06-09-2009 Board of Directors MinutesSalina Downtown, Inc
... to champion a healthy, vibrant downtown community!
BOARD OF DIRECTORS
Clark Renfro
UMB Bank
SDI President
Steve Howe
Office of
Congressman 3erry Moran
SDI Vice President
Beth Vinson
Salina Regional Health Center
SDI Secretary
Melissa Goetz
KC&G Business Appraisal
Associates
SDI Treasurer
Lou Appleby
Appleby & Marsh Architects
Robin Ca tes
On The Pot
Tony Dong
Martinelli's Little Italy
Mike Forrestal
Lee Development LLC
Jerry Hinrikus
Sign Pro
Ken Jennison
Salina Media Group
Christy Lauer
Simply Baby and More
Kenneth Rinke
Salina Taco 3ohns
Jim Sergeant
Salina Surgical Center
Phyllis C. Klima
Executive Director
SALI NA DOWNTOWN, INC.
Board of Directors
Tuesday, June 9, 3:30 p.m.
Chamber of Commerce Board Room, 120 W. Ash
DRAFT MINUTES
I. President Clark Renfro called the meeting to order.
II. Roll Call: Present: Clark Renfro, Jerry Hinrikus, Robin Cates, Ken Rinke, Steve
Howe, Ken Jennison, Beth Vinson, Christy Lauer, Tony Dong. Absent: Melissa Goetz,
Mike Forristal. Staff: Phyllis Klima and Cindy Lamer.
III. Recognition of guests —Jason Gage, Joel Benson, Jim Ravenkamp and Dennis
Lauver.
IV. Additions or changes to the agenda — None
V. Approval of minutes - Jerry Hinrikus moved to approve the minutes from May
1 2, 2009 meeting. Steve Howe seconded motion. Motion carried.
VI. Annual Financial Report — Joel Benson from Benson Accounting presented the
accounting review for 2008. See attached letter and report. Robin Cates moved to
accept report. Tony Dong seconded. Motion carried.
VII. Board Committee Reports
• Friends of the River — Public outreach meeting scheduled are: Smoky Hill
River Festival tent, Stiefel Theatre on June 19 and Central Mall on June 20.
They are looking for volunteers to assist them.
• Business Incentive Package — The City of Salina Neighborhood
Revitalization Program is available. Calls to businesses by Board members
is progressing. Clark Renfro will begin doing a column in the monthly
newsletter.
• Holiday Llghtinq — Lights are ordered. The Access, Attachment, and
Maintenance Agreement form has been mailed to all Santa Fe businesses
and property owners.
• Nominations - Beth Vinson and Melissa Goetz have agreed to run again.
David Moody, Jeff Guernsey and Heidi Heidrick have filed Expression of
Interest forms. It was suggested to ask Ted or Karen Hauser, Jim Loader,
Todd Keller Alan Jilka, Paula Fried, Kent Buer and Bill Roberts if they
would be interested. Ballots go out in July.
VIII. Standing Committee/Task Force Reports — See attached
Business Support and Recruitment — Project open has funded four cash
grants applicants: Quilting Bee, Theisen/Elise Salon, All Star Automotive,
and JMH Cleaning. Next round is due August 3.
C & A — Committee has not met.
Destination Marketing --No report.
Chamber/SDI Task Force — Tony Dong moved the we approve the Task
Force recommendations. Jim Ravenkamp addressed the board regarding
the handling of his lease agreement with SDI. He was disappointed in how
it was handled and felt he was treated disrespectfully. The Board thanked
him for his comments and stated how much they appreciated all he has
done for the Downtown. After more discussion Tony amended his motion to
approve Task Force recommendations pending successful lease
agreement. Robin Cates seconded motion. Motion carried.
IX. Director's Report — See attached.
ction Items
205 west Ash . Po Box 1055, Salina, KS 57402-1055 . (785) 825-0535 . FAX (785) 825-7215• www.salinadowntown.com
Appointments to SDI Board — Russell Prophet — 2 years and Brian Richardson —
year.
Request for Executive Session — Board went into executive session at 5:25.
Robin Cates moved to reconvene at 6:18. Ken Rinke seconded motion. Motion
carried. Clarke Renfro will meet with Phyll to discuss evaluation.
XI. Additional Items — None
XII. Ken Jennison moved to adjourn. Beth Vinson seconded. Motion carried and
meeting adjourned at 6:22.
SALINA DOWNTOWN, INC.
Executive Director's Report
June 2009
Administration — Met with accountants to help define in house procedures and coding of several new programs.
This process is important because it will enable both the accountants and staff to quickly review specific
programs and to pull clear/accurate reports for multiple funding sources.
Program of Work
1. Board —
2669 Program of Work
A. Smoky Hill River Development — Friends of the River Foundation community outreach meetings
were exceptionally well attended. The downtown event was held in the Watson Room at the
Stiefel Theatre for the Performing Arts. The Foundation has requested consideration of an
additional contribution to help complete phase 1.
B. Business Incentive Package — The Board members working on this priority have not met since
February 18. However, board members are continuing to make personal calls on Lee District
member businesses. Ken Jennison has been the "Leader of the Pack."
Project Open has 32 applicants and the second round of grant applications are due August 3.
1 continue to do follow-up with the Lee District businesses participating in Project Open as well
as continuing to "business coach" the five FastTrac@ graduates.
Salina has been designated as a NetWork Kansas E -Community! The Chamber and SDI jointly
authored this application. We now have $75,666 State Tax Credits to sell to establish a
revolving loan fund for Salina small businesses. The Chamber will administer this program.
will serve as Salina representative to the State and Regional E -Community meetings.
Development Incentive Program applications are due Sept 1 1 .
C. Holiday lighting 2669 — letters mailed to property/business owners May 26, deposit paid to
contractor, fund established at GSCF
Board Elections — The following Board members' terms expire this year:
Tony Dong - has served two terms and is not eligible for re-election
Steve Howe — declines to run for re-election
Melissa Goetz — has agreed to run for a second term
Beth Vinson — has agreed to run for a second term
Slate of candidates due to be presented at the June SDI Board meeting.
2. Committee Reports
A. Business Support and Recruitment
Met Thursday, June 18
• Development Incentive Program applications are due Sept 1 1 .
• The City Downtown Parking Committee has not met since Oct 17.
• The City Commission approved the wayfinding signage bid at their regular meeting July 6. This package
includes the Lee District wayfinding and parking signage.
• The City has received the final lighting study report in early May. Expect that the report will be presented
to the City Commission sometime this summer
• Public Art Project Proposal — I have attached the presentation made to the City Commission June 15 in
public address section of their meeting. The City staff have been most helpful in working through the
process to formalize any future project of this nature. SDI staff will continue to assist at their request.
• Continue individual contact with developers on as requested basis.
• Continue individual business consultations.
• Scheduled the second FastTrac@ session on to begin in November. This session will be held at the
Salina Public Library and is being marketed through their CLASS program.
• Business Activity Reports
NEW BUSINESSES —
BUSINESSES FOR SALE
Carol Lee Donuts
Santa Fe Phillies and Subs
BUSINESSES CLOSING/CLOSED
Temp Closings following fire
Anderson's Leather Shop
RELOCATED VVINTHIN DISTRICT:
TFI has moved from 7th Street to the former Wadell and Reed location in the
Townsite Building. TFI is a Not-for-profit group and therefore, exempt from
Service Fee Assessment. TFI has about 30 employees.
B. Communications and Advocacy — Did not meet this month.
Published e -newsletter and direct mailed to about 65 businesses who either report no e-mail
address or who have indicated mail as their communication preference.
SDI staff appeared before the City Commission three time: June 15 regarding Plant Salina and
June 22 (study session) and July 6 in support of the wayfinding signage bid award. Carla
Welsh, Yarns Sold and Told was also present July 6 in support ofwayfinding signage.
C. Destination Marketing —
Met Wednesday, June 10.
• Agreed to help market Plant Salina project up to $756 of their un -allocated marketing budget.
(This money was not spent due to the termination of the project.)
• Agreed to commit $1,000 and a portion of the allocated media budget to the July 1 6-1 9
Sidewalk Sale (Now titled "Buddy's Block Party"). This will be the first Retail Task Force to work
specifically on this event.
• Agreed to solicit additional marketing funds through "Marketing Opportunities" mailings as in
previous years. Requested that staff handle all the layout and printing in house.
City of Salina
Downtown Improvements —
• City Comprehensive Planning process is nearing completion.
• Way finding Signage — City Commission awarded the bid for the signage on Monday July 6. In
conversation with the engineers, they indicated that installation would be last summer or early fall .
Salina Area Chamber of Commerce
• Project Open has 32 applicants and the second round of grant applications are due August 3. 1 continue
to do follow-up with the Lee District businesses participating in Project Open as well as continuing to
"business coach" the five FastTrac@ graduates.
• Salina has been designated as a Network Kansas E -Community! The Chamber and SDI jointly
authored this application. We now have $75,666 State Tax Credits to sell to establish a revolving loan
fund for Salina small businesses. The Chamber will administer this program. I will serve as Salina
representative to the State and Regional E -Community meetings.
PR/Speaking engagements — Friendly Fire, June 24.
Professional Development - Destination Boot Camp, webinars will be available in June. These are part of the
follow-up of the May Boot Camp and are included in the original registration.
OFFICE LEASE
THIS LEASE, made and entered into as of the day of , 20091 by and between:
LANDLORD: Salina Area Chamber of Commerce
120 W. Ash Street
P.O. Box 586
Salina, Kansas 67402-0586
TENANT: Salina Downtown, Inc.
205 W. Ash Street
P.O. Box 1065
Salina, Kansas 67402-1065
LOCATION:
The parties hereby agree that Tenant is leasing the effective use of the following described
areas on the real estate located at 120 W. Ash Street, Salina, Kansas (the "Real Estate"):
See attached Exhibit "A"
(hereinafter referred to as the "premises" or "leased premises")
1. Term.
(A) Original Term.
two (42) months, commencing _
2013.
Landlord leases the above-described premises for a term of forty-
, 2009, and terminating on
(B) Automatic Renewal. The lease is automatically renewed for an additional one (1)
year term commencing on 2013, and terminating on ,
2014.
(C) Additional Renewals. Landlord grants to Tenant an option to renew this lease
agreement for subsequent periods of one (1) year each following the expiration of the Automatic
Renewal as set forth in Section 1(B) above. To exercise this option, Tenant must give Landlord
written notice of the intention to renew this lease agreement for an additional one (1) year period at
least ninety (90) days prior to the expiration of this lease agreement as renewed under Section 1(B)
above or Section 1(C) herein.
2. Rent and Operational Expenses.
(A) Base Monthly Rent. The Tenant shall and hereby agrees to pay to the Landlord,
without demand thereof, base monthly rent for said premises in advance, on the first day of each and
every month during the Original Term of this lease as set forth in Section 1(A) above, as follows:
The base monthly rent shall be $570.00.
(B) Rent for operational Expenses. Tenant shall pay to Landlord in advance, without
demand thereof, monthly payments equal to 11% of the operational expenses for said Real Estate, on
1
the first day of each and every month during the original Term, the Automatic Renewal and any
Additional Renewal of this lease.
For purposes herein, the monthly payments for operational expenses shall be calculated on
the basis of the average operating expenses of the Real Estate for the previous year, estimated as of
the beginning of the term hereof, and each calendar year thereafter. Within sixty (6o) days after the
end of each calendar year, the Landlord or his designated agent shall determine the actual
operational expenses for the preceding calendar year and furnish a copy of such computations in
writing to Tenant. Tenant shall have the right to audit Landlord's books and records supporting such
expenses. If the total monthly payments of operating expenses made by Tenant in such calendar
year exceed the actual operating expenses, then such excess shall be credited toward future operating
expense payments until exhausted. If the actual operating expenses exceed the total monthly
payments made by Tenant, the Tenant shall pay the difference to the Landlord on or before February
1 st of each year. Further, the monthly payments for operating expenses for the current year will be
adjusted to the actual operating expenses for the preceding year.
For purposes herein, "operational Expenses" shall have the following meaning:
(1) "operational Expenses" — the total costs and expenses incurred and/or
accrued in managing, operating, maintaining, equipping, repairing, and protecting the premises,
including but without limitation:
(a) All janitorial services and supplies and all other services and materials
used in the operation and maintenance of the common areas of the Real Estate.
(b) Costs of all maintenance and service agreements.
(c) Insurance costs allocable to the Real Estate.
(d) Total charges made by an electricity, water, heating oil or natural gas
utility company or supplier of services, or their successors, supplying the electrical power, water,
natural gas or heating oil or other services (hereinafter "utilities") for utilities used in, on or for Real
E state .
(e) Cost of repairs and general maintenance, exclusive of expense of
alterations to the premises of the accommodation of a specific Tenant or tenants, and exclusive also
of expenditures made for capital investments or improvements.
(f) Cost of general Internet service, phone services (excluding long distance),
and other reasonable communication fees.
(g) Cost of replacement, maintenance and upkeep of the landscaping and
grounds for the Real Estate.
E state .
(h) Real estate or other similar taxes levied on or charged against the Real
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(C) Rent Obligation. The Operational Expenses charged by the Landlord to Tenant
pursuant to Section 2(B) hereof shall be considered as rent due hereunder and a default in the
payment required under Section 2(A) or Section 2(B) shall be deemed to be a default under this
lease.
3. Additional Rent.
All taxes, charges, costs, and expenses that Tenant assumes or agrees to pay under this lease
agreement, together With all interest and penalties that may accrue thereon in the event of the failure
of Tenant to pay those items, and all other damages, costs, expenses, and sums that Landlord may
suffer or incur, or that may become due, by reason of any default of Tenant or failure by Landlord to
comply With the terms and conditions of this lease agreement shall be deemed to be additional rent,
and, in the event of nonpayment, Landlord shall have all the rights and remedies as provided in this
lease agreement for failure to pay rent.
4. Default.
Each of the following events shall constitute a default or breach of this lease agreement by
Tenant:
(1) If Tenant, or any successor or assignee of Tenant while in possession, shall file a
petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall
voluntarily take advantage of any such act by answer or otherwise, or shall make an
assignment for the benefit of creditors.
(2) If involuntary proceedings under any bankruptcy law or insolvency act shall be
instituted against Tenant, or if a receiver or trustee shall be appointed of all or substantially
all of the property of Tenant, and such proceedings shall not be dismissed or the receivership
or trusteeship vacated within thirty (30) days after the institution or appointment.
(3) If Tenant shall fail to pay Landlord any rent or additional rent when the rent shall
become due and shall not make the payment within ten (10) days after notice thereof by
Landlord to Tenant.
(4) If Tenant shall fail to perform or comply with any of the conditions of this lease
agreement and if the nonperformance shall continue for a period of ten (10) days after notice
of nonperformance given by Landlord to Tenant or, if the performance cannot be reasonably
had within the ten-day period, Tenant shall not in good faith have commenced performance
within the ten-day period and shall not diligently proceed to completion of performance.
(5) If this lease agreement shall be transferred to or shall pass to or devolve on any
other person or party, except in the manner permitted in this lease agreement.
5. Landlord's Remedies upon Default
In the event of any default under this lease agreement, as set forth in Section 4, the rights of
Landlord shall be as follows:
(1) Landlord shall have the right to cancel and terminate this lease agreement, as well
as all of the right, title, and interest of Tenant under this lease agreement, by giving to Tenant
3
not less than thirty (30) days' notice of the cancellation and termination. on expiration of the
time fixed in the notice, this lease agreement and the right, title, and interest of Tenant under
this lease agreement, shall terminate in the same manner and With the same force and effect,
except as to Tenant's liability, as if the date fixed in the notice of cancellation and
termination Were the end of the term originally set forth in this lease agreement.
(2) Landlord may enter the leased premises immediately and remove the property of
Tenant, and store the property in a public Warehouse or at a place selected by Landlord, at
the expense of Tenant. After entry Landlord may terminate the lease on giving ten (10) days'
Written notice of termination to Tenant. Without the notice, entry will not terminate this
lease agreement. on termination, Landlord may recover from Tenant all damages
proximately resulting from the breach, including the cost of recovering the leased premises
and the value of the rent due and to become due under the lease for the remainder of the
lease term, Which sum shall be immediately due Landlord from Tenant.
(3) Landlord shall make use of any other remedy or remedies available under Kansas
law. No action of Landlord shall be construed as an election to terminate the lease unless
written notice of such intention be given to Tenant.
5. Place of Payment.
It is further understood and agreed that Tenant shall pay said rent promptly Without prior
notice or demand as above stipulated at Landlord's address as set forth below, or such other place or
places as the Landlord may designate from time to time in Writing.
7. Notices.
All notices, demands, or other Writings in this lease agreement provided to be given or made
or sent, or Which may be given or made or sent, by either party to the other, shall be deemed to have
been fully given or made or sent When made in Writing and deposited in the United States mail,
registered and postage prepaid, and addressed as follows:
To LANDLORD: Salina Area Chamber of Commerce
P.O. Box 586
Salina, Kansas 67402-0586
To TENANT: Salina Downtown, Inc.
P.O. Box 1065
Salina, Kansas 67402-1065
The address to which any notice, demand, or other writing may be given or made or sent to
any party as above provided may be changed by written notice given by such party as above
provided.
S. Assignment, Mortgage or Sublease.
Neither Tenant nor its successors or assigns shall assign, mortgage, pledge, or encumber this
lease agreement or sublet the leased premises in whole or in part, or permit the leased premises to be
used or occupied by others, nor shall this lease agreement be assigned or transferred by operation of
law, without the prior, express, and written consent in writing of Landlord in each instance. If this
lease is assigned or transferred, or if all or any part of the leased premises is sublet or occupied by
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anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee,
transferee, subtenant, or occupant, and apply the net amount collected to the rent reserved in this
lease agreement. However, any such assignment, subletting, occupancy, or collection shall not be
deemed a waiver of any agreement or condition of this lease agreement, or the acceptance of the
assignee, transferee, subtenant, or occupant as Tenant. Tenant shall continue to be liable under this
lease agreement in accordance with its terms and conditions and shall not be released from the
performance of the terms and conditions of this lease agreement. The consent by Landlord to an
assignment, mortgage, pledge, or transfer shall not be construed to relieve Tenant from obtaining the
express written consent of Landlord to any future transfer of interest.
9. Use.
(A) Tenant shall use and occupy portions of the leased premises as described in Exhibit
"A."
(B) Landlord's receptionist shall be responsible for answering incoming phone calls for
the Tenant's operation.
(C) Tenant shall have access to common areas and meeting rooms otherwise located on
the Real Estate.
(D) Tenant shall use and occupy premises for the purpose of conducting commercial
business.
(E) The Tenant shall not use or permit the use of any portion of said Real Estate for any
other purpose not permitted under Section 9 of this lease, or for any unlawful purpose or purposes.
to. Care of Premises.
The Tenant shall not perform any acts or carry on any other practices which may damage the
building or be a nuisance or menace to others occupying the Real Estate.
11. Repairs.
Landlord shall, at all times during the term of this lease agreement and at its own cost and
expense, repair, replace, and maintain in a good, safe, and substantial condition, all buildings and
any improvements, additions, and alterations to such buildings, on the Real Estate, as a result of
normal wear and tear of Tenant. Tenant shall use all reasonable precaution to prevent waste,
damage, or injury to the Real Estate and shall be responsible for all repairs not the result of normal
wear and tear.
12. Alterations, Additions, and Improvements.
Unless the prior written consent of Landlord is obtained, Tenant shall not make any
alterations, additions, or improvements in and to the leased premises and the Real Estate. Upon the
approval by Landlord, all alterations shall be performed in a satisfactory manner and shall not
weaken or impair the structural strength, or lessen the value, of the Real Estate, or change the
purposes for which the building, or any part of the Real Estate, may be used. All alterations,
additions, and improvements on the Real Estate or in the leased premises at the commencement of
the original Term, and which may be erected or installed during the term of this lease, shall become
part of the Real Estate and the sole property of Landlord, except that all moveable fixtures installed
5
by Tenant shall be and remain the property of Tenant unless Landlord should invoke the Remedies
provided for in Section 5.
13. Limited Liability.
The Landlord shall be held harmless by the Tenant from any liability for injury to any person
(including death) or damage to any property in or upon said Real Estate, including the person and
property of the Tenant and his employees and all persons in the building at his or their invitation
except When directly caused by the negligence of the Landlord. All personal property of any kind or
description Whatsoever in the leased premises shall be at the Tenant's sole risk, and the Landlord
shall not be liable for any damage done to or loss of such personal property, except if directly
attributable to the negligence of Landlord; or for damage or loss suffered by the business or
occupation of the Tenant arising from any act of neglect of co -tenants or other occupants of the
building, or of their employees, or of other persons or from the heating or plumbing fixtures, or from
electric Wires, or from gas, or odors, or leaking roofs, or caused in any other manner Whatsoever,
except if directly attributable to the negligence of Landlord.
14. Fire.
In the event said Real Estate is destroyed or so damaged by fire, flood, or storm, or explosion
or earthquake or any other unavoidable casualty, as to become untenable, then Landlord shall, Within
thirty (30) days from the date of such casualty, elect to either rebuild and put said Real Estate in
good condition and fit for occupancy Within a reasonable time after such total or partial destruction,
or may give notice in Writing terminating this lease. If, in the reasonable opinion of the parties, the
structures on said Real Estate are not capable of being rebuilt and restored Within one hundred eighty
(180) days following such casualty, Tenant shall have the right to terminate this lease as of the date
of such casualty, regardless of Landlord's notice of election to rebuild, provided, Tenant shall notify
Landlord of its election to terminate this lease within thirty (30) days following such casualty. If the
structures on said Real Estate are determined by Landlord to be not fit for occupancy the rent shall
be abated on a pro rata basis from the time of such destruction or damage until said premises have
been repaired by the Landlord and delivered to Tenant for its occupancy.
15. Waiver.
The failure of Landlord to insist on strict performance of any of the terms and conditions of
this lease agreement on a specific instance shall be deemed a waiver of the rights or remedies that
Landlord may have regarding that specific instance only, and shall not be deemed a waiver of any
subsequent breach or default in any terms and conditions.
15. Partnership.
Nothing contained herein shall be deemed or construed by the parties hereto, nor by any
third party, as creating a relationship between the parties hereto other than the relationship of
Landlord and Tenant.
17. Joint and Several obligations.
"Party" shall mean Landlord or Tenant; and if more than one person or entity is Landlord or
Tenant, the obligations of each of those persons or entities shall be joint and several.
18. Indemnity.
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Tenant shall indemnify Landlord against any and all expenses, liabilities, and claims of every
kind, including reasonable counsel fees, by or on behalf of any person or entity arising out of either
(1) a failure by Tenant to perform any of the terms or conditions of this lease agreement, (2) any
injury or damage happening on or about the leased premises, (3) failure to comply with any law of
any governmental authority, or (4) any mechanic's lien or security interest filed against the leased
premises or equipment, materials, or alterations of buildings or improvements on the leased
premises.
19. Easements, Agreements, or Encumbrances.
The parties shall be bound by all existing easements, agreements, and encumbrances of
record relating to the leased premises, and Landlord shall not be liable to Tenant for any damages
resulting from any action taken by a holder of an interest pursuant to the rights of that holder.
20. Representations by Landlord.
At the commencement of the term, Tenant shall accept the buildings and improvements and
any equipment in their existing condition and state of repair, and Tenant agrees that no
representations, statements, or Warranties, express or implied, have been made by or on behalf of
Landlord in respect thereto except as contained in the provisions of this lease agreement. Landlord
shall in no event be liable for any latent defects.
21. Surrender of Possession.
(A) Tenant shall, on the last day of the term, or on earlier termination and forfeiture of
this lease agreement, peaceably and quietly surrender and deliver the leased premises to Landlord
free of subtenancies, including all additions, and improvements constructed or placed on the leased
premises by Tenant, except moveable trade fixtures, all in good condition and repair.
(B) If Landlord so elects, any trade fixtures or personal property not used in connection
with the operation of the leased premises and belonging to Tenant, if not removed at the termination
or forfeiture of this lease agreement, shall be deemed abandoned and become the property of
Landlord without any payment or offset for such fixtures or property. At Landlord's election,
Landlord may remove such fixtures or property from the Real Estate and store them at the risk and
expense of Tenant.
(C) Tenant shall repair and restore all damage to the leased premises caused by the
removal of equipment, trade fixtures, and personal property.
22. Other Remedies of Landlord.
(A) In the event of a breach or a threatened breach by Tenant of any of the terms or
conditions of this lease agreement, Landlord shall have the right of injunction to restrain Tenant and
the right to invoke any remedy allowed by law or in equity, as if the specific remedies of indemnity
or reimbursement were not provided in this lease agreement.
(B) The rights and remedies given to Landlord in this lease agreement are distinct,
separate, and cumulative, and no one of them, Whether or not exercised by Landlord, shall be
deemed to be in exclusion of any of the others in this lease agreement, by law, or by equity provided.
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(C) In all instances under this lease agreement, and in any suit, action, or proceeding of
any kind between the parties, it shall be presumptive evidence of the fact of the existence of a charge
being due if Landlord shall produce a bill, notice, or certificate of any public official entitled to give
notice to the effect that such charge appears of record on the books in his or her office and has not
been paid.
(D) No receipt of money by Landlord from Tenant after default or cancellation of this
lease agreement in any lawful manner shall (1) reinstate, continue, or extend the term or affect any
notice given to Tenant, (2) operate as a Waiver of the right of Landlord to enforce the payment of
rent and additional rent then due or falling due, or (3) operate as a Waiver of the right of Landlord to
recover possession of the leased premises by proper suit, action, proceeding, or other remedy. After
(1) service of notice of termination and forfeiture as provided in this lease agreement and the
expiration of the time specified in such notice, (2) the commencement of any suit, action,
proceeding, or other remedy, or (3) final order or judgment for possession of the leased premises,
Landlord may demand, receive, and collect any monies due, Without in any manner affecting such
notice, order or judgment. Any and all such monies so collected shall be deemed to be payment on
account of the use and occupation of the leased premises or at the election of Landlord, on account
of the liability of Tenant under this lease agreement.
23. Entire Agreement.
This lease agreement shall constitute the entire agreement between the parties. Any prior
understanding or representation of any kind preceding the date of this lease agreement shall not be
binding upon either party except to the extent incorporated in this lease agreement.
24. Modification of Agreement.
Any modification of this lease agreement or additional obligation assumed by either party in
connection with this lease agreement shall be binding only if evidenced in a writing signed by each
party or an authorized representative of each party.
25. Binding Effect.
This lease agreement shall bind and inure to the benefit of the respective successors, and
assigns of the parties.
25. Applicable Law.
This lease agreement shall be governed by and construed in accordance with the laws of the
State of Kansas.
27. Time of the Essence.
It is specifically declared that time is of the essence in all provisions of this lease agreement.
28. Paragraph Headings.
The titles to the paragraphs of this lease agreement are solely for the convenience of the
parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the
provi si ons of this lease agreement.
In witness whereof, each party to this agreement has caused it to be executed at Salina,
Kansas on the date indicated below.
LANDLORD
Salina Area Chamber of Commerce, Inc.
Dennis W. Lauver, President/CEO
TENANT
Salina Downtown, Inc.
RM
ITS:
14. Eminent Domain.
Rights and duties in the event of condemnation are as follows:
(1) If the whole of the leased premises shall be taken or condemned by any
competent authority for any public or quasi -public use or purpose, this lease agreement shall cease
and terminate as of the date on which title shall vest in that authority, and the rent reserved under
this lease agreement shall be apportioned and paid up to that date.
(2) If only a portion of the leased premises shall be taken or condemned, this lease
agreement shall not cease or terminate, but the rent payable after the date on which Tenant shall be
required to surrender possession of such portion shall be reduced in proportion to the decreased use
suffered by Tenant as the parties may agree or as shall be determined by mediation or arbitration.
(3) In the event of any taking or condemnation in Whole or in part, the entire
resulting award of consequential damages shall belong to Landlord Without any deduction from
such award for the value of the unexpired term of this lease agreement or for any other estate or
interest in the leased premises now or later vested in Tenant. Tenant assigns to Landlord all its right,
title, and interest in any and all such awards.
(4) In the event of a partial taking, Tenant shall promptly proceed to restore the
remainder of the building on the leased premises to aself-contained architectural unit. Landlord
shall pay to Tenant the cost of restoration, but in no event shall such cost exceed a sum equal to the
amount of the separate award made to and received by Landlord for consequential damages. In the
event there is no separate award for consequential damage, the value shall be fixed and settled by
mediation or arbitration as provided in this lease agreement. The balance of any separate award or
allocated amount not soused shall belong to and be retained by Landlord as its sole property.
(5) In case of any governmental action not resulting in the taking or condemnation of
any portion of the leased premises but creating a right to compensation for such action, or, if less
than a fee title to all or any portion of the leased premises shall be taken or condemned by any
governmental authority for temporary use or occupancy, this lease agreement shall continue in full
force and effect without reduction or abatement of rent, and the rights of the parties shall be
unaffected by the other provisions of this section, but shall be governed by applicable law.
23. Subordination.
This lease agreement and all rights of Tenant under this lease agreement shall be subject and
subordinate to the lien of any and all mortgages that may now or hereafter affect the leased
premises, or any part of the leased premises, and to any and all renewals, modifications, or
extensions of any such mortgages. Tenant shall on demand execute, acknowledge, and deliver to
Landlord, without expense to Landlord, any and all instruments that may be necessary or proper to
subordinate this lease agreement and all rights in this lease agreement to the lien of any such
mortgage or mortgages. If Tenant shall fail at any time to execute, acknowledge, and deliver any
such subordination instrument, Landlord, in addition to any other remedies available in consequence
thereof, may execute, acknowledge, and deliver the subordination instrument as Tenant's attorney-
in-fact and in Tenant's name. Tenant hereby irrevocably makes, constitutes, and appoints Landlord,
its successors and assigns, its attorney-in-fact for that purpose.
17. Estoppel Certificate.
Tenant shall, at any time and from time to time Within ten (10) days following Written
request from Landlord, execute, acknowledge and deliver to Landlord a written statement certifying
that this lease is in full force and effect and is unmodified (or, if modified, stating the nature of such
modification), certifying the date to which the rent reserved hereunder has been paid, and certifying
that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,
or specifying such defaults if any are claimed. Any such statement may be relied upon by any
prospective purchaser, lessee or mortgagee of all or any part of the building or building site.
Tenant's failure to deliver such statement within said ten-day period shall be conclusive upon
Tenant that this is in full force and effect and unmodified and that there are no uncured defaults in
Landlord's performance hereunder.
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