Cable in ROWLICENSE AGREEMENT
This License Agreement made this JJ4 day of , 1994, by and between the
CITY OF SALINA, KANSAS, a municipal corporation (hereinafter referred to as "the City")
and THE WELLS GROUP, INC., a Kansas corporation, (hereinafter referred to as "Wells").
RECITALS
A. Wells wishes to utilize an underground cable for data and communication transmission
between its facilities located at 656 North Broadway Boulevard and 639 North Barney Street,
Salina, Kansas.
B. The City has found that the granting of a license to Wells to install such an
underground cable in the public right-of-way shall not interfere with use of the public right-of-
way by the City or its franchisees.
C. The City has found it to be in the public interest to grant a license to Wells to install
such underground cable, subject to the terms and conditions outlined below.
THE PARTIES THEREFORE AGREE:
1. Grant. The City hereby grants a license (the "License") to Wells to install and
maintain a single underground conduit and cable (the "Cable") in the public right-of-way
described in Attachment A (the "Right -of -Way"), for the limited purpose of transporting official
company data. The Cable is not for the provision of any service to any member of the public
on a common carrier or contract basis, or any other basis to any customer, and the License does
not authorize Wells to provide cable service either as a cable operator or through carriage
arrangements with any other entity.
2. Use of Right -of -Way. In the use of the Right -of -Way under this License
Agreement, Wells shall be subject to all rules, regulations, policies, resolutions and ordinances
now or hereafter adopted or promulgated by the City and is subject to all applicable laws, orders,
rules and regulations adopted by governmental bodies now or hereafter having jurisdiction. In
addition, Wells 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 and shall comply with the following:
a. Wells use of the Right -of -Way shall in all matters be subordinate to the
City's use of the Right -of -Way for any public purpose. Wells shall coordinate the
placement of the Cable in a manner which minimizes adverse impact on public
improvements, as reasonably determined by the City. Where placement is not otherwise
regulated, the Cable shall be placed with adequate clearance from such public
improvements so as not to impact or be impacted by such public improvement.
b. All earth, materials, sidewalks, paving, crossings, utilities, public
improvements or improvements of any kind injured or removed by Wells in its activities
under this License Agreement shall be fully repaired or replaced promptly by Wells at its
sole expense and to the reasonable satisfaction of the City or owner thereof.
C. All of the materials, plans and installation of the Cable shall be approved
by or as directed by the City Engineer.
d. Wells shall keep and maintain accurate records and as -built drawings
depicting accurate horizontal and vertical location of the Cable as constructed,
reconstructed, or relocated in the Right -of -Way after the date hereof. All points of the
Cable shall be horizontally located from street centerline, or section or quarter section
lines or corners. Vertical locations or all points of facilities shall consist of elevations in
either City datum or United States Geological Survey datum.
e. Prior to construction, reconstruction or relocation of any facilities in the
Right -of -Way, Wells shall submit to the City Engineer for approval, plans and
specifications of the proposed installation. Such approval shall not be unreasonably
withheld, delayed or conditioned.
f. Wells shall cooperate promptly and fully with the City and take all
measures necessary to provide accurate and complete information regarding the nature and
locations, both horizontal and vertical, of the Cable located within the Right -of -Way when
requested by the City or its authorized agents for a public project. Such location and
identification shall be at the sole expense of Wells without expense to the City, its
employees, agents or authorized contractors. Wells shall have a person familiar with the
facilities, who is responsible for timely satisfying information needs of the City and other
users of the Right -of -Way.
g. Wells shall promptly relocate or adjust the Cable located in the Right -of -
Way for any project planned or undertaken by the City or any governmental entity for
construction, reconstruction, maintenance, or repair of public facilities or public
improvements, or any other purpose of a public nature. Such relocation or adjustment
shall be performed by Wells at its sole expense without expense to the City, its
employees, agents or authorized contractors and shall be specifically subject to rules and
regulations of the City not inconsistent with this License Agreement pertaining to such.
h. It shall be the sole responsibility of Wells to take adequate measures to
protect and defend the Cable in the Right -of -Way from harm or damage. If Wells fails
to accurately or timely locate the Cable when requested, it will have no claim for costs
or damages against the City and its authorized contractors or any other party authorized
to be in the Right -of -Way unless such party is solely responsible for the harm or damage
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by its negligence or intentional conduct.
i. Wells shall notify the City not less than three (3) working days in advance
of any construction, reconstruction, repair or relocation of the Cable which would require
any street closure which reduces traffic flow to less than two (2) lanes of moving traffic.
The City shall follow its policies in the grant or denial of such street closure, which shall
not be unreasonably delayed. In addition, all work performed in the traveled way or
which in any way impacts vehicular or pedestrian traffic shall be properly signed,
barricaded and otherwise protected. Such signing shall be in conformance with the latest
edition of the Federal Highway Administration's Standards and Guideline for Work Zone
Traffic Control.
j. All technical standards governing construction, reconstruction, installation,
operation, testing, use, maintenance and dismantling of the Cable in the Right -of -Way
shall be in accordance with applicable present and future federal, state and City law and
regulation, including but not limited to the most recent editions of the National Electrical
Code, the National Electrical Safety Code and the Fiber Optic Cable Installation Standard
of the Telecommunications Industry Committee, or such substantive equivalents as may
hereafter be adopted or promulgated. It is understood that the standards established in this
paragraph are minimum standards and the requirements established or referenced in this
ordinance may be additional to or stricter than such minimum standards.
3. Indemnification and Hold Harmless. Wells shall indemnify and hold and save
the City, its officers, employees, agents, and authorized contractors, harmless from any loss, cost
or damage, including attorneys fees, that may arise from the installation, use or maintenance of
the Cable in the Right -of -Way by Wells, its agents, contractors or employees pursuant to this
License Agreement.
4. General Liability Insurance. Wells agrees to procure and maintain public
liability insurance covering its use and operations on the Right -of -Way, with limits of not less
than the maximum liability for claims which could be asserted against the City for any number
of claims arising out of a single occurrence or accident under the Kansas Tort Claims Act, as it
now exists or may hereafter be amended, and will from time to time increase its limits in such
amount as may be necessary to at all times during the term of this license maintain such limits
at the then maximum liability for such claims under the Kansas Tort Claims Act. The policy
shall provide that such insurance may not be canceled by issuer thereof without at least thirty (30)
days' written notice to the City. Wells shall deliver to the City evidence of such insurance.
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
Wells shall quit and surrender its use of the Cable in the Right -of -Way in compliance with this
License Agreement.
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6. Corp of Engineer Approvals. Any permission granted pursuant to this License
Agreement to install the Cable shall be subject to and conditional upon approval by the Corp of
Engineers where applicable.
7. Breach of License Agreement. In the event that Wells uses the Cable for any
purpose other than that specifically authorized under this License Agreement, all rights granted
hereunder to Wells shall immediately cease as if never granted and Wells shall immediately quit
and surrender its use of the Cable in the Right -of -Way. In the event that Wells shall fail to
comply with any other substantial term, condition or covenant of this License Agreement within
ten (10) days after written notice to do so has been mailed to it by the City, or in the event Wells
abandons its authorized use of the Right -of -Way, any such event shall be deemed an immediate
breach and forfeiture of the License Agreement which shall then terminate. Upon such
termination of this license, Wells will quit and surrender its use of the Cable in the Right -of -Way
in compliance with the terms of this License Agreement.
8. Term. The License shall commence upon execution of this License Agreement
and shall continue until the earlier of:
a. Wells discontinuation of its authorized use of the Right -of -Way;
b. Notification of Wells by the City that the public interest is best served by
the use of the Right -of -Way in a manner in conflict with the License, and that the License
shall terminate no less than 90 days following such notice; or
Termination of the License pursuant to paragraph 7 above.
9. Removal of Cable. Upon termination of this License Agreement, Wells shall have
the right to remove the Cable within a reasonable time, not to exceed one hundred twenty (120)
days. In the event Wells chooses to exercise the right to remove the Cable, it shall within the
permitted time period restore the Right -of -Way from which the Cable is removed to as good a
condition as existed prior to the removal. In the event Wells should exercise its right to remove
the Cable but fail to properly restore the Right -of -Way, the City shall have the right to cause the
Right -of -Way to be restored and to charge any reasonable costs associated therewith to Wells.
10. Notices. Any notice to either party hereunder shall be sufficient if mailed by
United States mail, postage prepaid, at the following addresses:
City of Salina, Kansas
c/o City Clerk
P.O. Box 380
Salina, KS 67402-0380
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The Wells Group, Inc.
656 North Broadway
Salina, KS 67401
11. Assignment of License. Wells shall not assign this license or any interest therein
without prior consent of the City.
12. 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.
13. Binding Effect. This License Agreement shall be binding upon the parties, their
successors, or authorized assigns.
EXECUTED the day and year first above stated.
ATTEST:
!�y�Lo6VCity Clerk
CITY OF SALINA, KANSAS
By 4�2. d�
oseph 4/Warner, Mayor
THE WELLS GROUP, INC.
By J&
David M. Wells, Secretary -Treasurer
STATE OF KANSAS COUNTY OF SALINE, SS:
On this 0 a day of , 1994, before me a Notary Public in and for said state,
personally appeared Joseph A. Warner, Mayor of the City of Salina, Kansas and Judy D. Long,
City Clerk for the City of Salina, Kansas, known to me to be the persons who executed the
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within License Agreement and acknowledged to me that they executed the same for the purposes
therein stated on behalf of the City of Salina, Kansas.
EA I A U -?3 =*,
(�� • Ebi11f Ktas>s
My appointment expires:
STATE OF KANSAS COUNTY OF SALINE, SS:
N t ublic
On this / V `� day of ,)-, . , 1994, before me a Notary Public in and for said state,
personally appeared David M. Wells, Secretary -Treasurer of The Wells Group, Inc., known to
me to be the person who executed the within License Agreement and acknowledged to me that
he executed the same for the purposes therein stated on behalf of the corporation.
R
ANDY R01INSON Not Public - State of Kansaa, Expires (o - 3 %5
My appointment expires:
no
�) Notary Public