Loading...
HomeMy WebLinkAboutL_SignatureAuthorityPolicy_250123_v1 SIGNATURE AUTHORITY POLICY DECEMBER 21, 2023 Kite Realty Group Trust and its direct and indirect subsidiaries (collectively, “KRG” or the “Company”) have established this Signature Authority Policy (the “Policy”) to designate who has authority to enter into contracts and sign other types of documents on KRG’s behalf. This Policy applies to all contracts involving KRG, regardless of whether the contract involves any third party. No person is authorized to enter into any contract binding KRG or to sign any other document specified herein on KRG’s behalf except as set forth in this Policy. DEFINITIONS: “Contract” means any written or spoken agreement that is intended to be legally enforceable. “Designate in writing” means to delegate in any written format, whether electronic or hardcopy. “Executive Officer” means any of the following officers of KRG or any of its subsidiaries: Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Finance Officer (“CFO”), or President. “Initial” means either an individual’s physical initials on a document or an indication of approval of a document by electronic means, including email, DocuSign or an entry in Salesforce or other electronic medium. “Sign” means either an individual’s physical execution of a document or an indication of approval and execution of a document by electronic means, including DocuSign or other electronic medium. POLICY: The authorizations set forth in this Policy presume that the document being initialed or signed has been properly approved according to the Company’s Standard Operating Procedures. Prior to initialing or signing any document set forth below, the first attorney to initial or sign the document must confirm that the substance of the document has been properly approved according to the Company’s Standard Operating Procedures. If no attorney is required to initial or sign the document, then the first person required to initial or, if no initials are required, sign the document must confirm that the substance of the document has been properly approved. From time to time, if any of the persons listed below are unavailable to initial or sign a document, that person may designate in writing (including email) that the person identified to the 2 right of such person initial or sign a document on the designator’s behalf. Any such written designation must identify with specificity the document such designee is being authorized to initial or sign on the designator’s behalf. Unavailable Person Designee(s) Chief Executive Officer Chief Operating Officer, President, Chief Financial Officer Chief Operating Officer Chief Executive Officer, Chief Financial Officer Chief Financial Officer Chief Executive Officer, Chief Operating Officer, President, Chief Accounting Officer; SVP, Capital Markets, Investor Relations and Treasurer Chief Accounting Officer SVP, Capital Markets, Investor Relations and Treasurer EVP, Employee Experience Chief Accounting Officer; SVP, Chief Legal Officer SVP, Construction Services Any Construction Director SVP, Retail Development Any Sr. Director, Development SVP, Leasing Vice President or Director, Leasing SVP, Property Management VP, Property Management; Director, Property Management SVP, Chief Legal Officer Any SVP, Legal or VP, Legal SVP, Acquisitions and Dispositions SVP, Capital Markets, Investor Relations and Treasurer; SVP, Chief Legal Officer SVP, Capital Markets, Investor Relations and Treasurer Chief Accounting Officer SVP, Marketing & Communications SVP, Property Marketing & Specialty Leasing; Sr. Director, Marketing SVP, Property Marketing & Specialty Leasing Director, Property Marketing & Specialty Leasing SVP, Chief Technology Officer Chief Accounting Officer 3 VP, Internal Audit and Enterprise Risk Management Internal Audit Manager KRG in-house attorney assigned to a specific property Any KRG in-house attorney From time to time, any two Executive Officers may authorize deviations from this Policy by designating in writing that an individual – including one or both of the authorizing Executive Officers – is authorized to initial or sign a document, regardless of the below requirements. Such designation may be indicated by the initials of the two Executive Officers on the document. 1. Leases and Related Documents. a. Non-binding letters of intent (“LOIs”) should generally be signed only by the prospective tenant and not by KRG or any of its subsidiaries. However, to the extent a tenant requests a signed LOI, the LOI must be: i. initialed by the Leasing Representative; ii. signed by the SVP, Leasing or Vice President, Leasing. b. All leases and lease amendments must be: i. initialed by any KRG in-house attorney; ii. initialed by the Leasing Representative (or Property Manager) responsible for such document; iii. initialed by the SVP, Construction Services if the document requires any Landlord work to the Premises; iv. signed by the SVP, Leasing, unless the total spend exceeds $500,000, in which case it will be signed by the COO, unless the total spend exceeds $1,000,000, in which case it will be signed by the CEO. c. Any document executed by an anchor tenant of a shopping center and a KRG entity that creates an obligation of a KRG entity or additional restriction in the applicable property shall be initialed and executed as set forth in Section 1(b) above. d. Any letter or other document delivering space to any tenant shall be i. initialed by a KRG in-house attorney; ii. signed by the tenant improvement coordinator assigned to the applicable property, unless it is for space in excess of 10,000 square feet, in which case the letter or document shall be initialed by the applicable tenant improvement coordinator; and iii. signed by the SVP, Construction Services, unless it has been signed by the tenant improvement coordinator under d(ii) above. 4 e. Any letter or other document that establishes a firm date for delivery of space for which the failure to deliver by such date results in liabilities to any KRG entity shall be i. initialed by a KRG in-house attorney; ii. initialed by the applicable tenant improvement coordinator; and iii. signed by the SVP, Construction Services. f. Any lease-related document that does not change any material terms of an executed lease, including, without limitation, a memorandum of lease, a landlord lien waiver, a subordination agreement, an assignment that does not relieve the initial tenant and any guarantors from liability, an acknowledgment of the exercise of an option by a tenant, or an owner’s letter or certificate to be submitted in connection with a tenant’s license or permit application, must be: i. initialed by the KRG in-house attorney assigned to the applicable property; and ii. signed by the SVP, Leasing, or any VP, Leasing. g. Any assignment of a lease that relieves the tenant or any guarantor from liability must be initialed and executed as set forth in Section 1(b) above. h. Any letter or other document exercising a right reserved to a KRG entity under a lease to terminate the lease of or recapture the premises from a Tenant who is still operating in the Premises and not in default must be initialed and executed as set forth in Section 1(b) above. i. Any letter or other document purporting to terminate a lease or Tenant’s right to possession for a Tenant who has ceased to operate in the Premises but that does not resolve damages 1 must be signed by a KRG in-house attorney. j. Rent commencement date agreements shall be i. initialed by the lease administrator responsible for the property; and ii. signed by the VP, Property Management. 2. Construction Contracts, Architect Contracts, and Bonds. a. If the construction contract or amendment (not including change orders) is both (i) less than or equal to $1 million and (ii) less than or equal to the Budget Sign- Off, the contract or amendment must be: i. initialed by a Construction Director; ii. initialed by the SVP, Chief Legal Officer if there have been any material modifications to the KRG standard template; and iii. signed by the SVP, Construction Services. 1 Any agreement that resolves the liability of a Tenant or Guarantor shall be treated as a Litigation Document under Section 11 of this Policy. 5 b. If the construction contract or amendment does not meet the above requirements, then the contract or amendment must be: i. initialed by the SVP, Construction Services; ii. initialed by the SVP, Chief Legal Officer if there have been any material modifications to the KRG standard template; and iii. signed by the COO. c. All change orders to construction contracts for an amount less than or equal to $50,000 must be: i. initialed by a Construction Director; and ii. signed by the SVP, Construction Services. d. All change orders to construction contracts for an amount greater than $50,000 must be: i. Initialed by the SVP, Construction Services; and ii. signed by the COO. e. All agreements with architects and amendments to such agreements with an amount equal to or less than $150,000 must be: i. initialed by a Construction Director; ii. initialed by the SVP, Chief Legal Officer, unless the contract is on an approved KRG form without material changes; and iii. signed by the SVP, Construction Services. Prior to execution, a document describing the contract and identifying the total cost, the architect, and the project must be sent to the COO if the contract is for more than $50,000. f. All agreements with architects with an amount greater than $150,000 must be: i. initialed by the SVP, Chief Legal Officer, unless the contract is on an approved KRG form without material changes; ii. initialed by the SVP, Construction Services; and iii. signed by the COO. g. All change orders to architect contracts must be: i. if the revised contract amount is less than or equal to the Budget Sign- Off, initialed by a Construction Director, and signed by the SVP, Construction Services; ii. Otherwise, initialed by the SVP, Construction Services; and signed by the COO. h. Agreements with sureties for the issuance of a bond, including the bond itself, must be: 6 i. initialed by any KRG in-house attorney; ii. initialed by the SVP, Construction Services; iii. initialed by the CFO; and iv. signed by the COO. 3. Pre-Development Contracts, Permits, Easements, etc. Note: “approved budget” refers to the amount last approved by the COO via an executed “Approval to Spend” for projects not yet under construction or a Budget Sign-Off for projects under construction. The COO must authorize Pre- Development to expend all funds. Amounts will be based on the applicable major cost code category (e.g., Architecture, Civil Engineering, Impact Fees, Permit & Connect Fees). a. Consultant/Vendor Contracts (other than agreements for architectural services, which are covered by Section 2 above) or Change Requests must be: i. initialed by the KRG in-house attorney assigned to the applicable property unless the contract is on an approved KRG form without material changes, in which case no attorney initials are required; ii. initialed by a Director, Senior Project Manager or Project Manager in Development Services; and iii. signed by the SVP, Development. b. Any instrument that affects the legal status of real estate owned by KRG or any KRG entity (e.g. plats, easements, development agreements with jurisdictions, permits, amendments to any of the foregoing, estoppel certificates relating to any of the foregoing, etc.) shall be: i. initialed by the KRG in-house attorney assigned to the applicable property; ii. initialed by a Director, Senior Project Manager or Project Manager in Development Services; and iii. signed by the SVP, Development, unless the instrument transfers ownership (fee title transfer) of real estate, in which case the instrument must be treated as a disposition as set forth in Section 4 below. c. Development permit and design review related applications/submissions requiring a signature by “Applicant, Owner, Developer, or Authorized Representative” and not affecting the legal status of real estate owned by KRG shall be signed by the SVP, Development, a Director, a Senior Project Manager or a Project Manager in Development Services, the SVP, Construction Services, or a Director of Constructions Operations. Authorizations to third parties in conjunction with applications/submissions on KRG’s behalf or confirming that a Tenant is authorized to file applications/submissions, must additionally be initialed by the KRG in-house attorney assigned to the applicable property. 7 d. Check or Wire Transfer Requests by Development Services (these procedures shall be in addition to those set forth in Section 14 below): i. All requests must be initialed by a Director, Senior Project Manager, or Project Manager in Development Services and initialed by applicable development personnel for budget verification. ii. Requests for amounts of $15,000 or greater must additionally be initialed by the SVP, Development, COO, CFO, or CEO. iii. Any request that exceeds approved budget must be initialed by the COO. 4. Acquisitions, Dispositions and Leases by KRG Real Property. a. Nonbinding letters of intent for acquisitions or dispositions of operating properties, including dispositions of improved outlots within operating properties or development properties, must be: i. initialed by the person responsible for the deal; ii. initialed by a KRG in-house attorney; and iii. signed by SVP, Acquisitions and Dispositions. b. Nonbinding letters of intent for the purchase of raw land must be: i. initialed by the person responsible for the deal; ii. initialed by s KRG in-house attorney; and iii. signed by SVP, Development, or SVP, Acquisitions and Dispositions. c. Purchase agreements for acquisitions and material amendments to such agreements must be: i. initialed by the person responsible for the deal; ii. initialed by the SVP, Acquisitions and Dispositions or, in the case of raw land, the SVP, Development; iii. initialed by any KRG in-house attorney; and iv. signed by the COO, CFO or CEO. d. Purchase agreements for dispositions and material amendments to such agreements must be: i. initialed by the person responsible for the deal; ii. initialed by the SVP, Acquisitions and Dispositions, or, in the case of raw land, the SVP, Development; iii. initialed by any KRG in-house attorney; iv. initialed by the CFO; and v. signed by the COO, CFO or CEO. 8 e. All closing documents other than closing statements must be: i. initialed by the KRG in-house attorney assigned to the applicable property, unless KRG has engaged outside counsel to represent it in connection with such transaction, in which case a KRG in-house attorney does not need to initial, and ii. signed by the CFO, the SVP, Chief Legal Officer, or any SVP, Legal. f. Closing statements must be: i. initialed by the person responsible for the deal; ii. initialed by the SVP, Acquisitions and Dispositions (or SVP, Development, as the case may be); and iii. signed by the SVP, Capital Markets, Investor Relations and Treasurer, unless the transaction is $50 Million or more, in which case it is signed by the CFO. g. All leases of real or personal property where KRG is the lessee must be signed by the CFO. h. All documents relating to unimproved outlots for sale or lease shall follow the procedures set forth in section 1(a) and (b). 5. Loans and Refinancings a. Term Sheets must be: i. initialed by the initialed by the person responsible for the deal; and ii. signed by the SVP, Capital Markets, Investor Relations and Treasurer. b. Interest rate hedging agreements must be: i. initialed by the SVP, Capital Markets, Investor Relations and Treasurer; and ii. signed by the CFO. c. Closing statements must be: i. initialed by the initialed by the person responsible for the deal; and ii. signed by the SVP, Capital Markets, Investor Relations and Treasurer, unless the loan is $100 Million or more, in which case it is signed by the CFO. d. Loan documents must be: i. initialed by the initialed by the person responsible for the deal; ii. initialed by the KRG in-house attorney assigned to the applicable property, unless KRG engaged outside counsel to prepare and/or review the loan documents, in which case no attorney initials are required; and 9 iii. signed by the SVP, Capital Markets, Investor Relations and Treasurer, unless the transaction is a new loan of $100 Million or more, in which case the CFO shall sign. 6. Service and Consulting Contracts. a. Service and Consulting Contracts, other than agreements covered under Sections 3, 9 and 16 herein, must be: i. initialed by the person who negotiated the contract; ii. initialed by management KRG in-house attorney; and iii. signed by the SVP of the applicable department, unless the agreement is for an annual cost in excess of $100,000, in which case the CFO or COO shall sign. b. All engagement letters with outside counsel and conflict waivers for outside counsel must be signed by any SVP, Legal. 7. Capital Allocation Committee. CAC resolutions must be: a. initialed by a KRG in-house attorney; and b. signed by the members of the Capital Allocation Committee, which currently consists of the CEO, COO, and CFO. 8. Broker and Listing Agreements. a. Any commission agreements with brokers or consultants for leasing an individual premises at a property must be: i. initialed by the person who negotiated the agreement; ii. initialed by a KRG in-house attorney; and iii. signed by the SVP, Leasing. b. Any listing agreements with real estate agents or brokers for leasing property within an entire shopping center must be: i. initialed by the person who negotiated the agreement; ii. initialed by a KRG in-house attorney; iii. initialed by the SVP, Leasing; and iv. signed by the COO. c. Any agreements for the listing of property for sale must be: i. initialed by the person who negotiated the contract; 10 ii. initialed by the SVP, Acquisitions and Dispositions; iii. initialed by any SVP, Legal; and iv. signed by the COO or CFO. 9. Specialty Leasing Agreements. a. Specialty Leasing Agreements involving leasable space 2 (unless the agreement allows KRG to terminate the agreement at its sole discretion upon 60 days’ notice or less) or having a total contract amount of more than $50,000 are to be: i. initialed by the person responsible for the deal; ii. initialed by the Insurance Services Coordinator; iii. initialed by the property manager responsible for the property; iv. initialed by the leasing representative responsible for the property; v. initialed by a KRG in-house attorney; and vi. signed by the SVP, Property Marketing & Specialty Leasing, unless the agreement is a “Master Agreement,” in which case it shall be initialed by the SVP, Property Marketing & Specialty Leasing and signed by the COO. b. Specialty Leasing Agreements that (A) do not involve leasable space, (B) that involve leasable space but that can be terminated by KRG at its sole discretion upon 60 days’ notice or less, or (C) that have a total contract amount of $50,000 or less must be: i. initialed by the person responsible for the deal; ii. initialed by the Insurance Services Coordinator; and iii. signed by the SVP, Property Marketing & Specialty Leasing. c. Contracts relating to expenditures arising out of Specialty Leasing Agreements, such as fees payable to third parties for waivers of contractual restrictions: i. If the contract is for a total expenditure equal to or less than $50,000, it shall be signed by the SVP, Property Marketing & Specialty Leasing. ii. If the contract is for a total expenditure greater than $50,000, it shall be: 1. initialed by the SVP, Property Marketing & Specialty Leasing; and 2. signed by the COO. 10. Property Management 2 For the purposes of this Policy, “leasable space” means space being generally marketed by the Company to full-time tenants for lease, such as “inline space.” 11 a. Property management agreements and documents changing any term thereof must be: i. initialed by the person responsible for the deal; ii. initialed by the property manager responsible for the property; iii. initialed by a Sr. Property Manager, assigned to the applicable region; iv. initialed by a KRG in-house attorney; and v. signed by the VP, Property Management, unless the total dollar amount of such agreement is under $50,000, in which case the document may be signed by a Director, Property Management. b. Service agreements relating to property management with an annual expenditure that is less than or equal to the amount budgeted for the applicable property must be: i. initialed by the person who negotiated the contract (unless that person is the signatory under iii below); ii. initialed by a KRG in-house attorney if the service agreement is not on the approved KRG form or if the KRG form has been materially changed; and iii. signed by 1. A Property Manager if the annual expenditure is less than or equal to $25,000 2. A Director of Property/Facility Management if the annual expenditure is less than or equal to $50,000; or 3. A VP, Property Management if the annual expenditure is less than or equal to $75,000; or 4. A SVP, Property Management if the annual expenditure is greater than $100,000. c. Service agreements relating to property management with an annual expenditure that is greater than the amount budgeted for the applicable property must be: i. initialed by the person who negotiated the contract (unless that person is the signatory under iii below); ii. initialed by a KRG in-house attorney if the service agreement is not on the approved KRG form or if the KRG form has been materially changed; and iii. signed by 1. A Property Manager if the annual expenditure is less than or equal to $25,000 12 2. A Director of Property/Facility Management if the annual expenditure is less than or equal to $50,000; or 3. A VP, Property Management if the annual expenditure is less than or equal to $75,000; or 4. A SVP, Property Management if the annual expenditure is less than or equal to $100,000; or 5. The COO if the annual expenditure is greater than $100,000. d. Agreements with third parties for access to properties, such as cable and other utility providers (unless such agreements are covered by Section 3 above): 1. initialed by the person who negotiated the contract; 2. initialed by the Development Project Coordinator; 3. initialed by a KRG in-house attorney if the agreement is not on the approved KRG form or if the KRG form has been materially changed; and 4. signed by a Sr. Property Manager. e. Contracts relating to expenditures at the property-management level, including both marketing and personal property expenditures: i. If the contract has been approved in an operating budget, is not for a capital improvement, and is equal to or less than $5,000, it may be signed by the property manager for the applicable property. ii. If the contract has been approved in an operating budget, is not a capital improvement, and is more than $5,000 but less than $75,000, it must be 1. initialed by the property manager for the property; and 2. signed by SVP, Marketing and Communications, or the SVP, Property Marketing & Specialty Leasing. iii. If the contract is for a budgeted capital improvement or it involves KRG spending $75,000 or more (regardless of whether it is in an approved operating budget), the contract must be: 1. initialed by the property manager; 2. initialed by the VP, Property Management; and 3. signed by the COO or CFO. iv. If the contract has not been approved in an operating budget, is not a capital improvement, and does not involve KRG spending at least $75,000, it must be initialed by the Property Manager for the property and signed by the VP, Property Management. v. If the contract is for an unbudgeted capital improvement of $100,000 or less, the contract must be: 1. initialed by the property manager; 13 2. initialed by the VP, Property Management; 3. initialed by the SVP, Property Management; and 4. signed by the COO or CFO. vi. If the contract is for an unbudgeted capital improvement in excess of $100,000, the contract must be: 1. initialed by the property manager; 2. initialed by the VP, Property Management; 3. initialed by the SVP, Property Management; 4. initialed by the COO or CFO; and 5. signed by the CEO. f. Insurance claims, insurance settlements and proofs of loss: i. Insurance claims, insurance settlements and proofs of loss under $100,000 must be signed by the VP, Insurance and Risk. ii. Insurance claims, insurance settlements and proofs of loss of $100,000 or more must be: 1. initialed by the VP, Insurance and Risk; and 2. signed by the CFO. 11. Property Tax-Related Documents a. Property Tax Appeal Stipulations and Settlements – Must be signed by the CFO, any SVP, Legal, or outside counsel. b. Contingency Fee Contracts for Representation in Property Tax Appeals – Must be signed by the CFO, any SVP, Legal, or outside counsel. 12. Corporate Documents. All company organizational and governance documents, such as articles of incorporation or organization, bylaws, operating agreements, and annual reports, must be signed by the VP and Secretary; any SVP, Legal; or the CFO. 13. Litigation Documents and Third-Party-Claims Documents. a. All documents related to any pending or threatened litigation matter, including settlement agreements with tenants, must be signed by the SVP, Chief Legal Officer or VP, Head of Legal Disputes, except as set forth below or as otherwise provided in this Policy. 14 b. Litigation related documents which must be based on personal knowledge, including affidavits and declarations, must be signed by the employee holding such personal knowledge. c. Settlement agreements relating to personal injury or property damage incidents occurring on a property for an amount equal to or less than $10,000 and for which no lawsuit has been filed may be signed by the VP, Property Management, with input from the VP, Head of Legal Disputes. d. Any proof of claim or similar document to be filed in connection with the bankruptcy of any tenant or other party must be signed by the Supervisor, Accounts Receivable or VP, Head of Legal Disputes. e. All tenant default letters must signed by a KRG in-house attorney or outside counsel engaged by KRG. 14. Employee Experience a. Offers of employment must be: i. reviewed by the head of the department within which such employee will work; ii. initialed by the COO, CFO or CAO; and iii. signed by the EVP, Employee Experience. b. Separation agreements with terminated employees must be: i. initialed by the SVP, Chief Legal Officer, and ii. signed by the EVP, Employee Experience. c. Employment agreements must be: i. initialed by the EVP, Employee Experience; ii. initialed by the SVP, Chief Legal Officer; and iii. signed by the CEO. d. Agreements with third parties relating to the presentation of candidates to KRG for employment must be: i. initialed by any SVP, Legal; and ii. signed by the EVP, Employee Experience. e. Agreements relating to benefits (other than agreements relating to the Company’s 401(k) plan or other ERISA program) made available to employees of the Company must be: i. initialed by the SVP, Chief Legal Officer; and ii. signed by the EVP, Employee Experience. 15 f. Agreements relating to the Company’s 401(k) plan or other ERISA program made available to employees of the Company must be: i. initialed by either the Chief Accounting Officer or the SVP, Chief Legal Officer; and ii. signed by the EVP, Employee Experience. 15. Check and Wire Requests a. All check and wire requests will be evaluated pursuant to KRG’s Standard Operating Procedures. b. All check and wire requests for $1,000 or more must be signed by (i) an SVP, unless in excess of $25,000, in which case, it shall be signed by the Chief Accounting Officer or SVP, Capital Markets, Investor Relations and Treasurer, unless in excess of $100,000, in which case it shall be signed by the CFO; or (ii) an Executive Officer. c. Check and wire requests for less than $1,000 may be signed by an Executive Officer, an SVP, a Vice President, or a Director. d. Check and wire requests for less than $250 may be signed by an Executive Officer, an SVP, a Vice President, a Director, or a Manager. 16. Confidentiality Agreements a. Confidentiality Agreements with respect to the exchange of due diligence materials regarding a property for potential acquisition or disposition must be initialed by a KRG in-house attorney and signed by the SVP, Dispositions and Acquisitions, SVP, Capital Markets, Investor Relations and Treasurer, or any Executive Officer. b. Confidentiality Agreements with respect to the exchange of confidential information with a prospective or existing tenant must be initialed by a KRG in-house attorney and signed by the SVP, Leasing. c. All other Confidentiality Agreements must be initialed by a KRG in-house attorney and executed by an Executive Officer. 17. Information Technology. Any agreement for the provision of technology services, software, hardware, consulting, and the like shall be: i. initialed by the individual responsible for negotiation of or compliance with such agreement; and 16 ii. signed by the SVP, Chief Technology Officer or, if the agreement obligates KRG or any KRG entity to spend more than $50,000 in any year or over the duration of such agreement, signed by the CFO. 18. Internal Audit. Any agreement relating to the conduct of the internal audit function of the Company, shall be: i. Initialed by the SVP, Chief Legal Officer; and ii. signed by the VP, Internal Audit and Enterprise Risk Management or, if the agreement obligates KRG or any KRG entity to spend more than $50,000 in any year or over the duration of such agreement, signed by the CFO. 19. Miscellaneous. a. Any agreement not otherwise described in this Signature Authority Policy shall be: i. initialed by the individual responsible for negotiation of or compliance with such agreement; ii. initialed by any KRG in-house attorney; and iii. signed by the officer of KRG having supervision over the individual initialing under (i) above or, if the agreement obligates KRG or any KRG entity to spend more than $25,000 in any year or over the duration of such agreement, signed by the CEO, COO, or CFO.