ls_party_wall_temp_license

TEMPORARY LICENSE AGREEMENT

This Temporary Use 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;

D. The Owner wishes to use a portion of the Parking Garage on a temporary basis to complete the construction of the Building;

E. The City is amenable to this Temporary License Agreement, provided the Owner complies with the terms hereof.

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. Grant of Temporary 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 the Owner the non-exclusive license, right, privilege, and permission (“the License”) to use, temporarily, in common with others, the Fourth Floor of the Parking Garage in which to complete the construction of its Building. A map of the area licensed to the Owner is affixed hereto as Exhibit A.

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

(a) To maintain, at the Owner’s sole cost and expense, for the duration of this Temporary License Agreement, the area being used by the Owner for the completion of the construction of its Building.

(b) To refrain from causing any waste, damage, or injury to the Parking Garage.

(c) The Owner shall not enlarge, intensify, or increase the proposed scope of its use or occupancy of the Parking Garage as described in this Temporary License Agreement without the prior written consent of the City.

(d) The Owner agrees not to block or impede the flow of traffic in the Parking Garage and agrees to sufficiently barricade the construction area for the protection of pedestrians and motorists using the Parking Garage.

(e) The Owner shall list the City as an additional insured on its commercial insurance policy.

3. The City Makes No Representations. The Owner agrees that the City has made no representations to it with respect to the Parking Garage or its condition, and that it is not relying on any representations of the City or its agents with respect to the Parking Garage or its condition. This License Agreement grants the Owner the Temporary License to use the Parking Garage in its present condition, “as is,” without any warranties, representations, or assurances from the City.

4. Indemnification. During the time that this Temporary License Agreement is in effect, the Owner 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 the Owner’s use or occupancy of the Parking Garage, 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.

5. Accommodation. The permission granted to the Owner under this License Agreement is given for good and valuable consideration. However, the permission granted is given as an accommodation to the Owner and shall be made without requiring the payment of rent or a fee from the Owner.

6. Term and Termination. This Temporary License Agreement shall terminate October 30, 2011, or upon the Owner’s completion of the property. Upon completion, the Owner agrees to return the Parking Garage to the state in which it was before using it.

7. Authorization. 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.

8. 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.

9. 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.

[SIGNATURE PAGES TO 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