEREAS, the Developer is a Kansas limited liability company engaged in the business of
development with its principal office located at 119 West Iron, Suite 700, Salina, Kansas 67402, and the
Developer and the City anticipate negotiating and entering into a Development Plan and Agreement,
whereby the Developer will develop real property by constructing approximately 150 townhome units, and
all related internal infrastructure improvements at a proposed residential development consisting of
approximately 53 acres generally located northeast of the intersection of Centennial Road and Schilling
Road (the "Project'); and
WHEREAS, Developer has acquired the real property where the Project will be developed and has
requested the City create a rural housing incentive district pursuant to K.S.A. 12-5241 et seg. to finance all
or a portion of the public infrastructure to serve the Project (the "Request'); and
WHEREAS, the City has requested that the Developer negotiate and enter into a Development
Agreement for the Project in exchange for the City performing certain services set forth herein; and
WHEREAS, the City does not have a source of funds to finance costs incurred by the City for
legal, financial, planning, inspection, and other services, or for direct out-of-pocket expenses and other
reasonable costs resulting from services rendered to the Developer to review, evaluate, process, and inspect
the Project and the Request (collectively, the "Charges"); and
WHEREAS, the parties desire to enter into this Agreement to provide for the funding of
consultants used by the City to review, evaluate, process and inspect the Project and the Request and to
provide an inducement to the Developer to assume such costs.
AGREEMENT
Services to be Performed by the City. The City shall:
A. Consult with the Developer on the Project in a timely manner and prepare or consult with
the Developer on the preparation of and consider the Request in accordance with the provisions of
State law, give all notices in a timely manner, make all legal publications and hold hearings as
required by State law;
B. Provide necessary staff, legal, financial, and planning assistance to prepare and present the
Request to the City Commission and to prepare and present required resolutions and ordinances to
the City Commission, including the use of outside counsel and consultants;
600596.20002\FUNDING AGREEMENT v.I
C. If the City Commission approves the Request, to provide the necessary staff, legal,
financial, planning and inspection assistance to prepare and negotiate a definitive agreement
between the City and the Developer for the implementation of the Request and the development of
the Project (the "Development Agreement');
D. If a Development Agreement is entered into, provide the necessary staff, legal, financial,
planning and inspection assistance to administer and carry out the terms of such Development
Agreement.
2. Initial De osit. In order to ensure the prompt and timely payment of the Charges, the Developer
shall establish a fund in the initial amount of Fifteen Thousand Dollars ($15,000.00) (the "Deposit") by
paying such amount to the City contemporaneously with the execution of this Agreement. The City shall
pay, in accordance with this Agreement, initial Charges from the Deposit, including the charges for
preparation of this Agreement, and shall promptly submit an itemized statement therefor to the Developer
to re-establish the Deposit so that there is always at least Ten Thousand Dollar ($10,000.00) cash balance
available against which additional charges and payments may be applied on a current basis. The City shall
submit monthly statements itemizing the Charges paid from the Deposit during the preceding month.
3. Additional Fundine.
A. The City shall submit to Developer an itemized statement for actual and reasonable
expenses necessary to perform its obligations hereunder. Such statements shall be submitted on a
monthly basis. The Developer shall pay the City the amounts set forth on such statements
(the "Additional Funds") within thirty (30) days of receipt thereof. If such funds are not so
received, the City may draw upon the Deposit and if, after such draw, there remains an unpaid
balance, such unpaid balance shall be subject to a penalty of one percent (1%) per month until paid,
but in no event shall such penalty exceed twelve percent (12%) per annum, and City shall, upon
thirty (30) days' notice and failure to cure, be relieved of any and all obligations hereunder and
under the Development Agreement until paid in full, or may terminate this Agreement pursuant to
Section 5.A. Developer shall supply the Additional Funds in a timely manner so that City activities
and assistance may continue without interruption.
B. The City and the Developer agree that the Developer shall reimburse the City for the actual and
reasonable expenses necessary to perform the City's obligations hereunder including the services of
Clark, Mize & Linville, Chtd. and Gilmore & Bell, P.C. as legal counsel for the City, and such other
special consultants and advisors as the City reasonably deems necessary to perform its obligations under
this Agreement.
4. Disbursement of Funds. The City shall disburse the Deposit and Additional Funds for
reimbursement of costs to the City on or before the thirtieth (30th) day of each month, and for consulting
fees and the payment of all out-of-pocket expenses incurred by the City in connection with the performance
of its obligations under this Agreement as payment for such expenses become due. Upon reasonable notice,
the City shall make its records available for inspection by Developer with respect to such disbursements.
5. Termination.
A. In the event the Developer fails to perform any of its obligations herein, the City may
terminate this Agreement, and any other agreement between the parties, at its sole discretion if the
Developer fails to cure the default within thirty (30) days after written notice to the Developer of
600596.20002TUNDING AGREEMENT v.I
the default. Termination by the City for reasons of an uncured default by Developer shall also
terminate any duties and obligations of the City with respect to the Development Agreement, any
other agreements between the parties, and the processing of the Developer's Request. Upon such
termination, the City shall retain the Deposit and Additional Funds, if any, necessary to reimburse
the City for all reasonable expenses incurred under this Agreement to the date of termination and
any monies due and owing to the City pursuant to any other agreements between the parties.
B. The parties hereto acknowledge that the Developer may determine to abandon the Project.
Upon notice of abandonment by the Developer, this Agreement shall terminate and the City may
terminate any other agreements between the parties and shall retain the Deposit and Additional
Funds, if any, necessary to reimburse the City for all expenses incurred under this Agreement to
the date of termination and any monies due and owing to the City pursuant to any other agreements
between the parties. Any amounts remaining from the Deposit and the Additional Funds after all
amounts have either been paid as directed by, or reimbursed to, the City shall be returned to the
Developer.
C. In the event the Deposit and Additional Funds are insufficient to reimburse the City for the
outstanding expenses of the City payable hereunder, the Developer shall reimburse the City as set
forth in Section 3. Any amounts remaining from the Deposit and the Additional Funds after all
amounts have either been paid as directed by, or reimbursed to, the City shall be returned to the
Developer.
6. Notice. Any notice, approval, request or consent required by or asked to be given under this
Agreement shall be deemed to be given if in writing and mailed by United States mail, postage prepaid, or
delivered by hand, and addressed as follows:
To the City:
City of Salina, Kansas
Attention: City Manager
300 W. Ash Street
Salina, Kansas 67401
With a copy to:
Clark, Mize & Linville, Chtd.
Attn: Greg A. Bengtson, Esq.
129 S. 8" Street
Salina, Kansas 67402
To the Developer:
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
With a copy to:
Kane Law Office
Attn: Brandon Kane, Esq.
111 W. 10th Street, Suite 16
Kansas City, Missouri 64105
Each party may specify that notice be addressed to any other person or address by giving to the other party
ten (10) days prior written notice thereof.
7. Governing Law. This Agreement shall be governed by and construed according to the laws of the
State of Kansas.
8. Counterparts. This Agreement may be executed in multiple originals or counterparts, each of which
will be an original and when all of the parties to this Agreement have signed at least one (1) copy, such
copies will constitute a fully executed and binding Agreement.
600596.20002TUNDING AGREEMENT v.l
The parties hereto have caused this Agreement to be executed by their duly authorized
representatives the day and year first above written.
CITY OF SALINA, KANSAS
ATTEST:
City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
Mayor
This instrument was acknowledged before me on , 2022, by
Mayor, and _ Clerk, of the City of Salina, Kansas, a Kansas municipal corporation.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVELOPMENT AGREEMENT v.3
I-]
BUILDING KANSAS, LLC
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF KANSAS )
SS:
COUNTY OF )
This instrument was acknowledged before me on 2022, by
a duly authorized of Building Kansas, LLC, a Kansas limited liability company, on behalf of
said limited liability company.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVELOPMENT AGREEMENT v.3
1-2
EXHIBIT J
AGREEMENT BETWEEN CITY AND COUNTY
600596.20002DEVEIAPMENT AGREEMENT v.3
J-1
EXHIBIT K
FIRE MARSHALL APPROVED SAFETY PLAN
600596.20002DEVELOPMENT AGREEMENT v.3
K-1
EXHIBIT L
2022 HOUSING MARKET DATA
600596.20002\DEVELOPMENT PLAN v.I
C-1
Eklaigab
DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
COMPREHENSIVE FINANCIAL FEASIBILITY ANALYSIS
L'in of 9a8aa, Baan,
A— Mm RMD
PSaaa 1 Frgee,
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Es P.}➢D Wemm 511.117.136
600596.200021DEVELOPMENT PLAN v.I
D-1
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Estimied
Estimated Annul Estimrted Cmdathv
Cmolatire
Year
Tax Collecdom Years Total Increment Total Iacte3oeat
Total Umits
1
2022113
s0 0
0
2
2023124
s0 so
0
3
2024425
$168.441 $168,441
so
4
202586
$336,883 $505324
100
5
202677
$505324 $1,010,649
150
6
2027128
S305,324 51,515.973
150
7
202879
$505324 $2,021,297
150
8
2029130
$505324 S2,326,622
ISO
9
2030131
5503324 $3,031946
150
10
2031112
S505,324 $3,537,270
150
11
2032/33
$305,324 54,042,395
150
12
2033/34
SSOS,324 54,547919
150
13
2034135
$505324 $5,053,243
ISO
14
2035136
5505324 55,558,568
150
15
2036137
$505324 $6,063,892
150
16
2037/38
$505,324 56,569,216
150
17
2038139
$505324 $7,074,541
ISO
I8
2039/40
5505,324 57,579,865
ISO
19
2040141
$505324 $8,085,189
ISO
20
2041/42
$505,324 58,590,514
150
21
2042143
5505324 59,095,838
150
22
2043144
5503324 $9,601,162
150
23
2044145
$505,324 S10,106,487
ISO
24
2045/46
$505,324 $10,611,811
ISO
25
2046147
$303324 $11,117,136
ISO
600596.200021DEVELOPMENT PLAN v.I
D-1
5. Development Agreement
DEVELOPMENT AGREEMENT
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into effective as of
f 2022) (the "Effective Date"), by and between the CITY OF SALINA, KANSAS, a
municipal corporation of the State of Kansas ("City"), and BUILDING KANSAS, LLC, a Kansas limited
liability company engaged in the business of development with its principal office located at 119 West Iron,
Suite 700, Salina, Kansas 67402 ("Developer"). The City and the Developer are each a "Party" and
collectively the "Parties."
RECITALS
A. Developer has acquired real property located within the boundaries of City and described
on Exhibit A attached hereto and incorporated herein by reference (the "Property").
B. Developer desires to develop the Property by constructing the "Aero Plains Phase One"
residential development and all related internal infrastructure improvements ("Aero Plains Phase One
Development'), all as more fully described herein.
C. City has determined that the construction of Aero Plains Phase One Development will
foster the economic development of City and surrounding area of Saline County, Kansas.
D. The Parties are authorized to enter into this Agreement and to complete the responsibilities
set forth herein with respect to Aero Plains Phase One Development.
AGREEMENT
NOW THEREFORE, in consideration of the premises and promises contained herein and other
good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
1.1 Definitions. As used in this Agreement, the following words and terms have the meaning
set forth below:
"Agreement" means this Development Agreement, as the same may be from time to time
modified, amended or supplemented in writing by the Parties hereto.
"City" means the City of Salina, Kansas.
"City Expenses" means all legal and professional costs, fees and expenses incurred by City with
regard to the preparation of this Agreement, the Funding Agreement, and any and all other Ordinances,
Resolutions or other documents necessary for implementation of the District as well as for representation
and appearances of legal counsel at any hearings or proceedings required to implement the District.
"Concept Site Plan" means the site development plan prepared by a licensed professional
engineer, or firm thereof, acceptable to City, depicting the conceptual program for construction of the
Development Project and the Internal Infrastructure Improvements.
600596.20002DEVEt.OPMENT AGREEMENT v.3
"Construction Plans" means plans, drawings, specifications and related documents, and
construction schedules for the construction of the Work, together with all supplements, amendments or
corrections.
"County" means Saline County, Kansas.
"Developer" means Building Kansas, LLC, a Kansas limited liability company, or its permitted
successors or assigns.
"Development Costs" means the total amount spent or expected to be spent by Developer to
construct the Work.
"Development Plan" means the Development Plan prepared by the City in accordance with the
provisions of the Rural Housing Incentive District Act and approved by the Developer, a copy of which is
attached hereto at Exhibit H.
"Development Project" means single family residential units and auxiliary structures to be
constructed on the Property in accordance with the Concept Site Plan.
"District" means the Aero Plains Phase One Rural Housing Incentive District to be established
pursuant the Rural Housing Incentive District Act and the RHID Ordinance.
"Eligible Costs" means the City Expenses, Property acquisition costs, and that portion of the costs
of the Internal Infrastructure Improvements which are reimbursable to the Developer pursuant to the
provisions of K.S.A. 12-5249, including associated legal, engineering and project finance costs, all as more
specifically described on Exhibit C attached hereto and incorporated herein by this reference, but excludes
costs paid with or reimbursed from direct funds from third parties other than financing institutions (i.e.
American Rescue Plan Funding from the City or the County, Moderate Income Housing grants, Kansas
Housing Investor Tax Credit Act, etc.). For clarity, funds from third parties other than financing institutions
(i.e. American Rescue Plan Funding from the City or the County, Moderate Income Housing grants, Kansas
Housing Investor Tax Credit Act, etc.) that are not allocated or used to pay for the costs listed on Exhibit C
will not reduce eligibility.
"Funding Agreement" means the funding agreement between the City and the Developer, dated
2022], relating to the Developer providing a source of funds to the City to finance costs incurred
by the City for legal, financial, planning, inspection, and other services, or for direct out-of-pocket expenses
and other reasonable costs resulting from services rendered to the Developer to review, evaluate, process,
and inspect the Project and actions related thereto.
"Governing Body" means the City Commission of the City of Salina, Kansas.
"Internal Infrastructure Improvements" means the electric, gas, water, sewer, storm sewer, and
street improvements necessary for Aero Plains Phase One Development and located within the boundaries
of the Property, including engineering costs, any costs of right-of-way and appurtenances related thereto,
as set forth on the approved plat for Aero Plains Phase One Development, all as more specifically described
on Exhibit C attached hereto and incorporated herein by this reference.
"Material Change" means any change in the Concept Site Plan that significantly affects the nature
of the Internal Infrastructure Improvements, modifies the number of single family residences by 5% or
600596.20002DEVELOPMENT AGREEMENT v.3
more, or increases/decreases the cost of the Development Project by 10% or more for each change or 20%
in the aggregate.
"Market Change Notice" means a notice delivered from the Developer to the City pursuant to
Section 6.4.
"Mayor" means the Mayor of the City of Salina, Kansas or their duly authorized agent.
"MLS Days on Market" means the number of days on market for homes closed in the $200,000
- $249,999 price range according to the monthly MLS data report for the Salina housing market.
"Plans and Specifications" means the plans and specifications for the Internal Infrastructure
Improvements prepared by a licensed professional engineer, or firm thereof, acceptable to City.
"Project Milestones" means the performance of the Development Project described on Exhibit F
hereto in accordance with the provisions of Section 4.2.
"Property" means the real property (including but not limited to fee interests, leasehold interests,
tenant-in-common interests, and such other like or similar interests) on which the Development Project will
be located, more specifically described in Exhibit A attached hereto and depicted on Exhibit B attached
hereto.
"Related Party" means any party related to the Developer by one of the relationships described in
Section 267(b) of the United States Internal Revenue Code of 1986, as amended and any successor entity
in which the principals of the Developer (either individually or collectively) or Developer own or control
no less than fifty percent (50%) of the voting interest in such successor entity.
"RHID Funds" means those amounts paid from the Saline County Treasurer to the Treasurer of
the City pursuant to K.S.A. 12-5250(b)(2)(A) as a result of Aero Plains Phase One Development.
"RHID Ordinance" means the ordinance passed by the Governing Body approving the
Development Plan and establishing the District.
"Rural Housing Incentive District Act" means K.S.A. 12-5241 et seq., as amended.
"Substantial Completion" means the stage in the progress of the Work when the Work or
designated portions thereof is sufficiently complete in accordance with the Construction Plans, excepting
all punch list items so that Developer can occupy or utilize the Work for its intended purpose.
"Work" means all work necessary to prepare the Property and to construct the Development
Project and the Internal Infrastructure Improvements, including; (1) demolition and removal of any existing
improvements located on the Property, grading and earthwork; (2) construction, reconstruction and/or
relocation of utilities; (3) construction of the single family residences and related structures; (4) construction
and installation of site landscaping on the Property, as described in the Concept Site Plan; and (5) all other
Work described in the Concept Site Plan, or reasonably necessary to effectuate the intent of this Agreement.
1.2 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.
600596.20002DEVELOPMENT AGREEMENT v.3
(b) All accounting terms not otherwise defined herein have the meanings assigned to them,
and all computations herein provided for will 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 the designated Articles, Sections and other subdivisions of this instrument as originally
executed.
(e) The words "herein," "hereof' and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other subdivision.
(f) The Article and Section headings herein are for convenience only and will not affect the
construction hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations of the City. The City makes the following representations and
warranties, which are true and correct on the date hereof, 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 terns and conditions
hereof 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 this Agreement or affecting the Property.
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.
(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 other than as set forth herein.
600596.20002DEVE.OPMENT AGREEMENT v.3
(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.
2.2 Representations of the Developers. The Developer makes the following representations
and warranties, which are true and correct on the date hereof, 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
hereof 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 they are 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 Aero Plains Phase One Development, 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.
(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
as set forth herein.
(f) No Defauh. 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
Developer is or may be bound.
(g) 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. The Developer
has obtained, or reasonably believes it will obtain in due course, all certificates, licenses, inspections,
600596.20002DEVELOPMENT AGREEMENT v.3
franchises, consents, immunities, permits, authorizations and approvals, governmental or otherwise,
necessary to acquire, construct, equip, operate and maintain the Development Project; or 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. All governmental permits and licenses required by applicable law
to construct, occupy and operate the Development 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 Development Project to be constructed.
(i) Compliance with Laws. The Developer is in material 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, operations as
contemplated by this Agreement.
0) Other Disclosures. The information furnished to the City by the Developer in connection
with the matters covered in this Agreement is true and correct and does not contain any untrue statement of
any material fact and does 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) Contractors. All contracts with contractors shall warrant that the work performed or
material supplied by that contractor to the Development Project will be free from any defects in materials
and workmanship for a period of at least two (2) years from the date of completion, and that such warranty
does not restrict or otherwise limit that contractor's obligation to construct the Development Project in a
workmanlike manner and in accordance with the Construction Plans and this Agreement as it pertains to
that contractor's work.
2.3 Maintenance of Existence. During the term of this Agreement the Developer (including
any permitted successors or assigns) will maintain its legal existence, will continue to be in good standing
under the laws of the State of Kansas and will not dissolve, consolidate with or merge into another entity
or permit one or more other entities to consolidate with or merge into it.
2.4 Conditions to the Effectiveness of this Agreement. Contemporaneously with the
execution of this Agreement, and as a precondition to the effectiveness of this Agreement, the Developer
will submit the following documents to the City:
(a) a copy of the Developer's Articles of Organization and a good standing certificate dated
within one month of the date of this Agreement, each certified by the Secretary of State of the State of
Kansas;
(b) a certified copy of the Operating Agreement of the Developer;
(c) a list of each member of the Developer and the associated percentage ownership, and if
such member is not an individual, the individual owners and percentage ownership of such member;
(d) the Concept Site Plan;
(e) an executed copy of the Funding Agreement; and
600596.20002DEVELOPMENT AGREEMENT v.3
(f) a legal opinion from counsel to the Developer in form and substance acceptable to the City
covering: (i) the due organization of the Developer and the power and authority of the Developer to execute
this Agreement, and (ii) the enforceability of this Agreement against the Developer.
2.5 Final Approval Required. Notwithstanding anything herein to the contrary, this
Agreement will be void: (a) if the City does not finalize all required steps to create the District pursuant to
the Rural Housing Incentive District Act by adoption of the RHID Ordinance within 60 days after the
Effective Date; or (b) if the District is nullified in the manner set forth in K.S.A. 12-5246. Until the passage
of the MD Ordinance, the Governing Body retains sole discretion on the Development Project. In
addition, the zoning commission and the City retain full discretion within existing ordinances and policy
regarding its zoning, planning, permitting and inspection requirements.
ARTICLE III
RURAL HOUSING INCENTIVE DISTRICT
3.1 Preliminary Resolution. Governing Body has heretofore adopted Resolution
No. 22-8023 (the "Preliminary Resolution"), which made certain findings pursuant to the Rural Housing
Incentive District Act, relative to the need for housing in the City and declaring an intent to establish rural
housing incentive districts within the City.
3.2 Department of Commerce Finding. Pursuant to the Preliminary Resolution, the City
caused to be prepared a Housing Needs Analysis and forwarded the same with the Preliminary Resolution,
to the Kansas Secretary of Commerce. On f , 2022], the Kansas Secretary of Commerce issued
a letter to the City making certain findings required by the Rural Housing Incentive District Act, and
approved the City's ability to establish rural housing incentive districts.
3.3 Further Proceedings. City has caused to be prepared the Development Plan in accordance
with the provisions of the Rural Housing Incentive District Act, and plans to consider a resolution calling
a public hearing relative to the Development Plan, conduct a public hearing, and consider the RHID
Ordinance approving the Development Plan and establishing the District. The District will be deemed to
be established at the time the RHID Ordinance is passed by the Governing Body and published as required
by law. The Parties acknowledge that the creation of the District is subject to nullification in the manner
set forth in K.S.A. 12-5246.
ARTICLE IV
CONSTRUCTION
4.1 Concept Site Plan.
(a) Developer, at its cost, has had prepared the Concept Site Plan, which is hereby approved
by the Parties. Notwithstanding anything to the contrary herein, the City's acceptance of the Concept Site
Plan is not acceptance of the final site plan as required by the City ordinances and the City retains full and
complete discretion to review, modify and approve or not approve such final site plan through its normal
planning, zoning and permitting process.
(b) Developer will promptly notify City in writing of any proposed Material Changes to the
Concept Site Plan at least 60 days prior to the implementation of any such Material Change, including a
description of the Material Change and reasons therefore, including any supporting documentation
requested by the City. The City will respond in writing within 45 days after receipt of the notice and all
requested supporting documentation. Developer may implement a proposed Material Change to the
600596.20002DEVElAPMENT AGREEMENT v.3
Concept Site Plan only with the advance written consent of the City or if such notice is not responded to
pursuant to the timelines above.
(c) Developer may make changes which are not Material Changes to the Concept Site Plan or
any aspect thereof as site conditions or other issues of feasibility may dictate or as may be necessary or
desirable in the sole determination of Developer to enhance the economic viability of the Development
Project, with approval from the City Manager or the City Manager's designee provided that such approval
will not act as a waiver, alteration, or replacement of any required zoning, planning, permitting and
inspection requirements.
4.2 Project Milestones and Schedule. The Developer agrees to meet the Project Milestones
not later than the times set forth in Exhibit F or the Developer will be in material breach of this Agreement.
4.3 Development Project Construction.
(a) Developer will construct the Development Project in a good and workmanlike manner in
accordance with the terms of the Development Plan and this Agreement and as set forth in the Construction
Plans. Notwithstanding anything to the contrary herein, all work on the Development Project will comply
with existing City codes, rules and regulations. If Developer or a Related Party serves as general contractor
or a sub -contractor for the Development Project, Developer or such Related Party will not charge more for
such services than a third -party contractor would customarily charge for such services, as determined by
such documentation that is requested by and acceptable to the City in the City's discretion. All work on
the Development Project will be inspected by City staff during construction as if this Agreement did not
exist.
(b) Developer may enter into one or more construction contracts to compete the Work for the
Development Project. Prior to the commencement of construction of the Development Project, Developer
will obtain, or will require that any such contractor obtain, the insurance required in Section 6.8 hereof and
will deliver evidence of such insurance to City.
(c) Promptly after Substantial Completion of the Work with respect to the Development
Project in accordance with the provisions of this Agreement, Developer will furnish to City a Certificate of
Substantial Completion in the form attached hereto as Exhibit D. The City will, within thirty (30) days
following delivery of each Certificate of Substantial Completion, carry out such inspections as it deems
necessary to (i) verify reasonable satisfaction with, and the accuracy of, the certifications contained in each
Certificate of Substantial Completion, and (ii) verify, in the City's reasonable discretion, that the
Development Project have been constructed to meet or exceed City quality standards and comply with all
applicable City code and permitting requirements, such verification not to be unreasonably withheld. Each
Certificate of Substantial Completion will be accepted or rejected by the City in its discretion, but
acceptance will not be unreasonably withheld. If a Certificate of Substantial Completion is rejected by the
City, the City will furnish Developer with specific written objections to the status of the Work, describing
such objections and the measures required to correct such objections in reasonable detail.
4.4 Internal Infrastructure Improvements Construction.
(a) Developer will construct, at its cost, the Internal Infrastructure Improvements in a good
and workmanlike manner in accordance with the Plans and Specifications approved by City and in
compliance with the Project Milestones. Developer will complete the Internal Infrastructure Improvements
prior to commencement of any vertical construction unless Developer complies with a safety plan approved
by the Fire Marshall, which will be attached hereto as Exhibit J. If Developer or a Related Party serves as
general contractor or sub -contractor for the Internal Infrastructure Improvements, Developer or such
600596.20002DEVELOPMENT AGREEMENT v.3
Related Party will not charge more for such services than a third -party contractor would customarily charge
for such services, as determined by such documentation that is requested by and acceptable to the City in
the City's discretion.
(b) Developer is responsible for securing any rights-of-way and/or easement rights from
private parties necessary to improve or build the Intemal Infrastructure Improvements and City will
reasonably cooperate with Developer with respect to any such acquisition. All costs associated with the
acquisition of rights-of-way and/or easements from third -parties unrelated to Developer will be considered
an Eligible Cost. City will reasonably cooperate with Developer in obtaining all necessary permits for
construction of the Internal Infrastructure Improvements in accordance with the City's standard permitting
process.
(c) Developer may enter into one or more construction contracts to complete the Work for the
Internal Infrastructure Improvements. Prior to the commencement of construction of the Internal
Infrastructure Improvements, Developer will obtain or will require that any such contractor obtain, the
insurance required by Section 6.8 hereof and will deliver evidence of such insurance to City.
(d) Promptly after Substantial Completion of the Work with respect to the Internal
Infrastructure Improvements, or a phase thereof, in accordance with the provisions of this Agreement,
Developer will furnish to City a Certificate of Substantial Completion in the form attached hereto as
Exhibit D. The City will, within thirty (30) days following delivery of each Certificate of Substantial
Completion, carry out such inspections as it deems necessary to (i) verify reasonable satisfaction with, and
the accuracy of, the certifications contained in each Certificate of Substantial Completion, and (ii) verify,
in the City's reasonable discretion, that the Internal Infrastructure Improvements have been constructed to
meet or exceed City quality standards and comply with all applicable City code and permitting
requirements. Each Certificate of Substantial Completion will be deemed accepted by City unless, prior to
the end of such 30 -day period after delivery to City of each Certificate of Substantial Completion, City
furnishes Developer with specific written objections to the status of the Work, describing such objections
and the written objections to the status of the Work, describing such objections and the measures required
to correct such objections in reasonable detail.
(e) After Substantial Completion of the Internal Infrastructure Improvements and verification
by the City, in the City's reasonable discretion, that the Internal Infrastructure Improvements have been
constructed to meet or exceed City quality standards and comply with all applicable City code and
permitting requirements, Developer will dedicate to the City, and the City will accept, title to the Internal
Infrastructure Improvements. Following such dedication, City will be responsible, at its sole cost and
expense, for all operating and capital costs for the dedicated Internal Infrastructure Improvements from that
date forward, and will maintain the dedicated Internal Infrastructure Improvements in a manner consistent
with similar public improvements in the City. Notwithstanding the foregoing, Developer may, at its sole
discretion and expense, enhance the maintenance of operation of the Internal Infrastructure Improvements
for the betterment of the Development Project with prior consent of the City.
4.5 Construction Permits and Approvals. Before commencement of construction or
development of any buildings, structures or other work or improvements, the Developer shall secure or
cause to be secured any and all permits and approvals which may be required by the City and any other
governmental agency having jurisdiction as to such construction, development or work. Such permits and
approvals may be obtained by Developer in phases corresponding to particular stages of construction.
4.6 No Waiver. 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 city building code and applicable State law. The Developer acknowledges that satisfaction of
600596.20002DEVELOPMENT AGREEMENT v.3
certain conditions contained in this Agreement require the reasonable exercise of the City's discretionary
zoning authority by the City's planning commission and governing body in accordance with the City's
zoning ordinance, the City building code and applicable State law.
4.7 Land Use Restriction. The Developer agrees that the Property will be utilized for
residential purposes only and all other types of land uses are prohibited in the Development Project or on
the Property unless approved in writing by the City prior to the execution of a letter of intent, lease or prior
to the sale of land.
4.8 Sale of Constructed Homes. The Developer acknowledges that the City is willing to
permit the Developer Project to participate in the rural housing incentive program in order to increase the
supply of certain types of available homes within the City. Therefore, all residential units constructed as
part of the Developer Project will meet the requirements set forth on Exhibit G (the "Required Housing
Standards"), or the Developer will be in material default of this Agreement.
600596.20002DEVELOPMENT AGREEMENT v.3
10
ARTICLE V
FINANCING OBLIGATIONS
5.1 Financing of Internal Infrastructure Improvements.
(a) The City, in its sole discretion and at any time, may elect to fund a portion of the Eligible
Costs of the Internal Infrastructure Improvements through funds other than RHID Funds. The City will be
entitled to reimbursement of all Eligible Costs paid by the City on a pro -rata basis from each distribution
of RHID Funds.
(b) The County, in its sole discretion and at any time, may elect to fund a portion of the Eligible
Costs of the Internal Infrastructure Improvements. The County will be entitled to reimbursement of all
Eligible Costs paid by the County on a pro -rata basis from each distribution of RHID Funds in accordance
with the terms of the agreement between the City and the County attached as Exhibit K.
(c) Unless funded by the City or the County, all costs of the Internal Infrastructure
Improvements will be paid in cash, or financed, by Developer. The City will use RHID Funds to reimburse
the Developer on a pro -rata basis from each distribution of RHID Funds for all or a portion of the Eligible
Costs paid by the Developer, subject to the terms of this Agreement. Reimbursements for expenses paid or
financed by the Developer will be made solely to the Developer. So long as the total amount of Eligible
Costs requested for reimbursement by the Developer does not exceed the actual amount expended by the
Developer for such use or 110% of the total set forth on Exhibit C, the Developer may seek reimbursement
of any particular line item on Exhibit C not exceeding 120% of the amount stated therein.
(d) For clarity, and by way of example only, pro -rata distributions of RHID Funds between the
City, the County, and the Developer will be calculated using the following methodology:
Allocated pro -rata portion
Elieible Expenses Paid of RHID Funds
City $ 500,000 6.25%
County 1,000,000 12.50%
Developer 6.500.000 81_25%
Total $8,000,000 100.00%
The allocation of RHID Funds will be recalculated when necessitated by a change in submitted Eligible
Expenses by a party or a reduction in allowable Developer Eligible Expenses pursuant to this Agreement.
Recalculations of the RHID Funds allocation will apply on a prospective basis only.
5.2 Request for Reimbursement. The Developer will certify all costs and expenditures to be
made in connection with the Eligible Costs in accordance with the following:
(a) The Developer will submit to the City a Request for Reimbursement in the form attached
hereto as Exhibit E setting forth the amount for which reimbursement is sought and an itemized listing of
the related Internal Infrastructure Improvements.
(b) Each Request for Reimbursement will be accompanied by such bills, contracts, invoices,
or other evidence reasonably satisfactory to the City to document that payment has been made by the
Developer for such Eligible Costs.
(c) The Developer, at its cost, will engage a licensed appraiser to perform an appraisal of the
Property and submit the final report to the City reflecting the market value of the Property. Eligible Costs
600596.20002DEVELOPMENT AGREEMENT v.3
for property acquisition will be limited to the lesser of (i) the stated market value in the final appraisal report
and (ii) the actual purchase price for the Property reflected by documentation reasonably satisfactory to the
City.
5.3 Reimbursement. The City will have 30 calendar days after receipt of any Request for
Reimbursement to review and respond by written notice to the Developer. If the submitted documentation
demonstrates that: (1) the Request for Reimbursement shows payment of the Eligible Costs; (2) the expense
was incurred; (3) the Developer is not in default under this Agreement; (4) the costs were not financed with
direct funds from third parties other than financing institutions (i.e. American Rescue Plan funding); and
(5) the City has not discovered any fraud on the part of the Developer, then the City will approve the Request
for Reimbursement and promptly reimburse the Developer for the Eligible Costs pursuant to the terms of
this Agreement if sufficient pro -rata RHID Funds are available, and quarterly as funds become available in
the event that pro -rata RH1D Funds in the City's possession are at that time insufficient. In the event the
City does not respond within such 30 -day period, the Request for Reimbursement will be deemed approved.
If the City reasonably disapproves of the Request for Reimbursement, the Parties will meet to resolve any
such differences. If a resolution is not found regarding specific cost(s), the denied cost will not be Eligible
Costs unless and until a final order from a court of competent jurisdiction is received by the City requiring
the cost to be accepted as an Eligible Cost or other written agreement of the Parties. Reimbursements will
cease upon the earlier of (a) such time as the Eligible Costs have been fully reimbursed to Developer, or
(b) 25 years after the date of the establishment of the District. The City will have no liability and/or
responsibility to Developer for any payment greater than the amounts received from the Saline County
Treasurer pursuant to the provisions of K.S.A. 12-5250(b)(2XA) as a result of the creation of the District.
5.4 Payment of City Expenses. If the Funding Agreement has not already been entered into
between the Developer and the City, then upon execution of this Agreement the Developer and City will
enter into a Funding Agreement substantially in the form attached as Exhibit 1, requiring the Developer to
reimburse the City for City Expenses. All City Expenses paid by the Developer will be Eligible Costs.
ARTICLE VI
GENERAL PROVISIONS
6.1 City's Right to Terminate. In addition to all other rights of termination as provided
herein, City may terminate this Agreement at any time if:
(a) Developer defaults in or breaches any material provision of this Agreement and fails to
cure such default or breach within thirty (30) days after receipt of written notice from City of such default
or breach; or
(b) Developer fails to close on the purchase of the Property within 60 days after the creation
of the District.
6.2 Developer's Right to Terminate. In addition to all other rights of termination as provided
herein, Developer may terminate this Agreement at any time if City defaults in or breaches any material
provision ofthis Agreement (including any City default under Article Vhereof) and fails to cure such default
or breach within 30 days after receipt of written notice from Developer of such default or breach.
6.3 Successors and Assigns.
(a) This agreement will be binding on and inure to the benefit of the Parties and their respective
heirs, administrators, executors, personal representatives, agents, successors and assigns.
600596 20002DEVELOPMENT AGREEMENT v.3
12
(b) Until Substantial Completion of the Development Project has occurred, the obligations of
Developer under this Agreement may not be assigned in whole or in part without the prior written approval
of City, which approval will not be unreasonably withheld, conditioned, or delayed upon a reasonable
demonstration by Developer of the proposed assignee's experience and financial capability to undertake
and complete all portions of the Work with respect to the Development Project and the Internal
Infrastructure Improvements, all in accordance with this Agreement. Notwithstanding the foregoing,
Developer is permitted to subcontract the construction of any portion of the Development Project or Internal
Infrastructure Improvements without the consent of City but Developer will remain liable under this
Agreement.
(c) The City hereby approves, and no prior consent will be required in connection with
(1) the right of Developer to encumber or collaterally assign its interest in the Property
or any portion thereof or any interest in the Agreement to secure loans, advances or extensions of
credit to finance or from time to time refinance all or any part of the Eligible Costs, or the right of
the holder of any such encumbrance or transferee of any such collateral assignment;
(2) the right of Developer to assign Developer's rights, duties and obligations under
the Agreement to a Related Party; or
(3) the right of Developer to sell or lease individual portions of the Property in the
ordinary course of the development of the Development Project;
provided that in each such event Developer named herein will remain liable hereunder for the Substantial
Completion of the Development Project, and will be released from such liability hereunder only upon
Substantial Completion of the Development Project.
6.4 Remedies.
(a) If the Developer reasonably believes that it will fail to meet a Project Milestone set forth
on Exhibit F, the Developer will give notice to the City summarizing the expected delay and the cause of
the expected delay (the "Delay Notice"). The Delay Notice may include data reflecting an adverse change
in housing market conditions, including but not limited to changes in the average mortgage interest rates
and local sales statistics set forth on Exhibit L.
(1) Within 60 days following delivery of a Delay Notice to the City, the Developer
will appear before the Governing Body to discuss the Delay Notice and Project Milestones.
(2) If the Developer fails to meet the Project Milestones set forth on Exhibit F, the
Governing Body may reduce the total Eligible Costs to be reimbursed to Developer as set forth on
Exhibit F. Notwithstanding the foregoing, if Developer fails to meet a Project Milestone and such
failure continues for 6 months after the date set forth on Exhibit F, the City may pursue any remedy
available pursuant to Section 64(b) or 6.4(d) without the necessity of the applicable notice and
cure periods.
(3) If..
(A) the Developer has met the first Project Milestone regarding completion of
the first 1/3 of proposed units, and
600596.20002DEVELOPMENT AGREEMENT v.3
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(B) the Developer and the Governing Body do not agree to a modification of
the Project Milestone dates at a meeting to discuss a properly submitted Delay Notice, and
(C) the Governing Body elects to reduce the total Eligible Costs to be
reimbursed pursuant to Section 6:4(a)(2), and
(D) the MLS Days on Market is greater than 135 based upon most recent
available report or the average 30 -year mortgage loan interest rate is greater than 10%
according to the most recent available Mortgage Bankers' Association data,
then the Developer may notify the City in writing that it elects to reduce the project size (the
"Market Change Notice") and not continue with further Project Milestone requirements. Upon
receipt of the Market Change Notice, the Developer may not submit any further Requests for
Reimbursement and when reimbursing the Developer for Eligible Costs pursuant to an approved
Request for Reimbursement, the City will only use RHID Funds attributable to the houses that have
been completed as of the date of the Market Change Notice.
(b) Except as otherwise provided in this Agreement and subject to Developer's and City's
respective rights of termination, in the event of any breach of any term or condition of this Agreement by
either Party, or any successor, the breaching Party (or successor) will, upon written notice from the other
Party specifying such claimed breach, proceed immediately to cure or remedy such breach, and will, in any
event, within 30 days after receipt of notice, cure or remedy such default. If the breach is not cured or
remedied, the aggrieved Party may hold the breaching Party in default of this Agreement and there upon
may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such
default or breach, including, but not limited to proceedings to compel specific performance by the defaulting
or breaching Party, withholding funds received pursuant to K.S.A. 12-5250(b)(2XA) and/or repeal of the
ordinance establishing the District. For purposes of this Section 6:4, no Party may be deemed in default of
this Agreement unless and until it has received notice of any claimed breach and has been given an
opportunity to cure the same.
(c) Notwithstanding any other provision of this Agreement, in no event will the Developer or
the City, its Governing Body members, officers, employees, agents or independent contractors ever be
liable for any punitive, special, incidental, or consequential damages in connection with this Agreement.
For purposes of this Section 6.4, consequential damages include, but are not limited to, lost profits, lost tax
revenue, or other similar losses which are not direct out-of-pocket costs incurred by the non -defaulting
Party. Any monetary damages owed by the City will be limited to and will only be payable from the
Developer's pro -rata portion of RHID Funds actually received by the City as a result of the creation of the
District.
(d) Notwithstanding any other provision of this Agreement, if Developer defaults in or
breaches any material provision of this Agreement and fails to cure such default or breach within thirty (30)
days after receipt of written notice from City of such default or breach, the City may deem Developer's
Eligible Expenses to be $0 and continue to collect and distribute RHID Funds on a pro -rata basis between
the City and the County until each of the City and the County is fully reimbursed for its Eligible Expenses,
after which the City may terminate this Agreement and repeal the Ordinance establishing the District.
6.5 Force Majeure. Neither City nor Developer nor any successor in interests will be
considered in breach or default of their respective obligations under this Agreement, and times for
performance of obligations hereunder will be extended in the event of any delay caused by force majeure,
including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; act
of terror; war, shortage of delay in shipment of material or fuel; acts of God; unusually adverse weather or
600596.20002DEVELOPMENT AGREEMENT v.3
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soil conditions; unforeseen site conditions that render the site economically or physically undevelopable
(as a result of additional cost or delay); pandemics, or any other cause or contingency similarly; or other
causes beyond the Parties' reasonable control, including but not limited to, any litigation, court order or
judgment resulting from any litigation affecting the validity of this Agreement; provided that such event of
force majeure will not be deemed to exist as to any matter initiated or unreasonably sustained by Developer,
and further provided that Developer notifies city in writing within thirty (30) days of the commencement
of such claimed event of force majeure.
6.6 Notices. Any notice, demand or other communication required by this Agreement to be
given by either Party hereto to the other will be in writing and will be sufficiently given or delivered if
dispatched by certified United State first class mail, postage prepaid, or delivered personally,
a. In the case of Developer, to:
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
b. In the case of City, to:
Or to such other address with respect to either Party as that Party may, from time to time, designate in
writing and forward to the other as provided in this Section 6.6.
6.7 Conflicts of Interest.
(a) No member of the Governing Body or any branch of City's government who has any power
of review or approval of any of Developer's undertakings, or of City's contracting for goods or services for
Aero Plains Phase One Development, will participate in any decisions relating thereto which affect that
member's personal interests or the interests of any corporation or partnership in which that member is
directly or indirectly interested. Any person having such interests will immediately, upon knowledge of
such possible conflict, disclose, in writing, to the Governing Body the nature of such interest and seek a
determination by the Governing Body with respect to such interest and, in the meantime, will not participate
in any actions or discussions relating to the activities herein proscribed.
(b) The Developer warrants that it has not paid or given and will not pay or give any officer,
employee or agent of the City any money or other consideration for obtaining this Agreement. The
Developer further represents that, to its best knowledge and belief, no officer, employee or agent of the City
who exercises or has exercised any functions or responsibilities with respect to the project during his or her
tenure, or who is in a position to participate in a decision making process or gain insider information with
regard to the project, has or will have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit
therefrom, which is part of the project at any time during or after such person's tenure.
600596.20002DEVELOPMENT AGREEMENT v.3
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With a copy to:
City of Salina, Kansas
Clark, Mize & Linville, Chtd.
Attention: City Manager
Attn: Greg A. Bengtson, Esq.
300 W. Ash Street
129 S. 8'" Street
Salina, Kansas 67401
Salina, Kansas 67402
Email: mike.schrage@salina.org
Email:ag bengtson(ailcml-law.com
Phone: (785) 309-5700
Phone: (785) 823-6325
Or to such other address with respect to either Party as that Party may, from time to time, designate in
writing and forward to the other as provided in this Section 6.6.
6.7 Conflicts of Interest.
(a) No member of the Governing Body or any branch of City's government who has any power
of review or approval of any of Developer's undertakings, or of City's contracting for goods or services for
Aero Plains Phase One Development, will participate in any decisions relating thereto which affect that
member's personal interests or the interests of any corporation or partnership in which that member is
directly or indirectly interested. Any person having such interests will immediately, upon knowledge of
such possible conflict, disclose, in writing, to the Governing Body the nature of such interest and seek a
determination by the Governing Body with respect to such interest and, in the meantime, will not participate
in any actions or discussions relating to the activities herein proscribed.
(b) The Developer warrants that it has not paid or given and will not pay or give any officer,
employee or agent of the City any money or other consideration for obtaining this Agreement. The
Developer further represents that, to its best knowledge and belief, no officer, employee or agent of the City
who exercises or has exercised any functions or responsibilities with respect to the project during his or her
tenure, or who is in a position to participate in a decision making process or gain insider information with
regard to the project, has or will have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit
therefrom, which is part of the project at any time during or after such person's tenure.
600596.20002DEVELOPMENT AGREEMENT v.3
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6.8 Insurance; Damage or Destruction.
(a) Developer will cause there to be insurance coverage as hereinafter set forth at all times
during the process of constructing the Work and, from time to time at the request of City, will furnish City
with proof of payment of premiums on:
(1) Builder's Risk insurance, written on Completed Value Basis in an amount equal to
one hundred percent (100%) of the insurable value of the Work at the date of completion, and with
coverage available in non -reporting form on the so called "all risk" form of policy. The interest, if
any, of City will be protected in accordance with a clause in form and content satisfactory to City;
and,
(2) Commercial general liability insurance (including operations, operations of
subcontractors, completed operations and contractual liability insurance) together with an owner's
contractor's policy, with limits against bodily injury and property damage of not less than Three
Million Dollars ($3,000,000.00) per occurrence (to accomplish the above required limits, an
umbrella excess liability policy may be used); and
(3) Workers Compensation insurance, with statutorily required coverage, including
employer's liability of not less than One Million Dollars ($1,000,000).
(b) The policies of insurance required pursuant to clauses (1) and (2) above will be in form
and content reasonably satisfactory to City and will be placed with financially sound and reputable insurers
licensed to transact business in the State of Kansas with general policy holder's rating of not less than A -
and a financial rating of A- as rated in the most current available "Best's" insurance reports. The Developer
will give not less than 30 days advance written notice to the City in the event of cancellation of such policy
or change affecting the coverage thereunder. All policies of insurance required pursuant to this section will
name City as an additional insured and/or loss payee. Developer will deliver to City evidence of all
insurance to be maintained hereunder, prior to the City signing the Agreement.
6.9 Inspection. Developer will allow City and its employees, agents and representatives to
inspect, upon request, all architectural, engineering, demolition, construction and other contracts and
documents pertaining to the construction of the Work as City determines is reasonable and necessary to
verify Developer's compliance with the terms of this Agreement.
6.10 Choice of Law. This Agreement will be deemed to have been fully executed, made by the
Parties in, and governed by the laws of State of Kansas for all purposes and intents.
6.11 Entire Agreement; Amendment. The Parties agree that this Agreement, the
Development Plan, and the Funding Agreement, collectively constitute the entire agreement between the
Parties and that no other agreements or representations other than those contained in this Agreement have
been made by the Parties. This Agreement may be amended only in writing and effective when signed by
the authorized agents of the Parties.
6.12 Counterparts. This Agreement is executed in multiple counterparts, each of which
constitute one and the same instruments.
6.13 Severability. If any term or provision of this Agreement is held to be unenforceable by a
court of competent jurisdiction, the remainder will continue in full force and effect, to the extent the
remainder can be given effect without the invalid provision.
600596.20002DEVELOPMENT AGREEMENT v.3
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6.14 Representatives Not Personally Liable. No elected or appointed official, agent,
employee or representative of City will be personally liable to Developer in the event of any default or
breach by any Party under this Agreement or for any amount which may become due to any Party or on
any obligations under the terms of this Agreement.
6.15 Legal Actions. If a third party brings an action against City, or any officials, agents,
employees or representatives thereof contesting the validity or legality of any of the terms of this
Agreement, or the ordinance approving this Agreement, Developer may, at Developer's option but only
with City's consent, assume the defense of such claim or action (including without limitation, to settle or
compromise any claim or action for which Developer has assumed the defense) with counsel of Developer's
choosing. The Parties expressly agree that so long as no conflicts of interest exist between them, the same
attorney or attorneys may simultaneously represent City and Developer in any such proceeding; provided,
Developer and its counsel will consult with City throughout the course of any such action and Developer
will pay all reasonable and necessary costs incurred by City in connection with such action. If such defense
is assumed by Developer, all costs of any such action incurred by City will be promptly paid by Developer.
If City refuses to permit Developer to assume the defense of any action, then costs incurred by City will be
paid by City.
6.16 Release and Indemnification. Notwithstanding the expiration, termination or breach of
this Agreement by either Party, the indemnifications and covenants contained in this Section 6.16 will,
except as otherwise expressly set forth herein, survive such expiration, termination or breach of this
Agreement by Parties hereto.
(a) Notwithstanding anything herein to the contrary, City and its Governing Body members,
officers, agents, servants, employees and independent contractors will not be liable to Developer for
damages or otherwise in the event that any ordinance, order or resolution adopted in connection with this
Agreement is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of
appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason
thereof either City is prevented from performing any of the covenants and agreements herein or Developer
is prevented from enjoying the rights and privileges hereof.
(b) Developer releases from, agrees to indemnify and hold harmless City, its Governing Body
members, officers, agents, servants and employees against, and covenants and agrees that City and its
Governing Body members, officers, agents, servants, employees and independent contractors will not be
liable for, any loss or damage to property or any injury to or death of any person occurring at or about or
resulting from any defect in the acquisition of the Property or construction of the Work including any and
all claims arising from the acquisition of the Property, including, but not limited to, location of hazardous
wastes, hazardous materials or other environmental contaminants on the Property, including all costs of
defense, including attorney's fees, except for those matters rising out of the willful and/or wanton
negligence of City and its governing body members, officers, agents, servants, and employees.
(c) City and its Governing Body members, officers, agents, servants and employees will not
be liable for any damage or injury to the persons or property of Developer or its officers, agents, servants
or employees or any other person who may be about the Property or the Work except for matters arising
out of the willful and/or wanton negligence of City and its Governing Body members, officers, agents,
servants and employees.
(d) All covenants, stipulations, promises, agreements and obligations of City contained herein
will be deemed to be the covenants, stipulations, promises, agreements and obligations of City and not of
any of its Governing Body members, officers, agents, servants or employees in their individual capacities.
AGREEMENT v.3
17
(e) No official, employee or representative of City will be personally liable to Developer in
the event of a default or breach by any Party to this Agreement.
(f) Developer releases from and covenants and agrees the City, its Governing Body members,
officers, employees, agents and independent contractors will not be liable for, and agrees to indemnify and
hold City, its Governing Body, members, officers, employees, agents and independent contractors harmless
from and against any and all suits, interest, claims and cost of attorney fees incurred by any of them,
resulting from, arising out of, or in any way connected with: (1) the Development Project or its approval,
(2) the construction of the Work, (3) the negligence or willful misconduct of Developer, its employees,
agents or independent contractors in connection with the management, development, and construction of
the Work, (4) the compliance by Developer with all applicable state, federal and local environmental laws,
regulations, ordinances and orders, (5) underground storage tanks located on or about the Property, (6)
friable asbestos or asbestos -containing materials at, on, or in the Property, (7) the operation of all or any
part of the Property, or the condition of the Property, including, without limitation, any environmental cost
or liability, or (8) negotiations, inspections, acquisitions, preparations, construction, leasing, operations,
and other activities of Developer or its agents in connection with or leading to the Development Project or
the Property; except thatthe foregoing release and indemnification will not apply in the case of such liability
arising directly out of the willful and/or wanton negligence of City or its authorized Governing Body
members, officers, employees and agents or which arises out of matters undertaken by City following
termination of this Agreement.
6.17 Tax Implications. The Developer acknowledges and represents that (1) 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 (2) the Developer is relying solely upon its own tax advisors in this
regard.
6.18 Cash Basis and Budget Laws. The Parties acknowledge and agree that the ability of the
City to enter into and perform certain financial obligations pursuant to this Agreement are subject to the
K.S.A. 10-1101 et seq. and K.S.A. 79-2935 el seg.
6.19 No Partnership. Nothing contained herein will be construed as creating a partnership
between the Parties.
6.20 Term. The term of this Agreement will commence on the Effective Date and, unless
terminated earlier as provided in this Agreement, expire on the latest of: (i) the date all Eligible Costs have
been reimbursed with RNID Funds, subject to the requirements and limitations set forth in this Agreement;
or (ii) 25 years after the date of the RHID Ordinance.
6.21 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 Parties are required, or the Parties are 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 Governing Body and for the Developer by any officer of 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.
[BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY]
600596.20002DEVELOPMENT AGREEMENT v.3
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IN WITNESS WHEREOF, City and Developer have caused this Agreement to be executed in
their respective names and City has caused its seal to be affixed thereto, and attested as to the date first
above written.
CITY OF SALINA, KANSAS
(S EAL)
ATTEST:
City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
Mayor
This instrument was acknowledged before me on 2022, by Trent Davis, Mayor,
and JoVonna A. Rutherford, Clerk, of the City of Salina, Kansas, a Kansas municipal corporation.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVELOPMENT AGREEMENT
(Signature Page to Development Agreement)
BUILDING KANSAS, LLC
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
This instrument was acknowledged before me on , 2022, by
a duly authorized Member of Building Kansas, LLC, a Kansas limited
liability company, on behalf of said limited liability company.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVELOPMENT AGREEMENT
(Signature Page to Development Agreement)
SCHEDULE OF EXHIBITS
Exhibit A
Property Description
Exhibit B
Property Map
Exhibit C
Eligible Costs for Aero Plains Phase One Development
Exhibit D
Certification of Substantial Completion Form
Exhibit E
Request for Reimbursement Form
Exhibit F
Project Milestones
Exhibit G
Required Housing Standards
Exhibit H
Development Plan
Exhibit I
Funding Agreement
Exhibit J
Fire Marshall Approved Safety Plan
Exhibit K
Agreement between City and County
Exhibit L
2022 Housing Market Data
600596.20002DEVELOPMENT AGREEMENT v.3
EXHIBIT A
PROPERTY DESCRIPTION
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
A portion of the North Half of the Southwest Quarter of Section 35, Township 14 South, Range 3 West of
the Sixth Principal Meridian, County of Saline, State of Kansas, being described by as follows:
Commencing at the center comer of said Section 35: thence N 89°45'10" W along the North line of said
North Half, a distance of 327.92 feet to the intersection of said North line and the Centerline of Dry Creek,
said point also being the point of beginning; thence S 01 056'22" E on said Centerline, a distance of 146.36
feet; thence S 3004712" W continuing on said Centerline, a distance of 413.69 feet; thence S 00°5652" W
continuing on said Centerline; a distance of 136.71 feet; thence S 10°54'41" E continuing on said Centerline,
a distance of 406.12 feet; thence S 10043'00" W continuing on said Centerline, a distance of 240.29 feet to
the intersection of said Centerline and the North line of Wheatridge Addition to the City of Salina; thence
N 89°38'06" W on said North line, a distance of 398.86 feet; thence N 000 19'09" E continuing on said North
line, a distance of 250.32 feet; thence N 89°37'09" W continuing on said North line and it prolongation, a
distance of 1718.33 feet to the intersection of said North line's prolongation and the West right-of-way line
of the Missouri Pacific Railroad, said railroad right-of-way disclaimed by Deed Book 1232, Pages 959-961
in the Office of the Register of Deeds of Saline County; thence N 00°06'43" W on said west right-of-way
line, a distance of 1018.85 feet to the intersection of said west right-of-way line and the North line of said
North half; thence S 89045'10" E on said North line, a distance of 2294.62 feet to the point of beginning.
Said Tract contains 53.22 acres more or less.
Together with public rights-of-way and access easement areas adjacent thereto
600596.20002DEVE.OPMENT AGREEMENT 0
A-1
EXHIBIT B
PROPERTY MAP
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
1 inch = 600 feet
600596.20002DEVELOPMENT AGREEMENi'v.3
B-1
EXHIBIT C
ELIGIBLE COSTS FOR
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
Category
Estimated Amount
Land Acquisition'
$ 375,250
Site Work'
3,225,000
Monument Sign/Entry/Fence
12,500
Engineering Design
220,000
Development/Legal/Accounting/Brokerage/Project
Management/Permits
Kane Law Office, LLC — Legal (RNID)
10,000
Other Legal
5,000
Project Accounting
2,400
Brokerage Fees'
292,455
Insurance
72,000
Project Mgmt.
300,000
City of Salina — Permit Fees
0
City of Salina — RHID Fees
25,000
Construction Finance
Lender — Long Term Infrastructure Interest
1,922,198
Contingency (non-bank interest not included)°
453.961
Tota[
S6,915,764
Subject to verification as set forth in Section 5.2 of the Agreement
' Including parking, sidewalks, earth work, sanitary sewer, storm water, electric, natural gas, streets,
landscape and fencing
120% of brokerage fees actually paid by the Developer may be deemed related to the sale of the improved
lots exclusive of vertical construction improvements and eligible for reimbursement
'Contingency amount may be utilized for any line item without consent of the City unless the total amount
to be spent on the applicable line item, including allocated Contingency, will exceed 120% of the amount
set forth above
600596.20002DEVELOPMENT AGREEMENT v.3
C-1
EXHIBIT D
CERTIFICATION OF SUBSTANTIAL COMPLETION FORM
The undersigned, on behalf of Building Kansas, LLC (the "Developer"), pursuant to Section 4.4 of the
Development Agreement dated as of [ , 2022] (the "Development Agreement") by and between
the City of Salina, Kansas, and the Developer, hereby certifies as follows. All capitalized terms used herein
have the meaning attributable to such terms in the Development Agreement.
I. The Internal Infrastructure Improvements are sufficiently complete in accordance with the
Construction Plans, excepting all punch list items, such that the Developer can occupy or utilize
the Work for its intended purpose.
2. Such portion of the Work has been completed in a good and workmanlike manner.
3. There are no mechanic's or materialmen's liens or other statutory liens on file encumbering title to
the Property; all bills for labor and materials furnished for such portion of the Work which could
form the basis of a mechanic's, materialmen's or other statutory lien against the Property have been
paid in full, and within the past four months no such labor or materials have been furnished which
have not been paid for.
4. All applicable building codes have been complied with in connection with the Work
Dated: , 20
BUILDING KANSAS, LLC
0
Authorized Member
ACCEPTED:
CITY OF SALINA, KANSAS
By:
City Manager
Date:
600596.20002DEVELOPMENT AGREEMENT v.3
D- I
EXHIBIT E
REQUEST FOR REIMBURSEMENT
City of Salina, Kansas
Attention: City Manager
You are hereby requested by the undersigned, an authorized representative of Building Kansas,
LLC (the "Developer") to disburse funds held by the City in the special revenue fund created pursuant the
authority in K.S.A. 12-5250(b)(2)(A) for the Aero Plains Phase One Development project (the "Fund") and
set forth in the Development Agreement between the City of Salina, Kansas and the Developer for the Aero
Plains Phase One Rural Housing Incentive District dated [ 2022] (the "Agreement') to reimburse
expenditures made by the Developer for Eligible Costs (as defined in the Agreement) as described on and
in the amounts set forth in the Schedules attached to this invoice and incorporated herein by this reference
(the "Schedules").
I hereby certify that the amounts requested in the attached Schedules have been paid by the
Developer in payment of costs that are Eligible Costs, as defined in the Agreement.
I further certify that no part of the amounts set forth in the Schedules have been the basis for any
previous withdrawal of any moneys from the Fund.
I further certify that no part of the amounts set forth in the Schedules have been paid by direct funds
from third parties other than financing institutions (i.e. American Rescue Plan funding).
I further certify that the Developer is not in default of any provisions of the Agreement, including
but not limited to the compliance with the Required Housing Standards.
Attached to the Schedules is a description of the nature of the item billed, a reference to which type
of Eligible Cost the expense applies to under the Rural Housing Incentive Act and the Agreement, and a
copy of the contract, invoice or other billing for the Eligible Costs for which Developer seeks
reimbursement, along with copies of checks, evidence of wire transfers or other evidence of payment by
the Developer of such Eligible Costs and hereby certify that such copies are true and accurate copies of the
original documents. Developer acknowledges that any reimbursements will be made in accordance with
the Agreement.
Dated: 120
BUILDING KANSAS, LLC
27
Authorized Member
600596.20002DEVE.OPMENT AGREEMENT v.3
E-1
1.
2.
3.
4.
5.
6.
Invoice Reimbursement Schedule
Pursuant Section 5.2 of the Agreement, I hereby request reimbursement of the amounts specified
below and I certify that the description of the purchase or nature of each payment is reasonable, accurate
and complete and that Developer has previously paid such Eligible Costs:
Payee Name Date of Payment Purpose or Nature of Payment Amount
Total Expenses $
Developer Signature
Note: Copies of bills, contracts, checks and other evidence reflecting the amounts shown above (as
described in Section 5.2 of the Agreement) should be attached to this Schedule.
600596.20002DEVELOPMENT AGREEMENT v.3
E-2
EXHIBIT F
PROJECT MILESTONES
600596.20002DEVELOPMENT AGREEMENT v.3
F-1
Monthly Reduction for
Date
Obli ration
Failure to Comply
120 days after
Commencement of construction
expiration of
nullification period
set forth in K.S.A.
12-5246
18 months after
Completion of at least 1/3 of the planned
2.5%
commencement of
townhome units available for sale and all
construction
associated Internal Infrastructure
Improvements
30 months after
Completion of at least 2/3 of the planned
2.5%
commencement of
townhome units available for sale and all
construction
associated Internal Infrastructure
Improvements
36 months after
Completion of all planned townhome units
2.5%
commencement of
available for sale and all associated Internal
construction
Infrastructure Improvements
600596.20002DEVELOPMENT AGREEMENT v.3
F-1
EXHIBIT G
REQUIRED HOUSING STANDARDS
Type A
Type B
Type C
(Gulfstream)
(Lear)
(Cessna)
Maximum Initial Sales Price'
$250,000
$250,000
$225,000
Minimum Finished Square Feet
1668
1540
1057
Minimum Number of Bedrooms
3
3
2
Minimum Number of Bathrooms
3
3
2
Minimum Level of Finish
See attached
spec sheet G-1
'First sale to an owner -occupant unaffiliated with the Developer or a Related Party
600596.20002DEVELOPMENT AGREEMENT v.3
G-1
EXHIBIT G-1
TOWNHOME SPEC SHEET
Building Kanas, LLC is presenting the Aero Plains Addition. The Aero Plains Addition will bring 2 and 3
bedroom townhomes to the Salina housing market that are affordable, high quality, spacious, and energy
efficient.
Each floorplan features either 2 bedrooms with 2 bathrooms or 3 bedrooms with 3 bathrooms. All
townhomes include a 2 car attached garage. The townhomes will range in size from 1,057 to 1,682 square
feet. The exteriors will all have hardie board siding, low E double pane vinyl windows, heritage shingles,
and seamless gutters/downspouts. All townhomes will meet the State of Kansas Moderate Income Housing
(MIH) specs as well as the adopted IRC efficiency codes for the City of Salina. The interior finishes include
long lasting solid surface countertops (granite or quartz) in the kitchens and all bathrooms. The interiors
will all have panel doors with matching painted trim. All interior walls will be painted sheetrock and the
ceilings will be textured. The kitchens will all have high quality stainless steel appliances to include a
refrigerator, stove, dishwasher, and microwave. Each townhome will have a pantry and laundry room
adjacent to the kitchen area. The cabinets will all have panel doors and soft close hinges/drawer slides.
Quality plumbing and lighting fixtures as well as modern energy efficient bubs will be used throughout all
homes. Luxury vinyl plank floors will be used in the kitchen, living, dining, hallway, and bathroom areas.
Bedroom floors and stairways will be covered in high grade carpeting. Every townhome built in Aero
Plains will have an emphasis on efficiency, with upgraded R 15+ insulation for the exterior walls and R40+
for the ceiling insulation. We are complimenting the increased R values with high efficiency furnaces
(90%+ efficient) and air conditioning units. Every townhome built in Aero Plains will also ensure the safety
of the occupants with an in -ground storm shelter built into the floor of each garage.
600596.20002DEVELOPMENT AGREEMENT v.3
G-2
EXHIBIT H
DEVELOPMENT PLAN
DEVELOPMENT PLAN
OF THE CITY OF SALINA, KANSAS
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
MAY 2022
600596.2000PDEVELOPMENT PLAN v.I
INTRODUCTION
The City Commission (the "Governing Body") of the City Salina, Kansas (the "City") has
previously adopted Resolution No. 22-8023 (the "Preliminary Resolution"), which found and determined
that:
1. There is a shortage of quality housing of various price ranges in the City despite the best efforts
of public and private housing developers.
2. The shortage of quality housing can be expected to persist and that additional financial
incentives are necessary in order to encourage the private sector to construct or renovate
housing in the City.
3. The shortage of quality housing is a substantial deterrent to the future economic growth and
development of the City.
4. The future economic wellbeing of the City depends on the Governing Body providing
additional incentives for the construction of/or renovation of quality housing in the City.
Based on these findings and determinations, the Governing Body proposed the establishment of
Rural Housing Incentive Districts within the City pursuant to K.S.A. 12-5241 et seq. (the "Act').
Following the adoption of the Preliminary Resolution, a certified copy was submitted to the
Secretary of Commerce for approval of the establishment of the Rural Housing Incentive District in the
City as required by K.S.A. 12-5244(c). On April 14, 2022, the Secretary of Commerce provided written
confirmation approving the establishment of the Rural Housing Incentive District within the City.
DEVELOPMENT PLAN ADOPTION
K.S.A. 12-5245 states that once a city receives approval from the Secretary of Commerce for the
development of a rural housing incentive district, the governing body must adopt a plan for the development
of housing and public facilities within the proposed district.
DEVELOPMENT PLAN
As a result of the shortage of quality housing, the City proposes this development plan
(the "Development Plan") to assist in the development of quality housing within the City.
(1) Legal Description and Map of the District. The legal description of Aero Plains Phase
One Rural Housing Incentive District (the "District') and a map of the District are attached as Exhibit A to
this Development Plan.
(2) Existing Assessed Valuation of the District. The assessed valuation of all real estate
within the District for 2022 is $6,687.
(3) Owners of Record. The names and addresses of the owners of record for the real estate
within the District are:
Storage Mart LLC
PO Box 3213
Salina, Kansas 67402-3213
(4) Description of Housing and Public Facilities Projects. The housing and public facilities
projects that are proposed to be constructed include the following:
600596.2000ZDEVELOPMENT PLAN v.I
Housing Facilities
The housing facilities consist of constructing approximately 150 townhome units (75 structures), each
between approximately 1000-1650 square feet with 2 or 3 bedrooms depending on the unit type, 2-3
bathrooms, and a two -car garage.
Public Facilities
Public facilities and public improvements will include construction of Infrastructure Improvements located
within the boundaries of the District, and all related infrastructure, including but not limited to streets,
parking, water, sanitary sewer, storm sewer, gas, and electric improvements. Infrastructure improvements
may be constructed prior to or concurrently with the housing facilities in the project.
A copy of the Site Plan is attached as Exhibit B to this Development Plan.
(5) Developer's Information. The names, addresses and specific interests in the real estate in
the District of the developers responsible for development of the housing and public facilities is:
Owner of Real Property:
Developer:
Storage Mart LLC
PO Box 3213
Salina, Kansas 67402-3213
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
(6) Contractual Assurances. The Governing Body entered into a Development Agreement,
dated [], 2022 (the "Development Agreement"), with Building Kansas, LLC, a Kansas limited
liability company engaged in the business of development with its principal office located at 119 West Iron,
Suite 700, Salina, Kansas 67402 (the "Developer"). The Development Agreement, as supplemented and
amended, includes the project construction schedule, a description of projects to be constructed, financial
obligations of the developer, and financial and administrative support from the City. The Development
Agreement includes contractual assurances, if any, the Governing Body has received from the Developer
guaranteeing the financial feasibility of specific housing tax incentive projects in the proposed district. A
copy of the Development Agreement is attached as Exhibit C to this Development Plan.
(7) Comprehensive Analysis of Feasibility. A comprehensive analysis was conducted to
determine whether the public benefits derived from the District will exceed the costs and that the income
from the District, together with other sources of revenue, would be sufficient to pay for the public
improvements to be undertaken in the District. A copy of the analysis is attached as Exhibit D to this
Development Plan. The analysis estimates the property tax revenues that will be generated from the
District, less existing property taxes, to determine the revenue stream available to support reimbursement
to the Developer for all or a portion of the costs of financing the public infrastructure. The estimates indicate
that the revenue realized from the project would be adequate to pay the eligible costs.
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
600596.20002\DEVELOPMENT PLAN VA
EWW-4
-4
DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
LEGAL DESCRIPTION AND MAP OF THE DISTRICT
A portion of the North Half of the Southwest Quarter of Section 35, Township 14 South, Range 3 West of
the Sixth Principal Meridian, County of Saline, State of Kansas, being described by as follows:
Commencing at the center corner of said Section 35: thence N 89°45'10" W along the North line of said
North Half, a distance of 327.92 feet to the intersection of said North line and the Centerline of Dry Creek,
said point also being the point of beginning, thence S 01'56'22" E on said Centerline, a distance of 146.36
feet; thence S 30P4712" W continuing on said Centerline, a distance of 413.69 feet; thence S 00056'52" W
continuing on said Centerline; a distance of 136.71 feet; thence S 1015441 " E continuing on said Centerline,
a distance of 406.12 feet; thence S 10°43'00" W continuing on said Centerline, a distance of 240.29 feet to
the intersection of said Centerline and the North line of Wheatridge Addition to the City of Salina; thence
N 89°38'06" W on said North line, a distance of 398.86 feet; thence N 00'19'09" E continuing on said North
line, a distance of 250.32 feet; thence N 89°37'09" W continuing on said North line and it prolongation, a
distance of 1718.33 feet to the intersection of said North line's prolongation and the West right-of-way line
of the Missouri Pacific Railroad, said railroad right-of-way disclaimed by Deed Book 1232, Pages 959-961
in the Office of the Register of Deeds of Saline County; thence N 00106'43" W on said west right-of-way
line, a distance of 1018.85 feet to the intersection of said west right-of-way line and the North line of said
North half; thence S 89145'10" E on said North line, a distance of 2294.62 feet to the point of beginning.
Said Tract contains 53.22 acres more or less.
Together with public rights-of-way and access easement areas adjacent thereto
600596.200021DEVELOPMENT PLAN V.1
A-1
1 inch = 600 feet
600596 20002\DEVELOPMENT PLAN v.l
A-2
F,kl baba
DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
SITE PLAN
600596.200021DEVELOPMENT PLAN V.I
,",WI 7 c
DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
DEVELOPMENT AGREEMENT
[SECTION INTENTIONALLY LEFT BLANK
REDUNDANT TO ENCAPSULATING DOCUMENT]
600596.20002DEVELOPMENT AGREEMENT v.3
ci
Aaftlaalb
DEVELOPMENT PLAN
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
COMPREHENSIVE FINANCIAL FEASIBILITY ANALYSIS
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600596.20002DEVELOPMENT AGREEMENT v.3
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Ta: CoYsetioa Pars Total famemmeal Total Ia6rer mt
Total Units
I
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150
8
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5505}24 52,526,622
ISO
9
2030131
$503,324 53,031,946
150
10
2031132
$505,324 $3,537,270
150
11
2032833
$503,324 $4,042,595
150
12
2033.94
S505,324 $4.547.919
!SO
13
2034135
SS05,324 55,053,243
ISO
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5505,324 $5,558,568
ISO
15
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$505,324 56,063,892
150
16
2037138
$505,324 $6,569,216
ISO
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3505.524 $7,074,541
150
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$505,324 $7,579,865
ISO
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2040.'41
SSOS.324 58,085,189
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$505,324 $9.590,514
150
21
2042843
5505,324 $9,095,838
150
22
2043/44
$505,324 S9,601,162
150
23
2044!45
5505,324 $10,106.487
150
24
204946
$505,324 SI0,611,811
150
25
2046'47
S505,324 $11,117,136
150
600596.20002DEVELOPMENT AGREEMENT v.3
H-1
EXHIBIT I
FUNDING AGREEMENT
FUNDING AGREEMENT
(AERO PLAINS PHASE ONE RURAL HOUSING INCENTIVE DISTRICT)
This Funding Agreement ("Agreement') is entered into as of , 2022, between
the CITY OF SALINA, KANSAS ("City"), and BUILDING KANSAS, LLC ("Developer").
RECITALS
WHEREAS, the City is a political subdivision organized and existing under the laws of the State of
Kansas (the "State"); and
WHEREAS, the Developer is a Kansas limited liability company engaged in the business of
development with its principal office located at 119 West Iron, Suite 700, Salina, Kansas 67402, and the
Developer and the City anticipate negotiating and entering into a Development Plan and Agreement,
whereby the Developer will develop real property by constructing approximately 150 townhome units, and
all related internal infrastructure improvements at a proposed residential development consisting of
approximately 53 acres generally located northeast of the intersection of Centennial Road and Schilling
Road (the "Project'); and
WHEREAS, Developer has acquired the real property where the Project will be developed and has
requested the City create a rural housing incentive district pursuant to K.S.A. 12-5241 et seq. to finance all
or a portion of the public infrastructure to serve the Project (the "Request'); and
WHEREAS, the City has requested that the Developer negotiate and enter into a Development
Agreement for the Project in exchange for the City performing certain services set forth herein; and
WHEREAS, the City does not have a source of funds to finance costs incurred by the City for
legal, financial, planning, inspection, and other services, or for direct out-of-pocket expenses and other
reasonable costs resulting from services rendered to the Developer to review, evaluate, process, and inspect
the Project and the Request (collectively, the "Charges"); and
WHEREAS, the parties desire to enter into this Agreement to provide for the funding of
consultants used by the City to review, evaluate, process and inspect the Project and the Request and to
provide an inducement to the Developer to assume such costs.
AGREEMENT
1. Services to be Performed by the City. The City shall:
A. Consult with the Developer on the Project in a timely manner and prepare or consult with
the Developer on the preparation of and consider the Request in accordance with the provisions of
State law, give all notices in a timely manner, make all legal publications and hold hearings as
required by State law;
B. Provide necessary staff, legal, financial, and planning assistance to prepare and present the
Request to the City Commission and to prepare and present required resolutions and ordinances to
the City Commission, including the use of outside counsel and consultants;
600596.20002\FUNDING AGREEMENT v.I
C. If the City Commission approves the Request, to provide the necessary staff, legal,
financial, planning and inspection assistance to prepare and negotiate a definitive agreement
between the City and the Developer for the implementation of the Request and the development of
the Project (the "Development Agreement");
D. If a Development Agreement is entered into, provide the necessary staff, legal, financial,
planning and inspection assistance to administer and carry out the terms of such Development
Agreement.
2. Initial Deposit. In order to ensure the prompt and timely payment of the Charges, the Developer
shall establish a fund in the initial amount of Fifteen Thousand Dollars ($15,000.00) (the "Deposit") by
paying such amount to the City contemporaneously with the execution of this Agreement. The City shall
pay, in accordance with this Agreement, initial Charges from the Deposit, including the charges for
preparation of this Agreement, and shall promptly submit an itemized statement therefor to the Developer
to re-establish the Deposit so that there is always at least Ten Thousand Dollar ($10,000.00) cash balance
available against which additional charges and payments may be applied on a current basis. The City shall
submit monthly statements itemizing the Charges paid from the Deposit during the preceding month.
4. Additional Funding.
B. The City shall submit to Developer an itemized statement for actual and reasonable
expenses necessary to perform its obligations hereunder. Such statements shall be submitted on a
monthly basis. The Developer shall pay the City the amounts set forth on such statements
(the "Additional Funds") within thirty (30) days of receipt thereof. If such funds are not so
received, the City may draw upon the Deposit and if, after such draw, there remains an unpaid
balance, such unpaid balance shall be subject to a penalty of one percent (1%) per month until paid,
but in no event shall such penalty exceed twelve percent (12%) per annum, and City shall, upon
thirty (30) days' notice and failure to cure, be relieved of any and all obligations hereunder and
under the Development Agreement until paid in full, or may terminate this Agreement pursuant to
Section 5.A. Developer shall supply the Additional Funds in a timely manner so that City activities
and assistance may continue without interruption.
B. The City and the Developer agree that the Developer shall reimburse the City for the actual and
reasonable expenses necessary to perform the City's obligations hereunder including the services of
Clark, Mize & Linville, Chtd. and Gilmore & Bell, P.C. as legal counsel for the City, and such other
special consultants and advisors as the City reasonably deems necessary to perform its obligations under
this Agreement.
5. Disbursement of Funds. The City shall disburse the Deposit and Additional Funds for
reimbursement of costs to the City on or before the thirtieth (30th) day of each month, and for consulting
fees and the payment of all out-of-pocket expenses incurred by the City in connection with the performance
of its obligations under this Agreement as payment for such expenses become due. Upon reasonable notice,
the City shall make its records available for inspection by Developer with respect to such disbursements.
5. Termination.
B. In the event the Developer fails to perform any of its obligations herein, the City may
terminate this Agreement, and any other agreement between the parties, at its sole discretion if the
Developer fails to cure the default within thirty (30) days after written notice to the Developer of
600596.20002TUNDING AGREEMENT v.I
the default. Termination by the City for reasons of an uncured default by Developer shall also
terminate any duties and obligations of the City with respect to the Development Agreement, any
other agreements between the parties, and the processing of the Developer's Request. Upon such
termination, the City shall retain the Deposit and Additional Funds, if any, necessary to reimburse
the City for all reasonable expenses incurred under this Agreement to the date of termination and
any monies due and owing to the City pursuant to any other agreements between the parties.
B. The parties hereto acknowledge that the Developer may determine to abandon the Project.
Upon notice of abandonment by the Developer, this Agreement shall terminate and the City may
terminate any other agreements between the parties and shall retain the Deposit and Additional
Funds, if any, necessary to reimburse the City for all expenses incurred under this Agreement to
the date of termination and any monies due and owing to the City pursuant to any other agreements
between the parties. Any amounts remaining from the Deposit and the Additional Funds after all
amounts have either been paid as directed by, or reimbursed to, the City shall be returned to the
Developer.
C. In the event the Deposit and Additional Funds are insufficient to reimburse the City for the
outstanding expenses of the City payable hereunder, the Developer shall reimburse the City as set
forth in Section 3. Any amounts remaining from the Deposit and the Additional Funds after all
amounts have either been paid as directed by, or reimbursed to, the City shall be returned to the
Developer.
6. Notice. Any notice, approval, request or consent required by or asked to be given under this
Agreement shall be deemed to be given if in writing and mailed by United States mail, postage prepaid, or
delivered by hand, and addressed as follows:
To the City:
City of Salina, Kansas
Attention: City Manager
300 W. Ash Street
Salina, Kansas 67401
With a copy to:
Clark, Mize & Linville, Chtd.
Attn: Greg A. Bengtson, Esq.
129 S. 8`h Street
Salina, Kansas 67402
To the Developer:
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
With a copy to:
Kane Law Office
Attn: Brandon Kane, Esq.
111 W. 10 Street, Suite 16
Kansas City, Missouri 64105
Each party may specify that notice be addressed to any other person or address by giving to the other party
ten (10) days prior written notice thereof.
7. Governing Law. This Agreement shall be governed by and construed according to the laws of the
State of Kansas.
8. Counterparts. This Agreement may be executed in multiple originals or counterparts, each of which
will be an original and when all of the parties to this Agreement have signed at least one (1) copy, such
copies will constitute a fully executed and binding Agreement.
600596.20002\FUNDING AGREEMENT v.1
The parties hereto have caused this Agreement to be executed by their duly authorized
representatives the day and year first above written.
CITY OF SALINA, KANSAS
In
ATTEST:
A
City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
Mayor
This instrument was acknowledged before me on 2022, by
Mayor, and , Clerk, of the City of Salina, Kansas, a Kansas municipal corporation.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVELOPMENT AGREEMENT v.3
I-1
BUILDING KANSAS, LLC
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF KANSAS )
SS:
COUNTY OF )
This instrument was acknowledged before me on '2022, by
a duly authorized of Building Kansas, LLC, a Kansas limited liability company, on behalf of
said limited liability company.
Notary Public
(SEAL)
Typed or Printed Name of Notary Public
My Appointment Expires:
600596.20002DEVELOPMENT AGREEMENT v.3
1-2
EXHIBIT J
AGREEMENT BETWEEN CITY AND COUNTY
600596.20002DEVELOPMENT AGREEMENT v.3
J-1
EXHIBIT K
FIRE MARSHALL APPROVED SAFETY PLAN
600596.20002DEVELOPMENT AGREEMENT v.3
K-1
EXHIBIT L
2022 HOUSING MARKET DATA
600596.20002DEVELOPMENT AGREEMENT v.3
L-1
6. Wood Environment & Infrastructure Letter
wood.
Wood Environment & Infrastructure Solutions, Inc.
100 SE 9th Street Suite 400
Topeka, KS 66612
T:785-272-6830
www.woodplc.wrn
April 29, 2022
Dan Stack, PE
City of Salina City Engineer
300 W. Ash Street
Salina, KS 67401
Dear Dan Stack,
Wood Environment and Infrastructure Solutions has assessed the flood risk associated with the proposed Aero Plains Addition
and have detailed the assessment in this memo and attached figures.
The assessment is based solely on the effective FEMA floodplain mapping and modelling dated April 18th, 2018. The effective
Special Flood Hazard Area (SFHA) depicts the Aero Plains Addition north of Schilling Road and east of Centennial Road fully in
the Zone X (Area With Reduced Flood Risk Due to Levee). See Figures 1 and 2 for the development area a snap shot of the
effective floodplain mapping in this area. The levee that is protecting this area is the Salina Levee system that was originally
designed and constructed by the Corps of Engineer along the left overbank of West Dry Creek at the south end of the levee
system. This portion of the levee regulates the flow downstream while diverting larger flows east to the Smoky Hill River. The
regulatory 1% annual chance event (Zone AE) is mostly contained in the Dry Creek channel along the development area due
to the Salina Levee limiting flow in Dry Creek (refer Figure 3 for the segment of the Salina Levee that regulates flow
downstream in Dry Creek) .
There is an existing Department of Defense (DOD) levee just to the south of the proposed development area that provides an
unknown level of protection and is not mapped as an accredited levee. Because the Salina Levee has been FEMA accredited
and is noted as providing protection to the area being considered for development and the area currently within the DOD
leveed area, the DOD levee would only be needed to provide flood protection if the Salina Levee failed at the diversion
structure or an event greater than the 0.2% chance rainfall event occurred in the section of Dry Creek that is downstream of
the Salina Levee. Because the DOD levee is not accredited it was modelled for the 2018 effective mapping as not providing
protection and thus can be modified without changing the certified floodplain mapping or level of protection that the Salina
Levee is providing. Floodplain modelling cross sections are provided in Figures 4-6 and can be used in conjunction with
Figure 2 to show how the floodplains were developed in this area.
As part of the Aero Plains Addition, Foxboro Drive roadway would be extended over the existing DOD Levee as an emergency
access roadway (See Figure 7). This emergency access will not impact the SFHA as the 1% -chance water surface elevations are
not based on the existence of the DOD Levee.
0 0
Attached Figures:
Figure 1 — Overview of Development area and DOD Levee Centerline — Provided by City
Figure 2 — Overview of FEMA cross sections along development area
Figure 3 — Layout of Salina Levee restricting flow downstream in Dry Creek
Figure 4 —100yr and 500yr Water surface elevations with Salina Levee in place at Cross Section 29395.2
Figure 5 —100yr and 500yr Water surface elevations with Salina Levee in place at Cross Section 29930.9
Figure 6 —100yr and 500yr Water surface elevations with Salina Levee in place at Cross Section 30648.4
Figure 7 — Cross Section of emergency access over DOD Levee
Sincerely,
Josh Yarrow, PE, CFM
Wood Environment & Infrastructure Solutions, Inc
100 SE 9M Street, Suite 400, Topeka, KS 66612
0 9 0
e
Development area
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7. Resolution No. 22-8050 (DRAFT)
Gilmore & Bell, P.C.
05/11/2022
EXCERPT OF MINUTES OF A MEETING
OF THE GOVERNING BODY OF
THE CITY OF SALINA KANSAS
HELD ON MAY 23, 2022
The City Commission (the "Governing Body") met in regular session at the usual meeting place in
the City at 4:00 p.m., the following members being present and participating, to -wit:
Absent:
The Mayor declared that a quorum was present and called the meeting to order.
««««««««««««««
(Other Proceedings)
There was presented a Resolution entitled:
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SALINA,
KANSAS DETERMINING THAT THE CITY IS CONSIDERING ESTABLISHING
A RURAL HOUSING INCENTIVE DISTRICT WITHIN THE CITY AND
ADOPTING A PLAN FOR THE DEVELOPMENT OF HOUSING AND PUBLIC
FACILITIES IN SUCH PROPOSED DISTRICT; ESTABLISHING THE DATE
AND TIME OF A PUBLIC HEARING ON SUCH MATTER, AND PROVIDING
FOR THE GIVING OF NOTICE OF SUCH PUBLIC HEARING (AERO PLAINS
PHASE ONE RURAL HOUSING INCENTIVE DISTRICT)
Commissioner moved that the Resolution be adopted. The motion was seconded by
Commissioner The Resolution was duly read and considered, and upon being put, the motion
for the adoption of the Resolution was carried by the vote of the governing body as follows:
Yea:
Nay:
The Mayor declared the Resolution duly adopted and the Resolution was then duly numbered
Resolution No. 22-8050 and was signed by the Mayor and attested by the Clerk. The Clerk was directed
to arrange for the publication of the Resolution one time in the official newspaper of the City not less than
one week or more than two weeks preceding the date fixed for the public hearing.
««««««««««««««
(Other Proceedings)
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
600596.20002UtESOLUTION V.1
CERTIFICATE
1 hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the
proceedings of the Governing Body of the City of Salina, Kansas held on the date stated therein, and that
the official minutes of such proceedings are on file in my office.
(SEAL)
600596.20002U2ESOLUTION
(Signature Page to Excerpt of Minutes)
Clerk
(Published in the Salina Journal on June 14, 2022)
RESOLUTION NO. 22-8050
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SALINA,
KANSAS DETERMINING THAT THE CITY IS CONSIDERING ESTABLISHING
A RURAL HOUSING INCENTIVE DISTRICT WITHIN THE CITY AND
ADOPTING A PLAN FOR THE DEVELOPMENT OF HOUSING AND PUBLIC
FACILITIES IN SUCH PROPOSED DISTRICT; ESTABLISHING THE DATE
AND TIME OF A PUBLIC HEARING ON SUCH MATTER, AND PROVIDING
FOR THE GIVING OF NOTICE OF SUCH PUBLIC HEARING (AERO PLAINS
PHASE ONE RURAL HOUSING INCENTIVE DISTRICT)
WHEREAS, the Kansas Rural Housing Incentive District Act, K.S.A. 12-5241 et seq. (the "Act')
authorizes any city incorporated in accordance with the laws of the state of Kansas (the State) with a
population of less than 60,000 to designate rural housing incentive districts within such city; and
WHEREAS, the City of Salina, Kansas (the "City") has an estimated population under 60,000,
and therefore constitutes a city as said term is defined in the Act; and
WHEREAS, the governing body of the City (the "Governing Body") has performed a Housing
Needs Analysis (Live Salina Housing Assessment and Strategic Plan) dated January 25, 2016 (the
"Analysis"), a copy of which is on file in the office of the City Clerk; and
WHEREAS, Resolution No. 22-8023 adopted by the Governing Body made certain findings
relating to the need for financial incentives for the construction of quality housing within the City, declared
it advisable to establish a rural housing incentive district pursuant to the Act and authorized the submission
of such Resolution and the Analysis to the Kansas Department of Commerce in accordance with the Act;
and
WHEREAS, the Secretary of the Kansas Department of Commerce, pursuant to a letter dated
April 12, 2022, authorized the City to proceed with the establishment of a rural housing incentive district
pursuant to the Act; and
WHEREAS, the City has caused to be prepared a plan (the "Plan") for the development or
redevelopment of housing and public facilities in the proposed Aero Plains Phase One Rural Housing
Incentive District (the "District') in accordance with the provisions of the Act; and
WHEREAS, the Plan includes:
1. The legal description and map required by K.S.A. 12-5244(a);
2. The existing assessed valuation of the real estate in the proposed District listing the land
and improvement values separately;
3. A list of the names and addresses of the owners of record of all real estate parcels within
the proposed District;
4. A description of the housing and public facilities project or projects that are proposed to be
constructed or improved in the proposed District, and the location thereof,
5. A listing of the names, addresses and specific interests in real estate in the proposed District
of the developers responsible for development of the housing and public facilities in the proposed
District;
600596.20002U2ESOLUTION V.I
6. The contractual assurances, if any, the Governing Body has received from such developer
or developers, guaranteeing the financial feasibility of specific housing tax incentive projects in the
proposed District;
7. A comprehensive analysis of the feasibility of providing housing tax incentives in the
proposed District as provided in the Act, which shows that the public benefits derived from such
District will exceed the costs and that the income therefrom, together with all public and private
sources of funding, will be sufficient to pay for the public improvements that may be undertaken
in the District.
WHEREAS, the Governing Body proposes to continue proceedings necessary to create a Rural
Housing Incentive District, in accordance with the provisions of the Act, and adopt the Plan, by the calling
of a public hearing on such matters.
THERFORE BE IT RESOLVED by the Governing Body of the City of Salina, Kansas as
follows:
Section 1. Proposed Rural Housing Incentive District. The Governing Body hereby
declares an intent to establish within the City a rural housing incentive district. The District is proposed to
be formed within the boundaries of the real estate legally described in Exhibit A attached hereto, and shown
on the map depicting the existing parcels of land attached hereto as Exhibit B. A list of the names and
addresses of the owners of record of all real estate parcels within the proposed District and the existing
assessed valuation of said real estate, listing the land and improvement values separately, is attached hereto
as Exhibit C.
Section 2. Proposed Plan; Development Agreement. The Governing Body hereby further
declares its intent to adopt the Plan in substantially the form presented to the Governing Body on this date.
A copy of the Plan shall be filed in the office of the City Clerk and be available for public inspection during
normal business hours. A description of the housing and public facilities projects that are proposed to be
constructed or improved in the proposed District, and the location thereof are described in Exhibit D
attached hereto. A summary of the contractual assurances by the developer and the comprehensive
feasibility analysis is contained in Exhibit E attached hereto.
In addition, the City has negotiated a development agreement (the "Development Agreement')
between the City and Building Kansas, LLC (the "Developer"), relating to the Aero Plains Phase One Rural
Housing Incentive District, the development thereof, and the construction and payment of improvements
related thereto. The Development Agreement is hereby approved in substantially the form presented to the
Governing Body, with such changes or modifications as may be approved by the City Manager and as may
be approved as to form by the City Attorney. Related thereto, the City has also negotiated a funding
agreement (the "Funding Agreement') between the City and the Developer, relating to the Developer
providing to the City an initial deposit of money to be used as a source of funds to finance costs incurred
by the City for legal, financial, planning, inspection, and other services, or for direct out-of-pocket expenses
and other reasonable costs resulting from services rendered to the Developer to review, evaluate, process,
and inspect the District and its related housing and public facilities projects. The Mayor is hereby
authorized to execute the Development Agreement and the Funding Agreement and such other documents
as may be necessary to implement the intent of this Resolution, the Development Agreement and the
Funding Agreement, as may be approved by the City Manager and as may be approved as to form by the
City Attorney, by and on behalf of the City and the City Clerk is hereby authorized to attest such signature.
Section 3. Public Hearing. Notice is hereby given that a public hearing will be held by the
Governing Body of the City to consider the establishment of the District and adoption of the Plan on June
27, 2022 at the City Council Meeting Room within the City -County Building located at 300 W. Ash Street,
600596.20002\RESOLUTION V.I
Room 107, Salina, Kansas 67401; the public hearing to commence at 4:00 p.m. or as soon thereafter as the
Governing Body can hear the matter. At the public hearing, the Governing Body will receive public
comment on such matters, and may, after the conclusion of such public hearing, consider the findings
necessary for establishment of the District and adoption of the Plan, all pursuant to the Act.
Section 4. Notice of Public Hearing. The City Clerk is hereby authorized and directed to
provide for notice of the public hearing by taking the following actions;
A certified copy of this resolution shall be delivered to:
A. The Board of County Commissioners of Saline County, Kansas;
B. The Board of Education of Unified School District No. 305, Saline County, Kansas
(Salina); and
C. The Planning Commission of the City of Salina, Kansas.
2. This Resolution, specifically including Exhibits A through E attached hereto, shall be
published at least once in the official newspaper of the City not less than one week or more than
two weeks preceding the date of the public hearing.
3. This Resolution, including Exhibits A through E attached hereto, shall are available for
inspection at the office of the clerk of the City at normal business hours. Members of the public
are invited to review the plan and attend the public hearing on the date announced in this Resolution.
Section 5. Further Action. The Mayor, City Manager, City Clerk and the officials and
employees of the City, including the City Attorney and Gilmore & Bell, P.C., are hereby further authorized
and directed to take such other actions as may be appropriate or desirable to accomplish the purposes of
this Resolution.
Section 6. Effective Date. This Resolution shall take effect after its adoption by the
Governing Body.
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
600596.20002\RESOLUTION V.I
ADOPTED by the Governing Body of the City of Salina, Kansas on this 23`d day of May, 2022.
(SEAL)
Mayor
ATTEST:
City Clerk
600596.20002UtESOLUTION
(Signature Page to Resolution Calling Hearing)
CERTIFICATE
I hereby certify that the above and foregoing is a true and correct copy of the Resolution No. 22-
8050 adopted by the Governing Body of the City on this 231 day of May, 2022 as the same appear of record
in my office.
DATED: May 27, 2022
City Clerk
600596.20002UZESOLUTION
(Certificate to Resolution Calling Hearing)
EXHIBIT A
LEGAL DESCRIPTION OF PROPOSED
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
A portion of the North Half of the Southwest Quarter of Section 35, Township 14 South, Range 3 West of
the Sixth Principal Meridian, County of Saline, State of Kansas, being described by as follows:
Commencing at the center comer of said Section 35: thence N 89°45'10" W along the North line of said
North Half, a distance of 327.92 feet to the intersection of said North line and the Centerline of Dry Creek,
said point also being the point of beginning; thence S 01'56'22" E on said Centerline, a distance of 146.36
feet; thence S 30°47'12" W continuing on said Centerline, a distance of 413.69 feet; thence S 00°56'52" W
continuing on said Centerline; a distance of 136.71 feet; thence S 10°54'41" E continuing on said Centerline,
a distance of 406.12 feet; thence S 10°43'00" W continuing on said Centerline, a distance of 240.29 feet to
the intersection of said Centerline and the North line of Wheatridge Addition to the City of Salina; thence
N 89°38'06" W on said North line, a distance of 398.86 feet; thence N 00° 19'09" E continuing on said North
line, a distance of 250.32 feet; thence N 89°37'09" W continuing on said North line and it prolongation, a
distance of 1718.33 feet to the intersection of said North line's prolongation and the West right-of-way line
of the Missouri Pacific Railroad, said railroad right-of-way disclaimed by Deed Book 1232, Pages 959-961
in the Office of the Register of Deeds of Saline County; thence N 00°06'43" W on said west right-of-way
line, a distance of 1018.85 feet to the intersection of said west right-of-way line and the North line of said
North half; thence S 89°45'10" E on said North line, a distance of 2294.62 feet to the point of beginning.
Said Tract contains 53.22 acres more or less.
Together with public rights-of-way and access easement areas adjacent thereto
600596.20002\RESOLUTION V.I
A-1
EXHIBIT B
MAP OF PROPOSED
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
1 inch = 600 feet
600596.20002TTSOLUTION V.1
B-1
EXHIBIT C
NAMES AND ADDRESSES OF THE OWNERS OF RECORD
OF ALL REAL ESTATE PARCELS WITHIN THE PROPOSED
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
AND THE EXISTING ASSESSED VALUATION OF SAID REAL ESTATE PARCELS
AND NAMES AND ADDRESSES OF THE DEVELOPERS
Owner of Real Property:
Developer:
Existing Assessed Valuation of the District:
600596.20002UiESOLUTION VA
C-1
Storage Mart LLC
P.O. Box 3213
Salina, Kansas
Building Kansas, LLC
119 West Iron, Suite 700
Salina, Kansas 67402
Land - $6,687
Improvements - $0
EXHIBIT D
DESCRIPTION OF THE HOUSING AND PUBLIC FACILITIES PROJECT OR PROJECTS
THAT ARE PROPOSED TO BE CONSTRUCTED OR IMPROVED IN THE PROPOSED
AERO PLAINS PHASE ONE
RURAL HOUSING INCENTIVE DISTRICT
Housing Facilities
The housing facilities consist of constructing approximately 150 townhome units (75 structures), each
between approximately 1000-1650 square feet with 2 or 3 bedrooms depending on the unit type, 2-3
bathrooms, and a two -car garage.
Public Facilities
Public facilities and public improvements will include construction of Infrastructure Improvements located
within the boundaries of the District, and all related infrastructure, including but not limited to streets,
parking, water, sanitary sewer, storm sewer, gas, and electric improvements. Infrastructure improvements
may be constructed prior to or concurrently with the housing facilities in the project.
600596.200021RESOLUTION V.I
D -I
EXHIBIT E
SUMMARY OF THE CONTRACTUAL ASSURANCES BY THE DEVELOPER AND OF THE
COMPREHENSIVE FEASIBILITY ANALYSIS
Contractual Assurances
The Governing Body of the City of Salina will enter into a development agreement with Building Kansas,
LLC, the developer. This agreement, as supplemented and amended, includes the project construction
schedule, a description of projects to be constructed, financial obligations of the developer and financial
and administrative support from the City of Salina, Kansas.
Feasibility Study
A study was conducted to determine whether the public benefits derived from the District will exceed the
costs and that the income from the District, together with other sources of revenue provided by the
developer, would be sufficient to pay for the public improvements to be undertaken in the District. The
analysis estimates the property tax revenues that will be generated from the Development, less existing
property taxes to determine the revenue stream available to support the reimbursement to the Developer for
all or a portion of the costs of financing the public infrastructure. The estimates indicate that the revenue
realized from the project would be adequate to pay the eligible costs.
600596.20002UZESOLUTION VA
E-1