LICENSE AGREEMENT
THIS License Agreement is made this _____ day of September, 2014, by and between the City of Lawrence, Kansas, a municipal corporation, and The Lawrence Bank, a Kansas corporation.
RECITALS
A. The City of Lawrence, Douglas County, Kansas (“the City”), is the holder of that Right of Way on which Eighth Street (“the Eight Street Right of Way”) is located in the City of Lawrence, Douglas County, Kansas;
B. The Lawrence Bank, a Kansas corporation ("the Bank"), currently operates a branch office, the Lawrence Bank Downtown, located at 100 East 9th Street, Lawrence, Douglas County, Kansas;
C. The northeast corner of the intersection of 9th Street and New Hampshire Street, which encompasses 100 East 9th Street, is under redevelopment ("the Redevelopment"), which Redevelopment will cause the Bank temporarily to relocate the Lawrence Bank Downtown;
D. First Management, Inc., owns that certain real estate (“the Property”) adjacent to and along the Eighth Street Right of Way, commonly known as 800 Massachusetts Street, Lawrence, Douglas County, Kansas, and bearing the following legal description:
THE WEST 93.5 FEET OF THE NORTH ONE-HALF OF LOT 46 ON MASSACHUSETTS STREET IN THE ORIGINAL TOWNSITE OF THE CITY OF LAWRENCE, DOUGLAS COUNTY, KANSAS;
E. The Bank, pursuant to a Lease Agreement with First Management, Inc., has agreed to lease the Property to operate the Lawrence Bank Downtown at that location until the Redevelopment is completed;
F. In order to enhance the use and enjoyment of the Property, the Bank wishes to lease from the City two (2) parking spaces, from 8:00 o'clock a.m. to 6:00 o'clock p.m. Mondays through Friday and 9:00 o'clock a.m. to 12:00 o'clock p.m. on Saturdays, located adjacent to the Property in the Eighth Street Right of Way ("the Eighth Street Parking") (A map showing the Eighth Street Parking is affixed hereto as Exhibit A and incorporated herein by reference);
G. Additionally, the Bank wishes to construct in the Eighth Street Right of Way a canopy overhanging the Eight Street Parking (plans and specifications for the canopy are affixed hereto as Exhibit B and are incorporated herein by reference); and
H. The City wishes, in order to assist the Redevelopment and to accommodate the Bank's relocation, agrees to lease the Eight Street Parking to the Bank, subject to the Bank's 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.
(a) For and in recognition of the mutual consideration set forth in this License Agreement, the satisfaction of which is hereby acknowledged by both parties, the Bank is hereby granted a limited and nonexclusive license to the Eighth Street Parking for use in its operation of the Lawrence Bank Downtown (a map showing the location of the Eight Street Parking is affixed hereto as Exhibit A and incorporated herein by reference).
(b) While limited and nonexclusive, the license granted herein shall license to the Bank exclusive use of the Eighth Street Parking during its business hours which are: (i) 8:00 o'clock a.m. to 6:00 o'clock p.m. Mondays through Friday and (ii) 9:00 o'clock a.m. to 12:00 p.m. Saturdays. The Eighth Street Parking shall be available and open to the general public for parking outside those hours.
(c) The license granted herein also permits the Bank to construct, in accordance with the plans and specifications affixed hereto as Exhibit B, in the Eighth Street Right of Way a canopy overhanging the Eighth Street Parking.
(d) The grant of this License Agreement shall not convey title, equitable or legal, to the Bank in the Eight Street Right of Way and shall only give to Bank the right to occupy the Eight Street Parking for the purposes and for the time stated in this License Agreement.
3. The Bank’s Covenants. In exchange for this License, in addition to giving good and valuable consideration, the Bank hereby covenants and warrants as follows:
(a) To maintain, at the Bank’s sole cost and expense, for the duration of this License Agreement, the area in the Eighth Street Right of Way licensed to Bank to be used for the Eighth Street Parking and the canopy that will be located in the Eight Street Right of Way.
(b) To move or remove, at the Bank’s sole cost and expense, the Eight Street Parking, including the canopy, in the event that the City needs to install, repair, maintain, or expand any utilities that may be located or are to be located in the Eighth Street Right of Way. The Bank may resume using the Eighth Street Parking once said installations, repairs, maintenance, or expansion is completed. In the event this occurs, the City agrees to work with the Bank to find two suitable parking spaces to replace the Eighth Street Parking during the time of such work.
(c) To comply with all applicable laws and ordinances, including all land use requirements of the City and Douglas County, Kansas.
(d) To refrain from causing any waste, damage, or injury to the Eighth Street Right of Way.
(e) The Bank shall not enlarge, intensify, or increase the proposed scope of its use or occupancy of the Eighth Street Right of Way as described in this License Agreement without the prior written consent of the City.
(f) The Bank shall list the City as an additional insured on its commercial insurance policy.
4. Compensation to the City. As consideration for the grant of this License Agreement, the Bank agrees to pay as rent to the City and the City agrees to accept as compensation and sufficient consideration for granting this License, annual payments in the sum of $384.00 annually. The first payment shall be due at the date of the execution of this License Agreement. Any subsequent payment shall be made on the anniversary of the date of execution of this License Agreement. Payments received after the due date shall be subject to a late payment charge of one and one-half percent (1˝ %) per month.
5. The City Makes No Representations. The Bank agrees that the City has made no representations to it with respect to the Eighth 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 Eighth Street Right of Way or its condition. This License Agreement grants the Bank the license to use the Eighth Street Right of Way in its present condition, “as is,” without any warranties, representations, or assurances from the City.
6. Indemnification. During the time that this License Agreement is in effect, the Bank 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 Bank’s use or occupancy of the Eighth 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.
7. Term. The term of this License Agreement shall be effective (a) for two (2) years, commencing on the commencement date the Bank's lease of 800 Massachusetts Street, or (b) until the termination of the Bank's lease of 800 Massachusetts Street, whichever event comes first.
8. Termination. The Bank shall have the right to terminate this License Agreement at any time by giving written notice to the City. The City reserves the right to terminate the permission granted by this License Agreement at any time and for any reason, by giving the Bank at least 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 Bank fails to comply with or abide by each and all of the provisions, including the Bank’s Covenants, of this License Agreement; or
(b) If the continued use or occupancy of the Eight Street Right of Way presents a health or safety hazard.
9. Removal of Canopy. In the case of the termination of this License Agreement, either by the passage of time or by an affirmative action of either party, it shall be the duty of the Bank immediately to restore the Eight Street Right of Way to as good condition as the same was before said removal was effected without any cost to the City and shall include removal of the canopy.
10. Non-transferable. This License Agreement shall not be transferrable and shall end upon the termination of this License Agreement or at the time that the Bank shall cease to occupy 800 Massachusetts Street.
11. 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.
12. 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 Bank:
City of Lawrence, Kansas The Lawrence Bank
City Manager’s Office Attn: Les. J. Dreiling
6 East 6th Street 3500 Clinton Parkway
P.O. Box 768 Lawrence, Kansas 66047
Lawrence, Kansas 66044
13. 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.
14. 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 OF LAWRENCE, KANSAS, a municipal corporation
________________________________
DAVID L. CORLISS
City Manager
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of _________________, 2014, before me the undersigned, a notary public in and for the County and State aforesaid, came David L. Corliss, 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:
THE LAWRENCE BANK, a Kansas corporation,
________________________________
Les J. Dreiling
President
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of ________________, 2014, before me the undersigned, a notary public in and for the County and State aforesaid, came Les J. Dreiling, as President of The Lawrence Bank, 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: