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Real Estate Lease - 332 S Ohio REAL ESTATE LEASE This Real Estate Lease ("Lease") is made this p) day of , 2015, between The City of Salina, Kansas ("Lessor") and Dennis M. Fry ("Lessee"). Section 1 - Premises. Lessor is under contract to purchase from Dennis M. Fry the real property and buildings located at 332 S. Ohio, Salina, Kansas ("Premises"). Lessor, in consideration of the terms and conditions contained herein, hereby leases the Premises to Lessee. Section 2 - Rent. Lessee shall pay no rental payment to Lessor for the Lease. Section 3 - Term. This Lease shall commence upon the closing of Lessor's purchase of the Premises from Lessee and terminate on July 28, 2015 ("Term"). Upon expiration of the Term, the Lease shall terminate, and the Lessor may immediately take possession of the Premises. In partial consideration of the rent-free lease, the Lessee acknowledges and agrees that if he is able to relocate sooner than July 28, 2015, he shall so notify the Lessor and relinquish possession at such time as the circumstances allow. Section 4 - Maintenance. With regard to the maintenance, repair, and upkeep of the Premises, the parties agree as follows: (a) Exterior. Lessee shall keep the foundation, exterior walls, windows, and the roof of the Premises in good repair. With regard to maintenance of the grounds in and around the Premises, Lessee shall have the obligation to (1) remove all snow and ice from the Premises, (2) provide tree and landscaping maintenance on the Premises, (3) maintain the parking area, curbs, and sidewalks on the Premises, and (4) maintain the outside lighting and signs on the Premises. (b) Interior. Lessee shall, at his own expense, properly maintain all aspects regarding the interior of the Premises, including but not limited to the heating, ventilation, air conditioning, plumbing, and electrical systems located on the Premises, and repair any damages to the Premises. Lessee shall also, at his own expense, keep and maintain the Premises in a clean, sanitary, and safe condition. Section 5 - Utilities. Lessee shall pay for all electricity, gas, water, sewer, and all other utilities used during the Term of this Lease. Section 6 - Taxes. Lessee shall pay all real estate taxes, assessments, and other charges levied on or assessed against the Premises during any Term of this Lease. Lessee shall pay all personal property taxes assessed against personal property located on the Premises. Section 7 - Liability Insurance. Lessee shall, at his expense, keep in force, for the mutual benefit of Lessor and Lessee, comprehensive general liability insurance. Such insurance shall insure against claims and liabilities for personal injury, death, or property damage arising from the use, occupancy, disuse, or condition of the Premises, or adjoining areas or ways, providing an aggregate level of protection of$500,000. Lessee shall furnish Lessor with a certificate of such insurance. Notwithstanding the foregoing, Lessor shall be permitted, but not required, to maintain any other insurance policies on the Premises as it deems appropriate to protect its interests. Section 8—Property Insurance. Lessee shall, at his expense, secure and maintain in force during the Term of this Lease a standard form of renter's insurance, which shall include personal property damage coverage and bodily injury coverage. Lessor shall be furnished with a certificate of such insurance. The Lessor shall not have any responsibility for loss or damage to the Lessee's property. Section 9 — Amounts Required and Interest. If Lessee does not comply with his obligations under Sections 4 through 8 of this Lease, Lessor may, without notice to Lessee; pay all such amounts required to be paid by Lessee ("Amounts Required"). Such Amounts Required, with interest as of the date when such payment is made, shall be due and payable immediately after the date Lessor made such payment. Lessor shall notify Lessee of its payment of such amounts, stating the amount paid and names of the payee. All unpaid Amounts Required due Lessor under this Lease shall bear interest at the maximum allowable legal rate in effect in the State of Kansas from the due date until paid. Section 10 - Condition of Premises. Lessee agrees that the Premises are tenantable and in good condition, and his previous and ongoing possession shall be conclusive evidence of receiving the Premises in good order and repair. Lessee acknowledges that Lessor made no representations, agreements, or promises to decorate, alter, repair, or improve the Premises either before or after the execution of this Lease. As such, Lessor makes no representations or warranties as to the condition of the Premises. Upon termination of this Lease, Lessee shall surrender the Premises to Lessor in as good a condition as on the date it took possession, except for ordinary wear and tear. Section 11 - Indemnification. Lessee shall hold harmless and indemnify Lessor, its agents and employees, against all liability, loss, damage, expense, and judgment, including attorneys' fees so incurred, relating to Lessee's use of the Premises, including but not limited to any damage, neglect, or misadventure arising from or in any way growing out of the use, misuse, or abuse of the Premises, or any failure of Lessee to comply with the terms of this Lease. In addition, such indemnity shall extend to any liability imputed to Lessor resulting from Lessee's failure to comply with all federal, state, county, and city laws, ordinances, and regulations, including but not limited to, the A.D.A. and all applicable environmental laws. Each party shall give immediate written notice to the other of all claims, actions, or proceedings brought against the party giving such notice. Lessee agrees to defend against all claims brought or actions filed against Lessor with respect to Lessee's use of the Premises, whether such claims are rightfully or wrongfully brought or filed. Section 12 - Improvements. Lessee shall not make any improvements, alterations, or other changes or additions in or to the Premises without the prior written consent of Lessor in each instance. Section 13 - Liens. Lessee shall not do or allow anything to be done whereby the Premises may be encumbered by a mechanics' lien or any other lien and shall, whenever and as often as any mechanics' lien or other lien is filed against the Premises purporting to be for labor or material furnished or to be furnished to Lessee, discharge the same of record within 10 days after the date 2 of filing. Lessor shall not be liable for any labor or materials furnished or to be furnished to Lessee. Lessee further agrees that he shall indemnify and hold Lessor harmless from any such payment or from damages and expenses associated with any such lien. Section 14 - Assignment of Lease. Lessee shall not, either voluntarily or by operation of law, assign this Lease, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of Lessor in each instance. Section 15 - Lessor's Right of Entry. Lessee agrees at any reasonable time to permit entry onto the Premises, in the presence of a representative of Lessee, by or on behalf of Lessor for the purposes of: (1) inspecting or surveying the Premises; (2) planning for improvements to the Bicentennial Center as contemplated in Resolution No. 13-6988; and (3) maintaining or making any repairs or alterations in the structure on the Premises. Section 16 - Personal Property. All articles of personal property, furniture, and removable partitions owned by Lessee shall be and remain the property of Lessee and shall be removed by Lessee upon the expiration of this Lease. Section 17 - Risk of Loss. All property of any kind that may be on the Premises during any Term of this Lease shall be at the sole risk of Lessee, and Lessor shall not be liable to Lessee or any other person for any injury, loss, or damage to the property of any person on the Premises. Section 18 - Compliance with Law. Lessee shall comply with all applicable federal, state, county, and city laws, ordinances, and regulations regarding construction, sanitation, and all other matters. Section 19 - Breach of Lease and Waiver. If Lessee fails to comply with any other term of this Lease within 10 days after written notice to so comply has been mailed to Lessee by Lessor, such failure shall be deemed as an immediate breach and forfeiture of this Lease. In such case, all unpaid Amounts Required herein provided for shall immediately become due and payable. In addition, Lessor shall be entitled to exercise all rights afforded it under Kansas law, including the rights to declare the Lease forfeited, to recover immediate possession of the Premises, and to recover reasonable attorneys' fees and costs incurred in remedying any breach. The waiver by Lessor of any breach of any term of this Lease shall not be deemed to be a waiver of such term as to any subsequent breach of the same or any other term of this Lease. Section 20 -Damage by Casualty or Fire. (a) Partial Destruction. If the Premises are partially damaged by fire, wind, explosion, or other cause, then Lessee may, in his discretion, either repair such damage at his sole expense or terminate the Lease. In no such event shall the Lessor have any obligation to Lessee to repair damage, restore habitability, or provide alternate housing. (b) Substantial Destruction. If the Premises are substantially damaged or rendered wholly untenantable by fire, wind, explosion, or other casualty, then this Lease shall 3 automatically terminate at the option of either Lessor or Lessee upon written notice to the other party within 10 days after the date of the applicable event. In no such event shall the Lessor have any obligation to Lessee to repair damage, restore habitability, or provide alternate housing. (c) Proceeds. All property insurance proceeds (except those specifically related to Lessee's personal property) shall be payable to and property of Lessor. Such amounts include, but are not limited to, any damages or proceeds paid as compensation for loss of value of the leasehold estate, or loss of any part of the Premises. Lessee hereby assigns and transfers to Lessor all such awards and proceeds granted in connection with such loss. Section 21 - Termination. Lessee agreed that upon the expiration of any Term of this Lease, or its earlier termination in any other way as set forth herein, Lessor may, with or without process of law, enter into the Premises and each and every part thereof, to expel and remove Lessee and every other persons occupying or having possession thereof, to immediately retake possession of the Premises without thereby occasioning any forfeiture of the obligations of Lessee previously accrued under this Lease. Further, if Lessee is declared insolvent or bankrupt, if any assignment of his property shall be made for the benefit of his creditors or others, if Lessee's leasehold interest herein is levied upon under execution, or taken through any writ of any Court of law, or if a trustee in Bankruptcy or a receiver is appointed for Lessee's property, then and upon the happening of any one of these events, Lessor may immediately, with or without notice, terminate and cancel this Lease, and immediately retake possession of the Premises without occasioning any forfeiture of the obligations of Lessee's previously accrued under this Lease. Section 22 —Notice to Vacate. As all parties are aware, Lessor is acquiring the Premises as part of the improvements to the Bicentennial Center as contemplated in Resolution No. 13-6988. The Lessee will be displaced as part of this acquisition. The Lessee is entitled under Kansas law to relocation assistance. Even though the improvements are not federally funded, the state statute refers to the federal relocation assistance statutes as a guide. The federal law applicable to federally funded projects provides that "No lawful occupant shall be required to move unless he or she has received at least 90 days written notice of the earliest date by which he or she may be required to move." In previous correspondence, the City provided Lessee with 90 days written notice and informed him that he would receive a separate written 30-day notice to vacate. In no event, however, shall the Lessee be required to move before the July 28, 2015 expiration of the Term. Lessee agrees that he has received the requisite notice and relocation assistance from the Lessor. Section 23 - Partnership. Nothing contained herein shall be deemed or construed by the parties, nor by any third party, as creating a relationship between the parties hereto other than the relationship of Lessor and Lessee. Section 24 - Hazardous Materials. Lessee agrees that he shall not, without the prior written consent of Lessor, use or permit to be used on or bring onto or about the Premises, any materials that have been or are in the future determined to be "hazardous" by any federal, state, or local governmental agency. Lessee shall and hereby agrees to defend, indemnify and hold the Lessor harmless from or against any claim asserted by, or any liability to any person, including without limitation, any agency, branch or representative of federal, state, or local government, on account of any personal injury or death or damage, destruction, or loss of property (whether it be sudden 4 and accidental or gradual and steady) resulting from or arising out of Lessee's usage, storage, or disposal of hazardous materials on the Premises or Lessee's generation, brokerage, or transference of any hazardous materials from the Premises. Section 25 - Binding Agreement. This Lease shall extend to and be binding upon the heirs, administrators, successors, representatives, trustees, and assigns of the parties. Section 26 - Notices. For purposes of this Lease, notices and all other communications provided for herein shall be in writing and shall be deemed to have been given when delivered in person or deposited in the United States mail, certified, return receipt requested, postage prepaid, addressed as follows: If to Lessor: If to Lessee: Clark, Mize & Linville, Chtd. Dennis M. Fry Attn: Joshua C. Howard 332 S. Ohio P.O. Box 380 Salina, KS 67401 Salina, KS 67402-0380 The parties may designate such other addresses from time to time by written notice to the other party, except that notices of changes of address shall be effective only upon receipt. Section 27 - Severability. If any provision of this Lease is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Lease shall remain in full force and effect. Section 28 - Entire Agreement. The making, execution, and delivery of this Lease has been induced by no representations, statements, warranties, or covenants other than those expressed herein. The provisions of this Lease constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, and all other communications relating to the subject matter hereof. No amendment or modification of any provision of this Lease shall be effective unless set forth in a document, executed by both parties, that purports to amend this Lease. Section 29 - Counterparts. This Lease may be executed in counterparts but shall constitute and be one agreement notwithstanding the fact that it may be separately executed. Section 30 - Governing Law and Jurisdiction. This Lease shall be governed by the laws of the state of Kansas. The parties hereto further consent and agree that personal jurisdiction, subject matter jurisdiction and venue all lie in Saline County, Kansas, and further consent and agree that any actions commenced regarding this Lease shall be litigated in the District Court of Saline County, Kansas. Section 31 - Headings. The headings contained in this Lease are for purposes of reference only and shall not in any way affect the meaning or interpretation of this Lease. 5 . . . IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and year first above written. "Lessor" "Lessee CITY OF SALINA, KANSAS i _ _/ie '=4,. .///q�_ , tennis M. Fry V : tiMFil01 i R. :lanchard, Mayor Attest: B y: 1'0 0 '&(- `/ ✓ _`,a S c¢.-, A- &op, 611 )'!/1Gt q ACKNOWLEDGEMENTS STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on /� I) , 2015, by Jon R. Blanchard as Mayor and Jason Gage, City Manager for the City Salina, Kansas. 'MICHELE R. ORR-MUTHS` • t ®I® Notary Public- State of Kansas My appointment expire : My App`.Expires „t�-►1 / $ -1"10 C Notary Public STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on 1,A,Nte , 2015, by Dennis M. Fry. 1) / My appointment expires: MICHELE R.ORR MUT '"� �/ I� 't �' '® Notary Public- State of Kansas Notary Public s My Appt.Expires t'-11,1,..11 6