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Temporary License Agreement with Flatbread Community Oven Install Outdoor Patio Cafe generations plazaTEMPORARY LICENSE AGREEMENT THIS TEWORARY LICENSE AGREEMENT (the "Agreement") is made and entered into this '"�i�. day of June, 2009, by and between the City of Meridian, and Idaho Municipal corporation, hereinafter referred to as "CITY, and li latbread Community Oven, Inc., an Idaho Corporation, hereinafter referred to as "Licensee"; WITNESSETH: FOR GOOD AND SUFFICIENT CONSIDERATION IT IS AGREED: SECTION 1. RECITALS I.l CITY owns certain real property located in Mend= City, Ada County, Idaho, more particularly described, as follows (the "ftperty"): The South S feet of the alley lying North of Lots 1-31 in Bloch 5 of the Amended Plat of the Townsite of ,Meridian, as filed for record in the office of the Ada County Recorder, Boise, Idaho in Book I. of the Plats at page 30 lying in the SW % of Section 7, T3N, RIE, BM, City of Meridian, Ada County, Idaho 1.2 Licensee desires a license to use the Property for the purpom hereinafter set forth, and, and on the terms and conditions hereinafter act forth, CITY is willing to extend such license to Licensee. SECTION 2. LICENS ' ICENSET T ECLUS 2.l On the terms and conditions hereinafter set forth, CITY hereby extends to Licensee a license on, over, across and under the Properly for the following uses and purposes ClAuthorizeed Usel and no others: Licensee to install and maintain an outdoor patio cafk associated with the premises located at 830 N. Main Street, Suite A. Licensee shall install and maintain a portable wrought iron fence at least four feet in height on the southerly border of the Property to separate the restaurant use from the adjacent City Park. Licensee shall maintain openings on the west and east ends of the Property to allow pedestrian access through the outdoor patio to connect Main. Street with the Generations Playa► parking lot. For purposes of this license, the Property sholi not be considered to be a parr of the Generations Plazas Park and will not be subject to City park rules and regulations. The approximate location of the patio and perimeter fence is depicted on Exhibit A. LICENSE AGREEMENT - Page 1 90/10 39Vd ONI 03d L698T6680Z 69:60 600Z/ZZ/90 2.2 This Agreement does not extend to Licensee the right to use the Property to the exclusion of CITY for any use within its jurisdiction, authority and discretion. ,QN 3. CONT CTI INSTALLATIQ OF 'Y MENTS, Any consftuction and/or installation by Licensee of improvements, including, without limitation, buildings, fixtures and landscaping, (the "Improvemente ), on, over, across and under the property shall be a=mplished in accordance with designs, plans and specifications approved in advance and in writing by CITY as required to satisfy applicable laws, its policies and good engineering practices_ in approving such plans and specifications, CITY assumes no responsibility for any deficiencies or inadequacies in the design or consbuction of the Improvements, and the responsibility thaefor shall be and remain in Licensee. SECTION 4. TER 1l, WAIVER. AND 1rjOff EL. 4.1 The term of this Agreement will commence on the date of execution and will continue until terminated by either party, with or without cause, which termination shau be effective following THlKf Y (30) HAYS advance written notice of termination given the other party. 4.2 If Licensee defaults in the performance of any obligations incumbent upon it to perform hereunder CITY may terminate this Agreement and the rights extended to Licensee hereunder at any time, effective at the end of thirty (30) days following the date CITY shall provide written notice of termination to Licensee, which notice slab specify such default(s). Licensee shall have such thirty (30) day period to correct and cure the specified defaults, and if so corrected and dared, to the satisfaction of CITY, this Agreement shall not be terminated but shall continue in full force and effect. 4.3 Licensee aclmowledges and agrees that the license granted herein is temporary, non-trawferable, and merely a permissive use of the Property pint to this Agreement. Licensee further acknowledges and agrees that it specifically assumes the risk that the license pursuant to this Agreement may be terminated before Licensee has realized the economic benefit of the cost of installing, con mcting, repairing, or maintaining the improvements, and Licensee hereby waives and estops itself from asserting any claim that the license is in any way irrevocable because Licensee has expended funds on the Improvements and the Agreement has not been in effect for a period sufficient for Licensee to realize the economic benefit from such expenditures. _ SECTION. $.. EEE,. There is rano fee for the Licensee's Authorized. Use of the Property wWer this Agreement. CTI iN 6. MAINTENAN..CE' FAILURE TO TAW RELOCATION C►F UTILITIB 6.1 At its sole cost and expense, Licensee shall maintain the Improvements in good condition and repair and as required to satisfy applicable laws, the policies of CITY and LICENSE AGREEMENT - Pop 2 90/Z0 3E)Vd ONI ON LE98ZEE80Z E9:60 600Z/ZZ/90 sound engineering practices. Lim shall, have access over, across and under the Property for the purposes of accomplishing such repair and maintenance. 6.2 If the property is damaged as a result of (i) the performance by Licensee of the maintenance required by section 6.1, or the failure or neglect to perform such maintenance; and/or (ii) Licensee's design, installation or use of the Improvements, regardless of cause; at its sole cost and expense Licensee shall forthwith correct mch deficiency and restore the Property to the sane condition it was in prior thereto, and if Licensee shall fail or neglect to commence such correction and restoration within twenty-four (24) hours of notification thereof, CITY may proceed to do so, in which event 'Licensee agrees to reimburse CITY for the costs and expenses thereof, including, without limitation, remnable compensation for the use of staff and equipment of CITY. SECTION 7. PERMIT.... If the proposed const action and installation of the - Improvements, or any reconstruction, relocation or mainte wnCe thereof requires Licensee to obtain a hermit under CITY policies, Licensee shall first obtain such permit from CITY before commencing such work, and pay the required fees and otherwise comply with the conditions set forth therein, ,SE+CTION sm zQ nTLE IN LICENSE. Licensee shall have no right, title or interest in or to the Property other than the right to temporarily use the same punuant to the terms of this Agreement. Com, TION 9. NO COS.7 M CITY. Any and all costs and expenses associated with Licensee's Authorized Use of the Property, or any construction or installation of Improvements thereon, or the repair and maintenance thereof, or the relocation of Improvements or utilities thereon, or the restoration thereof at the termination of this Agreement, shall be at the sole cost and expense of Licensee. SECTION 10. TAXES ANIS ASSESSMENTS. Licensee agrees to pay all special assessments and personal property taxes that may be levied and assessed on the Improvements during the term of this Agreement. SECTION.. 1.1.. RESTORATION ON TER�TION. Upon termination of this Agreement, Licensee will promptly remove all Improvements and restore the Property to at least its present condition. Should Licensee fail or neglect to promptly remove the Improvements and restore the Property, CITY may do so, and assess Licensee for the costs thereof Provided, CITY and Licensee may agree in writing that some or all of such Itariprovements are to remain on. the Property following termination, and by entering into such an agreement Licensee thereby disclaims all right, title and interest in and to the some, and hereby grants such Improvements to CITY, at no cost. Further provided, if the Authorized Use of the Property under this Agreement LICENSE AGREEMENT - Page 3 90/60 39Vd ONI 6Od t6981EE80Z 69:60 600Z/ZZ/90 is for landscaping in CITY right-of-way and the irrigation and maintenarx a thereof, and the general purpose government with jurisdiction has adopted ordinances, roles and regulations governing the landscaping and main tenanc a of such right-of-way by owners of the adjacent property, to the extent such owners are obligated to maintain and irrigate the landscaping Licensee need not remove the same from the Property. SECTION - 12. INU MMCATION. Licensee hereby indemnifies and holds CITY harmless ,from and against any and all claims or actions for loss, injury, death, damages, mechanics and other liens, arising out of the failure or neglect of Licensee, Licensee's employees, contractors and agents, to properly and reasonably make Authorized Use the Property or properly construct, install, plant, repair or maintain. the Improvements thereon, or that otherwise result front the use and occupation of the Property by Licensee, and including any attorney fees and costs that may be incurred by CITY in defense of such claims or actions indemnified against by Licensee hereunder. For claims or actions arising out of failures or neglects occurring during the term of this Agreement Licensee's obligations pursuant to this section shall aurvi've the termination of this Agreement, SECTION 13. QQWMANCE WIM LAW WASTE AND WASA ES PR I�BITED. In connection with Licensee's use of the Property; throughout the term of this Agreement Licensee covenants and agrees to: (i) comply and observe in all respects any and all, federal, state and local statutes, ordinances, policies, rules and regulations, including, without limitation, those relating to traffic and pedestrian safety, the Clean Water Act and/or to the presence, use, generation, release, discharge, storage or disposal in, on or under the Property of any Hazardous Materials (defined as any substance or material defined or designated as hazardous or toxic waste, material or substance, or other similar term, by any federal, state or local environmental statute, regulation or occurrence presently in effect or that may be promulgated in the future); (ii) obtain any and all permits and approvals required by CITY or any other unit of government; and. (iii) commit no waste or allow any nuisance on the Property. Licensee covenants and agrees to indemnify and hold CITY harrmless from and against any and all claims, demands, damages, liens, liabilities and expenses (including without limitation, reasonable attorneys! fees), arising direedy or indirectly from or in any way connected with the breach of the foregoing covenant. 'These covenants shall survive the termination of this Agreement. SECTION 4- ASSIONNIFNT_ Licensee cannot sell, assign or otherwise transfer this Agreement, the license herein extended, or any of its rights hereunder except with the prior written consent of CITY, which consent will not be granted unless the assignee assumes all obligations, warranties, covenants and agreements of .Licensee herein contained. SECTION 15, ATTORNE`SCS'. FEES. In any suit, action or appeal therefrom to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorneys' Fees. SECTION 16. NOTICE. Any notice under this Agreement shall be in writing and be delivered in person or by public or private 24-hour overnight courier service (sen long as such service provides written confirmation of delivery). All notice shall. be addressed to the party at LICENSE AGREENffiNT - Page 4 90/b0 39Vd DNI ODA LEGB16EBOZ 69:60 600Z/ZZ/90 the address set forth below or at such other addresses as the parties may from time to time direct in vvriting by notice given the other. Any notice shall be deemed to have been given on (a) acral delivery or refusal, or (b) the day of delivery to the overnight courier. If to Licensee: Flatbread Community Oven Lisa Lumsden, President 3139 S. Bown Way Boise, ID 83706 If to CITY: City of Meridian Attention, City Clerk 33 East Broadway Avenue Meridian, Iii $3642 SECT�IQ r �7SLICt"EStS AND ASSIGNS. This Agreement, the license herein extended, and the covenants and agreements herein contained shall inure to the benefit of and be binding upon the parties hereto and their successors and, if consented to by CITY under Section 14, Licensee's assigns. SECTION 18. E . All exhibits attached hereto and the recitals contained herein are incorporated herein as if set forth in full herein. SECTION 19. INTO REC f3ATION. This Agreement shall not be recorded in the Official Real Property Records of Ada County, Idaho. SECTION 20. RM—aAMN-0. Licensees at their sole cost and expanse shall maintain public liability and property damage insurance with a minimum liability limit of One MillMon Dollars per occurrence or claim and One Million Dollars ira the aggregate insuring to such limits against all liability of Licensee's arising out of and in connection with its use or occupancy of the Property hereunder. The limits of such insurance coverage shall not limit the Licensee's liability hereunder. Licensee shall provide CITY with a cer0ficate of insurance listing. CITY as an additional insured and indicating that the roquired insurance in the required amours is in full force and effect. SECTIQN 21 WARRANTY OF AUT OR T'Y TO E- CUTE. 21.1.1 The person executing this Agreement on behalf of CITY represents and warrants due authorization to do so on behalf of CITY, and that upon execution of this AgreersseK the same is binding upon CITY. 21.1.2 The person executing this Agreement on behalf of Licensee represents and warrants due authorization to do son on behalf of Licemee, and that upon execution of this agreement, the same is binding on Licensee. LICENSE AGREEMENT - Page 5 90/90 39VJ ONI 003 L698TE68OZ 69:60 600Z/ZZ/90 fN WITNESS WHEREOF, the undersigaed have caged this Agmcment to be exw tted the day, month and year first set forth above. Com' OF MERIDUN FI:,A►TBRE" COl EMRJN,I7."Y' OVEN, INC BY: Lisa Lumsden, President LICENSE A.O EMENT - Page 6 90'90 39dd ONI 003 LESBIEE80Z 69:60 600Z/ZZ/90 Jun Zu UU vsae ? MIKL ULUKE ZO$7i07024 p.2 CmmmercW Cerfificate of Insurance�, £ s' 4& As,,7 . XELKE INsU�a? . G6Nt CY Naute . NUCHAEL D BEM 1522 MAIN S"iRMT Tww Date WWDt)rM 061 3109 Adds • LEWIS-ION, IDAHOI 53501 a noapfit/et o�t/y�ot�aaga��. opn�{ad�o��r�ayt��� coz 'y1.M c}g}tt� SmW b;hj�f �/yd/�a . /�5/mo�1r�1�g pm the c tftat k& . hh .nF d&m M+V+ii w P�1AgW. AW. 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Tom°= c'#Nuance Paabrp lhlumberfration W �Effefte oaumm 1�r Lits C Gbr" Liabildy 919310 05M5169 W05110 $ 4ti000,000 X CommercW Gw=1 6 l laittlfity A $ 4,0M,000 PC _ tt , 11 Fesso�l & AdvMbft z ' $ 2,000,000 Core�actuei - Inadesuat tach t)sxucrosce S 2,004,(1+70 0* Fhe 4hvnw & Caa7raCtuts Prot. i 1n}'a5R1 $ 100,1100 � $ 5,000 �wttttnaaatt Liabifity 6 �onaww unit Auhts4 Commersiat Limit $ I Ssiu�duiedAutca In (pers+! $ I•Iim d Auks .Nan-Omed Autos 9 $ GwW Liability Prapffq Danewb Umbffift w6iiity Undt 3 c, and Bach Avddmt $ mrd ps- •9ti. q E � - Eeh � S pi�S+E-'P"I¢ �p�tx+orx a� Cape►atinrys/'Vehi�lesiRestr�rtton815p�ia1 i#eats: CERTMCAn HOLDER IS ALSO LISTED AS AN ADDITIONAL INSURED PROPERTY LOCATION. $30 Al MAIN sTRnT, Sum A, wimm, IDAHO 83 Cwdfk& koldff Camdwm . CITY OF MIMMLkN Sl Wd any of the tib dmrftmd peitclm be =xdW befin the corn= date None kif,BWDLA-N, IDAHO 83642 dNO&A rhe bsal"g aornp W wM endeavor to nnI 3©&p mom awe to the & cecii = iml4er x to the te1k, but tallur a to mail such note deli inyspe>se M Address ObWas OR &bft of any hind ttp m the emnpoy. itsagmts nar fives. MILL D BEU,(i<.E AutG-G-0 Copt rMsttfn: ice enter Copy aandd Agent`s Copy Ml