Sample License Agreement
Here's one sample license agreement between a city agency and a community group. We'll soon be adding a small library of examples from around the city and around the country. When you are calling a city agency, this is what you are actually asking them to sign:
THIS REVOCABLE LICENSE AGREEMENT (“Agreement”), made and entered into as of the ____ day of ________, 20__, by and between [city agency], having its principal office [address] ("Licensor") and _____________________________, having an address at _____________________ ("Licensee").
WHEREAS, Licensor is the fee owner of certain premises ("Premises") described in Exhibit Aannexed hereto and made a part hereof;
WHEREAS, Licensor plans to develop the Premises for use as a public street and/or sidewalk, public place, or for some other public purpose, but is not yet prepared to proceed with such development;
WHEREAS, Licensee has requested permission to perform certain activities described in Exhibit Bannexed hereto and made a part hereof ("Urban Agriculture Activities") on the Premises on an interim basis, pending the future development or other use of the Premises;
WHEREAS, Licensor has agreed to allow Licensee to perform the Urban Agriculture Activities on the Premises during the term of this Agreement, upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual promises hereinafter made, the parties hereto hereby agree as follows:
1. The Premises. Licensee may enter upon and use the Premises only for those purposes specifically authorized by this Agreement.
2. Use of the Premises. Licensee and its agents, contractors, or representatives shall enter upon and use the Premises for the purpose of performing the Urban Agriculture Activities. No ownership, leasehold, possessory, or other rights to the Premises shall vest in Licensee by virtue of this Agreement.
3. Condition of Premises. Licensee has inspected and is satisfied with the "as is" condition of the Premises. Licensor neither makes nor has made any representation or warranty as to the condition of said Premises or as to any other matter affecting this Agreement.
4. License Period. This Agreement shall commence upon the date hereof and, unless sooner terminated as provided herein, shall expire upon a date which is forty-eight months after said commencement date.
5. Termination. This Agreement shall terminate without any action by either party if Licensor ceases to be the fee owner of the Premises. Licensor may, in its sole and absolute discretion, terminate this Agreement upon sixty (60) days written notice to Licensee, and Licensee shall have no recourse of any nature whatsoever. Licensor shall have no liability of any nature whatsoever by reason of such termination. Licensee may, in its sole and absolute discretion, terminate this Agreement upon providing one (1) day written notice to the Licensor.
6. Prohibited Uses.
a. Licensee shall not perform any acts upon the Premises, including, but not limited to, the making of any improvements or alterations to the Premises, except as specifically authorized by this Agreement.
b. Licensee shall not perform any Urban Agriculture Activities which damage or lessen the value of the Premises.
c. Except as provided in Exhibit B, Licensee shall not affix any advertisement, notice or sign in, to, or on the Premises, other than those required by law or for safety purposes, without first obtaining the specific written consent and authorization of Licensor; provdied, however, that Licensee may advertise any public events which Licensee plans to lawfully conduct on the Premises as part of the Urban Agriculture Activities.
7. Additional Requirements Upon Licensee.
a. Licensee shall, at Licensee’s sole cost and expense, obtain all permits, approvals and certificates required for the operation and/or performance of the Gardening Activities by any governmental or quasi-governmental entity having jurisdiction over the Premises or the Urban Agriculture Activities.
b. Licensee shall keep the Premises free from deposits of refuse, debris, garbage, waste, and all other objectionable materials brought onto the Premises by Licensee.
c. Licensee shall notify Licensor, as provided in Section 18, of any damage or accident occurring on the Premises within twenty-four (24) hours of any occurrence.
8. Risk Upon Licensee.
a. The expenditures for the Urban Agriculture Activities to be undertaken on the Premises are to be made solely and exclusively at the risk and sole cost and expense of Licensee, and no part thereof is, or shall be, reimbursable by Licensor for any reason whatsoever.
b. The Urban Agriculture Activities to be performed pursuant to this Agreement were not, and are not, directed by Licensor, and Licensor assumes no obligation or responsibility, nor shall it have any liability, for any expenditure made hereunder.
1. Licensee warrants and represents that it has procured and shall maintain, and shall cause any contractor, agent, or sublicensee retained by Licensee to procure and maintain, during the term of this Agreement, insurance policies that will cover all users of the site for liability.
2. All policies of insurance required by this Section 8 shall be satisfactory in form and substance to Licensor and shall be issued by companies of recognized competence which are (i) rated not less than A-:VIII by A.M. Best & Co's measurement of insurer acceptability, (ii) authorized to do business in the State of New York, and (iii) acceptable to Licensor.
1. Prior to or simultaneously with the execution of this Agreement, Licensee shall deliver to Licensor evidence of coverage, in the form of properly authorized certificates of insurance or insurance policies in form and substance acceptable to Licensor, for each policy of insurance required to be maintained by Licensee pursuant to this Agreement.
a. Licensee shall forever defend, indemnify, and hold harmless Licensor, its agents, representatives, and employees from and against any and all (i) claims for damages by reason of injury to persons or damage to property, including property of Licensor, arising from work or activities of any nature performed by or on behalf of Licensee, whether pursuant to this Agreement or otherwise, and (ii) liens and encumbrances which may be placed, filed or recorded against the Premises as a result of work or other activities of any nature performed by or on behalf of Licensee, whether pursuant to this Agreement or otherwise and, when, as, and if, any such lien or encumbrance is placed, filed or recorded against the Premises, to immediately remove, satisfy or otherwise discharge the same.
b. Anything in this Section 9 to the contrary notwithstanding, nothing in this Agreement shall be construed to relieve Licensor from responsibility to Licensee for any loss or damage caused wholly or in part by the negligent acts or omissions of Licensor; provided, however, that Licensor shall not be responsible for such portion of such loss or damage which is recovered or recoverable by Licensee from any insurance or indemnity covering such loss or damage.
10. Compliance with Laws. Licensee shall comply with all applicable laws, rules, regulations, and orders of federal, state, and local authorities regarding the Premises and the use, occupancy, and maintenance thereof, and with such other rules, regulations, orders, terms, and conditions as may be set or required by Licensor, to the extent that they relate to the Gardening Activities under this Agreement.
11. Right of Entry.
a. Licensor and the employees, agents, permittees, and invitees of Licensor may enter upon the Premises at any time for any purpose whatsoever, including, but not limited to, (i) erecting and maintaining signs on the Premises, (ii) examining the Premises to determine whether or not Licensee is complying with the terms of this Agreement and with all laws, rules, regulations or orders of federal, state or local authorities which may affect the Premises or the Gardening Activities being performed thereon, (iii) responding to any emergency condition on the Premises or in the vicinity of the Premises, (iv) repairing or developing any property adjacent to the Premises, and (v) investigating site conditions at the Premises or in the vicinity of the Premises.
b. Licensor may cause or permit the temporary closing and disturbance of the Premises during the period of construction of any development project on real property that abuts the Premises. Upon completion of such construction, reasonable efforts will be made to return the Premises to the condition that existed prior to the commencement of any construction work thereon.
c. Licensor may cause or permit the temporary closing and disturbance of the Premises for the purpose of performing pre-development work (including, but not limited to, soil borings or test pits) on the Premises. Upon completion of such pre-development work, reasonable efforts will be made to return the Premises to the condition that existed prior to the commencement of any pre-development work thereon.
12. Restoration of Premises.
a. Upon the expiration or termination of this Agreement pursuant to Section 4, Licensee shall promptly remove all equipment and materials from the Premises and shall surrender the Premises to Licensor in a condition satisfactory to Licensor.
b. Upon receipt of a Notice of Violation concerning any condition that could pose a threat to life, health, safety, or property, or upon similar exigent circumstances as determined solely by Licensor, Licensor may, upon written or oral notice to Licensee of such circumstance, require Licensee to immediately quit the Premises without removing any materials or equipment. Licensor shall thereafter afford Licensee a reasonable opportunity to remove such materials and equipment.
c. If Licensee is unable to quit the Premises and remove materials and equipment within the three (3) day period described in Section 4, Licensee or its contractor shall, upon request by Licensor, furnish a letter of credit, in form and amount satisfactory to Licensor, to insure the costs of removal of its materials and equipment and any of its stockpiled debris.
d. In the event that Licensee shall (i) fail to quit and vacate the Premises in accordance with Section 4, or (ii) fail to remove its materials, equipment, and stockpiled debris in accordance with this Section 12, then Licensor, in addition to any other right and remedies it may have hereunder and at law, shall be entitled to receive from Licensee reimbursement for any costs and expenses, including legal fees and court costs, that it may have incurred for the purposes of regaining possession of the Premises, removing Licensee's material, equipment and stockpiled debris from the Premises, and restoring the Premises to the condition existing on the date hereof.
a. Licensee agrees to be bound by the provisions of Exhibit C annexed hereto and made part hereof.
b. Licensee warrants and represents that (i) no officer, agent, employee, or representative of the City of New York has received or shall receive any payment or other consideration for the making of this Agreement, and (ii) no officer, agent, employee or representative of the City of New York has or shall have any interest, whether directly or indirectly, in this Agreement or any proceeds thereof.
14. No Assignment Or Sublicense. The License granted by Licensor pursuant to this Agreement is granted solely to Licensee and shall not be assignable, in whole or in part, by Licensee for any reason whatsoever. Licensee shall not sublicense the Premises or any part thereof without first obtaining the specific written consent and authorization of Licensor's Department of Transportation.
15. Amendment. This License may not be amended, altered, modified, or extended except by a written instrument signed by Licensee and Licensor and approved as to form by Licensor's Corporation Counsel.
16. Ownership. All work undertaken and materials incorporated in the Premises shall become the property of Licensor upon the expiration or other termination of this Agreement.
17. Merger and Use.
a. Merger. This Agreement is the only agreement between Licensor and Licensee with respect to the Premises, and all prior oral or written agreements or understandings between Licensor and Licensee with respect to the Premises are hereby expressly revoked. In consideration of this Agreement, Licensee hereby surrenders any other right or interest in the Premises (including, but not limited to, any possessory interest) which Licensee has or may have had.
b. Use. The Premises are and shall remain municipal land for the general use of the City of New York. This Agreement does not, and shall not be deemed to, indicate any intention to dedicate the Premises for park use or to any other use.
A. All notices or communications given or required to be sent under this Agreement shall be in writing and sent by regular mail addressed as follows:
1. When sent by Licensor to Licensee, at the address first set forth above.
2. When sent by Licensee to Licensor, to:
B. Any notice given hereunder shall be deemed to have been given upon personal delivery or upon the third (3rd) day after such notice has been deposited in the United States mail, postage prepaid. Any notice of a change in address shall only be deemed to have been given when received by the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
[city agency] ______________________
By: ______________________________ By: ___________________
APPROVED AS TO FORM,
BY STANDARD TYPE OF CLASS,
FOR USE UNTIL ____
Acting Corporation Counsel
Address Block Lot
------- --- ---
THE URBAN AGRICULTURE ACTIVITIES
This Agreement is specifically entered into for the following activities:
1. Licensee shall design and install a plant garden and education space and shall thereafter maintain such garden and all plants and structures contained therein (including, but not limited to, all fences, raised plant beds, planters, tables, benches, and other ornamental items) in a safe and orderly condition.
2. Within six months following the date of this Agreement, or sooner if applicable, Licensee shall:
a. Prepare a sign in form and substance acceptable to Parks which states (i) that an urban agriculture project is being operated on the Premises, (ii) the name of Licensee, the name of a contact person for Licensee, and the telephone number at which such person may be contacted, and (iii) the hours during which the Premises shall be open to the public and other ways for public participation.
b. Design and install a plant garden.
c. Nurture and develop the plants in such garden, including watering, fertilizing, pruning, weeding, and harvesting, all as required.
d. Open the Premises to the public.
3. Licensee shall thereafter:
a. Maintain the Premises in a safe condition and take care of all plants and structures contained therein, including all fences, raised beds, tables, benches, and other ornamental items.
b. Keep any sidewalks, passageways, and curbs on or adjacent to the Premises clean and free from snow, ice, garbage, debris, and obstructions.
c. Comply with such rules, regulations, orders, terms, and conditions as may be set or required by Licensor.
4. Licensee shall neither cause nor permit:
a. The construction of any permanent structures on the Premises.
b. The use of the Premises for any illegal purpose.
c. The storage or use of any (i) illuminating oils, oil lamps, turpentine, benzene, naphtha, or similar substances, (ii) explosives of any kind, or (iii) substances or items prohibited in the standard policies of insurance in New York State.
d. Discrimination against any person on grounds of race, creed, religion, color, sex, age, national origin, disability, marital status, or sexual orientation.
e. The use of the Premises as the residence of any person.
f. The use of the Premises as the residence of any dog.
g. any condition on the Premises (including, but not limited to, any health or fire hazard) which could constitute a nuisance or could endanger or harm persons or property on or near the Premises.
h. The accumulation of garbage or debris on the Premises.
i. Any waste of or to the Premises.
j. The abandonment of the Premises.
5. Upon the violation of any provision of this Exhibit B, the Licensor shall allow Licensee ten (10) days to rectify such default. Failure to remedy such breach within such period shall constitute grounds for immediate termination of this Agreement.
6. Upon the expiration or termination of this Agreement, in addition to the actions required pursuant to Section 12, Licensee shall (i) remove all structures (including, but not limited to, any tables, benches, or raised planters) from the Premises, and (ii), forfeit any items left on the Premises following such expiration or termination.