Unsubordinated Ground
LEASE AGREEMENT
THIS LEASE is made as of January 25, 2021, between GIL
CARTER INITIATIVE INC (“Landlord”), with
an address of 2600 SE 23RD ST TOPEKA, KS 66605 and Agape Villages, Inc (“Tenant”),
with an address of 3625 SW 29th Street, Topeka KS 66614 who hereby
agree as follows:
1. PREMISES. Subject to the covenants and conditions of this
Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the premises
(the “Premises”) commonly-known and numbered as 3251 SW Topeka Blvd in the City
of Topeka, County of Shawnee, State of Kansas, and further described as the
underlying land:
The west half of Parcel ID: 1320902006001010 – [see Exbibit
A] together with the right of ingress and egress of said parcel.
The leasehold improvements are conveyed to the Tenant
subject to the lease as collateral for future payments.
2. USE OF PREMISES. The premises will be used only for: executing
the Mission of Agape Village, Inc. a mixed-use development including but not limited
to; office, living quarters, food services, gardening, treatment center and
education classrooms (collectively, the “Permitted Use”).
3. TERM. The term of this Lease (the “Term”) is for 33 (thirty-three)
years, commencing upon a fully executed lease.
4. RENT PAYMENTS. As rent tenant will pay $24,337.02 annually
in equal monthly instalments of $2,028.08 a month for the term of the lease and
any option periods.
4.1 Construction Allowance. The tenant will pay for all the improvements
through fundraising and like kind donations of time, talent, and treasure to
complete the tenant finish. Tenant will receive a dollar for dollar rent
abatement for all improvements to the leased premises, including but not
limited to all contract labor, materials, furniture fixtures and equipment or
like kind donations of the same. Tenant will submit all receipts to Landlord
monthly.
4.1.1 Any gift of value or donations of time talent or
treasure will also be credited dollar for dollar and credited to any future rent
payments Agape Village Inc may do, but not obligated to do in the future during
the lease term.
4.2 Rent abatement. Tenant will receive six months
construction time after receiving a building permit, subject to #6 of this
lease.
5. SECURITY DEPOSIT. NONE.
6. POSSESSION AT BEGINNING OF TERM. Upon a fully executed
lease and Tenant showing proof of coverage for Landlord liability. Tenant will
have 120 days from a fully executed lease gain all governmental approvals to
proceed with the lease.
7. PROPERTY INSURANCE. Tenant shall self-insure and pay for all
insurance policies covering the leased premises and the business.
8. INDEMNITY AND LIABILITY INSURANCE. Tenant shall at all
times indemnify, defend and hold Landlord harmless from all loss, liability,
costs, damages and expenses that may occur or be claimed with respect to any
person or persons, or property on or about the Premises or to the Premises
resulting from any act done or omission by or through Tenant, its agents,
employees, invitees or any person on the Premises by reason of Tenant’s use or
occupancy or resulting from Tenant’s non-use or possession of said property and
any and all loss, cost, liability or expense resulting therefrom. Tenant shall
maintain, always during the Term, comprehensive general liability insurance in
a responsible insurance company, licensed to do business in the state in which
the Premises are located and satisfactory to Landlord, properly protecting and
indemnifying Landlord with single limit coverage of not less than $2,000,000
for injury to or death of persons and for property damage.
During the Term, Tenant shall furnish Landlord with a certificate or
certificates of insurance covering such insurance so maintained by Tenant and
naming Landlord and Landlord’s mortgagees, if any, and LCG, LLC as additional insureds.
9. ASSIGNMENT AND SUBLETTING. Tenant shall have the right
assign, transfer, or encumber this Lease with the prior written consent of
Landlord, in each instance, which consent, or consents shall not be
unreasonably withheld.
10. SIGNS AND ADVERTISEMENTS. All signage is subject to Landlord’s
approver that will not be unreasonably withheld.
11. CONDITION OF PREMISES. Tenant accepts Premises in its
“as is” condition.
12. MAINTENANCE AND REPAIR BY TENANT.
During the Term and at Tenant’s sole cost and expense, Tenant will maintain and
keep in good order the Premises. Tenant will police and keep the roof,
structure, driveways, approaches, sidewalks, parking areas that are a part of
the Premises clean, orderly, slightly, and unobstructed.
14. PARKING LOT MAINTENANCE. The Tenant shall be responsible
for cleaning, maintaining, striping the parking lot on the premises. Tenant and
Landlord shall be responsible for and resurfacing the parking lot of the entire
parking lot. On exhibit A the purple shad area is designated to be shared with
the Landlord.
15. MAINTENANCE AND REPAIR BY LANDLORD. None
16. DAMAGE BY CASUALTY. In case, during the Term or previous
thereto, the Premises hereby let, or the building of which said Premises are a
part, shall be destroyed or shall be so damaged by fire or other casualty as to
become untenantable, then in such event, at the option of tenant, the tenant
will have 30 days to give notice to Landlord of tenant’s intention to rebuild
or terminate the lease. If Tenant elects to terminate the Term shall cease and
this Lease shall become null and void from the date of such damage or
destruction is removed for the premises leaving the parking lot and a clean pad
site free and clear of all rubbish and Tenant shall immediately surrender said
Premises and all interest therein to Landlord, and Tenant shall pay rent within
said Term only to the time of such surrender.
17. PERSONAL PROPERTY. Landlord shall remove all of its
property prior the possession. Any FF&E left behind will become the
property of the Tenant.
18. UTILITIES AND SERVICES. Tenant shall furnish and pay for
all electricity, gas, water, fuel, trash removal and any services or utilities
used in or assessed against the Premises, unless otherwise herein expressly
provided.
19. LEGAL REQUIREMENTS. Tenant shall comply with all laws,
orders, ordinances and other public requirements now or hereafter affecting the
Premises or the use thereof, including without limitation ADA, OSHA and like
requirements, and indemnify, defend and hold Landlord harmless from expense or
damage resulting from failure to do so.
20. Real Estate Taxes. Tenant agrees real estate taxes upon
fully executing the lease if any ever become due in the years succeeding 2022 directly
to Shawnee County Kansas.
21. Option to renew. So long as Tenant is not in default of
this lease and all Real Estate Taxes are current, tenant has the right to a
lease renewal 2 (two) 33 (thirty-Three) year options under the same terms and
conditions. If Tenant elects to exercise either of the two options, Landlord will
receive notice note later than 360 days prior to lease termination. Tenant has
the right at any time during the lease period to exercise the option to renew.
22. EMINENT DOMAIN. If the Premises or any substantial part
thereof shall be taken under the power of eminent domain or be acquired for any
public or quasi-public use or purpose, the Term shall cease and terminate upon
the date when the possession of said Premises or the part thereof so taken
shall be required for such use or purpose and without apportionment of the
award, and Tenant shall have no claim against Landlord for the value of any
unexpired Term. If any condemnation proceeding shall be instituted in which it
is sought to take or damage any part of the Premises or the building of which
the Premises are a part or the land under it, or if the grade of any street or
alley adjacent to the Premises is changed by any legal authority and such
change of grade makes it necessary or desirable to remodel the Premises to
conform to the changed grade, Landlord shall have the right to cancel this
Lease after having given written notice of cancellation to Tenant not less than
ninety (90) days prior to the date of cancellation designated in the notice. In
either of said events, rent at the then current rate shall be apportioned as of
the date of the termination. No money or other consideration shall be payable
by Landlord to Tenant for the right of cancellation and Tenant shall have no
right to share in the condemnation award or in any judgment for damages caused
by the taking or the change of grade. Nothing in this paragraph shall preclude
an award being made to Tenant for loss of business or depreciation to and cost
of removal of equipment or fixtures.
23. WAIVER OF SUBROGATION. As part of the consideration for
this Lease, each of the parties hereby releases the other party hereto from all
liability for damage due to any act or neglect of the other party (except as
hereinafter provided) occasioned to property owned by said parties which is or
might be incident to or the result of a fire or any other casualty against loss
for which either of the parties is now carrying or hereafter may carry
insurance; provided, however, that the releases herein contained shall not
apply to any loss or damage occasioned by intentional acts of either of the
parties hereto, and the parties hereto further covenant that any insurance they
obtain on their respective properties shall contain an appropriate provision
whereby the insurance company, or companies, consent to the mutual release of
liability contained in this paragraph.
24. DEFAULT AND REMEDIES. In the event: (a) Tenant fails to
comply with any term, provision, condition or covenant of this Lease; (b)
Tenant deserts or vacates the Premises; (c) any petition is filed by or against
Tenant under any section or chapter of the Federal Bankruptcy Act, as amended,
or under any similar law or statute of the United States or any state thereof;
(d) Tenant becomes insolvent or makes a transfer in fraud of creditors; (e)
Tenant makes an assignment for benefit of creditors; or (f) a receiver is
appointed for Tenant or any of the assets of Tenant, then in any of such
events, Tenant shall be in default and Landlord shall have the option to do any
one or more of the following: upon ten (10) days prior written notice,
excepting the payment of rent or additional rent for which no demand or notice
shall be necessary, in addition to and not in limitation of any other remedy
permitted by law, to enter upon the Premises either with or without process of
law, and to expel, remove and put out Tenant or any other persons who might be
thereon, together with all personal property found therein; and, Landlord may
terminate this Lease.
25. TOXIC OR HAZARDOUS MATERIALS. Tenant shall not store,
use or dispose of any toxic or hazardous materials in, on or about the Premises
without the prior written consent of Landlord. Tenant, at its sole cost, will
comply with all laws relating to Tenant’s storage, use and disposal of
hazardous or toxic materials. Tenant shall be solely responsible for and will
defend, indemnify and hold Landlord, its agents and employees, harmless from
and against all claims, costs and liabilities, including attorney’s fees and
costs, arising out of or in connection with the removal, clean-up and
restoration work and materials necessary to return the Premises, and any other
property of whatever nature located on the Premises, to their condition
existing prior to the appearance of toxic or hazardous materials on the
Premises. Tenant’s obligations under this paragraph will survive the
termination of this Lease.
26. NOTICES. Any notice hereunder shall be sufficient if
sent by certified mail, Regular mail, email, overnight services addressed to
Tenant at the address in the 1st paragraph of this lease, and to
Landlord where rent is payable.
27. SUCCESSORS. The provisions, covenants and conditions of
this Lease shall bind and inure to the benefit of the legal representatives,
heirs, successors and assigns of each of the parties hereto, except that no
assignment or subletting by Tenant without the written consent of Landlord
shall vest any rights in the assignee or subtenant of Tenant.
28. QUIET POSSESSION. Landlord agrees, so long as Tenant
fully complies with all of the terms, covenants and conditions herein contained
on Tenant’s part to be kept and performed, Tenant shall and may peaceably and
quietly have, hold and enjoy the Premises for the Term aforesaid, it being
expressly understood and agreed that the aforesaid covenant of quiet enjoyment
shall be binding upon Landlord, its heirs, successors or assigns, but only
during such party’s ownership of the Premises. Landlord and Tenant further
covenant and represent that each has full right, title, power and authority to
make, execute and deliver this Lease.
29. BANKRUPTCY. Neither this Lease nor any interest therein
nor any estate hereby created shall pass to any trustee or receiver in
bankruptcy or to any other receiver or assignee for the benefit of creditors by
operation of law or otherwise during the Term or any renewal thereof.
30. Additional provisions:
30.1 Landlord will deliver the property broom clean.
30.2 If Landlord elects to sell the property, they will give
Tenant the first right to negotiate the purchase options.
30.3 Tenant will have first right of refusal to any purchase
contract. Tenant will have 5 business day to except all the terms and
conditions of any purchase contract.
31. ENTIRE AGREEMENT. This Lease contains the entire
agreement between the parties, and no modification of this Lease shall be
binding upon the parties unless evidenced by an agreement in writing signed by
Landlord and Tenant after the date hereof. If there be more than one Tenant
named herein, the provisions of this Lease shall be applicable to and binding
upon such Tenants, jointly and severally.
IN WITNESS WHEREOF, this Lease has been
executed as of the date first above written.
WITNESS: LANDLORD:
Gill Carter Initiative, Inc.
___________________________ By:
____________________________________
Its:
____________________________________
TENANT:
Agape Village, Inc.
WITNESS:
___________________________ By:_______________________________________
Title:_____________________________________
