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Lots 80, 82, 84, & 86 on 5th Street and Lots 79, 81, 83, & 85 on Santa Fe Avenue all in the original town (Now City) of Salina, Saline County, Kansas iiu1111111IIMIII1111111111iuu111111111111iiiiuiuii • REBECCA SEEMAN " REGISTER OF DEEDS SALINE COUNTY KANSAS .;:,,: .).1Book:1350 Page: 281-283 Receipt #: 120119 Recording Fee: 555.00 Pages Recorded: 3CH Date Recorded: 11/21/2018 2:28:54 PM AGREEMENT FOR CONSTRUCTION OF SITE IMPROVEMENTS and TEMPORARY CONSTRUCTION EASEMENT This Agreement for Construction of Site Improvements and Temporary Construction Easement ("Agreement") is made this November /9 2018, by and between SUNFLOWER BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, and having a principal place of business at Salina, Saline County, Kansas ("Owner) and the CITY OF SALINA, KANSAS, a Kansas municipal corporation (the "City"). Recitals A. Owner owns and occupies a branch bank facility ("Branch Bank") located on real estate in downtown Salina addressed as 176 N. Santa Fe Ave (the "Property") and legally described as: Lots Eightf('80), Eighty-two (82), Eighty-four (84), and Eighty-six (86) on 5th Street and Lots Seventy-nine (79), Eighty-one (81), Eighty-three (83) and Eighty-five (85) on Santa Fe Avenue, all in the original Town (now City)of Salina, Saline County, Kansas. B. Vehicular access to the Branch Bank is currently via driveway entrances from Santa Fe Avenue, 5th Street, and Ash Street. As part of the City's Downtown Streetscape Reconstruction Project No. 70012 (the "Streetscape Project"), the Owner's and the City's interests are served by the enhanced traffic safety and street-parking capacity resulting from widening the Santa Fe entrance and closing the Ash Street entrance to the Branch Bank as part of the Streetscape Project, including construction of improvements (curbs, gutter. pavements, and ornamental fence, collectively the "Site Work") on the Property by the City's contactor, Smoky Hill, LLC (the "Contractor"), at the City's expense, as depicted on the attached and incorporated Exhibit A. C. Access to the Property for the Site Work requires a temporary construction easement legally described and depicted on the attached and incorporated Exhibit B (the "Temporary Construction Easement") and provides the right of access upon which the Contractor has agreed to: (I) indemnify and hold harmless Owner as a third-party beneficiary of the First Addendum to Construction Contract dated August 6, 2018 between the City and the Contractor("First Addendum to Construction Contract") and (2) name the Owner as an additional insured under the Contractor's general liability coverage pursuant to the Second Addendum to Construction Contract dated August 13, 2018 between the City and the Contractor ('Second Addendum to Construction Contract"). THE PARTIES, therefore agree and covenant: 1. Construction of the Site Improvements. The City agrees to perform the Site Work at its expense, subject to approval and acceptance of the Site Work by the Owner, which approval and acceptance shall not be unreasonably withheld. The Site Work is projected to commence on or about November 20, 2018, depending upon weather conditions. The City shall notify the Owner of the precise • Book 1350 Page: 282 date of commencement of the Site Work as soon as that date has been determined. The current Ash Street entrance shall remain open until improvements to the Santa Fe Avenue entrance have been completed. 2. Access. Owner grants the City the Temporary Construction Easement for all rights of access by the City and its contractors, agents, and employees for the purpose of constructing the Site Improvements commencing as of the date of this Agreement. The City shall diligently pursue completion of the Site Work following commencement. The Temporary Construction Easement shall terminate upon Owner's approval and acceptance of the completed Site Work. 3. Indemnification by Contractor. Owner acknowledges receipt of a copy of the First Addendum to Construction Contract. Owner consents to the terms of Section 2 of the First Addendum to Construction Contract relating to Contractor's agreement to defend, indemnify and hold harmless the Owner Indemnified Parties, as third-party beneficiaries of the First Addendum, from certain claims, damages, losses, and expenses arising from Contractor's performance of the Site Work or entry into the Owner's property. 4. Additional Insured. Owner acknowledges receipt of a copy of the Second Addendum to Construction Contract and the terms of Section 2 relating to Owner's qualification as an additional insured under the Contractor's general liability coverage during the performance of the Site Work. Owner will notify the City if Owner chooses to request a certificate of insurance from the Contractor's general liability insurance provider documenting the Owner's additional insured status. 5. Notices. All notices required or permitted to be given pursuant to this 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 Owner: Sunflower Bank, N.A. Attn: Jim Kowach Attn: Legal Department P.O. Box 736 3025 Cortland Circle Salina, KS 67402-0736 Salina, KS 67401 6. Amendments. Neither this Agreement nor any of its terms may be changed or modified, or waived except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, modification, or waiver is sought. Any such amendment may be recorded and indexed to the Property in the records of the Saline County Register of Deeds. 7. Applicable Law; Venue. This Agreement and its validity, construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the District Court of Saline County, Kansas. 8. Assignment. The assignment of any rights under this Agreement by the Owner shall be subject to the prior written consent of the City. 9. Legal Counsel This Agreement was drafted by the law firm of Clark, Mize & Linville, Chartered, Salina, Kansas, on behalf of the City. The firm has disclosed to both parties that it serves as legal counsel to the City regarding this Agreement and that it serves as legal counsel to the Owner on 2 • Book 1350 Page: 283 matters unrelated to this Agreement but has not advised the Owner in connection with the negotiation or preparation of this Agreement. Owner acknowledges its right to seek the advice of independent counsel regarding this Agreement and the related transaction. Both parties consent to the firm's representation of the City in relation to the preparation of this Agreement and the related transaction. 10. Binding Effect. The City and the Owner agree that this Agreement shall be recorded with the Office of the Saline County Register of Deeds at the City's expense and indexed to the Property. This Agreement shall "run with the land" in relation to the Owner's Property and shall be binding upon and inure to the benefit of the Owner, its authorized or permitted successors and assigns, and any subsequent owners of all or any portion of the Property. EXECUTED effective as of the day and year first above stated by the duly authorized officers of the parties to this Agreement. SUNFLOWER BANK,NATIONAL ASSOCIATION By AA- X91 Name: Is1fkeT637-e-5 Title: fP Fermi.,rt#3 O/REczoA CITY OF SALINA,KANSAS By: Xp c"Z PG-- Karl F. Ryan, Mayor ATTEST: SY. gai aOtOM Shandi Wicks, CMC,City Clerk ACKNOWLEDGEMENTS STATE OF KANSAS,COUNTY OF SALINE, SS: This instrument was acknowledged before me on November /4, , 2018 by all r EsrE1 aseAcA,ennAdigeraRof Sunflower Bank, National Association. .ANNETTE L.BEAUMONT NOTARY PUBLIC4.91‘, (LM to J4&a /yy't,y/ls STATE OF Notary Public • My Apt.Exp .-a 9 Printed Name: Anne- 1-2 AeQ14.0"/Drit STATE OF KANSAS, COUNTY OF SALINE, SS: This instrument was acknowledged before me on NovemberIt2018 by Karl F. Ryan as Mayor and by Shandi Wicks as City Clerk of Salina, Kansas. P. , DAN STACK ^ Notaary PLSCc-State of Kansas Notary 1� � My Apat. Exo re, ce=ember flaw, Printed Name: b 4 5.-tack 3 CDS bo,Y AA .1.1 „vm,l,:xcad K �»PA00 r, +1 ,��... `�^ `\� sa vlrtnsfounI , NNJ9 I13MOliNnS e 795 4 s O77S f ie `l { iii.-� ooi - .ioto, A. H ,,,ctt:15: \ 1I= I Ii — -'n` - • �� _ ., © o r 1 <i L •• Ea, I I OV� -- Sgt a !i 3 h 6 _ss . z Id ,Aibt ta_____-_,VAL) 111 _ i I : ` R SW II , I moi ; i In ,,:k , Q C g 0 0. 11 , -1 - _UL_ e ; n X W .I.IHIIII • Il® f ;;alxel;alal`aila g:YY:>' `�'.��I'-,I 2 F E 1`1.1.1=1-1-I=k1, _- _v:oi i --I-! _ sQ eto-o ss eles.a.mo aCle-S--v:w L:D'11p :said .m:Le w.n Exhibit S Temporary Construction Easement The west Ten feet (10) of Lot Eighty (80) on 5th Street and all of Lots Seventy—nine (79), Eighty—one (81), Eighty—three (83) and Eighty—five (85) on Santa Fe Avenue, all in the original Town (now City) of Salina, Saline County, Kansas Ash Street Lot 79 Lot 80 I I I I at I a) I H I I 11 a I Q Lot 81 a tb co I-L_ /r. /, IIQ c o 1 o /• / cn Lot 83 I // / 1j1I -11- Lot 85 Lot s. an or SAUNA, 300 W ASN, SEM, KANSAS PUBLIC $tWKS - ENGINEERING- UIRIIIES 0 20 40 60 80 EXHIBIT B iemporcry Construction Easement sit am SCALE: 1' - 40' 0 2018-537 t Nov 2078 Oaaa a.... ... In n