Underground air line for Idlewilde Place LICENSE AGREEMENT
This License Agreement is made this 73 day of November, 2015, by and between the
City of Salina. Kansas, a Kansas municipal corporation. (the "City"). and GPM No. 1. LLC, a
Kansas limited liability corporation and Great Plains Manufacturing.; Inc., a Kansas Corporation
(collectively, the "Licensees").
RECITALS
A. The Licensees own two tracts of real estate in the City of Salina. Saline County'.
Kansas, legally described in the attached and incorporated Exhibit A. which properties are generally
described as 642 Idlewilde Place and 601 Idlewilde Place (the "Real Estate").
B. The Licensees have informed the City of their desire to install a private underground
air line in the City's public right-of-way for Idlewilde Place, for the limited purpose of providing an
underground air line connection between the facilities located on the Real Estate.
C. The City has determined that the granting of a license to the Licensees to install such
private underground air 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 Licensees to
install the private underground air 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
Licensees to install and maintain a private underground air line (the "Line") within the areas of the
public right-of-way for Idlewilde Place depicted on the attached and incorporated Exhibit B (the
"Right of Way"), for the limited purpose of providing an underground air line connection between
facilities located on the Real Estate. Licensees represent and covenant 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
acknowledge 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 Licensees 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 Licensees and their 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
REBECCA SEEMAN
comply with the following: 4.5.--`°gGISTER OF DEEDS SALINE COUNTY KANSAS
""""`)'' Book: 1305 Page: 736-713
`°`' Receipt c 106239 Recording Fee: $68.00
~ +.*�:�.:: >9 Pages Recorded: 8 G 01\1 Ede 254wman)
Date Recorded: 11/21/2015 9:5111 AM
Book : 1305 Page : 737
a. The Licensees' 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 Licensees and their 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
Licensees and their 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
Licensees shall install the proposed line a minimum of ten (10) horizontal feet and two (2)
vertical feet below any existing 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 Licensees or
their contractor in its activities under this License Agreement shall be fully repaired or
replaced promptly by the Licensees at their 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 Licensees shall, at their 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 Licensees 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 Licensees and their 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 Licensees without expense to the City,
its employees, agents or authorized contractors. The Licensees 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 Licensees or their 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
Page 2 of 8
Book : 1305 Page : 738
improvements, or any other purpose of a public nature. Such relocation or adjustment shall
be performed by the Licensees at their 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.
Q. It shall be the sole responsibility of the Licensees to take adequate measures to
protect and defend the Line in the Right-of-Way from harm or damage. If the Licensees fail
to accurately or timely locate the Line; they 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 Licensees or their 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 Licensees or their 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 Licensees
shall quit and surrender their use of the Line in the Right-of-Way in compliance with this License
Agreement.
Page 3 of 8
Book : 1305 Page : 739
4. Indemnification. The Licensees 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 Licensees' 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 Licensees use the Line for any
purpose other than that specifically authorized under this License Agreement, all rights granted
hereunder to the Licensees shall immediately cease as if never granted and the Licensees shall
immediately quit and surrender their use of the Line in the Right-of-Way. In the event that the
Licensees or their 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 Licensees by the City, or in the event the Licensees abandon their 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
Licensees shall quit and surrender their 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 Licensees' discontinuation of its authorized use of the Right-of-Way;
b. Notification of the Licensees 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, and that the License shall
terminate no less ninety(90) days following such notice: or
c. Termination of the License pursuant to paragraph 6 above.
8. Removal of Lines. Upon termination of this License Agreement, the Licensees shall
have the right to remove the Line within a reasonable time, not to exceed one hundred twenty (120)
days. In the event the Licensees choose to exercise the right to remove the Line, they 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 Licensees exercise their right to remove
the Line but fail 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
Licensees.
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
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•
Book : 1305 Page : 740
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: Great Plains Manufacturing, Inc.
Attn: James Hall
P.O. Box 5060
Salina, KS 67402-5060
(with email copy to:jamie.hall(c�greatplainsmfg.com)
10. Assignment of License. The Licensees 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 party 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
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Hook : 1305 Page : 741
EXECUTED the day and year first above stated.
CITY OF S• -
By: .4,1i
11 • '. c ard. Mayor
Al I EST: II,,S�Ryy p
Sh di Wicks. CM C.
City Clerk
GPM No. 1, LLC GREAT PLAINS MANUFACTURING, INC.
By: �Z 7 0 '/14,4 - By: s , eq/
Roy E. App equist, Member Roy E. Applequist, Chairman
ACKNOWLEDGEMENTS
STATE OF KANSAS, COUNTY OF SALINE, SS:
This instrument was acknowledged before me on November 23 . 2015 by Jon R.
Blanchard as Mayor and by Shandi Wicks as City Clerk�of�Salina, Kansas.
CYNTHIA S. WOLFF ( .�cJ W
Notary Public J-State of Kansas Not ublic•: Cynthia S. Wo1
My Appt.Expires la-?_,2,0m3
STATE OF KANSAS, COUNTY OF SALINE, SS:
This instrument was acknowledged before me on November Z 3 , 2015 by Roy E.
Applequist. as Member of GPM No. 1, LLC, a Kansas limited liability company, and Roy E.
Applequist, as Chairman of Great Plains Manufacturing, Inc.. a Kansas corporation.
Notary ot Public �..
SHELDON A MUN!NGER
Notary Public-State of Kansas
•My Appt. Expires / 2 y-',
Page 6 of 8
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Book : 1305 Page : 742
EXHIBIT A
DESCRIPTION OF REAL ESTATE
The real estate owned by GPM No. 1, LLC and Great Plains Manufacturing; Inc. abutting the
licensed area is legally described as:
Lot Three (3), Block Two (2) and Lot One (1). Block One (1) of the
Great Plains Addition to the City of Salina, Saline County, Kansas
Page 7 of 8
Book : 1305 Page : 743
EXHIBIT 'B'
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