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License AgreementREBECCA SEEMAN °`kGISTER OF DEEDS SALINE COUNTY KANSAS $''•P.r'0 FTF Book: 1303 Page: 969-973 Receipt a: 105900 Recording Fee: $ 84.00 Pages Recorded: 10C, /J IQa4,e 4", Dat a Recorded: 10/9/2015 8:19:26 AM Grantor Grantee Type of Document License Aqreement Recordinq Fees $84.00 Mtg Reg Tax $0.00 Total Amount $84.00 Return Address CITY OF SALINA ROOM 206 MIKI Book: 1303 Page: 965 LICENSE AGREEMENT This License Agreement is made this Z(r11n day of August, 2015, by and between the City of Salina, Kansas, a Kansas municipal corporation, (the "City") and The Kansas -Nebraska Convention of Southern Baptists, Inc., a Kansas not for profit corporation (the "Licensee"). RECITALS A. The Licensee owns a 17.03 acre tract of real estate located in unincorporated Saline County, Kansas, legally described in the attached and incorporated Exhibit A ("Real Estate"), which is a tract within the larger tract commonly known as the Webster Conference Center located at 2601 North Ohio Street. B. The Licensee has informed the City of its desire to install a private sanitary sewer service line in the City's public right-of-way, for the limited purpose of providing a sanitary sewer connection for the conference center and campground improvements located on the Real Estate. C. The City has determined that the granting of a license to the Licensee to install such private sanitary sewer service line will not interfere with use of the right-of-way by the City or its franchisees. D. The City has found it to be in the public interest to grant a license to the Licensee to install the private sanitary sewer service line in the right-of-way, subject to the terms and conditions outlined below. THE PARTIES THEREFORE AGREE: 1. Grant. The City hereby grants a non-exclusive license (the "License") to the Licensee to install and maintain a private sanitary sewer service line (the "Line") within the areas of the public right-of-way for Pleasant Hill Road depicted on the attached and incorporated Exhibit B (the "Right of Way"), for the limited purpose of providing a sanitary sewer connection for the Real Estate. Licensee represents and covenants that the Line is not for the provision of any services to any person or entity within the City of Salina, Kansas, on any basis, and acknowledges that this grant of the License is made by the City in reliance upon that representation and covenant. 2. Use of Right -of -Way. In the use of the Right -of -Way under this License Agreement, the Licensee shall be subject to all rules, regulations, policies, resolutions, and ordinances now or hereafter adopted or promulgated by the City and shall be subject to all applicable laws, orders, rules, and regulations adopted by governmental bodies now or hereafter having jurisdiction. In addition, the Licensee and its contractor shall be subject to all rules, regulations, policies, resolutions, and ordinances now or hereafter adopted or promulgated by the City relating to permits and fees, sidewalk and pavement cuts, utility location, construction coordination, beautification, and other requirements on the use of the public right-of-way and shall comply with the following: Book: 13033 Fags: 966 a. The Licensee's use of the Right -of -Way shall in all matters be subordinate to the City's use of the Right -of -Way for any public purpose. The Licensee and its contractor shall coordinate the placement of the Line in a manner which minimizes adverse impact on public improvements, as reasonably determined by the City. Where placement is not otherwise regulated, the Line shall be placed with adequate clearance from such public improvements so as not to impact or be impacted by such public improvement. The Licensee and its contractor shall stake the route to confirm the horizontal location and vertical elevation of any existing utility lines along the route and obtain horizontal and vertical location approval by the City prior to beginning installation of the Line. The Licensee shall install the proposed line a minimum of ten (10) horizontal feet and two (2) vertical feet below the utility lines along the route unless otherwise approved by the City. b. All earth, materials, sidewalks, driveway approaches, paving, crossings, utilities, public improvements, or improvements of any kind injured or removed by the Licensee or its contractor in its activities under this License Agreement shall be fully repaired or replaced promptly by the Licensee at its expense and to the reasonable satisfaction of the City or owner thereof. c. All of the materials, plans, and installation of the Line shall be approved by or as directed by the City and in accordance with any other approved specifications for performing work in the public right-of-way. Prior to construction, reconstruction, or relocation of the Line or any facilities in the Right -of -Way, the Licensee shall, at its own cost and expense, prepare and deliver to the City for approval, plans and specifications of the proposed installation. Such approval shall not be unreasonably withheld, delayed, or conditioned. d. The Licensee shall keep and maintain accurate records and as -built drawings depicting accurate horizontal and vertical locations of the Line as constructed or reconstructed in the Right -of -Way after the date hereof All points of the Line shall be horizontally located from street centerline, or section or quarter section lines or corners. Vertical locations or all points of facilities shall consist of elevations in either City datum or United States Geological Survey datum. e. The Licensee and its contractor shall cooperate promptly and fully with the City and take all measures necessary to provide accurate and complete information regarding the nature and locations, both horizontal and vertical, of the Line located within the Right -of - Way when requested by the City or its authorized agents for a public project. Such location and identification shall be at the sole expense of the Licensee without expense to the City, its employees, agents or authorized contractors. The Licensee shall have a person familiar with the facilities, who is responsible for timely satisfying information needs of the City and other users of the Right -of -Way. f The Licensee or its contractor shall promptly relocate or adjust the Line located in the Right -of -Way for any project planned or undertaken by the City or any governmental entity for construction, reconstruction, maintenance, or repair of public facilities or public improvements, or any other purpose of a public nature. Such relocation or adjustment shall Page 2 of 8 Book. 130 ► Page: 967 be performed by the Licensee at its sole expense without expense to the City, its employees, agents or authorized contractors and shall be specifically subject to rules and regulations of the City not inconsistent with this License Agreement pertaining to such. Prior to terminating the License pursuant to paragraph 7.b below on the basis that the public interest is best served by the use of the Right -of -Way in a manner in conflict with the License, the City agrees to cooperate and coordinate with the Licensee, in good faith, to identify viable relocation or adjustment options for the Line under this paragraph 2.b. g. It shall be the sole responsibility of the Licensee to take adequate measures to protect and defend the Line in the Right -of -Way from harm or damage. If the Licensee fails to accurately or timely locate the Line, it will have no claim for costs or damages against the City and its authorized contractors or any other party authorized to be in the Right -of -Way unless such party is solely responsible for the harm or damage by its negligence or intentional conduct. h. The Licensee or its contractor shall notify the City not less than three (3) working days in advance of any excavation, construction, reconstruction, repair, or relocation of the Line which would require any street closure which reduces traffic flow to less than two (2) lanes of moving traffic. The City shall follow its policies in the grant or denial of such street closure, which shall not be unreasonably delayed. In addition, all work performed in the traveled way or which in any way impacts vehicular or pedestrian traffic shall be properly signed, barricaded, and otherwise protected. Such signing shall be in conformance with the latest edition of the Federal Highway Administration's Standards and Guideline for Work Zone Traffic Control. i. The Licensee or its contractor shall, during construction and upon completion of the work, remove all temporary construction facilities, debris, and unused materials provided for in the work, and put the work site and the public right-of-way in a safe, neat, and clean condition. j. All technical standards governing construction, reconstruction, installation, operation, testing, use, maintenance, and dismantling of the Line in the Right -of -Way shall be in accordance with applicable present and future federal, state, and City law and regulation, including but not limited to the most recent editions of the Uniform Plumbing Code, National Electrical Code, the National Electrical Safety Code and the Fiber Optic Line Installation Standard of the Telecommunications Industry Committee, or such substantive equivalents as may hereafter be adopted or promulgated. It is understood that the standards established in this paragraph are minimum standards and the requirements established or referenced in this License Agreement may be additional to or stricter than such minimum standards. 3. Title. By granting this License the City does not warrant title to or the right to possess and occupy the Right -of -Way. In the event that it is determined that the City is not entitled to possess and utilize the Right -of -Way, this License Agreement shall terminate and the Licensee shall quit and surrender its use of the Line in the Right -of -Way in compliance with this License Agreement. Page 3 of 8 Book. 17Mage: 988 4. Indemnification. The Licensee shall defend, indemnify, and hold harmless the City, its agents, representatives, officers, officials, and employees from and against any and all claims, damages, losses, judgments and expenses (including but not limited to attorney fees and court costs) that may arise from or in any way relate to this Agreement or the Licensee's use of the Right of Way. 5. Corps of Engineer Approvals. Any permission granted pursuant to this License Agreement to install the Line shall be subject to and conditional upon approval by the Corps of Engineers where applicable. 6. Breach of License Agreement. In the event that the Licensee uses the Line for any purpose other than that specifically authorized under this License Agreement, all rights granted hereunder to the Licensee shall immediately cease as if never granted and the Licensee shall immediately quit and surrender its use of the Line in the Right -of -Way. In the event that the Licensee or its contractor shall fail to comply with any other substantial term, condition or covenant of this License Agreement within ten (10) days after written notice to do so has been mailed to the Licensee by the City, or in the event the Licensee abandons its authorized use of the Right -of -Way, any such event shall be deemed an immediate breach and forfeiture of the License Agreement which shall then terminate. Upon such termination of this license, the Licensee shall quit and surrender its use of the Line in the Right -of -Way in compliance with the terms of this License Agreement. 7. Term. The License shall commence upon execution of this License Agreement and shall continue until the earlier of: a. The Licensee's discontinuation of its authorized use of the Right -of -Way; b. Notification of the Licensee by the City that the public interest is best served by the use of the Right -of -Way in a manner in conflict with the License that cannot be resolved by the Licensee's relocation or adjustment of the Line within the Right -of -Way pursuant to paragraph 2.f above, and that the License shall terminate no less than one -hundred eighty (180) days following such notice; c. Termination of the License pursuant to paragraph 6 above; or d. Termination of the Licensee's separate agreement with the City under which the Licensee is authorized to connect the Real Estate to the City's sanitary sewer collection system and to provide the Real Estate with sanitary sewer service. 8. Removal of Lines. Upon termination of this License Agreement, the Licensee shall have the right to remove the Line within a reasonable time, not to exceed one hundred twenty (120) days. In the event the Licensee chooses to exercise the right to remove the Line, it shall within the permitted time period restore the Right -of -Way from which the Line is removed to as good a condition as existed prior to the removal. In the event the Licensee exercises its right to remove the Line but fails to properly restore the Right -of -Way, the City shall have the right to cause the Right - of -Way to be restored and to charge any reasonable costs associated therewith to the Licensee. Page 4 of 8 Book: 1303 Page: 969 9. Notices. All notices required or permitted to be given pursuant to this License Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt, but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears below for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shall thereafter be given as demanded in that notice. CITY: City of Salina, Kansas Attn: City Clerk P.O. Box 736 Salina, KS 67402-0736 LICENSEE: Webster Conference Center 2601 North Ohio Street Salina, KS 67401 Attn: Bill Cooke 10. Assignment of License. The Licensee shall not assign this License or any interest therein without the prior written consent of the City. 11. Invalidity in Part. If any clause, sentence, or paragraph of this License Agreement shall be held to be invalid, it shall not affect the validity of the remaining provisions of this License Agreement. 12. Amendments. Neither this License Agreement nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the parry against whom the enforcement of the change, waiver, or termination is sought. Any such amendment may be recorded and indexed to the real estate described in Exhibit A, in the records of the Saline County Register of Deeds. 13. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this License Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this License Agreement, but each and every term of this License Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof 14. Binding Effect. This License Agreement shall be binding upon the parties, their successors, and authorized assigns, and shall be binding upon and run with the land described in Exhibit A. A copy of this Agreement may be recorded and indexed to the real estate described in Exhibit A, in the records of the Saline County Register of Deeds. {Signature Page Follows} Page 5 of 8 Book: 13303 Mage: 970 EXECUTED the day and year first above stated. CITY OF S INNSAS i By: Jo . B ard, Mayor ATTEST: unxLUAW ShanJi Wicks, CMC, City Clerk THE KANSAS -NEBRASKA CONVENTION OF SOUTHERN BAPTISTS, INC. If we ACKNOWLEDGEMENTS STATE OF KANSAS, COUNTY OF SALINE, SS: 150. This instrument was acknowledged before me on Atigttst 2015 by Jon R. Blanchard as Mayor and by Shandi Wicks as City Clerk of Salina, Kansas. CYNTHIA S, WOLFF Notary Public - Statq, of Kansas .VAppt. Expires — - b Notary P blit 00 STATE OF KANSAS, COUNTY OF�C t 1C, SS: This instrument was acknowledged before me on August ,Z(1 2015 by Andy Addis as President of The Kansas -Nebraska Convention of Southern Baptists, Inc. DEANN R. SEEMS Notary Public Notary Pubit� . Mate o f sas Page 6 of 8 EXHIBIT ABOok: 1303 Page: 971 ANNEXATION DESCRIPTION A tract of land in the Southeast Quarter of Section 25, Township 13 South, Range 3 West, of the 6th Principal Meridian, Saline County, Kansas, being more particularly described as follows: COMMENCING at the Southeast corner of said Southeast quarter; THENCE along the South line of said Southeast Quarter on an assumed bearing of N 89047'56" W, for a distance of 685.56 feet to the POINT OF BEGINNING; THENCE continuing along said South line N 89047'56" W for a distance of 686.34 feet; THENCE departing said South line, N 00012'04" E for a distance of 425.18 feet; THENCE N 31040'13" W for a distance of 1032.98 feet; THENCE N 58019'47" E for a distance of 422.59 feet; THENCE S 31040'13" E for a distance of 1231.67 feet; THENCE S 24041'32" E for a distance of 528.70 feet to the South line of said Southeast Quarter and the POINT OF BEGINNING, said tract containing 17.03 acres, more or less. Page 1 EXHIBIT A B,ok ° 1303 'age: 972 Page 2 EXHIBIT B Book: 1.30 Page: 973