HomeMy WebLinkAboutjmmLicense Agreement - Kendal revised-clean - 7-15-16.pdfLICENSE AGREEMENT
THIS LICENSE AGREEMENT (the “License”) is made as of the __ day of July, 2016, by
and between the Village of Cayuga Heights, a New York municipal corporation having offices at
836 Hanshaw Road, Ithaca, New York 14850 (“Licensor”), Kendal at Ithaca, a New York not-for
profit corporation, having an address at 2230 N. Triphammer Road, Ithaca, New York 14850
(“Licensee”).
WHEREAS, Licensee is the owner of certain premises in the Town of Ithaca, Village of
Cayuga Heights, County of Tompkins, State of New York described in more particular detail in the
deed to Licensee recorded in the Tompkins County Clerk’s Office on September 4, 2003 as
Instrument No. 439230-001 (“Licensee’s Premises”); and
WHEREAS, Licensor is the owner of certain premises located adjacent to the east of
Licensee’s Premises, constituting a westerly portion of the right of way of North Triphammer
Road, and described in more particular detail in the deed to Licensor recorded in said Clerk’s
Office in Liber 831 of Deeds, at page 110_ (“Licensor’s Premises”), and
WHEREAS, Licensee desires to locate on Licensor’s Premises an entrance sign for
Licensee’s facilities located on Licensee’s Premises (the “Sign”), in such location as is shown on
Sheet 1 entitled TWLA Additions and Alterations incorporated herein by reference and attached
hereto as Exhibit A, dated June 13, 2016 (the “Drawing”).
WHEREAS, Licensee desires to obtain from Licensor a license to allow Licensee to
install and maintain the sign on Licensor’s Premises; and
WHEREAS, Licensor desires to grant a revocable license to Licensee to use the area of
Licensor’s Premises shown on the Drawing to install and maintain the sign (the “License Area”) in
accordance with the terms and conditions set forth in the Agreement; and
WHEREAS, Licensee desires to accept from and make use of, in accordance with the
terms and conditions set forth in this Agreement, a revocable license to use the License Area;
NOW, THEREFORE, Licensor and Licensee, for good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, hereby agree as follows:
1. Licensor hereby grants to Licensee a revocable license, in accordance with all of
the terms and conditions stated herein, to use the License Area for the installation
and maintenance of the sign, and solely for such purpose. For so long as this
License remains in effect, Licensee shall not enlarge, extend, alter or modify the
sign or place, install or locate any other improvement in the License Area. If any
maintenance or repair of the sign is to be performed by Licensee, such work shall
be performed under the supervision of Licensor’s Superintendent of Public Works.
2. The license granted herein shall be revocable at Licensor’s option at any time, upon
delivery by Licensor of written notice of such revocation to Licensee at Licensee’s
address stated above, or at such other address as Licensor has been instructed in
writing to deliver such notice. Notwithstanding anything to the contrary herein,
and in addition to all of the rights of Licensor hereunder, it is hereby acknowledged,
understood and agreed that in the case of emergency of other similar circumstances
dictating immediate action (including those circumstances under which Licensor is
unable to provide written notice of revocation of the license granted herein),
Licensor may enter upon the License Area, as well as Licensee’s Premises, if and to
the extent necessary to remove some or all of the sign, and take any other action
deemed necessary and/or appropriate under the circumstances. Licensor will use
its reasonable best efforts to provide prior notice of its intent to exercise such
emergency rights. If such prior notice is not given, Licensor will use its
reasonable best efforts to provide notice as soon as possible after it exercises its
emergency rights hereunder. Under any and all circumstances, and
notwithstanding anything to the contrary herein, the failure to provide either of the
foregoing notices shall not be deemed to be a breach of this License by Licensor,
and Licensor shall have no liability related thereto.
3. This License shall remain in full force and effect in perpetuity provided that
Licensor has not revoked the license provided herein or neither party hereto has
delivered to the other a written notice terminating this License. In addition
thereto, this License shall terminate if and when the location of Licensee’s sign on
Licensor’s Premises no longer exists, including, but not limited to, upon the
voluntary or involuntary permanent removal of such encroachment in accordance
with the terms and provisions hereof.
4. In the event that the encroachment of Licensee’s sign is removed, voluntarily or
involuntarily, Licensee shall not be permitted to replace such encroachment
without the prior written consent of Licensor. If in fact such consent is granted
and Licensee is thereafter permitted by Licensor to partially or fully restore such
encroachment, the cost of such restoration shall be borne solely by Licensee and
such restored encroachment shall thereupon and thereafter continue to be subject to
all of the terms and provisions of this License.
5. This License provides for the grant by Licensor of a license to Licensee and not of a
lease of any kind. The relationship established by this License between Licensor
and Licensee is that only of licensor and licensee and not that of lessor and lessee.
The License granted hereunder shall not be construed as an easement nor as a
right-of-way across Licensor’s Premises.
6. Immediately upon revocation of termination of this License, Licensee shall, at
Licensee’s sole cost and expense, remove the sign from the License Area. If
Licensee fails to do so promptly, Licensor will have the right to do so, and Licensee
will be responsible for any expense incurred by Licensor in doing so.
7. Licensee shall use the License Area in accordance with this License only for
installation and maintenance of the sign. Licensee shall not suffer or permit the
use of the License Area for any other purpose or by any other person.
8. Licensee shall not be obligated to pay any sum of money as a license fee for the use
of the License Area in accordance with this License.
9. Licensee shall defend, indemnify and hold Licensor (including its elected officials,
employees and contractors) harmless from and against any and all costs, claims,
actions, expenses, charges, liabilities and obligations, including, but not limited to
reasonable attorneys’ fees, which arise as a result of or in any way in connection
with (i) the creation of the license contained herein (ii) the exercise of the rights
granted hereunder by Licensee and/or Licensee’s guests, invitees, agents,
contractors or any other parties permitted by Licensee to gain access to the License
Area and/or Licensor’s Premises or Licensee’s Premises, and (iii) any act or
omission of Licensee and/or Licensee’s guests, invitees, agents, contractors or any
other parties permitted by Licensee to gain access to the License Area and/or
Licensor’s Premises and/or Licensee’s Premises. In addition thereto, Licensee
shall reimburse Licensor for any and all costs that Licensor may incur, including,
but not limited to, reasonable attorneys’ fees, arising out of the enforcement of this
Agreement. This paragraph 9 shall survive the termination of this Agreement.
10. Licensee, at its sole cost and expense, shall procure and maintain on the License
Area and any portion of Licensor’s Premises which Licensee may use to access the
License Area, general liability insurance covering bodily injury and property
damage with combined (including umbrella coverage) limits of at least One Million
and 00/100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on
an occurrence basis, against liability arising out of or in connection with the use or
occupancy of the License Area or Licensor’s Premises by Licensee, Licensee’s
guests, invitees, agents, contractors or any other parties permitted by Licensee to
gain access to the License Area and/or Licensor’s Premises and/or Licensee’s
Premises, all as provided for herein. Licensor shall be named as an additional
insured on Licensee’s policy or policies. Licensee shall provide to Licensor one or
more certificates of insurance evidencing the coverage required by this Section
prior to initially exercising any rights under this License and prior to each policy
renewal period for such coverage. Each such certificate shall confirm that Licensor
is named as an additional insured and shall further provide that Licensor shall be
given no less than thirty (30) days written notice prior to any material change in or
cancellation of such coverage.
11. This License (i) constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof, (ii) supersedes all prior
agreements, understandings and arrangements, both oral and written, between the
parties hereto with respect to such subject matter, and (iii) may not be modified in
any way unless by a written instrument executed by all parties. The waiver by any
party hereto of a breach or violation of any term or provision of this License shall
not operate or be construed as a waiver of any subsequent breach or violation. If
any court of competent jurisdiction holds any provision of this License invalid or
unenforceable, the other provisions of this License will remain in full force and
effect. Any provision of this License held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or
unenforceable. Licensee shall execute and deliver such other documents and
perform such other acts as may, from time to time, be reasonably required by
Licensor to give full force and effect to the intent and purpose of this License.
12. Licensee shall deliver to Licensor, along with the fully executed copy of this
document, a check payable to the Tompkins County Clerk’s Office in the amount
necessary to record this document and index it to the deed to Licensee’s Premises.
Licensor shall undertake such recording.
IN WITNESS WHEREOF, Licensor and Licensee have executed this agreement as of
the date first set forth above.
LICENSOR:
Village of Cayuga Heights
By: ______________________________
Linda Woodard, Mayor
LICENSEE:
Kendal at Ithaca
By: ________________________________
Daniel Governanti, Executive Director
STATE OF NEW YORK )
COUNTY OF TOMPKINS )ss.:
On the day of ____ in the year 2016 before me, the undersigned, a Notary Public in
and for said State, personally appeared Linda Woodard, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
Notary Public
STATE OF NEW YORK )
COUNTY OF TOMPKINS )ss.:
On the day of in the year 2016 before me, the undersigned, a Notary Public
in and for said State, personally appeared Daniel Governanti, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
Notary Public