License Agreement III i i a ii i i ilii i ii i i i ii i i ii i i ii i i ilii
.., REBECCA SEEMAN
r:REGISTER OF DEEDS SALINE COUNTY KANSAS
`.. �.if 4'.
i:.---• ; }Book:1386 Page: 930-937
'„ ='Receipt #: 132709 Recording Fee: $140.00
Pages Recorded: 8cAti
Date Recorded: 1/12/2021 3:50:43 PM
LICENSE AGREEMENT
This License Agreement made this 146 day of December, 2020 by and between the CITY OF
SALINA, KANSAS, a municipal corporation the"City") and Lee Lofts Partners, LLC, a Kansas Limited
Liability Company, (the "Licensee").
RECITALS
A. The Licensee is the owner of the H.D. Lee Mercantile buildings located on a parcel
addressed as 248-254 North Santa Fe Avenue and legally described on the attached Exhibit A (the
"Property").
B. The City is the holder of the public right-of-way adjacent to and abutting the West
boundary of the Property (the "Santa Fe Avenue Right-of-Way") and the North boundary of the Property
(the"Elm Street Right-of-Way").
C. The Licensee intends to redevelop the buildings located on the Property into residential
apartment buildings and desires to install and maintain stairs and handrails along the West and North sides
of the buildings for entry and exit purposes ("the Stairway Improvements") which will extend into the
Santa Fe Avenue Right-of-Way and the Elm Street Right-of-Way as shown on the attached Exhibit B.
D. The Licensee also desires to install, to designate, to reserve and to post signs on eight (8)
recessed, angled and parallel parking stalls for the use and benefit of the Licensee, its building residents,
and their guests (the "Parking Improvements") located in the Elm Street Right-of-Way as shown on the
attached Exhibit B (the"Reserved Parking Area").
E. The City has found it to be in the public interest to grant a license to the Licensee to allow
the Stairway Improvements to extend onto the Santa Fe Avenue Right-of-Way and the Elm Street Right-
of-Way and the Parking Improvements in the Reserved Parking Area to extend onto the Elm Street Right-
of-Way, subject to the terms and conditions of this Agreement. The Santa Fe Avenue Right-of-Way and
the Elm Street Right-of-Way are hereinafter collectively referred to as the "Right-of-Way."
THE PARTIES THEREFORE AGREE:
1. Grant. Effective upon closing of the Licensee's purchase of the Property,the City grants a
non-exclusive license (the "License") to the Licensee to install and maintain as shown on the site plan
attached hereto as Exhibit B:
A. The Stairway Improvements within the Santa Fe Avenue Right-of-Way and the
Elm Street Right-of-Way for the limited purpose of providing public ingress and egress from its
apartment buildings; and
Book 1386 Page: 931
B. The Parking Improvements located in the Reserved Parking Area within the Elm
Street Right-of-Way for the limited purpose of reserving vehicular parking stalls for the use and
benefit of the Licensee, its building residents, and their guests.
2. Maintenance; Alterations; Enforcement.
A. The Licensee shall be responsible, as its sole cost and expense, for maintaining
the Stairway Improvements and the Parking Improvements in the Reserved Parking Area in a
good and safe condition. The Licensee shall be responsible for all signage, painting all lines
for the parking stalls, and removing snow, trash, and rubbish in the Reserved Parking Area.
B. Except in connection with the performance of its obligations under Section 2.A
above, the Licensee shall not make any modifications to the Stairway Improvements or
alterations, additions, or improvements on or to the Parking Improvements in the Reserved
Parking Area without the prior written consent of the City by an amendment to this Agreement.
C. The Licensee shall be solely responsible for posting with appropriate signage,
monitoring compliance with, and the enforcement of, any private rules, regulations, or
restrictions established by the Licensee for the parking stalls within the Reserved Parking Area.
Any private rules, regulations, or restrictions established by the Licensee shall not be deemed a
part of the Salina Code or otherwise enforceable by the City.
D. Upon notice from the City or any of its affected franchises, the Licensee agrees
to promptly remove, or cause to be removed, any vehicles within the Reserved Parking Area, if
such removal is deemed necessary by the City or its affected franchisees in order to access,
install, or repair any public utilities within the Right-of-Way. If the City's or any of its affected
franchisees' best efforts to notify the Licensee are unsuccessful or in the event of an
emergency, the City or any of its affected franchisees shall attempt to notify those persons
known to be responsible for vehicles within the Reserved Parking Area of the need to
immediately remove the vehicles. If the Licensee or those persons responsible for vehicles
within the Reserved Parking Area fail to remove any vehicles as required hereunder, the City
shall have the right to tow such vehicle(s) at the Licensee's cost and expense.
3. Use of Right-of-Way. In the use of the Right-of-Way under this Licensee 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.
4. Indemnification and Hold Harmless. During the term of License, the Licensee and its
successors and assigns shall hold harmless and indemnify the City, its officers, agents, employees, and
contractors, against all liability, loss damage, expense, and judgment, including attorney's fees so
incurred, arising from or relating to use of the Right-of-Way or maintenance of the Stairway
Improvements or the Parking Improvements in the Reserved Area pursuant to this License Agreement
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Book 1386 Page: 932
by the Licensee, its officers, agents, employees, business invitees, tenants, guests of tenants, and
contractors.
5. 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 Right-of-Way pursuant to this License Agreement.
6. Term. The License shall commence upon closing of the Licensee's purchase of the
Property.
A. The License to install and maintain the Stairway Improvements shall continue
until the earlier of:
1. Failure by the Licensee to install the Stairway Improvements as shown on the
attached Exhibit B within two years after the commencement of the License;
2. Discontinuation of the Licensee's use of the Right-of-Way for installing and
maintaining the Stairway Improvements at the locations shown on the attached Exhibit B;
3. Termination by the City based upon the failure of the Licensee to comply with
any term, condition, or covenant of this Agreement after thirty (30) days' written notice
from the City to the Licensee of the specific failure to comply; or
4. One hundred eighty (180) days following written notification to the Licensee By
the City that the public interest is best served by use of the Right-of-Way in a manner that
conflicts with the License that cannot be resolved by (a) the licensee's relocation,
adjustment, or removal of components of the Stairway Improvements, at Licensee's sole
cost and expense, and (b) amendment of this License Agreement to address any changes to
the Stairway Improvements required to accommodate the conflicting public interest.
B. The License to install and maintain the Parking Improvements in the Reserved
Area shall continue until the earlier of:
1. Failure by the Licensee to install the Parking Improvements in the Reserved
Parking Area within two years after commencement of the License;
2. Discontinuation of the Licensee's use of the Parking Improvements in the
Reserved Parking Area at the locations shown on the attached Exhibit B;
3. Termination by the City based upon the failure of the Licensee to comply with
any term, condition, or covenant of this Agreement after thirty (30) days' written notice
from the City to the Licensee of the specific failure to comply; or
4. One hundred eighty (180) days following written notification to the Licensee by
the City that the public interest is best served by the use of the Reserved Parking Area
and/or the adjacent Right-of-Way in a manner that conflicts with the License that cannot be
resolved by (a) Licensee's relocation, adjustment or removal of components of the Parking
Improvements in the Reserved Parking Area, at Licensee's sole expense, and (b)
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Book 1386 Page: 933
amendment of this License Agreement to address any changes to the Parking Improvements
and/or the Reserved Parking Area required to accommodate the conflicting public interest.
7. Responsibilities upon Termination. Upon termination pursuant to Section 6 above, the
Licensee shall restore the affected Right-of-Way to as good a condition as existed prior to the License,
including, without limitation, removal of all painted lines in the Reserved Area. If the Licensee fails to
restore the affected Right-of-Way within thirty (30) days after notice from the City to do so, the City
shall have the right to cause the necessary work to be performed and charge the cost of the work
against the Licensee and/or assess the costs as a special assessment against the Property.
8. 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.
9. 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
Attn: City Clerk
P.O. Box 736
Salina, KS 67402-0736
Licensee: Lee Lofts Partners, LLC
Attn: Patrick L. Beatty
227 N. Santa Fe Avenue, Suite 310
Salina, KS 67401
10. No Waiver. No failure or delay by a party hereto to insist on the strict performance of
any term of this 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 Agreement, but each and every term of this
Agreement shall continue in full force and effect with respect to any other then existing or subsequent
breach thereof.
11. Invalidity in Part. If any clause, sentence, or paragraph of this Agreement shall be held to
be invalid, it shall not affect the validity of the remaining provisions of this Agreement.
12. 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 Saline County, Kansas District Court.
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Book 1386 Page: 934
13. Assignment of License. The assignment of any rights under this Agreement by the
Licensee shall be subject to the prior written consent of the City.
14. Binding Effect. The City and the Licensee agree that this Agreement shall be recorded
with the Office of the Saline County Register of Deeds and shall be indexed to the Property. This
License shall "run with the land" in relation to the Property and shall be binding upon and inure to the
benefit of the Licensee, its authorized or permitted successors and assigns, and any subsequent owners
of all or any portion of the Property.
Executed the day and year first above written.
CITY OF SALINA, KANSAS
By:
Michael?;-7 . Hopp , Mayor
ATTEST:
•
Shandi Wicks, CMC, City Clerk
LEE LOFTS PARTNERS, LLC,
a Kansas limited liability company
By: LL Managing Member, LLC, a Kansas
limited liability company, its Manager
By: LL Manager, LLC, a Kansas
limited liabilitycompany, its
manager 4 '
By: 110
Name: Anthony snich
Title. •-Manager
By: s
Name: Patrick L. Bea ty
Title: Co-Manager
ACKNOWLEDGEMENTS
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Book 1386 Page: 935
STATE OF KANSAS, COUNTY OF SALINE, ss:
This instrument was acknowledged before me on December c),.9 , 2020, by Michael L.
Hoppock, Mayor of the City of Salina, Kansas, and Shandi Wicks, CMC, City Clerk for the City of
Salina, Kansas.
Nota 4 Publicski �
CYNTHIA S. WOLFF Printed name:U n i t) I a , ii o lcc—
Notary Public-State of Kansas y
My Appt.Expires RD-- 8—02002
STATE OF KANSAS, COUNTY OF SALINE, ss:
This instrument was acknowledged before me on December [[ ,2020, by
Anthony Krsnich and Patrick L. Beatty, as Co-Managers of LL Managers, LLC, as the manager of
LL Managing Member, LLC, as the manager of Lee Lofts Partners, LLC.
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NOTARY PUBLIC-stats or Kansas Notary ?ublic
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APP,1_ENGSTROM Printed name: 1 01)( I
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Book 1386 Page: 936
EXHIBIT A
The Lee Lofts Property is legally described as:
Lot 49, Lot 51, Lot 53, Lot 55 and the North 30 ft. of Lot 57 on Santa Fe Avenue and Lot
50, Lot 52, Lot 54, Lot 56 and the North 30 ft. of Lot 58 on Fifth Street, all in the Original
Town (now City) of Salina, Saline County, Kansas.
Book 1386 Page: 937
,. EXHIBIT B
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THE LEE LOFTS at SALINA JCR l'ich'iwb P'anr*"DedgPler8
730 N Ninth MO Wyandotte St
2 ‘tRESTORATION&REHAB APARTMENT UNITS PO.BOX 2920 Suite 102
Sok,NS 87402 Karma£ita NO 64108
Lt. SALINA, KANSAS JONES OILLAFA RENZ 785 827 0388 jorfeNrarchltects corn