AGREEMENT

THIS Agreement is made this ___ day of _____________, 20__, by and between the City of Lawrence, Kansas, a municipal corporation (the “City”), HERE Kansas, LLC, a Delaware limited liability company, or its assigns (the “Applicant”), and the University of Kansas, a state institution of higher education (the “University”).

RECITALS

A.      Applicant owns that real property commonly known as 1101 and 1115 Indiana Street, Lawrence, Douglas County, Kansas ("Applicant's Property") and bearing the legal description contained in Exhibit A. 

B.      University owns certain real property, located in Lawrence, Douglas County, Kansas, that is commonly described as the University of Kansas campus (“University’s Property”), which is generally described in Exhibit B.   

C.      Applicant wishes to use the Applicant’s Property for a residential complex with associated commercial uses, but does not have sufficient on-site parking to comply with the requirements of the City's Land Development Code, as codified at Chapter 20, Article 9 of the Code of the City of Lawrence, Kansas, 2013 Edition, and amendments thereto.

D.      However, in order to encourage the efficient use of land and resources, the City allows, upon approval of the Director of Planning and Development Services, in accordance with Code of the City of Lawrence, Kan., § 20-909 (July 1, 2013), entities to share off-street parking facilities in those situations, where a mix of uses creates staggered peak periods of parking demands, and to locate parking facilities on a site different from the site of the actual use.

E.       In accordance with Code of the City of Lawrence, Kan., § 20-909 (July 1, 2013), Applicant and University have reached a mutual agreement that would require certain of Applicant’s tenants to obtain University parking permits that would allow them to use parking spaces contained in parking lots located upon the University’s Property to satisfy the parking requirements of Chapter 20, Article 9 of the Code of the City of Lawrence, Kansas, 2013 Edition, and amendments thereto.

F.       The Director of Planning and Development Services has reviewed Applicant’s parking proposal, has reviewed the applicable standards, has reviewed this Agreement, and has determined, subject to the parties complying with the terms and conditions of this Agreement, that parties may share off-site off-street parking as agreed herein for the purpose of satisfying the Code of the City of Lawrence, Kan., § 20-909 (July 1, 2013). 

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 is hereby acknowledged by the parties, the parties agree as follows:

1.       The Director of Planning and Development Services has determined that, with this Agreement, Applicant's use of Applicant's Property conforms to the City's standards governing parking spaces. 

2.       Parking Provisions.

          a.       Applicant shall contractually compel as a part of its leasing process all of Applicant’s residential tenants to warrant whether each tenant has a car that will be parked within the City of Lawrence during such tenant’s occupancy upon the Applicant’s Property, and in the event that such tenant warrants as such, such tenant shall provide the Applicant with the make, model, and license plate number of such car.  The agreement between the Applicant and its tenant shall include the obligation of the tenant to update any information regarding its car that changes during the course of such tenant’s occupancy upon the Applicant’s Property.

          b.       All of Applicant’s tenants that respond in the affirmative under subsection (a) shall be required to do one of the following for the term of such tenant’s occupancy upon Applicant’s Property: (i) purchase from Applicant the right to utilize a parking space upon the Applicant’s Property or (ii) purchase a parking permit from the University that will allow such tenant the right to park in lots upon the University’s property subject to University’s ordinary parking procedures and policies and provide Applicant confirmation of same. 

          c.       Applicant agrees that it shall use commercially reasonable efforts to utilize all residential parking spaces located upon the Applicant’s Property before causing its tenant to purchase parking permits from University. 

d.       Within 14 calendar days after the first day of classes at the University, Applicant shall report to the University and the City information regarding its tenants’ car ownership and parking selections as provided in this Agreement.  Applicant shall obtain from any student tenant claiming to have purchased a University permit an appropriate release, in a form approved by the University, allowing the University to disclose to the City and Applicant whether the student has obtained a University parking permit.  University agrees to reasonably confirm to Applicant and the City which of Applicant’s tenants (for whom Applicant has provided an appropriate release) have purchased parking permits from the University and the type and term of such permits.

3.       Applicant’s tenants who obtain University permits will remain subject to all University policies, rules, and regulations regarding parking and the permit.  The University shall have no obligation to grant a parking permit to any person not qualifying for such a permit under University policies, rules and regulations. 

4.       This Agreement shall not be construed to grant any person the right to park on the University’s Property.  Nor shall this Agreement be construed to obligate the University to maintain the University’s Property (or any other University property) for parking purposes.

5.       This Agreement shall not affect Applicant's obligation to comply with the City Code and all applicable federal and state laws other than as stated herein.

6.       This Agreement may be assigned by the Applicant with the written consent of the University and the City.  Such consent shall not be unreasonably withheld.

7.       This Agreement contains the entire agreement between the parties. It may not be modified except in a writing signed by all parties.

8.       The above-stated recitals are adopted and incorporated herein by reference.

9.       The terms of this Agreement shall be governed by the laws of the state of Kansas.

10.     If any portion of this Agreement is found to be invalid by a court of competent jurisdiction, it shall have no effect on any remaining part of this Agreement.

11.     This Agreement shall be valid through a period ending at 11:59 p.m. on December 31, 2024 (the “Initial Term”).  It shall renew thereafter for renewal terms of five (5) years unless either party gives notice of intent to terminate at least one (1) year before the end of the Initial Term or any renewal term.  There shall be no more than four (4) renewal terms.  The University may immediately terminate this Agreement in the event that Applicant’s Property is used in a manner that is materially inconsistent with Applicant’s Final Development Plan.

12.     The parties acknowledge that the provisions of this Agreement shall be effective only upon: (a) the City's approval of Applicant’s Final Development Plan, Public Improvement Plan, and all appurtenant approvals; (b) the City's approval of Applicant’s Development Plan and all appurtenant approvals; (c) Applicant electing to proceed with the construction of the project contemplated in the Final Development Plan, the Public Improvement Plan, and the Development Plan; and (d) use of the Applicant’s Property in a manner that is materially consistent with Applicant’s Final Development Plan.  In the event that any of the foregoing items do not occur, this Agreement shall be of no further force and effect.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this 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:

HERE KANSAS, LLC, a Delaware limited liability company

By:

Name:

Title:

ACKNOWLEDGMENT

THE STATE OF           )

                                                )        ss:

THE COUNTY OF           )

          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 _______________________, as  of HERE Kansas, LLC 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:

UNIVERSITY OF KANSAS, a  State  institution of higher education

By:

Bernadette Gray-Little, Chancellor

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 _________________, as  ________________ of the University of Kansas, a State institution of higher education, 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:

Exhibit A

Applicant’s Property

Exhibit B

University’s Property