FUNDING AGREEMENT RECITALS

Transcription

1 Rev. 09/26/14 FUNDING AGREEMENT This Funding and Developer of Record Agreement ( Agreement ) is entered into this 7th day of October, 2014, between the CITY OF WICHITA, KANSAS ( City ), and UNION STATION, LLC, a Kansas limited liability company ( Developer ). RECITALS WHEREAS, the City is a political subdivision organized and existing under the laws of the State of Kansas, with its principal office located at 455 N. Main St., Wichita, KS 67202; and WHEREAS, the Developer is a Kansas limited liability company engaged in the business of development with its principal office located at 8111 W. 32nd St. N., Suite 101, Wichita, KS The City has been requested by the Developer to consider approval of a redevelopment district and approval of the redevelopment project plan ( Request ) to be known as the Union Station Redevelopment District ( District ), in accordance with the Tax Increment District Financing Act, K.S.A et seq. ( Act ). As part of the approval of the Request by the City, the City and Developer will need to enter into a Development Agreement to govern the rights and responsibilities of both parties related to redevelopment within the District and implementation of the redevelopment project plan pursuant to the Act; and WHEREAS, the City does not have a source of funds to finance costs incurred for outside legal, financial and planning assistance for negotiating, preparing, and executing a Development Agreement; and WHEREAS, the City and Developer desire to enter into this Agreement to provide for the funding of outside legal counsel used by the City for negotiating, preparing, and executing a Development Agreement. AGREEMENT 1. Services to be Performed by the City. The City shall: A. Consider the Request in accordance with the provisions of the Act, give all notices in a timely manner, make all legal publications and hold hearings as required by the Act; B. Provide necessary staff, legal, financial, and planning assistance to prepare and present the Request to the City and to prepare and present required resolutions and ordinances to the City; C. If the City approves the Request, provide the necessary staff and legal, financial and planning assistance to negotiate and prepare and a Development Agreement between the Developer and the City for implementation of the Request, including the use of outside legal counsel; and D. If a Development Agreement is entered into, provide the necessary staff, legal, financial and planning assistance to execute such agreement, including the use of outside legal counsel. 2. Deposit by Developer. In order to ensure the prompt and timely payment of costs to the City for outside legal counsel, the Developer shall establish a fund in the amount of Ten Thousand Dollars ($10,000.00) (the Deposit ) by paying such amount to the City contemporaneously with the execution of this Agreement, receipt of which is hereby acknowledged. The City shall pay in accordance with this Agreement the costs to the City for outside legal counsel from the Deposit and shall submit monthly statements to the Developer itemizing payments from the Deposit during the preceding month. Upon receiving a statement indicating that the balance of the Deposit

2 has fallen below Three Thousand Dollar ($3,000.00), the Developer shall remit to the City within ten (10) days the amount necessary to establish a minimum Three Thousand Dollar ($3,000.00). The City shall deliver to Developer within ten (10) days of receipt of such funds a new estimate of third party costs, including the City s outside legal counsel. Deposit against which additional costs to the City for outside legal counsel may be applied on a current basis. Upon both parties meeting the Conditions Precedent of the Development Agreement, any amounts remaining from the Deposit after payment of costs to the City for outside legal counsel shall be returned to the Developer. The applicable billing provisions related to City s outside counsel are attached on Exhibit A attached hereto and incorporated herein by reference. 3. Termination. A. In the event the Developer fails to perform any of its obligations herein, the City may terminate this Agreement, and any other agreement between the parties, at its sole discretion if the Developer fails to cure the default within thirty (30) days after written notice to the Developer of the default. Termination by the City shall also terminate any duties and obligations of the City with respect to this Agreement, including, but not limited to, the City s processing of Developer s Request. Upon such termination, any amounts remaining from the Deposit after payment of costs to the City for outside legal counsel shall be returned to the Developer. B. The parties hereto acknowledge that the Developer may determine to abandon the Request. Upon notice of abandonment by the Developer, this Agreement shall terminate and the City may terminate any other agreement between the parties and shall retain the Deposit, if any, necessary for payment of costs to the City for outside legal counsel. Any amounts remaining from the Deposit after payment of costs to the City for outside legal counsel shall be returned to the Developer. 4. Reimbursement by the City. All amounts paid by the Developer to the City pursuant to this Agreement are expected to be eligible redevelopment project costs in accordance with the Act, which would be eligible to be reimbursed to the Developer on a pay-as-you-go basis from tax increment revenues. 5. Notice. Any notice, approval, request or consent required by or asked to be given under this Agreement shall be deemed to be given if in writing and mailed by United States mail, postage prepaid, or delivered by hand, and addressed as follows: To the City: City of Wichita, Kansas Office of Urban Development 455 N. Main St., 13 th Floor Wichita, KS With a copy to: Gary A. Anderson Gilmore & Bell P.C Grand Blvd., Suite 1100 Kansas City, Missouri To the Developer:

3 Rev. 09/26/14 Union Station, LLC c/o Gary Oborny, Occidental Management Inc W. 32nd St. N., Suite 101 Wichita, KS 67226

4 With a copy to: Each party may specify that notice be addressed to any other person or address by giving to the other party ten (10) days prior written notice thereof. 6. Counterparts. This Agreement may be executed in multiple originals or counterparts, each of which will be an original and when all of the parties to this Agreement have signed at least one (1) copy, such copies will constitute a fully executed and binding Agreement. The parties hereto have caused this Agreement to be executed by their duly authorized representatives the day and year first above written. CITY OF WICHITA, KANSAS By: Carl Brewer, Mayor UNION STATION, LLC By: Gary L. Oborny, Resident Agent

5 EXHIBIT A Gilmore & Bell, P.C. Special Counsel to the City. Hourly rate: $395/hour Billing increment: 1/10 th of an hour No charge for administrative or overhead charges Third-party out of pocket expenses will be reimbursed at actual out of pocket cost. Rev. 09/26/14