LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made this ____ day of July, 2015, by and between the City of Lawrence, Kansas, a municipal corporation, and Knightly Environmental Incorporated, a Kansas corporation.
RECITALS
A. The City of Lawrence, Douglas County, Kansas (“the City”), is the holder of a portion of that Right of Way on which West 25th Street (“the City’s Right of Way”) is located in Lawrence, Douglas County, Kansas;
B. Knightly Environmental Incorporated ("Knightly"), a Kansas corporation, is an environmental company that, among other things, assesses groundwater and soil contamination associated with underground petroleum tanks;
C. The Kansas Department of Health and Environment ("KDHE") has contracted with Knightly to install monitoring wells to assess groundwater and soil contamination at the intersection of West 25th Street and South Iowa Street;
D. In order to perform the assessment, Knightly wishes to install a monitoring well within the City's Right of Way (a map showing the location of the proposed monitoring well and a schematic of the proposed monitoring well are affixed hereto as Exhibits A and B and are incorporated herein by reference); and
D. The City desires to assist the KDHE and Knightly in performing the environmental assessment and has approved the proposed placement of one monitoring well within the City's Right of Way, contingent, among other things, upon the execution of this License Agreement and compliance with the terms of this License Agreement.
TERMS
NOW, THEREFORE, in light of the mutual promises and obligations contained herein, and in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
1. Grant of License. In exchange for the sum of one dollar and no cents ($1.00) and for other good and valuable consideration, the City hereby grants to Knightly the non-exclusive license, right, privilege, and permission (“the License”) to use, in common with others, those portions of the City's Right of Way on which the monitoring well will be located for the purpose of performing an environmental assessment of the groundwater and soil in that area.
2. Knightly’s Covenants. In exchange for this License, in addition to giving good and valuable consideration, Knightly hereby covenants and warrants as follows:
(a) To maintain the monitoring well at Knightly's sole cost and expense for the duration of the License Agreement.
(b) To move or remove, at Knightly’s sole cost and expense, the monitoring well, located in the licensed area, at the City's request or in the event that the City needs to install, repair, or maintain any utilities that may be located or are to be located in the City’s Right of Way.
(c) To remove or repair, upon the written notice of the City, the monitoring well in the event it becomes a hazard or is in a state of disrepair.
(d) To comply with all applicable laws and ordinances, including all land use requirements of the City and Douglas County, Kansas.
(e) To comply with all conditions placed on it by KDHE in its contract to assess groundwater and soil contamination in the area and all standards regarding the installation of the monitoring wells.
(f) To refrain from causing any waste, damage, or injury to the City’s Right of Way.
(g) Knightly shall list the City as an additional insured on its commercial insurance policy.
3. The City Makes No Representations. Knightly agrees that the City has made no representations to it with respect to the City’s Right of Way or its condition, and that it is not relying on any representations of the City or its agents with respect to the City’s Right of Way or their condition. This License Agreement grants Knightly the License to use the City’s Right of Way in their present condition, “as is,” without any warranties, representations, or assurances from the City.
4. Accommodation. The permission granted to Knightly under the License Agreement is given for good and valuable consideration. However, the permission granted is also given as an accommodation to Knightly and shall be made without requiring the payment of rent from Knightly. Knightly hereby acknowledges the City’s right to the City’s Right of Way and agrees never to assail, resist, or deny such right by virtue of Knightly’s use or occupancy of the City’s Right of Way under this License Agreement.
5. Indemnification. During the time that this License Agreement is in effect, Knightly agrees to indemnify, defend, save, and hold harmless the City, its officers, commissioners, agents, employees, grantees, and assigns, from and against all claims, actions, liabilities, damages, costs, expenses, and judgments, including attorneys’ fees, which relate to, arise out of, or are in any way related to Knightly’s use or occupancy of the City’s Right of Way or any portion thereof for the location of the monitoring well, and all facilities appurtenant thereto, on account of any injury to persons or damage to property. This indemnification clause shall not apply to any injury or damage caused by the City’s own negligence.
6. Termination. The City reserves the right to terminate the permission granted by this License Agreement at any time and for any reason, by giving Knightly at least 30 days written notice of such termination, except that the City may, at the City’s election, terminate the permission immediately without such notice:
(a) If Knightly fails to comply with or abide by each and all of the provisions, including Knightly’s Covenants, of this License Agreement;
(b) If Knightly fails to comply with or abide by each and every condition established by the KDHE for the proposed monitoring well as shown on Exhibits A and; or
(c) If the continued use or occupancy of the City’s Right of Way presents a health or safety hazard.
7. Term. This License Agreement shall be valid for a period of one year. If neither party requests a termination of this License Agreement it shall be automatically extended for a period of one year. Any extension shall be considered a continuation of this License Agreement and shall not be a new agreement. This License Agreement will absolutely terminate when Knightly's contract with KDHE for this project expires. The parties agree that KDHE abandonment in place policy is satisfactory to close the monitoring well.
8. Binding Effect. This License Agreement shall, at all times, be binding upon the City and Knightly and all parties claiming by, through, or under them; provided, however, that the rights, duties, and obligations of each owner of the monitoring well, and all facilities appurtenant thereto, as set forth herein, shall cease with the termination of ownership of that property, except for those duties and obligations arising during the period of said ownership.
9. Authorization. Each of the persons executing this License Agreement, in behalf of their respective parties, represents and warrants that they have the authority to bind the party in behalf of whom they have executed this License Agreement, and that all acts requisite to that authorization have been taken and completed.
10. Notice. Notice under this License Agreement, including denials, revocation, or alteration of site specific approvals, notice to remove equipment, and any other notice that may be required by this Development and License Agreement shall be provided in writing to the parties at the following addresses:
Notice to the City:
City of Lawrence, Kansas
City Manager’s Office
6 East 6th Street
P.O. Box 768
Lawrence, Kansas 66044
Notice to Knightly:
Knightly Environmental Incorporated
Attn: John Knightly, Vice-President
P.O. Box 15104
Lenexa, Kansas 66285
11. Severability. If any section, sentence, clause, or phrase of this License Agreement is found to be invalid by any court of competent jurisdiction, it shall not affect the validity of any remaining provision of this License Agreement.
12 Governing Law. This License Agreement shall be construed and enforced in accordance with and shall be governed by the laws of the State of Kansas.
13. Recitals. The above-stated recitals are by reference incorporated herein and shall be as effective as if set forth herein verbatim.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the undersigned have caused this License Agreement to be executed as of the date noted above.
CITY:
CITY OF LAWRENCE, KANSAS, a municipal corporation
________________________________
DIANE STODDARD
Interim City Manager
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of July, 2015, before me the undersigned, a notary public in and for the County and State aforesaid, came Diane Stoddard, as Interim City Manager of the City of Lawrence, Kansas, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last written above.
________________________________
Notary Public
My Appointment Expires:
KNIGHTLY:
KNIGHTLY ENVIRONMENTAL INCORPORATED, a Kansas corporation
________________________________
JOHN KNIGHTLY
Vice President
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of July, 2015, before me the undersigned, a notary public in and for the County and State aforesaid, came John Knightly as Vice President of Knightly Environmental Incorporated, a Kansas corporation, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last written above.
________________________________
Notary Public
My Appointment Expires: