Underground Vault Closure Agreement 11111111111111111111111111111111111111311111111111111
REBECCA SEEMAN
i'�"�''• REGISTER OF DEEDS SALINE COUNTY KANSAS
'Book:1353 Page: 719-723
Receipt #i: 121794 Recording Fee: $89.00
Pages Recorded: 5 u,/
Date Recorded: 3/8/2019 3:10:03 PM
UNDERGROUND VAULT CLOSURE AGREEMENT
This Underground Vault Closure Agreement ("Agreement") is entered this it'day of
March, 2019, by and among BOYD E. SMITH and HEATHER M. SMITH, Trustees, under the
Boyd E. Smith Trust dated August 20, 1993,as amended and restated on May 11,2011 ("Owner");
the SPARK ARTIST RESOURCE EXCHANGE, INC., a Kansas not-for-profit corporation
("Tenant"); and the CITY OF SALINA, KANSAS,a Kansas municipal corporation ("City").
Recitals
A. Owner owns buildings located on real estate in downtown Salina, Saline County,
Kansas addressed as 144, 146, and 148 South Santa Fe Avenue and legally described as:
Lots One Hundred Thirty-two (132) and One Hundred Thirty-four(134) on Santa
Fe Avenue, in the Original Town (now City) of Salina, Saline County, Kansas
("Owner's Property")
B. Tenant leases and occupies 146 South Santa Fe Avenue.
C. The east property line ("Property Line") of Owner's Property abuts the Santa Fe
Avenue public right-of-way ("Right-of-Way") and the public sidewalk constructed on the Right-
of-Way ("Sidewalk") as depicted on the attached and incorporated Exhibit A.
D. There exists beneath the Sidewalk and in the Right-of-Way an underground vault
accessible from the basements of the Owner's buildings, including the portion of the building
occupied by Tenant, ("Basements") depicted on Exhibit A("Underground Vault").
E. In conjunction with plans to make comprehensive public improvements to the
Right-of-Way as part of the City's downtown streetscape project("Streetscape Project"),City has
determined, and Owner acknowledges, that public safety and future maintenance considerations
warrant sealing off at the Property Line and either filling or removing the Underground Vault at
city expense.
THE PARTIES agree and covenant:
1. Consideration. In consideration for the City's commitment as part of the
Streetscape Project to seal off at the Property Line and either fill or remove the Underground Vault
based upon a licensed professional engineer's design and at City expense (the "Work"), Owner
and Tenant:
a. Terminate and relinquish any rights Owner or Tenant may have relating to use and
possession of the Underground Vault effective as of the date of this Agreement;
Book 1353 Page: 720
b. Agree to remove all private property from the Underground Vault by no later than
March 5 , 2019;
c. Covenant that no other person or entity than Tenant occupies Owner's Property by
rental agreement, lease or otherwise is in possession of or has possessory rights to
the Underground Vault through Owner: and
d. Grant the City and its contractors, agents, and employees reasonable access to the
Basements for the purposes of(1) photographing the Underground Vault from the
vantage point of the Basements prior to commencement of the Work, (2) accessing
the Underground Vault with equipment and personnel necessary to complete the
Work, and (3) photographing the completed Work from the vantage point of the
Basements. City agrees to provide Owner and Tenant I days' notice of need for
access to the Basements and will diligently pursue uninterrupted completion of the
Work following commencement.
2. Indemnification by Contractor. The Owner and the Tenant acknowledge having
received and read a copy of the First Addendum to Construction Contract dated August 6, 2018
("First Addendum") between the City and Smoky Hill, L.L.C. (the `'Contractor"). and further
acknowledge and consent to the terms and conditions of Section 2 of the First Addendum relating
to the Contractor's agreement to defend. indemnify and hold harmless the Owner Indemnified
Parties as third-party beneficiaries of the Addendum, from certain claims, damages, losses, and
expenses arising from the Contractor's performance of the Work or entry into the Owner's
property.
3. Additional Insured. The Owner and the Tenant acknowledge having received and
read a copy of the Second Addendum to Construction Contract dated August 13, 2018 ("Second
Addendum") including the terms of Section 2 of the Second Addendum relating to the Owner's
and the Tenant's qualification as additional insureds under the Contractor's general liability
coverage during the performance of the Work. The Owner and the Tenant will each notify the
City if it chooses to request a certificate of insurance from the Contractor's general liability
insurance provider documenting its additional insured status.
4. 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 provider of that notice shall thereafter be
given as demanded in that notice.
CITY: City of Salina. Kansas
Attn: City Clerk
P.Q. Box 736
Salina, KS 67402-0736
2
Book 1353 Page: 721
OWNER: Heather M. Smith,Trustee
P.O. Box 1365
Salina,KS 67402-1365
TENANT: Spark Artist Resource Exchange, Inc.
Lori Brack
146 South Santa Fe
Salina, KS 67401
5. Binding Effect and Recording. This Agreement shall be binding upon the parties,
their successors,and subsequent owners of Owner's Property,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.
6. Trustees' Covenants. Boyd E. Smith and Heather M. Smith covenant (1) they are
the duly qualified and acting Trustees ("Trustees") under the Boyd E. Smith Trust dated August
20, 1993,as amended and restated on May 11,2011 (the"Trust"); (2)the Trust is a revocable trust
and remains in full force and effect at this time; and (3) as such Trustees, they are authorized,
pursuant to the Trust and without any limitation whatever, to execute this Agreement.
EXECUTED the day and year first above stated.
BOYD E.SMITH and HEATHER M. SMITH,
Trustees,under the Boyd E. Smith Trust dated
August 20, 1993, as amended and restated on May
11,2011 -
By:
Boyd E. S 'th,Trustee
By:
Heather M. Smith,Trustee
SPARK ARTIST RESOURCE EXCHANGE,INC.
By: LO/1/"I .111A/6 '
Lori, Brack, Mu,ax
CITY OF SALINA,KANSAS
By:
Trent W. vis,M.D., Mayor
A11EST:
Y11 lk
Shandi Wicks,CMC,City Clerk
3
Book 1353 Page: 722
ACKNOWLEDGEMENTS
STATE OF KANSAS,COUNTY OF SALINE, SS:
This instrument was acknowledged before me on March I. 2019 by Boyd E. Smith,
Trustee, under the Boyd E. Smith Trust dated August 20, 1993. as amended and restated on May
11, 2011.
Pt-4 ' Ik:i-----
DAN Notary Public
Notary Putt c-Sta:eSTACK of Kansas Printed Name: Da I) j�11C .
My/opt FxpiresDecemberit}� -
STATE OF KANSAS,COUNTY OF SALINE, SS:
This instrument was acknowledged before me on March I, 2019 by Heather M. Smith.
Trustee, under the Boyd E. Smith Trust dated August 20, 1993, as amended and restated on May
11, 2011.
DAN STACK
Notary Puts c-State of Kansas Notary Public
t.'y Appt Expires DecemberM-lay Printed Name: t all 5.-F a C1C
STATE OF KANSAS, COUNTY OF SALINE, SS:
This instrument was acknowledged before me on March 1, 2019 by Lori Brack as
ilana3 e...- of Spark Artist Resource Exchange, Inc.
DAN STACK
Notary NoExpire bt:c-State of Ka-sas Public P(1
/ C
I
My appy Expires Deoember2;.2ot9 Printed Name: �A rl "�1-614.
STATE OF KANSAS,COUNTY OF SALINE, SS:
This instrument was acknowledged before me on Marchi , 2019 by Trent W. Davis.M.D.
as Mayor and by Shandi Wicks as City Clerk of Salina, Kansas.
LEANN M. JOHNSON\ i / ''r
\ ary Public- S'. to c" Kansas o Publi
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Printed Name: �/ c n
-PRI Exp re: (o�ZfoIZDZZi Lea Illi �J Uh 1950A
4
Boolc 1353 Page: 723
Exhibit A
The Santa Fe Avenue Right of Way that abuts the east line of Lot 134 and
Lot 132 on Santa Fe Avenue, in the Original Town of Salina, Saline County,
Kansas.
RIGHT--OF—WA Y
EDGE BUILDING ;
LOT 132 '
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L.
SIDEWALK VAULTo
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CURB LINE
CITY OF SALIVA .J00 w ASK SALSA, KANSAS
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