6.3 IRB Collateral Lease AssignCITY OF SALINA
REQUEST FOR COMMISSION ACTION DATE TIME
12/16/1985 b,:O0 P.M.
AGENDA SECTION: Consent ORI Gl NATI NG DEPARTMENT: APPR~)~ZD
NO. 6 City Clerk
ITEM
NO. 3
BY: D. L. Harrison 13
Authorize the Mayor to sign a consent to collateral assignment of lease by
Windsor Nursing Home Association, Inc.
City Attorney has approved this assignment for Windsor Nursing Home
Association.
COMMISSION ACTION
MOTION BY SECOND BY
TO:
CONSENT AND ESTOPPEL CERTIFICATE
This Consent and Estoppel Certificate is executed on behalf of the City of
Salina, Kansas as of the 16th day of December, 1985.
RECITALS OF FACT
1. The City of Salina, Kansas, a municipal corporation of Saline
County, Kansas ("Lessor") and Windsor Nursing Home Associates, Inc., a
Kansas corporation ("Lessee") entered into a lease dated February 1, 1980 (the
"Lease") regarding certain real property located in Saline County, Kansas,
more particularly described on Exhibit A attached hereto and incorporated
herein by this reference (the "Property").
2. Article VIII, Section 8.1 of the Lease requires that the written
consent of the Lessor be obtained prior to any assignment, mortgage, pledge,
sale, transfer, conveyance or disposition of the Lessee's rights, duties and
obligations under the Lease.
3. In connection with certain financing from Pioneer Savings and Loan
Association ("Pioneer") Lessee will mortgage and assign to Pioneer all of
Lessee's rights, title and interest in and to the Lease and including without
limitation all options to purchase granted thereunder, and in and to the
Property.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and covenants herein
contained and for other good and valuable consideration, the receipt of which
is hereby acknowledged, Lessor does hereby consent, certify and agree as
fol lows:
1. Lessor hereby expressly consents to Lessee's assignment, mortgage
and pledge to Pioneer of all of Lessee's right, title and interest in and to (a)
the Lease, including without limitation all options to purchase granted under
the Lease, and (b) the Property.
2. The Lessor hereby represents that as of the date hereof:
A. Lessee is not in default in the performance of any of the
terms, conditions, agreements and covenants contained in the Lease,
except Basic Rent in the amount of $6,250.02 for June, 1985, and
$14,676.25 per month for the months of July, August, September,
October and November of 1985, plus Additional Rental in the amount
of $1,400.00 for Trustees Fees I2.3(a)] and $1,355.56 for legal fees
I]2.3(f) ].
B. the Lease is in full force and effect and has not been
modified, changed, altered or amended in any respect, and
C. all rents and other charges owing under the terms of the
Lease, except those mentioned in A above, have been paid, with the
exception of the payments of Additional Rent under Article II,
Section 2.3(d) of the Lease described below.
3. Lessor acknowledges that the Additional Rent payable under Article
II, Section 2.3(d) of the Lease has not been paid in accordance with the
requirements of said Section 2.3(d). In particular, the Debt Service Reserve
Account as of this date is $60,818.28. Under Section 2.3(d) the Debt Service
Reserve Account is to be maintained at an amount not less than the maximum
principal and interest due on the bonds in any year, to-wit $178,000.00.
Lessor agrees that such failure to pay Additional Rent and maintain the Debt
Service Reserve Account at the required level does not and will not constitute
an event of default under the Lease.
4. The Lessor hereby agrees that in the event Lessee shall default in
the performance of any of the terms, conditions, agreements or covenants
contained in the Lease (including without limitation its obligation to pay Basic
Rent or Additional l~ent thereunder) the Lessor shali provide Pioneer with
written notice of such default and Pioneer shall have the right to cure such
default within a period of time after receipt of such notice, said period to be
equal to the cure period allowed Lessee under Article XXIV, Section 24.1 of
the Lease.
5. All notices or other communications shall be in writing signed by the
sender, and shall either be (a) personally delivered or (b) mailed by certified
mail, at or to the following addresses:
Lessor:
City of Salina, Kansas
Salina, Kansas 67401
Attention:
With a copy to:
Lawrence O. Bengtson, Esq.
129 South 8th Street
Salina, Kansas 67401
Pioneer:
Pioneer Savings and Loan Association
4650 College Boulevard
Overland Park, Kansas 66210
Attention:Ralph E. Lewis, II
Executive Vice-President
With a copy to:
Larry B. Huebner, Esq.
Gage & Tucker
2345 Grand Avenue
P. O. Box 23428
Kansas City, Missouri 64141
Either party may change the address by written notice to the other.
Notices shall be effective when received (if personally delivered) or three
(3) days after deposited in the United States mail (if mailed by certified
mail).
6. The consent to this assignment, mortgage and/or pledge shall not
release or discharge Lessee from its duties and obligations under this lease.
This consent by Lessor to the aforesaid shall be held to apply only to this
specific transaction and shall not be construed as a waiver or release of the
duty of Lessee, or the successors or assigns of Lessee, to obtain from Lessor
consent to any other such acts.
IN WITNESS WHEREOF, Lessor has executed this Consent and Estoppel
Certificate as of the 16th day of December, 1985.
CITY OF SALINA, KANSAS
[SEAL]
ATTEST:
Merle A. Hodges, M.D., Mayor
D. L. Harrison, City Clerk