401 W Iron Vault Closure UNDERGROUND VAULT CLOSURE AGREEMENT
This Underground Vault Closure Agreement("Agreement") is entered this i 21 day of
DC A-0 cr , 2023, by and between ST. JOSEPH ANNEX, INC. a Kansas not-for-profit
corporation,(the"Owner")and the CITY OF SALINA,KANSAS,a Kansas municipal corporation
(the"City").
Recitals
A. City and Smoky Hill, L.L.C., a Kansas limited liability company ("Contractor") are
parties to a Contract for Construction of Public Improvements dated January 5,2023(the"Contract"),
setting forth the terms and conditions relating to Contractor's construction of public improvements
to the City's downtown public right-of-way as part of the City's 2022 Storm Sewer Repairs.
B. The Owner owns and occupies a building ("Building") located on real estate in
Salina, Saline County, Kansas addressed as 401 W. Iron Avenue and legally described as:
"The East One Hundred Thirty-Five (135) Feet of Lot Three(3) on Ninth(9th) Street, and
the East One Hundred Twenty-Five(125) Feet of the North Fifty (50) Feet of Lot Four(4)
on Ninth (9th) Street, all in the Phillips Addition to the City of Salina, Saline County,
Kansas"
C. The east property line ("Property Line") of Owner's Property abuts the 9th Street
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 basement of the Building("Basement") 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 2022 Storm Sewer Repair Project,the City has determined,and the 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 the City's expense.
THE PARTIES agree and covenant:
1. Consideration. In consideration for the City's commitment as part of its 2022
Storm Sewer Repair 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 the City's expense
(the"Work"), the Owner:
a. Terminates and relinquishes any rights the Owner may have relating to use and
possession of the Underground Vault effective as of the date of this Agreement;
b. Agrees to remove all private property from the Underground Vault by no later than
October 15, 2023;
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c. Covenants that no other person or entity by rental agreement, lease or otherwise is
in possession of or has possessory rights to the Underground Vault through the
Owner; and
d. Grants the City and its contractors, agents, and employees reasonable access to the
Basement for the purposes of(1) photographing the Underground Vault from the
vantage point of the Basement 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
Basement. The City agrees to provide the Owner 1 day's notice of need for access
to the Basement and will diligently pursue uninterrupted completion of the Work
following commencement.
2. Engineer Design Specifications. The City shall engage a licensed professional
engineer to design sufficient water sealing and drainage management specifications for the
Work so as to minimize the potential for leakage into the Building and/or Basement.
3. Indemnification by Contractor. The Owner acknowledges having received and
read a copy of the First Addendum to Construction Contract dated("First Addendum") between
the "Contractor", and further acknowledges and consents to the terms and conditions of Section 2
thereof 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.
4. Additional Insured. The Owner acknowledges receipt of a copy of the First
Addendum to Construction Contract and the terms of Section 4 relating to the Owner's
qualification as an additional insured under the Contractor's general liability coverage during the
performance of the Work. Prior to the commencement of the Work, City shall provide Owner a
certificate of insurance from the Contractor's general liability insurance provider documenting the
Owner's additional insured status.
5. Owner as Third-Party Beneficiary of Warranties. The parties acknowledge that the
Contractor has extended to Owner in the First Addendum, as a third-party beneficiary, all
warranties and representations, express or implied, to the same degree as provided to the City in
the Contract or by law, as it concerns the Work, including the right to enforce said representations
and warranties. Notwithstanding, City agrees to exercise and enforce on behalf of Owner all of its
rights and authority under the Contract, at Owner's request, to ensure the Work is performed and
completed in accordance with the terms of the Contract and the licensed professional engineer's
design. The parties acknowledge that City has provided Owner a copy of the Contract, and
associated documents which may affect the Building,Basement,or Owner's rights,and City agrees
to notify Owner of any changes to the Contractor said associated documents and provide Owner a
copy thereof
6. 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,
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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.O. Box 736
Salina, KS 67402-0736
OWNER: St. Joseph Annex, Inc.
P.O. Box 980
Salina,KS 67402-0980
7. 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 legally described and identified above as Owner's Property. A copy of this Agreement may be
recorded in the records of the Saline County Register of Deeds and indexed to the real estate legally
described and identified above as Owner's Property.
EXECUTED the day and year first above stated.
CITY OF S• P A,KANSAS
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By: fr 2
Michael D. Schrage, City Manager
ATTEST:
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Nikki Goding,Ef4iffc Ci lerk
ST.JOSEPH ANNEX,INC.
By: f L«4( 2.
Name: 1 Giftt-0 c.
Title: �5�b
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ACKNOWLEDGEMENTS
STATE OF KANSAS,COUNTY OF SALINE, SS:
This instrument was acknowledged before me on OC -n ex I2, , 2023 by
Michael D. Schrage as City Manager and by Nikki Goding as Deputy City Clerk of Salina,Kansas.
clittSHANDI L. WICKS 2U.La.VI L IA )fit
Notary Public- State of Kansas
MyAppt.Expires y�29 ,y�2b2Notary Public
Printed Name: n r i L. tt J 1'0(5
STATE OF KANSAS,COUNTY OF 5dt`rt2 , SS:
This instrument was acknowledged before me on Ocit2 GL'r" Lo , 2023 by
Cercd cJ L. VilAclke as of St. Joseph Annex, Inc.
NOTARY PUBLIC-State of Kansas.�ns
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MyAppt.Expesy ���Zls Notary Public
Printed Name: Cf1-10fr\
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