LICENSE AGREEMENT

 

THIS LICENSE AGREEMENT (the “License”) is made this _____ day of _____________ 2007 (the “Effective date”) by and between the City of Lawrence, Kansas, a municipal corporation (the “City”), and  Sunflower Broadband,  1 Riverfront Plaza, Suite 301, Lawrence, KS 66044,  (“Licensees”), said City being owners of property commonly located at 6 East 6th Street, Lawrence, KS, 66044 and commonly known as “City Hall” hereinafter (the “Property”).

 

RECITALS

 

1.                  The Licensees principal place of business is located at 1 Riverfront Plaza, Lawrence, Kansas and said property is adjacent to City Hall, located at 6 East 6 th Street.

2.                  The Licensees desires to install a conduit, hereinafter (the “facilities”), behind City Hall, from 1 Riverfront Plaza to an existing vault located directly to the west of City Hall as described in Exhibit A attached hereto.

3.                  The City and the Licensee desire to cooperate with each other in the creation of a fiber optic network.

4.                  Pursuant to this Agreement, the City shall grant without charge, the use of said property in exchange for the waiver of base fee charges for the City’s use of a Public Institutional Network (PIN) in accordance with the specifications as shown in Appendix A of Ordinance 7055.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, the parties hereby agree as follows:

 

  1. Grant of License.  The City hereby grants to the Licensee the non-exclusive license, right, privilege, and permission (the “License”) to use the portions of the Property as described in Exhibit A, for the installation of and access to, a 2.0” EMT conduit line to be constructed directly north of City Hall as described in Exhibit A, and any other facilities appurtenant thereto.  Exhibit A is incorporated herein by reference as if fully set forth herein.

 

  1. No Representation by the City.  The Licensee represent that the City has made no representations with respect to the property described in Exhibit A or its condition, and that the Licensee is not relying on any representations of the City or the City’s agents with respect to the condition of the property described in Exhibit A.  This License Agreement grants the Licensee the privilege and permission to use that portion of the Property as shown in Exhibit A and as further described in Paragraph 1 of this License Agreement in its present condition “as is” without any warranties subject to the conditions set forth herein.

 

  1. Covenants of the Licensee.  The Licensee hereby covenant and warrant to the City, as follows:

 

    1. To move any Sunflower Broadband facilities, at the Licensee’s expense, immediately upon the City’s request, if the City determines said facilities need to be moved for the installation, repair, maintenance, or expansion of City Hall, any streets or utilities located, to be located in, on, under or through the property described in Exhibit A.  
    2. To comply with all applicable federal, state and local laws governing Licensee’s use of the property. 
    3. To refrain from causing any waste, damage, or injury to the property described in Exhibit A.
    4. The Licensee shall not have any right to enlarge the present scope of this License Agreement, without the prior written consent of the City.

 

  1. Mutual Indemnification.  During the time this License Agreement is in effect, the Licensee agrees to indemnify, defend, and save the City, and the City’s officers, commissioners, agents, employees, grantees, and assigns, harmless from and against all claims, actions, liabilities, damages, costs, expenses, and judgments, including attorneys’ fees, which relate to, arise from, or are in connection with the Licensees’ use or occupancy of the property described in Exhibit A, on account of any injury to persons or damage to property, excluding therefrom such injury or damage caused by the negligence of the City.

 

During the time this License Agreement is in effect, the City agrees to indemnify, defend, and save the Licensee, and the Licensees’ officers, commissioners, agents, employees, grantees, and assigns, harmless from and against all claims, actions, liabilities, damages, costs, expenses, and judgments, including attorneys’ fees, which relate to, arise from, or are in connection with the City’s use or occupancy of the property described in Exhibit A, on account of any injury to persons or damage to property, excluding therefrom such injury or damage caused by the negligence of the Licensees.

 

  1. Consideration.  Pursuant to this Agreement, the City shall grant without charge, the use of said property in exchange for the waiver of base fee charges for the City’s use of a Public Institutional Network (PIN) in accordance with the specifications as shown in Appendix A of Ordinance 7055.  The Licensee hereby acknowledges the City’s rights to the property described in Exhibit A, and agree to never assail, resist, or deny such rights by virtue of the Licensees’ occupancy or use under this License Agreement.

 

  1. Term and Termination.  The City reserves the right to terminate the permission granted by this License Agreement. The City shall give the Licensee at least 30 days written notice of such termination.

 

  1. Ownership and Maintenance.  Upon termination of this License, said facilities, if not removed from the Property, shall become the property of the City of Lawrence at no further expense or cost to the City.

 

  1. Authorization.  Each of the persons executing this Agreement on behalf of the respective Parties represents and warrants that they have the authority to bind the Party on behalf of whom they sign this Agreement, and that all acts requisite to the authorization to enter into this Agreement have been taken and completed.

 

  1. Assignment of Rights.  The Licensee cannot transfer or assign any rights pursuant to this Agreement without the prior written approval of the City.

 

  1. Governing Law.  This License Agreement shall be construed and enforced in accordance with, and governed by, the law of the State of Kansas.

 

           

           


            IN WITNESS WHEREOF, the undersigned have caused this License Agreement to be executed as of the Effective Date.

 

LICENSEES: 

 

 

_________________________________________________

                                    On behalf of Sunflower Broadband

 

 

STATE OF KANSAS               )

COUNTY OF DOUGLAS        )

 

BE IT REMEMBERED, that on this                   day of                                                  , 2007, before me, the undersigned, a Notary Public in and for the County and State aforesaid, came __________________________________, acting on behalf of Sunflower Broadband, who is personally known to me to be the same person who executed the within and foregoing instrument of writing and duly acknowledged the execution of the same.

 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

 

 

                                                                                                                                               

Seal:                                                                Notary Public

 

CITY OF LAWRENCE, KANSAS, a

Municipal Corporation

 

 

 

_________________________________

David L. Corliss, City Manager

                                                                                     

STATE OF KANSAS               )

COUNTY OF DOUGLAS        )

 

BE IT REMEMBERED, that on this                   day of                                                  , 2007, before me, the undersigned, a Notary Public in and for the County and State aforesaid, came David L. Corliss, City Manager, who is personally known to me to be the same person who executed the within and foregoing instrument of writing and duly acknowledged the execution of the same.

 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

 

                                                                                                                                               

Seal:                                                                Notary Public

           


EXHIBIT A

 

LEGAL DESCRIPTION