LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made this _____ day of ____________, 2017, by and between the City of Lawrence, Kansas, a municipal corporation, and The Roman Catholic Archdiocese of Kansas City in Kansas, a Kansas not for profit corporation.
RECITALS
A. The City of Lawrence, Douglas County, Kansas (“the City”), is the holder of that Right of Way on which Kentucky Street (“the Kentucky Street Right of Way”) is located in the City of Lawrence, Douglas County, Kansas;
B. The Roman Catholic Archdiocese of Kansas City in Kansas, a Kansas not for profit corporation (“the Owner”), owns certain real property (“the Property”) adjacent to and along the Kentucky Street Right of Way, commonly known as 1208 Kentucky Street, Lawrence, Douglas County, Kansas, and bearing the following legal description:
LOT 1, BLOCK 1 OF SAINT JOHN CATHOLIC CHURCH, A REPLAT OF LOTS 142, 144, 146, 148, 150, 152, 154, 156, 158, 160, 162 AND 164 ON KENTUCKY STREET IN THE ORIGINAL TOWNSITE OF THE CITY OF LAWRENCE, DOUGLAS COUNTY, KANSAS;
C. In order to enhance the use and enjoyment of the Property, the Owner wishes to redevelop and to improve the Property, a portion of which redevelopment and improvement includes using a portion of the Kentucky Street Right of Way for eighteen (18) angled parking spaces ("the Kentucky Street Encroachment") (A map showing the Kentucky Street Encroachment is affixed hereto as Exhibit A and is incorporated herein by reference);
D. The Owner has submitted to the City a Site Plan setting forth the details of its proposed redevelopment and improvement of the Property, including the Kentucky Street Encroachment; and
E. As a condition to Site Plan approval, inter alia, the City requires execution of this License Agreement and compliance with its terms.
TERMS
NOW, THEREFORE, in light of the mutual promises and obligations contained herein, and in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
1. Adoption of Recitals. The above-stated recitals are incorporated herein by reference, are hereby made a part of this License Agreement, and shall be as effective as if repeated verbatim.
2. Grant of 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, in common with others, that portion of the Kentucky Street Right of Way on which the Kentucky Street Encroachment will be located, as described in the Site Plan filed with the City, for the purpose of enhancing the use and enjoyment of the Property (A copy of that Site Plan is affixed hereto as Exhibit B and incorporated herein by reference).
3. The Owner’s Covenants. In exchange for the 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 License Agreement, the area in the Kentucky Street Right of Way licensed to Owner to be used for the Kentucky Street Encroachment.
(b) To move or remove, at the Owner’s sole cost and expense, the Kentucky Encroachment, located in the licensed area, in the event that the City needs to install, repair, maintain, or expand Kentucky Street or any utilities that may be located or are to be located in the Kentucky Street Right of Way. The owner may replace the Kentucky Street Encroachment in its former location once said installations, repairs, maintenance, or expansion are completed, except as may otherwise be provided in paragraph 7 of this License Agreement.
(c) To comply with all applicable laws and ordinances, including all land use requirements of the City and Douglas County, Kansas.
(d) To comply with all conditions placed on the Kentucky Street Encroachment by any approved Site Plan.
(e) To refrain from causing any waste, damage, or injury to the Kentucky Street Right of Way.
(f) The Owner shall not enlarge, intensify, or increase the proposed scope of its use or occupancy of the Kentucky Street Right of Way as described in this License Agreement without the prior written consent of the City.
(g) The Owner shall list the City as an additional insured on its commercial insurance policy.
4. The City Makes No Representations. The Owner agrees that the City has made no representations to it with respect to the Kentucky Street Right of Way or its condition, and that it is not relying on any representations of the City or its agents with respect to the Kentucky Street Right of Way or its condition. This License Agreement grants the Owner the License to use the Kentucky Street Right of Way in its present condition, “as is,” without any warranties, representations, or assurances from the City.
5. Indemnification. During the time that this 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 Kentucky Street Right of Way or any portion thereof or the maintenance thereof, 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.
6. Accommodation. The permission granted to the Owner under this License Agreement is given for good and valuable consideration. However, the License granted is given as an accommodation to the Owner and shall be made without requiring the payment of rent from the Owner. The Owner hereby acknowledges the City’s right to the Kentucky Street Right of Way and agrees never to assail, resist, or deny such right by virtue of the Owner’s use or occupancy of the Kentucky Street Right of Way under this License Agreement.
7. Term and Termination. The City reserves the right to terminate the permission granted by this License Agreement at any time and for any reason, by giving the Owner at least ninety (90) days written notice of such termination, except that the City may, at the City’s election, terminate the permission immediately without such notice:
(a) If the Owner fails to comply with or abide by each and all of the provisions, including the Owner’s Covenants, of this License Agreement;
(b) If the Owner fails to comply with or abide by each and every condition established in the approved Site Plan; or
(c) If the continued use or occupancy of the Kentucky Street Right of Way presents a health or safety hazard.
8. Binding Effect. This License Agreement shall, at all times, be binding upon the City and the Owner and all owners of the Property and all parties claiming by, through, or under them, shall run with the land, and shall be for the benefit of, and shall oblige all future owners of the Property; provided, however, that the rights, duties, and obligations of each owner, as set forth herein, shall cease with the termination of his, her, or its ownership of the Property, or portion thereof, except for those duties and obligations arising during the period of his, her, or its ownership.
9. Authorization. Each of the persons executing this License Agreement, in behalf of their respective parties, represent 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. Notice. Notice under this License Agreement, including denials, revocation, or alteration of site specific approvals, notice to remove equipment, and any other notice that may be required by this License Agreement shall be provided in writing to the parties at the following addresses:
Notice to the City: Notice to the Owner:
City of Lawrence, Kansas Roman Catholic Archdiocese of KC
City Manager’s Office Attn: Leon Roberts
6 East 6th Street 12615 Parallel Parkway
P.O. Box 768 Kansas City, Kansas 66109-3748
Lawrence, Kansas 66044
11. 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.
12. 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.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the undersigned have caused this License Agreement to be executed as of the date noted above.
CITY:
CITY OF LAWRENCE, KANSAS, a municipal corporation
________________________________
THOMAS M. MARKUS
City Manager
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of _________________, 2017, before me the undersigned, a notary public in and for the County and State aforesaid, came Tom Markus, as City Manager of the City of Lawrence, Kansas, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last written above.
________________________________
Notary Public
My Appointment Expires:
OWNER:
THE ROMAN CATHOLIC ARCHDIOCESE OF KANSAS CITY IN KANSAS, a Kansas not for profit corporation
________________________________
LEON ROBERTS
Director of Real Estate and Construction
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of ________________, 2017, before me the undersigned, a notary public in and for the County and State aforesaid, came Leon Roberts, Director of Real Estate and Construction for The Roman Catholic Archdiocese of Kansas City in Kansas, a Kansas not for profit corporation, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last written above.
________________________________
Notary Public
My Appointment Expires: