Lighthouse Properties Second Amendment to Transferee Agreement SECOND AMENDMENT TO TRANSFEREE AGREEMENT
THIS SECOND AMENDMENT TO TRANSFEREE AGREEMENT (this
"Amendment") is effective as of October 28, 2019 (the "Effective Date"), between and among
the City of Salina, Kansas, a municipal corporation duly organized under the laws of the State of
Kansas (the "City"), and Lighthouse Properties III. Inc., a Kansas corporation ("Transferee").
WHEREAS, City and Transferee entered into that certain Transferee Agreement effective
as of January 12, 2018 (the "Original Agreement"), whereby City and Transferee agreed to
certain rights and obligations related to the Homewood Suites project as more particularly
described in the Original Agreement; and
WHEREAS, pursuant to the Original Agreement, City and Transferee agreed that
Transferee shall complete construction of the Homewood Suites project by July 1, 2019; and
WHEREAS, due to delays in the construction project arising from the relocation and
reestablishment of utilities by third parties, City and Transferee entered into that certain First
Amendment to Transferee Agreement effective as of November 5. 2018, to modify and amend
certain terms and conditions set forth in the Original Agreement so as to extend the construction
completion deadline to November 1, 2019.
WHEREAS, due to additional delays in the construction project arising from unanticipated
weather events, City and Transferee desire to modify and amend certain terms and conditions set
forth in the Original Agreement so as to further extend the construction completion deadline, as
described below.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises and
agreements set forth herein and other good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, City and Transferee agree as follows:
1. Incorporation and Definitions. This Amendment incorporates all of the terms and
conditions from the Original Agreement to the extent they are not amended, modified, or
superseded by this Amendment. Capitalized terms in this Amendment shall have the meanings
ascribed to those terms in the Original Agreement unless othenvise defined herein or the context
othenvise dictates.
2. Performance Milestones: Completion of the Transferee Project. Subsection 5(d) is
hereby deleted in its entirety and replaced with the following:
"(d) Completion of the Transferee Project. The Transferee shall cause the
Transferee Project to be completed with due diligence. Transferee shall complete
construction of the Transferee Project by April 1, 2020. The terms of Section 8.09 of the
Development Agreement shall apply with regard to any enforced delays which may extend
time for performance of completion of the Transferee Project. Completion of the
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Transferee Project shall mean receipt of a Certificate of Completion as defined in Section
3.07 of the Development Agreement. Notwithstanding the foregoing, in the event
commencement of the Transferee Project is delayed as a result of the conditions described
in Section 5(a) above, the deadline for completion of the Transferee Project described in
this section shall be extended by a period of days equal to the period of days corresponding
to the delay caused by conditions described in Section 5(a) above."
3. Ratification. Except as modified by this Amendment, and notwithstanding anything
to the contrary in the Original Agreement, the parties ratify all the terms and conditions set forth
in the Original Agreement and acknowledge that the Original Agreement is in full force and effect,
there are no existing defaults thereunder, and the Original Agreement is binding on the parties
thereto.
No further text; signature page follows
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IN WITNESS WHEREOF; the parties have executed and delivered this Amendment as of
the Effective Date.
CITY OF SAINA, KANSAS
Trent W. Davis, M.D.
Mayor
[SEAL]
ATTEST:
5iitakiCti. wlv
Shandi Wicks, CMC
City Clerk
APPROVEDAS TO FORM:
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Greg . Ben._., Leg. Counsel
STATE OF KANSAS )
) ss.
COUNTY OF SALINE )
On this I3 .day of TheciaL x2019. Trent W. Davis. M.D.; personally known to me
and after first being sworn did state that he is the Mayor of the City of Salina. State of Kansas, and
that the seal affixed to the foregoing instrument is the official Seal of the City of Salina, and that
said instrument was signed and sealed on behalf of the City, and that the matters set forth herein
are true and correct to the best of his and the City's knowledge, information and belief, and
acknowledge that he executed the same on behalf of the City as its free act and deed.
LOUISE DUPES
:6.1.AA mate` Notary Puboe•state of Kanue
4.C. "baa?
Notary Public �p\A„1/4 ! . b . if
My Commission Expires: 1> -Li I9949-0
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of
the Effective Date.
LIGHTHOUSE PROPERTIES III, INC.
g
Trace E. Walker
President
Date:
STATE OF KANSAS )
) ss.
COUNTY OF SALINE )
On this /I day of n/bgonbec , 20g, before me personally appeared Trace E. Walker,
to me personally known,who being by me duly sworn did say that he is the President of Lighthouse
Properties III, Inc., a Kansas Corporation, and that said instrument was signed and delivered on
behalf of said corporation and acknowledged to me that he executed the same as the free act and
deed of said corporation.
In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day
and year first above written.
gi A ear
Notary Public
Printed Name: eth t m , vn tcilli
My Commission Expires: g ROBIN M. BARNHART
r 1 Notary Pudic-State of Kansas
My Acpt.Erpres o3/0//2
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