DEVELOPMENT AGREEMENT CITY OF WICHITA, …...600809.20020\DEVELOPMENT AGREEMENT V.8 Gilmore & Bell,...

$: DEVELOPMENT AGREEMENT CITY OF WICHITA, …...600809.20020\DEVELOPMENT AGREEMENT V.8 Gilmore & Bell, P.C. 12/13/2019 DEVELOPMENT AGREEMENT between the CITY OF WICHITA, KANSAS, and RIVERFRONT$
600809.20020\DEVELOPMENT AGREEMENT V.8

Gilmore & Bell, P.C.12/13/2019

DEVELOPMENT AGREEMENT

between the

CITY OF WICHITA, KANSAS,

and

RIVERFRONT PARTNERS, L.L.C.

Dated as of [Dated Date]

Relating to the Redevelopment of the Riverfront Village Project


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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01. Definitions of Words and Terms.......................................................................................2Section 1.02. Rules of Construction .......................................................................................................8

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.01. Representations of the City...............................................................................................8Section 2.02. Representations of the Developer.....................................................................................9Section 2.03. Conditions to the Effective Date of this Agreement .......................................................10Section 2.04. Maintenance of Existence............................................................................................... 11

ARTICLE III

DEVELOPMENT OF THE PROJECT

Section 3.01. Developer Project Phase Notice. .................................................................................... 11Section 3.02. Cost of the Developer Project.........................................................................................12Section 3.03. Design of the Developer Project.....................................................................................12Section 3.04. Intentionally Deleted Prior to Execution. .......................................................................12Section 3.05. Construction of the Developer Project. ..........................................................................12Section 3.06. Construction Plans..........................................................................................................12Section 3.07. Construction Permits and Approvals. .............................................................................12Section 3.08. No Waiver. ......................................................................................................................13Section 3.09. Certificate of Substantial Completion. ...........................................................................13Section 3.10. Covenant for Non-Discrimination. .................................................................................13Section 3.11. Operation of Developer Project......................................................................................13Section 3.12. Hotel Flag. ......................................................................................................................13Section 3.13. Land Use Restrictions.....................................................................................................14Section 3.14. Relocation Restrictions...................................................................................................14Section 3.15. Payment of Taxes............................................................................................................14Section 3.16. City Right to Terminate. .................................................................................................14Section 3.17. Developer Right to Terminate. .......................................................................................14

ARTICLE IV

PARKING AND INFRASTRUCTURE MATTERS

Section 4.01. Stadium Surface Parking. ...............................................................................................14Section 4.02. Parking Easement. ..........................................................................................................15Section 4.03. Multi-Modal Parking Garage..........................................................................................15


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Section 4.04. Developer Parking Garage..............................................................................................15Section 4.05. Extension of Texas Street. ..............................................................................................15Section 4.06. Improvement of Douglas and McLean Intersection. ......................................................16

ARTICLE V

CITY PROGRAMS

Section 5.01. Industrial Revenue Bonds...............................................................................................16Section 5.02. CID. ................................................................................................................................17Section 5.03. TIF. .................................................................................................................................17Section 5.04. Allocation of STAR, TIF and CID Revenues. ................................................................18Section 5.05. Benefit District. ..............................................................................................................18Section 5.06. Special Assessment CID.................................................................................................18

ARTICLE VI

CID SALES TAX FINANCING

Section 6.01. CID Sales Tax.................................................................................................................19Section 6.02. CID Sales Tax Fund........................................................................................................19Section 6.03. Pay-as-you-go Financing of the CID Costs. ...................................................................19Section 6.04. Certification of CID Expenditures..................................................................................20Section 6.05. Reimbursement...............................................................................................................20Section 6.06. Payment of CID Administrative Fees.............................................................................20Section 6.07. Sales Tax Information.....................................................................................................21Section 6.08. Termination of the CID Sales Tax District. ....................................................................21Section 6.09. Modification of the CID Sales Tax District. ...................................................................21Section 6.10. Public Disclosure............................................................................................................21Section 6.11. Financing Costs Reimbursement. ...................................................................................21

ARTICLE VII

TIF FINANCING

Section 7.01. TIF Fund.........................................................................................................................22Section 7.02. Pay-as-you-go Financing of TIF Eligible Developer Costs............................................22Section 7.03. Certification of TIF Expenditures...................................................................................22Section 7.04. Reimbursement...............................................................................................................23Section 7.05. Financing Costs Reimbursement. ...................................................................................23

ARTICLE VIII

INDEMNITY

Section 8.01. Indemnification of City...................................................................................................23


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ARTICLE IX

DEFAULTS AND REMEDIES

Section 9.01. Defaults – General. .........................................................................................................24Section 9.02. Default Proceedings........................................................................................................24Section 9.03. Remedies on Default. .....................................................................................................24Section 9.04. Legal Actions..................................................................................................................25Section 9.05. Rights and Remedies are Cumulative.............................................................................26Section 9.06. Inaction Not a Waiver of Default....................................................................................26Section 9.07. Enforced Delay; Extension of Times of Performance. ...................................................26

ARTICLE X

GENERAL PROVISIONS

Section 10.01. Amendment. ...................................................................................................................26Section 10.02. Assignment. ....................................................................................................................26Section 10.03. Right to Inspect...............................................................................................................28Section 10.04. Right of Access...............................................................................................................28Section 10.05. No Other Agreement.......................................................................................................28Section 10.06. Severability. ....................................................................................................................28Section 10.07. Notice. ............................................................................................................................28Section 10.08. Counterparts. ..................................................................................................................29Section 10.09. Consent or Approval.......................................................................................................29Section 10.10. Survival...........................................................................................................................29Section 10.11. Incorporation of Exhibits................................................................................................30Section 10.12. Mutual Assistance...........................................................................................................30Section 10.13. Effect of Violation of the Terms and Provisions of this Agreement; No

Partnership. .................................................................................................................30Section 10.14. Time of Essence..............................................................................................................30Section 10.15. Conflicts of Interest. .......................................................................................................30Section 10.16. Required Disclosures......................................................................................................30Section 10.17. Tax Implications. ............................................................................................................30Section 10.18. Authorized Parties. .........................................................................................................30Section 10.19. Electronic Transactions...................................................................................................31Section 10.20. Cash Basis and Budget Laws..........................................................................................31Section 10.21. Effective Date. ................................................................................................................31Section 10.22. Termination Date. ...........................................................................................................31

Exhibit A Legal Description and Map of Riverfront Development PropertyExhibit B Conceptual Site Plan Exhibit C Conceptual Project BudgetExhibit D Legal Description and Map of Stadium and WRLP PropertyExhibit E Legal Description and Map of Surface Lot PropertyExhibit F Real Estate Purchase AgreementExhibit G Form of Certificate of Substantial CompletionExhibit H Hotel Flag Requirement ExamplesExhibit I Land Use RestrictionsExhibit J Texas Street SpecificationsExhibit K Texas Street Property Legal Description and Map


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Exhibit L Douglas and McLean Intersection SpecificationsExhibit M Excess Intersection Property Legal Description and MapExhibit N Form of IRB Letter of IntentExhibit O Form of CID Sales Tax PetitionExhibit P Legal Description and Map of CID Sales Tax District Exhibit Q Form of CID Special Assessment PetitionExhibit R Form of CID Special Assessment ResolutionExhibit S Form of CID Special Assessment OrdinanceExhibit T Form of Certificate of CID ExpendituresExhibit U Legal Description and Map of TIF DistrictExhibit V Form of Certificate of TIF ExpendituresExhibit W Project Budget


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THIS DEVELOPMENT AGREEMENT (this “Agreement”), is made and entered into as of [Dated Date], by and between the CITY OF WICHITA, KANSAS, a municipal corporation duly organized under the laws of the State of Kansas (the “City”) and RIVERFRONT PARTNERS, L.L.C., a Kansas limited liability company (the “Developer”) (the Developer and the City are collectively referred to as the “Parties” and each a “Party”).

RECITALS

A. The Developer has entered into a Real Estate Purchase Agreement with the Metropolitan Baptist Church of Wichita, Kansas (the “Church”) dated July 28, 2017 (as amended, the “Church Purchase Agreement”) regarding the acquisition of certain property generally located southwest of the intersection of Douglas Avenue and McLean Boulevard within the City and more particularly described in Exhibit A attached hereto (the “Riverfront Development Property”).

B. The Developer intends to close on the purchase of the Riverfront Development Property and to redevelop such property into a mixed use development as more particularly set forth in this Agreement, which may include apartments, restaurants, entertainment, hotel, retail, offices, parking garage, and public plazas and walkways (collectively, the “Developer Project”).

C. The Riverfront Development Property will be developed in accordance with the demands of the market, both in terms of timing and use. The Developer delivered to the City the Conceptual Site Plan attached hereto as Exhibit B and the Conceptual Project Budget attached hereto as Exhibit C, reflecting conceptual design and estimated expenses based on potential development, which site plan and budget shall not be deemed a representation or obligation of the Developer with respect to any particular use and/or development on the Riverfront Development Property.

D. The City has entered into an agreement with YES2NO, LLC pursuant to which YES2NO, LLC will operate a City-owned baseball stadium under construction on property adjacent to the Riverfront Development Property and generally located northwest of the intersection of Maple Street (“Maple”) andMcLean Boulevard (“McLean”) within the City and more particularly described in Exhibit D attached hereto (the “Stadium”).

E. The City has entered into an agreement with Wichita Riverfront LP (“WRLP”) pursuant to which WRLP will develop certain tracts of property generally located north of Maple on the east side of McLean, and depicted on the map on Exhibit D attached hereto (the “WRLP Property”).

F. The City has estimated the cost of the Stadium to be approximately $83,000,000, which is anticipated to be financed by bonds issued by the City of approximately $40,000,000 of net proceeds of sales tax revenue bonds (“STAR Bonds”), approximately $14,000,000 of net proceeds of tax increment financing bonds (“TIF Bonds”), approximately $13,000,000 of net proceeds of community improvement district bonds (“CID Bonds”), and approximately $16,000,000 of net proceeds of general obligation bonds (“GO Bonds” and collectively, the “City Stadium Bonds”).

G. The City is making certain infrastructure improvements, including improvements to McLean, water improvements, sewer improvements, and utility improvements, to serve the Stadium site and affecting the Riverfront Development Property, a portion of which will be paid from the proceeds of the City Stadium Bonds.


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H. The City intends to develop additional parking options to serve the Stadium, including surface parking. Townstreet Partners, L.L.C., an Affiliate Entity (“Townstreet”), has obtained certain property near the Stadium and generally located along the west side of Sycamore Street between Texas Street and Maple (the “Surface Lot Property”), as more particularly described on Exhibit E. The City and Townstreet will enter into a Real Estate Purchase Agreement whereby Townstreet will sell to the City and the City will purchase the Surface Lot Property.

I. So long as the Developer remains in compliance with this Agreement, the City agrees to permit the Developer Project to participate in certain City programs as more particularly set forth in this Agreement, including:

the exchange of certain property to allow for street right-of-way modifications; the use of certain proceeds generated by the tax increment financing district encompassing

the Riverfront Development Property on a pay-as-you-go basis; the use on a pay-as-you-go basis of certain proceeds generated by the creation of a

community improvement district encompassing the Riverfront Development Propertyimposing a 2% sales tax;

the issuance of industrial revenue bonds for purposes of a sales tax exemption; the financing of certain improvements to the Riverfront Development Property payable by

community improvement district special assessments levied upon the Riverfront Development Property; and

the creation of a benefit district and the financing of certain improvements to the Riverfront Development Property payable by benefit district special assessments levied upon the Riverfront Development Property.

J. The purpose and intent of the agreements of the Parties set forth in this Agreement is to provide for substantial and long-lasting improvement of the character of the Riverfront Development Property that will contribute to the revitalization, growth and economic development of the City and the Stadium area.

K. The Parties now desire to enter into this Agreement to formalize the construction and financing of the improvements to the Riverfront Development Property for the purposes described herein.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01. Definitions of Words and Terms. Capitalized words used in this Agreement have the meanings set forth in the Recitals to this Agreement or they have the following meanings:

“Action” means any suit, action, investigation, claim or proceeding.

“Affiliate Entity” means any entity wholly-owned by either the Developer or its Principals, or any entity under common control of or by the Developer or its Principals, or under common control by the shareholders or principals of the same.


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“Approving Resolution” means the Resolution adopted by the Governing Body approving the execution of this Agreement.

“Ballpark Village Master Plan” means the special zoning district established as the PUD that overlays, in part, the Riverfront Development Property.

“Benefit District Act” means K.S.A. § 12-6a01 et seq.

“Certificate of Substantial Completion” means a certificate in substantially the form attached as Exhibit G hereto furnished by the Developer and approved by the City pursuant to this Agreement upon completion of each Developer Project Phase.

“Certification of CID Expenditures” is the form attached as Exhibit T.

“Certification of TIF Expenditures” is the form attached as Exhibit V.

“CID Act” means K.S.A. § 12-6a26 et seq.

“CID Developer Improvements” means that portion of the Developer Project the costs of which may be reimbursed to the Developer from Eligible Developer CID Funds as CID Eligible Developer Costs, as set forth in the Developer Project Budget, including fountains, shelters, benches, sculptures, lighting, decorations, landscaping, hardscape, and similar amenities but which shall otherwise specifically exclude cost of vertical construction of buildings or structures other than multi-level parking facilities and shall specifically exclude land acquisition other than the acquisition of land to be used for multi-level parking facilities and/or public spaces.

“CID Developer Sales Tax Revenues” means CID Sales Tax revenues generated on or attributable to the Riverfront Development Property, less 2% for payment of the State Administrative Fee, 5% for payment of the City Administrative Fee, and 10% for payment of the City Capital Improvement Fee.

“CID Eligible Developer Costs” means the actual costs of the CID Developer Improvements plus eligible financing costs pursuant to Section 6.11, less any amounts reimbursed for such costs from Eligible Developer TIF Funds in accordance with Article VII hereof, all of which must be “costs” of a “project” as defined in the CID Act.

“CID Policy” means the policy of the City governing the use of CID financing within the City, as most recently approved by the Governing Body on December 7, 2010, and as amended from time-to-time thereafter.

“CID Sales Tax” means an additional 2% sales tax on all taxable sales within the CID Sales Tax District authorized by the CID Act and the CID Sales Tax Ordinance.

“CID Sales Tax Bonds” means the bonds issued by the City to finance a portion of the costs of the Stadium and secured by the CID Sales Tax.

“CID Sales Tax District” means the Multi-Sport Stadium Community Improvement District, as modified to include Riverfront Development Property in accordance with the CID Sales Tax Ordinance and the CID Act.


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“CID Sales Tax Fund” means the separate fund to be established by the City for deposit of the CID Sales Tax revenues received from the State and collected within the CID Sales Tax District, and that is used to finance or reimburse eligible costs pursuant to the CID Act

“CID Sales Tax Petition” means a petition substantially in the form attached hereto as Exhibit Orequesting the addition of the Riverfront Development Property to the Multi-Sport Stadium Community Improvement District for purposes of imposing an additional sales tax to finance eligible costs pursuant to the CID Act.

“CID Sales Tax Ordinance” means an ordinance that if passed by the Governing Body of the City will expand the Multi-Sport Stadium Community Improvement District to include the Riverfront Development Property, after receipt of a sufficient CID Sales Tax Petition.

“CID Sales Tax Term” means a term commencing on the date the Director of Taxation for the State of Kansas begins collecting the CID Sales Tax within the CID Sales Tax District and expiring on the earlier of (a) the 22nd anniversary of the date of commencement of CID Sales Tax collection; or (b) when all eligible costs have been paid.

“CID Special Assessment Ordinance” means an ordinance substantially in the form attached hereto as Exhibit S that if passed by the Governing Body of the City will create the CID Special Assessment District, after receipt of a sufficient CID Special Assessment Petition.

“CID Special Assessment Petition” means a petition substantially in the form attached hereto as Exhibit Q submitted to the City requesting the formation of the CID Special Assessment Tax District.

“CID Special Assessment Resolution” means a resolution substantially in the form attached hereto as Exhibit R that if adopted by the Governing Body of the City after receipt of a sufficient CID Special Assessment Petition will call for a public hearing regarding the creation of the CID Special Assessment District and the issuance of full faith and credit bonds pursuant to the CID Act to fund improvements within the CID Special Assessment Tax District.

“CID Special Assessment Tax District” means a community improvement district encompassing the Riverfront Development Property formed in accordance with the CID Special Assessment Ordinance and the CID Act.

“City” means the City of Wichita, Kansas.

“City Administrative Fee” means an amount equal to five percent (5%) of the total annual CID Sales Tax revenues received by the City from the CID Sales Tax District.

“City Attorney” means the Director of Law and City Attorney of the City, or in the absence of the City Attorney any duly appointed Deputy, Assistant or Acting City Attorney.

“City Building Code” means the Wichita/Sedgwick County Unified Building and Trade Code, or any successor thereto in effect in the City during construction of the Developer Project.

“City Capital Improvement Fee” means an amount equal to ten percent (10%) of the total annualCID Sales Tax revenues received by the City from the CID Sales Tax District to pay for capital improvements within the CID Sales Tax District.


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“City Engineer” means the City Engineer of the City, or in the absence of the City Engineer any duly appointed Deputy, Assistant or Acting City Engineer.

“City Indemnified Parties” means City’s Governing Body members, employees, agents and independent contractors and consultants.

“City Manager” means the City Manager of the City, or in the absence of the City Manager any duly appointed Deputy, Assistant or Acting City Manager.

“City Representative” means the City Manager or his or her designee as evidenced by a written certificate furnished to the Developer containing the specimen signature of such person or persons and signed by the City Manager.

“Claimant” shall mean any Party claiming a default in accordance with Article IX of this Agreement.

“Conceptual Site Plan” means the drawings, renderings, elevations and plans depicting the conceptual appearance of the potential development of the Developer Project, attached as Exhibit B, which site plan shall not be deemed a representation or obligation of the Developer with respect to any particular use and/or development on the Riverfront Development Property.

“Construction Plans” means the plans, drawings, specifications and related documents, and construction schedules for the construction of each Developer Project Phase, together with all supplements, amendments or corrections approved by the City.

“Delano Neighborhood Plan” means the Delano Neighborhood Plan, which includes the Ballpark Village Master Plan as one of its components, setting compatible uses, design standards and themes within the PUD.

“Developer” means Riverfront Partners, L.L.C.

“Developer Parking Garage” means a multi-level parking facility constructed by Developer on the Riverfront Development Property as part of the Developer Project.

“Developer Project” means the redevelopment of the Riverfront Development Property through the design, engineering, constructing, reconstructing, furnishing, and equipping of a mixed-usedevelopment which may include apartments, restaurants, entertainment, hotel, retail, offices, parking garage, public plazas and walkways, and certain other improvements to the Riverfront Development Property.

“Developer Project Budget” means the budgets contained in applicable Developer Project Phase Notice, all as incorporated into this Agreement as Exhibit W.

“Developer Project Phase” means a phase of construction of the Developer Project, as described in a Developer Project Phase Notice.

“Developer Project Phase Notice” means a notice delivered by Developer and approved by the City in accordance with Section 3.01 of this Agreement.


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“Developer Project Tax Increment Funds” means 100% of the funds actually paid to the City by the Sedgwick County Treasurer as incremental property taxes collected for the TIF District attributable to the Riverfront Development Property, pursuant to the TIF Act.

“Downtown Development Incentives Policy” means Downtown Development Incentives Policy,as most recently approved by the Governing Body pursuant to Resolution No. 14-160 adopted on June 10, 2014 and as amended from time-to-time thereafter.

“Effective Date” means the date when this Agreement has been fully executed and all requirements of Section 2.03 have been satisfied.

“Eligible Developer Funds” means the CID Developer Sales Tax Revenues and Developer ProjectTax Increment Funds to which Developer has priority pursuant to Section 5.04 of this Agreement.

“Eligible Developer CID Funds” means the CID Developer Sales Tax Revenues that are Eligible Developer Funds.

“Eligible Developer TIF Funds” means the Developer Project Tax Increment Funds that are Eligible Developer Funds.

“Event of Default” shall have the meaning set forth in Article IX of this Agreement.

“Excusable Delays” means any delay beyond the reasonable control of the Party affected, caused by damage or destruction by fire or other casualty, earthquake, power failure, strike, shortage of materials, unavailability of labor, delays in construction of nearby public streets, roads, right-of-way, interstate or highway, delays in the opening of the Stadium, adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or abnormal duration, tornadoes, and any other events or conditions, which shall include but not be limited to any action or inaction of any Party to this Agreement or other governmental body (including any designees of the foregoing) and any litigation interfering with or delaying the construction of all or any portion of the Developer Project in accordance with this Agreement, which in fact prevents the Party so affected from discharging its respective obligations hereunder.

“Governing Body” means the Mayor and City Council of the City.

“Governmental Approvals” means all plat approvals, re-zoning or other zoning changes, site plan approvals, conditional use permits, variances, building permits, architectural review or other subdivision, zoning or similar governmental permits, licenses, or approvals required by applicable law for the implementation of the Developer Project.

“Grant” has the meaning set forth in Section 4.02.

“Hotel Flag Requirement” means a full service or select service hotel that meets the requirements established by: (i) Forbes Travel Guide of a Three Star Hotel or higher; or (ii) AAA of a Three Diamond Hotel or higher. In the event that either of such publications is no longer in existence such other comparable rating guide as may be agreed upon by the City and Developer may be substituted. Examples of franchisors which currently meet the Hotel Flag Requirement are set forth on Exhibit H.

“IRB” or “IRBs” means the industrial revenue bonds to be issued pursuant the IRB Act in accordance with the provisions of Article V hereof.


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“IRB Act” means K.S.A. 12-1740 et seq., as amended and supplemented.

“Letter of Intent” means the letter of intent to issue the IRB substantially in the form set forth on Exhibit N hereto.

“Multi-Sport Stadium Community Improvement District” means the Multi-Sport Stadium Community Improvement District created pursuant to Ordinance [__-____] and including the Stadium and other City-owned property adjacent thereto.

“Parking Easement” means the Parking Easement to be entered into between the Developer and the City including the terms set forth in Section 4.02.

“Principals” means George E. Laham, II, David Wells, David Burk, Jerry Jones and any other entities or persons having an ownership or equity position in the Developer or any Affiliate Entity in excess of 20%.

“Project Approvals” means all certificates, licenses, inspections, franchises, consents, immunities, permits, authorizations and approvals, governmental or otherwise, necessary to operate and maintain the Developer Project.

“Real Estate Purchase Agreement” means the Real Estate Purchase Agreement between the Cityand Townstreet attached hereto as Exhibit F.

“Riverfront Development Property” means the real property described on Exhibit A hereto.

“Sales Tax Act” means K.S.A. 79-3601 et seq., as amended and supplemented.

“State” means the State of Kansas.

“State Administrative Fee” means an amount equal to two percent (2%) of the total annual CID Sales Tax revenues received by the State from the CID Sales Tax District.

“Surface Lot Property” means the property owned by Townstreet and generally located along the west side of Sycamore Street between Texas Street and Maple Street, as more particularly described on Exhibit E.

“Term” means the term of this Agreement commencing on the Effective Date and, unless terminated earlier as provided in this Agreement, expiring on the latest of: (i) the date all TIF Eligible Developer Costs have been paid from the Eligible Developer TIF Funds, subject to the requirements and limitations set forth in Article V; (ii) the date all CID Eligible Developer Costs have been paid from the Eligible Developer CID Funds, subject to the requirements and limitations set forth in Article V; (iii) 20 years after the date of the TIF Ordinance; or (iii) the expiration of the CID Sales Tax Term.

“TIF Act” means K.S.A. 1770 et seq., as amended and supplemented.

“TIF District” means the “West Bank Redevelopment District,” a tax increment financing district created by the City pursuant to the TIF Ordinance in accordance with the TIF Act, which specifically includes the Riverfront Development Property.

“TIF Eligible Developer Costs” means all Developer Project costs which are eligible for reimbursement from Eligible Developer TIF Funds under the TIF Act and are identified in the Developer


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Project Budget, including but not limited to: site preparation and drainage related facilities, utility relocations and extensions, multilevel parking facilities, water mains and extensions, plazas, sidewalks, street grading, paving, curbing, guttering, surfacing, street light fixtures, connection and facilities, landscaping and landscape lighting, plantings, fountains, shelters, benches, sculptures, lighting, decorations and similar amenities, acquisition of land to be used for multi-level parking facilities and/or public spaces, related expenses to redevelop and finance the development.

“TIF Ordinance” means Ordinance No. 51-[___], passed by the Governing Body of the City creating the TIF District, as modified by Ordinance No. [____].

“Vertical Construction” means the construction of footings and foundation of a Developer Project Phase pursuant to Construction Plans.

Section 1.02. Rules of Construction. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Agreement:

(a) The terms defined in this Article include the plural as well as the singular.

(b) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles.

(c) All references herein to “generally accepted accounting principles” refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms.

(d) All references in this instrument to designated “Articles,” “Sections” and other subdivisions are to 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 shall not affect the construction hereof.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.01. 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.


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(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. 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.

(e) No Default. No default or Event of Default has occurred and is continuing, and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a default or an event of default in any material respect on the part of the City under this Agreement.

Section 2.02. Representations of the Developer. 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 it is now a party, and do not and will not constitute a default under any of the foregoing.

(c) No Litigation. No litigation, proceeding or investigation is pending or, to the knowledge of the Developer, threatened against the Developer Project, the Developer or any officer, director, member or shareholder of the Developer. In addition, no litigation, proceeding or investigation is pending or, to the knowledge of the Developer, threatened against the Developer seeking to restrain, enjoin or in any way limit the approval or issuance and delivery of this Agreement or which would in any manner challenge or adversely affect the existence or powers of the Developer to enter into and carry out the transactions described in or contemplated by the execution, delivery, validity or performance by the Developer, of the terms and provisions of this Agreement.


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(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 materially adversely 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. Other than as set forth herein, 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.

(f) No Default. No default or Event of Default has occurred and is continuing, and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a default or an event of default in any material respect on the part of the Developer under this Agreement, or any other material agreement or material instrument to which the Developer is a party or by which the Developer is or may be bound.

(g) Compliance with Laws. The Developer has not received notice of non-compliance with any valid laws, ordinances, orders, decrees, decisions, rules, regulations and requirements from any duly constituted governmental authority, commission or court applicable to any of its affairs, business, operations as contemplated by this Agreement.

(h) Other Disclosures. The information furnished to the City by the Developer in connection with the matters covered in this Agreement are true and correct and do not contain any untrue statement of any material fact and do not omit to state any material fact required to be stated therein or necessary to make any statement made therein, in the light of the circumstances under which it was made, not misleading.

Section 2.03. Conditions to the Effectiveness of this Agreement. Contemporaneously with the execution of this Agreement, and as a precondition to the effectiveness of this Agreement, to the extent they have not already done so, 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 ten days of the adoption of the Approving Resolution, each certified by the Secretary of State of the State of Kansas;

(b) a list of each Principal of the Developer and their associated percentage ownership, and if such member is not an individual, the individual owners and percentage ownership of such member;

(c) a duly executed copy of the Real Estate Purchase Agreement attached hereto as Exhibit F;

(d) the Conceptual Site Plan attached hereto as Exhibit B;

(e) the Conceptual Project Budget attached hereto as Exhibit C; and


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(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.

Section 2.04. Maintenance of Existence. During the term of this Agreement, the Developer will maintain its legal existence, will continue to be in good standing under the laws of its state of organization, will continue to be qualified to do business in 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.

ARTICLE III

DEVELOPMENT OF THE PROJECT

Section 3.01. Developer Project Phase Notice.

(a) Prior to commencement of construction of any portion of the Developer Project, the Developer will deliver to the City a Developer Project Phase Notice. Each Developer Project Phase Notice will include, for that Developer Project Phase:

(i) elevations and site plans for the proposed improvements;

(ii) a project budget identifying estimated CID Eligible Developer Costs and TIF Eligible Developer Costs;

(iii) anticipated date of completion for such Developer Project Phase;

(iv) projected CID Sales Tax revenues, if any;

(v) requested CID special assessments, if any;

(vi) requested benefit district special assessments, if any; and

(vii) projected TIF revenues.

(b) The City will have twenty (20) calendar days after receipt of any Developer Project Phase Notice to review and respond by written notice to the Developer. The City shall approve the Developer Project Phase Notice if: (i) the Developer has complied with all requirements of this Agreement; (ii) the Developer Project Budget does not provide for reimbursement of expenses that would not properly be characterized as CID Eligible Developer Costs or TIF Eligible Developer Costs; (iii) the Developer Project Budget does not provide for reimbursement of funds in excess of Eligible Developer Funds; and (iv) the site plans and elevations are in compliance with all requirements in Section 3.03. If the City reasonably disapproves of a Developer Project Plan Notice, the City will notify the Developer in writing of the reason for such disapproval within such twenty (20) day period and may request additional information from the Developer. In the event of a request for additional information, the twenty (20) day period for the City to respond will be extended for an additional twenty (20) day period commencing upon receipt by the City of the additional information requested from the Developer. Said twenty (20) day period of extension will only apply to the first request for additional information made by the City with respect to each


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Developer Project Phase Notice. In the event the City disapproves any Developer Project Phase Notice, the Developer shall have the right to appeal such determination to the Governing Body.

(c) Developer acknowledges and agrees that, in the event it is proposing to use any Eligible Developer TIF Funds, it will be required to go through the Downtown Review Committee Process in accordance with the Downtown Development Incentives Policy.

Section 3.02. Cost of the Developer Project. The Developer shall be solely responsible for and will pay the costs of the Developer Project, subject to the terms of this Agreement governing reimbursement from Eligible Developer TIF Funds for TIF Eligible Developer Costs and reimbursement from Eligible Developer CID Revenues for expenditures of CID Eligible Developer Costs

Section 3.03. Design of the Developer Project. The Riverfront Development Property is located within and subject to the limitations imposed by the Ballpark Village Master Plan and the Delano Neighborhood Plan. The Developer will design and develop the Developer Project in compliance with the Baseball Village Master Plan, the Delano Neighborhood Plan and all applicable building codes, laws, and regulations (including the Americans With Disabilities Act, the Kansas Act Against Discrimination, and all environmental laws). Costs of any improvements to the Riverfront Development Property that do not comply with this Section 3.03, will not constitute CID Eligible Developer Costs or TIF Eligible Developer Costs eligible for reimbursement.

Section 3.04. Intentionally Deleted Prior to Execution.

Section 3.05. Construction of the Developer Project. The Developer will cause the Developer Project to be engineered and constructed in accordance with this Agreement and the Construction Plans. The Developer will obtain all Governmental Approvals for the Developer Project and the Developer Projectwill conform to all approved plans for such improvements as provided in this Agreement, applicable building codes, City Ordinances, the Downtown Development Incentives Policy, the Ballpark Village Master Plan, the Delano Neighborhood Plan, the CID Policy and all other applicable rules and regulations. All contracts with contractors for work that is paid for with Eligible Developer Funds shall warrant that the work performed or material supplied by that contractor will be free from any defects in materials and workmanship for a period of at least one (1) year from the date of completion, and that such warranty does not restrict or otherwise limit that contractor's obligation to construct such portion the Developer Project in a workmanlike manner and in accordance with the Construction Plans and this Agreement as it pertains to that contractor's work.

Section 3.06. Construction Plans. The Developer will submit Construction Plans for the Developer Project for review and approval pursuant to the City Building Code and all other applicablereview processes. The Construction Plans will be in sufficient completeness and detail to show that construction will be in conformance with this Agreement. The Developer agrees that all construction, improvement, furnishing, equipping, and installation work on the Developer Project will be done in accordance with the Construction Plans and this Agreement. The Developer will furnish to the City the number of copies of the Construction Plans as required by the City. The Construction Plans will be filed in accordance with the City Building Code.

Section 3.07 Construction Permits and Approvals. Before commencement of construction or development of any buildings, structures or other work or improvements, the Developer shall, at its own expense, secure or cause to be secured any and all 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. The City shall cooperate with and provide all usual assistance to the Developer in securing


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these permits and approvals, and shall diligently process, review and consider all such permits and approvals as may be required by law; except provided that the City shall not be required to issue any such permits or approval for any portion of the Developer Project not in conformance with this Agreement.

Section 3.08. 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 Metropolitan Area Planning Commission and Governing Body in accordance with the City’s Zoning Ordinance, the City Building Code and applicable State law.

Section 3.09. Certificate of Substantial Completion. Promptly after completion of aDeveloper Project Phase in accordance with the provisions of this Agreement, the Developer will submit a Certificate of Substantial Completion to the City. Substantial Completion means that the Developer or its successor or assigns have been granted a Temporary Certificate of Occupancy by the City for each structure built in that particular Developer Project Phase and have completed all work as required by the Construction Plans with respect to the Developer Project Phase. The Certificate of Substantial Completion will be in substantially the form attached as Exhibit G. The City will, within thirty (30) days following delivery of aCertificate of Substantial Completion, carry out such inspections as it deems necessary to verify to its reasonable satisfaction the accuracy of the certifications contained in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be deemed accepted by the City unless, prior to the end of such 30-day period after delivery, the City furnishes the Developer with specific written objections, describing such objections and the measures required to correct such objections in reasonable detail. The City’s execution of the Certificate of Substantial Completion will constitute evidence of the satisfaction of the Developer’s agreements and covenants to construct the Developer Project Phase.

Section 3.10. Covenant for Non-Discrimination. The Developer covenants by and for itself and any successors in interest that there will be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, disability, national origin or ancestry in the construction, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Developer Project, nor will the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Developer Project.

The covenant established in this Section 3.10 will, without regard to technical classification and designation, be binding for the benefit and in favor of the City, its successors and assigns and any successor in interest to the Developer Project or any part thereof. The covenants contained in this Section 3.10 will remain for so long as this Agreement is in effect.

Section 3.11. Operation of Developer Project. The Developer Project shall comply with all applicable building and zoning, health, environmental and safety codes and laws and all other applicable laws, rules and regulations. The Developer shall, at its own expense, secure or cause to be secured any and all Governmental Approvals. Until such time as construction is commenced for each phase of development, the Developer shall maintain the Riverfront Development Property in a good and safe condition, including regular maintenance and removal of vegetation.

Section 3.12. Hotel Flag. Any hotel operated on the Riverfront Development Property will at all times during the Term meet the Hotel Flag Requirement. Examples of franchisors which currently meet the Hotel Flag Requirement are set forth on Exhibit H.


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Section 3.13. Land Use Restrictions. The Developer Project will be limited to those residential and commercial uses that are expressly permitted under the Ballpark Village Master Plan and the Delano Neighborhood Plan, subject to the land use restrictions set forth on Exhibit I. The Developer agrees that the types of land uses and retailers set forth in Exhibit I hereto are prohibited in the Developer Project or on the Riverfront Development 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.

Section 3.14. Relocation Restrictions. For a period of three years following the City’s acceptance of a Certificate of Substantial Completion, the Developer or approved assignee shall present to the City a written description of potential retailer or restaurant tenants to be located within the Developer Project which are then-current tenants of properties located within a distance of two miles extending from the outside boundary lines of the Riverfront Development Property (the “Restricted Area”). Such description shall be presented to the City within thirty (30) days prior to the date when the Developer or approved assignee expect to enter into any legal obligation for the lease of such retail or restaurant tenant space. The City shall have the absolute right to refuse any such prospective tenant presented by the Developer. If the City Representative does not provide a written objection to Developer within ten (10) business days of presentment, such non-response shall constitute a waiver of any objection to Developer’s proposed sale or lease. The Developer further agrees to obtain a covenant from any assignee or purchaser of an ownership interest in the Developer Project to abide by the terms of this Section 3.14.

Section 3.15. Payment of Taxes. The Developer represents and warrant to the City that theywill pay or cause to be paid, at the times prescribed by State law, all ad valorem property taxes properly levied against the Developer Project and Riverfront Development Property.

Section 3.16. City Right to Terminate. The City will have the absolute right to terminate the ability of the Developer to exercise any City incentive programs in the event that Developer has not submitted one or more Certificates of Substantial Completion representing, collectively, at least 60,000 square feet of commercial building within 120 months of the Effective Date. The City’s election to terminate shall be conveyed to Developer in writing via US certified mail, return receipt requested, at the Notice Address. Such notice shall state the effective date of such termination. In the event Developer meets the construction thresholds of this Section 3.16 after the expiration of such 120-month period but before the City issues a termination notice, the City’s termination right shall be deemed to be of no further force and effect. In the event the City has issued a termination notice, but Developer meets the construction threshold set forth in this Section 3.16 within six months of receipt of such termination notice, it shall nullify such termination and the parties’ rights and obligations hereunder shall remain in full force and effect.

Section 3.17. Developer Right to Terminate. The Developer will have the right to terminate this Agreement if the City terminates the Real Estate Purchase Agreement. The Developer’s election to terminate shall be conveyed to the City in writing via US certified mail, return receipt requested, at theNotice Address and must be received by the City within 12 months after the Developer’s receipt of the City’s termination of the Real Estate Purchase Agreement. Such notice shall state the effective date of such termination.

ARTICLE IV

PARKING AND INFRASTRUCTURE MATTERS

Section 4.01. Stadium Surface Parking. The City desires to develop additional surface parking to serve the Stadium on the Surface Lot Property. Townstreet will sell and City will purchase the Surface


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Lot Property pursuant to the Real Estate Purchase Agreement attached as Exhibit F hereto. The Mayor and Clerk are authorized to execute the Real Estate Purchase Agreement substantially in the form of Exhibit F with such changes as may be approved by the City Attorney.

Section 4.02. Parking Easement. Within 12 months after the Effective Date, Developer will grant the City a parking easement for the use of a minimum of 100 parking spaces in the surface parking lot currently in existence on the Riverfront Development Property, to be used for public parking, subject to restrictions on Wednesdays and Sundays in order to accommodate the members of the Metropolitan Baptist Church (“Parking Easement”). The number of available parking spaces may be reduced only to the extent required by Developer’s construction of the Developer Project. Upon the construction of a Developer Parking Garage, a minimum of 100 parking spaces in the Developer Parking Garage will replace the current surface lot spaces and will be subject to the terms of the Parking Easement. On or before January 30, 2020,the City will pay to Developer the sum of Four Hundred Thousand and no/100 Dollars ($400,000.00) in cash or other readily available funds. The Parking Easement entered into between the Parties will be recorded with the Sedgwick County Register of Deeds. In the event that Developer exercises its option to terminate the Development Agreement in accordance with Section 3.17, the Developer will return the foregoing payment to the City simultaneously with the delivery to the City of its termination notice.

Section 4.03. Multi-Modal Parking Garage. The City has applied and been approved for a federal grant (the “Grant”) which will provide an estimated 80% of federally approved costs to finance the construction of the Multi-Modal Parking Garage. The City will construct the Multi-Modal Parking Garage in accordance with federally approved standards on a site that is not a part of or adjacent to the Riverfront Development Property, subject to the availability of funding for the balance of the costs not covered by the Grant. For clarity, the City is under no obligation to construct the Multi-Modal Parking Garage.

Section 4.04. Developer Parking Garage. Developer, subject to all conditions of this Agreement including conditions related to design and construction plans, may construct a multi-level parking facility on the Riverfront Development Property as part of the Developer Project (“Developer Parking Garage”). The costs of the design and construction of such a facility, as well as the acquisition cost of the land on which such facility is to be located, may be designated as TIF Eligible Developer Costs or CID Eligible Developer Costs on the Developer Project Budget.

Section 4.05. Extension of Texas Street.

(a) As part of the development of the Stadium, the City will extend Texas Street as a two-lane road from Sycamore Street east approximately [____] feet and provide pedestrian access from that point to McLean, substantially according to specifications set forth on Exhibit J.

(b) The City will complete construction of an extension of Texas Street east to McLean as provided for in the Ballpark Village Master Plan within one year after the earlier to occur of the following:

(i) the submission by the Developer of one or more Certificates of Substantial Completion representing, collectively, at least 60,000 square feet of commercial building; or

(ii) the approval by the City of a Developer Project Phase Notice that includes a request from the Developer to complete the Texas Street extension, accompanied by supporting documentation, in form and substance acceptable to the City, demonstrating that the extension is required for the Developer Project Phase.


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(c) Upon the request of the City, but in all cases at least ten days prior to commencement of construction of the extension to McLean, and simultaneous with the deeding of the Excess Intersection Property, Developer will deed to the City [__] feet of property along the southern end of the Riverfront Development Property depicted on Exhibit K (the “Texas Street Property”) in exchange for the Excess Intersection Property.

Section 4.06. Improvement of Douglas and McLean Intersection. As part of the development of the Stadium, the City will make improvements to McLean, which improvements will include making McLean a two-lane road from 1st Street to Douglas Avenue with parking on both sides of the road. In addition, the City is making improvements to the intersection of Douglas Avenue and McLean, substantially according to the specifications set forth on Exhibit L. The City does not need all of the ground it owns at that intersection for the public right-of-way and, simultaneous with the deeding of the Texas Street Property by Developer, will deed to the Developer the excess ground depicted on Exhibit M (the “Excess Intersection Property”) in exchange for the Texas Street Property.

ARTICLE V

CITY PROGRAMS

Section 5.01. Industrial Revenue Bonds.

(a) The City declares an intent to issue, pursuant to the IRB Act, industrial revenue bonds, in one or more series, in an aggregate principal amount not to exceed $127,200,000 (or such other not-to-exceed amount mutually agreed upon by the City and the Developer) to finance the Developer Project, subject to satisfaction of the conditions set forth in this Section 5.01.

(b) Pursuant to the provisions of the Sales Tax Act, particularly 79-3606(b) and (d) and other applicable laws, sales of tangible personal property or services purchased in connection with construction of the Project and financed with proceeds of the IRB’s are entitled to exemption from the tax imposed by the Sales Tax Act; provided proper application is made therefore. The City will apply to the State Department of Revenue for a sales tax exemption certificate upon the Developer’s written acceptance of the Letter of Intent containing the City’s conditions to the issuance of the Bonds in accordance with the City’s Economic Development Incentive Policy. On a monthly basis commencing on the 15th day of the month after the Developer receives a sales tax exemption certificate and continuing on the 15th of each month thereafter until the Developer has paid to the city an aggregate of $2,500,000 pursuant to this Section 5.01(b), Developer will submit to the City: (i) itemized statements of expenditures on the Developer Project indicating the amount of all sales taxes that were not paid in the previous calendar month due to reliance on the sales tax exemption certificate granted under this Agreement (the “Exempted Sales Tax”); and (ii) a payment to the City equal to one-half of the Exempted Sales Tax amount set forth on the accompanying statement. In the event that the IRB is not issued for any reason including failure of the Developer to comply with the requirements of paragraph (d) below, the Developer will not be entitled to a sales tax exemption under the terms of the Sales Tax Act and will remit to the State Department of Revenue all sales taxes that were not paid due to reliance on the sales tax exemption certificate granted under this Agreement.

(c) No exemption of ad valorem property taxation with respect to property financed by the IRB’s shall be requested by the Developer or granted by the City.

(d) The issuance of the IRB is subject to the satisfaction of the following:


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(i) the Developer’s substantial compliance with the terms of this Agreement;

(ii) the Developer’s written acceptance of a Letter of Intent;

(iii) the successful negotiation and sale of the IRBs to a purchaser, which shall be either Developer or a financial institution determined by the Developer and acceptable to the City (the “Purchaser”), which sale shall be the responsibility of the Developer and not the City;

(iv) the receipt of the approving legal opinion of Gilmore & Bell, P.C., as Bond Counsel, in form acceptable to the City, the Developer and the Purchaser;

(v) the obtaining of all necessary Governmental Approvals to the issuance of the IRBs; and

(vi) the commitment to and payment by the Developer or Purchaser of all expenses relating to the issuance of the IRBs, including, but not limited to: (1) expenses of the City and the City Attorney; (2) any placement fees and expenses; (3) all legal fees and expenses of Bond Counsel; and (4) all recording, filing fees and other expenses required by the IRB Act.

Section 5.02. Sales Tax CID.

(a) Provided that (i) the City and Townstreet close on the Real Estate Purchase Agreement or (ii) Developer does not terminate this Agreement pursuant to Section 3.17, theDeveloper will deliver to the City a petition signed by the record owners and contract purchasers of the Riverfront Development Property substantially in the form attached hereto as Exhibit O (the “CID Sales Tax Petition”) requesting to add the Riverfront Development Property to the Multi-Sport Stadium Community Improvement District (as modified, the “CID Sales Tax District”) for purposes of imposing an additional sales tax to finance eligible costs pursuant to the CID Act. A legal description and map of the boundaries of the CID Sales Tax District is set forth on Exhibit Pattached hereto. The CID Sales Tax Petition will only be considered by the Governing Body if 100% of the property owners of the land proposed to be added to the Multi-Sport Stadium Community Improvement District execute the CID Sales Tax Petition.

(b) Upon receipt of a sufficient CID Sales Tax Petition, the City agrees to proceed withthe modification of the Multi-Sport Stadium Community Improvement District through the consideration of the CID Sales Tax Ordinance as soon as reasonably possible in accordance with the timing requirements of the CID Act. The CID Sales Tax Ordinance, if passed by the Governing Body, will approve certain improvements within the CID Sales Tax District, as well as certain administrative expenses to be incurred within the CID Sales Tax District. If the Multi-Sport Stadium Community Improvement District is modified to create the CID Sales Tax District, the City will facilitate CID financing for the Developer Project pursuant to the terms of Section 5.04and Article VI of this Agreement.

Section 5.03. TIF. The City approved the creation of the TIF District through the adoption of the TIF Ordinance. The TIF Ordinance approved certain improvements within the TIF District to be financed (i) from the proceeds of special obligation bonds of the City or (ii) with pay-as-you-go financing payable from tax increment funds generated by the TIF District. The City will facilitate TIF financing for the Developer Project pursuant to the terms of Section 5.04 and Article VII of this Agreement.


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Section 5.04. Allocation of STAR, CID and TIF Revenues.

(a) All sales tax revenue pledged to the repayment of the STAR Bonds will be applied in accordance with State law to the repayment of the STAR Bonds. Developer acknowledges that it will not be entitled to any portion of sales tax revenues pledged to the repayment of the STAR Bonds.

(b) The CID Sales Tax District and the TIF District encompass property beyond the Riverfront Development Property owned by the Developer. Notwithstanding anything to the contrary contained within this Agreement, Developer acknowledges that revenues generated by the CID Sales Tax District and the TIF District will be utilized to finance improvements outside of the Developer Project and that Developer will not be entitled to:

(i) any portion of CID Sales Tax revenues generated on or attributable to property within the CID Sales District but outside of the Riverfront Development Property;or

(ii) any portion of tax increment funds generated by or attributable to property within the TIF District but outside of the Riverfront Development Property.

(c) Subject to the requirements of the CID Act, the TIF Act, and the terms of this Agreement, the Party with the first priority to utilize CID Developer Sales Tax Revenues and Developer Project Tax Increment Funds for eligible expenses will be as follows:

Cumulative CID Developer Sales Tax Revenuesand Developer Project Tax Increment Funds First Priority Party

$0 - $10,000,000 City$10,000,001 - $40,000,000 Developer

$40,000,001 and above 50% City; 50% Developer

(c) If (i) the Developer is the First Priority Party to Eligible Developer CID Funds or Eligible Developer TIF Funds that have been collected by the City and (ii) the Developer has not requested reimbursement of eligible costs pursuant to this Agreement in an amount sufficient to utilize such collected funds within 10 years of collection of the funds, then the City may utilize the funds for eligible purposes. Any amounts utilized by the City pursuant to this Section 5.04(c) will not reduce the amount of Eligible Developer CID Funds or Eligible Developer TIF Funds to which Developer will be the First Priority Party.

Section 5.05. Benefit District. The Developer may submit one or more petitions requesting the creation of improvements districts upon the Riverfront Development Property pursuant to the Benefit District Act to impose special assessments upon certain real property which will be dedicated to finance the costs of certain public infrastructure improvements. Costs financed through a benefit district special assessment will not be CID Eligible Developer Costs or TIF Eligible Developer Costs.

Section 5.06. Special Assessment CID.

(a) The Developer may submit a petition substantially in the form attached as Exhibit Q requesting the formation of the CID Special Assessment Tax District which will only provide financing for certain eligible costs through the imposition of special assessments (the “CID Special Assessment Petition”). The CID Special Assessment Petition will set forth the expected


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improvements to be made and estimated costs of the improvements and request funding from full faith and credit bonds issued pursuant to the CID Act. The CID Special Assessment Petition will only be considered by the Governing Body if executed by 100% of the property owners within the proposed CID Special Assessment Tax District.

(b) Upon receipt of a sufficient CID Special Assessment Petition, the City agrees to proceed with the creation of the proposed CID Special Assessment Tax District through the consideration of a CID Special Assessment Resolution substantially in the form attached as Exhibit R calling a public hearing on the creation of the CID Special Assessment Tax District and the issuance of full faith and credit bonds pursuant to the CID Act to fund improvements within the CID Special Assessment Tax District. If a public hearing is held, the City will consider the CID Special Assessment Ordinance substantially in the form attached as Exhibit S. The CID Special Assessment Ordinance, if passed by the Governing Body, will approve certain improvements within the CID Special Assessment Tax District, as well as certain administrative expenses to be incurred within CID Special Assessment Tax District, but will be subject to all applicable notice and protest provisions of the CID Act. If the CID Special Assessment Tax District is created, the City will facilitate CID financing for the eligible costs only through the issuance of general obligation bonds of the City payable by special assessments levied upon the property within the CID Special Assessment Tax District, as more particularly set forth in the CID Special Assessment Ordinance. Costs financed through the CID Special Assessment Tax District will not be CID Eligible Developer Costs or TIF Eligible Developer Costs.

ARTICLE VI

CID SALES TAX FINANCING

Section 6.01. CID Sales Tax. If the CID Sales Tax Ordinance is passed by the City’s Governing Body, the City will deliver a certified copy of the CID Sales Tax Ordinance to the Kansas Department of Revenue (“KDOR”). Collection of the CID Sales Tax will commence on the first day of the calendar quarter at least 90 days following KDOR’s receipt of the CID Sales Tax Ordinance, or such other time as may be required under State law, and will continue throughout the CID Sales Tax Term.

Section 6.02. CID Sales Tax Fund. During the existence of the CID Sales Tax District all CID Sales Tax revenues generated within the CID Sales Tax District will be deposited into a CID Sales Tax Fund, which will be established and administered by the City in compliance with the laws of the State and will be held solely for the payment of CID eligible costs and will not be otherwise expended or commingled with other funds.

Section 6.03. Pay-as-you-go Financing of the CID Costs. The CID Developer Sales Tax Revenues will be used in part to reimburse the Developer for CID Eligible Developer Costs, subject to the terms of this Agreement. So long as the total amount of CID Eligible Developer Costs requested for reimbursement through Eligible Developer CID Funds does not exceed the actual amount expended for such use less any amounts reimbursed for such costs from Eligible Developer TIF Funds in accordance with Article VII hereof:

(a) the Developer may seek reimbursement of any particular line item stated as CID Eligible Developer Costs in the Developer Project Budget not exceeding 110% of the amount stated therein; and


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(b) the Developer will be permitted to adjust the amounts estimated as CID Eligible Developer Costs within and between each line item with the written consent of the City Representative.

Subject to the following sentence, reimbursements will be made solely to the Developer, except for payment of the CID Administrative Fee, which will be deducted by the City in advance of distribution of Eligible Developer CID Funds to the Developer. In the event the Developer assigns its interest in this Agreement (or a portion thereof) in accordance with the provisions of Section 10.02 hereof, reimbursement for CID Eligible Developer Costs may, at the request of the Developer, be made to such assignee. Notwithstanding the foregoing, however, the City will not split reimbursement payments among multiple entities but will consent to the appointment of an independent trustee bank to receive and disburse payments among multiple entities.

Notwithstanding anything to the contrary, in no event will the Developer be reimbursed for the same costs from both Eligible Developer TIF Funds and Eligible Developer CID Funds.

Section 6.04. Certification of CID Expenditures. The Developer will certify all costs and expenditures to be made in connection with the CID Eligible Developer Costs in accordance with the following:

(a) The Developer will submit to the City a Certification of CID Expenditures in the form attached hereto as Exhibit T setting forth the amount for which reimbursement is sought and an itemized listing of the related CID Developer Improvements.

(b) Each Certification of CID Expenditures will be accompanied by such bills, contracts, invoices, and other evidence as the City reasonably requires to document that payment has been made by the Developer for such CID Eligible Developer Costs.

Section 6.05. Reimbursement. The City will have thirty (30) calendar days after receipt of any Certification of CID Expenditures to review and respond by written notice to the Developer. If the submitted documentation demonstrates that: (1) the Certification of CID Expenditures shows payment by the Developer of the CID Eligible Developer Costs; (2) the expense was incurred; (3) the costs were not reimbursed to Developer from Eligible Developer TIF Funds; (4) the Developer is not in default under this Agreement; and (5) the City has not discovered any fraud on the part of the Developer, then the City will approve the Certification of CID Expenditures and reimburse the Developer for the CID Eligible Developer Costs pursuant to the terms of this Agreement within 30 days after the City’s receipt of quarterly CID Developer Sales Tax Revenue distributions from the State, subject to the availability of sufficient Eligible Developer CID Funds. In the event the City does not respond within such 30-day period, the Certification of CID Expenditures will be deemed approved. If the City reasonably disapproves of the Certification of CID Expenditures, the City will notify the Developer in writing of the reason for such disapproval within such thirty (30) day period and may request additional information from the Developer. In the event of a request for additional information, the thirty (30) day period for the City to respond will be extended for anadditional thirty (30) day period commencing upon receipt by the City of the additional information requested from the Developer. Said thirty (30) day period of extension will only apply to the first request for additional information made by the City with respect to each Certification of CID Expenditures. In the event the City disapproves any Certification of CID Expenditures, the Developer shall have the right to appeal such determination to the Governing Body.

Section 6.06. Payment of CID Administrative Fees. The State Administrative Fee will be deducted by the State prior to distribution of the CID Sales Tax revenues to the City. The City will be paid as a first priority payment from the CID Sales Tax Fund (a) the City Administrative Fee in an amount equal


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to five percent (5%) of the total CID Sales Tax revenues generated within the CID Sales Tax District, including the Eligible Developer CID Funds, and (b) the City Capital Improvement Fee in an amount equal to ten percent (10%) of the total CID Sales Tax revenues generated within the CID Sales Tax District, including the Eligible Developer CID Funds. The City Administrative Fee is for the administration of the CID Sales Tax District only and the Developer may incur additional administrative fees from the City regarding the Developer Project that will be paid separately.

Section 6.07. Sales Tax Information.

(a) The Developer will provide the City Representative written notice of all current tenants located within the boundaries of the Riverfront Development Property prior to the opening or after the closing for business of any business within the Riverfront Development Property (and shall use commercially reasonable efforts to do so within 30 days prior to such opening or after such closing), and at all other times upon the written request of the City Representative.

(b) The Developer agrees to make commercially reasonable efforts to cause all assignees, purchasers, tenants, subtenants or any other entity acquiring property or occupancy rights in the Property (but excluding transient hotel guests and residential tenants and subtenants) to be obligated by written contract to provide to the City Representative simultaneously with submission to the Kansas Department of Revenue the monthly sales tax returns for their facilities in the CID Sales Tax District. The Developer hereby agrees that it will make all reasonable attempts to include in each such written agreement a provision that the City is an intended third-party beneficiary of such provisions and has a separate and independent right to enforce such provisions directly against such tenant or purchaser; provided however, that the failure by the Developer to secure any such obligation in any written agreement entered into by the Developer shall not be deemed an Event of Default.

(c) To the extent it may legally do so, information obtained pursuant to this Section 6.07 will be kept confidential by the City in accordance with K.S.A. 79-3657.

Section 6.08. Termination of the CID Sales Tax District. The City may not terminate the CIDSales Tax District prior to the expiration of the CID Sales Tax Term, except as provided by law or as otherwise provided in this Agreement.

Section 6.09. Modification of the CID Sales Tax District. From time to time during the CID Sales Tax Term, the City may consider modifications to the boundaries of the CID Sales Tax District, in accordance with the CID Act and the CID Policy.

Section 6.10. Public Disclosure. The Developer will or will cause any tenant or subtenant of the Developer Project to post “Signage” adjacent to the main entrance of the Developer Project and the main entrances of every retail establishment within the Riverfront Development Property. Signage is to be posted and maintained throughout the CID Sales Tax Term. For purposes of this Agreement, “Signage” means a sign at least 24 square inches in size containing the words: “THIS PROJECT MADE POSSIBLE BY COMMUNITY IMPROVEMENT DISTRICT FINANCING” using type face of at least 18 points in size, and direct individuals to the City website for further information using type face of at least 12 points in size.

Section 6.11. Financing Costs Reimbursement. In the event Developer incurs financing costs, including interest, on loans to finance and pay for CID Developer Improvements from a “non-AffiliateEntity” third party in an arms-length transaction, City will reimburse Developer as a CID Eligible Developer Cost the actual financing costs incurred and certified pursuant to Section 6.04.


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ARTICLE VII

TIF FINANCING

Section 7.01. TIF Fund. The City shall establish a TIF Fund as provided by K.S.A. 12-1775 to deposit tax increment funds generated by the TIF District, which will be established and administered by the City in compliance with the laws of the State and will be held solely for the payment of eligible costs pursuant to the TIF Act and will not be otherwise expended or commingled with other funds.

Section 7.02. Pay-as-you-go Financing of TIF Eligible Developer Costs. The Developer may seek reimbursement from Eligible Developer TIF Funds pursuant to the terms of this Section 7.02. The Developer Project will be constructed substantially in accordance with the Developer Project Budget attached as Exhibit W. So long as the total amount of TIF Eligible Developer Costs requested for reimbursement through Eligible Developer TIF Funds does not exceed the actual amount expended for such use:

(a) the Developer may seek reimbursement of any particular line item stated as TIF Eligible Developer Costs in the Developer Project Budget not exceeding 110% of the amount stated therein; and

(b) the Developer will be permitted to adjust the amounts estimated as TIF Eligible Developer Costs within and between each line item with the written consent of the City Representative.

Subject to the following sentence, reimbursements will be made solely to the Developer. In the event the Developer assigns its interest in this Agreement (or a portion thereof) in accordance with the provisions of Section 10.02 hereof, reimbursement for TIF Eligible Developer Costs may, at the request of the Developer, be made to such assignee. Notwithstanding the foregoing, however, that the City will not split reimbursement payments among multiple entities but will consent to the appointment of an independent trustee bank to receive and disburse payments among multiple entities.

Notwithstanding anything to the contrary, in no event will the Developer be reimbursed for the same costs from both Eligible Developer TIF Funds and Eligible Developer CID Funds.

Section 7.03. Certification of TIF Expenditures. The Developer will certify all costs and expenditures to be made in connection with the TIF Eligible Developer Costs in accordance with the following:

(a) The Developer will submit to the City Certifications of TIF Expenditures in the form attached hereto as Exhibit V setting forth the amount for which disbursement from Eligible Developer TIF Funds is sought and an itemized listing of the related TIF Eligible Developer Costs.

(b) Each Certification of TIF Expenditures will be accompanied by such bills, contracts, invoices, and other evidence as the City reasonably requires to document that such payment is owed or payment has been made by the Developer for such TIF Eligible Developer Costs.


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Notwithstanding the foregoing, the City will not consider for reimbursement from Eligible Developer TIF Funds any Certificate of TIF Expenditure filed prior to the date the Certificate of SubstantialCompletion has been delivered to and accepted by the City in accordance with Section 3.09.

Section 7.04. Reimbursement. The City will have thirty (30) calendar days after receipt of any Certification of TIF Expenditures for reimbursement from Eligible Developer TIF Funds to review and respond by written notice to the Developer. If the submitted documentation demonstrates that: (1) the Certification of TIF Expenditures shows payment by the Developer of the TIF Eligible Developer Costs; (2) the expense was incurred; (3) the costs were not paid from Eligible Developer CID Funds; (4) the Developer is not in default under this Agreement; and (5) the City has not discovered any fraud on the part of the Developer, then the City will approve the Certification of TIF Expenditures and reimburse the Developer for the TIF Eligible Developer Costs pursuant to the terms of this Agreement within 30 days after the City’s receipt of semi-annual Developer Project Tax Increment Funds, subject to the availability of sufficient Eligible Developer TIF Funds. In the event the City does not respond within such 30 day period, the Certification of TIF Expenditures will be deemed approved. If the City reasonably disapproves of the Certification of TIF Expenditures, the City will notify the Developer in writing of the reason for such disapproval within such thirty (30) day period and may request additional information from the Developer. In the event of a request for additional information, the thirty (30) day period for the City to respond will be extended for an additional thirty (30) day period commencing upon receipt by the City of the additional information requested from the Developer. Said thirty (30) day period of extension will apply to each request for additional information made by the City. In the event the City disapproves any Certification of TIF Expenditures, the Developer shall have the right to appeal such determination to the City’s Governing Body.

Section 7.05. Financing Costs Reimbursement. In the event Developer incurs financing costs, including interest, on loans to finance and pay for TIF Eligible Developer Costs from a “non-AffiliateEntity” third party in an arms-length transaction, City will reimburse Developer as a TIF Eligible Developer Cost the actual financing costs incurred and certified pursuant to Section 7.03.

ARTICLE VIII

INDEMNITY

Section 8.01. Indemnification of City.

(a) Developer agrees to indemnify and hold the City and the City Indemnified Parties harmless from and against any and all suits, claims, costs of defense, damages, injuries, liabilities, judgments, costs and/or expenses, including court costs and reasonable attorneys’ fees, resulting from, arising out of, or in any way connected with:

(i) the Developer’s actions and undertaking in implementation of the Developer Project or this Agreement; and

(ii) the negligence or willful misconduct of Developer, their employees, agents or independent contractors and consultants engaged or employed by the Developerin connection with the management, design, development, redevelopment and construction of the Developer Project.


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It is understood that the duty of the Developer to indemnify or hold harmless includes the duty to defend. This indemnification and hold harmless clause shall apply whether or not insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

This Section 8.01 will not apply to willful misconduct or negligence of the City or its officers, agents, or employees. This Section 8.01 includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in (i) the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”; 42 U.S.C. Section 9601, et seq.), (ii) the Resource Conservation and Recovery Act (“RCRA”; 42 U.S.C. Section 6901 et seq.) and (iii) Article 34, Chapter 65, K.S.A. and all amendments thereto, at any place where Developer owns or has control of real property pursuant to any of Developer’s activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA to assure, protect, hold harmless and indemnify the City and the City Indemnified Parties from liability.

(b) In the event any Action is begun or made as a result of which the Developer or City may become obligated to one or more of the City Indemnified Parties hereunder, any one of the City Indemnified Parties will give prompt notice to the Developer of the occurrence of such event.

(c) The rights to indemnification set forth in this Agreement will survive the expiration or earlier termination of this Agreement.

ARTICLE IX

DEFAULTS AND REMEDIES

Section 9.01. Defaults – General. Subject to the extensions of time set forth in Section 9.07below, failure or delay by any Party to perform any material term or provision of this Agreement, after receiving written notice thereof and failing to cure, as set forth in Section 9.02 below, constitutes an “Event of Default” under this Agreement. The Claimant will give written notice of default to the defaulting Party, specifying the nature of the default.

Section 9.02. Default Proceedings. The Claimant will not institute proceedings against a defaulting Party, nor be entitled to damages if the defaulting Party within fifteen (15) days from receipt of the written notice of default set forth in Section 9.01, commences with due diligence to cure, correct or remedy such failure or delay and completes such cure, correction or remedy within thirty (30) days from the date of receipt of such notice; or if such cure, correction or remedy by its nature cannot be effected within such thirty (30) day period, such cure, correction or remedy is diligently and continuously prosecuted until completion thereof.

Section 9.03. Remedies on Default.

(a) Whenever any Event of Default by the City under Section 5.01 occurs and is continuing, the only remedy that may be sought from the City is strictly limited to specific performance of the City’s obligations set forth under the defaulted section, or if applicable, the remedies set forth in the ancillary documents referenced by the defaulted section.


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(b) Whenever any Event of Default by the City not subject to Section 9.03(a) occurs and is continuing, the only remedy that may be sought from the City is strictly limited to use, as applicable, of available Eligible Developer CID Funds to pay CID Eligible Developer Costs or Eligible Developer TIF Funds to pay TIF Eligible Developer Costs (i.e., the City can have no liability under this Agreement that in any way extends to its general or tax funds, or any other source of funds apart from the Eligible Developer CID Funds and Eligible Developer TIF Fundsderived from the Developer Project), except that, in case of any diversion by the City of Eligible Developer CID Funds or Eligible Developer TIF Funds in breach of this Agreement, the City will be obligated to restore such diverted revenues, dollar for dollar, from any lawfully available source of appropriations.

(c) Whenever any Event of Default by the Developer occurs and is continuing, subject to applicable cure periods, the City may (1) pursue statutory remedies and specific performance of the Agreement and/or (2) refuse to approve any further Certificates of CID Expenditures or Certificates of TIF Expenditures or make any disbursements until such Event of Default is cured by the Developer and withhold any Eligible Developer CID Funds or Eligible Developer TIF Funds. Notwithstanding the foregoing, the City will be entitled to pursue any contract remedies in the event Developer fails to make payments required by Section 5.01. Notwithstanding the foregoing, nothing in this Section 9.03 will invalidate the City’s termination right set forth in Section 3.16.

(d) Notwithstanding any other provision of this Agreement to the contrary, in no event will the Developer or the City ever be liable for any punitive, special, incidental, or consequential damages in connection with this Agreement, or otherwise. For the purposes of this Section 9.03(d), 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 any non-defaulting Party.

(e) If a Party has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Party seeking to enforce the right or remedy, then and in every case the Parties will, subject to any determination in such proceeding, be restored to their former positions and rights hereunder, and thereafter all rights and remedies of the Parties will continue as though no such proceeding had been instituted.

Section 9.04. Legal Actions.

(a) Institution of Legal Actions. Any legal actions related to or arising out of this Agreement must be instituted in the District Court of Sedgwick County, Kansas or, if federal jurisdiction exists, in the Federal District Court in the District of Kansas.

(b) Applicable Law. The laws of the State of Kansas govern the interpretation and enforcement of this Agreement.

(c) Acceptance of Service of Process.

(i) In the event that any legal action is commenced by the Developer against the City, service of process on the City will be made by personal service upon the City Clerk or in such other manner as may be provided by law.

(ii) In the event that any legal action is commenced by the City against the Developer, service of process on the Developer will be made by personal service upon an


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officer or agent of the Developer and will be valid whether made within or without the State or in such other manner as may be provided by law. In the event the Developer no longer has an officer or registered agent to serve, the Secretary of State is hereby irrevocably appointed to accept service for the Developer.

Section 9.05. Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by a Party of one or more of such rights or remedies will not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

Section 9.06. Inaction Not a Waiver of Default. Any failures or delays by a Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive such Party of its right to institute and maintain any action or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. No waiver made by a Party will apply to obligations beyond those expressly waived.

Section 9.07. Enforced Delay; Extension of Times of Performance.

(a) In addition to specific provisions of this Agreement, performance by a Party hereunder will not be deemed to be in default, and all performance and other dates specified in this Agreement will be extended, where the Party seeking the extension has acted diligently and delays or defaults are due to default of the other Party or Excusable Delays.

(b) Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City and the Developer.

ARTICLE X

GENERAL PROVISIONS

Section 10.01. Amendment. This Agreement, and any exhibits attached hereto, may be amended only by the mutual consent of the Parties, and by the execution of said amendment by the Parties or their successors in interest. Each amendment must be approved by resolution adopted by the Governing Body. If any provision, covenant, agreement or portion of this Agreement, or its application to any person, entity or property, is held invalid, the Parties will take such reasonable measures including, but not limited to, reasonable amendment of this Agreement to cure such invalidity where the invalidity contradicts the clear intent of the Parties in entering into this Agreement.

Section 10.02. Assignment.

(a) The Developer may at any time, with prior written notice to the City but without the need for approval from the City: (i) assign, transfer and convey all or substantially all of the Developer’s rights and duties under this Agreement to an Affiliate Entity; and (ii) make a collateral assignment of its rights under this Agreement to a single financial institution as security for a financing of the Developer Project.

(b) After approval by the City of a Developer Project Phase Notice but prior to the delivery and acceptance by the City of a Certificate of Substantial Completion for that Developer Project Phase, the Developer may, with prior written notice to the City (including a copy of the proposed Assignment Agreement, as defined below) and written approval from the Governing


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Body: (i) assign, transfer, and convey all or substantially all of the Developer’s rights and duties under this Agreement with respect to that Developer Project Phase to a third party; and (ii) sell, transfer, and convey all or any portion of that Developer Project Phase, and the underlying real property, owned by the Developer.

(c) After the delivery and acceptance by the City of a Certificate of Substantial Completion for a Developer Project Phase, the Developer may, with prior written notice to the City (including a copy of the proposed Assignment Agreement, as defined below) but without the need for approval of the City: (i) assign, transfer and convey all or substantially all of Developer’s rights and duties under this Agreement with respect to that Developer Project Phase to a third party; and (ii) sell, transfer and convey all or any portion of that Developer Project Phase, and the underlying real property.

(d) Any assignment of the Developer’s rights under this Agreement will be made pursuant to an assignment and assumption agreement between the Developer and the proposed assignee (“Assignment Agreement”) under which the proposed assignee will assume the obligations of the Developer to the extent of the interest being assigned. The Assignment Agreement will detail:

(i) the Developer Project Phase or portion of a Developer Project Phase being assigned and the rights and obligations assigned to and assumed by the proposed assignee;

(ii) any applicable apportionment of the right to reimbursement from Eligible Developer TIF Funds;

(iii) any applicable apportionment of the right to reimbursement from Eligible Developer CID Funds; and

(iv) any applicable apportionment of the not-to-exceed $127,200,000aggregate principal amount of IRBs including the accompanying IRB sales tax exemption on construction materials subject to the IRB Act, subject to the reporting and payment obligations set forth in Section 5.01(b).

(e) Each Assignment Agreement will be delivered to the City at least 30 days prior to the proposed effective date. Regardless of whether City approval of an assignment is required, the City Representative may seek clarification of the terms of an Assignment Agreement in order to ensure all Developer obligations to the City will be fulfilled and for orderly administration of the Development Agreement. If (i) in the City’s sole discretion the terms of an Assignment Agreement are ambiguous or unclear, or (ii) a dispute regarding the terms of an Assignment Agreement arises between the parties to that Assignment Agreement, then the City will not be required to take any action or release any funds purported to be affected by the Assignment Agreement until the City has received written clarification and acknowledgement signed by all parties to that Assignment Agreement.

(f) Any decision to consent or refuse consent to an assignment pursuant to this Section 10.02 requiring City consent will be solely at the discretion of the Governing Body. Nothing herein will be construed to delegate rights or responsibilities of the City under this Agreement, including without limitation the determination of eligible project costs for reimbursement. With respect to any assignments which occur after the delivery and acceptance by the City of a Certificate of Substantial Completion, the City hereby agrees to waive the


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requirements of the CID Policy that any assignment of the right to receive CID Sales Tax revenues shall require the consent of the City.

(g) Notwithstanding the foregoing or anything in this Agreement to the contrary, there shall be no restriction on, and City approval shall not be required for the leasing of the Developer Project (or any portion thereof) to tenants.

(h) For clarity, nothing in this Section 10.02 will preclude the sale, transfer or conveyance of any portion of the real property underlying the Developer Project; provided, however, that the benefits, rights and obligations arising under this Agreement will only benefit a purchaser, transferee, or other beneficiary or assignee upon compliance with this Section 10.02, including obtaining the City’s approval of an Assignment Agreement.

Section 10.03. Right to Inspect. The Developer agrees that the City, with reasonable advance notice and during normal business hours, will have the right and authority to review, inspect, audit, and copy, from time to time, all of the Developer’s books and records relating to the CID Eligible Developer Costs and TIF Eligible Developer Costs as pertinent to the purposes of this Agreement.

Section 10.04. Right of Access. For the purposes of assuring compliance with this Agreement, the City Representative will have the right of access to the Developer Project, without charges or fees, during normal business hours for purposes related to this Agreement, including, but not limited to, the inspection of the work being performed in constructing or reconstructing of the Developer Project.

Section 10.05. No Other Agreement. The Parties agree that the Developer Project will be implemented as agreed in this Agreement and as set forth in the Ballpark Village Master Plan, the Delano Neighborhood Plan, the CID Policy and Downtown Development Incentives Policy. This Agreement specifies the rights, duties and obligations of the City and Developer with respect to constructing or reconstructing the Developer Project and the payment of CID Eligible Developer Costs and TIF Eligible Developer Costs. Nothing in this Agreement will be deemed an amendment of the Ballpark Village Master Plan, the Delano Neighborhood Plan, the CID Policy or Downtown Development Incentives Policy unless specifically exempted herein or by subsequent action by the Governing Body. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof and is a full integration of the agreement of the Parties.

Section 10.06. Severability. If any provision, covenant, agreement or portion of this Agreement, or its application to any person, entity or property, is held invalid or unenforceable in whole or in part, this Agreement will be deemed amended to delete or modify, in whole or in part, if necessary, the invalid or unenforceable provision or provisions, or portions thereof, and to alter the balance of this Agreement in order to render the same valid and enforceable. In no such event will the validity or enforceability of the remaining valid portions hereof be affected.

Section 10.07. Notice. All notices and requests required or desired to be given pursuant to this Agreement will be in writing and will be sent as follows:

To the Developer:

Riverfront Partners, L.L.C.150 N. MarketWichita, Kansas 67202Attention: Amy Liebau, President


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To the City:City of WichitaAttn: City ManagerCity Hall, 13th Floor455 N. MainWichita, Kansas 67202Email: [email protected]

With a copy to:

City of WichitaDepartment of Economic DevelopmentAttention: Scot RigbyCity Hall, 13th Floor455 N. MainWichita, Kansas 67202Email: [email protected]

and

City of WichitaDepartment of LawAttention: City AttorneyCity Hall, 13th Floor455 N. MainWichita, Kansas 67202Email: [email protected]

or at such other addresses as the Parties may indicate in writing to the other either by email, personal delivery, national overnight courier service, or by certified or registered mail, postage prepaid, return receipt requested, with proof of delivery thereof. Emailed notices will be deemed effective: (a) when sent, if followed by transmittal by national overnight courier or hand delivery on the next business day; or (b) upon recipient’s acknowledgment of receipt. Mailed notices sent via certified or registered mail, postage prepaid, return receipt requested, with proof of delivery thereof, will be deemed effective on the third day after mailing; mailed notices sent via national overnight courier service will be deemed effective on the next business day after they are sent; all other notices will be effective when delivered.

Section 10.08. Counterparts. This Agreement may be executed in several counterparts, each of which will be an original and all of which will constitute but one and the same agreement. Hand signatures transmitted via portable document format (PDF) or similar format are also permitted as binding signatures to this Agreement.

Section 10.09. Consent or Approval. Except as otherwise provided in this Agreement, whenever consent or approval of either Party is required, such consent or approval will not be unreasonably withheld.

Section 10.10. Survival. Notwithstanding the termination of this Agreement, the Developer’s obligations set out in Article VIII will survive the expiration or earlier termination of this Agreement to the extent that any incident giving rise to a claim, suit, judgment or demand occurred during the Term hereof.


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Section 10.11. Incorporation of Exhibits. The exhibits attached hereto and incorporated herein by reference are a part of this Agreement to the same extent as if fully set forth herein.

Section 10.12. Mutual Assistance. The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be reasonably necessary or appropriate to carry out the terms, provisions and intent of this Agreement and to reasonably aid and assist each other in carrying out said terms, provisions and intent.

Section 10.13. No Partnership. Nothing contained herein will be construed as creating a partnership between the Parties.

Section 10.14. Time of Essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation.

Section 10.15. Conflicts of Interest.

(a) No member of the Governing Body or of any branch of the City’s government that has any power of review or approval of any of the Developer’s undertakings will participate in any decisions relating thereto which affect such person’s personal interest or the interests of any corporation or partnership in which such person is directly or indirectly interested. Any person having such interest will immediately, upon knowledge of such possible conflict, disclose, in writing, to the City the nature of such interest and seek a determination with respect to such interest by the City 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 Developer 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 Developer 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 Developer Project, or in any activity, or benefit therefrom, which is part of the Developer Project at any time during or after such person’s tenure.

Section 10.16. Required Disclosures. The Developer will immediately notify the City of the occurrence of any material event which would cause any of the information furnished to the City by the Developer in connection with the matters covered in this Agreement to contain any untrue statement of any material fact or to omit to state any material fact required to be stated therein or necessary to make any statement made therein, in the light of the circumstances under which it was made, not misleading.

Section 10.17. 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.

Section 10.18. 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


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of the other Party, such approval or such consent or such request shall be given for the City, unless otherwise provided herein, by the City Representative 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. The City Representative may seek the advice, consent or approval of the Governing Body before providing any supplemental agreement, request, demand, approval, notice or consent for the City pursuant to this Section 10.18.

Section 10.18. Electronic Transactions. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

Section 10.20. 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.

Section 10.21. Effective Date. This Agreement is effective upon the Effective Date.

Section 10.22. Termination Date. Notwithstanding early termination provisions as hereinbefore set forth, this Agreement shall terminate upon the later of: (a) the expiration of the CID Sales Tax; (b) the termination of the TIF District; (c) the final special assessment is collected for the Special Assessment Project; (d) the final special assessment is collected for the CID Special Assessment Project.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

600809.20020\DEVELOPMENT AGREEMENT

(City Signature Page to Development Agreement)

IN WITNESS WHEREOF, the City and the Developer has duly executed this Agreement pursuant to all requisite authorizations as of the date first above written.

CITY OF WICHITA, KANSAS

By:Jeff Longwell, Mayor

ATTEST:

Karen Sublett, City Clerk

STATE OF KANSAS )) ss.

COUNTY OF SEDGWICK )

On this ____ day of ______________, 20__, before me personally appeared Jeff Longwell, personally known, who being by me duly sworn did say that he is the Mayor of the City of Wichita, Kansas, and that said instrument was signed and delivered on behalf of said municipal corporation and acknowledged to me that he executed the same as the free act and deed of said municipal corporation.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public

[SEAL]

APPROVED AS TO FORM:

Jennifer Magaña, Director of Lawand City Attorney

600809.20020\DEVELOPMENT AGREEMENT

(Developer’s Signature Page to Development Agreement)


By: Amy Liebau, President

STATE OF __________ )) ss.

COUNTY OF _________ )

On this ____ day of ___________________, 20__, before me personally appeared Amy Liebau, to me personally known, who being by me duly sworn did say that she is the President of Riverfront Partners, L.L.C., and that said instrument was signed and delivered on behalf of said limited liability company and acknowledged to me that she executed the same as the free act and deed of said limited liability company.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public

[SEAL]


A-1

EXHIBIT A

LEGAL DESCRIPTION AND MAP OF RIVERFRONT DEVELOPMENT PROPERTY

Parcel 1:A tract in the SW 1/4 of Section 20, Township 27 South, Range 1 East, including certain portions of West Wichita, Sedgwick County, Kansas, AND Payne’s Park Addition to Wichita, Kansas, described as follows: Beginning at a point on the South line of Douglas Avenue 724 feet East of the intersection of the Southerly line of Douglas and the Easterly line of Sycamore Avenue, before any of said Sycamore Avenue was vacated, measure along the Southerly line of Douglas Avenue,· thence Southwesterly along the Southerly line of Douglas Avenue, 284.87 feet to a point 5 feet Northeasterly of the Northwesterly corner of Lot 142 on Douglas Avenue in said West Wichita; thence Southeasterly parallel to the West line of said Lot 142 and at right angles to Douglas Avenue, 140 feet; thence Southwesterly at right angles 24.92 feet; thence Southeasterly at right angles 277.05 feet to the Northernmost corner of Lot 22, Block 1, in said Payne's Park; thence South along the West line of said Lot 22, 119.14 feet to the Southwest corner of said Lot 22; thence Southwest 35.3 feet to the intersection of the center line of vacated LaClede Avenue and EnglishStreet as platted in said Payne’s Park; thence South one the center of said vacated LaClede Avenue, 225 feet to the South line of Lot 9 extended west in Block 6 in said Payne’s Park; thence East on the South line of said Lot 9 extended, 254.3 feet to the West line of McLean Blvd. as established by Ordinance No. 4194; thence Northwesterly along the Westerly line of said McLean Blvd, 593.09 feet to the P.C. of a curve to the left having a central angle of 27º37’30” and a radius of 433.47 feet; thence along said curve 209 feet to the P.T. of said curve, said point being 125.5 feet from the point of beginning measured at right angles to the South line of Douglas Avenue; thence Northwest on tangent of said curve 125.5 feet to beginning.

TOGETHER WITH

Parcel 2:A strip of ground lying approximately 40 feet West of the West bank of the Arkansas River and North ofMaple Street more particularly described as follows: Beginning at a point on the North line of Maple Street 80 feet West of the Center line of said railroad as now located; thence in a Northerly direction parallel to and 80 feet West of said center line, a distance of 793.7 feet; thence along a 10º curve to the left 276 feet; thence along a straight line tangent to the curve at that point 91.5 feet; thence in an Easterly direction making an angle to the right of 123°30’ with said line at that point a distance of 209 feet; thence South along a line making an angle to the right of 84º6’ and lying 20 feet East of and parallel to the center line of said railroad as now located, a distance of 1117.5 feet to the North line of Maple Street; thence West along said North line 100 feet to point of beginning; EXCEPT that part thereof lying South of the South line of Lot 9, Block 6, Payne’s Park Addition to Wichita, Kansas, extended East, ALL in Wichita, Sedgwick County, Kansas

TOGETHER WITH

Parcel 3:All that part of “Reserve A” in the Plat of West Wichita and Lots 13 through 21 inclusive, Block 1, together with add and even Lots 1 through 12 inclusive, Block 3, in Payne’s Park Addition to Wichita, all in Wichita, Sedgwick County, Kansas, described as follows: Commencing at the Southeast comer of Lot 140 an Chicago (now Douglas) Avenue in the Plat of West Wichita, Sedgwick County, Kansas; thence Southwesterly along the Southerly line of said Lot 140 for a distance of 19.92 feet; more or less; thence Southeasterly with a deflection angle to the left of 90º for a distance of 15.00 feet to a point of Beginning; Thence Southwesterly with a deflection angle to the right of 90º along the Northwest line of Reserve A as originally platted, to the point of intersection of the East line of Lot 12, Block 1, Payne’s Park Addition to Wichita, Kansas, as extended from the South; thence South along said extended East line to the South line of Lot 12, Block 3, of said Payne’s Park Addition; thence East along the South line of Lots 12 and 11, Block


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3 of said Payne’s Park Addition and said line extended to a line lying parallel with and 25 foot East of the East line of said Block 3, said line also being the centerline of vacated LaClede Avenue as platted in said Payne’s Park Addition; thence North along said centerline to a point 25 feet North of the Northeast comer of Lot 1, Block 3, of said Addition, said point being on the centerline of vacated English Street as platted in said Payne’s Park Addition; thence Northeasterly to the Southeast comer of Lot 21, Black 1, of said Addition; thence Northerly along the Easterly line of said Lot 21 to a monument at a point on the North line of said Lot 21, said point begin15.1 feet East of the Northwest corner of said Lot 21; thence Northwesterly to the Point of Beginning; EXCEPT the Northwesterly 10 feet of said tract, which was condemned for alley purposes in Condemnation Ordinance No. 10-555.

TOGETHER WITH

Parcel 4:All that part of “Reserve A” in the Plat of West Wichita, and Lots 9, 10, 11 and 12 inclusive in Block 1, and even Lots 2 through 12 inclusive in Block 3, Payne’s Park Addition to Wichita, Kansas; and part of English Street Right of Way as vacated in City of Wichita Ordinance #10-988, ALL in Wichita, Sedgwick County, Kansas, described as follows: Commencing at the Southeast comer of Lot 140 on Chicago (now Douglas) Avenue in the Plat of West Wichita, Sedgwick County, Kansas; thence Southwesterly along theSoutherly line of said Lot 140 for a distance of 19.92 feet, more or less; thence Southeasterly with a deflection angle to the left of 90º for a distance of 15.00 feet; thence Southwesterly with a deflection angle to the right of 90º along the Northwest line of Reserve A as originally platted to the point of intersection of the East line of Lot 12, Block 1, Payne’s Park Addition to Wichita, Kansas, as extended from the South, for a Point of Beginning; Thence continuing along the Northwest line of Reserve A as originally platted without a deflection to a point of intersection of the West line of Block 3 of said Payne’s Park Addition as extended from the South; thence South along said extended West line to the South line of Lot 12, Block 3, of said Payne’s Park Addition; thence East along said South line to the East line of Lot 12, Block 1, of said Payne’s Park Addition as extended from the North; thence North along said extended East line to the Point of Beginning; EXCEPT the Northwesterly 10 feet of said tract, which was condemned for alley purposes in Condemnation Ordinance No. 10-555.

EXCEPT THAT PART dedicated in Film 1670, Pago 1954; AND EXCEPT THAT PART lying east of the west line of McLean Blvd. as established by City Ordinances Number 4194; AND EXCEPT THAT PART described in Warranty Deed filed on Film 598, Page 160.


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EXHIBIT B

CONCEPTUAL SITE PLAN


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EXHIBIT C

CONCEPTUAL PROJECT BUDGET

Land Use unit/SF Estimated Cost

Hotel 126 $13,860,000Retail/Restaurant/Entertainment 179,000 $32,220,000Office 400,000 $72,000,000Residential 76 $9,120,000

$127,200,000


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EXHIBIT D

LEGAL DESCRIPTION AND MAP OF STADIUM AND WRLP PROPERTY


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EXHIBIT E

LEGAL DESCRIPTION AND MAP OF SURFACE LOT PROPERTY


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EXHIBIT F

REAL ESTATE PURCHASE AGREEMENT


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EXHIBIT G

CERTIFICATE OF SUBSTANTIAL COMPLETION

The undersigned, Riverfront Partners, L.L.C. (the “Developer”), pursuant to that certain Development Agreement dated as of [_________], between the City of Wichita, Kansas (the “City”) and the Developer (the “Agreement”), hereby certifies to the City as follows:

1. That as of ____________, 20___, the construction, renovation, repairing, and equipping of the Developer Project Phase identified in the Developer Project Phase Notice dated [_______] (as such terms are defined in the Agreement) has been substantially completed in accordance with the Agreement, including but not limited to the completion of [______________].

2. The Developer Project Phase has been completed in a good and workmanlike manner and in accordance with the Construction Plans (as those terms are defined in the Agreement) and contains all components of the Developer Project Phase required by or described in the applicable Developer Project Phase Notice and the Agreement. A Temporary Certificate of Occupancy has been obtained for the Developer Project Phase.

3. This Certificate of Substantial Completion is accompanied by the project architect’s certificate of substantial completion on AIA Form G-704 (or the substantial equivalent thereof), a copy of which is attached hereto as Appendix A and by this reference incorporated herein, certifying that the Developer Project Phase has been substantially completed in accordance with the applicable Developer Project Phase Notice and the Agreement.

4. This Certificate of Substantial Completion is being issued by the Developer to the City in accordance with the Agreement to evidence the Developer’s satisfaction of all obligations and covenants with respect to the Developer Project Phase.

5. The City’s acceptance (below) or the City’s failure to object in writing to this Certificate within thirty (30) days of the date of delivery of this Certificate to the City (which written objection, if any, must be delivered to the Developer prior to the end of such 30-day period) shall evidence the satisfaction of the Developer’s agreements and covenants to construct the Developer Project Phase.

This Certificate is given without prejudice to any rights against third parties which exist as of the date hereof or which may subsequently come into being.

Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

[Remainder of page intentionally blank.]


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IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this _____ day of ____________, _____.


By:

Name:

Title:

ACCEPTED:

CITY OF WICHITA, KANSAS

By:

Name:

Title:


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EXHIBIT H

HOTEL FLAG REQUIREMENT EXAMPLESAS OF EFFECTIVE DATE

SELECT SERVICE BRANDS 3 DIAMOND FULL SERVICE BRANDSHilton Canopy DoubleTreeHilton Garden Inn Embassy SuitesHomewood Suites (Extended Stay) SheratonMarriott AC RadissonMarriott Courtyard Crowne PlazaResidence Inn Holiday InnSpringHill SuitesFour PointsAloftElement (Extended Stay)Hyatt PlaceHyatt House (Extended Stay)Staybridge Suites (Extended Stay)Cambria (Choice)


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EXHIBIT I

LAND USE RESTRICTIONS

1. Adult Book and Video Stores or other sexually oriented businesses2. Community Correctional Facilities3. Half-way Houses4. Drug or Alcohol Rehabilitation Facilities5. New and/or Used Car Lots6. Multi-game, Casino-style Gambling Facilities 7. Commercial Billboards8. Payday Lenders or similar short-term lending or check cashing institutions9. Drive thru windows for commercial or retail businesses10. Gas stations or auto repair facilities11. Convenience stores on stand-alone building pads12. Fast food restaurants on stand-alone building pads


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EXHIBIT J

TEXAS STREET SPECIFICATIONS


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EXHIBIT K

TEXAS STREET PROPERTY LEGAL DESCRIPTION AND MAP


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EXHIBIT L

DOUGLAS AND MCLEAN INTERSECTION SPECIFICATIONS


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EXHIBIT M

EXCESS INTERSECTION PROPERTY LEGAL DESCRIPTION AND MAP


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EXHIBIT N

FORM IRB LETTER OF INTENT


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EXHIBIT O

FORM OF CID SALES TAX PETITION


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EXHIBIT P

LEGAL DESCRIPTION AND MAP OF CID SALES TAX DISTRICT


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EXHIBIT Q

FORM OF CID SPECIAL ASSESSMENT PETITION


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EXHIBIT R

FORM OF CID SPECIAL ASSESSMENT RESOLUTION


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EXHIBIT S

FORM OF CID SPECIAL ASSESSMENT ORDINANCE


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EXHIBIT T

FORM CERTIFICATION OF CID EXPENDITURES

Request No. ____________ Date:_______________

Pursuant to the Development Agreement (the “Agreement”) for the [___________] Developer Project between the City of Wichita, Kansas and the undersigned (the “Developer”), the Developer requests reimbursement and hereby states and certifies as follows:

1. The date and number of this request are as set forth above.

2. All terms in this request shall have and are used with the meanings specified in the Agreement.

3. The names of the persons, firms or corporations to whom the payments have been made and reimbursement is hereby requested, the amounts to be reimbursed and the general classification and description of the costs for which each obligation requested to be reimbursed hereby was incurred are as set forth on Attachment I hereto.

4. These costs have been incurred and are reasonable costs that are reimbursable under the Agreement.

5. Each item listed above has not been previously reimbursed from the CID Sales Tax Fund and no part thereof has been included in any other Certification of CID Expenditures, Certification of TIF Expenditures or other disbursement request previously filed with the City.


By:

Name:

Title:

Approved this ____ day of ________, 20__

CITY OF WICHITA

By:City Representative


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ATTACHMENT ITO CERTIFICATION OF CID EXPENDITURES

REQUEST NO. _____ DATED_________

SCHEDULE OF PAYMENTS REQUESTED

Person, firmor corporation

to whom paymentwas made

Amount tobe reimbursed

General classification anddescription of the costs of issuance forwhich the Obligation to be reimbursed

was incurred

[supporting documents attached]


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EXHIBIT U

LEGAL DESCRIPTION AND MAP OF TIF DISTRICT


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EXHIBIT V

FORM CERTIFICATION OF TIF EXPENDITURES

Request No. ____________ Date:_______________

Pursuant to the Development Agreement (the “Agreement”) for the [______________] Districtbetween the City of Wichita, Kansas and the undersigned (the “Developer”), the Developer requests reimbursement and hereby states and certifies as follows:

1. The date and number of this request are as set forth above.

2. All terms in this request shall have and are used with the meanings specified in the Agreement.

3. The names of the persons, firms or corporations to whom the payments have been made and reimbursement is hereby requested, the amounts to be reimbursed and the general classification and description of the costs for which each obligation requested to be reimbursed hereby was incurred are as set forth on Attachment I hereto.

4. These costs have been incurred and are reasonable costs that are reimbursable under the Agreement.

5. Each item listed above has not been previously reimbursed from Eligible Developer TIF Funds and no part thereof has been included in any other Certification of TIF Expenditures, Certification of CID Expenditures or other disbursement request previously filed with the City.


By:

Name:

Title:

Approved this ____ day of ________, 20__

CITY OF WICHITA

By:City Representative


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ATTACHMENT ITO CERTIFICATION OF TIF EXPENDITURES

REQUEST NO. _____ DATED_________

SCHEDULE OF PAYMENTS REQUESTED

Person, firmor corporation

to whom paymentwas made

Amount to bereimbursed from

Eligible DeveloperTIF Funds

General classification anddescription of the costs of issuance forwhich the Obligation to be reimbursed

was incurred


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EXHIBIT W

PROJECT BUDGET

(to be inserted as available)

DEVELOPMENT AGREEMENT CITY OF WICHITA, …...600809.20020\DEVELOPMENT AGREEMENT V.8 Gilmore & Bell,...

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