FIRST AMENDMENT TO CITY PLACE DEVELOPMENT AGREEMENT

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Anis Gibbs
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1 FIRST AMENDMENT TO CITY PLACE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO CITY PLACE DEVELOPMENT AGREEMENT (the "First Amendment") is made and entered into as of this day of, 2014 (the "Effective Date"), by and between the City of Overland Park, Kansas (the "City") and College 69 Associates, LLC, a Kansas limited liability company ("Developer"). A. Developer is the owner of certain real property which is located in the City and is bounded on the North by College Boulevard, on the East by U.S. Highway 69, on the South by 115th Street and on the West by Neiman Road (the "Project Site"), which Project Site was more particularly described in Exhibit A to that certain City Place Development Agreement entered into between the City and Developer as of March 7, 2014 (the "Development Agreement"). Capitalized terms used but not otherwise defined in this First Amendment shall have the respective meanings set forth in the Development Agreement. B. Pursuant to the terms and conditions of the Development Agreement, Developer has agreed to design, develop and construct certain new facilities on the Project Site, including firstclass luxury apartment buildings, Class A office buildings and a mixed-use retail and residential facility, together with certain other improvements as described in Recitals C and D of the Development Agreement, and all as more particularly set forth in Article II and Article III thereof (the "Project"). C. On or about February 12, 2014, Developer submitted a CID Petition (the "CID Petition") to the City requesting the formation of a CID encompassing the Project Site (the "CID District"), a legal description of which was attached as Exhibit B-1 to the Development Agreement, and the boundaries of which were graphically depicted on Exhibit B-2 attached thereto. The CID District is for the construction of 113 th Street and Indian Creek Parkway and related infrastructure and improvements and is to be financed with privately-placed CID Bonds as described in Section 4.02 below of the Development Agreement. D. On February 17, 2014, the City approved the creation of the CID District through the passage of Ordinance No. CID-3026 (the "CID Ordinance") pursuant to the CID Act. As contemplated in the CID Petition, the CID Ordinance calls for the imposition of special assessments within the real property in the CID District and the issuance of CID Bonds to be used to pay for and/or reimburse certain CID Project Costs (as defined in Section 4.02 of the Development Agreement) relating to the CID District. E. The parties now desire to amend the legal description and boundaries of the CID District to add an additional 2.93 acres to the CID District. F. On or about July 23, 2014, Developer submitted a Petition for the Amendment of Community Improvement District (the "Amended CID Petition") to the City requesting the amendment of the boundaries of the CID District. G. On August, 2014, the City approved the amendment of the CID District through the passage of Ordinance No. CID- (the "New CID Ordinance") pursuant to the CID Act. DB04/ /

2 H. The parties hereby agree to amend the CID District as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree that the Development Agreement is hereby modified and amended as follows: 1. Amended CID District: The parties hereby agree that (a) the CID District Legal Description attached to the Development Agreement as Exhibit B-1 shall be deleted and replaced with the revised CID District Legal Description attached to this First Amendment as Exhibit B-1 (Amended 2014), and (b) the CID District Boundary Map attached to the Development Agreement as Exhibit B-2 shall be deleted and replaced with the revised CID District Boundary Map attached to this First Amendment as Exhibit B-2 (Amended 2014). All references to the "CID District" in the Development Agreement shall thereafter be deemed to mean the "CID District" as set forth in Exhibit B-1 (Amended 2014) and Exhibit B-2 (Amended 2014). 2. Amended CID Petition: A copy of the Amended CID Petition is attached to this First Amendment and is hereby attached to the Development Agreement as Exhibit C-1. All references to the "CID Petition" in the Development Agreement shall thereafter be deemed to mean and include the "CID Petition" as set forth in Exhibit C New CID Ordinance: A copy of the New CID Ordinance is attached to this First Amendment and is hereby attached to the Development Agreement as Exhibit F-1. All references to the "CID Ordinance" in the Development Agreement shall thereafter be deemed to mean and include the "New CID Ordinance" as set forth in Exhibit F Miscellaneous. In connection with this First Amendment, the parties hereby agree as follows: (a) The parties hereby understand and agree that the Recitals set forth above are hereby incorporated as though more fully set forth herein. (b) Except as specifically modified by this First Amendment, the Development Agreement shall be and remain in full force and effect in accordance with the terms thereof. (c) It is the intent of the parties that the provisions of the Development Agreement, as amended by this First Amendment, shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in Development Agreement, as amended by this First Amendment, or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making the Development Agreement as modified, enforceable and the balance of the Development Agreement shall not be affected thereby, the balance being construed as severable and independent. DB04/ /

3 (d) In any subsequent court action in which the validity or the effect of this First Amendment is at issue, the party prevailing in such action shall be entitled to its costs, expenses and reasonable attorney s fees in prosecuting or defending such action. (e) The parties hereto declare and represent that no promises, inducements or agreements not herein expressed have been made, that this First Amendment contains the entire agreement between the parties hereto, and that the terms hereof are contractual and not mere recitals. (f) This First Amendment shall be binding upon and inure to the benefit of the parties hereto, and their successors and assigns. (g) All remedies at law or in equity shall be made available for the enforcement of this First Amendment. (h) This First Amendment may be executed in counterparts. (i) This First Amendment shall be construed in accordance with the laws of the State of Kansas. [Remainder of page intentionally left blank. Signature pages immediately follow.] DB04/ /

4 IN WITNESS WHEREOF, the City and the Developer have duly executed this First Amendment to City Place Development Agreement pursuant to all requisite authorizations as of the date first above written. CITY OF OVERLAND PARK, KANSAS ATTEST: Carl Gerlach, Mayor Marian Cook, City Clerk APPROVED AS TO FORM: Tammy M. Owens Deputy City Attorney APPROVED AS TO FORM: Todd A. LaSala, Stinson Leonard Street LLP STATE OF KANSAS ) ) ss. COUNTY OF JOHNSON ) On this day of, 2014, before me, personally appeared Carl Gerlach, personally known, who being by me duly sworn did say that he is the Mayor of the City of Overland Park, Kansas, a Kansas corporation, that said corporation has no corporate seal, that said instrument was signed on behalf of said corporation by authority of its Council, and acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in Johnson County, Kansas the day and year last above written. My commission expires: Notary Public Printed Name: DB04/ /

5 COLLEGE 69 ASSOCIATES, LLC, a Kansas limited liability company By: Printed Name: Date: STATE OF ) ) ss. COUNTY OF ) On this day of, 2014, before me personally appeared, to me personally known, who being by me duly sworn did say that he is the of COLLEGE 69 ASSOCIATES, LLC, a Kansas limited liability company, and that said instrument was signed and delivered on behalf of said limited liability company and acknowledged to me that he 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. My Commission Expires: Notary Public Printed Name: DB04/ /

6 DB04/ / Exhibit B-1 (Amended 2014) CID District Legal Description All that part of the Northeast Quarter of Section 14, Township 13 South, Range 24 East, in the City of Overland Park, Johnson County, Kansas, described as follows: BEGINNING at the Northwest corner of the Northeast Quarter of Section 14, Township 13 South, Range 24 East; thence North 88 degrees 13 minutes 33 seconds East along the North line of the Northeast Quarter of said Section 14 a distance of feet to a point on the Westerly right of way line of US 69 Highway, as established in District Court Case 32738; thence South 01 degree 46 minutes 29 seconds East along the Westerly right of way line of US 69 Highway a distance of feet to a point; thence South 75 degrees 04 minutes 29 seconds East along the Westerly right of way line of US 69 Highway a distance of feet to a point; thence South 89 degrees 07 minutes 29 seconds East along the Westerly right of way line of said US 69 Highway a distance of feet to a point; thence South 01 degree 38 minutes 29 seconds East along the West right of way line of US 69 Highway a distance of feet to a point; thence in a Southeasterly direction continuing along the West right of way line of US 69 Highway and along a curve to the left whose initial tangent bears South 01 degree 41 minutes 33 seconds East, having a radius of feet, through a central angle of 45 degrees 47 minutes 54 seconds, an arc distance of feet to a point; thence South 47 degrees 25 minutes 34 seconds East continuing along the West right of way line of US 69 Highway a distance of feet to a point; thence in a Southeasterly direction along the West right of way line of US 69 Highway and along a curve to the right whose initial tangent bears South 34 degree 25 minutes 20 seconds East, having a radius of feet, through a central angle of 19 degrees 59 minutes 51 seconds, an arc distance of feet to a point; thence South 14 degrees 25 minutes 29 seconds East along the West right of way line of US 69 Highway a distance of feet to a point; thence in a Southerly direction and along a curve to the right whose initial tangent bears South 42 degrees 07 minutes 05 seconds East, having a radius of feet, through a central angle of 27 degrees 30 minutes 22 seconds, an arc distance of feet to a point; thence South 14 degrees 36 minutes 43 seconds East a distance of feet to a point; thence South 16 degrees 34 minutes 31 seconds East a distance of feet to a point on the East line of the Northeast Quarter of said Section 14; thence South 01 degree 19 minutes 12 seconds East along the East line of the Northeast Quarter of said Section 14 a distance of feet to a point; thence South 88 degrees 40 minutes 01 seconds West a distance of feet to a point; thence South 36 degrees 56 minutes 52 seconds West a distance of feet to the Easternmost corner of College Park Estates, Second Plat, a subdivision in the City of Overland Park, Johnson County, Kansas; thence North 53 degrees 03 minutes 07 seconds West along the Northerly line of said College Park Estates, Second Plat a distance of feet to a point; thence North 01 degrees 19 minutes 59 seconds West continuing along the Northerly line of said College Park Estates, Second Plat a distance of feet to a point; thence South 88 degrees 40 minutes 01 seconds West continuing along the Northerly line of said College Park Estates, Second a distance of feet to a point; thence North 01 degree 19 minutes 39 seconds West along the Northerly line of said College Park Estates, Second Plat and the Easterly line of College Park Estates, a subdivision in the City of Overland Park, Johnson County, Kansas, a distance of feet to the Northeasterly corner of said College Park Estates; thence North 62 degrees 42 minutes 33 seconds West along the Northerly line of said College Park Estates a distance of feet to a point; thence South 27 degrees 17 minutes 27 seconds West along the Northerly line of said College Park Estates a distance of feet to a point; thence North 62 degrees 42 minutes 33 seconds West along the Northerly line of said College Park Estates and the Northerly line of Blue 6

7 Valley Estates, a subdivision in the City of Overland Park, Johnson County, Kansas, a distance of feet to a point on the East right of way line of Nieman Road; thence North 01 degree 26 minutes 55 seconds West along the East right of way line of Nieman Road a distance of feet to a point; thence North 01 degree 47 minutes 54 seconds East along the East right of way line of Nieman Road a distance of feet to a point; thence North 01 degree 01 minutes 39 seconds East along the East right of way line of Nieman Road a distance of feet to a point; thence in a Northerly direction along the East right of way line of Nieman Road and along a curve to the left, having a radius of feet, through a central angle of 2 degrees 28 minutes 34 seconds, an arc distance of feet to a point; thence South 88 degrees 33 minutes 05 seconds West a distance of feet to a point on the West line of the Northeast Quarter of said Section 14; thence North 01 degree 26 minutes 55 seconds West along the West line of the Northeast Quarter of said Section 14 a distance of feet to the POINT OF BEGINNING and containing 4,182,322 Square Feet or Acres, more or less. DB04/ /

8 Exhibit B-2 (Amended 2014) CID District Boundary Map 8 DB04/ /

10 Exhibit C-1 Amended CID Petition 9 DB04/ /

21 Exhibit F-1 New CID Ordinance 10 DB04/ /

FUNDING AGREEMENT RECITALS

FUNDING AGREEMENT RECITALS FUNDING AGREEMENT THIS FUNDING AGREEMENT (the Agreement ) is entered into this day of, 2015, between Hunt Midwest Real Estate Development, Inc. (the Applicant ) and the City of Overland Park, Kansas (the