ls_party_wall_agreement.doc

PARTY WALL AGREEMENT

This Party Wall Agreement is made this _____ day of _____________________, 2011, by and between the City of Lawrence, Kansas, a municipal corporation, and Ninth & New Hampshire, L.L.C., a Kansas limited liability company.

RECITALS

A. The City of Lawrence, Kansas (“the City”) is the owner of certain real estate, located in the 900 block of New Hampshire Street, Lawrence, Douglas County, Kansas. There presently exists on that property a public parking garage (“Parking Garage”). The legal description of the property is as follows:

LOT 2 IN DOWNTOWN 2000 ADDITION, AND THAT PART OF LOT 1 DEEDED TO THE CITY OF LAWRENCE, DOUGLAS COUNTY, KANSAS, IN BOOK 688, PAGE 1393, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 2; THENCE NORTH 88°13’11” EAST ON THE NORTH LINE OF SAID LOT 2, A DISTANCE OF 42.00 FEET, TO THE NORTH-NORTH-EAST CORNER OF SAID LOT 2; THENCE SOUTH 01°46’41” EAST ON THE EAST LINE OF SAID LOT 2, A DISTANCE OF 117.09 FEET; THENCE SOUTH 33°04’31” EAST, A DISTANCE OF 15.40 FEET; THENCE SOUTH 01°46’41” EAST, A DISTANCE OF 19.90 FEET, TO THE NORTH LINE OF SAID LOT 2 ; THENCE NORTH 88°13’11” EAST ON THE NORTH LINE OF SAID LOT 2, A DISTANCE OF 67.00 FEET, TO THE EAST-NORTH-EAST CORNER OF SAID LOT 2; THENCE SOUTH 01°46’41” EAST ON THE EAST LINE OF SAID LOT 2, A DISTANCE OF 375.39 FEET TO THE SOUTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 88°13’11” WEST ON THE SOUTH LINE OF SAID LOT 2, A DISTANCE OF 117.00 FEET TO THE SOUTHWEST CORNER OF SAID LOT 2; THENCE NORTH 01°46’41” WEST ON THE WEST LINE OF SAID LOT 2, A DISTANCE OF 525.53 FEET TO THE POINT OF BEGINNING, CONTAINING 1.158 ACRES, MORE OR LESS ALL IN THE CITY OF LAWRENCE, DOUGLAS COUNTY, KANSAS. SUBJECT TO RIGHTS-OF-WAY, EASEMENTS AND RESTRICTIONS OF RECORD;

B. Ninth & New Hampshire, L.L.C. (“the Owner”), owns certain real estate commonly known as 901 New Hampshire Street, Lawrence, Douglas County, Kansas. There presently exists on 901 New Hampshire Street a four-story building (“the Building”), being used for commercial and residential purposes. The legal description of the property is as follows:

LOT 1 IN DOWNTOWN 2000 ADDITION, LESS THAT PART DEEDED TO THE CITY OF LAWRENCE, KANSAS, IN BOOK 688, PAGE 1393, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 01°46’41” EAST, ALONG THE EAST LINE OF SAID LOT 1, 150.15 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 88°13’11” WEST, ALONG THE SOUTH LINE OF SAID LOT 1, 67.00 FEET; THENCE NORTH 01°46’41” WEST, 19.90 FEET; THENCE NORTH 33°04’31” WEST, 15.40 FEET TO THE WEST LINE OF SAID LOT 1; THENCE NORTH 01°46’41” WEST ALONG SAID WEST LINE, 117.09 FEET TO THE NORTHWEST CORNER OF SAID LOT 1; THENCE NORTH 88°13’11” EAST, ALONG THE NORTH LINE OF SAID LOT 1, 75.00 FEET TO THE POINT OF BEGINNING, CONTAINS 0.254 ACRE, MORE OR LESS;

C. The above-described properties are adjacent and the north wall of the Parking Garage and the south wall of the Building adjoin each other; and

D. The City and the Owner wish to use the north wall of the Parking Garage and the south wall of the Building together as a “Party Wall.”

AGREEMENT

NOW THEREFORE, in light of the mutual promises and obligations contained herein, and in exchange for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the City and the Owner agree as follows:

1. Recitals. The above-stated recitals are by reference incorporated herein and shall be as effective as if set forth verbatim.

2. Party Wall. The adjoining walls of the Parking Garage and the Building are hereby designated the “Party Wall.” The Party Wall is located approximately on the boundary dividing the City’s Lot from the Owner’s Lot and shall be construed as a Party Wall under the laws of the state of Kansas.

3. Reciprocal Easement. The “Party Wall” shall be used and maintained as a party wall forever. The City and the Owner shall have a perpetual reciprocal easement in and to any part of the property owned by the other on which the Party Wall is located, for party wall purposes, and upon the roofs of the respective structures, for maintenance, repair, and inspection. Mutual reciprocal easements for mutual support are established and declared for the Party Wall, and for access to the structures for repair or maintenance in the event of an emergency.

4. Maintenance and Repair. The City and the Owner shall be solely responsible for the maintenance and repair of the Party Wall on the inside of their respective structure, including fixtures, equipment, glass, and all utility or service lines and equipment located therein or which provide utility services to said structure. In performing such maintenance or repair, or in improving or altering the interior of their respective structures, neither the City nor the Owner shall do any act or work which impairs the structural soundness of the Party Wall or the other party’s structure, or which interferes with any easement granted or reserved.

5. Damage or Destruction. In the event of damage to or destruction of the Party Wall from any cause, the City and the Owner shall, at their joint expense, repair or rebuild the Party Wall, and the City and Owner shall have the right to the full use of the Party Wall so repaired or rebuilt. If the negligence of the City or the Owner (including any tenant of the Owner) shall cause damage to or destruction of the Party Wall, such negligent party (or, the Owner in case of a tenant) shall bear the entire cost of such repair or reconstruction.

6. Insurance. The Owner shall maintain insurance on the Building and the Party Wall against loss from fire and extended coverage perils (including vandalism and malicious mischief). The Owner shall also separately be responsible for insurance covering loss or damage to personal property and liability for injury, death, or damage occurring with respect to the Party Wall. The Owner shall, on demand of the City, produce certificates of insurance evidencing all insurance required to be carried under this paragraph is in force. With respect to the Party Wall, the City will be self-insured.

7. Indemnification. The City and the Owner shall hold harmless, indemnify, and defend the other from all liability, penalties, losses, damages, costs, expenses, causes of action, liens, claims, and judgments arising by reason of any injury or death of any person or persons, or damage to the property of any person or persons arising from or relating to that party’s negligence. If either the City or the Owner shall be made a party to any litigation commenced by or against the other as the result of the negligence of the other, then the negligent party shall defend, protect, and hold the non-negligent party harmless and shall pay all costs, expenses, and reasonable attorneys’ fees incurred in connection with such litigation.

8. Binding Effect. The covenants set forth herein shall run with the land and be binding upon and inure to the benefit of the City and the Owner and their respective heirs, legal representatives, successors, and assigns.

9. Authority. Each of the persons executing this License Agreement, in behalf of their respective parties, represents and warrant 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 the authorization to enter into and to execute this License Agreement have been taken and completed.

10. 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.

11. Governing Law. This Party Wall Agreement shall be construed and enforced in accordance with and shall be governed by the laws of the State of Kansas.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this License Agreement to be executed as of the date noted above.

OWNER: Ninth & New Hampshire, L.L.C.

By:_________________________________

STATE OF KANSAS )

) ss:

COUNTY OF DOUGLAS )

The foregoing License Agreement was acknowledged before me this ____ day of ________________, 2011, by __________________________________.

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

_____________________________________

Notary Public

My commission expires:

CITY: CITY OF LAWRENCE, KANSAS, a municipal corporation