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Light Properties III - License Agreement (Sculpture)LICENSE AGREEMENT This License Agreement made this 26th day of April, 2021 by and between the CITY OF SALINA, KANSAS, a municipal corporation (the "City") and Lighthouse Properties III, Inc., a Kansas Corporation, (the "Licensee"). RECITALS A. The Licensee is the owner of the property addressed as 115 East Mulberry Street 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"). C. The Licensee intends to purchase and place a sculpture ("Off the Merry-Go-Round, by Jodi Bliss") hereinafter referred to as the "Sculpture" which will be located on an existing sculpture pad in the Santa Fe Avenue Right-of-Way (the "Sculpture Pad"). D. The Licensee will be responsible for the care, maintenance and signage for the Sculpture . E. The Licensee will be responsible for restoring the Sculpture Pad to its original state in the event the Sculpture is removed from the Sculpture Pad or at the end of the term of this License Agreement. F. The City acknowledges that this License Agreement does not conflict with the current License Agreement with the Salina Area Chamber of Commerce and its Sculpture Tour Salina program. G. The City has found it to be in the public interest to grant a license to the Licensee to allow the sculpture placement, subject to the terms and conditions of this License Agreement. THE PARTIES THEREFORE AGREE: 1. Grant. The City grants a license (the "License") to the Licensee to install and maintain the Sculpture as shown on the site map attached hereto as Exhibit B (the "Site Map"): A. The signage will be located within the Sculpture Pad space and be of a size and height that does not create tripping hazards. B. The Licensee will be responsible for the regular cleaning, care, and maintenance of the Sculpture. C. The Licensee will repair the Sculpture pad if any damage occurs by the installation or removal of the Sculpture and signage. 2. Use of Right-of-Way. In the use of the Santa Fe Avenue 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 promulgate d 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. 3. 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 Santa Fe Avenue Right-of-Way pursuant to this License Agreement by the Licensee, its officers, agents, employees, business invitees , tenants , guests of tenants, and contractors. 4. Insurance Requirements. The Licensee agrees to procure and maintain during the term of this License Agreement for its use of the Santa Fe Avenue Right-of-Way commercial general liability insurance with limits not less than $1 ,000 ,000 each occurrence, $2,000,000 aggregate, of bodily injury and/or property damage. The City shall be named as an additional insured on the Licensee's policy. Licensee shall keep on file with the City a certificate of insurance that shows compliance with its obligation under this section. The Licensee's liability coverage will be primary and any insurance maintained by the City will not contribute with the coverage maintained by the Licensee. The City will only accept coverage from an insurance carrier that offers proof that it is licensed to do business in the State of Kansas , and carries a Best's rating of "A-VII" or better or is a company mutually agreed upon by the City and tbe Licensee. 5 . Title. By granting this License the City does not warrant title to or the right to possess and occupy the Santa Fe A venue Right-of-Way. In the event that it is determined that the City is not entitled to possess and utilize the Santa Fe Avenue Right-of-Way, this License Agreement shall terminate and the Licensee shall quit and surrender its use of the Santa Fe Avenue Right-of-Way in compliance with this License Agreement. 6. Term of License. The License shall commence upon execution of this License Agreement and shall continue until the earlier of: a. Termination of the License by the Licensee at any time after no less than 60 days' notice from Licensee to the City . b. Termination of the License based upon Licensee 's failure to comply with any provision or requirement of this License Agreement, provided that such failure has not been cured by Licensee within 60 days' after written notice from the City. c. Written notification to the Licensee by the City that the public interest is best served by the use of the Santa Fe A venue Right-of-way in a manner in conflict with the License , and that the License shall terminate no less than 180 days following such notice . In the event of termination pursuant to this Section, and -2- upon request by the City, Licensees shall remove the Sculpture and signage without cost to the City. 7. Resp_onsibilities upon Termination. Upon termination of the License pursuant to Section 6 above, the Licensee shall restore the affected Santa Fe A venue Right-of-Way to as good a condition as existed prior to the License. If the Licensee fails to restore the affected Santa Fe Avenue 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. Notices . Any notice to either party shall be sufficient if mailed by United States mail , postage prepaid, at the following addresses: City: Licensee: City of Salina, Kansas C/O City Clerk P.O. Box 736 Salina, KS 67402-0736 Lighthouse Properties III , Inc. 500 Graves Boulevard Salina, KS 67401 9. 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. 10. 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. 11. 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. 12. Binding Effect. The City and the Licensee agree that this License 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 Licensees ' authorized or permitted successors and assigns , and any subsequent owners of the Property . -3- Executed the day and year first above written. Jo Vo CITY OF SALINA, KANSAS By: M~=:tc LIGHTHOUSE PROPERTIES III, INC. By: ~ /::> µ_j2{__ Name: Guy D. Walker Title: Vice-President of Real Estate and Construction ACKNOWLEDGEMENTS STA TE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on April 26, 2021, by Melissa Rose Hodges, Mayor of the City of Salina, Kansas, and Jo Vonna A. Rutherford, City Clerk for the City of Salina, Kansas. t1l • CYNTHIA S. WOLFF ~ Notary Public -State of Kans1a~ MyAppt. Exp ires 10 -'/-~P~t:J- STATE OF KANSAS, COUNTY OF SALINE, ss: This instrument was acknowledged before me on April 26, 2021, by Guy D. Walker, as Vice- President of Real Estate and Construction for Lighthouse Pro erties III Inc. Jl.,l\d:lfl:~-l,,, JOVONNA A. RUTHERFORD My Appointment Expires Apri 26, 2024 otary Printed name: Jo V onna A. Rutherford -4- EXHIBIT A The South 28 ft. of Lot 163, Lot 165 and Lot 167 on Santa Fe Avenue and Lots 158, 160, 162, 164, 166 and 168 on Fifth Street, plus vacated alleyway, all in the Original Town (now City) of Salina, Saline County, Kansas (aka 115 East Mulberry Street). -6- EXHIBITB