City Council Information Form

Transcription

1 City Council Information Form DATE: 01/14/2016 ASSIGNED STAFF: Dawn Bell DEPARTMENT: Development Center TYPE OF FORM: Ordinances Form No.: 5206 APPROVALS: dept: MDUNNING 12/29/2015 admin: MDUNNING 01/14/2016 ISSUE/REQUEST: AN ORDINANCE AUTHORIZING THE EXECUTION OF A SALES TAX REIMBURSEMENT AGREEMENT BY AND BETWEEN QUIKTRIP CORPORATION AND THE CITY OF LEE'S SUMMIT, MISSOURI FOR THE QUIKTRIP #191 DEVELOPMENT KEY ISSUES: On January 7, 2016, the City Council adopted Ordinance # 7788, which approved the preliminary development plan for the construction of a new Quik Trip application #PL The Council also considered a conceptual sales tax reimbursement request and directed staff to prepare a sales tax reimbursement agreement for the proposed project. The sales tax reimbursement would be for a period of 10 years including the City's 1% general sales tax and the City's 1/2% transportation sales tax for a not to exceed amount of $908, Staff has prepared the proposed ordinance and sales tax reimbursement agreement for Council consideration. QuikTrip Corporation is proposing a new Generation 3 style convenience store and gas station at the southwest corner of Mulberry and NE M 291 Highway. QuikTrip is seeking a sales tax reimbursement incentive for the various infrastructure improvements required to develop the proposed site. These infrastructure improvements include an extension of Windsor Dr. (from the dead end of the existing Windsor Drive north to connect to Mulberry) inclusive of a bridge for the creek crossing, turn lanes on Mulberry and, additionally, MoDOT required signal and intersection improvements at both Windsor and Mulberry Drives where they intersect NE M 291 Highway. Patricia Jensen, attorney for QuikTrip and QuikTrip representatives provided the conceptual presentation regarding the proposed project. The conceptual presentation was provided in accordance with the adopted Economic Development Incentive Policy as the request for sales tax reimbursement is above the 50% for 10 years or 100% for 5 years threshold/guidelines. In pursuing the proposed development, QuikTrip Corporation is requesting consideration for 100% of the 1.5% tax (1% general fund,.5% transportation fund) for 10 years. PROPOSED CITY COUNCIL MOTION: BACKGROUND:(including location, programs/departments affected, and process issues) 1/7/16 City Council voted unanimously (Councilmember Gray absent) to direct staff to draft an ordinanace to approve the proposed sales tax reimbursement agreement for an amount not to exceed $908, over a 10 year period.

2 QuikTrip is requesting the City of Lee's Summit enter into a Sales Tax Reimbursement Agreement with QuikTrip to provide for the sales tax reimbursement of substantial public infrastructure improvements that are a requirement for the development, based on the Traffic Impact Study and the City's access management code. These public infrastructure improvements will expand the City's street network in this area and benefit the City along with improving traffic circulation for the overall area, including many businesses to the south located along existing Windsor Drive. The proposed public improvements include: The construction of Windsor Drive from existing Windsor, located south of the creek to connect to existing Mulberry Drive (the cost estimates do not include the costs for constructing Windsor directly adjacent to the QuikTrip development, as QuikTrip will incur those costs solely). This includes constructing a bridge over the creek and obtaining all necessary permits from the Army Corp of Engineers for this creek crossing. Improvements to Mulberry at its intersection with Missouri Highway 291 Improvements to Deerbrook as a result of the connection of Windsor, and construction of a Windsor connection road to Missouri Highway 291. In addition to these improvements, QuikTrip will also be constructing public improvements that are associated with QuikTrip's normal development requirements. The cost estimates provided by QuikTrip are estimates prepared for the conceptual plan presentation related to the Windsor Drive extension (north and south segments as shown on the attached map) and turn lane improvements along Mulberry Street. the preliminary cost(s) for this work is estimated to be approximately $908, This estimate does not include any costs related to additional improvements required by MoDOT for the Highway M 291 corridor. At the time of packet preparation, discussions continue to take place between the applicant and MoDOT on the scope of these improvements. IMPACT/ANALYSIS: TIMELINE Start: Finish: OTHER INFORMATION/UNIQUE CHARACTERISTICS: STAFF RECOMMMENDATION Staff is supportive of the Council recommendation OTHER BOARDS AND COMMISSIONS ASSIGNED: Not Applicable DATE: ACTION: COUNCIL COMMITTEE ASSIGNED: Not Applicable DATE: ACTION: List of Reference Documents Attached 1. Proposed Ordinance 2. Sales Tax Reimbursement Agreement 3. Financial Incentive Preapplication Worksheet

3 BILL NO AN ORDINANCE AUTHORIZING THE EXECUTION OF A SALES TAX REIMBURSEMENT AGREEMENT BETWEEN QUIKTRIP CORPORATION AND THE CITY OF LEE'S SUMMIT, MISSOURI, FOR THE QUIKTRIP #191 DEVELOPMENT WHEREAS, on January 7, 2016, the Lee s Summit City Council concluded a public hearing for Application #PL , for a preliminary development plan for a development located at the south of NE Mulberry Street and west of Missouri Highway 291, consisting of a 5,858 square foot convenience store with ten (10) fueling stations under a 23-foot high canopy, together with associated site improvements, on property which will be purchased by QuikTrip Corporation ( Developer ), which will be developed as a QuikTrip convenience store ("Development"); and, WHEREAS, following the public hearing for the Development, the City Council voted to approve the application for the Development subject to the Developer entering into a Sales Tax Reimbursement Agreement with the City to provide for certain public improvements, some of which are necessary for the Development and some which are desired by the City; and, WHEREAS, the City Council determined in order to mitigate the impact of the vehicular traffic patterns that will be generated by the Development and to protect the public health, safety and general welfare, the public improvements should be made in conjunction with the Development; and, WHEREAS, as part of consideration of the preliminary development plan, the City Council reviewed a traffic study submitted by the Developer and determined that there is a need for traffic improvements along Missouri Highway 291 and Mulberry Street and the City desires that the Developer construct Windsor Drive, south of Mulberry Street, so that it connects to the existing termination of Windsor Drive south of the Property; and, WHEREAS, because there are existing traffic issues and the City desires the full construction of Windsor Drive, the City Council determined that the public improvements should be eligible for reimbursement; and, WHEREAS, the City is unable to fund and construct of the public improvements at this time, and the City Council has determined that the public improvements must be made in conjunction with the Development in order to protect the public health, safety and general welfare; and, WHEREAS, Developer has agreed to fund and construct the public improvements, all of which will be dedicated to the City and serving a public purpose that will benefit the City and its citizens, and the Developer will incur significant costs in doing so; and, WHEREAS, the City and Developer anticipate that the Development, when operational, will provide significant economic benefits to the City by employing a number of people, by generating substantial real estate taxes to the City and other taxing jurisdictions, and by generating significant retail sales tax revenues for the City and other entities collecting retail sales taxes; and, WHEREAS, the Property is currently undeveloped; and, Page 1

4 BILL NO WHEREAS, City and Developer have agreed that City will reimburse Developer for the costs incurred in designing, engineering, and constructing the public improvements through the use of certain sales tax revenues, as more fully set forth in the attached Sales Tax Reimbursement Agreement; and, WHEREAS, reimbursement to Developer by the City serves the public purpose of enabling the Developer to proceed with the Development, which in turn will help to increase economic development in the City, add to the tax base, and further serve the public purpose of providing the public improvements in conjunction with the Development which will help relieve existing traffic congestion and will accommodate traffic patterns associated with the Development and the City as a whole, thereby enhancing and protecting the public health, safety and general welfare of the public at large; and, WHEREAS, in satisfaction of the City Council's condition of approval, the Developer and the City now desire to enter into this Sales Tax Reimbursement Agreement, and, WHEREAS the City is authorized to enter into this Agreement with the Developer pursuant to the provisions of Section , et seq., RSMo; and, WHEREAS, the parties have freely negotiated in good faith and this Agreement reflects the desires of the parties. NOW THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF LEE S SUMMIT, MISSOURI, AS FOLLOWS: SECTION 1. That the Sales Tax Reimbursement Agreement between QuikTrip Corporation and the City of Lee's Summit, Missouri, attached hereto and incorporated herein by reference, is hereby approved and the City Manager is authorized to execute the same on behalf of the City of Lee s Summit, Missouri. SECTION 2. That this ordinance shall be in full force and effect from and after the date of its passage and adoption, and approval by the Mayor. PASSED by the City Council of Lee s Summit, Missouri, this day of, Mayor Randall L. Rhoads ATTEST: City Clerk Denise R. Chisum Page 2

5 BILL NO APPROVED by the Mayor of said city this day of, ATTEST: Mayor Randall L. Rhoads City Clerk Denise R. Chisum APPROVED AS TO FORM: City Attorney Brian W. Head Page 3

6 WHEN RECORDED RETURN TO: Patricia R. Jensen, Esq. White Goss, a Professional Corporation 4510 Belleview Avenue, Suite 300 Kansas City, Missouri Title of Document: Date of Document: Grantor(s): Grantee(s): Legal Description: Reference Book and Page: Sales Tax Reimbursement Agreement between QuikTrip Corporation and the City of Lee s Summit, Missouri for QuikTrip #191 at Mulberry Street and Missouri Highway 291, 20 QuikTrip Corporation City of Lee s Summit, Missouri 220 SE Green Street Lee s Summit, MO See page {30664 / 63508; }

7 SALES TAX REIMBURSEMENT AGREEMENT BETWEEN QUIKTRIP CORPORATION AND THE CITY OF LEE S SUMMIT, MISSOURI FOR QUIKTRIP #191 AT MULBERRY STREET AND MISSOURI HIGHWAY 291 THIS SALES TAX REIMBURSEMENT AGREEMENT (the Agreement ) is made this day of, 201, by and between QuikTrip Corporation, an Oklahoma corporation authorized to do business in the state of Missouri (the Developer ), and the City of Lee s Summit, Missouri, a municipal corporation (the City ). WHEREAS, on January 7, 2016, the Lee s Summit City Council (the City Council ) concluded a public hearing for Application #PL , for a preliminary development plan for a QuikTrip development located south of Mulberry Street and west of Missouri Highway 291, together with associated site improvements, on property legally described in Exhibit A (the Property ), which will be purchased by the Developer, and which will be developed as a QuikTrip convenience store (the Development ) as shown in Exhibit B, a map of the preliminary development plan; and WHEREAS, following the public hearing for the Development, the City Council voted to approve the application for the Development subject to the Developer entering into a Sales Tax Reimbursement Agreement with the City to provide for the certain Improvements, as defined below, some of which are necessary for the Development and some which are desired by the City; and WHEREAS, the City Council determined that in order to mitigate the impact of the vehicular traffic patterns that will be generated by the Development and to protect the public health, safety and general welfare, the Improvements should be made in conjunction with the Development; and WHEREAS, as part of consideration of the preliminary development plan, the City Council reviewed a traffic study submitted by the Developer and determined that there is a need for traffic improvements along Missouri Highway 291 and Mulberry Street and the City desires that the Developer construct Windsor Road, south of Mulberry Street, so that it connects to the existing termination of Windsor Road south of the Property; and WHEREAS, because there are existing traffic issues and the City desires the full construction of Windsor Road, the City Council determined that the Eligible Improvements (as defined in paragraph 1 of this Agreement) should be eligible for reimbursement under this Agreement as identified below; and WHEREAS, the City is unable to fund the construction of the Eligible Improvements at this time, and the City Council has determined that the Eligible Improvements should be made in conjunction with the Development in order to protect the public health, safety and general welfare; and WHEREAS, Developer has agreed to fund and construct the Eligible Improvements subject to the agreements set forth herein, all of which will become public improvements {30664 / 63508; }

8 belonging to the City and serving a public purpose that will benefit the City and its citizens, and the Developer will incur significant costs in doing so; and WHEREAS, the City and Developer anticipate that the Development, when operational, will provide significant economic benefits to the City by employing a number of people, by generating substantial real estate taxes to the City and other taxing jurisdictions, and by generating significant retail sales tax revenues for the City and other entities collecting retail sales taxes; and WHEREAS, the Property is currently undeveloped; and WHEREAS, the City and Developer have agreed that the City will reimburse Developer for the costs incurred in designing, engineering, and constructing the Eligible Improvements through the use of certain sales tax revenues, as more fully set forth herein; and WHEREAS, reimbursement to Developer by the City serves the public purpose of enabling the Developer to proceed with the Development, which in turn will help to increase economic development in the City, add to the tax base, and further serve the public purpose of providing the Eligible Improvements in conjunction with the Development which will help relieve existing traffic congestion and will accommodate traffic patterns associated with the Development and the City as a whole, thereby enhancing and protecting the public health, safety and general welfare of the public at large; and WHEREAS, in satisfaction of the City Council s condition of approval, the Developer and the City now desire to enter into this Agreement; WHEREAS, the City is authorized to enter into this Agreement with the Developer pursuant to the provisions of Section , et seq., RSMo.; and WHEREAS, the parties have freely negotiated in good faith and this Agreement reflects the desires of the parties. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Words or terms not defined elsewhere in this Agreement shall have the following definitions: A. Developer shall mean QuikTrip Corporation, or its successors and assigns in the Property. B. Eligible Improvements shall mean the following improvements: (1) The construction of Windsor Drive from its existing terminus north to approximately feet (Area #1 as depicted on the map attached hereto as Exhibit C and incorporated herein by reference); {30664 / 63508; } 3

9 (2) The construction of Windsor Drive from the point of termination of Windsor as depicted in Area #1 north approximately feet to a point just north of the Windsor Connection (Area #2 as depicted on Exhibit C); (3) The construction of Windsor Drive from the south point of termination of Windsor as depicted in Area #3 north to its connection with Mulberry Street (Area #3 as depicted on Exhibit C); (4) The construction of an eastbound right turn lane with taper on Mulberry Street at its intersection with Missouri Highway 291 (Area #4 as depicted on Exhibit C). C. Preliminary Development Plan shall mean the preliminary development plan for the Development approved by Ordinance No on January 7, D. Eligible Reimbursable Costs shall mean actual costs directly associated with the design, engineering and construction of the Eligible Improvements; Eligible Reimbursable Costs do not include attorney s fees, accounting fees, management fees, construction oversight fees except for those oversight fees that may be necessary for compaction and testing, and other similar costs or charges. The current estimated costs of the Eligible Improvements are as shown in Exhibit D, attached hereto and incorporated herein by reference. 2. Requirements for Eligible Improvements. Unless otherwise specified herein, the provisions set forth in this Section 2 shall be applicable to the financing, design, engineering and construction of the Eligible Improvements to be constructed by the Developer as required by this Agreement. A. Requirement to design, engineer and construct. The Developer, at its sole cost and expense, shall design, engineer and construct the Eligible Improvements, subject to reimbursement by the City as provided in Section 3 below. B. Construction Costs. Subject to the reimbursement provision of Section 3 below, all costs associated with designing, engineering and constructing the Eligible Improvements shall be paid by the Developer, and no cost shall be paid by the City for designing, engineering, constructing or managing the construction of any of the Eligible Improvements. C. Applicable Standards and Approvals. The Eligible Improvements shall be designed, engineered, constructed, placed into service and dedicated to the City in accordance with the ordinances of the City, including, but not limited to, the City s Design and Construction Manual in effect at the time the Eligible Improvements are constructed, and any other applicable rules, requirements and standards established by the City. The City s release of the construction permit(s) along with the acceptance of the constructed Eligible Improvements shall serve as confirmation that the Eligible Improvements were designed, engineered, constructed, placed into service, and dedicated to the City in accordance with the {30664 / 63508; } 4

10 ordinances of the City, including, but not limited to, the City s Design and Construction Manual in effect at the time the Eligible Improvements are constructed, and any other applicable rules, requirements and standards established by the City. All such work shall be done in good and workmanlike manner. The Developer shall be responsible for obtaining approval for any portion of the Eligible Improvements that require approval of another jurisdiction, including, but not limited to, Jackson County and the State of Missouri. The City agrees to cooperate in good faith with the Developer in obtaining said required approvals from other jurisdictions for the Eligible Improvements. D. Timing of Eligible Improvements. Prior to the construction of the Eligible Improvements, Developer shall submit to the City Engineer a proposed construction schedule for the Eligible Improvements to be constructed by the Developer. No construction shall commence for the Development until the schedule has been approved by the City Engineer. The City Engineer shall approve the construction schedule as presented or return the schedule with reasonable comments, to be resubmitted by the Developer until approved by the City Engineer. The City Engineer and Developer both agree that the approved construction schedule is to be reasonably pursued but is subject to unforeseen delays including, but not limited to, weather delays. The construction schedule approved by the City Engineer shall be incorporated into this Agreement by addendum approved by the City Engineer, and no action of the City Council will be required to incorporate the construction schedule. E. Design Phase. Prior to approval of the construction schedule by the City Engineer, the Developer shall meet with City staff regarding preliminary design of the Eligible Improvements to be constructed by the Developer pursuant to this Agreement and shall submit all preliminary design documents to the City for approval before proceeding with the construction of the Eligible Improvements. On the basis of such approved preliminary design documents, the Developer shall: (1) Prepare detailed drawings, plans, design data, estimates, and specifications to show the character and scope of the work to be performed by contractors for all Eligible Improvements (the Plans ). (2) Furnish to the City Engineer copies of such Plans and other documents and design data as may be required to secure approval of such governmental authorities as may have jurisdiction over design criteria applicable to the Eligible Improvements. (3) Furnish the number of approval copies of the final Plans for the Eligible Improvements as the City may reasonably require. (4) Ensure that the Plans conform to federal and state laws and City ordinances and regulations. {30664 / 63508; } 5

11 All final Plans shall be presented to the City Engineer for approval and incorporated into this Agreement by addendum approved by the City Engineer, and no action of the City Council will be required to incorporate the final Plans into this Agreement. F. Bid Phase. The contracts related to the construction of the Eligible Improvements shall be subject to a transparent, open and competitive public bidding process conducted by Developer which will allow for the selection of the best contractor to be selected based upon Developer s standard bid criteria, which has been provided to the City and approved in writing by the City (the Public Bid Process ). As part of the Public Bid Process, and based on the Plans, the Developer shall submit to the City Engineer for approval all bid sheets, special provisions, special technical specifications and all other documents necessary to solicit bids for the construction of the Eligible Improvements ( Bid Documents ). The Bid Documents and the bid process must conform to the Public Bid Process and applicable law. G. Construction. The Developer will construct all the Eligible Improvements according to the approved Plans. The Developer shall maintain, at its sole cost and expense, the Eligible Improvements until such time as said Eligible Improvements are accepted by the Director of Public Works pursuant to Section 2.K of this Agreement. The Developer shall not do or permit others under it to do any work related to the construction of the Eligible Improvements until the Developer has paid for all required City and other governmental required permits and authorizations. H. Right of Way Acquisition. (1) The Developer shall dedicate or convey, as applicable, all portions of the Eligible Improvements and other public infrastructure improvements located on property owned by Developer to the City, at no cost to the City, which are necessary for the Eligible Improvements. I. Utility Relocation. The parties agree that all costs associated with relocating any existing utilities from any existing public or private easement, as a result of construction of the Eligible Improvements, which are not paid by the utility company, shall be paid by the Developer, and are not the responsibility of the City; provided, however, that the utility relocation costs identified in Section 1.B above are subject to reimbursement in the manner prescribed in Section 3. J. Inspections and Change Orders. The Developer agrees to permit City employees, agents and contractors to inspect, observe, and oversee the construction of all Eligible Improvements in order to ascertain and determine that the standards of the City have been met. The Developer shall obtain the City Engineer s approval of all change orders materially altering the design or specifications of the Eligible Improvements and such approval shall not be unreasonably withheld, conditioned or delayed. {30664 / 63508; } 6

12 K. Dedication. Upon completion, inspection and approval of the Eligible Improvements by the City in accordance with Section 2.C above, the Developer will dedicate the Eligible Improvements to the City, for its use, operation and maintenance. The City shall be under no obligation to accept the dedication or conveyance of any Eligible Improvements constructed pursuant to this Agreement until it has been inspected and approved to the reasonable satisfaction of the Director of Public Works. Upon written notice of the inspection and approval of the Director of Public Works, the Developer agrees to convey all the Eligible Improvements to the City free and clear of all liens and encumbrances or other obligations. Said conveyance shall be by appropriate document, and shall be sufficient, in the reasonable opinion of the City Attorney, to convey marketable title of record, as set forth in Title Standard 4 of the Missouri Bar. 3. Reimbursement. The City shall reimburse the Developer for the Eligible Reimbursable Costs incurred by the Developer to design, engineer and construct the Eligible Improvements, subject to the limitations of this Agreement and compliance by the Developer with the provisions of this Agreement. The maximum amount of reimbursement is 100% of the amount of the qualified bidder for the Eligible Improvements as determined by Developer and the City Engineer not to exceed ninehundred and eight thousand eight-hundred and sixty seven dollars and sixty-four cents ($908,867.64), plus interest at a rate of 3.5% per annum. Interest shall be calculated from and after the date of issuance of a certificate of final completion for the Eligible Improvements. Interest shall continue to accrue until the earlier to occur of: a) the date that is 10 years from the date of the issuance of a certificate of occupancy for the Development, unless the Developer is eligible for reimbursement from the source described in subsection 3.A & B below, in which case interest will continue to accrue while the Developer remains eligible for reimbursement under subsection 3.A & B; or b) the date that the Developer has been paid the maximum amount of reimbursement set forth above. The reimbursement funds shall come solely from the following sales tax revenues generated by the Development from the date of issuance of a certificate of occupancy for the Development and continuing for the periods of time referenced in this section, and subject to the maximum amount of reimbursement set forth above: A. One Hundred Percent (100%) of the City s One Percent (1%) general sales tax generated from sales at the Development for a period of not more than ten years following the date of the first reimbursement made by the City; and B. One Hundred Percent (100%) of the City s One Half Percent (½%) transportation sales tax generated from sales at the Development for a period of not more than ten years following the date of the first reimbursement made by the City. Reimbursement payments shall be made by the City on a quarterly basis, beginning with the first quarter after the issuance of a certificate of occupancy for the Development, provided that the Developer has provided documentation to the Director of Finance showing the amount of Eligible Reimbursable Costs that it has paid and for which is it seeking reimbursement. This documentation shall include an itemized statement of costs and documentation indicating that all contractors, engineers or other parties that have {30664 / 63508; } 7

13 provided goods or services for the Eligible Improvements have been paid in full by the Developer, and, where applicable, that such payments were made in conformity with the Prevailing Wage law as required by Section 8 of this Agreement. 4. Timing of Issuance of Certificates of Occupancy. A. The Developer may not receive certificates of occupancy for any structure in the Development until a certificate of substantial completion has been provided to Developer by the City Engineer for the Eligible Improvements, and such certificate shall not be unreasonably withheld, conditioned or delayed. 5. Indemnification. A. General Indemnity. The Developer shall indemnify, release, defend, be responsible for and forever hold harmless the City, its officers, agents, employees, elected officials, and attorneys, each in their official and individual capacities, from and against all lawsuits, suits, actions, costs, claims, demands, damages, disability, losses, expenses, including reasonable attorney s fees and other defense costs or liabilities of any character and from any cause whatsoever, brought because of bodily injury or death received or sustained, or loss or damage received or sustained, by any person, persons, or property arising out of or resulting from any act, error, or omission of the Developer or its officers, agents, employees, or subcontractors, to the extent such loss or injury arises out of or is related to the performance of this Agreement; provided, however, that the Developer need not save harmless the City from claims, demands, losses and expenses arising out of or to the extent caused by the negligence or intentional misconduct of the City, its employees or agents. This indemnification obligation shall survive the termination or expiration of this Agreement. B. No Limitations or Waiver. The indemnity required hereunder shall not be limited by reason of the specification of any particular insurance coverage in this Agreement, or by a limitation of the amount or type of damages or compensation payable by or for the Developer under Workers Compensation, disability or other employee benefit acts, acceptance of insurance certificates required under this Agreement, or the terms, applicability or limitation of any insurance held by the Developer. The City does not, and shall not, waive any rights against the Developer which it may have by reason of this indemnification, because of the acceptance by the City, or the deposit with the City by the Developer, of any of the insurance policies described in this Agreement. In addition, the parties agree that this indemnification by the Developer shall not be limited by reason of whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages. C. Notification of Claims. With respect to any claims which are subject to indemnity hereunder, the Developer shall promptly notify the City of any and all claims filed against the Developer or the Developer and the City jointly, and shall provide the {30664 / 63508; } 8

14 City with a copy of the same. Such notice shall be given in the manner prescribed in Section 27 of the Agreement. D. Use of Independent Contractors. The fact that the Developer carries out any activities under this Agreement through independent contractors shall not constitute an avoidance of, or defense to, the Developer s duty of defense and indemnification under this section. 6. Insurance. A. General Provisions. Prior to commencing construction of the Eligible Improvements, the Developer shall file with the City evidence of liability insurance that is consistent with the requirements and in the amounts set forth below. B. Limits and Coverage. Bodily Injury and Property Damage, Commercial General Liability Coverage Occurrence Form unless otherwise agreed by the City: (1) Commercial General Liability: Minimum $1,500,000 each occurrence limit for bodily injury and property damage; $1,500,000 policy aggregate; $1,500,000 products and completed operations aggregate. (2) Automobile Liability: Minimum $2,000,000 combined single limit for bodily injury and property damage; applicable to owned, non-owned and hired automobiles. (3) Workers Compensation: Statutory employer s liability $1,000,000 each occurrence. The following endorsements shall attach to the policy: (A) The policy shall cover personal injury as well as bodily injury. (B) The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier s standard endorsement as to bodily injuries, personal injuries and property damage. (C) Broad form property damage liability shall be afforded. (D) The City shall be listed as an additional insured. (E) There shall be a severability of insureds on the policy. (F) Should any of the above described policies be cancelled or materially modified before the expiration date thereof, written notice will be delivered to the City in accordance with the policy provisions, but failure to do so shall impose no obligation or liability of any kind upon the Developer s insurer, its agents or representatives. C. Use of Contractors and Subcontractors. The Developer shall not permit any contractor or subcontractor to commence or continue work until they shall have obtained or caused to be obtained all insurance required under this Section. Said {30664 / 63508; } 9

15 insurance shall be maintained in full force and effect until the completion of construction of the Eligible Improvements, and issuance of a Certificate of Substantial Completion by the City. D. Workers Compensation. The Developer shall ensure that all contractors or subcontractors performing work for the Developer obtain and maintain Workers Compensation Insurance for all employees, and in case any work is sublet, the Developer shall require any subcontractors to provide Workers Compensation insurance for all subcontractor s employees, in compliance with State laws, and to fully protect the City from any and all claims arising out of occurrences during construction of the Eligible Improvements. The Developer hereby indemnifies the City for any damage resulting to it from failure of either the Developer or any contractor or subcontractor to obtain and maintain such insurance. The Developer further waives its rights to subrogation with respect to any claim against the City for injury arising out of performance under this Agreement. The Developer shall provide the City with a certificate of insurance indicating Workers Compensation coverage prior to commencing construction of the Eligible Improvements. 7. Bonds. The Developer shall, or shall ensure that its contractors shall, provide for the following bonds for the Eligible Improvements and all other public infrastructure improvements that are constructed by the Developer and dedicated to the City. A. Performance Bond and Payment Bond. Prior to commencement of construction and ending upon acceptance of the Eligible Improvements by the City, the Developer shall, or shall ensure that its contractors shall, maintain a performance and payment bond in a form approved by the City Attorney, in an amount equal to the cost of the Eligible Improvements covered by such bond, as determined by the City Engineer, conditioned upon the faithful performance of the provisions, terms and conditions of the construction contract. The performance and payment bond shall name the City as an obligee and copies of certificates of such bond shall be delivered to the City. B. Maintenance bonds. Prior to acceptance and dedication of the Eligible Improvements, the Developer shall, or shall ensure that its contractors shall, provide a maintenance bond in a form approved by the City Attorney, in an amount equal to fifty percent (50%) of the cost of the Eligible Improvements as approved by the City Engineer, which shall be in effect for a term of three (3) years from the date that the City, issues a certificate of substantial completion for such Eligible Improvements covered by the bond, conditioned upon the faithful performance of the provisions, terms and conditions of the construction contract. The maintenance bond shall name the City as an obligee and copies of certificates of such bond shall be delivered to the City. C. Indemnity for failure to provide bonds. The Developer shall, or ensure that its contractors shall, indemnify the City and its officers and employees for any damage resulting to the City, its officers or employees from failure of the Developer to provide the bonds set forth in this Section. {30664 / 63508; } 10

16 8. Prevailing Wage. The Developer will pay, or cause to be paid, wages in accordance with, and in all respects comply with, Missouri s Prevailing Wage Law (sections , RSMo.) and all other laws relating to the payment of wages to contractors or subcontractors of the Developer for the construction costs of the Eligible Improvements. The Developer agrees to hold harmless, indemnify and reimburse the City for any damage, loss costs, payments or expenses of any kind (including the City s reasonable attorney s fees) incurred by the City with regard to the failure of the Developer or any contractor or subcontractor to pay prevailing wages as required by law or this Agreement. The Developer shall submit sufficient information to the City s Director of Finance to allow City staff to verify that the Developer has complied with prevailing wage laws and regulations. The Developer shall otherwise comply with all laws regarding the payment of prevailing wages to contractors or subcontractors of the Developer, and the Developer shall indemnify the City for any damage resulting to the City from failure of the Developer to pay prevailing wages pursuant to applicable laws. 9. Remedies. Each party to this Agreement agrees that if it fails to perform when due any act required by this Agreement to be performed, then, in addition to whatever other remedies are available to the non-defaulting parties hereto, the non-defaulting party shall have the right to enforce seek enforcement of specific performance of this Agreement against the defaulting party, and in the event successful in litigation, such non-defaulting party shall, to the extent allowed by law, be entitled to its reasonable costs, attorneys fees and court costs in connection with such enforcement. 10. Rights and Remedies Non-Exclusive. No right or remedy conferred upon or reserved to any party in this Agreement is intended to be exclusive of any rights or remedies, and each and every right and remedy shall be cumulative and shall be in addition to every right and remedy given now or hereafter existing at law or in equity. 11. Non-Waiver. No waiver of any condition or covenant contained in this Agreement or of any breach thereof, shall be taken to constitute a waiver of any subsequent condition, covenant or breach. 12. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Missouri. 13. Venue. In the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Jackson County, and the parties expressly waive any rights to venue inconsistent therewith. 14. City Requirements and Prior Approval. The Developer agrees to comply with all applicable laws and City ordinances, including, but not limited to, the City s Unified Development Ordinance, and all planning or infrastructure requirements related to the development of the Property. The Developer acknowledges and agrees that the City is not, and shall not be, in any way liable for damages, losses or injuries that may be sustained as a result of the City s review and approval of any Plans or Plats of or relating to the Development, the Property or the Eligible Improvements, or as a result of the issuance of any approvals, permits, certificates or acceptances for the development or use {30664 / 63508; } 11

17 of any portion of the Development, the Property or the Eligible Improvements. The Developer further acknowledges and agrees that the City s review and approval of any such Plans or Plats and the issuance of any such approvals, permits, certificates or acceptances does not, and shall not, in any way be deemed to insure the Developer, or any of its successors, assigns, tenants, licensees or any third party, against damage or injury of any kind at any time. The parties agree that execution of this Agreement in no way constitutes a waiver of any requirements of applicable City ordinances or policies with which the Developer must comply and does not in any way constitute prior approval of any future proposal for development. 15. Effective Date and Term. This Agreement shall be effective upon notice from the Developer to the City that the Developer has acquired the Property and will complete the Development in accordance with the plans approved by the City. The Agreement shall terminate upon full payment of all Eligible Reimbursable Costs as provided in Section 3 hereof or ten years after the date of the first reimbursement made by the City pursuant to Section 3, whichever date first occurs. 16. Recording and Binding Effect. The City shall file a copy of this Agreement or a memorandum of this Agreement in the office of the Recorder of Deeds for Jackson County, Missouri (the Office ) and may invoice Developer for reimbursement of recording fees therefore. No building permits shall be issued for any structure in the Development until written proof is provided to the City that this Agreement has been recorded with the Office. This Agreement shall run with the land and be binding on and inure to the benefit of the parties and their respective legal representatives, successors in interest, successors and assigns. 17. Time of Essence. Time is of the essence with respect to the duties and obligations set forth herein. 18. Estoppel Letter. Upon request by Developer made from time to time, the City shall prepare and deliver to Developer an estoppel letter confirming for the benefit of any purchaser or lender whether the Developer is or is not in default under this Agreement and verifying the status of Developer s performance of its obligations under this Agreement. 19. Representations. The Developer represents that it is purchasing the property described in Exhibit A. Each party represents and warrants that it (a) has made due and diligent inquiry into the facts and matters which are the subject matter of this Agreement; (b) fully understands the legal effect of this Agreement; (c) is duly authorized and empowered to execute, deliver and perform this Agreement according to its terms and conditions; and (d) has not assigned or transferred any claim against the other party that is the subject of this Agreement. 20. No Waiver of Breach. No waiver of any condition or covenant contained in this Agreement or any breach thereof shall be taken to constitute a waiver of any subsequent condition, covenant or breach. {30664 / 63508; } 12

18 21. Rules of Construction. Each party to this Agreement has received independent legal advice from its attorneys of choice with respect to entering this Agreement and the advisability of agreeing to the provisions herein. Because each party has had its respective legal counsel review the terms of this Agreement, the normal rules of construction to the effect that any ambiguities in its terms be resolved against the drafting party shall not be employed with regard to issues of its validity, interpretation, performance or enforcement. 22. Assignment. The Agreement may not be assigned or transferred, in whole or part, to any other person, firm, corporation, or entity without the prior, express, written consent of the other parties, which consent shall not be unreasonably withheld. The Developer shall request the assignment of the Agreement, with the consent of the City, to any person, firm, corporation, or entity to which any ownership interest in the Property is transferred after the date of execution of this Agreement. 23. Entire Agreement. This Agreement and the acts provided for herein is the entire agreement between the parties with respect to the subject matter hereof, the terms and provisions of this Agreement are contractual and not mere recitals and no alterations, amendment, modification, or interpretation hereof shall be binding unless in writing and signed by all parties. 24. Exhibits. All Exhibits referenced in this Agreement are incorporated into this Agreement by such reference as if set forth in full in the text of this Agreement. 25. Headings. The paragraph headings contained herein are for convenience in reference and are not intended to modify, expand or limit the scope of any provision of the Agreement. 26. Severability. Any provision of this Agreement which is not enforceable according to law will be severed from this Agreement and the remaining provisions shall be enforced to the fullest extent permitted by law. 27. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument. 28. Notice. Any notice required by this Agreement shall be deemed to be given upon delivery or refusal to accept delivery if it is mailed by United States registered mail, postage prepaid, and addressed as hereinafter specified. Any notice to the City shall be addressed to: City Manager City Hall 220 SE Green Street Lee s Summit, Missouri {30664 / 63508; } 13

19 With a copy to: City Attorney City Hall 220 SE Green Street Lee s Summit, Missouri Notices to Developer shall be addressed to: QuikTrip Corporation 5725 Foxridge Drive Mission, Kansas Attn: Director of Real Estate Fax: (913) with a copy to: QuikTrip Corporation P.O. Box 3475, Tulsa, Oklahoma or, 4705 S. 129 th E. Ave., Tulsa, Oklahoma Attn: General Counsel Fax: (918) with a copy to: Patricia R. Jensen White Goss, a Professional Corporation 4510 Belleview Avenue, Suite 300 Kansas City, Missouri Each party shall have the right to specify that notice be addressed to any other address by giving to the other party written notice thereof in the manner set forth in this Section. [SIGNATURES ON FOLLOWING PAGES] {30664 / 63508; } 14

20 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the date first above written. CITY OF LEE S SUMMIT, MISSOURI By: Steven A. Arbo, City Manager Approved as to form: Brian W. Head, City Attorney STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) Notary for City of Lee s Summit BE IT REMEMBERED, that on this day of, 20, before me, the undersigned, a Notary Public in and for the County and State aforesaid, came Stephen A. Arbo, the City Manager of the City of Lee s Summit, Missouri, a City duly incorporated and existing under and by virtue of the laws of the State of Missouri, who is personally known to me to be the same person who executed, as such official, the within instrument on behalf of and with the authority of said City, and such persons duly acknowledged the execution of the same to be the act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. My Commission Expires: NOTARY PUBLIC [SEAL] {30664 / 63508; } 15

21 QUIKTRIP CORPORATION, an Oklahoma corporation By: Name: Kelly P. Vaughan Title: Director of Real Estate STATE OF ) ) ss. COUNTY OF ) On this day of, 20, before me, the undersigned, a Notary Public in and for the state of, personally appeared Kelly P. Vaughan, to me personally known, who being by me duly sworn did say that he is the Director of Real Estate of QuikTrip Corporation, an Oklahoma corporation, who is personally known to me to be the same person who executed, as such official, the instrument on behalf of QuikTrip Corporation. Notary Public in and for the State of {30664 / 63508; } 16

22 EXHIBIT A LEGAL DESCRIPTION FOR PROPERTY All that part of Lots 69 and 70 ORCHARD HILLS, a subdivision in part of the West Half of the Southeast Quarter of Section 29, Township 48 Range 31, in Lee's Summit, Jackson County, Missouri, described as follows: Commencing at the Southwest Corner of aforesaid Lot 69; thence South 88 degrees 25 minutes 24 seconds East along the South line of said Lot 69, a distance feet to the Point of Beginning of the tract of land to be herein described; thence continuing South 88 degrees 25 minutes 24 seconds East along the South line of said Lots 69 and 70, a distance of feet; thence North 01 degree 35 minutes 21 seconds East, feet to a point on the South right-ofway of Mulberry Street, as now established and the North line of said Lots 69 and 70; thence North 88 degrees 25 minutes 04 seconds West, along said South right-of-way and said North Line of Lots 69 and 70, a distance of feet; thence South 01 degree 35 minutes 21 seconds West, feet to the Point of Beginning. Containing 8,522 square feet or acres, more or less. AND All that part of the Northwest 1/4 of the Northeast 1/4 of Section 32, Township 48 Range 31, in Lee's Summit, Jackson County, Missouri, described as follows: Beginning at a point on the North line of the Northwest 1/4 of the Northeast 1/4 of said Section 32 that is feet ( feet Deed) East of the Northwest corner thereof; thence South 88 degrees 25 minutes 24 seconds East, along said North line of Section 32, a distance of feet; thence North 1 degree 35 minutes 21 seconds East, feet; thence South 88 degrees 25 minutes 24 seconds East, feet to a point on the right of way line of Highway M-291, South 1 degree 38 minutes 20 seconds West (South 00 degrees 06 minutes 00 seconds West, deed), along said right of way line, a distance of feet; thence South 88 degrees 19 minutes 56 seconds East (South 89 degrees 54 minutes 00 seconds East, Deed), along said right of way line, a distance of feet; thence South 01 degree 40 minutes 04 seconds West, continuing along said right of way line, a distance of feet (South 00 degrees 06 minutes 00 seconds West, feet, Deed) to a point feet right of Highway Station 55+00; thence South 04 degrees 0 minutes 34 seconds East, continuing along said right of way line, a distance of feet (South 05 degrees 36 minutes 38 seconds East, feet, Deed) to a point on the South line of the North 1/2 of said quarter, quarter section; thence North 88 degrees 28 minutes 09 seconds West along said South line of the North 1/2 of said quarter, quarter section, a distance of feet (South 89 degrees 54 minutes 08 seconds West, feet Deed) to a point that is feet Easterly of the West line of said quarter, quarter section; thence North 01 degree 46 minutes 26 seconds East (North 00 degrees 11 minutes 27 seconds East, Deed), feet to the point of beginning. Containing 283,793 square feet or acres, more or less. {30664 / 63508; } A-1

23 EXHIBIT B MAP OF THE PRELIMINARY DEVELOPMENT PLAN {30664 / 63508; } B-1

24 {30664 / 63508; } B-2

25 {30664 / 63508; } C-1 EXHIBIT C MAP OF IMPROVEMENTS

26 EXHIBIT D ELIGIBLE IMPROVEMENTS ESTIMATED COSTS {30664 / 63508; } D-1

27 Financial Incentive Pre-Application Worksheet DATE: 12/29/2015 APPLICANT: QuikTrip Corporation ADDRESS: 5725 Foxridge Drive, Mission, KS PHONE #: and and CONTACT PERSON: Truitt Priddy and Patricia Jensen DEVELOPMENT CENTER PROJECT NAME: QuikTrip #191 PROJECT TYPE: Check all that apply and fill in the SIC/NAICS code, if known. Industrial, Manufacturing, Technology SIC/NAICS code: New building, no existing Missouri operations New building, other Missouri operations already in existence Expanding existing facility Retaining existing facility Retail/Restaurant/Hotel SIC/NAICS code: New freestanding building New multi-use tenant building Remodel, addition or expansion of existing building Office New freestanding building New multi-use tenant building Remodel, addition or expansion of existing building Residential New freestanding residential units New residential units in a multi-use building Remodel, addition or expansion of existing building Downtown Remodel, addition or expansion of existing building Exterior façade improvement Construction of new building Other PROPERTY FOR WHICH INCENTIVES ARE BEING SOUGHT Attach map and legal description of property. See attached. ADDRESS: SWC Mulberry & 291 CURRENT PROPERTY OWNER: Nancy S. Dawson Trust dated 5/13/95, David & Loretta Freeland, Vernon Ray Jr and Tonya A Tidwell, Boatenhagen Holdings LLC, and QuikTrip Corporation WILL APPLICANT BE PURCHASING THE PROPERTY: X YES NO City of Lee s Summit 220 SE Green Street, Lee s Summit, MO LSMeansbusiness.net {30664 / 63508; }

28 TOTAL ACRES: Building Sq. Ft. 5,858 INVESTMENT Total new investment: $1,190, in QT building & canopy, site infrastructure and site improvement costs and $908,868 in reimbursable public improvements *Costs are for reimbursable public improvements Acquisition of land/existing buildings: $Private Annual lease of land/existing buildings: $0 Preparation of plans, studies, surveys: $85,000* Site preparation costs: $136,560* Building improvements: $520,000 QT Building & $54,288 QT Canopy Site improvements: Utilities/Infrastructure Costs: (streets, sewer, etc.): TIMELINE Calendar year in which applicant plans to begin construction: 2016 Approximate opening date: 2017 WAGE & BENEFITS Job Category (executive, professional, clerical, general labor, etc.) # new full-time employees $NA $1,203,716 (*$687,307 of this amount is City public improvement portion). # new part-time employees Average hourly wage/employee Year 1 Manager 1 Competitive Annual Salary see Article attached Assistant Managers 4-5 $10.99 ph starting see Article attached Clerks $9.00 ph starting Year 2 (Staffing is subject to change based on volume increases or decreases during first year) % of health care premium paid for by the employer: QuikTrip offers a very competitive health care plan to eligible employees. City of Lee s Summit 220 SE Green Street, Lee s Summit, MO LSMeansbusiness.net {30664 / 63508; }

29 TYPE OF FINANCIAL INCENTIVE DESIRED TAX ABATEMENT Tax Increment Financing Chapter 100 Industrial Revenue Bonds Chapter 353 Tax Abatement Land Clearance for Redevelopment Authority Special Assessment, Property Tax, Sales Tax Neighborhood Improvement District Community Improvement District Transportation Development District Local Incentive Tools Sales Tax Sharing Agreements Cost-Share Development Agreements City of Lee s Summit 220 SE Green Street, Lee s Summit, MO LSMeansbusiness.net {30664 / 63508; }

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