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7.5 Real Estate Contract for Property located at 156 N. Fifth StreetCITY OF SALINA REQUEST FOR CITY COMMISSION ACTION AGENDA SECTION ORIGINATING DEPARTMENT NO: 7 PARKS & RECREATION ITEM NO: 5 Page 1 BY: STEVE HARDESTY DATE TIME 01/11/16 4:00 P.M. FISCAL APPROVAL: BY: k� FINAL°APPROVAL BY. ITEM: Resolution No. 16-7312 A resolution authorizing the Mayor to execute a real estate contract with Charles Monroe Arnold III, in order to acquire property as part of the proposed downtown field house project. BACKGROUND: This resolution is another step in the downtown field house project that was initially supported by the City Commission on October 27, 2014 (Resolution No. 14-7146). To maximize the project benefits, it was determined the need existed to attempt to secure three different parcels of property at the intersection of Ash and 5th Street. This began in earnest through informal meetings with the property owners. The purpose of these meetings was to explain the proposed project and how the city hoped to work with the property owners to find satisfactory resolution for all parties. The item before you today is related to the property in Lot 79 on Fifth St., currently owned by Charles Monroe Arnold 111. City staff met with the Mr. Arnold on several occasions to best understand his primary needs and talk through organizational priorities. The City then presented an offer to Mr. Arnold for the aforementioned property (Lot 70 on Fifth St.) and relocation expenses. The proposal specified that $47,000 of the compensation be allocated to the purchase of the property with the remaining $5,000 allocated for relocation assistance. The closing date would be set to be on or before January 31St In an effort to make the transition as seamless as possible, the City also proposed a rent-free lease running through March 15f, to be signed at closing by both parties. The lease contains language indicating the property will not be altered and requiring Mr. Arnold to maintain liability coverage until such time as they officially vacate the property. Additionally, the City specified it does not object to the removal of fixtures from the building that may be beneficial to Mr. Arnold's ongoing interests. It would, however, require Mr. Arnold to provide a written list of the items to be removed and the City's authorization of the action. The property is a critical piece in relation to the current proposed building size, shape, and layout. Additionally, this piece of property will allow for adequate planning and use of the entire area to maximize the benefits of the project. A phase I environmental site assessment was completed in December 2015 by GeoCore, Inc. The results of this assessment revealed that although hazardous chemicals (fuel and oil) have been stored and used on the subject properties in the past, no known releases of hazardous chemicals have been documented. There have been several investigations in the surrounding area of this property over the years, but these investigations have been closed by KDHE. Based on the findings of this report, staff does not see the need to continue with a phase 11 assessment of this site. FISCAL NOTE: Prior to consideration of the contract, the City has received funds from the Greater Salina Community Foundation (private donations) and several foundations to cover all of the costs (approximately $52,000) associated with the property acquisition. The total cost is made up of the physical property and associated acquisition fees. AGENDA SECTION NO: ITEM NO: Page 2 CITY OF SALINA REQUEST FOR CITY COMMISSION ACTION DATE 01111/16 ORIGINATING DEPARTMENT PARKS & RECREATION BY: STEVE HARDESTY TIME 4:00 P.M. FISCAL APPROVAL: BY: FINAL APPROVAL. BY: CONFORMANCE WITH STRATEGIC PLAN: The proposed action could be considered to be in conformance with the following goals and priorities found in the City of Salina Shared Vision Statement and Strategic Plan.- Our lan: Our mission is to be a leader among Kansas city's by leveraging partnerships and economic opportunity to ensure a safe, progressive, and healthy community that respects its natural resources, offers excellent municipal services, and provides a high quality of life for its citizens. Salina will be a city that is exciting to live in and thriving both economically and socially. The city will be clean, attractive and inviting. Local residents will demonstrate their community pride by sharing Salina's attributes with others. As a result, Salina will be a place with a quality of life that not only appeals to residents, but also to visitors. The city of Salina will be attractive and well maintained both within the city and along the adjacent interstate highways. It will be evident that good housekeeping and high community standards are valued. Salina will be environmentally conscious, balancing the expectations of a growing community with the necessity to preserve nature's assets and our future quality of life. The city of Salina will have master planned its assets in the Kenwood/Oakdale Park area west to the downtown business district in order to utilize them to their fullest potential. This will include the development of a uniformly managed, core destination complex for both residents and visitors. This complex will be surrounded by high quality, mixed-use development with an evident connection to downtown that complements existing commercial and residential assets. Downtown Salina will be a thriving and vibrant place. It will include an artistic flair that complements diverse and successful business development, including: entertainment, professional services, restaurants and retail development. In addition, the downtown will include residential uses and places to congregate consistent with the desired, mixed-use activity. RECOMMENDED ACTION: City staff has identified the following options for consideration and recommends approval of Option 1. Option #1 — Approve Resolution 16-7312 authorizing the Mayor to execute a real estate contract with Charles Monroe Arnold III, in order to acquire property as part of the proposed downtown field house project. Option #2 — Do not approve Resolution 16-7312, Option #3 — Provide additional direction related to the property. Attachment: Charles Monroe Arnold III — City of Salina Real Estate Contract CC: Frew Development Group Charles Arnold CONTRACT FOR SALE OF REAL ESTATE This Contract is made and entered into this -Z day of 4)vl , vZ61 , by and between Charles Monroe Arnold, III, a single man, ("Seller") and The City of Salina, Kansas (`Buyer"). I. Pro e . Seller agrees to sell, and Buyer agrees to purchase the following -described real estate located in Saline County, Kansas: 1156 N. 5"' Street]: Lot Seventy -Nine on Fifth (5`") Street, Original Town of Salina, Saline County, Kansas together with all improvements located thereon and appurtenances thereto, free and clear of all liens, charges, and encumbrances whatsoever. The property described above shall hereinafter be referred to as "the Property." 2. Purchase Price. The Purchase Price for the Property shall be the sum of Forty - Seven Thousand Dollars ($47,000.00), which shall be paid on the Closing Date. In addition, Buyer shall pay Five Thousand Dollars ($5,000.00) for relocation assistance on the Closing Date. Payment of Expenses. Buyer shall pay the following expenses: (a) Cost of preparation of the contract and deed; (b) Title insurance premium; (c) Closing fee; and (d) Cost of recording deed. 4. Escrow ALYent. Land Title Services, Inc., Salina, Kansas, shall be the Escrow Agent of the parties. Escrow Agent shall hold all payments in an escrow or trust account pursuant to Kansas statutes to disburse at Closing as provided in this Contract. If doubt or a question arises as to liabilities, Escrow Agent may (a) continue to hold all funds until the parties mutually agree in writing or until a court of competent jurisdiction determines the rights of the parties, or (b) deposit all funds so held with the Clerk of the District Court of Saline County, Kansas, and, after notifying all parties in writing, Escrow Agent's liability shall cease, except to account for any sums previously delivered. 5. Evidence of Title. As soon as reasonably possible after execution of this Contract, Buyer shall request the preparation of a commitment for an owner's title insurance policy in the amount of the Purchase Price, insuring Buyer's title, subject only to encumbrances, exceptions, or qualifications set forth in this Contract, and those which shall be discharged by Seller at or before Closing. If Seller cannot furnish marketable title to the Property, then Buyer may cancel this Contract and pursue any remedies available at law or in equity, initiate an eminent domain proceeding in order to acquire title to the Property, or any combination thereof. In case of a dispute between the parties as to marketability of the title, the Title Standards adopted from time to time by the Bar Association for the state of Kansas, and the Kansas Marketable Title Act, as amended, shall control. 6. Closing Date. The Closing Date shall be on or before January 29, 2016, unless both parties agree in writing to delay the Closing. "Closing" means the settlement of the obligations of Seller and Buyer to each other under this Contract, including the payment of the Purchase Price to Seller, and the delivery to Buyer of a deed in a proper form for recording so as to transfer to Buyer fee simple title to the Property, free of all encumbrances except as herein stated. 7. Restrictions, Easements, Limitations, Taxes. Buyer shall take title subject to the following: zoning restrictions, prohibitions, or other requirements imposed by governmental authority; restrictions, covenants, and matters appearing on the plat or of record; and public utility casements of record. 8. Insurance and Casualty Loss. Seller agrees to maintain in force until the Closing Date, all casualty and property insurance now in effect on the Property, at which time that insurance may be canceled. In the event of loss or damage by fire, flood, wind, hail, or other causes to the Property prior to the Closing Date, the proceeds of any insurance on the Property shall belong to Seller; provided, however, Seller agrees that the Purchase Price shall be reduced by the amount of such insurance proceeds paid to Seller. 9. Liens. Seller certifies that at Closing there will be no lien claimants, nor potential lien claimants, nor improvements to the Property for 120 days prior to Closing Date. If there have been improvements on or to the Property within 120 days prior to the Closing Date, Seller shall deliver releases or waivers from the general contractors, subcontractors, suppliers, and materialmen furnishing the labor or materials for such improvements, together with such affidavits as Buyer may reasonably require naming such persons and reciting that all bills that might serve for a basis for materialmen's liens have or will be paid prior to or at Closing. 10. Conveyance. Seller shall properly execute a general warranty deed conveying the Property to Buyer free and clear of all liens and encumbrances whatsoever, except as herein provided, and shall place such Deed in escrow with the Escrow Agent as soon as may be reasonably possible. If Buyer fully complies with the provisions of this Contract, then the Escrow Agent shall deliver the deed and other documents related to the Property to Buyer. No title shall pass hereunder to Buyer but shall remain in Seller until the foregoing conditions have been fully complied with. 11. Default ±1 Sellers. In the event Seller is unable or fails to furnish title or possession as agreed in this Contract, Buyer may cancel this Contract, pursue any remedies available at law or in equity, initiate an eminent domain proceeding in order to acquire title to the Property, or any combination thereof. 12. Relocation Assistance. Seller and Buyer agree that the terms of this Contract (i) were determined as a result of voluntary negotiations, and (ii) provide the Seller with fair and reasonable relocation payments and assistance. The relocation payments and assistance contained in this Contract shall be in full satisfaction of Seller's rights and entitlements to relocation assistance, including any assistance under K.S.A. 58-3508. PA 13. Tenants. The Property is not currently subject to a lease, and Buyer shall take title to the Property free and clear of any leases. Upon the Closing of this Contract, the Buyer shall lease the Property to the Seller as agreed in a separate written real estate lease. 14. Assignment. This Contract or any right or interest in the Property shall not be the subject of an assignment by either Seller or Buyer. 15. No Commission. The parties stipulate that they have not consulted with any real estate broker or salesperson, with respect to this sale, and no commissions arising from this sale are due and owing. 16. Real Estate Reportin! Person. The parties agree that the Escrow Agent is the real estate reporting person as that term is defined under Internal Revenue Code Section 6045(e), Seller agrees to provide Escrow Agent with a written statement, certified under penalties of perjury, setting forth Seller's correct name, address, and taxpayer identification number. The parties further agree that Escrow Agent shall be required to file the informational return required by Internal Revenue Code Section 6045. 17. Representation of Parties. The law firm of Clark, Mize & Linville, Chartered, Salina, Kansas, represents Buyer. Seller understands that he has the right to seek independent legal counsel of his choosing to represent him and to advise him with respect to this matter. By executing this Contract, Seller represents that he has either sought the advice of separate counsel of his choosing or has elected to proceed without separate counsel herein, and that Buyer's attorneys are not representing Seller and have not advised Seller with respect to this matter. 18. Captions. The captions heading the various paragraphs of this Contract are for convenience and shall not be considered to limit, expand, or define the contents of the respective paragraphs. 19. Feminine -Masculine, Sinp-ular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 20. Kansas Law Applies. This Contract and its validity, construction, and performance shall be governed by the laws of Kansas. This Contract shall be interpreted according to its fair meaning, and not in favor of or against any party. 21. Time. Time is of the essence of this Contract. No extension will be granted unless in writing and signed by the parties. 22. Persons Bound-Covies. This Contract shall extend to and bind the heirs, executors, administrators, trustees, successors, and assigns of the parties hereto, and may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts or originals shall for all purposes constitute one agreement. 23. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached shall supersede all conflicting printed provisions. 3 24. Merger Clause. These terms are intended by the parties as a complete, conclusive, and final expression of all the conditions of their Contract. No other promises, statements, warranties, agreements, or understandings, oral or written, made prior to or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto. Any amendment to this Contract, including an oral modification supported by new consideration, must be reduced to writing and signed by both parties before it will be effective. IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. "Sellcr" Charles Monroe Arnold, m "Buyer" CITY OF SALIVA, KANSAS IM Jon R. Blanchard, Mayor Attest: Shandi Wicks, CMC, City Clerk ACKNOWLEDGEMENTS STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on r 71� by Charles Monroe Arnold, 1I1, a single man. My appointment expires: q! !da SHANDI L. WICKS 1 Notary PLEIC - statq of Kansas MyA ipt. Expires STATE OF KANSAS, COUNTY OF SALINE, ss: Notary Public This instrument was acknowledged before me on , by Jon R. Blanchard as Mayor and Shandi Wicks, CMC, as City Clerk for the City of Salina, Kansas. My appointment expires: Notary Public 4 REAL ESTATE LEASE This Real Estate Lease ("Lease") is made this day of , between The City of Salina, Kansas ("Lessor") and Charles Monroe Arnold, III ("Lessee"). Section i - Premises. Lessor is under contract to purchase from Charles Monroe Arnold, III the real property and buildings located at 156 N. 5th Street, Salina, Kansas ("Premises"). Lessor, in consideration of the terms and conditions contained herein, hereby leases the Premises to Lessee. Section 2 - Ment. 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 March 1, 2016 (""Term"). Upon expiration of the Term, the Lease shall terminate, and the Lessor may immediately take possession of the Premises. Section 4 - Maintenance. With regard to the maintenance, repair, and upkeep of the Premises, the parties agree as follows: (a) Exterior. Lessee shall, at his own expense, 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, at his own expense, to (l ) 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 own 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 $1,000,000. 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 — Casualty Insurance. Lessee shall, at his own expense, secure and maintain in force during the Term of this Lease a standard form of all risk insurance policy with endorsements providing extended coverage for risks and perils incidental to Lessee's operation and Lessor's ownership of the Premises, including fire and extended coverage, bodily injury, and property damage insurance. Lessor shall be furnished with a certificate of such insurance. The policy, or a valid endorsement thereon, shall provide that in the event of an insured loss, any proceeds shall be payable to Lessor and Lessee as their interests may appear. 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 imputcd 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 2 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 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 Premises or any adjoining real estate; and (3) maintaining or making any repairs or alterations on the Premises. Section lb - 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 Casual or Fire. (a) Partial Destruction. If the Premises are partially damaged by fire or other cause without the fault or neglect of Lessee, then this Lease shall 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. If such partial damage is due to the fault or neglect of Lessee, Lessee's servants, employees, visitors, agents, or licensees, the damages shall be repaired by Lessee, at Lessee's expense. (b) Substantial Destruction. If the Premises are substantially damaged or rendered wholly untenantable by fire, wind, explosion, or other casualty, then this Lease shall 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. (c) Proceeds. All property insurance proceeds 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 agrees 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 — Relocation Assistance. Lessee and Lessor agree that the terms of the Contract for Sale of Real Estate and this Lease (i) were determined as a result of voluntary negotiations, and (ii) provide the Lessee with fair and reasonable relocation payments and assistance. The relocation payments and assistance contained in the Contract and this Lease shall be in full satisfaction of Lessee's rights and entitlements to relocation assistance, including any assistance under K.S.A. 58-3508. 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 and accidental or gradual and steady) resulting from or arising out of Lessee's usage, storage, or 4 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: Clark, Mize & Linville, Chtd. Attn: Joshua C. Howard P.O. Box 380 Salina, KS 67402-0380 If to Lessee: Charles Monroe Arnold, IV 629 S. Santa Fe Avenue Salina, KS 67401 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 - Headier. 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. IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and year first above written. "Lessor" CITY OF SALINA, KANSAS Jon R. Blanchard, Mayor Attest: In Shandi Wicks, CMC, City Clerk "Lessee" Charles Monroe Arnold, M ACKNOWLEDGEMENTS STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on 1 , by Jon R. Blanchard as Mayor and Shandi Wicks, CMC, as City Clerk for the City of Salina, Kansas. My appointment expires: Notary Public STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on , 2QL(0, by Charles Monroe Arnold, I11. My appointment expires: ql."/a66 SHANDI L. WICKS At Notary Public - State cf Kansas My App Fxplres ULM 0 Notary Public RESOLUTION NUMBER 16-7312 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A REAL ESTATE CONTRACT WITH CHARLES MONROE ARNOLD III, IN ORDER TO ACQUIRE PROPERTY AS PART OF THE DOWNTOWN SALINA FIELD HOUSE PROJECT. BE IT RESOLVED, by the governing body of the City of Salina, Kansas: Section 1. The Mayor is authorized to execute the Contract of Sale of Real Estate with Charles Monroe Arnold III, to acquire property in the 100 block of North 5`h as part of the downtown Salina field house project. Section 2, The City Clerk is directed to file the original contract and retain according to the City of Salina Records Management Policy. Section 3. This resolution shall be in full farce and effect from and after its adoption. Adopted by the Board of Commissioners and signed by the Mayor this 11"' day of January, 2016. ,Ton R. Blanchard, Mayor [SEAL] ATTEST: Shandi Wicks, CMC, City Clerk