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Pacific West Builders, Inc. License Agreement Storage at MPR Maintenance Facility LICENSE AGREEMENT WITH PACIFIC WEST BUILDERS, INC. FOR STORAGE OF MATERIALS AT MERIDIAN PARKS & RECREATION MAINTENANCE FACILITY This LICENSE AGREEMENT is made and entered into this 14th day of April 2020 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Pacific West Builders, Inc. ("Licensee"), a general business corporation organized under the laws of the State of Idaho. WHEREAS, Licensee temporarily removed from the streetscape bordering Licensee's construction site in downtown Meridian, on Main Street between Broadway Avenue and Idaho Avenue, items and materials enumerated in Exhibit A hereto ("Stored Items"); WHEREAS, Licensee seeks to store the Stored Items, outdoors, at the Meridian Parks and Recreation maintenance facility; WHEREAS, the City Council of the City of Meridian hereby finds that the issuance of a license for Licensee's storage of the Stored Items is not detrimental to the public interest, and is willing, upon the terms and conditions enumerated in this Agreement, to provide non-exclusive, temporary use of the Licensed Premises for the purposes stated herein; and WHEREAS, the City Council of the City of Meridian hereby finds that the Licensed Premises are not otherwise needed for City purposes; 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 City 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 non-exclusive, temporary license to store the Stored Items next to the Meridian Parks and Recreation maintenance facility, outdoors, on property owned by City, located at 1700 E. Lanark Street, in Meridian, Idaho ("Licensed Premises"). II. Use of Licensed Premises. Licensee's use and occupancy of the Licensed Premises shall be limited to temporary storage of the Stored Items, as enumerated in Exhibit A. Licensee shall not use the Licensed Premises for any other purpose without prior written consent of the City. III. Term. The term of this Agreement shall be deemed to have commenced on the Effective Date and the initial term shall terminate at 11:59 p.m. on February 28, 2022, unless earlier terminated by either Party by the method established herein. IV. Rights and responsibilities of Licensee. With regard to Licensee's use and occupancy of the Licensed Premises under this Agreement, Licensee shall be responsible for each and all of the following. LICENSE AGREEMENT WITH PACIFIC WEST BUILDERS,INC. FOR STORAGE OF MATERIALS AT MPR MAINTENANCE FACILITY PAGE I OF 5 A. Right of entry. Licensee and Licensee's contractors, employees, agents, and invitees to access the Licensed Premises, during City business hours, in order to inspect, maintain, or retrieve the Stored Items, subject to the availability of City staff to accompany Licensee. Licensee shall not access, or attempt to access, the Licensed Premises, without accompanying City staff. Licensee shall provide to City a request for access at least one (1)business day in advance. B. Acceptance as is. Licensee acknowledges that Licensee has inspected the Licensed Premises 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 Premises, and Licensee accept the Licensed Premises "as is." C. Indemnification. Licensee specifically indemnifies City and holds City harmless from any loss, liability, claim,judgment, or action for damages or injury to Licensee, Licensee's employees, agents, guests or invitees; or damage to or partial or total loss of the Stored Items; or to arising out of or resulting from the condition of the Licensed Premises or other 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 Premises 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. D. Liability insurance. Licensee shall maintain, and specifically agrees that Licensee will maintain throughout the term of this Agreement insurance adequate to cover any loss, liability, claim,judgment, or action for damages or injury to Licensee, Licensee's employees, agents, guests or invitees; or damage to or partial or total loss of the Stored Items. The limits of Licensee's 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. City shall not maintain property or other insurance on Licensee's behalf. V. Rights and responsibilities of City. With regard to Licensee's use and occupancy of the Licensed Premises under this Agreement, City shall be responsible for the following. LICENSE AGREEMENT WITH PACIFIC WEST BUILDERS,INC. FOR STORAGE OF MATERIALS AT MPR MAINTENANCE FACILITY PAGE 2 OF 5 A. Allow entry. City and City's employees shall be authorized to allow Licensee to access the Licensed Premises in order to inspect, maintain, or retrieve the Stored Items, subject to the terms of this Agreement and the availability of City staff to accompany Licensee. B. No support. City shall not provide support, monitoring, or administration services related to Licensee's use and occupancy of the Licensed Premises and/or the Stored Items. VI. General provisions. A. Termination. Either party may terminate this Agreement for convenience or for cause. Termination shall be effective thirty(30) days following mailing of written notice. Licensee agrees that upon termination or expiration of this License Agreement, Licensee shall remove all of its personal property from the Licensed Premises and surrender the Licensed Premises to City in the same good condition as received. Licensee agrees to surrender possession and occupancy of the Licensed Premises peaceably at the termination of this Agreement and any renewal or extension thereof. Licensee shall be responsible for restoration or repair of the Licensed Premises necessitated by damage caused by Licensee's use under this Agreement beyond reasonable wear and tear, act of God, act of nature, or damage by weather. B. Notices. All notices, statements, and reports required or permitted by this Agreement shall be in writing and sent by e-mail or by U.S. mail, postage prepaid, with return receipt requested. Notices shall be addressed as follows: If to Licensee: If to City: Caleb Roope, President City of Meridian Pacific West Builders, Inc. Attn: Parks & Recreation Dept. Director 430 E. State Street, Suite 100 33 E. Broadway Avenue Eaglc, ID 83616 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: 1. Any special, punitive, incidental or consequential damages (including, without limitation, for any lost profits or costs of procurement of substitute goods); and 2. 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 Premises. Licensee shall have no authority or responsibility to exercise any rights or power vested in City. The selection and LICENSE AGREEMENT WITH PACIFIC WEST BUILDERS,INC. FOR STORAGE OF MATERIALS AT MPR MAINTENANCE FACILITY PAGE 3 OF 5 designation of the personnel of City in the performance of this agreement shall be made by City. 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, sublet or transfer the Licensed Premises, 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. 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. H. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. 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. Licensee: Caleb Roope, President Pacific West Builders, Inc. CITY OF MERIDIAN: Attest: BY: Robert E. Simison, Mayor Chris Johnson, City Clerk LICENSE AGREEMENT WITH PACIFIC WEST BUILDERS,INC. FOR STORAGE OF MATERIALS AT MPR MAINTENANCE FACILITY PAGE 4 OF 5 EXHIBIT A: STORED ITEMS 8,792 BRICK PAVERS 1 RECYCLE BIN - „; '7ijf� 1,496 INTERLOCKING PAVERS 1, 1, 1 PLANTER + 44 4 TRASH CAN ENCLOSURES 7 LIGHT POSTS 1 GREEN METAL BENCH Ic u r NIS i1►F4N wr��lll1►�����f4""-1►� - v �11► "Imm 48 TREE GRATES 4 BENCHES LICENSE AGREEMENT WITH PACIFIC WEST BUILDERS,INC. FOR STORAGE OF MATERIALS AT MPR MAINTENANCE FACILITY PAGE 5 OF 5