LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made this ____ day of December, 2014, by and between the City of Lawrence, Kansas, a municipal corporation, and Fall Creek Farms Development, Inc., a Kansas corporation.

RECITALS

A.      The City of Lawrence, Douglas County, Kansas (“the City”), is the holder of that Right of Way on which Running Ridge Road (“City's Right of Way”), which also serves as the entrance to Fall Creek Farms, a residential development, is located in the City of Lawrence, Douglas County, Kansas;

B.      Fall Creek Farms Development, Inc. ("FCFD"), a Kansas corporation, is the owner and developer of certain lots within Fall Creek Farms;

C.      In order to beautify the entrance to Fall Creek Farms, FCFD wishes to place within the median located in the City's Right of Way a large rock upon which the words "Fall Creek Farms" will be inscribed and which will serve as an area marker sign (a map of the location of the proposed area marker sign and a photograph of the large rock that currently is located in the median are affixed hereto as Exhibits A and B, respectively); and

D.      The City has reviewed and approved FCFD's proposed use of the City's Right of Way for the placement of a large rock that shall serve as an area marker sign, contingent, among other things, upon the execution of this License Agreement and compliance with its terms.

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 FCFD the non-exclusive license, right, privilege, and permission (“the License”) to use, in common with others, that portion of the City's Right of Way on which to place a large rock, serving as an area marker sign, in accordance with the map affixed hereto as Exhibit A.

2.       FCFD’s Covenants. In exchange for this License, in addition to giving good and valuable consideration, FCFD hereby covenants and warrants as follows:

(a)     To maintain, at FCFD’s sole cost and expense, for the duration of this License Agreement, the large rock, serving as an area marker sign, located in the City's Right of Way as set forth in Exhibit A.

(b)     To move or remove, at FCFD's sole cost and expense, the large rock, serving as an area marker sign, located in the City's Right of Way in the event that the City needs to install, repair, maintain, or expand any utilities that may be located or are to be located in the City's Right of Way. FCFD may replace the landscaping in its former location in the City's Right of Way once said installations, repairs, maintenance, or expansion are completed, except as may otherwise be provided in paragraph 6 of this License Agreement.

(c)     To comply with all applicable laws and ordinances, including all land use requirements of the City and Douglas County, Kansas.

(d)     To refrain from causing any waste, damage, or injury to the City's Right of Way.

(e)     FCFD shall not enlarge, intensify, or increase the proposed scope of its use or occupancy of the City's Right of Way as described in this License Agreement without the prior written consent of the City.

(f)      FCFD shall list the City as an additional insured on any commercial insurance policy.

3. The City Makes No Representations. FCFD 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 its condition. This License Agreement grants FCFD the License to use the City’s Right of Way in its present condition, “as is,” without any warranties, representations, or assurances from the City.

4. Accommodation. The permission granted to FCFD under the License Agreement is given for good and valuable consideration. However, the permission granted is also given as an accommodation to FCFD and shall be made without requiring the payment of rent from FCFD. FCFD 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 FCFD’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, FCFD 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 FCFD’s use or occupancy of the City’s Right of Way or any portion thereof for the placement of landscaping, 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 FCFD 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 FCFD fails to comply with or abide by each and all of the provisions, including FCFD’s Covenants, of this License Agreement; or

(b)     If the continued use or occupancy of the City’s Right of Way presents a health or safety hazard.

7. Binding Effect. This License Agreement shall, at all times, be binding upon the City and FCFD and all parties claiming by, through, or under them; provided, however, that the rights, duties, and obligations of each owner of the large rock, serving as an area marker sign and located within the City's Right of Way, shall cease with the termination of ownership of that property, except for those duties and obligations arising during the period of said ownership.

8.       Transfer. Once FCFD, or any assign or successor in interest to FCFD, completes development of the final lot in which it has an interested in Fall Creek Farms, FCFD agrees -- if it has not done so already -- to transfer, in writing, all obligations arising under this License Agreement to the Fall Creek Farms Home Owners Association.

8.       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. FCFD also represents that it has the authority of East Hills Business Park Trustees, as its agent, to enter into this License Agreement.

9.       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.

10. 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.

11.     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

________________________________

DAVID L. CORLISS

City Manager

ACKNOWLEDGMENT

THE STATE OF KANSAS               )

                                                )        ss:

THE COUNTY OF DOUGLAS         )

BE IT REMEMBERED, that on this ____ day of December, 2014, before me the undersigned, a notary public in and for the County and State aforesaid, came David L. Corliss, as 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:

FCFD: Fall Creek Farms Development, Inc., a Kansas corporation

________________________________

Tim Fritzel

President

ACKNOWLEDGMENT

THE STATE OF KANSAS               )

                                                )        ss:

THE COUNTY OF DOUGLAS         )

BE IT REMEMBERED, that on this ____ day of December, 2014, before me the undersigned, a notary public in and for the County and State aforesaid, came Tim Fritzel, president of Fall Creek Farms Development, Inc., 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: