Landscaping License Agreement
BQok~ 1183 Page: 170b
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LICENSE AGREEMENT FOR COOPERATIVE LANDSCAPING
ON PUBLIC RIGHT-OF-WAY
. This License Agreement for_ G~operative Landscaping on Public Right-of-way ("License
Agreement") is entered into this ~y of October, 2008 by and between the City of Salina,
Kansas ("City") and Salina Partners, LLC, a Delaware limited liability company ("Licensee").
Recitals
A. The Licensee is developing as a shopping center the commercial tract of real
estate known as the Lambertz Addition Tax Increment Financing Redevelopment District,
consisting of approximately 10.79 acres, bounded on the north by the Mid State Plaza Addition,
on the east by South Ninth Street, on the south by the Belmont Plaza Addition, and on the west
by Interstate 1-135, all in the city of Salina, Saline County, Kansas, which is depicted and legally
described on Exhibit" A" attached hereto (the "Redevelopment District").
B. The City and Licensee are in the process of making significant public and private
improvements in the Redevelopment District.
C. The City and the Licensee wish to cooperatively provide for an integrated
landscape plan for a landscaping island (the "Key Avenue Island"), as depicted on Exhibit "B"
attached hereto, contained in a portion of Key Avenue, a public right-of- way, in furtherance of
the City's goal of beautifying its entryway corridors, including public-private partnerships where
feasible, and in a manner consistent with Salina Code Section 3-5-40.
D. The Licensee has submitted and City staff has approved a landscape plan for the
Redevelopment District, including the Key Avenue Island, which is attached as Exhibit "C", (the
"Landscape Plan"). The Landscape Plan includes landscape area that is on both private property
and the public right-of-way. The only area addressed by this License Agreement within the
approved Landscape Plan is the Key Avenue Island, which is entirely contained in Key Avenue,
a public right-of-way.
E. The City Engineer has concluded that allowing the developer to construct and
maintain this island in the center of Key A venue will not create a traffic hazard or interfere with
the use of the public right-of-way.
F. The governing body of the City has determined that the public interest is best
served by the use of the public right-of-way as provided for in this License Agreement.
THE PARTIES therefore agree and covenant:
1. Grant of License. The City grants a license to the Licensee, subject to the terms of
. this License Agreement, (the "License") to use the Key A venue Island for the limited purposes
of:
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Book, 1183 Pagel 1707
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(a) Installing and maintaining landscaping in strict adherence to the approved
Landscape Plan. (the "Landscape Plan").
(b) Designing, installing, and maintaining an irrigation system approved by the City
for the Key Avenue Island (the "Irrigation System").
2. Term of License. This License Agreement shall be for an initial term of twenty (20)
years commencing October 27.2008 and ending October 27.2028 ("Primary Term"). Unless the
Licensee shall give notice to the City of its intent to terminate this License Agreement no later
than ninety (90) days prior to the end of the Primary Term, this License Agreement shall
thereafter self-renew each subsequent year until the earlier of:
(a) Termination of the License by the Licensee at any time after no less than
60 days notice from the Licensee to the City.
(b) Termination of the License based upon the Licensee's failure to maintain
the Key Avenue Island as provided in Section 6 below.
(c) Notification of the Licensee by the City that the public interest is best
served by the use of the Key Avenue Island in a manner in conflict with the License, and
that the License shall terminate no less than 180 days following such notice.
3. Implementation of Landscaoe Plan. The Landscape Plan shall be fully
implemented no later than Mav 1. 2009 except to the extent that the Licensee identifies and the
City approves certain plantings that are more likely to survive a fall planting, for which the
planting deadline shall be October 15. 2009.
4. Irrigation System. Implementation of the Landscape Plan shall include the
installation of an Irrigation System. The Irrigation System, including that portion located in the
public right of way and in the Key Avenue Island shall be the property of the Licensee. The
Licensee shall be fully responsible for any cost associated with the installation and ongoing
maintenance of the Irrigation System.
5. Cost of Waterine:. The Licensee shall be responsible for the cost of the water
necessary to properly irrigate the Key Avenue Island.
6. Landscape Maintenance. The Licensee shall maintain the Key Avenue Island in
accordance with Salina Code Sec. 42-65(9), and as that section or its substantial equivalent may
be amended from time to time. In addition to the enforcement measures applicable to the
landscaping maintained on private property under the Salina Code, the landscaping in the Key
Avenue Island shall be subject to periodic inspection by the zoning administrator, or an
authorized representative, to determine compliance with the Landscape Plan and the
requirements of this Section. When the landscaping has not been installed, maintained, or
replaced to comply with the Landscape Plan or the requirements of this Section, a written
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Book, 1183 Pagel 1708
corrective order shall be issued to the Licensee. Any work required under a written corrective
order must be completed no later than the next following planting season, which for the spring
season shall be March 15th through April 15th and for the fall season shall be September 15th
through October 15th. Failure to complete the work required by the written corrective order by
the end of the next following planting season may, at the option of the City, result in tennination
of the License.
7. LandscaDing as Public ImDrovement in Rhtht-of-wav. The Irrigation System and
landscaping installed, planted, and maintained in the Key Avenue Island pursuant to this License
Agreement shall be regarded as a public improvement for purposes of any restoration
requirements under the City's franchise ordinances with the various public utilities and service
providers utilizing the public right-of-way. In the event removal or damage to the Irrigation
System or landscaping in the Key Avenue Island results from the need of a public utility to
perform work in the Key Avenue right-of-way, the City and/or the public utility company, as
they shall determine, shall be responsible for fully restoring the Key Avenue Island at no expense
to the Licensee.
8. Indemnification and Hold Harmless. The Licensee shall indemnify and hold and
save the City, its officers, employees, agents, and contractors harmless from any loss, cost,
expense, penalty, damage, or judgment, including attorneys fees, that may arise from the
Licensee's use of the Key Avenue Island.
9. Notices. Any notice to either party shall be sufficient if mailed by United States
main, postage prepaid, at the following addresses:
City of Salina, Kansas
C/O City Clerk
P.O. Box 736
Salina, KS 67402-0736
Salina Partners, LLC .
8111 E. 32nd Street, Suite 150
Wichita, Kansas 67226
Attn.: Christian Ablah
With a copy to:
Arnall Golden Gregory LLP
171 17th Street, Suite 2100
Atlanta, Georgia 30363
Attn.: Jon Neville, Esq.
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Book~ 1183 Page: 1709
11. Bindim! Effect. The City and the Licensee agree that this License Agreement shall
be recorded with the Office of the Salina County Register of Deeds and shall be indexed to the
Replat of Lambertz Addition (the Redevelopment District.) This License Agreement shall "run
with the land" in relation to the Redevelopment District and shall be binding upon and inure to
the benefit of the Licensee's successors and assigns, and any subsequent owners of the
Redevelopment District.
EXECUTED the day and year first above written.
CITY OF SALINA, KANSAS
By:
ATTEST:
SALINA PARTNERS, LLC,
a Delaware limited liability company
By:
Managing Member
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BQQk~ 1183 Page~ 1110
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11. Binding Effect. The City and the ~i~~~s,ee agree that this License Agreement shall
be recorded with the Office of the Saliml.County R~gister of Deeds and shall be indexed to the
Replat of Lambertz Addition (the Redevelopment District.) This License Agreement shall "run
with the land" in relation to the Redevelopment Oistrict and shall be binding upon and inure to
the benefit of the Licensee's successors and assigns, and any subsequent owners of the
Redevelopment District. '
EXECUTED the day and year first above written'.
CITY OF SALINA, KANSAS
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By:
John K. Vanier, II, Mayor
ATTEST:
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Ii,' ,.:
; .;
Lieu Ann Elsey, City Clerk
SALINA PARTNERS, LLC,
a Delaware limited liability company
By'
Steve Panko,
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Book, 1183 Pagel 1111
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ACKNOWLEDGEMENTS
STATE OF KANSAS, SALINE COUNTY, ss: ~
/'l.-- .
BE IT REMEMBERED, that on thistday of October, 2008, before me, the undersigned, a
notary public in and for the county and state aforesaid, came John K. Vanier, II, Mayor of the
City of Salina, Kansas, and Lieu Ann Elsey, City Clerk, who are personally known to me to be
the same persons who executed as such officers the within instrument of writing on behalf of the
City of Salina, Kansas, and such persons duly acknowledged the execution of the same to be the
act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year last above written.
... KIM".' ER
NOr..-V fIIuauc
I Iliy "p~~::~.Ofl.KAtt~
~~
Notary Public
STATE OF
COUNTY, ss:
BE IT REMEMBERED, that on this day of October, 2008, before me, the
undersigned a notary public in and for the county and state aforesaid, came ,
the of Salina Partners, LLC, who is personally known to me to be the
same person who executed the above and foregoing instrument of writing and duly
acknowledged the execution of the same on behalf of the corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal the day and year last above written.
Notary Public
2467872v2
J(P
Book~ 1183 Page~ 1112
ACKNOWLEDGEMENTS
STATE OF KANSAS, SALINE COUNTY, ss:
BE IT REMEMBERED, that on this day of October, 2008, before me, the undersigned, a
notary public in and for the county and state aforesaid, came John K. Vanier, II, Mayor of the
City of Salina, Kansas, and Lieu Ann Elsey, City Clerk, who are personally known to me to be
the same persons who executed as such officers the within instrument of writing on behalf of the
City of Salina, Kansas, and such persons duly acknowledged the execution of the same to be the
act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year last above written. .
Notary Public
I" ':.,t
STATE OF 'ILLJAJOL~ , c..oo", COUNTY, ss:
~ tJo"U\6~ '\
BE IT REMEMBERED, that on this . .3 .' day of .Qeteba; 2008, before me, the
undersigned a notary public in @.l1di for the county and state aforesaid, came S-rwL .p ~ "-.l'\ ,.
the M.A.IJA~ of Salina Partners, LLC, whois personally known to me to be the
same person who executed the above and foregoing instrument of writing' and duly
acknowledged the execution of the same on behalf of the corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal the day and year last above written.
ti',
I' .
. OFFICIAL SEAL
. DEBRA J CASTRO.
. "'-1IIf(.PUaIC. STATE OF ILLINOIS
~J' c:iMeSION ~S:06lO5l12
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Notary Public
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2467872v2
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Book: 1183 Page: 1713
EXHIBIT A
LOT 1, BLOCK 1
REPLA T OF LAMBERTZ ADDITION
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. _0.._ _.__ _ .___ _ __ _. _._ _..___ _ ___ _______..._
( ...-"'''~." . REBECCA SEEMAN
~ /:~J.....~.e.e~~EGISTER OF DEEDS SALINE COUNTY KANSAS
I (:"/~t:~':~~Y"\ Book: 1183 Page: 1705
: · \.,0 rlO'./:/ Receipt -: 52B30 (\ '-, Recording F..: HB.OO
i ~: .t'~"""'~" I Pag.. Recorded: II \.....- '" /J.. -- _. .r$.""_A- \
I '~''';:'"~;..' ~ _r-v
! Date Recorded: 12/17/2008 3:30:16 PM
Grantor
Grantee
Type of Document
Recordin~ Fees
Mtg Reg Tax
Total Amount
Return Address
License A~reement
$48.00
$0.00
$48.00
CITY CLERK
CINDY