HomeMy WebLinkAboutTreasure Valley Childrens Theatre Garage BayLICENSE AGREEMENT WITH TREASURE VALLEY CHILDREN'S THEATER
FOR USE OF GARAGE BAY
This LICENSE AGREEMENT WITH TREASURE VALLEY CHILDREN'S THEATER FOR
USE OF GARAGE BAY ("Agreement") is made and entered into this n day of January, 2018
("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the
laws of the State of Idaho ("City"), and Treasure Valley Children's Theater, a nonprofit corporation
organized under the laws of the State of Idaho (hereinafter "TVCT").
WHEREAS, City owns property and facilities, including garages, at 489 N. Meridian Road, in
Meridian, Idaho, Ada County parcel no. R8342000355 ("Property");
WHEREAS, TVCT is in need of an indoor facility in which to construct and store theater sets,
and City is willing to allow the use of a garage bay at Property, delineated as "Bay 2" on Exhibit A
hereto, for such purpose; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants
herein contained, and in consideration of the recitals above, which are incorporated herein, City and
Licensee agree as follows:
I. License granted. City, for and in consideration of the covenants and conditions set forth in
this Agreement, and agreed to be kept and performed by Licensee, does hereby provide to
Licensee a license to use the garage bay identified as "Bay 2" on Exhibit hereto for the
purpose of constructing and storing theater sets and related activities. The portion of the
Property utilized for this purpose shall be referenced hereinafter as "Licensed Area." Licensee
shall not use the Licensed Area for any other purpose without the express written consent of
City.
II. Term. The term of this Agreement shall be deemed to have commenced on the Effective Date
and shall terminate on December 31, 2018, unless earlier terminated by either Party by the
method established herein or extended by written agreement of the Parties.
III. Day-to-day communication.
A. Primary Source of Contact for Licensee. Licensee shall provide City the name, e-mail
address, and telephone number of specific personnel ("Licensee Contact") who shall serve
as Licensee's primary contact between Licensee and City for all day-to-day matters
regarding Licensee's use of Licensed Area.
B. Primary Source of Contact for City. City shall provide Licensee the name, e-mail
address, and telephone number of specific City personnel ("City Contact") who shall serve
as City's primary contact between City and Licensee for all day-to-day matters regarding
Licensee's use of Licensed Area.
IV. Rights and responsibilities of Licensee. With regard to Licensee's use and occupancy of the
Licensed Area under this Agreement, Licensee shall be responsible for each and all of the
following.
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A. Good repair. Licensee shall be solely responsible for ensuring that its use of Property does
not damage or interfere with or degrade City's facilities or operations, or present any threat
to the health and safety of Licensee's invitees and volunteers, or the public.
B. Repair of Licensed Area. Licensee shall be responsible for all costs related to restoration
or repair of the Licensed Area necessitated by damage caused by Licensee's use thereof
under this Agreement. Following City's restoration or repair of Licensed Area necessitated
by damage caused by Licensee's use thereof under this Agreement, City shall invoice
Licensee for City's actual costs of such work. Licensee shall pay such invoice in full
within thirty (30) days of City's invoice. This provision shall survive for one (1) year
following expiration or termination of this Agreement.
C. Assumption of risk. Licensee acknowledges that activities undertaken pursuant to this
Agreement carry risks, some of which are unknown, and accepts any and all such risks.
Other than tortious act by City, no circumstance shall obligate City to repair or replace
Licensee's property at City's expense.
D. Acceptance as is. Licensee acknowledges that Licensee has inspected the Licensed Area
and does hereby accept same as being in good and satisfactory order, condition, and repair.
It is understood and agreed that City makes no warranty or promise as to the condition,
safety, usefulness or habitability of the Licensed Area. Licensee accepts the Licensed Area
"as is."
E. Indemnification. Licensee specifically indemnifies City and holds City harmless from any
loss, liability, claim, judgment, or action for damages or injury to Licensee, to Licensee's
personal property or equipment, and to Licensee's employees, agents, guests or invitees
arising out of or resulting from the condition of City property or any lack of maintenance or
repair thereon and not caused by or arising out of the tortious conduct of City or its
employees. Licensee further agrees to indemnify and hold City harmless from any loss,
liability, claim or action from damages or injuries to persons or property in any way arising
out of or resulting from the use and occupancy of the Licensed Area by Licensee or by
Licensee's agents, employees, guests or business invitees and not caused by or arising out
of the tortious conduct of City or its employees. If any claim, suit or action is filed against
City for any loss or claim described in this paragraph, Licensee, at City's option, shall
defend City and assume all costs, including attorney's fees, associated with the defense or
resolution thereof, or indemnify City for all such costs and fees incurred by City in the
defense or resolution thereof.
F. Liability insurance. Licensee shall maintain, and specifically agrees that Licensee will
maintain throughout the term of this Agreement, liability insurance, in which City shall be
named an additional insured in the minimum amount as specified in the Idaho Tort Claims
Act set forth in Title 6, Chapter 9 of the Idaho Code. The limits of insurance shall not be
deemed a limitation of the covenants to indemnify and save and hold harmless City; and if
City becomes liable for an amount in excess of the insurance limits herein provided,
Licensee covenants and agrees to indemnify and save and hold harmless City from and for
all such losses, claims, actions, or judgments for damages or liability to persons or property.
Licensee shall provide City with a certificate of insurance or other proof of insurance
LICENSE AGREEMENT WITH TVCT PAGE 2 OF 5
V.
VI.
evidencing Licensee's compliance with the requirements of this paragraph. In the event the
insurance minimums are changed, Licensee shall immediately submit proof of compliance
with the changed limits.
G. Property insurance. Licensee may; at Licensee's option, maintain property insurance for
property placed or stored in Licensed Area. City shall not maintain property insurance on
Licensee's behalf.
Rights and responsibilities of City. With regard to Licensee's use and occupancy of the
Licensed Area under this Agreement, City shall be responsible for the following.
A. Right of entry. City and City's contractors, employees, agents, and invitees, shall be
authorized , at all times, to inspect the Licensed Area and personal property located thereon,
for the purposes of inspection for compliance with the terms of this License Agreement, for
the exercise of City's rights hereunder, and for all other lawful purposes.
B. No utilities. City shall not provide utilities or infrastructure of any kind related to
Licensee's use and occupancy of the Licensed Area. Specifically, without limitation, City
shall not provide water services, sewer services, trash collection, heat, air conditioning, or
security.
General provisions.
A. Termination. Either party may terminate this Agreement for convenience or for cause.
Termination shall be effective fourteen (14) days following mailing of written notice. Upon
termination or expiration of this License Agreement, City may remove all of Licensee's
equipment and personal property from the Licensed Area and notify Licensee that Licensee
may claim its equipment from City Contact during business hours. Licensee agrees to
surrender possession and occupancy of the Licensed Area peaceably at the termination of
this Agreement and any renewal or extension thereof.
B. Notices. Communication between the Licensee Contact and the City Contact regarding
day-to-day matters (e.g., installation, maintenance, and access to Licensed Area) shall occur
via e-mail or telephone. All other notices required to be given by either of the parties
hereto shall be in writing and be deemed communicated when personally served, or mailed
by U.S. mail, postage prepaid. Notices shall be addressed as follows:
Licensee: Meridian:
Autumn Kersey City of Meridian
Treasure Valley Children's Theater Public Works Director
P.O. Box 9144 33 E. Broadway Avenue
Boise ID 83707 Meridian ID 83642
C. Limitation of liability. Notwithstanding anything in this agreement to the contrary, City
shall not be liable or obligated, and Licensee shall hold City harmless, with respect to any
subject matter of this agreement or under contract, negligence, strict liability or any other
legal or equitable theory, for the following:
LICENSE AGREEMENT WITH TVCT PAGE 3 of 5
1. Any special, punitive, incidental or consequential damages (including, without
limitation, for any lost profits, cost of procurement of substitute goods, technology,
services or rights);
2. Interruption of use of Licensee's equipment or access to personal property;
3. Security breach, including theft, vandalism, or other crime; or
4. Any other matter beyond City's reasonable control.
This provision shall survive termination of this Agreement.
D. No agency. It is further understood and agreed Licensee shall not be considered an agent
of City in any manner or for any purpose whatsoever in Licensee's use and occupancy of
the Licensed Area.
E. No waiver. City's waiver on one or more occasion of any breach or default of any term,
covenant or condition of this Agreement shall not be construed as a waiver of any
subsequent breach or default of the same or a different term, covenant or condition, nor
shall such waiver operate to prejudice, waive, or affect any right or remedy City may have
under this Agreement with respect to such subsequent default or breach by Licensee.
F. No assignment. Licensee shall not assign, sublicense or transfer the Licensed Area, or any
portion thereof, or cause or suffer any alterations thereto, other than as specified in this
Agreement, without the express written consent of City. Any assignee, sublicensee, or
transferee shall be bound by all terms of this Agreement.
G. Entire agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements, leases, or understandings, oral or written, whether
previous to the execution hereof or contemporaneous herewith.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their
duly authorized officers to be effective as of the day and year first above written.
TREASURE VALLEY CHILDREN'S THEATER:
13Y.,
Autumnlkerscy
CITY
IM
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LICENSE AGREEMENT WITH TVCT PAGE 5 OF 5
EXHIBIT A
LICENSED AREA – BAY 2
Meridian City Council Meeting Agenda January 23, 2018 – Page 282 of 363