THE CITY OF OVERLAND PARK, KANSAS, AND HY-VEE, INC. AND THE R.H. JOHNSON COMPANY

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1 KUTAK ROCK LLP DRAFT 2/11/11 REDEVELOPMENT AGREEMENT DATED [FEBRUARY], 2011 BY AND AMONG THE CITY OF OVERLAND PARK, KANSAS, AND HY-VEE, INC. AND THE R.H. JOHNSON COMPANY

2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION... 3 Section Definitions of Words and Terms... 3 Section Rules of Construction... 8 ARTICLE II REDEVELOPMENT STRUCTURE... 8 Section Expectations for Development of Redevelopment Project Area... 8 Section Development of Redevelopment Project Area; Public Financing Cap... 9 Section RHJ Agreements upon Developer Assignment ARTICLE III FINANCING Section Development Costs, City Expenses and Administrative Fee Section TIF Financing ARTICLE IV REIMBURSABLE EXPENSES Section Reimbursement from Public Financing Sources Section Categories of Reimbursable Expenses Section Certification of Expenditure Section Procedures for Certifications of Expenditure Section Developer Responsible to Reimburse the Outlots Developer ARTICLE V DEVELOPMENT AND CONSTRUCTION OF REDEVELOPMENT PROJECT Section Authorization to Construct Section Plan Approval; Additional Redevelopment Project Area Development Approval Section Indemnification and Insurance Section Local, State and Federal Laws Section Hazardous Materials Section Compliance with Equal Opportunity Laws, Regulations and Rules and Other Laws Section Evidence of Completion Section Modifications Section Utilities and Fees Section City and Other Governmental Permits Section Public Bidding Not Required Section Operation and Maintenance of Project i

3 Section Maintenance of Grocery Store or other Major Retail Establishment in the Redevelopment Project Area ARTICLE VI [RESERVED] ARTICLE VII REAL ESTATE TAXES Section Agreement to Pay Taxes and Assessments; Request for Reclassification Section Notice of Protest or Appeal ARTICLE VIII USE, ASSIGNMENT, SALES & LEASING Section Recorded Notice of Agreement Section Use Restrictions Section Restrictions on Transfer and Assignments ARTICLE IX AUTHORITY Section Actions Section Powers ARTICLE X DEFAULTS AND REMEDIES Section Defaults-General Section Remedies on Default Section Legal Actions Section Rights and Remedies Are Cumulative Section Inaction Not a Waiver of Default Section Enforced Delay; Extension of Times of Performance ARTICLE XI GENERAL PROVISIONS Section Time of Essence Section Amendment Section Immunity of Officers, Employees and Members of the City Section Right to Inspect Section Right of Access Section No Other Agreement Section Binding Effect Section Severability Section Amendment to Carry Out Intent Section Kansas Law Section Notice ii

4 Section Counterparts Section Consent or Approval Section Survivorship Section Incorporation of Exhibits Exhibit A Legal Description of Redevelopment District and Redevelopment Project Area Exhibit B Sketch of Redevelopment District and Redevelopment Project Area Exhibit C Redevelopment Project Plan Exhibit D Preliminary Development Plan Materials Exhibit E Project Budget Exhibit F Tax Increment Revenue Transfer Model Exhibit G Estimated Reimbursable Expenses Exhibit H Estimated Construction Schedule Exhibit I Equity IRR Formula Exhibit J Estimated City Expenses Exhibit K Form of Certification of Expenditure Exhibit L-1 Phase I Environmental Site Assessment Exhibit L-2 Communication to KDHE iii

5 REDEVELOPMENT AGREEMENT FOR THE VALLEY VIEW REDEVELOPMENT PROJECT THIS REDEVELOPMENT AGREEMENT (this Agreement ), is made and entered into as of the day of [February], 2011 by and among the CITY OF OVERLAND PARK, KANSAS, a municipal corporation duly organized under the laws of the State of Kansas (the City ), HY-VEE, INC. ( Hy-Vee or the Developer, as described in Recitals K and M below,) and THE R.H. JOHNSON COMPANY ( RHJ ). RECITALS A. The City has the authority to undertake tax increment financing pursuant to the Kansas Tax Increment Redevelopment Act, constituting K.S.A et seq., as amended (the Act ). B. Hy-Vee and RHJ have proposed improvements to the shopping center (not including the two buildings which are not part of the herein-defined District) (the Shopping Center ) located at the Southeast Corner of 95 th Street and Antioch Road in Overland Park, Kansas on the real property described on Exhibit A hereto and shown in the cross-hatched area on the sketch on Exhibit B (the Redevelopment Project Area ). Such real property includes the Shopping Center property and certain rights of way. The Shopping Center property comprises approximately acres in Overland Park, Kansas that has been approved by the Governing Body of the City upon recommendation of the Planning Commission for rezoning from CP-2, Planned General Business District to CP-2, Planned General Business District, so that a new plan can be approved to allow redevelopment of the Shopping Center. The proposed improvements (the Project ) consist of demolition of existing improvements and construction of a new shopping center consisting of an anchor Hy-Vee Supermarket and one or more additional buildings on the outlots, which may include, but is not limited to, general retail, specialty retail, restaurants, and non-retail uses customarily found in shopping centers, including related public and private infrastructure. C. The owner of the Shopping Center as of the date of this Agreement is American National Insurance Company. The Shopping Center is under contract for purchase by Hy-Vee. With the Shopping Center under contract for purchase, RHJ and Hy-Vee have worked closely together to develop, finance, and advance a plan to redevelop the District with a completely new, Hy-Vee anchored shopping center. Mr. Bob Johnson of RHJ has been designated to act on behalf of Hy-Vee in certain matters relating to the development of the Project. As part of that process, on behalf of RHJ and Hy-Vee, RHJ submitted an Application for Tax Increment Financing (the TIF Application ) on or about October 18, 2010, requesting that the Governing Body approve tax increment financing assistance for the Project. D. For the purposes of promoting the general and economic welfare of the City through the conservation of northern Overland Park by means of the redevelopment of real property and advancing the Redevelopment Project Plan of the City, the City desires to undertake the tax increment financing of the Project

6 E. The Governing Body adopted Resolution No on October 18, This resolution set December 6, 2010 for a public hearing to consider the establishment of a redevelopment district within the City. In advance of December 6, 2010, the Governing Body commissioned, received and reviewed a Conservation Area Study dated December 2, 2010 relating to the proposed Valley View Redevelopment District (the District ). By Ordinance No RD-2891, adopted December 6, 2010, the Governing Body found and determined that the area of the District is a conservation area and an eligible area as defined by the Act, and established the District pursuant to the Act. (Reference to the Redevelopment Project Area and the District are used interchangeably herein as the boundaries of the aforementioned are coterminous.) F. Hy-Vee and RHJ presented background information necessary for a tax increment financing feasibility study (the TIF Study ) to the City. The City conducted the TIF Study. The City completed the initial TIF Study on or about December 14, Subsequently, an appeal of the valuation of the Redevelopment Project Area was successful, and the property valuation was lowered. The City completed the Amended and Restated TIF Study on or about December 29, 2010, reflecting the lowering of the property valuation. G. Hy-Vee and RHJ presented background information necessary for a Redevelopment Project Plan for the Redevelopment Project Area (the Redevelopment Project Plan ) to the City. The City prepared the Redevelopment Project Plan. On January 3, 2011, the Governing Body of the City approved submitting the Redevelopment Project Plan to the Planning Commission of the City for a determination as to whether such Redevelopment Project Plan is consistent with the Comprehensive Plan of the City. The Redevelopment Project Plan is attached as Exhibit C, and includes, among other things, a description of the Project. The proposed improvements contained in the approved Preliminary Development Plan are attached hereto as Exhibit D and identified as the Preliminary Development Plan Materials. H. On January 10, 2011, the Overland Park Planning Commission determined that the Redevelopment Project Plan is consistent with the intent of the Comprehensive Plan of the City. I. The Governing Body adopted Resolution No on January 19, 2011, setting February 21, 2011 for a public hearing to consider the proposed Redevelopment Project Plan for the Redevelopment Project Area. Pursuant to the Act, the Governing Body held a public hearing on February 21, 2011, regarding the proposed Redevelopment Project Plan for the Redevelopment Project Area. J. On [February 21, 2011], the Governing Body took up the Redevelopment Project Plan as a regular agenda item at a public meeting of the Governing Body and at the conclusion thereof, the Governing Body adopted the Redevelopment Project Plan by Ordinance No. RD-. K. Hy-Vee and RHJ expect that Hy-Vee will close on the purchase of the Shopping Center and act as developer for the Project, and that Hy-Vee will complete Phase I of the Project (as defined herein). Hy-Vee and RHJ further expect that RHJ will purchase from Hy-Vee and develop or cause to be developed the three proposed outlots (the Outlots ), as shown on the Preliminary Development Plan Materials attached hereto as Exhibit D, in which event RHJ will

7 be the Outlots Developer hereunder. Hy-Vee and RHJ further expect that each party may act through a new or existing S-Corporation or other entity, which shall be owned and controlled by Hy-Vee or RHJ, as applicable, or a majority of its respective principals. This Agreement provides for the development of the Project based upon this expectation. L. RHJ and Hy-Vee have advised the City that although the development expectations on the date of this Agreement are as set forth in the preceding Recital K, it is also possible that there will be a subsequent determination that RHJ will act as developer of the District, in which case Hy-Vee would lease its Hy-Vee Supermarket from RHJ. M. As provided in this Agreement, Hy-Vee, or a new or existing S-Corporation or other entity which shall be owned and controlled by Hy-Vee or a majority of its principals, shall be the developer (the Developer ) under this Agreement, based upon the expectations set forth in Recital K, and shall carry out all of the obligations of the Developer set forth herein. As further provided in this Agreement, in the event that the expectations set forth in Recital K are altered and RHJ acts as the developer of the Project as described in Recital L and Section 2.03 hereof, RHJ shall carry out all of the obligations of the Developer set forth herein. Upon the sale of the Outlots by the Developer, the purchaser thereof (the Outlots Developer ) shall carry out all of the obligations of the Outlots Developer set forth herein. N. Hy-Vee and RHJ have submitted to the City the Project Budget attached as Exhibit E identifying the Developer s sources and uses of funds to pay for the Project, including the Developer s Equity Contribution as more fully set forth in Section 3.01 of this Agreement. O. The Redevelopment Project Plan and associated tax increment financing constitute the general development and financing program for the Redevelopment Project Area upon which Hy-Vee, RHJ and the City have agreed. P. The City, Hy-Vee and RHJ desire to enter into this Agreement to formalize the development and financing program and to address implementation of the Redevelopment Project Plan and the financing of the necessary improvements as called for in the Redevelopment Project Plan. 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 hereby agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section Definitions of Words and Terms. Capitalized words used in this Agreement shall have the meanings set forth in the Recitals to this Agreement or they shall have the following meanings: Agreement means this Agreement as may be amended in accordance with the terms hereof

8 Anchor Building Improvements means that certain freestanding Hy-Vee Supermarket building (referred to herein as the Anchor Building ) and related improvements, located at the southeast corner of the Redevelopment Project Area and identified as such on the Preliminary Development Plan Materials. Anchor Building Completion Certificate means the certificate referenced in Section 5.07(a). Bond Costs means the costs of issuance of the TIF Bonds and reserve amounts, provided such costs are Redevelopment Project Costs as defined under the Act. Bond Counsel means Kutak Rock LLP, Kansas City, Missouri, or such other firm of attorneys selected by the City whose expertise in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized. Bond Trustee means the trustee under the TIF Bond Documents which is a bank or financial institution with trust powers selected by the City with expertise acting as trustee, paying agent and registrar for municipal bond issues. City means the City of Overland Park, Kansas. City Annual Administrative Fee means an amount equal to the greater of $5,000 or 1% of the Incremental Real Property Taxes collected for the preceding calendar year. City Representative means the City Manager and such other person or persons at the time designated to act on behalf of the City in matters relating to this Agreement as evidenced by a written certificate furnished to the Developer containing the specimen signature of such person or persons and signed on behalf of the City. City Staff means the engineering and inspection staffs in either the Public Works Department and/or the Planning and Development Services Department of the City charged with the planning and execution of construction of all public infrastructure whether such infrastructure is publicly financed or privately financed. Developer means Hy-Vee, Inc., and its lawful successors and assigns. Developer Representative means Pete Hosch, Assistant Vice President, Real Estate, and such other person or persons at the time designated to act on behalf of the Developer in matters relating to this Agreement as evidenced by a written certificate furnished to the City containing the specimen signature of such person or persons and signed on behalf of the Developer. District means, as described in Recital E, the Redevelopment District established by Ordinance No. RD-2891, as shown at Exhibit B. Event of Default means any event or occurrence as defined in Article X of this Agreement

9 Feasibility Study means an analysis comparing the projected TIF Revenues and any other funds to pay debt service on the TIF Bonds to the projected debt service requirements on such TIF Bonds which concludes that the revenues will meet or exceed the amount necessary to pay such debt service and is performed by an independent consultant, selected by the City, who is experienced in preparing such studies. Final Development Plan means a final development plan in accordance with the City s Unified Development Ordinance, Title 18, Overland Park Municipal Code. Governing Body means the Mayor and City Council of the City of Overland Park, Kansas. Incremental Real Property Taxes means the incremental increase in ad valorem real property taxes generated within the Redevelopment Project Area above the ad valorem real property taxes generated by levy on the $3,600,000 taxable valuation of the Redevelopment Project Area and available under the Act, received by the City from Johnson County, Kansas. Exhibit F attached hereto sets forth the City s expected model for the calculation and transfer to the TIF Fund of Incremental Real Property Taxes. Incremental Sales Tax Revenues means an amount equal to one hundred percent (100.0%) of the incremental increase in sales taxes generated within the Redevelopment Project Area by the City s 1% retailers sales tax for general purposes above the annualized sales taxes generated within the Redevelopment Project Area by such sales tax prior to September 1, The annualized sales taxes prior to September 1, 2010 were calculated on the basis of the monthly average annual sales taxes in the one-year period from September 1, 2009 through August 31, 2010, and for purposes hereof, the parties agree that these annualized sales taxes were an amount equal to $7,447,286. Exhibit F attached hereto sets forth the City s expected model for the calculation and transfer to the TIF Fund of Incremental Sales Tax Revenues. Net TIF Bond Proceeds means the proceeds from the sale of the TIF Bonds available to be deposited with the Bond Trustee to pay Reimbursable Expenses of the Project, which are less the Bond Costs. Outlots Buildings Improvements means those three (3) certain freestanding buildings (referred to herein as the Outlots Buildings ) and related improvements, located adjacent to Antioch Road and/or 95 th Street, identified as such on the Preliminary Development Plan Materials. Outlots Buildings Completion Certificate means the certificate referenced in Section 5.07(c). Outlots Developer means the purchaser of the Outlots from the Developer, whether RHJ or another transferee approved by the City as provided herein. If the Developer does not sell the Outlots but instead develops the Outlots itself, the Outlots Developer will be the Developer. Phase I Infrastructure Improvements means those infrastructure improvements identified in the Final Development Plan approved by the City for Phase I of the Project

10 Phase I of the Project means demolition of existing improvements in the Shopping Center, construction of infrastructure improvements approved by the City in the Final Development Plan for construction of the Hy-Vee Supermarket and construction of the Hy-Vee Supermarket. Phase II Infrastructure Improvements means those infrastructure improvements identified in the Final Development Plan(s) approved by the City for Phase II of the Project. Phase II of the Project means construction of the Outlots Buildings Improvements and construction of infrastructure improvements approved by the City in the Final Development Plan(s) for construction of the Outlots Buildings Improvements. Preliminary Development Plan means a preliminary development plan in accordance with the City s Unified Development Ordinance, Title 18, Overland Park Municipal Code. Preliminary Development Plan Materials means the proposed improvements of the Shopping Center attached hereto as Exhibit D which were presented to the Overland Park Planning Commission in the Preliminary Development Plan. Project or Redevelopment Project means the private improvements and public improvements described in Recital B hereof and the Redevelopment Project Plan. Project Budget means the Developer s budget for the Project, attached as Exhibit E, as such Project Budget may be modified from time to time based on actual costs and expenses incurred. Public Financing Cap means $4,059,479 of net proceeds (or Net TIF Bond Proceeds, as the case may be) in maximum combined reimbursement to the Developer from all Public Financing Sources, subject to reduction as provided in Section 2.02(f), exclusive of interest on the unpaid balance of the Public Financing Cap if the TIF is a pay-as-you-go TIF which will be paid to the Developer as set forth in Section 3.02(f) hereof. Public Financing Sources means, as applicable, the amount of TIF Revenues applied to reimburse the Developer for Reimbursable Expenses up to the Public Financing Cap and/or the proceeds of TIF Bonds available to pay Reimbursable Expenses up to the Public Financing Cap. Redevelopment Project Area means the Shopping Center located at the southeast corner of 95 th Street and Antioch Road of the District and certain rights-of-way, as legally described on the attached Exhibit A and cross-hatched on the sketch on the attached Exhibit B. Redevelopment Project Plan means the Valley View Tax Increment Financing Plan, attached as Exhibit C, which includes a description of the components of the Project. Reimbursable Expenses means expenses related to the Project to the extent such expenses are redevelopment project costs as defined in the Act, the estimated amounts of which Reimbursable Expenses are shown at Exhibit G

11 RHJ Representative means Mr. Bob Johnson, and such other person or persons at the time designated to act on behalf of the Developer in matters relating to this Agreement as evidenced by a written certificate furnished to the City containing the specimen signature of such person or persons and signed on behalf of the Developer. Second Equity IRR Update Date means the first to occur of the three following dates: (a) the date of the sale of the Outlots to the Outlots Developer, (b) the date of delivery of the Outlots Buildings Completion Certificate, or (c) the fifth anniversary of the opening of the Hy- Vee Supermarket. State means the State of Kansas. Term shall have the meaning set forth in Section 3.02(c) of this Agreement. TIF means tax increment financing. TIF Bond Documents means the bond indentures, the official statements, the bond ordinances, the arbitrage letters of instructions and other documents evidencing the sale and issuance of the TIF Bonds, if any. TIF Bond Fund means the fund established under the TIF Bond Documents to provide for the payment of the principal of and interest on the TIF Bonds, if any. TIF Bond Term means a final maturity date which is not later than the earlier of (i) 20 years from the issuance date of the TIF Bonds or (ii) the Term. TIF Bonds means long-term special obligation bonds, if any, (i) issued pursuant to and in accordance with the TIF Act to provide permanent financing for some or all of the Reimbursable Expenses, and (ii) payable from the sources described in this Agreement in accordance with the Act. The TIF Bonds will be issued in minimum denominations of $100,000 plus integral multiples of $5,000 in excess thereof, or in such other lesser denominations as is approved by the City in its sole discretion. TIF Fund means the TIF Fund-Valley View Project Account established and administered by the City in compliance with the laws of the State, into which Fund shall be deposited the TIF Revenues generated in the Redevelopment Project Area to the extent not otherwise deposited in the TIF Bond Fund to be applied to the payment of principal and interest on the TIF Bonds, and from which moneys shall be used to pay Reimbursable Expenses not otherwise paid from Net TIF Bond Proceeds. TIF Revenues means collectively the Incremental Real Property Taxes, the Incremental Sales Tax Revenues and any interest earned on the TIF Bond Fund and the TIF Fund. Underwriter means the underwriter or original purchaser of or placement agent for the TIF Bonds, if any, selected by the City and reasonably approved by the Developer

12 Section 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 be 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 REDEVELOPMENT STRUCTURE Section Expectations for Development of Redevelopment Project Area. As provided in the Redevelopment Project Plan and the Preliminary Development Plan Materials, the expectations for development of the Redevelopment Project Area are as follows: The Developer proposes to demolish the five existing buildings in the District comprising an aggregate of approximately 102,773 square feet. The Developer proposes to replace such buildings with a new shopping center consisting of approximately 102,920 square feet, including a Hy-Vee Supermarket of approximately 83,620 square feet, of which approximately 5,000 square feet is for outdoor sales, and other retail and commercial uses of approximately 19,300 square feet. The Developer s expectation is that the other retail and commercial uses will be installed on the three Outlots, and that such uses may include a financial institution and small retail shops. As indicated on the Estimated Construction Schedule attached hereto as Exhibit H, the Developer expects to acquire the Shopping Center from the owner thereof by June 1, The Developer expects that all tenant relocations will be completed by the end of August, The Developer expects to commence demolition and construction of the Hy-Vee Supermarket in the third quarter of 2011 and to complete construction of the Hy-Vee Supermarket in the third quarter of

13 As indicated in Recital K, the Developer and RHJ anticipate that the Developer will sell the Outlots to the Outlots Developer at such time as there has been substantial lease-up of the Outlots, and that the Outlots Developer will construct or cause to be constructed Phase II of the Project. The Developer and the Outlots Developer, as applicable, hereby covenant and agree to provide written status reports regarding the Project to the City on or about the following key dates: 1. When the Shopping Center has been acquired by the Developer. 2. When building permits are pulled for construction of the Hy-Vee Supermarket. 3. When the Hy-Vee Supermarket has opened for business. 4. Upon the Developer s sale of the Outlots to the Outlots Developer. 5. On or about the first anniversary of the opening of the Hy-Vee Supermarket, if the Outlots Developer has not yet acquired the Outlots. 6. When building permits are pulled for construction of Phase II of the Project. 7. On or about the second anniversary of the opening of the Hy-Vee Supermarket, if the building permits have not yet been pulled for construction of Phase II of the Project. Section Development of Redevelopment Project Area; Public Financing Cap. Subject to the other terms of this Agreement, the City, the Developer and the Outlots Developer agree that the Redevelopment Project Area shall be developed by the Developer pursuant to the Redevelopment Project Plan in the following manner and the Developer shall bear the costs of the development of such Redevelopment Project Area except as set forth herein. (a) [Reserved] (b) Subject to the terms of Article X, the Developer shall complete the public improvements and private improvements substantially in conformance with the Redevelopment Project Plan, City Ordinances and development and construction plans approved by the City. The components of the Project, as set out in the Redevelopment Project Plan, and the estimated construction schedule of the Project, as set out in the attached Exhibit H, are subject to such material additions, deletions, changes or modifications as shall be reported by the Developer to the City and approved in writing by the City Manager or his or her designee (which approval shall not be unreasonably withheld). (c) Upon satisfaction of the conditions set forth in this Agreement for payas-you-go financing, and upon request of the Developer, the City will activate the TIF on a pay-as-you-go basis as set forth in Section 3.02(f)

14 (d) Upon satisfaction of the conditions set forth in this Agreement for the issuance of TIF Bonds, and upon request of the Developer, the City will issue TIF Bonds as set forth in Section 3.02(g). (e) Reimbursement from the TIF Fund or from Net TIF Bond Proceeds shall require proper verification of Reimbursable Expenses and shall be limited in aggregate amount to the Public Financing Cap, plus interest, if any, as provided in Section 3.02(f). The Public Financing Cap does not and shall not exceed the aggregate amount of the Reimbursable Expenses. (f) The Public Financing Cap has been initially established as $4,059,479. The Public Financing Cap is subject to reduction based on updates to the Equity IRR Formula, as set forth on Exhibit I. The Equity IRR Formula shall be updated twice, as follows: (A) Upon substantial completion of Phase I of the Project, as evidenced by the Anchor Building Completion Certificate as set forth in Section 5.07(a) and if applicable the engineer s certificate as set forth in Section 5.07(b), and (B) within a reasonable period following the Second Equity IRR Update Date. In connection with each update, the Developer shall provide information to the City updating each of the numbers in the Equity IRR Formula attached hereto as Exhibit I, along with evidence of such updates to the reasonable satisfaction of the City. If the Second Equity IRR Update Date is the date that the Developer sells the Outlots to the Outlots Developer, the Developer will be responsible to provide information on the sale and the proceeds and other consideration received for the sale of the Outlots, along with documentation as to such information, including the sale contract and closing statement, to the reasonable satisfaction of the City. In such event the City will not update the other Project pro forma numbers as a part of the second update of the Equity IRR Formula, other than the Developer s Equity Contribution if applicable as provided in the following paragraph. However, the City will update the numbers relating to Incremental Real Property Taxes. Furthermore, if the Hy-Vee Supermarket has been open and making sales for at least a year, the City will update the numbers relating to Incremental Sales Tax Revenues. The Equity IRR Formula contemplates calculation on the basis of a Developer s Equity Contribution equal to 25%, in recognition of the Developer s agreement in Section 3.01 hereof that the Developer s Equity Contribution will not be less than 25% prior to the Second Equity IRR Update Date. For each update of the Equity IRR Formula, the Developer will certify to the City that the Developer s Equity Contribution is not less than 25%, and will provide the City such evidence as the City may reasonably request in connection with such certification. In the event that the Developer s Equity Contribution is less than 25% as of either update of the Equity IRR Formula, then the actual equity contribution amount will be used in such update. The Developer further agrees that in order to expedite the process for the first update of the Equity IRR Formula described in (A), that during the Phase I construction period, the Developer shall submit ongoing reports to the City of Reimbursable Expenses

15 and other Project costs which have been incurred during such construction period, on a monthly basis or on such other basis as the City and the Developer may reasonably agree. (i) If the first or second update of the Equity IRR Formula produces a projected equity internal rate of return to the Developer that exceeds fifteen percent (15%), the Public Financing Cap shall at that time be reduced so that the Equity IRR Formula produces a projected equity internal rate of return to the Developer that is equal to fifteen percent (15%). (ii) If the first or second update of the Equity IRR Formula produces a projected equity internal rate of return to the Developer that does not exceed fifteen percent (15%), the Public Financing Cap shall not be reduced. (iii) If the first update of the Equity IRR Formula produces a projected equity internal rate of return to the Developer that exceeds fifteen percent (15%) so that the Public Financing Cap was reduced as provided in (i) above, but the second update of the Equity IRR Formula produces an internal rate of return to the Developer that does not exceed fifteen percent (15%), the Public Financing Cap shall at that time be restored to a level, not in excess of the initial $4,059,479 amount thereof, which produces a projected equity internal rate of return to the Developer that is equal to fifteen percent (15%). (iv) Thereafter, the Public Financing Cap shall not be subject to further review or adjustment. (e) The Developer hereby acknowledges that the City shall have no financing or reimbursement obligations with respect to the Project and the Reimbursable Expenses except for the reimbursement of Reimbursable Expenses as expressly provided in this Agreement. Section RHJ Agreements upon Developer Assignment. In the event that Hy- Vee assigns its rights and obligations as developer to RHJ as described in Section 8.03, RHJ covenants and agrees to carry out all Developer obligations hereunder. RHJ further covenants and agrees in such event to take such steps as are commercially reasonable and necessary to execute a lease agreement with Hy-Vee for the Hy-Vee Supermarket. RHJ agrees to include provisions in its lease agreement with Hy-Vee to the effect as follows: (i) the Anchor Building Improvements will be constructed within a reasonable time period after Final Development Plan approval; (ii) the agreement will contain remedies for RHJ in the event that Hy-Vee fails to construct or cause the Anchor Building Improvements to be constructed in accordance with such agreement; (iii) if the Anchor Building Improvements are damaged or destroyed, whether during construction or after completion, and not reconstructed or replaced by Hy-Vee, the site will be leveled so that another Anchor Building can be constructed in its stead; and (iv) the agreement will contain remedies for RHJ in the event that, following completion of the Anchor Building Improvements, Hy-Vee either does not open a retail grocery store for business or closes its retail grocery store after it has been opened for business, or in the event that any sublessee of Hy-Vee does not operate a retail business in the Anchor Building

16 RHJ further agrees that if Hy-Vee does not enter a lease with RHJ, or upon the occurrence of any of the events described in (i) through (iv) above, RHJ will exercise commercially reasonable efforts to seek a replacement tenant for the Anchor Building and to cause the Anchor Building Improvements to be constructed and leased for retail purposes. ARTICLE III FINANCING Section Development Costs, City Expenses and Administrative Fee. The Developer shall be responsible for funding the cost of implementing the Project with available resources, including the Developer s Equity Contribution (as defined below), other private sources and the Public Financing Sources set forth herein, including the Net TIF Bond Proceeds, if any, and these costs shall not be an obligation of the City. The Developer expects that at least twenty-five percent (25%) of the costs of the Project will be financed from Developer equity (the Developer s Equity Contribution ) and that the remaining costs of the Project will be financed from other sources. The Developer hereby agrees that prior to the Second Equity IRR Update Date, the Developer s Equity Contribution shall never be an amount less than twenty-five percent (25%) of the costs of the Project. In addition, the Developer shall be responsible for and pay, within twenty (20) days of applicable invoice, the reasonable City expenses for financial, legal and administrative expenses (the City Expenses ) incurred in connection with the Project, including those expenses which accrued prior to the execution of this Agreement and which have not been paid under the Funding Agreement between RHJ and the City dated October 18, Upon reimbursement of all City costs properly submitted for reimbursement under the Funding Agreement prior to execution of this Agreement, the City and RHJ mutually agree to terminate the Funding Agreement. Anticipated City Expenses as of the date of this Agreement are set forth on the attached Exhibit J. The City will endeavor to give the Developer advance notice of any future City Expenses (other than legal expenses) which the City anticipates incurring, if possible, but nothing contained herein shall require the City to give such notice, and the Developer shall be obligated to pay such City Expenses whether or not such notice is given. When there are sufficient TIF Revenues from the Redevelopment Project Area to pay for City Expenses, such City Expenses shall be paid directly from the TIF Revenues in the TIF Fund as set forth in Section 3.02(b) to the extent such City Expenses are redevelopment project costs as defined in the Act, rather than by the Developer. The City shall also assess a non-refundable TIF fee as part of the Bond Costs if TIF Bonds are issued. When there are sufficient TIF Revenues from the Redevelopment Project Area to pay for the City Annual Administrative Fee, such Fee shall be paid from the TIF Revenues in the TIF Fund as set forth in Section 3.02(b). If and to the extent that the TIF Revenues in the TIF Fund are insufficient to pay all or a portion of the City Annual Administrative Fee, such unpaid amounts shall carry over and be paid as and when sufficient TIF Revenues are available. If TIF Bonds are not issued for the Redevelopment Project Area and the TIF is on a pay-as-you-go basis pursuant to Section 3.02(f) hereof, the TIF Revenues from the Redevelopment Project Area shall be used to pay the City Annual Administrative Fee prior to any disbursement of TIF Revenues pursuant to Section 3.02(f). City Expenses and the Annual Administrative Fee shall be deemed Reimbursable Expenses

17 Section TIF Financing. (a) City Improvements and Reimbursable Expenses to be Funded By Public Financing Sources. In consideration of Developer s agreement to construct the public improvements and private improvements in conformance with the Redevelopment Project Plan, the City agrees to the reimbursement of all Reimbursable Expenses as set forth in the Redevelopment Project Plan and as further defined herein up to the Public Financing Cap; provided that such reimbursement shall only be made from the Public Financing Sources. The procedures and method of reimbursement shall be as set forth in this Section (b) TIF Revenues. Except as otherwise set forth herein, all TIF Revenues generated within the Redevelopment Project Area shall be made exclusively available for and dedicated to reimbursing the Developer for the Reimbursable Expenses associated with the Project and for the payment of principal of and interest on the TIF Bonds for the duration of the Term as defined in subsection (c) below or until the City s obligations under this Agreement with regard to reimbursement (in an amount not exceeding the Public Financing Cap) have been satisfied, whichever is first, and shall be utilized according to the procedures set forth herein in the following order of priorities: (i) First, to pay or reimburse the City for all City Expenses including the City Annual Administrative Fee; and (ii) Second, to reimburse the Developer for Reimbursable Expenses or to pay the principal of and interest on TIF Bonds issued to finance such Reimbursable Expenses. (c) Term. The term of this Agreement, subject to earlier termination as provided in this subsection (c), shall be for a maximum term of twenty (20) years from the date of adoption of the Redevelopment Project Plan (the Term ). Notwithstanding the foregoing, the parties hereby agree that this Agreement shall automatically terminate upon full reimbursement of the Reimbursable Expenses up to the Public Financing Cap if the TIF is pay-as-you-go pursuant to Section 3.02(f), or upon full repayment and amortization or maturity of the TIF Bonds, if any. The parties further agree that this Agreement shall automatically terminate if (i) the Developer has not acquired the Shopping Center within six (6) months after the date of execution of this Agreement, or if (ii) the permits to build the Hy-Vee Supermarket have not been pulled within twelve (12) months after the date that the Developer acquires the Shopping Center, subject to the City s agreement, in its sole discretion, to extend either or both of such deadlines upon written request of the Developer. After the termination of this Agreement, the parties shall have no further obligations or liabilities hereunder except as expressly set forth in Section hereof. The City shall not, under any circumstances other than by a future agreement between the City and the Developer, terminate or modify the Redevelopment Project Area, amend the Redevelopment Project Plan or reduce the Term in a manner which would adversely impact the ability of the Developer to finance or be reimbursed for Reimbursable Expenses, except as specifically provided in this Agreement

18 (d) Conditions Precedent to TIF Financing. The availability of TIF financing shall be conditioned upon Developer complying with the terms of this Agreement and providing to the City, in addition to the necessary Certification(s) of Expenditure pursuant to Section 4.03, the following items, reasonably satisfactory to the City: (i) Delivery of the Anchor Building Completion Certificate pursuant to Section 5.07(a), evidencing substantial completion of the Anchor Building Improvements. (ii) Building. Delivery by the City of a certificate of occupancy for the Anchor (iii) Evidence that the Hy-Vee Supermarket has opened and is conducting business. (iv) Delivery of the engineer s certificate relating to the Phase I Infrastructure Improvements pursuant to Section 5.07(b), evidencing substantial completion of the Phase I Infrastructure Improvements, if such evidence of substantial completion thereof has not already been provided to the City in connection with the delivery of the certificate of occupancy for the Anchor Building. (v) Completion of the first updating of the Equity IRR Formula described in Section 2.02(f)(A) and any corresponding adjustment to the Public Financing Cap, if any. (vi) Such documentation as is required by the City showing that any improvement the cost of which is identified as a Reimbursable Expense for which Developer has sought reimbursement under Section 4.03 has been constructed in accordance with the approved development and construction plans and is a qualified Reimbursable Expense as provided in this Agreement. (vii) The Project Budget showing that the Project that will produce the TIF Revenues can be constructed with the capital available from a combination of the Public Financing Sources, equity contributions from the Developer and conventional financing utilized by the Developer, tenants, purchasers or joint venture partners. (viii) The Developer shall not be reimbursed for any Reimbursable Expenses until the City receives and approves a Certificate of Expenditure from the Developer as provided in Section 4.04 of this Agreement. (ix) In addition to the foregoing, prior to the issuance of TIF Bonds, if any, the following items, reasonably satisfactory to the City, shall be required:

19 (A) Delivery of the Outlots Buildings Completion Certificate pursuant to Section 5.07(c), evidencing substantial completion of the Outlots Buildings Improvements. (B) Delivery by the City of certificates of occupancy for the Outlots Buildings. (C) Delivery of the Project Completion Certificate pursuant to Section 5.07(d). (D) Satisfaction of the requirements set forth in Section 3.02(g) and the other requirements of this Agreement for the issuance of TIF Bonds. (e) Right to Inspect and Audit. The Developer agrees that during the construction period and thereafter until the later of the Second Equity IRR Update Date or one (1) year following the Developer s delivery of an Anchor Building Completion Certificate to the City Manager as set forth in Section 5.07(a) hereof, the City or its designee, with reasonable advance notice and during normal business hours, shall have the right to review, audit, inspect and copy, from time to time, all of the Developer s books and records relating to all Project costs, including but not limited to the Reimbursable Expenses (including all general contractor s sworn statements, general contracts, subcontracts, material purchase orders, waivers or lien, paid receipts and invoices). Such review/audit shall be conducted at the City s cost (provided however that such cost shall be reimbursable as a City Expense). (f) Pay-As-You-Go TIF. At the Developer s request, the City agrees to reimburse the Developer for Reimbursable Expenses on a pay-as-you-go basis, subject to the terms of this Section 3.02(f). If the Reimbursable Expenses are reimbursed on a pay-as-you-go basis, and provided that Developer has satisfied the conditions set forth in Sections 3.02(d) and 4.03, then during the Term, after the Reimbursable Expenses have been established and the City has approved the Certificate(s) of Expenditure for payment or reimbursement of the costs identified therein, disbursements from the TIF Fund to the Developer shall be made quarterly, on or about the last day of the month immediately following the calendar quarter ending March 31, June 30, September 30 or December 31, as applicable, to the extent of the TIF Revenues then available within the TIF Fund. Such payments shall be made from the TIF Fund to Developer so long as the Developer is not in material breach of this Agreement, subject to the City s ability to suspend payments as provided in this Section 3.02(f), and such payments shall in all events be subject to the Public Financing Cap. For so long as the Developer is reimbursed on a pay-as-you-go basis as set forth herein, the Developer shall receive, in addition to TIF Revenues up to the amount of the Public Financing Cap, interest on the unpaid balance of the Public Financing Cap outstanding from time to time at an interest rate equal to seven percent (7%). Amounts paid to the Developer on a pay-as-you-go basis shall be first applied to accrued interest on the Public Financing Cap and then to the unpaid principal balance of the Public Financing Cap. In the event the City has commenced reimbursement of the Developer on a pay-as-you-go basis, and the

20 Developer thereafter requests that the City issue TIF Bonds to reimburse the Developer for the balance of the Reimbursable Expenses for which the City has approved the Certificate(s) of Expenditure, the City agrees to issue TIF Bonds, subject to the terms of Section 3.02(g)(ii) below and the other provisions of this Agreement. The City s obligation to reimburse the Developer on a pay-as-you-go basis shall be suspended, and the City shall not be required to make any payment to the Developer, if the Hy-Vee Supermarket closes, or if any successor grocery store or other retail establishment occupying the building in which the Hy-Vee Supermarket was located closes, so that no retail establishment is conducting business, making sales or generating sales tax revenues in such building, and such closing and lack of retail business continues for a period of six months. In such event, the City shall, in its sole discretion, cease making payments to the Developer as of the first quarterly payment date following the six month closure period. The City shall resume making payments to the Developer at such time as a retail establishment has once again begun conducting business, making sales and generating sales tax revenues in such building and has been open for business for at least six months, which resumption of payments shall occur as of the first quarterly payment date following the period in which such business has been open for at least six months. Furthermore, if the closure occurs because of damage or destruction to the building, and the Developer does not reconstruct or replace the building in a commercially reasonable period of time, the City s obligation to reimburse the Developer on a pay-as-you-go basis shall be suspended as provided herein. (g) Reimbursable Expenses to be Funded by TIF Bonds. TIF Bond Issuance. At the Developer s request, in lieu of financing Reimbursable Expenses on a pay-asyou-go basis, the City will issue TIF Bonds upon satisfaction of the requirements of this Agreement. Except as otherwise provided in subsection (ii)(d) below, upon the satisfaction of the conditions precedent set forth in this Agreement for TIF financing and for the issuance of TIF Bonds, upon request of the Developer, the City will issue the TIF Bonds. The proceeds of the TIF Bonds shall be used to pay and fund the Bond Costs, and to pay or reimburse the Developer for Reimbursable Expenses. The Developer shall not be reimbursed for any Reimbursable Expenses until the City receives and approves a Certificate of Expenditure from the Developer as provided in Section 4.04 of this Agreement. (i) Bond Repayment. The TIF Revenues from the Redevelopment Project Area and any reserve amounts will be utilized to secure and repay the TIF Bonds. No other public sources of revenue will be dedicated to or available for repayment, as to principal, interest and issuance costs of the TIF Bonds. (ii) Conditions Precedent for TIF Bond Issuance. Issuance of the TIF Bonds shall be conditioned upon the Developer complying with the terms of this Agreement, including satisfaction of the requirements set forth in Section 3.02(d), and upon the following events: (A) The Redevelopment Project Plan is completed in a manner consistent with such Redevelopment Project Plan and this Agreement as

21 evidenced by satisfaction of all completion and related documentation requirements set forth in Section (B) The Developer provides such documentation to the City as is required by the Underwriter to reasonably demonstrate that the development of the Redevelopment Project Area will generate, through captured TIF Revenues, revenue sufficient to pay debt service on the TIF Bonds amortized to the Term with a coverage factor that the Underwriter determines is necessary and that is agreed to by the Developer and the City. (C) The terms of the TIF Bonds, including but not limited to limitations on sales and transfers to sophisticated investors only, shall be acceptable to the Developer and the City. (D) The Underwriter shall hold the TIF Bonds in its own account or be responsible for marketing and selling the TIF Bonds, and the City shall be under no obligation to issue TIF Bonds if such bonds are not marketable after reasonable effort by the Underwriter. Notwithstanding the foregoing, if the Underwriter determines that the TIF Bonds are not marketable after a reasonable effort by such Underwriter, the Developer shall have a right to request that the City market the TIF Bonds thereafter with an alternative underwriter that is reasonably approved by the Developer and upon terms and conditions that are reasonably approved by the Developer. (E) The Kansas Attorney General approves the transcript of proceedings relating to the TIF Bonds as required by K.S.A (F) Bond Counsel provides to the City an opinion to the effect that the TIF Bonds have been validly issued under Kansas law and, if applicable, the interest on the TIF Bonds is exempt from Kansas and federal income taxation, subject to the standard exceptions. (iii) TIF Bond Fund. All TIF Revenues from the Redevelopment Project Area shall be deposited in the TIF Bond Fund, except as otherwise provided in this Agreement and in the TIF Bond Documents. The TIF Bond Fund shall be created and administered by the City or its designee and will be the only revenue source which will be dedicated to or available to repay the TIF Bonds. The specifics of the issuance and repayment of the TIF Bonds shall be in accordance with the TIF Bond Documents, to be approved by City ordinance, in accordance with this Agreement. In no event, except by mutual agreement between the parties hereto, shall the TIF Bond Documents be inconsistent with this Agreement. (iv) Distribution of Net TIF Bond Proceeds. Upon issuance of the TIF Bonds, the Net TIF Bond Proceeds shall be disbursed to the Developer by the

22 City or Bond Trustee for the purpose of funding Reimbursable Expenses in accordance with the terms of this Agreement and the TIF Bond Documents. (v) Amendment of TIF Bonds Issuance Due to Municipal Bond Market Conditions or Changes in Law. In the event that bond market conditions or changes in law restrict the ability to issue the TIF Bonds pursuant to the specifications set forth herein, the parties shall negotiate in good faith regarding modifications to the terms of the issuance of such bonds. (h) Cooperation in the Issuance of Bonds. The Developer covenants to cooperate and provide all necessary information to assist the City and its counsel, in the disclosure and preparation of financing documents, offering statements, private placement memorandum and all other documents necessary to issue the TIF Bonds, if any. The Developer and the Outlots Developer will cooperate fully with the City in fulfilling the City s continuing disclosure obligations as it relates to the Project in connection with the TIF Bonds, as determined at the time of issuance of the TIF Bonds and as the same may thereafter be modified. The Developer and the Outlots Developer each agrees to provide certain ongoing continuing disclosure as it relates to the Project in connection with the TIF Bonds, as determined at the time of issuance of the TIF Bonds and as the same may thereafter be modified, so long as the TIF Bonds are outstanding, and will obligate all successors, assigns and transferees under Section 8.03 hereof to provide any necessary disclosure. (i) Incremental Sales Tax Revenues Information. The Developer and the Outlots Developer each agree to provide the City with such information within Developer s and/or the Outlots Developer s possession or control as the City shall require to determine the amount of Incremental Sales Tax Revenues during the Term. Each of the Developer and the Outlots Developer shall provide the City with information on all of its tenants, including the names, DBA (doing business as) names and addresses and other information that Developer or the Outlots Developer, as applicable, is able to obtain through the exercise of commercially reasonable efforts pertinent to the identification of retail sales taxes generated within the District, in a timely manner. Such information shall be provided and/or updated within thirty (30) days after the delivery of the Anchor Building Completion Certificate, within thirty (30) days after the delivery of the Outlots Buildings Completion Certificate, within thirty (30) days after the delivery of the Project Completion Certificate, at least annually on or before June 1 of each year or such other date as the parties may agree, and otherwise as may be reasonably requested by the City for the determination of the amount of Incremental Sales Tax Revenues. The Developer and the Outlots Developer shall each make commercially reasonable efforts to obtain from each future tenant a covenant requiring the tenant to furnish sales and sales tax information to the Developer or the Outlots Developer, as applicable, or the City, including, if possible, copies of sales tax returns filed by such tenant, which information may be made available to the City to assist in the determination of Incremental Sales Tax Revenues during the Term, provided that nothing contained herein shall constitute a waiver or be deemed to constitute a waiver of the confidentiality requirements of K.S.A nor require disclosure of records not required to be open under K.S.A (a)(1) and other provisions of federal and state law applicable thereto

23 Such sales or sales tax information shall be kept confidential by the City unless disclosure is required by an order of any court. The City, the Developer and the Outlots Developer shall provide reasonable cooperation to each other relative to the procurement of the foregoing information and the determination of Incremental Sales Tax Revenues during the Term. ARTICLE IV REIMBURSABLE EXPENSES Section Reimbursement from Public Financing Sources. The Public Financing Sources shall be utilized to reimburse the Developer for Reimbursable Expenses, as shown in the Project Budget at Exhibit E, subject to the terms of the Act and this Agreement. Attached Exhibit E and Exhibit G respectively detail the Project Budget and the estimated categories and amounts of Reimbursable Expenses associated with the Redevelopment Project Plan. The parties acknowledge that such Exhibits contain preliminary estimates. It is expected that the Reimbursable Expenses estimates will change significantly prior to and during actual construction of the Project. The parties acknowledge that Exhibit E and Exhibit G may not contain all categories of eventual Reimbursable Expenses. Section Categories of Reimbursable Expenses. The parties acknowledge that all Reimbursable Expenses will be reimbursed from Public Financing Sources subject to the Public Financing Cap in accordance with the terms of this Agreement, irrespective of whether a particular Certification of Expenditure (or an expenditure itemized therein) is of a different amount or category than as set out in the Project Budget. Section Certification of Expenditure. In order to receive reimbursement, the Developer shall submit (i) in conjunction with its submission of the Certification of Expenditure for the initial reimbursement request, an Anchor Building Completion Certificate as described in Section 5.07(a) hereof and other documentation required by Section 3.02(d), and (ii) in conjunction with the initial and each succeeding reimbursement request, a Certification of Expenditure in substantially the form attached hereto as Exhibit K attesting to the expenditure of qualified Reimbursable Expenses in accordance with the procedures outlined in Section 4.04 below. Section Procedures for Certifications of Expenditure. The Developer may, in its sole discretion, submit one or more Certifications of Expenditure. However, for each such Certification of Expenditure to be made in connection with the Reimbursable Expenses: (a) The Developer shall submit to the City a Certification of Expenditure as shown on the attached Exhibit K setting forth the total amount for which reimbursement is sought and an itemized listing of the related Reimbursable Expenses. (b) Each Certification of Expenditure shall be accompanied by such bills, contracts, invoices, lien waivers and proof of current paid ad valorem property taxes or other evidence as the City shall reasonably required to document appropriate payment of Reimbursable Expenses. The City reserves the right in its reasonable discretion to

24 modify Exhibit K and/or to provide the Developer with additional direction on materials to be submitted to the City with a Certification of Expenditure. (c) The City reserves the right, at its cost (provided however that such cost shall be reimbursable as a City Expense), to have its engineer, City Staff or other agents or employees inspect all work in respect of which a Certification of Expenditure is submitted, to examine the Developer s and others records relating to all Reimbursable Expenses to be paid, and to obtain from such parties such other information as is reasonably necessary for the City to evaluate compliance with the terms hereof. (d) The City shall have thirty (30) calendar days after receipt of any Certification of Expenditure to review and respond by written notice to the Developer; provided that the City may, prior to the end of such thirty (30) day period, advise the Developer if additional time is needed to review and respond to such Certification, in which event the City shall respond by the extended date so indicated, which date shall not be more than sixty (60) days after the date of such notice. If the documentation submitted by the Developer reasonably demonstrates that: (i) the Certification of Expenditure relates to Reimbursable Expenses, (ii) the expense was incurred, (iii) Developer is not in material default under this Agreement; (iv) the ad valorem property taxes for the Redevelopment Project Area are current; and (v) there is no fraud on the part of the Developer, then the City shall approve the Certification of Expenditure, and if there are sufficient funds available in the TIF Fund (if payment is to be made on a pay-as-you-go basis as provided in Section 3.02(f)) or in the applicable fund established under the TIF Bond Documents as set forth herein (if payment is to be made from Net TIF Bond Proceeds), the City shall make, or cause to be made, reimbursement within thirty (30) calendar days of the approval of the Certification. Approval by the City of a Certification of Expenditure for reimbursement of Reimbursable Expenses shall not be unreasonably delayed or withheld. If the City disapproves the Certification of Expenditure, the City shall notify the Developer in writing of the reason for such disapproval within such thirty (30) calendar-day period (and as the same may be extended as provided herein), and the reason for disapproval must be reasonable. In the event of a City disapproval, the Developer shall have thirty (30) calendar days after receipt of the City s notice of disapproval to respond by written notice to the City, which response may include supplements to and modifications of the Certification of Expenditure, and the City shall have thirty (30) calendar days after receipt of the Developer s response to review and either approve the Certification of Expenditure as it may be supplemented or modified or to notify the Developer as aforesaid of the reasons for disapproval. Section Developer Responsible to Reimburse the Outlots Developer. As described herein, it is expected that the Developer will sell the Outlots to the Outlots Developer, in which event the Outlots Developer may incur certain of the Reimbursable Expenditures. Nevertheless, the City shall have no obligation to reimburse the Outlots Developer for any Reimbursable Expenditures unless and until the Outlots Developer succeeds to the interests of the Developer under this Agreement. Any reimbursement of the Outlots Developer, if any, shall be the responsibility of the Developer

25 ARTICLE V DEVELOPMENT AND CONSTRUCTION OF REDEVELOPMENT PROJECT Section Authorization to Construct. In order to further the development of the Project, the City hereby authorizes the Developer, and Developer agrees to construct and develop the Project in accordance with the provisions and the requirements of this Agreement and the Redevelopment Project Plan, and applicable City Ordinances and requirements of the Overland Park Planning Commission. In the event that the Outlots Developer acquires the Outlots, the City hereby authorizes the Outlots Developer, and the Outlots Developer agrees to construct and develop the Outlots in accordance with the provisions and the requirements of this Agreement and the Redevelopment Project Plan, and applicable City Ordinances and requirements of the Overland Park Planning Commission. Section Plan Approval; Additional Redevelopment Project Area Development Approval. Developer has previously caused to be submitted to the City a Preliminary Development Plan for the Project in connection with the rezoning request approved by the Governing Body upon recommendation of the City s Planning Commission as described in Recital B. The Developer, and as applicable the Outlots Developer, shall submit such development and construction plans and such amended, supplemental or additional plans and other documentation as shall be necessary for any Final Development Plan approvals and, if applicable, zoning approvals, of the development and construction plans as are required by the construction codes adopted by the City. Whenever this Agreement requires the Developer, and as applicable the Outlots Developer, to submit plans, drawings or other documents to the City for approval, the City shall, to the extent possible, expedite its procedures for review and approval of such submissions so as to not unduly hinder or delay the development. Section Indemnification and Insurance. The parties hereby agree as follows: (a) The Developer agrees to defend, indemnify and hold the City, its officers, agents and employees, harmless from and against all liability for damages, costs and expenses, including attorney fees, arising out of any claim, suit, judgment or demand arising from the negligent or intentional acts or omissions during the Term of the Developer, its contractors, subcontractors, agents or employees relating to any portion of the Redevelopment Project Area owned by the Developer and/or the activities of the Developer and its contractors, subcontractors, agents and employees under this Agreement, including, but not limited to, claims for loss or damage to any property or injury to or death of any person, asserted by or on behalf of any person, firm, corporation or governmental authority arising out of or in any way connected with any portion of the Redevelopment Project Area owned by the Developer, or the conditions, occupancy, use, possession, conduct or management of, or any work done in or about the Project by the Developer or its agents. Notwithstanding the foregoing, neither the City, its officers, agents nor employees shall be indemnified against liability for damage arising out of bodily injury to persons or damage to property caused by any such entity s or person s own respective negligence, omissions or willful and malicious acts. (b) The Outlots Developer agrees to defend, indemnify and hold the City, its officers, agents and employees, harmless from and against all liability for damages, costs

26 and expenses, including attorney fees, arising out of any claim, suit, judgment or demand arising from the negligent or intentional acts or omissions during the Term of the Outlots Developer, its contractors, subcontractors, agents or employees relating to the portion of the Redevelopment Project Area owned by the Outlots Developer and/or the activities of the Outlots Developer and its contractors, subcontractors, agents and employees under this Agreement, including, but not limited to, claims for loss or damage to any property or injury to or death of any person, asserted by or on behalf of any person, firm, corporation or governmental authority arising out of or in any way connected with any portion of the Redevelopment Project Area owned by the Outlots Developer, or the conditions, occupancy, use, possession, conduct or management of, or any work done in or about the Project by the Outlots Developer or its agents. Notwithstanding the foregoing, neither the City, its officers, agents nor employees shall be indemnified against liability for damage arising out of bodily injury to persons or damage to property caused by any such entity s or person s own respective negligence, omissions or willful and malicious acts. (c) Not in derogation of the indemnification provisions set forth herein, the Developer shall, at its sole cost and expense, throughout the Term, maintain or cause to be maintained insurance, including adequate self insurance, with respect to the Project covering such risks that are of an insurable nature and of the character customarily insured against by organizations operating similar properties and engaged in similar operations and similar development projects (including but not limited to property and casualty, worker s compensation, general liability and employee dishonesty) and in such amounts as, in the commercially reasonable judgment of the Developer, are adequate to protect the Developer and the Project. Throughout the Term, the Developer agrees to provide the City upon request, such request to be made not more than once a year, evidence of Property Insurance and Certificate of Liability Insurance listing all coverages applicable to the Project. The Developer s obligation to provide such insurance with respect to the Outlots shall terminate at such time as the Developer sells the Outlots to the Outlots Developer. If the Developer maintains or causes to be maintained self insurance for the Project, the City shall have the right to review documents related to the self insurance program to ensure adequacy of the program. For purposes of this subsection, as long as Hy-Vee is the Developer and Hy-Vee's net worth exceeds One Hundred Million Dollars ($100,000,000), Developer's self-insurance program shall be deemed to be adequate in satisfaction of the insurance requirements set forth in this subsection. (d) Not in derogation of the indemnification provisions set forth herein, the Outlots Developer shall, at its sole cost and expense, commencing at its acquisition of the Outlots and continuing throughout the Term, maintain or cause to be maintained insurance including adequate self insurance, with respect to the Outlots covering such risks that are of an insurable nature and of the character customarily insured against by organizations operating similar properties and engaged in similar operations and similar development projects (including but not limited to property and casualty, worker s compensation, general liability and employee dishonesty) and in such amounts as, in the commercially reasonable judgment of the Outlots Developer, are adequate to protect the Outlots Developer and the Outlots. Throughout the Term, the Outlots Developer agrees to provide the City upon request, such request to be made not more than once a year, evidence of Property Insurance and Certificate of Liability Insurance listing all coverages

27 applicable to the Outlots. If the Outlots Developer maintains or causes to be maintained self insurance for the Outlots, the City shall have the right to review documents related to the self insurance program to ensure adequacy of the program. Section Local, State and Federal Laws. Each of the Developer and the Outlots Developer agrees that it shall abide by, and the Project shall be completed in conformity with, all applicable federal, state and local laws and regulations. Section Hazardous Materials. The Developer represents and warrants that it has had conducted on the Redevelopment Project Area a Phase I environmental study, which study is attached hereto as Exhibit L-1. As indicated in the Section 1.1, Findings, of such study under the caption ConocoPhillips/Circle K Service Station, the study recommended that communication of the identified release described under such caption be given to the Kansas Department of Health and Environment ( KDHE ). Such communication has been made, and KDHE has responded to such communication, as evidenced by the letter dated September 21, 2010 from Thomas Winn, Bureau of Environmental Field Services/Northeast District, KDHE to Jeffrey T. Stein, Hy-Vee, attached hereto as Exhibit L-2. Section Compliance with Equal Opportunity Laws, Regulations and Rules and Other Laws. (a) In accordance with the City s standard contracting requirements, each of the Developer and the Outlots Developer agrees, with respect to the Project, that: (i) Such party shall observe the provisions of the Kansas Act Against Discrimination (K.S.A et seq.) and shall not discriminate against any person in the performance of work under the Agreement because of race, religion, color, sex, national origin, ancestry or age; (ii) In all solicitations or advertisements for employees, such party shall include the phrase, equal opportunity employer, or a similar phrase to be approved by the Kansas Human Rights Commission ( Commission ); (iii) If such party fails to comply with the manner in which such party reports to the Commission in accordance with the provisions of K.S.A and amendments thereto, such party shall be deemed to have breached the Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City; (iv) If such party is found guilty of a violation of the Kansas Act Against Discrimination under a decision or order of the Commission which has become final, such party shall be deemed to have breached the Agreement and it may be canceled, terminated or suspended as to such party, in whole or in part, by the City; and (v) Such party shall include the provisions of paragraphs (i) through (iv) above in every contract, subcontract or purchase order so that such provisions will be binding upon such contractor, subcontractor or vendor

28 (b) Each of the Developer and the Outlots Developer further agrees, with respect to the Project, that such party shall abide by the Kansas Age Discrimination In Employment Act (K.S.A et seq.) and the applicable provision of the Americans With Disabilities Act (42 U.S.C et seq.) as well as all other federal, state and local laws, ordinances and regulations applicable to this Project and to furnish any certification required by any federal, state or local laws, ordinances and regulations applicable to this Project and to furnish any certification required by any federal, state or local governmental agency in connection therewith. Section Evidence of Completion. The parties hereby agree as follows: (a) Upon substantial completion of the Anchor Building Improvements, the Developer shall deliver to the City Manager a certificate of completion for the Anchor Building executed by the architect of record who signed the approved construction plans therefor (the Anchor Completion Certificate ), certifying to the City that the same has been completed substantially in conformance with the Redevelopment Project Plan, the City Ordinances and the plans approved by the City. (b) Upon substantial completion of the Phase I Infrastructure Improvements, the Developer shall deliver to the City Manager an engineer s certificate, certifying to the City that the same has been completed substantially in conformance with the Redevelopment Project Plan, the City Ordinances and the plans approved by the City, if evidence of such substantial completion thereof has not already been provided to the City in connection with the delivery of the certificate of occupancy for the Anchor Building. (c) Upon substantial completion of the Outlots Buildings Improvements, the Outlots Developer shall deliver to the City Manager a certificate of completion for the Outlots Buildings executed by the architect(s) of record who signed the approved construction plans therefor (the Outlots Buildings Completion Certificate ), certifying to the City that the same has been completed substantially in conformance with the Redevelopment Project Plan, the City Ordinances and the plans approved by the City. (d) Upon completion of the Project, the Developer shall deliver to the City Manager a certificate of completion executed by the Developer (the Project Completion Certificate ), in form and substance satisfactory to the City, together with such documentation as the City shall reasonably require, certifying to the City that the Project has been completed in conformance with the Redevelopment Project Plan, the City Ordinances and the plans approved by the City. (e) For purposes of this Section, substantial completion means the point at which the site improvement work or building project, or a designated portion of the site improvement work or building project thereof is sufficiently complete, in accordance with the construction contract documents, so that the owner may have beneficial use or occupy the site improvement work or building project or designated portion thereof for the intended use for which it is originally designed and intended, without regard to occupancy permits that may be issuable under applicable law. This may include the completion of all life safety systems, weather-tight envelope, and adequate protection of

29 building occupants and or equipment from hazards posed by additional or possible construction activities or other potential harmful conditions that may exist or become evident during the final work effort to complete the Project per the construction contract documents. Section Modifications. The construction of the public improvements and private improvements may be modified or revised by written agreement of the City, Developer and the Outlots Developer, as applicable, to provide for other improvements generally consistent with the Redevelopment Project Plan. The City will not be unreasonable in its consideration of such modifications and revisions. Substantial changes as deemed in K.S.A a(t) may require amendment of the Redevelopment Project Plan in accordance with the City s then existing policies and procedures. Section Utilities and Fees. The City hereby agrees that the Developer and the Outlots Developer, as applicable, shall have the right to connect to any and all City utility lines constructed in the vicinity of the Redevelopment Project Area, if any, subject to compliance with the City s codes and procedures for such connections. The City agrees that the Developer and the Outlots Developer, as applicable, shall be obligated to pay, in connection with the Project, only those storm sewer, building permit, engineering, inspection, and other fees of general applicability. Section City and Other Governmental Permits. Before commencement of construction or development of any buildings, structures or other work or improvement that is a portion of the Project the Developer or the Outlots Developer, as applicable, shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City and any other governmental agency having jurisdiction as to such construction, development or work. The City shall, to the extent possible, expedite its procedures for review and approval of such submissions so as to not unduly hinder or delay the development. Section Public Bidding Not Required. Notwithstanding the fact that certain of the improvements herein will be financed or reimbursed in whole or in part by Public Financing Sources and will be deemed public improvements, public bidding for the Project, and any component thereof, will not be required; however, all plans for public improvements shall require approval of the City Staff and shall comply with standard City inspection and testing requirements, the costs of which will be borne by the Developer but shall be a Reimbursable Expense prior to commencement of construction of said improvements. Section Operation and Maintenance of Project. (a) The Developer shall throughout the Term at its own expense (i) keep and maintain the Project and all parts thereof within the Developer s control in good repair and operating condition, making from time to time all necessary repairs thereto and renewals and replacements thereof, and (ii) keep the Project and all parts thereof in safe condition and free from contamination by filth, nuisance or conditions unreasonably increasing the danger of fire. The Project will be operated in compliance with all applicable building and zoning, environmental and safety regulations and laws and all other applicable laws, rules and regulations. Upon request of the City, the Developer

30 shall provide the City with a report of major repairs, renewals and renovations to the Project made within the prior year and those made and scheduled to be made during the current year. (b) The Outlots Developer shall throughout the Term at its own expense (i) keep and maintain the Outlots and all parts thereof within the Outlots Developer s control in good repair and operating condition, making from time to time all necessary repairs thereto and renewals and replacements thereof, and (ii) keep the Outlots and all parts thereof in safe condition and free from contamination by filth, nuisance or conditions unreasonably increasing the danger of fire. The Outlots will be operated in compliance with all applicable building and zoning, environmental and safety regulations and laws and all other applicable laws, rules and regulations. Upon request of the City, the Outlots Developer shall provide the City with a report of major repairs, renewals and renovations to the Outlots made within the prior year and those made and scheduled to be made during the current year. Section Maintenance of Grocery Store or other Major Retail Establishment in the Redevelopment Project Area. The major retail enterprise in the Redevelopment Project Area will be the Hy-Vee Supermarket, owned (or if applicable leased) by the Developer or an affiliate thereof. The Developer agrees that if for any reason the Hy-Vee Supermarket does not continue in operation in the Redevelopment Project Area, the Developer will exercise reasonable diligence to seek a replacement major retail enterprise to occupy the space previously occupied by the Hy-Vee Supermarket. If the Anchor Building Improvements are damaged or destroyed, whether during construction or after completion, and are not reconstructed or replaced by the Hy-Vee Supermarket or another retail enterprise, the Developer will take such steps as are necessary, including but not limited to leveling the site, in order to permit the construction of another retail establishment in its stead. ARTICLE VI [RESERVED] ARTICLE VII REAL ESTATE TAXES Section Agreement to Pay Taxes and Assessments; Request for Reclassification. Each of the Developer and the Outlots Developer agrees that to the extent it is obligated to pay any portion of the real estate taxes and assessments for the Redevelopment Project Area it shall pay such taxes and assessments promptly and in full on or before the due date of such tax bills. Each of the Developer and the Outlots Developer or its respective successors shall have the right to pay said taxes under protest in accordance with applicable law. Neither the Developer nor the Outlots Developer shall request a change in taxation classification without prior written City approval, which approval shall not be unreasonably withheld. Section Notice of Protest or Appeal. Each of the Developer and the Outlots Developer shall promptly notify the City in writing of its protest or appeal of real estate taxes or valuation of any property within the Redevelopment Project Area by the County Assessor

31 ARTICLE VIII USE, ASSIGNMENT, SALES & LEASING Section Recorded Notice of Agreement. The parties agree to execute and deliver a memorandum of this Agreement in proper form for recording in the real property records of Johnson County, Kansas, alerting future owners of the existence of a Redevelopment District and of this Agreement. Section Use Restrictions. The allowable uses within the Redevelopment Project Area will be subject to the lawful zoning power of the City and will not be subject to use restrictions solely by virtue of this Agreement. Section Restrictions on Transfer and Assignments. The qualifications and identity of the Developer and RHJ are of particular concern to the City. It is in part because of the Developer s and RHJ s qualifications and identity that the City has entered into this Agreement with the Developer. Therefore, the Developer shall not assign or transfer all or any of its rights or duties under this Agreement nor convey the Shopping Center (except as described below) without the prior written approval of the City (which will not be unreasonably withheld), except for assignments, transfers and conveyances of all or substantially all of Developer s rights and duties under this Agreement and in and to the Shopping Center (a) to a subsidiary or affiliate which is owned or controlled by the Developer or a majority of its principals or any entity owned or controlled, directly or indirectly, by the Developer or a majority of its principals, or (b) to RHJ or a subsidiary or affiliate which is owned or controlled by RHJ or a majority of its principals or any entity owned or controlled, directly or indirectly, by RHJ or a majority of its principals, provided in each case that such transferee enters into a written agreement assuming all of the obligations of the Developer under this Agreement. Furthermore, Developer shall not assign or transfer all or any of its rights or duties under this Agreement with respect to the Outlots nor convey all of the Outlots (except as described below) without the prior written approval of the City (which will not be unreasonably withheld), except for assignments, transfers and conveyances of all or substantially all of Developer s rights and duties under this Agreement with respect to the Outlots (a) to a subsidiary or affiliate which is owned or controlled by the Developer or a majority of its principals or any entity owned or controlled, directly or indirectly, by the Developer or a majority of its principals, or (b) to RHJ or a subsidiary or affiliate which is owned or controlled by RHJ or a majority of its principals or any entity owned or controlled, directly or indirectly, by RHJ or a majority of its principals, provided in each case that such transferee enters into a written agreement assuming all of the obligations of the Outlots Developer under this Agreement. Transfers described in (a) and (b) of the next preceding sentence or in (a) and (b) of the preceding sentence and meeting the conditions set forth therein, are referred to herein as Permitted Transfers. In the event of a Permitted Transfer, the Developer shall nonetheless promptly provide advance written notice of the same to the City and shall provide evidence satisfactory to the City that the transferee is an entity described in (a) or (b) of each such sentence above, as applicable, so that City consent is not required. (a) Transfer of Obligations. In addition to Permitted Transfers as described in the preceding paragraph, the rights, duties and obligations hereunder of the Developer or the Outlots Developer, as applicable, may be assigned, in whole or in part, to another entity with the prior written approval of the City. Prior to any assignment, the City

32 Attorney shall have verified that the assignment complies with the terms of this Agreement. Any proposed assignee shall have qualifications and financial responsibility, as reasonably determined by the City Manager, necessary and adequate to fulfill the obligations of the Developer or the Outlots Developer, as applicable, with respect to the portion of the Redevelopment Project Area being transferred. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer or the Outlots Developer, as applicable, under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer or the Outlots Developer, as applicable, is subject (or, in the event the transfer is of or relates to a portion of the Redevelopment Project Area, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer shall not be relieved from any obligations set forth herein or any liabilities arising herefrom unless and until the City specifically agrees to release the Developer, which agreement shall not be unreasonably withheld. The Outlots Developer shall not be relieved from any obligations set forth herein or any liabilities arising herefrom unless and until the City specifically agrees to release the Outlots Developer, which agreement shall not be unreasonably withheld. Each of the Developer and the Outlots Developer agrees to record all assignments in the office of the Register of Deeds of Johnson County, Kansas, in a timely manner following the execution of such assignments. (b) Assumptions of Developer Obligations. The respective obligations of the City and the Developer under this Agreement, unless earlier satisfied, shall inure to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties as if they were in every case specifically named and shall be construed as a covenant running with the land, enforceable against the purchasers or other transferees as if such purchaser or transferee were originally a party and bound by this Agreement. Notwithstanding the foregoing, no tenant, or pad site owner of a portion of the Redevelopment Project Area, shall be bound by any obligation of Developer or any other obligation hereunder (other than as set forth in subsection (e) below as to subsequent purchasers) solely by virtue of being a tenant or owner of a portion of the Redevelopment Project Area; provided, however, that no transferee or owner of property within the Redevelopment Project Area except the Developer shall be entitled to any rights whatsoever or claim upon the Public Financing Sources set forth herein, except as specifically authorized in writing by the Developer and consented to in writing in advance by the City, provided a transferee to whom Developer s rights hereunder are assigned in accordance with the terms of this Agreement shall succeed to Developer s rights to receive pay-as-you-go TIF benefits. (c) Assumptions of Outlots Developer Obligations. The respective obligations of the City and the Outlots Developer under this Agreement, unless earlier satisfied, shall inure to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties as if they were in every case specifically named and shall be construed as a covenant running with the land, enforceable against the purchasers or other transferees as if such purchaser or transferee were originally a party and bound by this Agreement. Notwithstanding the foregoing, no tenant, or pad site owner of a portion of the Outlots, shall be bound by any obligation of the Outlots

33 Developer or any other obligation hereunder (other than as set forth in subsection (e) below as to subsequent purchasers) solely by virtue of being a tenant or owner of a portion of the Outlots. (d) The foregoing restrictions on assignment, transfer and conveyance shall not apply to (i) any security interest or collateral assignment of rights and benefits granted to secure indebtedness to any construction or permanent lender from which the Developer or the Outlots Developer, as applicable, has borrowed funds to finance all or a portion of the Project and in whose favor the Developer or the Outlots Developer, as applicable, has agreed to provide a security interest as collateral for such loan, and (ii) the leasing or sale of portions of the Shopping Center for the uses permitted under the terms of this Agreement, other than any leasing or sale of portions of the Shopping Center which constitute an assignment of the obligations of the Developer or the Outlots Developer, as applicable, under this Agreement as described above. (e) Any aforementioned restrictions on the sale or conveyance of the Shopping Center shall terminate immediately following the second updating of the Equity IRR Formula as described in Section 2.02(f)(B), provided the subsequent purchaser executes a consent filed with the Register of Deeds, with a copy to the City, agreeing to be bound by the insurance provisions set forth in Section 5.03(c) and/or 5.03(d), as applicable, the continuing disclosure obligations set forth in Section 3.02(h), the Incremental Sales Tax Revenues information obligations set forth in Section 3.02(i) and the operation and maintenance obligations set forth in Section This paragraph does not relieve the Developer or the Outlots Developer, as applicable, of its obligations to comply with all provisions of this Agreement which shall survive such sale, lease or conveyance of the Shopping Center unless the City has expressly consented, in writing, to the assignment of this Agreement in accordance with Section 8.03(a). (f) Prior to any conveyance of any portion of the Shopping Center, the Developer or Outlots Developer, as applicable, or other seller thereof shall pay or provide for the payment of all property taxes due at the time of such conveyance. ARTICLE IX AUTHORITY Section Actions. Only the Developer or other designated representatives of Developer are authorized to act on Developer s behalf to carry out the terms of this Agreement. Only Bob Johnson or other designated representatives of RHJ is authorized to act on RHJ s behalf to carry out the terms of this Agreement. The City Representative is authorized by the execution of this Agreement to carry out the terms hereof on behalf of the City. Section Powers. The City hereby represents and warrants that the City has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, and all of the foregoing have been or will be duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding

34 obligation of the City, enforceable in accordance with its terms and provisions and does not require the consent of any other governmental authority. ARTICLE X DEFAULTS AND REMEDIES Section Defaults-General. The following events shall constitute an Event of Default under this Agreement: (a) Subject to the extensions of time set forth in Section 10.06, failure or delay by any party to perform any term or provision of this Agreement, after receiving written notice and failing to cure, as set forth in subsection (f) below, constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the applicable party, specifying the default complained of. (b) The filing by or against the Developer of any petitions in bankruptcy. (c) The occurrence of any act or omission on the part of Developer that deprives it of the rights, powers, licenses, permits, and authorizations necessary for the lawful and proper conduct and operation of its business. (d) bankruptcy. The filing by or against the Outlots Developer of any petitions in (e) The occurrence of any act or omission on the part of the Outlots Developer that deprives it of the rights, powers, licenses, permits, and authorizations necessary for the lawful and proper conduct and operation of its business. (f) The claimant shall not institute proceedings against the other party, nor be entitled to damages if the other party within fourteen (14) days from receipt of such written notice, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete 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 Remedies on Default. (a) Whenever any Event of Default by Developer shall have occurred and be continuing, subject to applicable cure periods, the City may take one or more of the following remedial steps: (i) refuse to approve any further Certificates of Expenditures and make any disbursements until such Event of Default is cured by Developer; (ii) pursue any remedy at law and in equity; or

35 (iii) in the case of a material Event of Default by the Developer, terminate this Agreement. (b) Whenever any Event of Default by the Outlots Developer shall have occurred and be continuing, subject to applicable cure periods, the City may take one or more of the following remedial steps: (i) pursue any remedy at law and in equity; or (ii) in the case of a material Event of Default by the Outlots Developer, terminate this Agreement as to the Outlots Developer. (c) Whenever any material Event of Default by the City shall have occurred and be continuing, subject to applicable cure periods, the Developer shall have the right to terminate this Agreement in addition to all remedies at law or in equity, and the Developer may pursue any remedy at law and in equity. (d) Whenever any material Event of Default by the City shall have occurred and be continuing, subject to applicable cure periods, the Outlots Developer shall have the right to terminate this Agreement in addition to all remedies at law or in equity, and the Outlots Developer may pursue any remedy at law and in equity. (e) Each of the Developer and the Outlots Developer may pursue any remedy at law and in equity against the other. Section 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 Johnson 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 shall 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 any party against the City, service of process on the City shall 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 any party against the Developer, service of process on the Developer shall be made by personal service upon an officer or agent of the Developer and shall be valid whether made within or without the State or in such other manner as may be provided by law. (iii) In the event that any legal action is commenced by any party against the Outlots Developer, service of process on the Outlots Developer shall

36 be made by personal service upon an officer or agent of the Outlots Developer and shall be valid whether made within or without the State or in such other manner as may be provided by law. Section 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 either party of one or more of such rights or remedies shall 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 Inaction Not a Waiver of Default. Any failures or delays by either 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 either 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. Section Enforced Delay; Extension of Times of Performance. (a) In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where party seeking the extension has acted diligently and delays or defaults are due to events beyond the reasonable control of the party such as but not limited to: default of other party; war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; market conditions; quarantine restrictions; freight embargoes; intergalactic invasion; lack of transportation; unusually severe weather; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. (b) Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City, the Developer and the Outlots Developer, as applicable, to which each party shall reasonably agree at the request of another party. ARTICLE XI GENERAL PROVISIONS Section Time of Essence. Time is of the essence of this Agreement. The City, Developer and the Outlots Developer 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 Amendment. This Agreement, and any exhibits attached hereto (except as otherwise provided hereby), may be amended only by the mutual consent of the parties, upon official action of the City s Governing Body approving said amendment, and by the execution of said amendment by the parties hereto or their successors in interest. Section Immunity of Officers, Employees and Members of the City. No personal recourse shall be had for the payment or reimbursement of the Project costs, including

37 without limitation Reimbursable Expenses, or for any claim based thereon or upon any representation, obligation, covenant or agreement in this Agreement against any past, present or future officer, member, employee or agent of the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and any liability of any such officers, members, directors, employees or agents is hereby expressly waived and released as a condition of and consideration for the execution of this Agreement. Furthermore, no past, present or future officer, member, employee or agent of the City shall be personally liable to the Developer or the Outlots Developer, or any successor in interest, for any default or breach by the City. Section Right to Inspect. The Developer agrees that the City, with reasonable advance notice and during normal business hours, shall 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 Project as pertinent to the purposes of this Agreement; provided that the City s right to review books and records relating to Project costs shall be as provided in Section 3.02(e) of this Agreement. The Outlots Developer agrees that the City, with reasonable advance notice and during normal business hours, shall have the right and authority to review, inspect, audit, and copy, from time to time, all of the Outlots Developer s books and records relating to the Project as pertinent to the purposes of this Agreement. Section Right of Access. For the purposes of assuring compliance with this Agreement, representatives of the City shall have the right of access to the Project, without charges or fees, at normal construction hours during the period of construction for purposes related to this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements. Such representatives of the City shall carry proper identification, and shall not interfere with the construction activity. Section No Other Agreement. Except as otherwise expressly provided herein, this Agreement and all documents incorporated herein by reference supersede all prior agreements, negotiations and discussions, both written and oral, relative to the subject matter of this Agreement and is a full integration of the agreement of the parties. Section Binding Effect. This Agreement shall be binding upon the parties and their respective successors and assigns. Section 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 shall 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 shall the validity or enforceability of the remaining valid portions hereof be affected. Section Amendment to Carry Out Intent. If any provision, covenant, agreement or portion of this Agreement, or its application to any person, entity or property, is held invalid, the parties hereto shall take such reasonable measures including but not limited to reasonable amendment of this Agreement or the Redevelopment Project Plan to cure such

38 invalidity where the invalidity contradicts the clear intent of the parties in entering into this Agreement. Section Kansas Law. This Agreement shall be construed in accordance with the laws of the State of Kansas. Section Notice. All notices and requests required pursuant to this Agreement shall be in writing and shall be sent as follows: To the Developer: To the Outlots Developer: With copies to: To the City: With a copy to: With a copy to: Pete Hosch Hy-Vee, Inc Westown Parkway West Des Moines, Iowa Mr. Bob Johnson The R.H. Johnson Company 4520 Madison Avenue Suite 300 Kansas City, Missouri John Petersen Polsinelli Shughart PC 6201 College Boulevard Suite 500 Overland Park, Kansas Mr. Bill Ebel City Manager City of Overland Park, Kansas City Hall 8500 Santa Fe Drive Overland Park, KS Tammy M. Owens Senior Assistant City Attorney City of Overland Park, Kansas 8500 Santa Fe Drive Overland Park, KS Kathryn P. Peters, Esq. Kutak Rock LLP Suite Grand Boulevard Kansas City, MO or at such other addresses as the parties may indicate in writing to the other either by personal delivery, courier, or by registered mail, return receipt requested, with proof of delivery thereof

39 Mailed notices shall be deemed effective on the third day after mailing; all other notices shall be effective when delivered. Section Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. Section Consent or Approval. Except as otherwise provided in this Agreement, whenever consent or approval of either party is required, such consent or approval shall not be unreasonably withheld. Section Survivorship. Notwithstanding the termination of this Agreement, the Developer s obligations with respect to Section 5.03(a) and the Outlots Developer s obligations with respect to Section 5.03(b) shall survive the termination of this Agreement. Section Incorporation of Exhibits. The Exhibits attached hereto are incorporated herein by reference and shall be a part of this Agreement to the same extent as if fully set forth herein

40 IN WITNESS WHEREOF, the City, Hy-Vee and RHJ have duly executed this Redevelopment Agreement pursuant to all requisite authorizations as of the date first above written. CITY OF OVERLAND PARK, KANSAS (SEAL) By: Carl Gerlach Mayor ATTEST: By: Marian Cook City Clerk APPROVED AS TO FORM: By: Tammy M. Owens Senior Assistant City Attorney APPROVED AS TO FORM: By: Kathryn P. Peters, Kutak Rock LLP Bond Counsel

41 THIS REDEVELOPMENT AGREEMENT is executed as of the date first above written. Hy-Vee, Inc. By Randall B. Edeker, President ATTEST: Stephen Meyer, Secretary

42 THIS REDEVELOPMENT AGREEMENT is executed as of the date first above written. The R.H. Johnson Company By Robert H. Johnson, Jr., President

43 STATE OF IOWA ) ) ss. COUNTY OF ) On this day of, 2011, before me appeared Randall B. Edeker and Stephen Meyer, to me personally known, who, being by me duly sworn did say that they are the President and Secretary, respectively, of Hy-Vee, Inc., an Iowa corporation, and that said instrument was signed on behalf of said corporation; and acknowledged said instrument to be the free act and deed of the corporation. In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. [SEAL] NOTARY PUBLIC My Commission Expires:

44 STATE OF ) ) ss. COUNTY OF ) On this day of, 2011, before me appeared Robert H. Johnson, Jr., to me personally known, who, being by me duly sworn did say that he is the President of The R.H. Johnson Company, a Missouri corporation, and that said instrument was signed on behalf of said corporation and acknowledged said instrument to be the free act and deed of the corporation. In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. [SEAL] NOTARY PUBLIC My Commission Expires:

45 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L-1 Exhibit L-2 Legal Description of Redevelopment District and Redevelopment Project Area Sketch of Redevelopment District and Redevelopment Project Area Redevelopment Project Plan Preliminary Development Plan Materials Project Budget Tax Increment Revenue Transfer Model Estimated Reimbursable Expenses Estimated Construction Schedule Equity IRR Formula Estimated City Expenses Form of Certification of Expenditure Phase I Environmental Site Assessment Communication to KDHE

46 EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT DISTRICT AND REDEVELOPMENT PROJECT AREA

47 LEGAL DESCRIPTION OF REDEVELOPMENT DISTRICT AND REDEVELOPMENT PROJECT AREA All of Lot 1, Block 17, Sylvan Grove, a subdivision lying in the Northwest Quarter of Section 6, Township 13 South, Range 25 East, in the City of Overland Park, Johnson County, Kansas, together with all that part of the right of way for Antioch Road, 95 th Street and Hadley Drive, as bounded by the East and West prolongations of the South line of said Lot 1, the West line of the Northwest Quarter of said Section 6, the North right of way line of 95 th Street, and the centerline of Hadley Drive

48 EXHIBIT B SKETCH OF REDEVELOPMENT DISTRICT AND REDEVELOPMENT PROJECT AREA

49 MACKEY ST WOODWARD ST HADLEY ST 95TH ST HADLEY DR ANTIOCH RD 96TH ST 96TH ST 97TH ST 97TH ST 97TH TER Legend Proposed Redevelopment District Buildings 10/13/2010

50 EXHIBIT C REDEVELOPMENT PROJECT PLAN

51 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT In order to promote, stimulate and develop the general and economic welfare of the City of Overland Park, Kansas ( City ), the Overland Park City Council on December 6, 2010, passed City Ordinance No. RD-2891 establishing a Redevelopment District ( District ) pursuant to K.S.A et seq., as amended (the Act ), which District is also referred to as the Valley View Shopping Center Project. The owner of the Valley View Shopping Center (not including the two buildings which are not part of the District) as of the date of this Redevelopment Project Plan for the Valley View Shopping Center Project ( Project Plan ) is American National Insurance Company. The Valley View Shopping Center is under contract for purchase by Hy-Vee, Inc. ( Hy-Vee ). With the Valley View Shopping Center under contract for purchase, The R.H. Johnson Company ( RHJ ) and Hy-Vee have worked closely together to develop, finance, and advance a plan to redevelop the District with a completely new, Hy-Vee anchored shopping center (the Project ). As part of that process, on behalf of RHJ and Hy-Vee, RHJ submitted an Application for Tax Increment Financing (the TIF Application ), incorporated herein by reference. RHJ and Hy-Vee have advised the City that it is anticipated that Hy-Vee will close on the purchase of the Valley View Shopping Center and act as developer for the Project. Hy-Vee would complete demolition, site work, and construction of all public infrastructure for the District, as well as construction of the new Hy-Vee grocery store. It is also anticipated that RHJ will purchase from Hy-Vee and develop the three proposed outlots. RHJ and Hy-Vee have further advised the City that although the development expectations on the date of this Project Plan are as set forth in the preceding paragraph, it is also possible that there will be a subsequent determination that RHJ will act as developer of the District, in which case Hy-Vee would lease its grocery store from RHJ. Whether the developer is ultimately Hy-Vee or RHJ, the developer (the Developer ) will be bound by all developer obligations under a development agreement entered into with the City. Additionally, as stated in the TIF Application, the Developer may act through a new or existing S-Corporation or other entity, which shall be owned and controlled by Hy-Vee or RHJ, or a majority of its principals. Pursuant to K.S.A and the establishment of the District, the City in cooperation with the Planning Commission, have prepared this Project Plan that provides as follows: 1. Comprehensive Feasibility Study. An economic impact and feasibility study and analysis, as amended and restated (the Study ), for the Valley View Shopping Center Project has been prepared by City staff. The Study is attached as Exhibit A to this Project Plan. Projections on development within the District are integral to the reliability of the Study. In summary, the Study indicates that (a) some form of subsidy is required for the Developer to achieve an acceptable rate of return on the Project; and (b) if redevelopment costs, assessed values and sales tax revenues are as projected, the District is expected to produce sufficient tax increment revenues and incremental sales tax

52 revenues to pay for a portion of the costs of the TIF eligible improvements described in this Project Plan. 2. Redevelopment District Plan and Redevelopment Project Plan Area. The District area includes the land within the City of Overland Park, Kansas as legally described on Exhibit B attached hereto, but generally described as an area of approximately acres located at the southeast corner of 95 th Street and Antioch Road. As indicated on Exhibit B, the legal description includes certain rights of way, which are part of the Redevelopment District. The Redevelopment District Plan and this Project Plan contemplate the demolition of existing improvements and construction of a new shopping center consisting of an anchor grocery store and one or more additional buildings on the outlots, which may include, but is not limited to, general retail, specialty retail, restaurants, and non-retail uses customarily found in shopping centers, including related public and private infrastructure. TIF funds would be used to pay for eligible project expenses within the District, including but not limited to land acquisition; site preparation, including demolition of buildings and infrastructure, remediation, grading and costs relating thereto; street improvements and their appurtenances; sidewalks; sewers and other utility improvements; parking facilities; landscaping; water mains; plazas; and other eligible costs incurred in the design and development of the Project and implementation of the Project Plan. 3. Map of Redevelopment District/Project Area. A map of the District which includes the entire Project Area to be developed is attached as Exhibit C to this Project Plan. 4. Relocation Assistance Plan. The Owner owns all five buildings in the District, all of which are used for commercial purposes and are under contract for sale to Developer. As part of the Project, all of the buildings will be demolished. The Owner is a party to leases with tenants in certain of the buildings. A majority of the leases provide for month-to-month occupancy. The Owner and Developer are in the process of negotiating the terms of lease termination, if applicable, with each separate tenant. No relocation assistance payments are required under K.S.A Description of the Buildings and Facilities Proposed to be Constructed or Improved. The Developer proposes to demolish the five existing buildings in the District comprising an aggregate of approximately 102,773 square feet. The Developer proposes to replace such buildings with a new shopping center consisting of approximately 102,920 square feet, including a Hy-Vee Supermarket of approximately 83,620 square feet, of which approximately 5,000 square feet is for outdoor sales, and other retail and commercial uses of approximately 19,300 square feet. The Developer s expectation is that these other uses will include a financial institution and small retail shops. All buildings and improvements will be constructed, improved and renovated in accordance with the requirements of the City Planning Commission and City Ordinances. A description of buildings and improvements anticipated to be constructed or improved as provided herein are available for review at Overland Park City Hall, in the Office of the City Manager

53 6. Other Relevant Information. The City will not issue general obligation bonds to finance the costs of the TIF eligible improvements. The City may issue special obligation bonds to finance that portion of the TIF eligible improvements agreed upon by the City, provided that such bonds shall be payable solely from tax increment revenues and incremental sales tax revenues approved by the City

54 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT A ECONOMIC IMPACT AND FEASIBILITY STUDY AND ANALYSIS [attached]

55 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT City Hall 8500 Santa Fe Drive Overland Park, Kansas December 30, 2010 Mayor Carl Gerlach Council President Dave Janson And Members of the Governing Body VALLEY VIEW SHOPPING CENTER TAX INCREMENT FINANCING ( TIF ) PROPOSAL REVIEW AMENDMENT AND RESTATEMENT OF REPORT DATED DECEMBER 14, 2010 On December 6, 2010, the City Council adopted Ordinance RD-2891 creating a redevelopment district on the southeast corner of 95 th and Antioch. This is the first step in the process to consider a TIF request for the redevelopment of Valley View Shopping Center. The developer of the project, The R.H. Johnson Company ( Developer ), has requested $4,059,479 in tax increment financing on a pay-as-you go basis and, depending on market conditions, issuance of special obligations bonds payable from the tax increment generated following redevelopment. The Developer has requested utilization of 100% of the eligible incremental real property tax and 100% of the sales tax increment generated as a result of the redevelopment. We have worked with the Developer to review and analyze the proposed project. The focus of the analysis has been to review the cost estimates and assumptions for the project, analyze the potential incremental increases in tax revenues that would be generated by the project and evaluate the projected return on the developer s investment with and without TIF assistance. The analysis is based on a variety of assumptions and estimates intended to realistically model a pro forma for the project. While many if not all of these assumptions and estimates will differ from actual information once the project is complete, we believe that these estimates are reasonable and reflect likely costs and returns that can be anticipated for the redevelopment project. This Amendment and Restatement of the December 14, 2010 Report reflects revisions to the analysis as a result of the successful appeal of the valuation of the property described under the caption Tax Increment Property Tax Increment. Project Description As outlined in the Conservation Area Study the proposed redevelopment project calls for demolition of the existing five buildings on the site (consisting of 102,997 square feet) and construction of a new shopping center consisting of approximately 102,920 square feet. The new construction would consist of a HyVee Supermarket of approximately 83,620 square

56 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 2 December Amendment and Restatement of Report dated December 14, 2010 feet, of which 5,000 square feet is for outdoor sales, and other retail and commercial uses of approximately 19,300 square feet. During the past ten years the shopping center has experienced rising vacancy rates and substantial structural deterioration including failing roofs, non-functioning rooftop HVAC equipment, water damaged ceilings, mold, mildew, standing water, and crumbling and shearing building foundations and facades. As of October 31, 2010 the shopping center is approximately 67% vacant which equates to 68,882 square feet. The existing property currently has twelve (12) tenants. In addition, changing retail concepts combined with the aging center has resulted in space that has become increasingly obsolete in the current retail environment. In the TIF Application, the Developer stated: As a whole, the shopping center, in its present configuration is economically obsolete in that the center is made up almost entirely of small shop spaces. Modern neighborhood shopping centers of this size are not economically sustainable without an anchor and mid-size spaces supplementing the smaller shops. (Valley View Shopping Center TIF Application, October 11, 2010; page 4.) Project Cost The total project cost submitted by the Developer is $20,985,800. These costs, by category, are summarized in Table 1. Table 1 also itemizes costs recommended for TIF reimbursement totaling $6,903,930, an amount which exceeds the Developer s TIF request for $4,059,479 in net TIF funds applied to the project. These are eligible costs as outlined by the Kansas TIF Act; a complete list of eligible redevelopment project costs that can be paid with TIF funds is included in Exhibit A. TABLE 1 Project Costs Total Cost TIF Eligible Non-TIF Land Acquisition $ 3,600,000 $ 3,600,000 $ 0 Demolition of Buildings & Site Buildings/Site Remediation (environmental/materials/soil) 125, ,000 0 Demolition of Buildings 157, ,500 0 Demolition of Parking Lot 255, ,000 0 Demolition of Utilities 100, ,000 0 Site Work Grading, Utilities, Parking, Curbs, Landscaping 2,150,000 1,720, ,000 Deceleration Lanes, Demo &Construction 95 th St, islands 190, ,000 0 Site Enhancements (per zoning: fencing/landscaping) 292, ,000 0 Building Construction HyVee 6,800,000 6,800,000 Shops 2,509,000 2,509,000

57 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 3 December Amendment and Restatement of Report dated December 14, 2010 Professional Fees TABLE 1 Project Costs Total Cost TIF Eligible Non-TIF Legal Fees 200, ,000 Architect Fees HyVee 325, ,000 Architect Fees Shops 96,500 96,500 Civil Engineering 300, ,200 79,800 Development & Construction Administration Project Construction Management 542, , ,535 City Fees 150, ,000 Development Fees 0 0 Taxes & Insurance 224, ,000 Tenant Relocations 1,100,000 1,100,000 Contingency 480, , ,235 Construction Financing Loan Fees & Costs 254, ,000 Construction Interest 810, ,000 Leasing Commissions HyVee Commission 210, ,000 Shops Commissions 115, ,800 TOTAL PROJECT COST $ 20,985,800 $ 6,903,930 $ 14,081,870 We reviewed specific project cost components, as outlined below. Our conclusion from this analysis is that all of the costs are reasonable and represent an appropriate basis upon which to further review the financial feasibility of the project. We have reviewed the purchase contract and verified the $3,600,000 land acquisition cost. Construction costs have been reviewed in comparison to a third-party construction data source: RS Means Construction Cost Data Services. The following summarizes a comparison of square foot costs according to RS Means with the per foot costs of the proposed project. Project Cost per square foot RSMeans per square foot Demolition of Buildings $1.40 $2.83 Demolition of Parking Lot $1.19 $5.63 HyVee Construction $81.32 $88.00 Shops Construction $ $102.00

58 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 4 December Amendment and Restatement of Report dated December 14, 2010 Professional fees (engineering and architectural) represent 5.75% of the development costs. Construction management costs represent approximately 4.3% of the total development costs (demolition, site work and construction), which is below an industry standard range of 5 10%. We reviewed documentation regarding the cost of tenant relocations; the total included in the project cost is higher than indicated by the documentation. We have taken this difference into account in the analysis of the project pro forma. Project Contingency represents 3.8% of development costs (construction, parking, and professional fees), and 3.6% when professional fees (architectural and engineering) are included. This is well within industry standards. The project costs do not include a development fee. The costs do include leasing commissions, fees paid to commercial real estate brokers for leasing space in the shopping center. Commissions reflect approximately 2% of the total development costs. Pro forma Analysis Our development of a Pro forma has focused on the following elements: understanding and verifying assumptions regarding the projected cash flow and net operating income expected to be generated by the property; establishing baseline property valuation and sales tax data which is then projected out over the life of the project; calculating the return that the operating income represents when compared to the equity investment in the redevelopment; and reviewing the expected return on investment in comparison to current market returns. We have also analyzed different scenarios using varying assumptions regarding project cost as well as revenue, expenditures and income from the project to evaluate whether and to what extent changes in basic assumptions could create benefits for the Developer with TIF assistance that would exceed market returns. We have also used independent sources of information to evaluate the assumptions. These sources include The Korpacz Real Estate Investor Survey for the Third Quarter 2010 ( Q Korpacz ) published quarterly by PricewaterhouseCoopers LLP, a widely recognized source for property market information, and 2008 Dollars & Cents of Shopping Centers/The SCORE ( Dollars & Cents ) a joint publication of the Urban Land Institute (ULI) International Council of Shopping Centers (ICSC). It should be noted that the 2008 Dollars & Cents publication is the most recent data that is available, and has not been adjusted to account for economic events during the last two years.

59 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 5 December Amendment and Restatement of Report dated December 14, 2010 Project Cash Flow: Revenue, Expenditures and Income The pro forma analysis has been prepared based on two scenarios. The first is outlined below. In the original analysis of this project this scenario was referred to as the base case. This scenario takes into consideration the potential income from leasing the property to various tenants, including HyVee, and offsets this revenue to account for vacancies and operating costs. The base case pro forma uses the Developer s estimated rental rates for the project. This rent information has been evaluated in comparison to Dollars & Cents; Table 2 compares the average rent anticipated for the redeveloped center with data presented by Dollars & Cents. The proposed rent is within range of rents reported in from Dollars & Cents for Neighborhood Shopping Centers. s.f. Proposed 95 th & Antioch TABLE 2 Rents Dollars & Cents of Shopping Centers/The SCORE 2008 U S Neighborhood Shopping Centers/Age Group 1, 2, and 3 yrs old: Center Size, Center Sales, and Operating Results Proposed Rent Per s.f. Average Median Supermarket 83,620 $14.00 $8.50 Financial 4,500 $20.00 $22.28 Small Shops 14,800 $20.00 Lower Decile Upper Decile Combined 102,920 $15.13 $13.87 $13.63 $9.44 $18.55 The base case pro forma also takes into consideration expenses associated with operating the project including operation, repair and maintenance of common areas. Examples of these expenses include property management fees, insurance, utilities, landscaping and snow removal. The fees used in the pro forma estimate a combined fee of $0.33 per square foot. If HyVee is excluded, and only the Small Shops are included in the calculation, the fee is $0.60 per square foot. Both are below the range of data for reported common charges in Dollars & Cents for U.S. Neighborhood Shopping Centers; the average of reported charges are $2.20 per s.f., and range from the Lower Decile of $0.92 to the Upper Decile of $4.80. Debt Service has also been estimated using data provided by the Developer. The assumptions include 25% equity contribution and the balance financed over twenty years at a 7% interest rate. The Korpacz Real Estate Investor Survey for the Third Quarter 2010 reports interest rates (nationally) for Strip Shopping Centers from a low of 5% to a high of 8.5% and an average of 6.54%. The base case pro forma incorporates these assumptions, and escalates rental rates by 3% every fifth year during the twenty year period. This pro forma is attached in Exhibit B.

60 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 6 December Amendment and Restatement of Report dated December 14, 2010 Return on Investment without TIF Assistance The income generated from operating the redeveloped shopping center is the source for providing a return on the original investment in the project. The capital costs to redevelop the property, as outlined in the Project Costs section, represent the original investment. The equity contribution assumed in our analysis is 25%. As was the practice adopted during consideration of prior TIF project requests, the analysis of returns has been based on the internal rate of return (IRR) which measures a return over time based on cash flows into and out of the investment at intermediate points in time. A project IRR, or the return on all of the costs of the project (unleveraged), as well as an equity return, have been calculated. To understand what an appropriate rate of return should be, we have referred to the Q Korpacz report. For the third quarter of 2010, the survey reports, for non-institutional investors, an average IRR for strip shopping development projects of 12.0%, with a range between 6.5% and 20.5%. As previously noted, the equity contribution for the Valley View project is based on the assumption that the developer will make a 25% equity contribution to the project and the remainder will be financed with debt. The revenues created by the property from lease payments, less expenses and debt payments form the cash flow generating the return. In addition, the value of the property at the end of the 20 year TIF period has been estimated based on the income capitalized at the current commercial capitalization rate of 8.75%. This cash flow, generated over the twenty-year TIF period creates the return used on calculating the IRR for the project. The IRR generated by the project on the equity investment (Equity IRR) is estimated to be 6.9% and the project return is 7.2%, both at the low end of the range of reported development returns. Because returns are ultimately based on the operating pro forma, varying assumptions in that pro forma can alter the ultimate returns. The primary driver of return in this proposed project is rental rates. However, to generate a rate of return over 10% significant increases to rents would need to be applied, well beyond what is realistic given Dollars and Cents data and the current market conditions for that area. Tax Increment In order to improve the return anticipated for this redevelopment, the Developer has requested that 100% of both the Property and Sales Tax increment generated from the project after redevelopment be applied to eligible TIF costs. The projection of the Tax Increment generated by the redevelopment is attached in Exhibit C and further described on the following page.

61 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 7 December Amendment and Restatement of Report dated December 14, 2010 Property Tax Increment The current market valuation of the property is $3,600,000, and the assessed valuation is $900,000. This reflects 2010 valuation, after resolution of an appeal of the valuation that was in process when the developer submitted the TIF application.) The prior market valuation and assessed valuation was $5,661,000 and $1,415,215, respectively.) The new valuation of $3,600,000 is the basis for taxes payable in December of 2010 and May of The new valuation data has been used in this Amended and Restated Analysis of the Valley View TIF Project. The 2010 mill levies have been applied to this valuation. The projected assessed valuation of the redeveloped property has been based on comparisons with other shopping centers anchored by grocery stores, including HyVee locations within Johnson County as well as the valuation of adjacent small shops located at 9511 Antioch, constructed in A summary of the information used in estimating the valuation after redevelopment, $8,694,895 is attached in Exhibit D. The pro forma developed for the project includes assumptions regarding the phasing and timing of the development. For purposes of this analysis, it has been assumed that the HyVee will be constructed during 2011/2012, and open mid Construction of the shops has been assumed to occur during As such, the valuation has been "ramped up" between 2011 and 2013 as shown on Exhibit C. The state law excludes from the tax increment eligible to be used for a TIF project the State of Kansas levy of 1.5 mills and 20 mills of the total school levy. Table 3 summarizes the 2010 tax rates and those eligible to be applied to a TIF project. TABLE 3 TIF Eligible Tax Rates 2010 Tax Rate TIF Excluded Tax Rates TIF Eligible Tax Rates State of Kansas Johnson County Johnson County Library Johnson County Park & Rec JCCC City of Overland Park SMSD TOTAL As stated earlier, for the purpose of the pro forma analysis, the property tax revenue has been "ramped up" between 2011 and 2013; Table 4 summarizes the projected property tax and estimated increment that would exist upon full development of the project. The table also depicts the allocation of that increment available to the project. (continued on the next page)

62 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 8 December Amendment and Restatement of Report dated December 14, 2010 TABLE 4 Estimated Property Tax Increment 2010 Tax Rate Current/Base Property Tax Projected Property Tax Market Value $ 3,600,000 $ 8,694,895 Assessed Value (25% of MV) 900,000 2,173,724 Increment Applied to TIF Project Increment to Jurisdiction State of Kansas* ,350 3, ,911 Johnson County ,973 38,579 22,606 0 Johnson County Library ,842 6,865 4,022 0 Johnson County Park & Rec ,115 5,108 2,993 0 JCCC ,919 19,127 11,208 0 City of Overland Park ,989 19,294 11,306 0 SMSD* ,000 43, ,474 SMSD ,473 80,845 47,372 0 TOTAL $ 89,661 $ 216,553 $ 99,507 $ 27,385 If TIF assistance for this project is approved, $89,661 will continue to be paid annually to all taxing entities as depicted above, as the base property tax. Increased property tax resulting from levies not eligible for use in a TIF project paid (21.5 mills as noted Table 4), totaling $27,385, will be paid to the State of Kansas. The estimated $99,507 incremental increase resulting from TIF eligible mill levies will be applied to the project. In addition, the pro forma includes an assumption that property taxes will grow by 1% per year over twenty years. This could be the result of increases in either the tax rate or in the assessed valuation. Sales Tax Increment The state law also provides that city sales taxes can be applied to a TIF project. The developer has requested that 100% of the incremental sales tax increase, based on the City s 1-cent sales tax rate be made available to the project. Based on City of Overland Park sales tax collection data, we have determined the total base sales at the Valley View Shopping Center to be $7,447,286. Table 5 summarizes estimated sales tax collections for all taxing jurisdictions based on base sales at the center. (continued on the next page)

63 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 9 December Amendment and Restatement of Report dated December 14, 2010 TABLE 5 Sales Tax Currently Generated Base Tax Rate Sales Tax Total Sales $7,447,286 State of Kansas 6.300% 469,179 Johnson County Government 1.100% 81,920 Overland Park 1.000% 1.000% 84,473 Overland Park 0.125% 0.125% 9,309 Research Triangle 0.125% 9,309 Total 8.650% $ 644,190 We have projected sales tax that would be collected at a redeveloped Valley View Shopping Center based on the plan presented by the Developer. TABLE 6 Estimate of Total Sales after Redevelopment Total s f. Proposed 95 th & Antioch Estimated Sales Per s.f. Total Sales Supermarket 83,620 $ $34,955,000 Financial 4,500 $0.00 Small Shops 14,800 $ ,090,000 Combined 102,920 $ $ 37,055,000 For the purpose of the pro forma analysis, the sales tax increment has also been "ramped up" between 2011 and Table 7 summarizes the increment that would exist upon full development. In addition, the pro forma includes an assumption that sales and therefore sales taxes will grow by 1% per year over twenty years. TABLE 7 Sales Tax Increment Tax Rate Base Sales Tax Projected Sales Tax Total Sales $7,447,286 $37,055,000 Increment Applied to TIF Project Increment to Jurisdiction State of Kansas 6.300% 469,179 2,337,300 $1,868,121 Johnson County Government 1.100% 81, , ,180 Overland Park - General 1.000% 84, , ,527 Overland Park - Streets 0.125% 9,309 46,375 37,066 Research Triangle 0.125% 9,309 46,375, 37,066 Total 8.650% $ 644,190 $3,209,150 $296,527 $2,268,443

64 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 10 December Amendment and Restatement of Report dated December 14, 2010 If the requested TIF assistance for this project is approved, the currently collected City onepercent (1%) sales tax totaling $84,473 will continue to be received by the City. The incremental increase of $296,527 generated by the City s one-cent sales tax would be applied to the project. The incremental increase generated from these new sales for the City s one-eighth of one percent (0.125%) sales tax which equals $37,066 as well as all of the incremental increase generated by the sales tax rates of other taxing jurisdictions will be fully paid to those jurisdictions. As depicted in Exhibit F, the total estimated value of the Tax Increment over a twenty year period is $8,714,158. The Developer has requested $4,059,479 in tax increment financing assistance for the project. The net present value (NPV) of this twenty year total is $4,067,446. The NPV has been calculated using a discount rate of 7%; the discount rate submitted by the Developer in the TIF application. In addition, because the NPV is slightly higher than the requested TIF amount, in order to calculate the return on the requested TIF amount, the proforma analysis has adjusted the sales tax increment that would be applied to the project to slightly less than 100%. Return on Investment with TIF Assistance As previously noted, without TIF assistance, the IRR generated by the project on the equity investment is estimated to be 6.9% and the project return is 7.2%, both at the low end of the range of reported development returns. With the full amount of TIF assistance requested by the Developer, $4,059,479, applied to the project, the IRR generated by the project on the equity investment is estimated to be 11.7% and the project return is 9.5%. (These amounts are only slightly higher than the equity return of 11.3% and project return of 9.3%, returns generated when the TIF applied to the project was based on the previous, higher, base valuation of the property). These returns are within the Korpacz reported range for strip shopping development projects between 6.5% and 20.5%, and an average of 12%. TABLE 8 Base Pro Forma Without TIF With TIF Property and Sales Tax Growth Rate 1.00% 1.00% Net Present Value of Increment $4,059,479 Equity IRR 6.9% 11.7% Project IRR 7.2% 9.5% Growth in the increment beyond what has been assumed in the analysis will result in a faster repayment of the investment, and earlier return of the full sales and property taxed from the project to the tax rolls.

65 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 11 December Amendment and Restatement of Report dated December 14, 2010 Alternative Development Scenario The "base case" pro forma presumes that one development entity will own, redevelop and operate the property and achieve the return on the investment in that property. A likely alternative scenario was also analyzed contemplating that HyVee, the entity under contract to purchase the existing Valley View Shopping Center, will clear the property, install all of the infrastructure and utilities, develop the proposed grocery store and then sell the portion of the property upon which the small shops are to be constructed. Based on ongoing discussions with the Developer, this is the MOST likely development scenario that will take place. A copy of this proforma is included in Exhibit B. This scenario has been modeled based on the assumption that the redevelopment of the site would require expenditure of all of the capital costs outlined in Table 1 with the exception of Building Construction, Architectural Fees, Leasing Commissions for the Shops and fees and expenses associated with the construction of the shops. The total of these expenditures (exclusive of the land) is $2.84 million; the balance of the project costs, $18.15 million, would be expenses born by HyVee in redevelopment of the site, construction of the grocery store and preparation of the property for construction of the small shops. This alternate scenario also assumes that, once redevelopment was complete, HyVee would sell the property upon which the shops could be developed. The Developer has indicated that the likely sales price of this portion of the property would be the costs of the redevelopment, apportioned based on square footage of the vertical construction (19.7%) less TIF proceeds used to pay for land improvements completed by HyVee. The estimated land on the site required to construct 19,300 square feet of small shops is 87,360 square feet. The sales price for the land by HyVee to the Developer is estimated to be between $1.24 million to $1.82 million which equates to $14.21 to $20.82 cents per square foot respectively. The total cost of the small shops development including land and vertical construction is between $4.66 million and $4.88 million. For the purposes of developing the alternate scenario, we have assumed the same timing of development, and further assumed that for HyVee, a portion of the return on the investment in the redevelopment of the property would be recovered in 2013 through the sale of land for development of the small shops. In addition, this alternative scenario assumes that HyVee would be the entity that received the return afforded by the TIF applied to the costs of redevelopment. Table 9 summarizes the range of returns that would be generated based on these assumptions for the redevelopment of the property. (continued on the next page)

66 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View TIF Proposal Review Page 12 December Amendment and Restatement of Report dated December 14, 2010 TABLE 9 Alternative Development Scenario Pro Forma Without TIF With TIF Property and Sales Tax Growth Rate 1.00% 1.00% Net Present Value of Increment $4,059,479 Purchase Price (in millions) $1.24 $1.82 $1.24 $1.82 Summary and Next Steps Equity IRR 7.2%-7.9% 13.7%-14.8% Project IRR 5.4%-5.6% 7.3%-7.4% Based on our analysis and comparison of information to external sources, the development assumptions, as well as returns generated from the project under both development scenarios are reasonable when compared to information sources that are independent from information provided by the developer. The Kansas TIF Act requires that following acceptance of a Redevelopment Project Plan the Planning Commission must review and make a finding as to whether the project plan is consistent with the Comprehensive Plan for development of the City (K.S.A (6) (b)). If the Planning Commission makes this finding, the Governing Body can then provide notice of a public hearing to consider adoption of the Redevelopment Project Plan. Consideration of TIF approval and adoption of the Redevelopment Project Plan can only occur following the public hearing. If the determination of the Committee of the Whole and City Council is to forward the project plan to the Planning Commission, this review would be held at the next regularly scheduled Planning Commission meeting, January 10, If directed to proceed, the staff will complete negotiations of a Redevelopment Agreement with the developer. It is recommended that a review of the Development Agreement, be scheduled for a Special City Council meeting on January 19, 2011 prior to the regularly scheduled meeting of the Finance, Administration and Economic Development Committee. At this meeting the City Council could also consider adoption of a resolution scheduling consideration of the Project Plan. This scheduling would allow the public hearing to be held on February 21, 2011 and accommodate the Developer s schedule related to an outstanding contract for purchase of the Valley View Shopping Center. KRISTY STALLINGS INTERIM CITY MANAGER BILL EBEL DIRECTOR OF PLANNING & DEVELOPMENT SERVICES

67 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT A TIF ELIGIBLE PROJECT COSTS K.S.A a. defines the following as "Redevelopment project costs" which are eligible to be paid with Tax Increment Financing. - Acquisition of property within the redevelopment project area; - payment of relocation assistance pursuant to a relocation assistance plan as provided in K.S.A , and amendments thereto; - site preparation including utility relocations; - sanitary and storm sewers and lift stations; - drainage conduits, channels, levees and river walk canal facilities; - street grading, paving, graveling, macadamizing, curbing, guttering and surfacing; - street light fixtures, connection and facilities; - underground gas, water, heating and electrical services and connections located within the public right-of-way; - sidewalks and pedestrian underpasses or overpasses; - drives and driveway approaches located within the public right-of-way; - water mains and extensions; - plazas and arcades; - parking facilities; - Major multi-sport athletic complex - Museum facility - Parking facilities including multi-level parking facilities - landscaping and plantings, fountains, shelters, benches, sculptures, lighting, decorations and similar amenities; and - related expenses to redevelop and finance the redevelopment project, Redevelopment project costs cannot include costs incurred in connection with the construction of buildings or other structures to be owned by or leased to a developer. The statute does provide however that a multilevel parking facility owned by or leased to a developer is an eligible project cost.

68 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT B PRO FORMA

69 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW PROJECT PRO FORMA Construction Year 1 2 IRR CALC YEAR TIF YEAR Revenue Rent s.f. HyVee 83, ,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Financial Institution 4, ,500 90,000 90,000 90,000 92,700 92,700 92,700 92,700 Small Shops 14, , , , , , , , ,880 Total Potential Gross Rental Income - 585,340 1,267,180 1,556,680 1,556,680 1,556,680 1,603,380 1,603,380 1,603,380 1,603,380 Less: Vacancy Allowance - - (4,825) (19,300) (19,300) (19,300) (19,879) (19,879) (19,879) (19,879) Gross Income 102, ,340 1,262,355 1,537,380 1,537,380 1,537,380 1,583,501 1,583,501 1,583,501 1,583,501 Expenses General & Administrative 2.00% - 11,707 25,247 30,748 30,748 30,748 31,670 31,670 31,670 31,670 Non-Reimbursed Expenses 0.00% ncluded in G&A Management Fee 1.00% on Fin Inst & Small Shops Only ,667 3,667 3,667 3,777 3,777 3,777 3,777 Total Expenses 2.0% - 11,707 26,164 34,415 34,415 34,415 35,447 35,447 35,447 35,447 NET OPERATING INCOME - 573,633 1,236,191 1,502,965 1,502,965 1,502,965 1,548,054 1,548,054 1,548,054 1,548,054 Debt Service Hy Vee - (631,575) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) Financial Institution & Small Shops - - (50,293) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) Open NET INCOME AFTER DEBT & RESERVES - (57,942) (77,253) 38,641 38,641 38,641 83,730 83,730 83,730 83,730 Net Proceeds to Developer Equity Reversion Year 20 Loan Payoff HyVee Loan Payoff Small Shops Sales Price - NOI 8.75% Less marketing \ Sales costs of 5% Less Remaining Debt Net Sales Proceeds Developer Equity (5,246,450) Net Income / Return to Equity (5,246,450) (57,942) (77,253) 38,641 38,641 38,641 83,730 83,730 83,730 83,730 Equity IRR 6.9% Project Return (20,400,460) 1,262,355 1,537,380 1,537,380 1,537,380 1,583,501 1,583,501 1,583,501 1,583,501 Project IRR 7.2% Tax Increment Applied to Project , , , , , , , , ,970 CUMULATIVE VALUE 8,714,163 NET PRESENT VALUE (NPV) 7.00% 4,059,479 Net Income / Return to Equity INCLUDING TIF PROCEEDS (5,245,747) 43, , , , , , , , ,700 Equity IRR 11.7% Project Return (20,299,020) 1,620,135 1,946,290 1,951,830 1,957,420 2,009,191 2,014,891 2,020,651 2,026,471 Project IRR 9.5%

70 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW PROJECT PRO FORMA Revenue Rent HyVee Financial Institution Small Shops Total Potential Gross Rental Income Less: Vacancy Allowance Gross Income Expenses General & Administrative Non-Reimbursed Expenses Management Fee Total Expenses NET OPERATING INCOME Debt Service Hy Vee Financial Institution & Small Shops Open NET INCOME AFTER DEBT & RESERVES Net Proceeds to Developer Equity Reversion Year Loan Payoff HyVee Loan Payoff Small Shops Sales Price - NOI Less marketing \ Sales costs of Less Remaining Debt Net Sales Proceeds Developer Equity Net Income / Return to Equity ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279,234 92,700 95,481 95,481 95,481 95,481 95,481 98,345 98,345 98,345 98,345 98, , , , , , , , , , , ,447 1,603,380 1,651,482 1,651,482 1,651,482 1,651,482 1,651,482 1,701,026 1,701,026 1,701,026 1,701,026 1,701,026 (19,879) (20,475) (20,475) (20,475) (20,475) (20,475) (21,090) (21,090) (21,090) (21,090) (21,090) 1,583,501 1,631,006 1,631,006 1,631,006 1,631,006 1,631,006 1,679,937 1,679,937 1,679,937 1,679,937 1,679,937 31,670 32,620 32,620 32,620 32,620 32,620 33,599 33,599 33,599 33,599 33, ,777 3,890 3,890 3,890 3,890 3,890 4,007 4,007 4,007 4,007 4,007 35,447 36,510 36,510 36,510 36,510 36,510 37,606 37,606 37,606 37,606 37,606 1,548,054 1,594,496 1,594,496 1,594,496 1,594,496 1,594,496 1,642,331 1,642,331 1,642,331 1,642,331 1,642, (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (1,263,151) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) (201,173) , , , , , , , , , , ,007 (618,879) (330,439) 18,769,496 (938,475) ,881,703 83, , , , , , , , , ,007 17,059,710 Project Return 1,583,501 1,631,006 1,631,006 1,631,006 1,631,006 1,631,006 1,679,937 1,679,937 1,679,937 1,679,937 18,561,640 Tax Increment Applied to Project 448, , , , , , , , , , ,930 CUMULATIVE VALUE NET PRESENT VALUE (NPV) Net Income / Return to Equity INCLUDING 532, , , , , , , , , ,447 17,570,640 Project Return 2,032,341 2,085,786 2,091,776 2,097,826 2,103,946 2,110,116 2,165,287 2,171,587 2,177,947 2,184,377 19,072,570

71 VALLEY VIEW PROJECT PRO FORMA Construction Year 1 2 IRR CALC YEAR TIF YEAR Revenue Rent s.f. HyVee 83, ,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Financial Institution 4, Small Shops 14, Total Potential Gross Rental Income - 585,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Less: Vacancy Allowance Gross Income 102, ,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Expenses General & Administrative 2.00% - 11,707 23,414 23,414 23,414 23,414 24,116 24,116 24,116 24,116 Non-Reimbursed Expenses 0.00% included in G&A Management Fee 1.00% on Fin Inst & Small Shops Only Total Expenses 2.0% - 11,707 23,414 23,414 23,414 23,414 24,116 24,116 24,116 24,116 NET OPERATING INCOME - 573,633 1,147,266 1,147,266 1,147,266 1,147,266 1,181,684 1,181,684 1,181,684 1,181,684 Debt Service Hy Vee - (633,115) (1,266,230) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) Financial Institution & Small Shops Open NET INCOME AFTER DEBT & RESERVES - (59,482) (118,964) (14,705) (14,705) (14,705) 19,713 19,713 19,713 19,713 Net Proceeds to Developer Equity Reversion Year 20 Loan Payoff HyVee 1,242,000 Loan Payoff Small Shops Sales Price - NOI 8.75% Less marketing \ Sales costs of 5% (62,100) Less Remaining Debt Net Sales Proceeds - - 1,179, Developer Equity (4,536,709) Net Income / Return to Equity (4,536,709) (59,482) 1,060,936 (14,705) (14,705) (14,705) 19,713 19,713 19,713 19, % Equity IRR 7.2% Project Return (20,400,460) 2,350,580 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205, % Project IRR 5.4% Tax Increment Applied to Project , , , , , , , , ,970 CUMULATIVE VALUE 8,714,163 NET PRESENT VALUE (NPV) 7.00% 4,059,479 Net Income / Return to Equity INCLUDING TIF PROCEEDS (4,536,006) 41,958 1,418, , , , , , , , % Equity IRR 13.7% REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Project Return (20,299,020) 1,528,460 1,579,590 1,585,130 1,590,720 1,631,490 1,637,190 1,642,950 1,648, % Project IRR 7.3%

72 VALLEY VIEW PROJECT PRO FORMA Revenue Rent HyVee Financial Institution Small Shops Total Potential Gross Rental Income Less: Vacancy Allowance Gross Income Expenses General & Administrative Non-Reimbursed Expenses Management Fee Total Expenses NET OPERATING INCOME REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279, ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279, ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279,234 24,116 24,839 24,839 24,839 24,839 24,839 25,585 25,585 25,585 25,585 25, ,116 24,839 24,839 24,839 24,839 24,839 25,585 25,585 25,585 25,585 25,585 1,181,684 1,217,135 1,217,135 1,217,135 1,217,135 1,217,135 1,253,649 1,253,649 1,253,649 1,253,649 1,253,649 Debt Service Hy Vee Financial Institution & Small Shops Open NET INCOME AFTER DEBT & RESERVES (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) ,713 55,163 55,163 55,163 55,163 55,163 91,677 91,677 91,677 91,677 91,677 Net Proceeds to Developer Equity Reversion Year Loan Payoff HyVee Loan Payoff Small Shops Sales Price - NOI Less marketing \ Sales costs of Less Remaining Debt Net Sales Proceeds Developer Equity Net Income / Return to Equity ,327,417 (716,371) ,611,046 19,713 55,163 55,163 55,163 55,163 55,163 91,677 91,677 91,677 91,677 13,702,723 Project Return 1,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 14,890,280 Tax Increment Applied to Project 448, , , , , , , , , , ,930 CUMULATIVE VALUE NET PRESENT VALUE (NPV) Net Income / Return to Equity INCLUDING 468, , , , , , , , , ,117 14,213,653 Project Return 1,654,640 1,696,754 1,702,744 1,708,794 1,714,914 1,721,084 1,764,584 1,770,884 1,777,244 1,783,674 15,401,210

73 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT C PROJECTED TAX INCREMENT

74 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW TIF ANALYSIS Property and Sales Tax Increment PROPERTY TAX INCREMENT MARKET VALUE FOR PROPERTY TAX USING SIMILAR PROPERTIES 1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/2016 1/1/2017 for FY 2011 for FY 2012 for FY 2013 for FY 2014 for FY 2015 for FY 2016 for FY 2017 for FY 2018 Market Value of Property $3,600,000 $3,600,000 $3,600,000 $7,207,227 $8,694,895 $8,694,895 $8,694,895 $8,694,895 PROPERTY TAX RATE 2010 levy 2011 levy 2012 levy 2013 levy 2014 levy 2015 levy 2016 levy 2017 levy for FY 2011 for FY 2012 for FY 2013 for FY 2014 for FY 2015 for FY 2016 for FY 2017 for FY 2018 Property Tax Growth Rate 1.00% 1 00% 1.00% 1.00% 1.00% 1 00% 1.00% 1.00% Property Tax Rate in mills CALCULATION OF PROPERTY TAX INCREMENT Base Valuation Market Value 1 1 value $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 Assessed Value AV % 25% $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 (Base) Property Tax Revenue $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 Value After Redevelopment Appraised Value $3,600,000 $3,600,000 $3,600,000 $7,207,227 $8,694,895 $8,694,895 $8,694,895 $8,694,895 Assessed Value AV % 25% $900,000 $900,000 $900,000 $1,801,807 $2,173,724 $2,173,724 $2,173,724 $2,173,724 Property Tax Revenue $70,311 $71,014 $71,724 $145,028 $176,713 $178,480 $180,265 $182,068 PROPERTY TAX INCREMENT $0 $703 $1,413 $74,717 $106,402 $108,170 $109,954 $111,757

75 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW TIF ANALYSIS Property and Sales Tax Increment PROPERTY TAX INCREMENT MARKET VALUE FOR PROPERTY TAX USING SIMILAR PROPERTIES PROPERTY TAX RATE Market Value of Property Property Tax Growth Rate 1.00% Property Tax Rate in mills CALCULATION OF PROPERTY TAX INCREMENT Base Valuation Market Value 1 1 value Assessed Value AV % 25% (Base) Property Tax Revenue Value After Redevelopment Appraised Value Assessed Value AV % 25% Property Tax Revenue PROPERTY TAX INCREMENT 1/1/2018 1/1/2019 1/1/2020 1/1/2021 1/1/2022 1/1/2023 1/1/2024 for FY 2019 for FY 2020 for FY 2021 for FY 2022 for FY 2023 for FY 2024 for FY 2025 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694, levy 2019 levy 2020 levy 2021 levy 2022 levy 2023 levy 2024 levy for FY 2019 for FY 2020 for FY 2021 for FY 2022 for FY 2023 for FY 2024 for FY % 1 00% 1.00% 1 00% 1 00% 1.00% 1.00% $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $183,888 $185,727 $187,585 $189,460 $191,355 $193,269 $195,201 $113,578 $115,417 $117,274 $119,150 $121,044 $122,958 $124,891

76 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW TIF ANALYSIS Property and Sales Tax Increment PROPERTY TAX INCREMENT MARKET VALUE FOR PROPERTY TAX USING SIMILAR PROPERTIES PROPERTY TAX RATE Market Value of Property Property Tax Growth Rate 1 00% Property Tax Rate in mills CALCULATION OF PROPERTY TAX INCREMENT Base Valuation Market Value 1 1 value Assessed Value AV % 25% (Base) Property Tax Revenue Value After Redevelopment Appraised Value Assessed Value AV % 25% Property Tax Revenue PROPERTY TAX INCREMENT 1/1/2025 1/1/2026 1/1/2027 1/1/2028 1/1/2029 1/2/2029 1/2/2029 for FY 2026 for FY 2027 for FY 2028 for FY 2029 for FY 2030 for FY 2031 for FY 2031 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694, levy 2026 levy 2027 levy 2028 levy 2029 levy 2030 levy 2030 levy for FY 2026 for FY 2027 for FY 2028 for FY 2029 for FY 2030 for FY 2031 for FY % 1.00% 1.00% 1 00% 1.00% 1 00% 1.00% $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $197,153 $199,125 $201,116 $203,127 $205,158 $207,210 $209,282 $126,843 $128,814 $130,805 $132,816 $134,848 $136,899 $138,971

77 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW TIF ANALYSIS Property and Sales Tax Increment SALES TAX INCREMENT Base Sales Tax Total Base Sales 2010 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 Sales Tax Collections sales tax rate 1% $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 After Redevelopment Total Est Sales 37,100,000 sales per foot $ Total s.f. 102,920 Sales Tax Growth Rate 1.00% 1 00% 1.00% 1.00% Total Project Sales $7,447,286 $0 $17,476,580 $35,828,092 37,778,335 $38,156,118 $38,537,679 $38,923,056 Sales Tax Collections sales tax rate 1% $74,473 $0 $174,766 $358,281 $377,783 $381,561 $385,377 $389,231 TOTAL INCREMENTAL SALES TAX REVENUE $0 $0 $100,293 $283,808 $303,310 $307,088 $310,904 $314,758 SALES TAX INCREMENT % $0 $0 $100,029 $283,061 $302,512 $306,280 $310,086 $313,930 TOTAL TAX INCREMENT $0 $703 $101,442 $357,778 $408,915 $414,450 $420,040 $425,687 CUMULATIVE VALUE 8,714,158 NET PRESENT VALUE (NPV) 7.00% 4,059,478

78 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW TIF ANALYSIS Property and Sales Tax Increment SALES TAX INCREMENT Base Sales Tax Total Base Sales 2010 Sales Tax Collections sales tax rate 1% $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 After Redevelopment Total Est Sales 37,100,000 sales per foot $ Total s.f. 102,920 Sales Tax Growth Rate 1.00% Total Project Sales Sales Tax Collections sales tax rate 1% TOTAL INCREMENTAL SALES TAX REVENUE SALES TAX INCREMENT % TOTAL TAX INCREMENT 1.00% 1 00% 1.00% 1 00% 1 00% 1.00% 1.00% $39,312,286 $39,705,409 $40,102,463 $40,503,488 $40,908,523 $41,317,608 $41,730,784 $393,123 $397,054 $401,025 $405,035 $409,085 $413,176 $417,308 $318,650 $322,581 $326,552 $330,562 $334,612 $338,703 $342,835 $317,812 $321,733 $325,693 $329,692 $333,732 $337,812 $341,933 $431,389 $437,149 $442,966 $448,842 $454,776 $460,770 $466,823 CUMULATIVE VALUE NET PRESENT VALUE (NPV) 7.00%

79 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT VALLEY VIEW TIF ANALYSIS Property and Sales Tax Increment SALES TAX INCREMENT Base Sales Tax Total Base Sales 2010 Sales Tax Collections sales tax rate 1% $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 After Redevelopment Total Est Sales 37,100,000 sales per foot $ Total s.f. 102,920 Sales Tax Growth Rate 1.00% Total Project Sales Sales Tax Collections sales tax rate 1% TOTAL INCREMENTAL SALES TAX REVENUE SALES TAX INCREMENT % TOTAL TAX INCREMENT 1 00% 1.00% 1.00% 1 00% 1.00% 1 00% 1.00% $42,148,092 $42,569,573 $42,995,269 $43,425,221 $43,859,474 $44,298,068 $44,741,049 $421,481 $425,696 $429,953 $434,252 $438,595 $442,981 $447,410 $347,008 $351,223 $355,480 $359,779 $364,122 $368,508 $372,938 $346,095 $350,299 $354,545 $358,833 $363,164 $367,538 $371,956 $472,938 $479,113 $485,350 $491,649 $498,012 $504,438 $510,928 CUMULATIVE VALUE NET PRESENT VALUE (NPV) 7.00%

80 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT D ESTIMATED PROPERTY VALUATION AFTER REDEVELOPMENT

81 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Valley View Shopping Center Property Value Analysis Store CY Location Lot SF SF Land per SF Improvements per SF Total Assessed Value Current Valuation of Property Valley View Center th & Antioch 443,441 67,202 2,568, ,092, ,661,000 1,415,250 Stores being Closed w/in next 2 3 years HyVee st & Metcalf 259,738 67,202 1,818, ,395, ,214,000 1,053,500 HyVee th & Quivira 195,520 62,801 2,346, ,977, ,324,000 1,081,000 Stores Comparable in Size & Type to New 95th & Metcalf) HyVee th & Ridgeview 375,487 70,104 3,002, ,273, ,276,000 1,319,000 HyVee th & Antioch 383,328 66,770 2,682, ,211, ,894,050 1,223,513 Hen House th & Lackman 424,710 91,989 2,870, ,848, ,719,000 2,179,750 Hen House th & Metcalf 651, ,474 5,215, ,855, ,071,008 3,767,752 HyVee Martway 446,490 77,540 2,430, ,822, ,253,005 1,313,251 Average Valuation of similar small shops 119th & Ridgeview UMB th & Ridgeview 38,768 4, , , ,138,000 Valuation of Property adjacent to Valley View Shops Adjacent to Site Antioch 22,375 6, , , ,000 Proposed Development HyVee & Small Shops 95th & Antioch 443, ,920 Valuation for New Valley View Land based on adjacent and similar properties applied to s.f. 443,441 3,104, Grocery Average of All HyVee Stores 83,620 4,103, Shops based on per foot of adjacent small shops 19,300 1,487, Valuation for HyVee & SmallShops 8,694,895 Valuation for HyVee Only 7,207,227

82 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT B LEGAL DESCRIPTION OF REDEVELOPMENT DISTRICT AND REDEVELOPMENT PROJECT AREA All of Lot 1, Block 17, Sylvan Grove, a subdivision lying in the Northwest Quarter of Section 6, Township 13 South, Range 25 East, in the City of Overland Park, Johnson County, Kansas, together with all that part of the right of way for Antioch Road, 95 th Street and Hadley Drive, as bounded by the East and West prolongations of the South line of said Lot 1, the West line of the Northwest Quarter of said Section 6, the North right of way line of 95 th Street, and the centerline of Hadley Drive

83 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT EXHIBIT C MAP OF REDEVELOPMENT DISTRICT/PROJECT AREA [attached]

84 REDEVELOPMENT PROJECT PLAN FOR THE VALLEY VIEW SHOPPING CENTER PROJECT Proposed Redevelopment District MACKEY ST WOODWARD ST HADLEY ST 95TH ST HADLEY DR ANTIOCH RD 96TH ST 96TH ST 97TH ST 97TH ST 97TH TER Legend Proposed Redevelopment District Buildings 10/13/2010

85 EXHIBIT D PRELIMINARY DEVELOPMENT PLAN MATERIALS

86 92ND PL 93RD TER 94TH ST CRA G DR NEWTON ST 95TH ST 93RD ST 93RD ST EBY ST GRANDV EW ST HADLEY DR HARDY DR MACKEY ST ANT OCH RD KESSLER ST BENSON ST WOODWARD ST HADLEY ST 96TH ST 95TH TER 96TH ST 98TH TER 99TH ST 96TH TER 97TH ST SLATER LN SLATER ST 97TH TER 98TH ST R 1 HERITAGE FARMS CHEROKEE HILLS C 2 C 3 R 1 CP 1 RP 2 C 2 CP 2 CP 2 CP 2 C 2 CP O C O CP O C 1 R 1 RP 2 R 3 CRAIG ST HARDY ST OODMAN ST EMLOCK ST ADLEY ST MACKEY S GRAND E ER ST DVIEW ST KESSLER 93RD ST R 2 93RD TER KESSLER LN 95TH S T 94TH ST SLATER ST RP 5 ROBI N SON ST ANT DR HAYES ST 94TH TER 95TH R 1 CP O R 1 CP 2 MORNINGVIEW CP 2 CP 2 CP 2 R 1 CP 1 CP 2 CP 2 R 2 CP 2 CP 1 CP O CP O SYLVAN GROVE 95TH TER LOWELL AVE 96TH TER 96TH ST 97TH ST 97TH TER HARDY ST CRAIG DR 98TH ST 98TH CIR BROOKRIDGE WEST HADLEY ST 97TH TER Rezoning PINEHURST ESTATES CP-2 to CP-2 98TH TER 1 inch = 500 feet CRAIG DR 98TH TER

87 WOODWARD ST ANT OCH RD 95TH ST HADLEY DR 96TH ST 97TH ST 96TH ST

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95 EXHIBIT E PROJECT BUDGET

96 EXHIBIT E PROJECT BUDGET VALLEY VIEW SHOPPING CENTER REDEVELOPMENT PROJECT SOURCES AND USES OF FUNDS Total Cost TIF Eligible Developer Land Acquisition Land (10.18 Acre Tract) 3,600,000 3,600,000 Open Development Demolition of Buildings, Lot & Utilities Subtotal Land Acquisition 3,600,000 3,600,000 Remediation of Buildings & Site (environmental/materials/soil) 125, ,000 Demolition of Buildings (& removal 5 buildings) 157, ,500 Demolition of Parking Lot (removal of entire existing lot) 255, ,000 Demolition of Utilities 100, ,000 Open Demolition of Buildings, Lot & Utilities 637, ,500 SiteWork On Site Grading, installation of utilities, parking, curbs, landscaping) 2,150,000 1,720, ,000 Off Site Deceleration lanes, demolition/construction of 95th 190, ,000 Sitework Enhancements (zoning req: fencing, landscaping) 292, ,000 Open SiteWork 2,632,000 2,202, ,000 Buildings: Design & Construction HyVee Construction 6,800,000 6,800,000 Shop s Construction 2, 509, 000 2, 509, 000 Open Buildings: Design & Construction 9,309,000 9,309,000 Subtotal Development 12,578,500 2,839,500 9,739,000 Professional Fees Legal Fees (acquisitions, project approval & financing) 200, ,000 HyVee Architect Fees 325, ,000 Shops Architect Fees 96,500 96,500 Civil Engineering 300, ,200 79,800 Open Subtotal Professional Fees 921, , ,300 Development Fee & Construction Administration Project Construction Management 542, , ,535 City Reimbursed Fees & TIF Fees 150, ,000 Development Fee Interim Taxes & Insurance 224, ,000 Open Subtotal Dev. Fee & Constr. Admin. 916, , ,535

97 EXHIBIT E PROJECT BUDGET VALLEY VIEW SHOPPING CENTER REDEVELOPMENT PROJECT SOURCES AND USES OF FUNDS Tenant Relocations Total Cost TIF Eligible Developer Relocation Expenses 1,100,000 1,100,000 open Tenant Relocations 1,100,000 1,100,000 Project Contingency Contingency 480, , ,235 open Project Contingency 480, , ,235 TOTAL DEVELOPMENT COSTS 19,596,000 6,903,930 12,692,070 Construction Financing Loan Fees & Costs 254, ,000 Construction Interest 810, ,000 Open Subtotal Construction Financing 1,064,000 1,064,000 Leasing Commissions Commission HyVee 210, ,000 Commission Shops 115, ,800 Subtotal Leasing Commissions 325, ,800 TOTAL PROJECT COST 20,985,800 6,903,930 14,081,870 The parties acknowledge that all Reimbursable Expenses will be reimbursed from Public Financing Sources subject to the Public Financing Cap in accordance with the terms of this Agreement, irrespective of whether a particular Certification of Expenditure (or an expenditure itemized therein) is of a different amount or category than as set out in the Project Budget. (Reference Section 4.02 of this Agreement)

98 EXHIBIT F TAX INCREMENT REVENUE TRANSFER MODEL

99 Exhibit E Tax Increment Revenue Transfer Model Valuation Date 01/01/11 Taxes Levied on 08/25/ Sales Tax Collections TIF Taxes Paid 12/20/11 & 05/20/12 Distribution Tax Year 2011 Appraised Value $3,600,000 Total Sales $0 Assessed Value $900,000 Sales Tax Rate 1.000% Tax Rate Sales Tax Collections $0 Property Taxes $71,014 Base Property Tax $70,311 Base Sales Tax $74,473 Incremental Property Tax $703 Incremental Sales Tax $0 % of Increment to Project 100% Total $ Increment to Project $0 Property Tax Increment to Project Cumulative Sales Tax Collections Sales Tax Increment to Project Property Tax Payment Estimated Collection Sales Tax Increment 01/31/12 35, /31/ /28/12 02/28/ /27/12 03/27/ /24/ /24/ /22/12 05/22/ /19/12 06/19/ /17/12 35, /17/ /14/12 08/14/ /11/12 09/11/ /09/ /09/ /06/12 11/06/ /04/12 12/04/ , November December Sales Tax Collections to be paid in January of the following year Valuation Date 01/01/12 Taxes Levied on 08/25/ Sales Tax Collections TIF Taxes Paid 12/20/12 & 05/20/13 Distribution Tax Year 2012 Appraised Value $3,600,000 Total Sales $17,476,580 Assessed Value $900,000 Sales Tax Rate 1.000% Tax Rate Sales Tax Collections $174,766 Property Taxes $71,724 Base Property Tax $70,311 Base Sales Tax $74,473 Incremental Property Tax $1,413 Incremental Sales Tax $100,293 % of Increment to Project 100% Total $ Increment to Project $100,293 Property Tax Increment to Project Cumulative Sales Tax Collections Sales Tax Increment to Project Property Tax Payment Estimated Collection Sales Tax Increment 01/31/13 35, /31/13 11,222 11, /28/13 02/28/13 12,308 23, /31/13 03/31/13 12,867 36, /30/ /30/13 17,196 53, /31/13 05/31/13 14,038 67, /30/13 06/30/13 17,535 85,166 10,693 07/31/13 35, /31/13 14,468 99,634 14,468 25,161 25,868 08/31/13 08/31/13 13, ,173 13,539 09/30/13 09/30/13 15, ,508 15,335 10/31/ /31/13 15, ,263 15,755 44,629 44,629 11/30/13 11/30/13 11, ,016 11,753 12/31/13 12/31/13 18, ,766 18, ,724 1, , ,293 69,790 71,203 0 November December Sales Tax Collections to be paid in January of the following year 30,503 Page 1 of 3

100 Exhibit E Tax Increment Revenue Transfer Model Valuation Date 01/01/13 Taxes Levied on 08/25/ Sales Tax Collections TIF Taxes Paid 12/20/13 & 05/20/14 Distribution Tax Year 2013 Appraised Value $7,207,227 Total Sales $35,828,092 Assessed Value $1,801,807 Sales Tax Rate 1.000% Tax Rate Sales Tax Collections $358,281 Property Taxes $145,028 Base Property Tax $70,311 Base Sales Tax $74,473 Incremental Property Tax $74,717 Incremental Sales Tax $283,808 % of Increment to Project 100% Total $ Increment to Project $283,808 Property Tax Increment to Project Cumulative Sales Tax Collections Sales Tax Increment to Project Property Tax Payment Estimated Collection Sales Tax Increment 01/31/14 72,514 37,359 01/31/14 23,006 23, ,861 02/28/14 02/28/14 25,232 48,238 03/31/14 03/31/14 26,379 74, /30/ /30/14 35, ,869 35,252 35,396 35,396 05/31/14 05/31/14 28, ,648 28,779 06/30/14 06/30/14 35, ,596 35,949 07/31/14 72,514 37,359 07/31/14 29, ,257 29,660 94, ,746 08/31/14 08/31/14 27, ,012 27,756 09/30/14 09/30/14 31, ,450 31,438 10/31/ /31/14 32, ,748 32,298 91,492 91,492 11/30/14 11/30/14 24, ,843 24,095 12/31/14 12/31/14 38, ,281 38, ,028 74, , , , ,495 0 November December Sales Tax Collections to be paid in January of the following year 62,532 Valuation Date 01/01/14 Taxes Levied on 08/25/ Sales Tax Collections TIF Taxes Paid 12/20/14 & 05/20/15 Distribution Tax Year 2014 Appraised Value $8,694,895 Total Sales $37,778,335 Assessed Value $2,173,724 Sales Tax Rate 1.000% Tax Rate Sales Tax Collections $377,783 Property Taxes $176,713 Base Property Tax $70,311 Base Sales Tax $74,473 Incremental Property Tax $106,402 Incremental Sales Tax $303,310 % of Increment to Project 100% Total $ Increment to Project $303,310 Property Tax Increment to Project Cumulative Sales Tax Collections Sales Tax Increment to Project Property Tax Payment Estimated Collection Sales Tax Increment 01/31/15 88,357 53,201 01/31/15 24,259 24, ,734 02/28/15 02/28/15 26,605 50,864 03/31/15 03/31/15 27,815 78,678 4,205 04/30/ /30/15 37, ,849 37,171 41,376 41,376 05/31/15 05/31/15 30, ,195 30,346 06/30/15 06/30/15 37, ,100 37,905 07/31/15 88,357 53,201 07/31/15 31, ,375 31,275 99, ,727 08/31/15 08/31/15 29, ,642 29,267 09/30/15 09/30/15 33, ,791 33,149 10/31/ /31/15 34, ,847 34,056 96,472 96,472 11/30/15 11/30/15 25, ,253 25,406 12/31/15 12/31/15 40, ,783 40, , , , , , ,309 November December Sales Tax Collections to be paid in January of the following year 65,936 Page 2 of 3

101 Exhibit E Tax Increment Revenue Transfer Model Valuation Date 01/01/15 Taxes Levied on 08/25/ Sales Tax Collections TIF Taxes Paid 12/20/15 & 05/20/16 Distribution Tax Year 2015 Appraised Value $8,694,895 Total Sales $38,156,118 Assessed Value $2,173,724 Sales Tax Rate 1.000% Tax Rate Sales Tax Collections $381,561 Property Taxes $178,480 Base Property Tax $70,311 Base Sales Tax $74,473 Incremental Property Tax $108,170 Incremental Sales Tax $307,088 % of Increment to Project 100% Total $ Increment to Project $307,088 Property Tax Increment to Project Cumulative Sales Tax Collections Sales Tax Increment to Project Property Tax Payment Estimated Collection Sales Tax Increment 01/31/16 89,240 54,085 01/31/16 24,501 24, ,021 02/28/16 02/28/16 26,871 51,372 03/27/16 03/27/16 28,093 79,465 4,992 04/24/ /24/16 37, ,008 37,543 42,535 42,535 05/22/16 05/22/16 30, ,657 30,649 06/19/16 06/19/16 38, ,941 38,284 07/17/16 89,240 54,085 07/17/16 31, ,529 31, , ,606 08/14/16 08/14/16 29, ,088 29,559 09/11/16 09/11/16 33, ,568 33,480 10/09/ /09/16 34, ,965 34,397 97,437 97,437 11/06/16 11/06/16 25, ,626 25,660 12/04/16 12/04/16 40, ,561 40, , , , , , ,598 0 November December Sales Tax Collections to be paid in January of the following year 66,596 Valuation Date 01/01/16 Taxes Levied on 08/25/ Sales Tax Collections TIF Taxes Paid 12/20/16 & 05/20/17 Distribution Tax Year 2016 Appraised Value $8,694,895 Total Sales $38,537,679 Assessed Value $2,173,724 Sales Tax Rate 1.000% Tax Rate Sales Tax Collections $385,377 Property Taxes $180,265 Base Property Tax $70,311 Base Sales Tax $74,473 Incremental Property Tax $109,954 Incremental Sales Tax $310,904 % of Increment to Project 100% Total $ Increment to Project $310,904 Property Tax Increment to Project Cumulative Sales Tax Collections Sales Tax Increment to Project Property Tax Payment Estimated Collection Sales Tax Increment 01/31/16 90,133 54,977 01/31/16 24,746 24, ,573 02/28/16 02/28/16 27,140 51,886 03/27/16 03/27/16 28,374 80,260 5,787 04/24/ /24/16 37, ,178 37,918 43,705 43,705 05/22/16 05/22/16 30, ,133 30,956 06/19/16 06/19/16 38, ,801 38,667 07/17/16 90,133 54,977 07/17/16 31, ,704 31, , ,503 08/14/16 08/14/16 29, ,559 29,855 09/11/16 09/11/16 33, ,374 33,815 10/09/ /09/16 34, ,115 34,741 98,411 98,411 11/06/16 11/06/16 25, ,032 25,917 12/04/16 12/04/16 41, ,377 41, , , , , , ,192 November December Sales Tax Collections to be paid in January of the following year 67,262 Page 3 of 3

102 EXHIBIT G ESTIMATED REIMBURSABLE EXPENSES

103 EXHIBIT G ESTIMATED REIMBURSABLE EXPENSES 1 1. Acquisition of property within Redevelopment Project Area $ 3,600, Site preparation (and other costs as indicated below) 2 2,839, Utility relocations Sanitary and storm sewers Drainage conduits Street grading, paving, curbing, guttering and surfacing Street light fixtures, connection and facilities Underground gas, water, heating and electrical services and connections located within the public right-of-way Sidewalks and pedestrian underpasses or overpasses Drives and driveway approaches located within the public right-of-way Water mains and extensions Plazas and arcades Parking facilities, including a multilevel parking facility owned by the developer Landscaping and plantings, fountains, shelters, benches, sculptures, lighting, decorations and similar amenities Related project expenses (includes environmental, geotechnical civil engineering, traffic engineering, project construction management and landscape design fees and tap-on fees). 464,430 TOTAL 3 $ 6,903,930 1 Numbers are taken from Exhibit E. Items 1-15 are the categories of reimbursable expenses under the Act. 2 The aggregate amount shown in item 2, a combination of the amounts shown on Exhibit E under the captions Demolition of Buildings, Lot & Utilities and SiteWork, includes not only site preparation expenses within the meaning of the Act but also expenses in the categories listed in items 3 through The amount of Reimbursable Expenses to be reimbursed will not exceed the Public Financing Cap. In addition, as provided in Section 3.02(f), the Developer will be paid interest on the outstanding balance of the Public Financing Cap if reimbursement is on a pay-as-you-go basis. The parties acknowledge that as provided in Section 4.02 of this Agreement, all Reimbursable Expenses will be reimbursed from Public Financing Sources subject to the Public Financing Cap in accordance with the terms of this Agreement, irrespective of whether a particular Certification of Expenditure (or an expenditure itemized therein) is of a different amount or category than as set out in the Estimated Reimbursable Expenditures.

104 EXHIBIT H ESTIMATED CONSTRUCTION SCHEDULE

105 Estimated Construction Schedule Acquisition of the Shopping Center June 1, 2011 Complete tenant re-locations August 31, 2011 Commence demolition & construction of Phase I Fall 2011 Complete Phase I & Open Hy-Vee Fall 2012 Commence construction of Phase II Complete Phase II Upon sufficient market demand Approximately 6 9 months after commencement of construction

106 EXHIBIT I EQUITY IRR FORMULA

107 EXHIBIT I - EQUITY IRR FORMULA VALLEY VIEW PROJECT PRO FORMA Revenue Rent s.f. HyVee 83, ,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Financial Institution 4, Small Shops 14, Total Potential Gross Rental Income - 585,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Less: Vacancy Allowance Gross Income 102, ,340 1,170,680 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Expenses General & Administrative 2.00% - 11,707 23,414 23,414 23,414 23,414 24,116 24,116 24,116 24,116 Non-Reimbursed Expenses 0.00% included in G&A Management Fee 1.00% on Fin Inst & Small Shops Only Total Expenses 2.0% - 11,707 23,414 23,414 23,414 23,414 24,116 24,116 24,116 24,116 NET OPERATING INCOME - 573,633 1,147,266 1,147,266 1,147,266 1,147,266 1,181,684 1,181,684 1,181,684 1,181,684 Debt Service Hy Vee - (633,115) (1,266,230) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) Financial Institution & Small Shops Open NET INCOME AFTER DEBT & RESERVES - (59,482) (118,964) (14,705) (14,705) (14,705) 19,713 19,713 19,713 19,713 Net Proceeds to Developer Equity Reversion Year 20 Loan Payoff HyVee 1,242,000 Loan Payoff Small Shops Sales Price - NOI 8.75% Less marketing \ Sales costs of 5% (62,100) Less Remaining Debt Net Sales Proceeds - - 1,179, Developer Equity (4,536,709) Net Income / Return to Equity (4,536,709) (59,482) 1,060,936 (14,705) (14,705) (14,705) 19,713 19,713 19,713 19,713 Equity IRR 7.2% Project Return (20,400,460) 2,350,580 1,170,680 1,170,680 1,170,680 1,205,800 1,205,800 1,205,800 1,205,800 Project IRR 5.4% Tax Increment Applied to Project , , , , , , , , ,970 CUMULATIVE VALUE 8,714,163 NET PRESENT VALUE (NPV) 7.00% 4,059,479 Net Income / Return to Equity INCLUDING TIF PROCEEDS (4,536,006) 41,958 1,418, , , , , , , ,683 Equity IRR 13.7% Project Return (20,299,020) 1,528,460 1,579,590 1,585,130 1,590,720 1,631,490 1,637,190 1,642,950 1,648,770 Project IRR 7.3% Exhbit I - page 1 of 4

108 VALLEY VIEW PROJECT PRO FORMA Revenue Rent HyVee Financial Institution Small Shops Total Potential Gross Rental Income Less: Vacancy Allowance Gross Income Expenses General & Administrative Non-Reimbursed Expenses Management Fee Total Expenses NET OPERATING INCOME EXHIBIT I - EQUITY IRR FORMULA ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279, ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279, ,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 1,279,234 24,116 24,839 24,839 24,839 24,839 24,839 25,585 25,585 25,585 25,585 25, ,116 24,839 24,839 24,839 24,839 24,839 25,585 25,585 25,585 25,585 25,585 1,181,684 1,217,135 1,217,135 1,217,135 1,217,135 1,217,135 1,253,649 1,253,649 1,253,649 1,253,649 1,253,649 Debt Service Hy Vee Financial Institution & Small Shops Open NET INCOME AFTER DEBT & RESERVES (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) (1,161,972) ,713 55,163 55,163 55,163 55,163 55,163 91,677 91,677 91,677 91,677 91,677 Net Proceeds to Developer Equity Reversion Year Loan Payoff HyVee Loan Payoff Small Shops Sales Price - NOI Less marketing \ Sales costs of Less Remaining Debt Net Sales Proceeds Developer Equity Net Income / Return to Equity ,327,417 (716,371) ,611,046 19,713 55,163 55,163 55,163 55,163 55,163 91,677 91,677 91,677 91,677 13,702,723 Project Return 1,205,800 1,241,974 1,241,974 1,241,974 1,241,974 1,241,974 1,279,234 1,279,234 1,279,234 1,279,234 14,890,280 Tax Increment Applied to Project 448, , , , , , , , , , ,930 CUMULATIVE VALUE NET PRESENT VALUE (NPV) Net Income / Return to Equity INCLUDING 468, , , , , , , , , ,117 14,213,653 Project Return 1,654,640 1,696,754 1,702,744 1,708,794 1,714,914 1,721,084 1,764,584 1,770,884 1,777,244 1,783,674 15,401,210 Exhbit I - page 2 of 4

109 VALLEY VIEW TIF ANALYSIS Property &Sales Tax Increment EXHIBIT I - EQUITY IRR FORMULA PROPERTY TAX INCREMENT MARKET VALUE FOR PROPERTY TAX USING SIMILAR PROPERTIES 1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015 1/1/2016 1/1/2017 1/1/2018 1/1/2019 for FY 2011 for FY 2012 for FY 2013 for FY 2014 for FY 2015 for FY 2016 for FY 2017 for FY 2018 for FY 2019 for FY 2020 Market Value of Property $3,600,000 $3,600,000 $3,600,000 $7,207,227 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 PROPERTY TAX RATE 2010 levy 2011 levy 2012 levy 2013 levy 2014 levy 2015 levy 2016 levy 2017 levy 2018 levy 2019 levy for FY 2011 for FY 2012 for FY 2013 for FY 2014 for FY 2015 for FY 2016 for FY 2017 for FY 2018 for FY 2019 for FY 2020 Property Tax Growth Rate 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Property Tax Rate in mills CALCULATION OF PROPERTY TAX INCREMENT Base Valuation Market Value 1 1 value $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 Assessed Value AV % 25% $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 (Base) Property Tax Revenue $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 Value After Redevelopment Appraised Value $3,600,000 $3,600,000 $3,600,000 $7,207,227 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 Assessed Value AV % 25% $900,000 $900,000 $900,000 $1,801,807 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 Property Tax Revenue $70,311 $71,014 $71, $145,028 $176, $178,480 $180,265 $182,068 $183, $185,727 PROPERTY TAX INCREMENT $0 $703 $1,413 $74,717 $106,402 $108,170 $109,954 $111,757 $113,578 $115,417 SALES TAX INCREMENT Base Sales Tax Total Base Sales 2010 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 Sales Tax Collections sales tax rate 1% $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 After Redevelopment Total Est Sales 37,100,000 sales per foot $ Total s.f. 102,920 Sales Tax Growth Rate 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Total Project Sales $7,447,286 $0 $17,476,580 $35,828,092 37,778,335 $38,156,118 $38,537,679 $38,923,056 $39,312,286 $39,705,409 Sales Tax Collections sales tax rate 1% $74,473 $0 $174,766 $358,281 $377,783 $381,561 $385,377 $389,231 $393,123 $397,054 TOTAL INCREMENTAL SALES TAX REVENUE $0 $0 $100,293 $283,808 $303,310 $307,088 $310,904 $314,758 $318,650 $322,581 SALES TAX INCREMENT % $0 $0 $100,029 $283,061 $302,512 $306,280 $310,086 $313,930 $317,812 $321,733 TOTAL TAX INCREMENT $0 $703 $101,442 $357,778 $408,915 $414,450 $420,040 $425,687 $431,389 $437,149 Exhibit I page 3 of 4

110 EXHIBIT I - EQUITY IRR FORMULA VALLEY VIEW TIF ANALYSIS Property &Sales Tax Increment PROPERTY TAX INCREMENT MARKET VALUE FOR PROPERTY TAX USING SIMILAR PROPERTIES PROPERTY TAX RATE Market Value of Property Property Tax Growth Rate Property Tax Rate CALCULATION OF PROPERTY TAX INCRE Base Valuation Market Value Assessed Value (Base) Property Tax Revenue Value After Redevelopment Appraised Value Assessed Value Property Tax Revenue PROPERTY TAX 1/1/2020 1/1/2021 1/1/2022 1/1/2023 1/1/2024 1/1/2025 1/1/2026 1/1/2027 1/1/2028 1/1/2029 1/1/2030 1/1/2031 for FY 2021 for FY 2022 for FY 2023 for FY 2024 for FY 2025 for FY 2026 for FY 2027 for FY 2028 for FY 2029 for FY 2030 for FY 2031 for FY 2032 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694, levy 2021 levy 2022 levy 2023 levy 2024 levy 2025 levy 2026 levy 2027 levy 2028 levy 2029 levy 2030 levy 2031 levy for FY 2021 for FY 2022 for FY 2023 for FY 2024 for FY 2025 for FY 2026 for FY 2027 for FY 2028 for FY 2029 for FY 2030 for FY 2031 for FY % 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $3,600,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $70,311 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $8,694,895 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $2,173,724 $187,585 $189,460 $191,355 $193,269 $195,201 $197, $199, $201, $203,127 $205,158 $207, $209, $117,274 $119,150 $121,044 $122,958 $124,891 $126,843 $128,814 $130,805 $132,816 $134,848 $136,899 $138,971 SALES TAX INCREMENT Base Sales Tax Total Base Sales Sales Tax Collections $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $7,447,286 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 $74,473 After Redevelopment Sales Tax Growth Rate Total Project Sales Sales Tax Collections 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% $40,102,463 $40,503,488 $40,908,523 $41,317,608 $41,730,784 $42,148,092 $42,569,573 $42,995,269 $43,425,221 $43,859,474 $44,298,068 $44,741,049 $401,025 $405,035 $409,085 $413,176 $417,308 $421,481 $425,696 $429,953 $434,252 $438,595 $442,981 $447,410 TOTAL INC SALES TAX $326,552 $330,562 $334,612 $338,703 $342,835 $347,008 $351,223 $355,480 $359,779 $364,122 $368,508 $372,938 $325,693 $329,692 $333,732 $337,812 $341,933 $346,095 $350,299 $354,545 $358,833 $363,164 $367,538 $371,956 TOTAL TAX $442,966 $448,842 $454,776 $460,770 $466,823 $472,938 $479,113 $485,350 $491,649 $498,012 $504,438 $510,928 Exhibit I page 4 of 4

111 EXHIBIT J ESTIMATED CITY EXPENSES

112 EXHIBIT J ESTIMATED CITY EXPENSES Expense Category Estimated Cost 1 Legal Fees Kutak Rock, LLP 2 (for establishment of District, preparation of Conservation Area Study, approval of Redevelopment Project Plan and preparation of Redevelopment Agreement does not include bond issuance or implementation of pay-as-you-go reimbursement) $ City TIF Fees due upon execution of Agreement 3 $ 20, Miscellaneous administrative expense 4 (e.g. postage, newspaper publication, etc.) $ TOTAL 5 $ 1 Less $10,000 previously deposited with City and paid under the Funding Agreement. 2 Actual Legal Fees will be inserted upon execution of the agreement. 3 City TIF fees include $10,000 for Redevelopment District Approval, plus 1% of Public Financing Cap (expected to be $40,595) for Redevelopment Project Plan approval of which $10,000 is payable upon execution of Agreement and balance is payable with first increment disbursement or issuance of TIF Bonds. 4 Actual expenses will be inserted upon execution of the agreement. 5 Total expenses will be inserted upon execution of the agreement and after all fees have been inserted.

113 EXHIBIT K FORM OF CERTIFICATION OF EXPENDITURE

114 EXHIBIT K FORM OF CERTIFICATION OF EXPENDITURE CERTIFICATION OF EXPENDITURE VALLEY VIEW REDEVELOPMENT PROJECT Governing Body of the City of Overland Park, Kansas Date: Certification # In accordance with the Redevelopment Agreement dated [February], 2011 (the Agreement ), between the City of Overland Park, Kansas (the City ), Hy-Vee, Inc. (the Developer ) and The R.H. Johnson Company ( RHJ ), the Developer hereby certifies, with respect to all payment amounts requested pursuant to this Certificate to be reimbursed to the Developer, as follows: 1. To the best of my knowledge, all amounts are Reimbursable Expenses that are reimbursable to the Developer pursuant to the Agreement. 2. All amounts have been advanced by the Developer for redevelopment project costs in accordance with the Agreement and represent the fair value of work, materials or expenses. 3. No part of such amounts has been the basis for any previous request for reimbursement under the Agreement. The Developer further certifies that all insurance policies which are required to be in force under the Agreement are in full force and effect and that the Developer is in compliance, in all material respects, with all further terms of the Agreement. The total amount of reimbursement requested by this Certificate is $ which amount is itemized on Attachment A attached hereto and which Exhibit A includes page(s), is incorporated herein by reference and has been initialed by the authorized representative of the Developer who signed this Certificate. HY-VEE, INC. By: Its

115 ATTACHMENT A TO CERTIFICATION OF EXPENDITURE VALLEY VIEW REDEVELOPMENT PROJECT PAGE OF Date: Certification # DESCRIPTION OF EXPENSE (ATTACH ADDITIONAL SUPPORTING DOCUMENTATION) Amount of Expense $ $ $ $ TOTAL EXPENSES Initials of Developer

116 EXHIBIT L-1 PHASE I ENVIRONMENTAL SITE ASSESSMENT

117 July 9, 2010 Project No , Task 2 Mr. Jeffrey T. Stein, PE Hy-Vee, Inc. Engineering Department 5820 Westown Parkway West Des Moines, Iowa RE: Phase I Environmental Site Assessment New Hy-Vee Retail Store Southeast of 95 th Street and Antioch Road Overland Park, Johnson County, Kansas Dear Mr. Stein: Enclosed are two copies of the Phase I Environmental Site Assessment (ESA) for the above-referenced property. This Phase I ESA Report has been prepared for the exclusive reliance of Hy-Vee, Inc. Reliance by any other party, except governmental agencies, is prohibited without the written authorization of both Kleinfelder and our Client. We appreciate the opportunity to provide these services to you. Should you have any questions or comments regarding this report, please feel free to contact the undersigned. Respectfully submitted, KLEINFELDER Scott K. Beadleston Environmental Group Manager / LEN10R Kleinfelder 7802 Barton, Lenexa, KS p f

118 PHASE I ENVIRONMENTAL SITE ASSESSMENT NEW HY-VEE RETAIL STORE OVERLAND PARK, KANSAS Project No Task 2 July 9, / LEN10R073 i of iv 2010 Kleinfelder

119 A Report Prepared for: Mr. Jeffrey T. Stein, PE Hy-Vee, Inc. Engineering Department 5820 Westown Parkway West Des Moines, Iowa PHASE I ENVIRONMENTAL SITE ASSESSMENT NEW HY-VEE RETAIL STORE SOUTHEAST OF 95 TH STREET AND ANTIOCH ROAD OVERLAND PARK, JOHNSON COUNTY, KANSAS Project No Task 2 July 7, 2010 Lisa G. Messinger, PG Project Professional Christopher Busch, E.I.T Project Professional 7802 Barton Lenexa, Kansas p f This document was prepared for use only by the client, only for the purposes stated, and within a reasonable time from issuance, but in no event later than those specified by ASTM. Non-commercial, educational, and scientific use of this report by regulatory agencies is regarded as a fair use and not a violation of copyright. Regulatory agencies may make additional copies of this document for internal use. Copies may also be made available to the public as required by law. The reprint must acknowledge the copyright and indicate that permission to reprint has been received / LEN10R073 ii of iv 2010 Kleinfelder

120 TABLE OF CONTENTS SECTION PAGE 1 EXECUTIVE SUMMARY FINDINGS INTRODUCTION PURPOSE DETAILED SCOPE-OF-SERVICES ADDITIONAL SERVICES SIGNIFICANT ASSUMPTIONS LIMITATIONS AND EXCEPTIONS SPECIAL TERMS AND CONDITIONS SITE DESCRIPTION LOCATION AND LEGAL DESCRIPTION CURRENT/PROPOSED USE OF THE PROPERTY DESCRIPTION OF STRUCTURES/IMPROVEMENTS PHYSICAL SETTING RECORDS REVIEW STANDARD ENVIRONMENTAL RECORD SOURCES RESULTS OF DATABASE SEARCH ORPHAN LIST OTHER RECORDS REVIEWED/AGENCIES CONTACTED USER PROVIDED INFORMATION HISTORY OF THE SITE AERIAL PHOTOGRAPHS FIRE INSURANCE MAPS CITY DIRECTORIES HISTORICAL TOPOGRAPHIC MAP REVIEW ADDITIONAL OR PREVIOUS INVESTIGATIONS SITE RECONNAISSANCE METHODOLOGY AND LIMITING CONDITIONS GENERAL SITE SETTING SITE OBSERVATIONS RESULTS OF SITE RECONNAISSANCE CURRENT USES OF ADJOINING PROPERTIES INTERVIEWS INTERVIEW WITH PROPERTY OWNER/REPRESENATIVE INTERVIEWS WITH GOVERNMENT OFFICIALS INTERVIEW WITH CLIENT EVALUATION FINDINGS DE MINIMIS CONDITIONS / LEN10R073 iii of iv July 9, Kleinfelder

121 8.3 HISTORICAL RECOGNIZED ENVIRONMENTAL CONDITIONS DATA GAPS DEVIATIONS AND ADDITIONAL SERVICES REFERENCES ACRONYMS FIGURES 1 General Site Location Map 2 Topographical Map 3 Boring Locations APPENDICES A B C D E Qualifications of Environmental Professionals Regulatory Agency Database Report Photographic Documentation Supporting Materials Laboratory Analytical Report / LEN10R073 iv of iv July 9, Kleinfelder

122 PHASE I ENVIRONMENTAL SITE ASSESSMENT NEW HY-VEE RETAIL STORE OVERLAND PARK, KANSAS 1 EXECUTIVE SUMMARY A Phase I Environmental Site Assessment (ESA) was performed for Hy-Vee, Inc. for the property located at the southeast corner of 95 th Street and Antioch Road, Overland Park, Johnson County, Kansas. (See Figure 1, General Site Location Map). This report was prepared in general accordance with ASTM International (ASTM), Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E and requirements set forth in Work Order No. 1 dated June 8, 2010 pursuant to the Master Services Agreement LEN10C059 between Hy-Vee, Inc. and Kleinfelder. Project Information: User of this report: Reason for Phase I ESA: Hy-Vee, Inc. Due diligence prior to acquisition Site Information: Site Name: New Hy-Vee Retail Store Location: Southeast Corner of 95 th Street and Antioch Road Site Acreage: Approximately 10 acres Reconnaissance Date: June 14, 2010 The subject site has five (5) multi-unit, retail structures and a large parking lot structure. Several Site Description: units were vacant; however, several units were occupied with various businesses including Pride Cleaners on the northwestern portion of the property and Sherwin Williams on the southern portion of the property. A brief summary of the site and surrounding area is provided below. Site and Surrounding History: The site was undeveloped present The site was developed with several commercial structures. The surrounding area was mainly developed with commercial and residential neighborhoods. 1.1 FINDINGS Kleinfelder has performed this Phase I ESA in conformance with the scope and limitations of ASTM E1527 and our work order and authorizing agreement with Hy-Vee, / LEN10R073 Page 1 of 41 July 9, Kleinfelder

123 Inc. Any exceptions to, or deletions from, this scope are described in Section 2.0 and/or in applicable sections of this report. The following Recognized Environmental Conditions (RECs) were identified during the completion of this report. Pride Cleaners: According to the EDR regulatory database, Pride Cleaners (address 8601 West 95 th Street) located on the northwestern portion of the site is listed in the RCRA permitting database as a historical small quantity generator (SQG) of cadmium (D006), chromium (D007), lead (D008), tetrachloroethylene (D039), trichloroethylene (D040), and spent halogentated solvents (F002). Additionally, a spill notification was received by the Kansas Department of Health and Environment (KDHE) for the Pride Cleaners at this address in 1999 at which time a solvent (tetrachloroethylene) spill had occurred within the interior of the building. During a site visit on June 14, 2010, indications of historical drycleaning operations were observed in the backroom. Floor staining was observed in this backroom, and a pipe leading to the exterior of the building was observed. Unused drycleaning equipment was also observed being stored at this location. Several floor scars and bolts were also observed within the back portion of the building. Based on analytical results for soil and groundwater samples collected on June 16, 2010 within the vicinity of the Pride Cleaners, no VOC impacts were indicated. No further assessment is recommended at this time. Based on a review of the regulatory database, several adjacent properties were considered RECs including the following: 7-Eleven Service Station: Located across the street and northwest of the subject site, the 7-Eleven (address 8700 West 95 th Street) is listed as an active leaking underground storage tank (LUST) site (No. U ), initially reported in April Based on the regulatory status, lack of groundwater sample analysis southeast of the 7-Eleven, and its location adjacent and crossgradient from the subject site, the 7-Eleven is considered a REC. Based on analytical results for groundwater samples collected on June 16, 2010 on the northwestern portion of the subject site, no petroleum hydrocarbon impacts were indicated. No further assessment is recommended at this time / LEN10R073 Page 2 of 41 July 9, Kleinfelder

124 Cherokee Laundry & Dry Cleaner: According to the regulatory database, Cherokee Laundry & Dry Cleaner (address 8800 West 95 th Street), located across the street and northwest of the subject site, entered into the KDHE Drycleaning Trust Fund Program in September 2007 with confirmed soil and groundwater volatile organic compound (VOC) contamination. The delineation of VOCs in groundwater has not yet been completed. Based on the regulatory status, and its location crossgradient to the subject site, the Cherokee Laundry & Dry Cleaner is considered a REC. Based on analytical results for groundwater samples collected on June 16, 2010 on the western portion of the subject site, no VOC impacts were indicated. No further assessment is recommended at this time. Superior Dry Cleaners: According to the regulatory database, Superior Dry Cleaners (address 9529 Antioch Road), located adjacent to and south of the subject site, entered into the KDHE Drycleaning Trust Fund Program in February 1997 with confirmed groundwater VOC contamination. Based on the regulatory status, and its location adjacent to the subject site, Superior Dry Cleaners is considered a REC. Based on analytical results for groundwater samples collected on June 16, 2010 on the southwestern portion of the subject site, no VOC or petroleum hydrocarbon impacts were indicated. No further assessment is recommended at this time. ConocoPhillips/Circle K Service Station: The Circle K (address 8401 West 95 th Street) located adjacent to the northeast of the subject site, is registered with two (2) currently in use 15,000-gallon, gasoline USTs installed in The Circle K is also registered as having three (3) permanently out of use 12,000-gallon gasoline USTs installed in 1983 and removed in The Circle K was also listed as a closed LUST site (U ). The ConocoPhillips site was also listed as a closed LUST site (U ). Based on the lack of sampling southwest of the ConocoPhillips/Circle K, and its location adjacent to and upgradient from the subject site, the ConocoPhillips/Circle K is considered a REC. The groundwater sample collected from boring location B-1, located directly south of the current ConocoPhillips/Circle K service station and southeast of their fuel USTs, exhibited a concentration of MTBE ( mg/l) above laboratory method detection / LEN10R073 Page 3 of 41 July 9, Kleinfelder

125 limits, but below the KDHE risk-based standards for Kansas (RSK) of 0.02 mg/l. The release of MTBE is likely from the off-site ConocoPhillips/Circle K service station (UST Facility ID: 26884) and has impacted the site. While the identified concentration does not exceed current KDHE reporting requirements, MTBE is often found at the leading edge of petroleum releases and may be an indication that a release is recent and future concentrations may increase. Kleinfelder recommends communication of the identified release to the KDHE, which may require the off-site ConocoPhillips UST facility to evaluate soil and groundwater at their property and potentially reduce future impact to the site. Finally, typical maintenance and cleaning chemicals were observed in most of the occupied units. Paints were stored in some unoccupied units including 9522 Hadley and 8427 West 95 th Street. Several 5-gallon containers of chemical products (for retail sales) including xylene, toluene, mineral spirits, and paint thinners, were stored in the back stockroom of the Sherwin Williams Paint Store at 8501 West 95 th Street. Kleinfelder recommends that that all empty and full containers and their contents (paints, stains, varnishes, thinners, mineral spirits and cleaning chemicals) are properly disposed of off-site / LEN10R073 Page 4 of 41 July 9, Kleinfelder

126 2 INTRODUCTION The following report is a summary of work performed using the guidelines set forth in the ASTM Standard E , Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM Standard). This report was prepared in general conformance with the ASTM Standard s suggested table of contents. Minor format modifications have been made to aid the presentation of our findings. The subject property is hereafter referred to as the site or subject site. 2.1 PURPOSE The purpose of this Phase I ESA is to identify, to the extent feasible pursuant to the approved scope of work, and limitations discussed in this report, Recognized Environmental Conditions (RECs) and other environmental issues, as requested, related to the site. As defined in the ASTM Standard, a REC is: The presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, ground water, or surface water of the property. The term includes hazardous substances or petroleum products even under conditions in compliance with laws. The term is not intended to include de minimis conditions that generally do not present a threat to human health or the environment and that generally would not be the subject of an enforcement action if brought to the attention of appropriate governmental agencies. Conditions determined to be de minimis are not recognized environmental conditions. Further, a Phase I ESA can be used to satisfy all appropriate inquiry (AAI; 40 CFR 312) regarding previous ownership and uses of a property and to satisfy certain aspects of the requirements to qualify as an innocent landowner, contiguous property owner, or bona fide prospective purchaser as outlined in the CERCLA, 42 USC 9601(35) and 9607(b) (3). Additional considerations beyond ASTM E1527 requirements can be included in this process to allow consideration of other business environmental risks / LEN10R073 Page 5 of 41 July 9, Kleinfelder

127 2.2 DETAILED SCOPE-OF-SERVICES The following sections describe Kleinfelder s work scope: Section 2, Introduction, includes a discussion of the purpose/reason for performing the Phase I ESA, additional services requested by the Client (i.e., an evaluation of business environmental risk factors associated with the subject site), significant assumptions (i.e., property boundaries if not marked in the field), limitations, exceptions, and special terms and conditions (i.e., contractual), and user reliance parameters. Section 3, Site Description, is a compilation of information concerning the site location, legal description (as provided), current and proposed future use of the subject site, a description of structures and improvements on site at the time of Kleinfelder s assessment, and adjoining property use. Section 4, Records Review, is a compilation of Kleinfelder s review of several databases available from Federal, State, and local regulatory agencies regarding hazardous substance/petroleum product use, storage, or disposal at the subject site; and for off-site facilities within the search distance specified in the ASTM Standard. Records provided by the Client are summarized and copies of relevant documents are included in the appendices of this report. Physical setting sources (including topography, soil and groundwater conditions) and typical Client-provided information (i.e., title records, environmental liens, specialized knowledge, valuation reduction for environmental issues, and owner, property manager, and occupant information) are also summarized in this section. Other interviews with parties knowledgeable about the subject site (including the Client) are included in Section 7. Section 5, History of the Site, summarizes the history of the site and adjoining properties. This site history is based on various sources which may include: a review of historical aerial photographs, fire insurance maps, city or suburban directories, historical topographic maps, building department records, and results of previous site assessments. Section 6, Site Reconnaissance, documents Kleinfelder s observations during the site reconnaissance. The methodology used and limiting conditions are described. Section 7, Interviews, is a summary of telephone, electronic, and/or personal interviews conducted with parties that may provide insight into potential environmental concerns at the site. This may include the owner/operators, occupants/tenants, local government officials, and the Client. Additional interview sources may be contacted if key site managers are not available prior to production of this report, and may include adjoining landowners and people with historical knowledge of the area / LEN10R073 Page 6 of 41 July 9, Kleinfelder

128 Section 8, Evaluation, is a presentation of our evaluation regarding the information in Sections 3 through 7, and presents our findings regarding the presence of RECs connected with the site, and recommendations if required by the Client. Section 9, References, is non-comprehensive listing of several sources cited in completing the report. Section 10, Acronyms, is a summary of some of the common acronyms used in the production of this report. Pertinent documentation regarding the subject site is included in appendices of this report. 2.3 ADDITIONAL SERVICES Common ASTM Standard non-scope considerations include: asbestos-containing materials, radon, lead-based paint, lead in drinking water, wetlands, regulatory compliance, vapor intrusion assessment, cultural and historical resources, industrial hygiene, health and safety, ecological resources, endangered species, indoor air quality, and high voltage power lines. An evaluation of selected business environmental risks associated with the site was conducted including the field sampling of soil and groundwater for laboratory analysis. Field sampling is addressed in Section 8.5, Deviations and Additional Services. 2.4 SIGNIFICANT ASSUMPTIONS The findings in this report reflect our observations based on visual inspections, examination of available public records, and interviews with individuals associated with or potentially having useful knowledge of the site. The passage of time, manifestation of latent conditions, or occurrence of future events may require further study at the site; analysis of the data; and re-evaluation of the findings, observations, and/or conclusions in the report. Further, this report includes unverified information supplied to Kleinfelder by third-party sources. While efforts have been made to substantiate this third-party information, Kleinfelder cannot guarantee its completeness or accuracy / LEN10R073 Page 7 of 41 July 9, Kleinfelder

129 2.5 LIMITATIONS AND EXCEPTIONS Phase I ESAs are non-comprehensive by nature, may not identify all possible environmental concerns, and will not eliminate all risk at a site. This report is a qualitative assessment. Kleinfelder offers a range of investigative and engineering services to suit the needs of our clients, including more quantitative investigations. Although risk can never be eliminated, more detailed and extensive investigations can yield more information, which in turn, may help the Client understand and better manage potential risks. Since such detailed services involve greater expense, we ask our clients to participate in identifying the level of service that will provide them with an acceptable level of risk. Please contact the signatories of this report if you would like to discuss this issue of risk further. Kleinfelder performed this Phase I ESA in general accordance with the guidelines set forth in the ASTM Standard, and the proposed scope subsequently approved by our Client. No warranty, either expressed or implied, is made. Environmental issues not specifically addressed in this report were beyond the scope of our services and not included in our evaluation. In accordance with the ASTM Standard, this report may be used by the Client to satisfy AAI within a reasonable time from its issuance, but in no event later than one year from the date of the report. Land or facility use, on- and off-site conditions, regulations, or other factors may change over time, and additional work may be required with the passage of time. Portions of this report should not be relied upon after 180 days from the date of its issuance (ASTM Standard, Section 4.6) if used to satisfy AAI. This report has been prepared for the exclusive reliance of Hy-Vee, Inc. Reliance by any other party, except governmental agencies, is prohibited without the written authorization of both Kleinfelder and the Client. Based on the intended use of the report, Kleinfelder may require that additional work be performed and that an updated report be issued. The limited sampling performed during this investigation was conducted to provide a general indication of soil and groundwater quality within the study area. Limited assessments such as this are non-comprehensive by nature and are unlikely to identify all environmental problems / LEN10R073 Page 8 of 41 July 9, Kleinfelder

130 2.6 SPECIAL TERMS AND CONDITIONS At times our scope of work requires that our services be performed in a confidential manner and that our efforts to obtain information and records be limited to contacting those parties with knowledge of this effort, knowledge of a potential impending sale, or parties specifically provided as contacts for this work. All interaction with public employees, regulatory entities, or other parties can be limited by this confidentiality request to minimize disclosure of information related to the assessment or its purposes / LEN10R073 Page 9 of 41 July 9, Kleinfelder

131 3 SITE DESCRIPTION The site description is presented in this section and describes the condition of the site at the time of the Phase I ESA. The site location is shown on Figure 1 (General Site Location Map) and Figure 2 (Topographical Map). 3.1 LOCATION AND LEGAL DESCRIPTION The information presented below provides the physical location and description of the site. This information was obtained from review of various maps (such as topographic maps and tax assessor maps), aerial photographs, public records at city and/or county offices, interviews, and/or information provided by the Client. Site Information: Site Name: Location: Legal Description: Site Acreage: New Hy-Vee Retail Store Southeast corner of 95th Street and Antioch Road NW ¼, NW ¼, Section 6, Township 13 South, Range 25 East Approximately 10 acres 3.2 CURRENT/PROPOSED USE OF THE PROPERTY Current/Proposed Use: Site Operations: Planned Future Use: The subject site has five (5) multi-unit, retail structures and a large parking lot structure. Several units were vacant; however, several units were occupied with various businesses including Pride Cleaners on the northwestern portion of the property and Sherwin Williams on the southern portion of the property. Hy-Vee Retail Store with parking lot structure, eight (8) unit retail building and a bank with parking lot structure. 3.3 DESCRIPTION OF STRUCTURES/IMPROVEMENTS The subject site has five (5) multi-unit, retail structures. Several units were vacant; however, several units were occupied with various businesses including Pride Cleaners on the northwestern portion of the property and Sherwin Williams on the southern portion of the property. A large asphalt parking lot structure exists on the central portion of the site. At the time of site reconnaissance, buildings adjacent and west of the subject site were in the process of being constructed / LEN10R073 Page 10 of 41 July 9, Kleinfelder

132 3.4 PHYSICAL SETTING As part of the Phase I ESA process, Kleinfelder utilized multiple sources to develop an understanding of the site and surrounding area s physical setting. This information was obtained from published data and maps, interviews with public agencies, and/or from previous investigations conducted by Kleinfelder in the vicinity of the site. Physical Setting: Topography: The site is located at an approximate elevation of 939 feet above sea level (asl) and the topographic relief is gently sloping towards the south-southwest. Predominant Soil Component Name: Grundy Soil Surface Texture: Silt loam Soil: Hydrologic Group: Class C Slow infiltration rates. Soils with layers impeding downward movement of water, or soils with moderately fine or fine textures. Soil Drainage Class: Somewhat poorly drained Era: Paleozoic Category: Stratifed sequence of limestone and shale with minor sandstone and coal seams Geology: System: Pennsylvanian Series: Missourian Group: Kansas City Group; interbedded layers of limestone, shale and some sandstone Based on drilling conducted as part of a Geotechnical and Phase II ESA investigation in July 2010, Hydrogeology: shallow bedrock was not encountered in any of the boring advanced to approximately feet below ground surface (bgs). Shallow groundwater was encountered at approximately bgs. Surface Water: No permanent surface water bodies were identified on the site. Surface water and storm water in the general area flows to the southeast towards a tributary of Indian Creek. Floodplain: The site was not listed as being within a 100- or 500-year floodplain zone. A 500-year floodplain zone exists adjacent to and south of the site. Groundwater The estimated direction of groundwater flow on the site is to the south-southwest, based on gradient: topographical data for the site and surrounding area. Information Sources included: USGS Topographic Map; 7.5 Series, Lenexa, Kansas, 1963; Photorevised: 1970 and 1975 EDR Radius Map Report with Geocheck, Inquiry Number: r Kleinfelder, Geotechnical Engineering Report, July / LEN10R073 Page 11 of 41 July 9, Kleinfelder

133 4 RECORDS REVIEW 4.1 STANDARD ENVIRONMENTAL RECORD SOURCES The purpose of the records review is to obtain and review records that would help to evaluate RECs in connection with the subject site and bordering properties. Federal, state and local regulatory agencies publish databases or "lists" of businesses and properties that handle hazardous materials or hazardous waste, or are the known location of a release of hazardous substances to soil and/or groundwater. These databases are available for review and/or purchase at the regulatory agencies, or the information may be obtained through a commercial database service. Kleinfelder contracted a commercial database service, Environmental Data Resources, Inc. (EDR), of Milford, Connecticut (Report No r) to perform the government database search for listings within the appropriate ASTM minimum search distance of the site. A description of the types of information contained in each of the databases reviewed and the agency responsible for compiling the data is also included in the EDR Report. The EDR database search results are presented in Appendix B, and include the databases summarized in Table 4-1. TABLE 4-1 RECORDS REVIEW SEARCH DISTANCE FEDERAL DISTANCE FINDINGS NPL, Proposed NPL, Delisted NPL, CORRACTS, DOD, FUDS, CONSENT 1 - mile 0 CERCLIS, CERC-NFRAP, RCRA-TSD, US Eng Controls, US NST Controls, US Brownfield s, UMTRA, ODI, LUCIS ½ - mile 0 RCRA-LQG, RCRA-SQG, Mines, RCRA-NonGen, RCRA-CESQG ¼ - mile 12 NPL Recovery, ERNS, HMIRS, TRIS, TSCA, FTTS, SSTS, ICIS, PADS, MLTS, FINDS, RAATS ¼ - mile 0 STATE/LOCAL DISTANCE FINDINGS State Hazardous Waste (SHW), Solid Waste (SWF/LF), Manufactured Gas Plants (MPG) 1 - mile 3 State LUST, CO. TRUST, VCP, Institutional Controls, Brownfield Sites ½ - mile 9 UST, AST ¼ - mile 5 CO ERNS, CLD, PERMITS, AIRS, Asbestos, Drycleaners ¼ - mile / LEN10R073 Page 12 of 41 July 9, Kleinfelder

134 TABLE 4-1 (continued) RECORDS REVIEW SEARCH DISTANCE TRIBAL RECORDS DISTANCE FINDINGS INDIAN RESERVE, INDIAN LUST ½ - mile 0 INDIAN UST ¼ - mile 0 Note: Database acronyms are defined in the EDR report provided in Appendix B. EDR utilizes a geographical information system to plot the locations of reported spills, leaks, incidents, etc. Kleinfelder reviews this information to help establish if the site, or nearby properties, have been included in the noted databases and lists. The EDR report includes a summary map that shows the locations of the listed properties with respect to the site, and a summary of pertinent information for these properties. For each listed site, the summaries include the name of the responsible party, the property address, the distance and direction from the approximate center of the site, and the databases and lists on which the listed property appears. The date each database list was updated is included in the EDR report. 4.2 RESULTS OF DATABASE SEARCH Kleinfelder evaluated the EDR listings with regard to the nature of potential chemicals of concern, the extent of known releases, the distance of the listing from the site boundaries, and the physical setting of the site and surrounding properties (e.g. soil properties, topographic relationship, anticipated groundwater gradient). In general, reported or potential releases likely to impact the site include those located within ¼ mile up-gradient or ⅛ mile cross-gradient or adjacent downgradient. However, the environmental professional(s) will also utilize additional factors such as chemical properties, regional knowledge of the site area, and available past regulatory documentation as part of the REC evaluation. The site is listed in the following regulatory databases researched by EDR: RCRA-NonGen: According to the EDR regulatory database, a portion of the site is listed under the name Pride Cleaners 1008, address 8409 and 8601 West 95 th Street, Overland Park, Kansas. Pride Cleaners (address 8409 West 95 th Street) is listed in the RCRA permitting database as a historical small quantity generator (SQG) of cadmium (D006), chromium (D007), lead (D008), tetrachloroethylene (D039), trichloroethylene (D040), and spent halogentated solvents (F002) since January No violations were reported for the facility / LEN10R073 Page 13 of 41 July 9, Kleinfelder

135 Pride Cleaners no longer has SQG status as of March Pride Cleaners (address 8601 West 95 th Street) is listed in the RCRA permitting database as a historical SQG of the same wastes as of January The Pride Cleaners at this address had received notices of violations in April 1997 and achieved compliance that same month. The Pride Cleaners at this address no longer has SQG status as of According to the EDR regulatory database, a portion of the site is listed under the name Sherwin Williams Co, address 8501 West 95 th Street, Overland Park, Kansas. Sherwin Williams is listed in the RCRA permitting database as a historical generator of several wastes including ignitable hazardous wastes (D001), waste which has a ph of less than 2 or greater than 12.5 (D002), reactive hazardous wastes (D003), spent halogenated solvents (F002 ), spent non-halogenated solvents (F003/F005), acetone (U002), 1-butanol (U031), acetic acid ethyl ester (U112), melphalan (u150), methanol (U154), 2 butanone (U159), methyl isobutyl ketone (U161), methyl-benzene (U220), and dimethyl-benzene (U239). No violations were reported and Sherwin Williams is no longer a waste generator at this address. According to the EDR regulatory database, a portion of the site is listed under the name A J Quality Printing, address 8455 West 95 th Street, Overland Park, Kansas. A J Quality Printing is listed in the RCRA permitting database as a historical generator of unknown wastes. No violations were reported. Based on information provided in the EDR regulatory database search, and information provided by the KDHE, the Pride Cleaners site is considered a REC to the subject site. The following sites were listed as being within the near vicinity of the site and in the following regulatory databases researched by EDR: / LEN10R073 Page 14 of 41 July 9, Kleinfelder

136 TABLE 4-2 DATABASE SEARCH RESULTS FEDERAL LISTINGS FACILITY NAME/ADDRESS REC (Y/N) UST, LUST (Resource Conservation and Recovery Act Small Quantity Generator, Registered) 7-Eleven # West 95 th Street According to the regulatory database, the 7-Eleven site is a SQG of ignitable hazardous wastes (D001), waste which has a ph of less than 2 or greater than 12.5 (D002), and benzene (D018). No violations were reported. Based on its location adjacent and crossgradient from the subject site, the 7-Eleven site is considered a REC. STATE/LOCAL LISTINGS FACILITY NAME/ADDRESS REC (Y/N) UST, LUST (Registered Underground Storage Tank, Leaking Underground Storage Tank) 7-Eleven # West 95 th Street According to the regulatory database, the 7-Eleven site is registered with three (3) 10,000-gallon, gasoline USTs and one (1) 6,000-gallon, gasoline UST. It appears that all four (4) USTs are currently in use and were installed in The 7-Eleven site was listed as an active LUST site (No. U ) initially reported in April On June 10, 2010, the Kansas Department of Health and Environment, (KDHE) online Storage Tank database was accessed regarding additional information. It appears that an ongoing release was discovered during a routine compliance inspection. It was requested that the mid-grade gasoline system be taken out of service until repaired and integrity confirmed. Inventory records support that a release has occurred revealing consistent losses from January 2007 to April Ms. Amelia Springer, site project manager, was contacted on June 10, 2010 for additional information. She stated that the site is currently in Limited Site Assessment (LSA) and that groundwater flow direction is to the southwest. No groundwater samples have been collected offsite in that direction or to the southeast. A groundwater sample was collected to the east (north of the subject site), which indicated no detections of petroleum hydrocarbons. She also stated that no free product was observed at the site and that the site will likely go into monitoring following completion of the LSA. Based on the regulatory status, lack of sampling southeast of the 7-Eleven site, and its location adjacent and crossgradient from the subject site, the 7- Eleven site is considered a REC. UST, LUST, RCRA-NonGen (Leaking Underground Storage Tank, Registered Underground Storage Tank, Resource Conservation and Recovery Act - NonGenerator) ConocoPhillips # /16008 (Circle K #6555) 8401 West 95 th Street According to the regulatory database, the service station at this address is listed under two (2) separate site IDs including ConocoPhillips and Circle K; however, the owner of both is ConocoPhillips. The Circle K site (Facility ID: 26884) is registered with two (2) currently in use 15,000-gallon, gasoline USTs installed in The Circle K site is also registered as having three (3) permanently out of use 12,000- gallon gasoline USTs installed in 1983 and removed in The Circle K site was also listed as a closed LUST site (U ). On June 10, 2010, the KDHE online Storage Tank database was accessed regarding additional information. It appears that in 1995, a Phase II ESA was conducted at the Circle K site which indicated benzene contamination in groundwater. In 1998, during removal of the USTs, 822 cubic yards of soil was removed. Petroleum hydrocarbon constituents were detected at concentrations exceeding 100 parts per million (ppm) in soil samples collected at the base of the UST pit. The investigation indicated that perched groundwater had limited impact, and the site was closed. Y Y Y / LEN10R073 Page 15 of 41 July 9, Kleinfelder

137 The ConocoPhillips site was also listed as a closed LUST site (U ). On June 10, 2010, the KDHE online Storage Tank database was accessed regarding additional information. It appears that in 2008, a Phase II ESA was submitted to KDHE which indicated that concentrations of petroleum compounds detected in soil samples were below applicable regulatory criteria. The ConocoPhillips site was also listed as a historical SQG, but no longer generates hazardous waste as of No violations were reported. Based on the lack of sampling southwest of the ConocoPhillips (Circle K) site, and its location adjacent to and upgradient from the subject site, the ConocoPhillips (Circle K) site is considered a REC. SHWS, VCP (State Hazardous Waste Site, Voluntary Cleanup Property) Cherokee South Shopping Center 95 th / Antioch According to the regulatory database, the Cherokee South Shopping Center site was listed as a resolved VCP site (C ). The site was entered into the program in 2004 with potential contaminant impacts resulting from historical drycleaning, auto service, and fuel storage (USTs) activities. Soil and groundwater samples collected during the Voluntary Cleanup Investigation (VCI) indicated residual contamination below applicable regulatory criteria. A No Further Action (NFA) determination was issued in May (see Appendix D for specific details) Based on the regulatory status, the Cherokee South Shopping Center is not considered a REC to the subject site, but is considered a historical REC. SHWS (State Hazardous Waste Site) Cherokee Laundry & Dry Cleaner 8800 West 95 th Street According to the regulatory database, the Cherokee Laundry & Dry Cleaner site entered into the KDHE Drycleaning Trust Fund Program in September 2007 with confirmed soil and groundwater volatile organic compound (VOC) contamination. The site was ranked for corrective action funding prioritization; however, the site did not rank high enough for immediate funding. Therefore, the delineation of VOCs in groundwater has not yet been completed. (see Appendix D for specific details) Based on the regulatory status, and its location crossgradient to the subject site, the Cherokee Laundry & Dry Cleaner site is considered a REC. SHWS, LUST, RCRA-NonGen (State Hazardous Waste Site, Leaking Underground Storage Tank, Resource Conservation and Recovery Act NonGenerator) Superior Dry Cleaner/System One Rent-A-Car 9529 Antioch Road According to the regulatory database, the Superior Dry Cleaner site entered into the KDHE Drycleaning Trust Fund Program in February 1997 with confirmed groundwater VOC contamination. The site was ranked for corrective action funding prioritization; however, the site did not rank high enough for immediate funding. Therefore, the delineation of VOCs in groundwater has not yet been completed. (see Appendix D for specific details) The regulatory database also listed the Superior Dry Cleaner site as a historical SQG of ignitable hazardous wastes (D001), cadmium (D006), chromium (D007), lead (D008), tetrachloroethylene (D039), trichloroethylene (D040), and spent halogenated solvents (F002) since No violations were reported. The facility no longer generates these wastes. The Superior Dry Cleaner site was also listed as a closed LUST site (U ) under the facility ID of System One Rent-A-Car. On June 10, 2010, the KDHE online Storage Tank database was accessed regarding additional information. It appears that in 1989, a Phase II ESA was submitted to KDHE which stated that no indications of a release associated with an abandoned UST facility was identified. Based on the regulatory status, and its location adjacent to the subject site, the Superior Dry Cleaner/System One Rent-A-Car site is considered a REC. N Y Y / LEN10R073 Page 16 of 41 July 9, Kleinfelder

138 RCRA CESQG (Resource Conservation and Recovery Act Conditionally Exempt Small Quantity Generator) CVS Pharmacy # West 95 th Street According to the regulatory database, the CVS Pharmacy site is listed as either a SQG or CESQG of a waste with a ph of less than 2 or greater than 12.5 (D002) since No violations were reported. Based on the regulatory status, the CVS Pharmacy is not considered a REC. RCRA-NonGen (Resource Conservation and Recovery Act NonGenerator) Pride Cleaners 8775 West 95 th Street According to the regulatory database, the Pride Cleaners site was listed as a historical SQG of cadmium (D006), chromium (D007), lead (D008), tetrachloroethylene (D039), trichloroethylene (D040), and spent halogenated solvents (F002) since No violations were reported. The facility no longer generates these wastes. N N 4.3 ORPHAN LIST Sites not plotted by EDR due to poor or inadequate address information are referred to as orphan sites. There are four (4) unmapped sites in the EDR report. The orphan summary/unmapped sites report was reviewed to assess the potential for off-site properties that might pose a REC to the site. Based on our review, these orphan sites appear to be alternate names of database listings already discussed above, are outside of the ASTM search distances, or are located hydrogeologically downgradient relative to the subject site. None of the orphan sites appear to represent a REC to the site. 4.4 OTHER RECORDS REVIEWED/AGENCIES CONTACTED Local regulatory agencies were contacted for reasonably ascertainable and practically reviewable documentation regarding RECs present at the subject site and adjoining facilities. Interviews with local regulatory agency representatives are included in Section 7 of this report. The following agencies were contacted for documentation: KDHE Identified Sites List The KDHE Identified Sites List online database was searched for additional information regarding regulated sites within the vicinity of the subject site. (see Appendix D) / LEN10R073 Page 17 of 41 July 9, Kleinfelder

139 KDHE Spill Response Program Mr. Kent Schierkolk with the KDHE Spill Response Program was contacted regarding additional information on the spill noted in the previous KTI Phase I ESA discussed in Section 5 of this report. Based on KDHE records, no spill had occurred in 1996; however, an organic solvent (tetrachloroethylene) spill had occurred in 1999 at the Pride Cleaners at 8601 West 95 th Street. Approximately 3 gallons of the solvent had splashed outside of the secondary containment located inside the building and was recovered with rags which were subsequently reclaimed. 4.5 USER PROVIDED INFORMATION Before initiating the Phase I ESA, Kleinfelder outlined the role of the User (Hy-Vee, Inc.) within the ASTM Standard within our proposal. The table below presents a summary of the information provided by the User with regard to potential RECs at the site. User Information: Title records: Environmental liens: AULs (deed restrictions): Knowledge of Property price reductions (devaluation): Knowledge past environmental concerns: Knowledge of pending, threatened or past litigation: Title records were not provided by the Client. User is not aware User is not aware The purchase price does reasonably reflect the fair market value of the property Adjacent gasoline service station, onsite dry cleaner store User is not aware / LEN10R073 Page 18 of 41 July 9, Kleinfelder

140 5 HISTORY OF THE SITE The history of the site was researched to identify obvious uses. Historical land use was researched to the first developed use, or back to 1940, whichever is earlier or readily available/reasonably ascertainable. The following table summarizes the historical information identified during this assessment. This summary integrates information from multiple sources that are further detailed in respective sections of this report. Site and Surrounding History: The site was undeveloped present The site was developed with several commercial structures. The surrounding area was mainly developed with commercial and residential neighborhoods. 5.1 AERIAL PHOTOGRAPHS A review of historical aerial photographs can indicate past development activities at a site that may not be documented by other means, or observed during a site visit. The effectiveness of this resource depends on the scale and quality of the photographs and the available coverage. Aerial photographs were obtained from several historical photograph collections and/or reviewed at local repositories. A tabulation of the aerial photographs reviewed is presented in the following table. Copies of available aerial photographs are included in Appendix D. Aerial Photography Review: Year: Scale: Observations: =750 Site: The site appears to be vacant pastureland. Surrounding Area: A road abuts the site to the north followed by cropland and residential development. Construction activities appeared to be occurring northwest of the site. A road also abuts the site to the west followed by a homestead. The area to the south and east appear to be pastureland/cropland =750 Site: No significant change, except of indications of recent grading on the eastern portion of the site. Surrounding Area: Commercial development west and north of the site followed by residential development. Construction activities appeared to be occurring south of the site =1000 Site: Two (2) larger structures appeared to be located on the southern and eastern portion of the site, which resemble present-day conditions. Smaller structures are not discernable due to poor resolution of the photograph. Surrounding Area: Commercial and residential development surrounds the site in all directions. Commercial structures exist adjacent, southwest and northeast of the site =1000 Site: No significant change. Smaller structures are not discernable due to poor resolution of the photograph. Surrounding Area: No significant change / LEN10R073 Page 19 of 41 July 9, Kleinfelder

141 Aerial Photography Review: Year: Scale: Observations: =833 Site: Two (2) large structures and three (3) smaller structures exist on the site and resemble present-day conditions. Surrounding Area: Buildings adjacent to, and to the southwest and northeast of the site, resemble present-day conditions =604 Site: No significant change. Surrounding Area: No significant change. Note: Aerial photographs only provide information on indications of land use and no conclusions regarding the release of hazardous substances or petroleum products can be drawn from the review of photographs alone. Information Sources included: EDR Aerial Photo Decade Package FIRE INSURANCE MAPS When available for a site, fire insurance maps can provide historical land use information. Kleinfelder requested a search of fire insurance maps by EDR. According to EDR, no fire insurance map coverage is available for the site or the surrounding areas. Documentation of the EDR s search is provided in Appendix D. 5.3 CITY DIRECTORIES City Directories can provide information regarding property occupants by address. Kleinfelder requested city directory records from EDR at approximately 5-year intervals, per the ASTM standard. A City Directory Review for the site and, surrounding area, was researched from 1963 to No listings were available for the site or the surrounding area prior to Information from EDR is provided in Appendix D. A summary of our review of the available city directory information is provided below. City Directory Review: Site No listings. Surrounding Area Review of the City Directory Report for listings in the surrounding revealed commercial listings that were not identified as potentially handling or storing petroleum or hazardous waste products based on the name of the business, other than the Overland Park City Fire Department. Note: City Directory Review only provide information or indications occupancy by business name and no conclusions regarding the release of hazardous substances or petroleum products can typically be drawn from the review of a City Directory Review alone Information Sources included: EDR City Directory Review / LEN10R073 Page 20 of 41 July 9, Kleinfelder

142 5.4 HISTORICAL TOPOGRAPHIC MAP REVIEW Kleinfelder reviewed available historical topographic maps of the site vicinity to aid in the understanding of development at the site and surrounding properties. A summary of our review of the available topographic maps is provided below. Copies of available topographic maps are provided in Appendix D. Historic Topographic Map Review: 1893 (1:125,000 scale) 1943 (1:24,000 scale) 1957 (1:24,000 scale) 1963 (1:24,000 scale) 1970 (1:24,000 scale) 1975 (1:24,000 scale) 1991 (1:24,000 scale) Site: No structures depicted on-site, however, the map is general and does not appear to depict any structure types, only roads and topographical features. Surrounding Area: No structures depicted, however, the map is general and does not appear to depict any structure types, only roads and topographical features. Site: The site consists of vacant land, no structures on the site. Surrounding Area: 95 th Street exists adjacent and north of the site. Antioch Road exists adjacent and west of the site. An intermittent surface drainage exists approximately 350 feet to the west of the site. Scattered structures exist within the vicinity of the site. Valley View School exists east of the site. Site and Surrounding Area: No apparent significant changes. Site: The site consists of vacant land, no structures on the site. Surrounding Area: Urban development (shaded in pink) was depicted adjacent and north of the site. A large structure was depicted on an adjacent property west of the site. A small structure was depicted adjacent and northwest of the site. Site: The site consists of vacant land, no structures on the site. Surrounding Area: Increasing urban development was depicted in the surrounding area. Two small structures were depicted adjacent, and northeast and southwest of the site. A road was depicted adjacent and east of the site. Site: Four (4) structures, including two (2) small and two (2) large structures, were depicted on the property. The layout of the structures depict present-day conditions. A road was depicted on the eastern portion of the site. Surrounding Area: Increasing urban development was depicted in the surrounding area Site and Surrounding Area: No structures were depicted at the site or surrounding areas; however, the map is general and does not depict structures in urban settings (gray shaded area). Note: Historic topographic maps only provide information or indications of land use and no conclusions regarding the release of hazardous substances or petroleum products can typically be drawn from the review of maps alone. Information Sources included: EDR Historical Topographic Map Report USGS Topographic Map(s) Olathe, Kansas 30 Series Quadrangle for 1893; Lenexa, Kansas7.5 Series Quadrangle from 1943 to ADDITIONAL OR PREVIOUS INVESTIGATIONS A previous Phase I ESA conducted by Kruger Technologies, Inc. (KTI), dated January 27, 2009, was submitted to Kleinfelder. The assessment did not reveal evidence of / LEN10R073 Page 21 of 41 July 9, Kleinfelder

143 RECs; however, a 5-gallon container labeled mineral spirits was observed adjacent to the south side of the building located on the southern portion of the subject site. Recommendations were to remove and properly dispose of the container and its contents offsite. In addition, KTI noted a stained concrete pad adjacent to electrical transformer located on the south side of the Pride Cleaners building at 8601 West 95 th Street. Kansas City Power and Light (KCP&L) was contacted regarding the leaking fluid. KTI also noted that the Pride Cleaners facility at 8601 West 95 th Street had a reported spill of organic solvent within the building in The spill was cleaned and the incident was closed. Reports summarizing previous environmental or geotechnical assessments of the site were not provided to Kleinfelder for review. However, Kleinfelder was retained by Hy-Vee, Inc. to conduct a geotechnical exploration of the subject site concurrently with this Phase I ESA. The geotechnical report is being published under separate cover. Boring logs from the report indicated fourteen (14) borings were drilled at the subject site on June 16 and 17, 2010 at depths of ten (10) to twenty-four (24) feet bgs. Approximately three (3) to eight (8) feet of soil fill material was observed in all of the borings drilled. Fill material was observed on top of clay, at these locations. Bedrock and/or auger refusal was not encountered in any of the borings drilled. Additionally, environmental sampling was conducted in conjunction with the geotechnical investigation on June 16, A general site location map with installed boring locations is attached to this report as Figure 3. This limited investigation was conducted in order to observe possible VOC and petroleum hydrocarbon impacts associated with potential dry cleaning and fuel service station operations at the site and within the near vicinity. Upon retrieval to the surface, soils were visually examined, logged for lithology, and screened for visual or olfactory indications of VOC and petroleum hydrocarbon impact. Additionally, some soils were subjected to ambient temperature headspace analysis using a MiniRae 2000 organic vapor meter (OVM) equipped with a 10.6 ev lamp photoionization detector (PID). Visual, olfactory, and/or PID indications of VOC impacts were not observed in any of the borings advanced, except for a slight petroleum odor in soil at approximately nine (9) to ten (10) feet bgs at boring location B-1. Shallow groundwater was encountered at approximately ten (10) feet bgs at B-1. A groundwater sample was collected at this location (see below) / LEN10R073 Page 22 of 41 July 9, Kleinfelder

144 Two (2) soil samples were collected including one (1) from B-9 located directly north of Pride Cleaners at 8601 West 95 th Street. This sample was collected in soil fill at a depth of feet bgs. Another sample was collected from B-10 located directly southeast of the Pride Cleaners. This sample was collected in soil fill at a depth of feet bgs. The soil samples were placed in a properly labeled sample container, preserved on ice, and transported to Environmental Sciences Corporation (ESC) for analysis under chainof-custody procedures. The samples were analyzed for volatile organic compounds (VOCs) by EPA Method 8260, and total petroleum hydrocarbons in the gasoline and diesel ranges (TPH-GRO, TPH-DRO) by Method OA-1 and OA-2, respectively. Analytical results did not indicate detections above laboratory detection limits for chemical constituents of the above mentioned test methods. A copy of the complete analytical report is provided in Appendix E. Saturated soil was encountered at depths ranging from seven (7) to nineteen (19) feet bgs. Shallow groundwater samples were collected for laboratory analysis in five (5) of the borings advanced including B-1, B-9, B-10, B-11 and B-14. The samples were analyzed for volatile organic compounds (VOCs) by EPA Method 8260, and total petroleum hydrocarbons in the gasoline and diesel ranges (TPH-GRO, TPH-DRO) by Method OA-1 and OA-2, respectively. Analytical results did not indicate detections above laboratory detection limits for chemicals of constituents of the above mentioned test methods, except for a detection of methyl tertiary butyl ether (MTBE), a gasoline additive, at boring B-1 at a concentration of mg/l. B-1 was located directly south of the ConocoPhillips 66 (Circle K) gasoline service station and southeast of their fuel USTs. This concentration is below the Kansas Department of Health and Environment (KDHE) Bureau of Environmental Remediation (BER) Risk-based Standards for Kansas (RSK) groundwater pathway value of mg/l for MTBE. A copy of the complete analytical report is provided in Appendix E / LEN10R073 Page 23 of 41 July 9, Kleinfelder

145 6 SITE RECONNAISSANCE Kleinfelder s assessment activities included a site reconnaissance. This section summarizes the findings from the site reconnaissance. 6.1 METHODOLOGY AND LIMITING CONDITIONS Ms. Lisa Messinger of Kleinfelder performed a site reconnaissance on June 14, Ms. Messinger was escorted by Mr. Joel Bratt, of RH Johnson Company inside several vacant and occupied retail units. The site reconnaissance included a visual inspection of the site to assist in identifying the presence or likely presence of hazardous substances or petroleum hydrocarbons under conditions that indicate an existing release, a past release, or threat of release into structures, soil, groundwater, or surface water at the site (RECs). Kleinfelder used the following methodology to observe the site: Confirmed the definition of the site boundaries with the owner s representative; Traversed the outer site boundary; Traversed across the site; Traversed the periphery of all structures on the site (if present); and, If accessible, visually assessed interior common areas; operations, maintenance, and repair areas; utility areas; and a representative sample of occupant spaces (if present). Assessment Restrictions: Weather Restrictions: Access Restrictions: Assumptions: None. Access was not provided to the following units: Unit 8431 West 95 th Street on eastern portion of the site Units 8455 and 8459 West 95 th Street on eastern portion of the site Units 8605, 8619 and 8623 West 95 th Street on western portion of the site An upstairs storage area in unit 8511 West 95 th Street on the southern portion of the site None / LEN10R073 Page 24 of 41 July 9, Kleinfelder

146 Observations of readily apparent environmental conditions are summarized in Table 6-1, and color photographs of the site are presented in Appendix C. The approximate site boundaries are shown on Figures 1 and GENERAL SITE SETTING The subject site is approximately 10-acre lot with five (5) multi-unit, retail structures and a large parking lot structure. Several units were vacant; however, several units were occupied with various businesses including Pride Cleaners on the northwestern portion of the property and Sherwin Williams on the southern portion of the property. The site is located in an area of Overland Park, Kansas which has been established with commercial and residential neighborhoods for the past few decades. 6.3 SITE OBSERVATIONS Site observations are further described in Table 6-1. TABLE 6-1 SITE OBSERVATIONS General Observations Current Use Current use likely to indicate RECs Past Use Past use likely to indicate RECs Structures Roads Topography of the subject site and surrounding area Aboveground storage tank (AST) Air Emissions Below grade vaults Burned or buried debris Remarks Commercial with several occupied and vacant units. None observed. Commercial Pride Cleaners at 6401 West 95 th Street including former dry cleaning operations. Three (3) multi-unit, retail structures, two (2) single-unit structures, and a large parking lot structure. None observed. Several drive paths were observed, including one trending north-south on the eastern portion of the site between the two (2) large structures and another on the western portion of the site. Gently sloping to the south-southwest. None observed. None observed. None observed. None observed / LEN10R073 Page 25 of 41 July 9, Kleinfelder

147 General Observations Chemical storage Chemical mixing areas Discolored soil or water Ditches, streams Drains and piping (e.g. floor drains, floor trenches, bay drains) sand traps, grease traps) Drums Electrical or hydraulic equipment (Polychlorinated biphenyls [PCBs]) Farm waste (e.g. feedlot spoils or manure stockpile) Fill dirt from an unknown source Hazardous chemical and petroleum products in connection with known use Remarks Typical maintenance and cleaning chemicals observed in most of the occupied units. Paints were stored in some unoccupied units including 9522 Hadley and 8427 West 95 th Street. 5-gallon containers of chemical products (for retail sales) including xylene, toluene, mineral spirits, and paint thinners, were stored in the back stockroom of the Sherwin Williams Paint Store at 8501 West 95 th Street. No staining was observed. A large paint mixing area was observed in the backroom of the Sherwin William Paint Store at 8501 West 95 th Street. None observed. None observed. Several floor drains were observed in all of the units accessed. A sump pump is present in the basement of the unoccupied unit at West 95rth Street. An aboveground grease trap was observed within the kitchen area of the pizza shop at 8435 West 95 th Street. A belowground grease trap was observed at the fast food restaurant (Long John Silvers/A&W) on the south side of the building within in the drive through. The grease trap at the fast food restaurant is reportedly emptied out every three months with the contents disposed of offsite. The restaurant manager was unaware of connection to the municipal sewer. A pipe was observed at the Pride Cleaners at the base of the wall leading to the building exterior from a room that appeared to be associated with former drycleaning activities. None observed. A pole-mounted transformer was observed on the northern, border of the site. A non-pcb label was observed. Several pad-mounted transformers were observed on the eastern and southern property boundaries. Non-PCB labels were observed on one of the transformers on the eastern portion of the site. The others were in good condition and no staining was observed. Another pad-mounted transformer was observed adjacent to the Pride Cleaners building on the south side. No non-pcb labels were observed. The transformer appeared to be in fair condition and no staining was observed. None observed. None observed. 5-gallon containers of chemical products (for retail sales) including xylene, toluene, mineral spirits, and paint thinners, were stored in the back stockroom of the Sherwin Williams Paint Store at 8501 West 95 th Street. The containers were in excellent condition and no staining was observed / LEN10R073 Page 26 of 41 July 9, Kleinfelder

148 General Observations Hazardous chemical and petroleum products in connection with an unknown use Non-hazardous containers with contents Hazardous Waste Storage Heating and cooling system and fuel source Industrial waste treatment equipment Industrial waste treatment equipment Loading and unloading areas Odors Pits, Ponds, or Lagoons Pools of Liquid Process waste water Sanitary Sewer System Septic system (e.g. tank and leach fields) Soil piles Solid Waste/Evidence of Unauthorized Dumping Stained pavement, soil or concrete Remarks National Fire Protection Association (NFPA) placards were in the window of vacant units including the following: Unoccupied unit 8409 West 95th Street Former hair salon in unit 9514 Hadley Typical maintenance and cleaning chemicals were observed in most of the occupied units. Paints were stored in some unoccupied units including 9522 Hadley and 8427 West 95 th Street. None observed. Electric/Natural Gas None observed. None observed. A loading dock was observed on the back portion of the Sherwin Williams Paint Store at 8501 West 95 th Street. Another loading dock was observed on the western portion of southern building at the vacant unit 8515 West 95 th Street. A slot drain was observed in this loading dock area. No staining observed. A moldy odor was observed in the building on the southwest portion of the site including units West 95 th Street. None observed. None observed. None observed. City sewer system. None observed. A gravel pile was observed underneath a canopy on the southern portion of the site. Several solid waste dumpsters were observed on the southern portion of the site, including some in wooden fenced enclosures and some in the loading dock areas. Dumpsters were also observed on the south side of the Pride Cleaners building and the southeast side of the fast food restaurant. Grease dumpsters were observed adjacent to the dumpsters on the southeast side of the fast food restaurant and on the south side of the Pride Cleaners building likely associate with occupied restaurant at the adjacent building to the south. No staining was observed. De Minimis staining on asphalt parking lot / LEN10R073 Page 27 of 41 July 9, Kleinfelder

149 General Observations Stains or corrosion (interior, nonwater) Remarks De Minimis brown staining was observed in a vacant unit in the eastern building and appeared to be associated with a leaking roof or equipment above the ceiling. Staining was observed within a backroom in the Pride Cleaners where it is likely that historic drycleaning operations had occurred. Unused equipment is currently being stored at this location. Storm drains/catch basins Several storm drains were observed on the southern portion of the site, both north and south of the southern-most building (Sherwin Williams). A storm catch basin was observed on the northeastern property boundary. Stressed vegetation None observed. Sumps & clarifiers A sump was reportedly present in the basement in the southwestern building. Surface water None observed. Interior and exterior observations or environmental conditions that may involve the use, storage, disposal or generation of hazardous substances or petroleum products. Underground storage tank(s) None observed. (including heating oil tanks) Unidentified substance containers None observed. Waste Water Discharge None observed. Water supplies (potable and City water supply. process) Wells (irrigation, monitoring, or None observed. domestic) Wells (dry) None observed. Wells (Oil and Gas) None observed. 6.4 RESULTS OF SITE RECONNAISSANCE The subject site is approximately 10-acre lot with five (5) multi-unit, retail structures and a large parking lot structure. Several units were vacant; however, several units were occupied with various businesses including Pride Cleaners on the northwestern portion of the property and Sherwin Williams on the southern portion of the property. An ATM drive-through kiosk was observed in the central portion of the site. Kleinfelder identified the following RECs associated with the site during the site reconnaissance. Historic drycleaning operations in a backroom at 8601 West 95 th Street. Floor staining was observed in this backroom, and a pipe leading to the exterior of the building was observed. Not in use drycleaning equipment was also observed being stored at this location / LEN10R073 Page 28 of 41 July 9, Kleinfelder

150 Although not a REC, mold observed in the southwestern building ( West 95 th Street) is considered an environmental concern. 6.5 CURRENT USES OF ADJOINING PROPERTIES Kleinfelder performed a brief drive-by survey of the properties immediately adjoining to the site on June 14, A summary of the surrounding properties is presented in Table 6-2. TABLE 6-2 ADJOINIING PROPERTIES Direction NORTH NORTHWEST EAST NORTHEAST SOUTH SOUTHWEST WEST Description West 95 th Street, Church, office buildings, residential 7-Eleven Service Station, Cherokee North Shopping Center (CVS Pharmacy) Hadley Drive, Commercial businesses, day care Conoco/Phillips 66 Service Station Commercial businesses, residential Commercial business (Last Tangle, Edward Jones) Antioch Road, Commercial businesses (Walgreens) The following environmental conditions were apparent on the adjoining properties at the time of Kleinfelder s site reconnaissance. The Conoco/Phillips 66 Service Station was located upgradient of the subject site. The 7-Eleven Service Station was located crossgradient of the subject site / LEN10R073 Page 29 of 41 July 9, Kleinfelder

151 7 INTERVIEWS Kleinfelder conducted interviews as part of this Phase I ESA to aid in the evaluation of past and current site operations with regard to hazardous substances and petroleum products. This included interviews with the owners or delegated representatives, key site managers, on-site tenants, local and state regulatory officials, and our Client, as applicable. The following sections highlight information revealed during these interviews. 7.1 INTERVIEW WITH PROPERTY OWNER/REPRESENATIVE Mr. Joel Bratt, Leasing Agent, with R.H. Johnson Company on behalf of American National Insurance (owner of property), completed an interview questionnaire (see Appendix D) for the property southeast of 95 th Street and Antioch Road in Overland Park, Kansas. He has been associated with the site for approximately one (1) year. A summary of his responses are as follows: He was unaware of any environmental cleanup liens against the property filed or recorded under federal, state or local law; He was unaware of any activity and use limitations, such as engineering controls, land use restrictions or institutional controls that are in place at the site and/or have been filed or recorded in a registry under federal, state, or local law; He was unaware of commonly known or reasonably ascertainable information about the property that would help to identify conditions indicative of releases or threatened releases including past uses of the property, specific chemicals that are present or were once present at the property, spills or other chemical releases that have taken place at the property, or environmental cleanups that have taken place at the property; and, He stated that stormwater drainage is discharged to an adjacent property / LEN10R073 Page 30 of 41 July 9, Kleinfelder

152 7.2 INTERVIEWS WITH GOVERNMENT OFFICIALS Local regulatory agencies were contacted for reasonably ascertainable and practically reviewable documentation regarding the subject site and adjoining facilities. The following agencies were contacted for documentation: Overland Park, Kansas Planning and Development Services Johnson County Appraiser s Office KGS Water Well Completion Records KGS Oil & Gas Records Overland Park, Kansas Fire Department Overland Park, Kansas Planning and Development Services Zoning information was obtained for the site from the Overland Park, Kansas Government Interactive Map website on June 9, The site is zoned as Commercial 2 District under the zoning classification CP-2. According to the Overland Park, Kansas Zoning Map (see Appendix D), the surrounding area of the site is depicted as Office District (CP-O) and Small Lot Single-Family District (R-1) to the north, Commercial 1 District (CP-1) and Office District (CP-O) to the east, Commercial 1 District (CP-1) and Medium-Density Residential District (R-2) to the south, and Commercial 2 District (CP-2) to the west. Johnson County Appraiser s Office Building information was obtained for the site from the Johnson County online Appraiser s database on June 11, According to the database, the buildings at the Valley View Shopping Center were built in KGS Water Well Completion Records The Kansas Geological Survey (KGS) Water Well Completion Records online database was accessed on June 9, 2010 concerning a list of water wells installed after 1987 at the site or within the vicinity. According to the listing, no water wells are located on the / LEN10R073 Page 31 of 41 July 9, Kleinfelder

153 site. Several monitoring wells, and one closed-loop heat pump/geothermal well are located within a one (1)-mile radius. (see Appendix D) KGS Oil & Gas Records The Kansas Geological Survey (KGS) Oil & Gas Records online database was accessed on June 9, 2010 concerning a list of oil/gas wells installed at the site or within the vicinity. According to the listing, no oil/gas wells are located on the site or within the near vicinity. (see Appendix D) Overland Park, Kansas Fire Department The Overland Park, Kansas Fire Department was contacted on June 9, 2010 regarding a history of past environmental or hazardous materials emergency calls placed for properties within the vicinity of the site. Ms. Rhonda Schneider, administrative assistant for the City of Overland Park, Kansas Fire Department responded with a statement indicating that she was not able to find any records of emergency responses, environmental responses, chemical spills, underground storage tanks or other pertinent information relating to environmental incidents on or adjacent to the property of 95 th and Antioch Streets. Mr. Frank Mansfield, inspector for the Overland Park, Kansas Fire Department, was contacted on June 10, 2010 regarding additional information concerning USTs at the site or near vicinity. He was unaware of any USTs at the site or near vicinity, except for the USTs at the adjacent 7-Eleven service station. 7.3 INTERVIEW WITH CLIENT Kleinfelder submitted an interview questionnaire (see Appendix D) to Mr. Pete Hosch with Hy-Vee, Inc. for the property located southeast of 95 th Street and Antioch Road. A summary of the Mr. Hosch s responses are as follows: He was unaware of any environmental cleanup liens against the properties filed or recorded under federal, state or local law; / LEN10R073 Page 32 of 41 July 9, Kleinfelder

154 He was unaware of any activity and use limitations, such as engineering controls, land use restrictions or institutional controls that are in place at the site and/or have been filed or recorded in a registry under federal, state, or local law;\ He was aware of a previous Phase I ESA conducted at the site; He stated that a dry cleaner store existed on-site, but believed that the locations was only used as a pickup/drop-off location; He stated that he was aware of an adjacent gasoline service station; and, He was unaware of the presence or likely presence of contamination at the property / LEN10R073 Page 33 of 41 July 9, Kleinfelder

155 8 EVALUATION Kleinfelder performed this ESA of the subject site in conformance with the scope and limitations of ASTM Standard Practice E and our authorizing agreement with Hy-Vee, Inc. The following sections summarize Kleinfelder s findings. Findings include RECs, historical RECs, and notation of de minimis quantities, as applicable to the site. Business environmental risk issues, if included in our scope of work, are discussed in Section FINDINGS Kleinfelder has performed this Phase I ESA in conformance with the scope and limitations of ASTM E1527 and our work order and authorizing agreement with Hy-Vee, Inc. Any exceptions to, or deletions from, this scope are described in Section 2.0 and/or in applicable sections of this report. The following RECs were identified during the completion of this report. Pride Cleaners: According to the EDR regulatory database, Pride Cleaners (address 8601 West 95 th Street) located on the northwestern portion of the site is listed in the RCRA permitting database as a historical SQG of cadmium (D006), chromium (D007), lead (D008), tetrachloroethylene (D039), trichloroethylene (D040), and spent halogentated solvents (F002). Additionally, a spill notification was received by the KDHE for the Pride Cleaners at this address in 1999 at which time a solvent (tetrachloroethylene) spill had occurred within the interior of the building. During a site visit on June 14, 2010, indications of historical drycleaning operations were observed in the backroom. Floor staining was observed in this backroom, and a pipe leading to the exterior of the building was observed. Unused drycleaning equipment was also observed being stored at this location. Several floor scars and bolts were also observed within the back portion of the building. Based on analytical results for soil and groundwater samples collected on June 16, 2010 within the vicinity of the Pride Cleaners, no VOC impacts were indicated. No further assessment is recommended at this time / LEN10R073 Page 34 of 41 July 9, Kleinfelder

156 Based on a review of the regulatory database, several adjacent properties were considered RECs including the following: 7-Eleven Service Station: Located across the street and northwest of the subject site, the 7-Eleven (address 8700 West 95 th Street) is listed as an active LUST site (No. U ), initially reported in April Based on the regulatory status, lack of groundwater sample analysis southeast of the 7-Eleven, and its location adjacent and crossgradient from the subject site, the 7-Eleven is considered a REC. Based on analytical results for groundwater samples collected on June 16, 2010 on the northwestern portion of the subject site, no petroleum hydrocarbon impacts were indicated. No further assessment is recommended at this time Cherokee Laundry & Dry Cleaner: According to the regulatory database, Cherokee Laundry & Dry Cleaner (address 8800 West 95 th Street), located across the street and northwest of the subject site, entered into the KDHE Drycleaning Trust Fund Program in September 2007 with confirmed soil and groundwater volatile organic compound (VOC) contamination. The delineation of VOCs in groundwater has not yet been completed. Based on the regulatory status, and its location crossgradient to the subject site, the Cherokee Laundry & Dry Cleaner is considered a REC. Based on analytical results for groundwater samples collected on June 16, 2010 on the western portion of the subject site, no VOC impacts were indicated. No further assessment is recommended at this time. Superior Dry Cleaners: According to the regulatory database, Superior Dry Cleaners (address 9529 Antioch Road), located adjacent to and south of the subject site, entered into the KDHE Drycleaning Trust Fund Program in February 1997 with confirmed groundwater VOC contamination. Based on the regulatory status, and its location adjacent to the subject site, Superior Dry Cleaners is considered a REC. Based on analytical results for groundwater samples collected on June 16, 2010 on the southwestern portion of the subject site, no VOC or petroleum hydrocarbon impacts were indicated. No further assessment is recommended at this time / LEN10R073 Page 35 of 41 July 9, Kleinfelder

157 ConocoPhillips/Circle K Service Station: The Circle K (address 8401 West 95 th Street) located adjacent to the northeast of the subject site, is registered with two (2) currently in use 15,000-gallon, gasoline USTs installed in The Circle K is also registered as having three (3) permanently out of use 12,000-gallon gasoline USTs installed in 1983 and removed in The Circle K was also listed as a closed LUST site (U ). The ConocoPhillips site was also listed as a closed LUST site (U ). Based on the lack of sampling southwest of the ConocoPhillips/Circle K, and its location adjacent to and upgradient from the subject site, the ConocoPhillips/Circle K is considered a REC. The groundwater sample collected from boring location B-1, located directly south of the current ConocoPhillips/Circle K service station and southeast of their fuel USTs, exhibited a concentration of MTBE ( mg/l) above laboratory method detection limits, but below the RSK of 0.02 mg/l. However, it should be noted that the release of MTBE is likely from the off-site ConocoPhillips/Circle K service station (UST Facility ID: 26884) and has impacted the site. While the identified concentration does not exceed current KDHE reporting requirements, MTBE is often found at the leading edge of petroleum releases and may be an indication that a release is recent and future concentrations may increase. Kleinfelder recommends communication of the identified release to the KDHE, which may require the off-site ConocoPhillips UST facility to evaluate soil and groundwater at their property and potentially reduce future impact to the site. Finally, typical maintenance and cleaning chemicals were observed in most of the occupied units. Paints were stored in some unoccupied units including 9522 Hadley and 8427 West 95 th Street. Several 5-gallon containers of chemical products (for retail sales) including xylene, toluene, mineral spirits, and paint thinners, were stored in the back stockroom of the Sherwin Williams Paint Store at 8501 West 95 th Street. Kleinfelder recommends that that all empty and full containers and their contents (paints, stains, varnishes, thinners, mineral spirits and cleaning chemicals) are properly disposed of off-site / LEN10R073 Page 36 of 41 July 9, Kleinfelder

158 8.2 DE MINIMIS CONDITIONS ASTM defines de minimis conditions as those that generally would not be the subject of an enforcement action if brought to the attention of appropriate governmental agencies, i.e., minor soil staining. This assessment revealed de minimis staining observed on the asphalt parking lot structure, as well as a staining on the tiled concrete floor at the vacant unit in the eastern building. 8.3 HISTORICAL RECOGNIZED ENVIRONMENTAL CONDITIONS ASTM International defines the term historic recognized environmental condition (HREC) to mean the presence of an environmental condition which in the past would have been considered a recognized environmental condition, but which may or may not be considered a recognized environmental condition at the time the Phase I ESA is conducted. This can be the result of remedial actions in compliance with regulatory requirements or the evaluation of RECs to the satisfaction of the environmental professional. One (1) HREC was identified in this assessment. According to the regulatory database, the Cherokee South Shopping Center site was listed as a resolved VCP site (C ). The site was entered into the program in 2004 with potential contaminant impacts resulting from historical drycleaning, auto service, and fuel storage (USTs) activities. Soil and groundwater samples collected during the Voluntary Cleanup Investigation (VCI) indicated residual contamination below applicable regulatory criteria. A No Further Action (NFA) determination was issued in May 2004 (see Appendix D for specific details). Based on the regulatory status, the Cherokee South Shopping Center is not considered a REC to the subject site, but is considered a historical REC / LEN10R073 Page 37 of 41 July 9, Kleinfelder

159 8.4 DATA GAPS According to the ASTM Standard, a data gap is only significant if: 1) upon the review of various information sources, inconsistent and incongruous information is revealed, and/or 2) in the opinion of the Environmental Professional, the inconsistent/incongruous information warrants or raises reasonable concerns related to the potential for RECs. This assessment has revealed the following potential data gaps: Several structures were not accessed, as they were locked. The inside of many of the structures were viewed through glass windows. Much of the ground surface during the date of the site reconnaissance was covered with snow. ASTM E specifies information to be provided to the Environmental Professional by the User either directly or through thirds parties. For this site, the following information was not provided either because it does not exist or was not readily available to the User: o A title search for portions of the site; and o An environmental lien search. Based on a review of the data gaps presented above, it is Kleinfelder s opinion that the above data gaps do not affect the evaluation of RECs at the property. 8.5 DEVIATIONS AND ADDITIONAL SERVICES Soil and groundwater sampling is an ASTM non-scope item that was conducted in addition to the ESA as discussed in Section 5.5. The ESA does not incorporate nonscope considerations, such as asbestos-containing materials testing, radon, lead-based paint testing, lead in drinking water testing, wetlands, regulatory compliance, cultural and historical resources, industrial hygiene, health and safety, ecological resources, endangered species, indoor air quality, vapor intrusion, mold, and high voltage power lines / LEN10R073 Page 38 of 41 July 9, Kleinfelder

160 9 REFERENCES EDR Radius Map TM Report with GeoCheck, Proposed Hy-Vee Store, Inquiry Number: r, dated June 9, EDR Aerial Photo Decade Package, Proposed Hy-Vee Store, Inquiry Number: , dated June 9, EDR Certified Sanborn Map Report, Proposed Hy-Vee Store, Inquiry Number: , dated June 9, EDR City Directory Abstract, Proposed Hy-Vee Store, Inquiry Number: , dated June 11, EDR Historical Topographic Map Report, Proposed Hy-Vee Store, Inquiry Number: , dated June 9, Kruger Technologies, Ind., Phase I Environmental Site Assessment, dated January 27, Kleinfelder, Geotechnical Engineering Report, New Hy-Vee Retail Store, 95 th Street and Antioch Road, Overland Park, Kansas, dated July United States Geologic Survey (USGS), 7½-Minute Series (Topographic) Quadrangle Map, Lenexa, Kansas, dated 1963, photorevised 1970 and Additional sources may be referenced separately in the report text / LEN10R073 Page 39 of 41 July 9, Kleinfelder

161 10 ACRONYMS AIRS AMSL AST ASTM AUL CERCLA CERCLIS CESQG CLI CoaL Gas CONSENT CORRACTS Delisted NPL ERNS ESA FIFRA FINDS FRP FTTS HIST UST HMIRS IC LQG LPST LUST MLTS MSA MSD MSDS NETR NFRAP NPL NPL Liens PADS PCB Proposed NPL PSA PST RAATS RCRA RCRIS Permitted Aerometric Information Retrieval System Facility Listing Above mean sea level Aboveground storage tank ASTM International Activity Use Limitation Comprehensive Environmental Response, Compensation and Liability Act of 1980 Comprehensive Environmental Response, Compensation and Liability Information System Conditionally Exempt Small Quantity Generator Closed Landfill Inventory EDR Propriety Former Manufactured Gas Listing CERCLA Consent decrees Facilities subject to Corrective Action under RCRA National Priorities Delisted List Emergency Response Notification System Environmental Site Assessment Federal Insecticide Fungicide & Rodenticide Facility Index System Fiberglass Reinforced Plastic FIFRA/TSCA Tracking System Historic Underground Storage Tank Hazardous Material Information Reporting System Institutional Control Large Quantity Generator Leaking Petroleum Storage Tank Leaking Underground Storage Tank Material Licensing Tracking System Master Services Agreement Municipal Setting Designation Material Safety Data Sheet NETR Real Estate Research & Information Former CERCLIS sites where no further remedial action is planned National Priorities List National Priorities List Liens PCB Activity Database System Polychlorinated biphenyls Proposed National Priorities List Professional Services Agreement Petroleum Storage Tank Program RCRA Administration Action Tracking System Resource Conservation and Recovery Act Resource Conservation Recovery Information Service / LEN10R073 Page 40 of 41 July 9, Kleinfelder

162 ROD SHWS SQG SSTS SWF/LF TRIS TSCA TSD USACE USC USEPA USGS UST VCP Records of Decision State Hazardous Waste Sites Small Quantity Generator USEPA Section Seven Tracking System List of Federal Insecticide, Fungicide, & Rodenticide Act Solid Waste Facilities / Landfill Sites Toxic Chemical Release Inventory System USEPA List of Sites that Manufacture and/or Import Chemical Substances on the Toxic Substances Control Act Chemical Substance Inventory List Treatment, Storage, and Disposal U.S. Army Corps of Engineers United States Code United States Environmental Protection Agency United States Geological Survey Underground Storage Tank Voluntary Cleanup Program / LEN10R073 Page 41 of 41 July 9, Kleinfelder

163 EXHIBIT L-2 KDHE LETTER

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