EXHIBIT 1
PRESENTING SPONSORSHIP AGREEMENT
This Presenting Sponsorship Agreement (the “Agreement”) is effective _________2015, by and between Lawrence Memorial Hospital, a charitable trust established pursuant to K.S.A. 12-1615 (hereinafter referred to as “LMH”) located at 325 Maine Street, Lawrence, Kansas and the City of Lawrence, Kansas, a municipal corporation organized and existing under the laws of the State of Kansas with its City Hall offices located at 6 East 6th Street, Lawrence, Kansas (hereinafter referred to as the “City”).
RECITALS
WHEREAS, the City is possessed of fee simple title to certain property known as the Sports Pavilion Lawrence (or the “SPL”), located at 100 Rock Chalk Lane in Lawrence, Kansas and legally described as Lot 2, Rock Chalk Park Addition No. 1, a subdivision in the City of Lawrence, Douglas County, Kansas;
WHEREAS, the SPL is an approximately 181,000 square foot recreation center consisting of eight (8) full-sized basketball courts or 16 full-sized volleyball courts, an indoor soccer / sports arena, 1/8-mile indoor walking / jogging track, a cardio / weight area, meeting rooms, concession and lounge areas, scoreboards, signage, and other amenities (“the Recreation Center”);
WHEREAS, the City and LMH each desire to enter into a presenting sponsorship agreement pursuant to which the City will grant LMH the exclusive Presenting Sponsorship rights in the Health & Wellness Category with respect to the Recreation Center which includes one “Signature Area” hereinafter defined in return for certain benefits set forth below.
NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, LMH and the City hereby agree as follows:
ARTICLE 1 TERM AND TERMINATION
1.01 Term. The initial term (“Term”) of this Agreement shall be five (5) years, commencing on ____________,2015 , and ending on __________, 2020, unless otherwise terminated in accordance with the terms and provisions contained herein. At the end of said initial Term, this Agreement may be renewed upon terms mutually agreed upon in writing by the City and LMH.
1.02 Termination for Default. Upon occurrence of an event of default, the non-defaulting party shall have the right to terminate this Agreement upon thirty (30) days’ notice, subject to the cure provisions described in Section 8.01(a) and (d); provided, that the City shall have the right to terminate this Agreement immediately upon an event of default specified in Section 8.01 (b) or (c).
1.03 Termination. At the end of the Term, or upon earlier termination of this Agreement in accordance with the terms herein, the rights and privileges granted under this Agreement shall immediately terminate, and the parties shall terminate the use of Sponsor Marks (as defined in Section 3.01) in connection with any licensed goods and/or services. Notwithstanding the foregoing, however, the City shall have a period of twelve (12) months after the date of termination to utilize the Sponsor Marks in order to make necessary physical changes to the Recreation Center and its components, and to phase out the use of the advertising, and other materials in stock which contain or display the Sponsor Marks. Any banners, lighting, signs and related equipment belonging to LMH found on the premises after termination or expiration of the Agreement may be handled, removed or stored by the City at the expense of LMH.
ARTICLE 2 NAME OF FACILITY
2.01 Recreation Center’s Exterior Signage. The parties agree that the Recreation Center shall be named Sports Pavilion Lawrence, subject to any changes which may be mutually agreed upon in writing by LMH and the City. Subject to the provisions of Section 5.01 hereof, the Recreation Center will continue to be so named for the Term of this Agreement until the City secures an Entitlement Sponsor, if any, or until the Agreement is terminated in accordance with the provisions of this Agreement. For purposes of this Agreement, “Entitlement Sponsor” is defined as the corporation, or other approved person or entity, that purchases the right, for a defined period of time, to have its name integrated with SPL to form the new name of SPL (Example: XYZ Corporation agrees to an “Entitlement Sponsorship” with the City that changes the name of SPL to “XYZ Sports Pavilion Lawrence” for a period of X years)..
2.02 “City” References to Facility. Except as provided herein, during the Term of this Agreement, the City, when making reference to the Recreation Center in written and digital materials, shall make commercially reasonable efforts to use the “Sports Pavilion Lawrence Presented by Lawrence Memorial Hospital and [additional Presenting Sponsor] and [additional Presenting Sponsor],” (the “Presenting Sponsor Name”). The City and LMH agree the City shall endeavor, but shall not be required, when making verbal reference to the Recreation Center to use the Presenting Sponsor Name until such time as it changes to include other presenting sponsors. The Presenting Sponsor Name shall appear on interior signage on the Recreation Center building (the design of which is subject to City’s approval), as well as on other materials or objects that refer to the Recreation Center, including written promotional materials, and the like, all as more specifically set forth in Article 4. However, isolated or inadvertent references that fail to include the correct or entire Presenting Sponsor Name shall not be deemed a violation of this Agreement.
2.03 References by Others. The City will make reasonable efforts consistent with Paragraph 2.02 to ensure that the Recreation Center is referred to by its Presenting Sponsor Name, and shall cooperate with LMH’s efforts to do the same.
ARTICLE 3 USE OF NAME AND TRADEMARKS
3.01 Enforcement. All trademarks, service marks, and trade names and all logos or commercial or advertising symbols used in conjunction with or associated with the Presenting Sponsor Name (the “Sponsor Marks”) shall be mutually agreed upon, in writing, prior to use by either party in interstate or intrastate commerce by either party and prior to application for registration thereof by LMH. LMH shall comply with the provisions of the License Agreement between the City and Kansas Athletics, Inc. related to certain trademarks, service marks, names, and indicia owned by the University of Kansas, attached hereto as Exhibit 1 and incorporated herein by reference. LMH may, at its sole cost and expense, obtain protection for all rights in the Sponsor Marks, such enforcement to be conducted at the sole discretion of LMH. The expense of any such protection and enforcement, including legal proceedings related thereto, shall be paid solely by LMH, and all recoveries from any lawsuit or settlement shall go to LMH. The parties agree that the City has or will develop, at the City’s expense, a logo (the “Logo”) associated with the Recreation Center.
3.02 Except for those communications covered by attorney-client privilege, LMH shall provide the City with copies of all correspondence (regardless of form or media) sent or received by LMH in connection with the prosecution and maintenance of all registrations, if any, of the Sponsor Marks. The City agrees to use commercially reasonable efforts to notify LMH of any use of terms or marks of which the City has actual knowledge and which the City believes, in good faith, may infringe the Sponsor Marks. The City further agrees to cooperate with LMH, at the request and expense of LMH, in any lawsuit or other dispute involving a claim of infringement of the Sponsor Marks.
3.03 Grant of License. LMH hereby grants to the City, a restricted, non-exclusive and non-transferable (except as specifically herein otherwise provided) license to use the Sponsor Marks for purposes of identifying the facility and promoting the City or third party sponsored events and activities at or in the Recreation Center, provided, however, that this grant does not include any LMH intellectual property rights unrelated to the Recretation Center or the Presenting Sponsor Name. It is understood and agreed that third parties using the Recreation Center or Rock Chalk Park and/or promoting activities at or in the facility (“Third-Party Users”) may use the Sponsor Marks in announcements, promotional materials, and advertisements about such use and/or activities. LMH further grants to the City a restricted, non-exclusive and non-transferable (except as specifically herein otherwise provided) license to use the Sponsor Marks to describe the connection with the Recreation Center facility for purposes of identifying the Recreation Center and promoting the Recreation Center, the City, or Third-Party User events and activities at the Recreation Center. It is understood and agreed that Third-Parties Users may use the Sponsor Marks to describe the connection with the Recreation Center in announcements, promotional materials and advertisements about such use and/or activities. It is further understood and agreed that Third Parties are not subject to any restriction on or prohibition against use of terms, marks, logos or commercial or advertising symbols of persons, firms, corporations or other entities that offer goods and/or services that are competitive with those of LMH. The City acknowledges that the Sponsor Marks and all goodwill associated therewith are, and shall remain, the sole property of LMH and that no rights are conferred upon the City with respect to the Sponsor Marks except as specifically set forth herein. The City may not acquire or claim any title to the Sponsor Marks adverse to LMH by virtue of the license granted herein or through the City’s use of the Sponsor Marks, all uses or claims to ownership by the City of the Sponsor Marks inuring solely to the benefit of LMH. The City agrees not to challenge the validity of the Sponsor Marks or to set up any claim to the Sponsor Marks, which is adverse to LMH.
LMH acknowledges that the use of the terms “Sports Pavilion Lawrence” and “Lawrence” in the Presenting Sponsor Name, and if applicable in the Logo, are for the purpose of identifying the location of the Recreation Center, and that no rights are conferred upon LMH to use the name of the City, or Sports Pavilion Lawrence other than as a part of the Presenting Sponsor Name, and if applicable as a part of the Logo (or the Sponsor Marks), in connection with the sale, advertisement and promotion of LMH and/or any of its products and services. Furthermore, nothing contained in this Agreement shall grant, or be construed as granting, any license by the City to LMH to use the logo of the City or the logo of the Sports Pavilion Lawrence for any purposes. Any use of the logo of the City or the logo of the Sports Pavilion by LMH shall require the written agreement of the City and grant of a license to LMH.
3.04 Merchandise Revenues. All revenues derived from merchandise sold with the Name, Logo and Sponsor Marks shall be retained by the City.
3.05 Usage Post-Termination. Except as otherwise provided herein, at termination of this Agreement, the City will not identify itself as a licensee of or otherwise associated with LMH or use for any purpose any Sponsor Marks or other commercial symbol that indicates a connection or association with LMH. Notwithstanding LMH’s ownership rights in and to the Sponsor Marks, following the Term, LMH agrees to cease all use of the Presenting Sponsor Name and the Sponsor Marks and to any and all registrations thereof and pending applications for registration thereof to become canceled or go abandoned, as applicable. LMH shall have no residual rights in or to the Presenting Sponsor Name or any of the Sponsor Marks, the goodwill associated therewith or symbolized thereby being deemed to have vanished with the end of the Term.
ARTICLE 4
4.01 Presenting Sponsor Benefits – Health and Wellness Category. City hereby grants to LMH the right to designate Courts One (1) and Two (2), the 1/8-mile indoor walking / jogging track, and the weight and cardio machine areas in the Recreation Center as its “Signature Area” by primary signage, with the signage and placement subject to City’s approval, which shall not be unreasonably withheld. LMH may install secondary signage in SPL’s other “Signature Areas” (currently anticipated to be the Turf Area, the Gymnastics Area, and the remaining Fieldhouse Gym Area) subject to the City’s approval, which shall not be unreasonably withheld. A drawing identifying LMH’s Signature Area is attached hereto as Exhibit 2.
4.02 Primary and Secondary Signs. LMH shall obtain City’s prior approval, not to be unreasonably withheld, of any signs, including the placement thereof, installed in any City facility including the Recreation Center. LMH shall be responsible for any and all costs of designing, printing, installing, maintaining, and replacing its primary and secondary signage, plus any subsequent changes thereto.
4.03 Other Marketing Activities. City will promote LMH , and all other Presenting Sponsors, on the SPL website, in the Activities Guide, in the City or Lawrence Parks and Recreation Department’s (LPRD) social media, as well as in other mediums, i.e.
Activities Guide
• Full page black/white ad in both the Winter/Spring and Summer/Fall editions
• Ad will also appear in the online editions
Website (www.lawrenceks.org/prd)
Feature ad (180 x 150 rectangle ad with link)
• Ad will run year-round
RecTrac Database
• Parks & Recreation database
• LMH will be mentioned 4 X per contract year in emails (up to 50 words + logo and link)
Social Media
• LMH will be mentioned in weekly posts on Facebook and Twitter
• LMH will have input as to the content for each post
In-Venue Digital Signage
• LMH will receive 2, :30 second static messages per hour on 6 of the 11 TV monitors
4.04 Use of Tagline. LMH has the right to use the tagline “Official Health and Wellness Partner of the City of Lawrence” on all approved LMH signage that is installed in the Recreation Center. LMH may also use this tagline in all marketing and advertising materials, approved by the City, created by LMH to promote its partnership with the City.
4.05 Additional Presenting Sponsors. The City will secure no more than three (3) “Presenting Sponsors,” including LMH at the Recreation Center during the Initial Term of this Agreement, provided, however, that “Lawrence Memorial Hospital” shall precede all other Presenting Sponsor names in the Presenting Sponsor Name and LMH shall be the sole Health and Wellness Presenting Sponsor for the Recreation Center. For purposes of this Agreement, the Health and Wellness sponsorship category includes all persons and entities that are Kansas-licensed healthcare facilities that offer healthcare-related services. LMH will help City to identify other "Presenting Sponsor" prospects that will be complementary to LMH.
4.06 Sponsorship and Activity Approval Right. LMH will have the right to review and approve, with 30 days written notice provided by the City, any additional Recreation Center sponsor, including any “Entitlement Sponsor” (as described in Section 5.01 of this Agreement), which could be viewed as incompatible or in competition with the LMH brand and or business interests, provided such approval will not be unreasonably withheld..
4.07 Other Advertisements. During the Term of this Agreement, LMH shall have the right to use the name of the Recreation Center in connection with the sale, advertisement and promotion of LMH and/or any of its products and services.
4.08 LMH Banners in Other City Gymnasiums. LMH shall have the right to install, at its sole cost and expense, two banners no larger than 4’ x 10’ at the City’s East Lawrence Recreation Center, Holcom Park Recreation Center, and the Lawrence Community Building. The message on the banner shall be “LMH: Official Health & Wellness Partner of the City of Lawrence”, or other mutually agreeable language.
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First Biannual Payment Due |
Second Biannual Payment Due |
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2015-16 |
July 10, 2015 |
January 10, 2016 |
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2016-17 |
July 10, 2016 |
January 10, 2017 |
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2017-18 |
July 10, 2017 |
January 10, 2018 |
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2018-19 |
July 10, 2018 |
January 10, 2019 |
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2019-20 |
July 10, 2019 |
January 10, 2020 |
ARTICLE 5 ADVERTISING/SPONSORSHIP OF FACILITY BY OTHER ENTITIES
5.01 Exclusivity. The City shall not during the Term grant any new advertising/sponsorship rights to the Recreation Center to any person or entity that is a Kansas-licensed healthcare facility that offers healthcare-related services and that competes directly with LMH Notwithstanding the foregoing, however, booking contracts entered into for events at the Recreation Center and in the Rock Chalk Park, including sporting events and/or sporting teams, may be sponsored by entities that may compete directly with LMH and will be allowed at the sole discretion of the City.
5.02 Other Contracts. Except as stated herein, the City may enter into advertising/sponsorship rights for any portion of the Recreation Center, or for any event at the Rock Chalk Park, including SPL, with any business or entity. The City represents and warrants that no advertising or sponsorship agreements exist as of the execution of this Agreement that would violate the terms of this Agreement.
ARTICLE 6 PRESENTING SPONSOR’S CHANGE OF NAME AND/OR LOGO
6.01 Name Change. If LMH changes its corporate name or trade names, merges into another entity that results in a name change, or sells substantially all of its assets to another entity, and the Agreement is assigned to the new entity with the consent of the City as provided herein, the City shall use the new name and logo incorporating the name and/or logo of its successor, under the terms and conditions of this Agreement. LMH or its successor shall be responsible for all direct and indirect costs associated with the resulting name and logo change of the Recreation Center, including without limitation all costs and expenses of reconstructing, restoring, remodeling or otherwise altering any portion of the Recreation Center or signage of the Recreation Center, including the banners at East Lawrence Recreation Center, Holcom Park Recreation Center and the Lawrence Community Building, replacing letterhead, stationary or other printed materials, or replacing or relabeling any other items with the new name and logo, including website changes, and all related promotional and re-branding costs.
6.02 Limitation. The Recreation Center shall not utilize, and the Recreation Center’s Presenting Sponsor name will not be changed to, the resulting name or logo of LMH, if, in the reasonable judgment of the City, it would result in a name or graphic that is inconsistent with or detrimental to the reputation of the City or the Recreation Center, or if such name or logo is contrary to the community standards of good taste. In such event, the parties shall negotiate in good-faith to determine an appropriate Presenting Sponsor name or logo for the Recreation Center. If, after ninety (90) days of good faith negotiations, the parties are unable to agree on a new or replacement name for the facility, then the City, in its sole discretion, may terminate this Agreement.
ARTICLE 7 ASSIGNMENT
7.01 Assignment. The rights and obligations created by this Agreement are unique to LMH and shall not be transferred or assigned by LMH except by advance, written consent of the City. In the event of an assignment by LMH to an affiliate, parent or subsidiary which is an entity which is substantially owned or controlled by LMH or which retains substantially similar management and directors and where such assignment is intended to accomplish an internal corporate purpose of LMH as opposed to materially and substantially altering the underlying business nature of LMH, the City will not unreasonably withhold its consent for such assignment.
7.02 Successors. This Agreement shall be binding upon any permitted successor or assignee of either party, whether by merger, sales of assets, dissolution or reorganization or otherwise. Any attempted assignment by LMH, whether by merger, sales of assets, dissolution or reorganization or otherwise, in violation of Section 7.01 hereof shall constitute an event of default under this Agreement entitling City to furnish to LMH a notice of termination, as provided for in Section 1.02 hereof, except that LMH shall have no right to cure such event of default.
ARTICLE 8 DEFAULT; REMEDIES
8.01 Default. A default shall be deemed to have occurred hereunder if:
(a) LMH fails to make a payment required under this Agreement and such default continues for a period of thirty (30) days after the date it is due.
(b) The filing by or against either party, or its successors or assigns, of any petitions in bankruptcy.
(c) The occurrence of any act or omission on the part of either party that deprives the other party of the rights, powers, licenses, permits, and authorizations necessary for the lawful and proper conduct and operation of its business.
(d) Either party fails to perform or observe any material term, covenant, condition or provision of this Agreement; and such breach continues for a period of thirty (30) days after written notice to the defaulting party; or if such breach cannot be cured reasonably within such thirty (30) day period and the defaulting party fails to commence to cure such breach within thirty (30) days after written notice or fails to proceed diligently to cure such breach within a reasonable time period thereafter.
8.02 City Remedies. The City’s remedies in the event of LMH’s default shall include (but not be limited to) the right to terminate the Agreement, the right to seek specific performance of LMH’s duties under this Agreement, and the right to remove, cover/or replace all signage, written and other references to LMH and/or the Presenting Sponsor Name. In addition, in the event of LMH’s default, LMH shall be responsible for all costs associated with removing the Presenting Sponsor Name and/or logo and related signage and labeling from the Recreation Center.
8.03 LMH’s Remedies. LMH’s remedies in the event of the City’s default shall include (but not be limited to) discontinuing payment until the default has been cured and termination of this Agreement. If this Agreement is terminated by LMH for City’s default, City will return to LMH a pro rata portion of the money which has been paid to the City for the then-current fiscal year as described in Section 4.09 but for which LMH has not received the pro rata portion of the corporate exposure as described in this Agreement. LMH shall additionally have the right to terminate this Agreement, without liability, in the event the City sells the facility to an unrelated third party and LMH provides advance written notice that in its reasonable judgment, such transfer will materially impair the value of the Sponsor Marks and that such Right of Termination will be exercised within sixty (60) days following the effective date of any such transfer.
8.04 Other Remedies. In the event of a breach by either party of any of the material terms, covenants, conditions or provisions hereof, the other party shall have the right to take whatever other action at law or in equity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth herein and to enforce the performance and observance of any obligation, agreement or covenant of the allegedly defaulting party.
Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default of the other party.
ARTICLE 9 DISPUTE RESOLUTION
9.01 The City and LMH agree that disputes under this Agreement should first be addressed by good faith negotiations between the parties. If direct negotiations fail to resolve the dispute, the party initiating the claim that is the basis for the dispute shall be free to take such steps as it deems necessary to protect its interests; provided, however, that notwithstanding any such dispute, in the absence of a City default hereunder, LMH shall proceed with the monetary payments as per the Agreement as if no dispute existed.
If mutually agreed by the parties, any dispute, controversy or claim arising out of this Agreement that cannot be settled through negotiation may be resolved by the parties trying in good faith to resolve the dispute by mediation (such mediation session may be requested by either party, and if agreed to by the other party, shall be held within the City or at such other location as may be agreed to by the parties).
ARTICLE 10 INDEMNIFICATION
10.01 Indemnification of City. LMH will indemnify, defend and save harmless the City (including its officials, employees and agents) from all third-party claims, actions, damages, losses or expenses of every kind and description, including reasonable attorneys' fees and costs, made against or suffered by the City in any way because of or based upon (i) LMH’s (or its officers', directors', partners', employees', agents', representatives', tenants' or guests') negligent act, misconduct or omission; (ii) a breach of this Agreement by LMH; or (iii) the operation of LMH’s business.
10.02 Indemnification of LMH. City will indemnify, defend and save harmless LMH (including its officials, employees and agents) from all third-party claims, actions, damages, losses or expenses of every kind and description, including reasonable attorneys' fees and costs, made against or suffered by LMH in any way because of or based upon (i) City’s (or its officers', directors', partners', employees', agents', representatives', tenants' or guests') negligent act, misconduct or omission; (ii) a breach of this Agreement by City; or (iii) City’s operation of Recreation Center.
10.03 Notice, Defense and Settlement; Survival. The party seeking indemnification (the “Indemnified Party”) will give the other party (the “Indemnifying Party”) prompt written notice of any claim or suit coming within the scope of these indemnities. Upon the written request of the Indemnified Party, the Indemnifying Party will assume the defense of any claim, demand or action against the Indemnified Party and will permit the Indemnified Party, at the Indemnified Party's expense, to participate in the defense of the claim. The Indemnifying Party may settle any such claim, demand or action against the Indemnified Party, albeit only with the prior written consent of the Indemnified Party, and such consent may not be unreasonably withheld, conditioned or delayed.
10.04 Survival. The provisions of this Article shall survive termination of this Agreement.
ARTICLE 11 MISCELLANEOUS
11.01 Anti-Discrimination. LMH shall not discriminate in any manner on the basis of race, sex, religion, color, national origin, age, ancestry, sexual orientation, gender identity, or disability with respect to any applicant or employee, and shall confirm in all respects to the pertinent provisions of Federal, State or Local laws, ordinances, rules and regulations of employment practices. The parties further agree that in serving the public, LMH and its employees shall not discriminate in any manner on the basis of race, sex, religion, color, national origin, age, ancestry, sexual orientation, gender identity, or disability, and shall conform in all aspects to the pertinent provisions of Federal, state or local laws, ordinances, rules and regulations.
11.02 Amendment, Modification or Alteration. No amendment, modification or alteration of the terms of this Agreement shall be binding unless in writing, dated subsequent to the date hereon and duly executed by the parties herein.
11.03 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all counterparts together shall constitute but one and the same instrument.
11.04 Severability. All rights and duties contained in this Agreement are mutually dependent on and one cannot exist independent of another, provided that if any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, and if such holding does not affect the ability to perform and have access to the facility as provided for herein, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision was not contained herein.
11.05 Notices. All notices required to be given under this Agreement shall be given by certified or registered mail or Overnight Courier, addressed to the proper party to the following addresses, or at such other address as may be subsequently given pursuant to this Section and shall be deemed given when deposited in the Mail, postage prepaid:
If to City: City of Lawrence
Parks and Recreation Department Director
P.O. Box 708
Lawrence, KS 66044
If to Sponsor: Lawrence Memorial Hospital
Attn: President and CEO
325 Maine Street
Lawrence, Kansas 66044
11.06 Waiver. The waiver by either party of any default or breach by the other party of any of the provisions of this Agreement shall not be deemed a continuing waiver or waiver of any other breach by the other party of the same or another provision of this Agreement.
11.07 Essence. Time is of the essence in this Agreement.
11.08 Bailment. Nothing herein shall be construed to create a bailment relationship between the parties concerning any property brought on the premises of the facility by LMH, unless such property is expressly delivered into the possession of the City.
11.09 Status of Parties. Unless specifically designated herein, the parties hereto shall be deemed and construed as independent contractors with respect to one another for all purposes. Nothing contained in this Agreement shall be determined to create a partnership or joint venture between the City and LMH with respect to LMH’s activities conducted at the facility pursuant to the terms of this Agreement.
11.10 Country/State Law. This Agreement shall be governed and construed in accordance with the laws of the state of Kansas and county of Douglas.
11.11 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the matters contained in this Agreement, and it may not be amended except by a writing signed by all parties. There are no oral or written representations, agreements, understandings or circumstances which modify any of the provisions hereof. The Exhibits referenced throughout this Agreement are by this reference made a part hereof.
11.12 Exhibits. The Exhibits referenced herein shall be deemed a part of this Agreement as if fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed by the parties as of the day and year as indicated below.
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CITY OF LAWRENCE, KANSAS, a municipal corporation |
LAWRENCE MEMORIAL HOSPITAL, a charitable trust established pursuant to K.S.A. 12-1615 |
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By: ________________________________
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By: _____________________________ |
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Name: Diane Stoddard
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Name: Eugene W. Meyer |
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Title: Interim City Manager
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Title: Chief Executive Officer |
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Date: ______________________________ |
Date: ____________________________ |
EXHIBIT 1
[A1]This section must be modified when the commencement date is finalized.