Agr Triplett Trust
LICENSE AGREEMENT
This License Agreement is entered into this 20th day of April 2004, by and between the
CITY OF SALINA, KANSAS (the "City"); LAWRENCE D. TRIPLETT AND MILLICENT F.
TRIPLETT, TRUSTEES OF THE LAWRENCE D. TRIPLETT TRUST UIA DATED APRIL 21,
1997, ("Triplett Trust"); and TRIPLETT, INC., a Kansas corporation, ("Triplett, Inc.").
Recitals
A. Triplett Trust has sold to the City pursuant to a Contract of Sale of Real Estate (the
"Contract") dated April 5, 2004, ("Contract Date") the Saline County, Kansas, real estate described
as:
Block Two (2) of Blocks Two (2) and Three (3), Northeast Industrial Park
Addition to the City of Salina, Saline County, Kansas;
together with all appurtenances, permanent improvements and fixtures (the "Property").
B. While closing on the sale of the Property by Triplett Trust to the City has closed this
20th day of April, 2004, Triplett Trust desires to remain in possession of the Property and the City
agrees to allow Triplett Trust to remain in possession of the property strictly for the purposes and
under the conditions set forth in this License Agreement
THE PARTIES THEREFORE AGREE:
1. Grant of License. The City grants a license to Triplett Trust: (a) permitting Triplett
Trust and any of its tenants as of Contract Date, at the pleasure of Triplett, Inc., to continue to
occupy the Property through September 30, 2004, exclusively for the same business purposes for
which Triplett Trust or any of its tenants occupied a portion of the Property as of the Contract
Date and (b) permitting Triplett Trust (through its employees or authorized agents) exclusively to
further access the Property during the month of October 2004 for the sole purpose of removing
from the Property those items listed on the Exhibit A to the Contract (collectively the "License").
2. Term of License. The License shall commence upon execution of this License
Agreement and shall continue until the earlier of:
A.
Expiration of the License as set forth in Paragraph 1 above; or
B. Notification of the City by Triplett Trust that Triplett Trust and all of
its tenants have vacated the Property and that the items listed on Exhibit A to the
Contract have been removed from the Property.
3. Indemnification and Hold Harmless. Triplett, Inc., as Triplett Trust's designee,
shall indemnify and hold the City and its current and former elected officials, agents, and
employees harmless from all claims, liability, loss, damage, expense, or judgment, including
..
attorneys' fees so incurred, arising from Triplett Trust's and its tenants' continued occupancy of
the Property and Triplett Trust's continued access to the Property pursuant to the License (the
"Indemnification"). Triplett, Inc. shall maintain in effect commercial general liability coverage of
no less than $500,000 on a per occurrence basis, which includes coverage extending to the
Indemnification, and shall provide the City with ongoing written proof of such coverage.
Triplett, Inc. agrees to defend against all claims brought or actions filed against the City with
respect to Triplett Trust's and its tenants' occupancy of or access to the Property pursuant to the
License, whether such claims are rightfully or wrongfully brought or filed. The City agrees that
Triplett, Inc. may employ attorneys of its own selection to appear and defend the claim or action
on behalf of the City, at the sole expense of Triplett, Inc. Triplett, Inc. shall have control of the
defense in any such lawsuit and negotiations relating to its settlement. The City shall assist
Triplett, Inc. as reasonably requested by Triplett, Inc. regarding such lawsuit. Triplett, Inc. agrees
to reimburse the City for all expenses, costs, and attorneys' fees incurred by the City in the
enforcement of any part of Triplett Inc.' s agreement to indemnify the City.
6. Assignment of License. The assignment of any rights under this License Agreement
by Triplett Trust shall be subject to the prior written consent of the City.
7. Binding Effect. This License Agreement shall be binding upon the parties, their
successors and authorized assigns.
Executed the day and year first above written.
CITY OF SALINA, KANSAS
By: d2 ~\
Dennis M. Kissi g r, ty Manager
LAWRENCE D. TRIPLETT AND MILLICENT F,
TRIPLETT, TRUSTEES OF THE LAWRENCE D.
TRIPLETT TRUST UIA DATED APRIL 21,1997
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Lawrence D. Triplett, f~stee
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Millicent F, Triplett, Trustee I
By:
TRIPLETT, INC.
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