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EASTS ,DE MARKETPLACE LICENSE AGR',.;,_.MENT This License Agreement (the "Agreement") is made this 26th day of October, 1999, between Bennett Holdings, L.C., an Idaho limited liability company ("Owner") , and City of Moscow ("Licensee") . This License Agreement takes supersedes previous License Agreement dated the 1" of October 1999. RECITALS: A. Owner owns fee simple title to the Eastside Marketplace Shopping Center located in Latah County, State of Idaho, and more particularly described as follows: A tract of land located in the Southeast Quarter (SE 1/4) of Section Seventeen (17), Township Thirty-Nine (39) North, Range Five West, Boise Meridian, City of Moscow, Latah County, Idaho, more particularly described as follows: Beginning at a point on the Southerly Right-of-Way of White Avenue which is South 91.30 feet and S89°55'W 458.20 feet from the East Quarter (E 1/4) corner of said Section Seventeen (17), said Point also being S89°55'W 422.2 feet from the Westerly Right-of-Way of Mountain View Road; thence S89°55'W, along the Southerly Right-of Way of White Avenue, 839.30 feet to a point on the Easterly Right of-Way of Blaine Street; thence South, along the Easterly Right-of Way of Blaine Street, 145.94 feet to a point of curvature; thence Southwesterly, along a 965. 00' radius curve to the right, a distance of 3 73. 90 feet to a point; thence S22 o 12 along the Easterly Right-of-Way of Blaine Street, 49.59 feet to a point on the Northerly Right -of -Way of State Highway 8; thence S67°48 along the Northerly Right-of-Way of State Highway 8, 1003.57 feet to a point; thence North, 935.91 feet to the Point of Beginning and the last point of this description (the "Center"). B. Licensee desires to use the following described portion of the Center: space as marked on attac):led site plan within the space formerly known as Sears ("Licensed Premises"). C. Owner will agree to Licensee's use of the Licensed Premises upon terms and conditions as set forth in this Agreement. Owner and Licensee agree as follows: 1. GRANT OF LICENSE. Owner hereby grants to Licensee a license to use the Licensed Premises during the Term subject to all of the terms and conditions of this Agreement. 2 . The term of this Agreement (the "Term") shall commence on the 28th day of October, 1999, at 9, a.m. and terminate on the 31th day of October, 1999, at 12 midnight. 3. CONSIDERATION. Licensee shall pay to Owner as a consideration for the License granted by this Agreement the total sum of One Hundred Dollars ($100.00) clean up fee. 4. USE OF LICENSED PREMISES. Licensee shall use the Licensed Premises only for the following purpose(s): Fund raising for 1912 building to consist of a dance 7 pm - 10 pm, science exhibit 11 am - 8 pm, and several booths with various games and activities, 11 am - 7 pm. No outside vendors permitted. Any food used must be prepared in a commercial kitchen. Licensee shall not occupy or use the Licensed Premises for any purpose not authorized by this Agreement, nor make or permit any use of the Licensed Premises which directly or indirectly is forbidden by law, ordinance or governmental regulation or order, or which may be dangerous to life, limb or property or which increases the premium costs or invalidates any policy of insurance covering the Licensed Premises or the Center. Licensee shall also be subject to all reasonable rules and regulations imposed by Owner. Licensee shall during the Term at Licensee's own cost and expense keep in force by advance payment of premiums, public liability and property damage EASTSIDE MARKETPLACE LICENSE AGREEMENT - 1 ---PAGE BREAK--- insurance in an amount not less than ONE MILLION>'' 0LLARS 000, 000) per occurrence, insuring, protecting, indemnifying and defending Licensee and Owner against all liability, loss, damage or claim that may arise against them or either of them on account of any occurrences in or about the Licensed Premises or the Center during the Term in consequence of Licensee's use of the Licensed Premises. Said insurance shall be with an insurance carrier or insurance carriers satisfactory to Owner and shall not be subject to cancellation except after at least ten (10) days' prior written notice to Owner, and the policy for said insurance or a duly executed certificate of said insurance shall be delivered to Owner prior to Licensee's use hereunder. 5. INDEMNIFICATION. Licensee shall defend, indemnify and hold harmless Owner from all claims arising out of any injury or death to any person or damage to property arising from Licensee's and its customers, clients, invitees, agents, and employees use of the Licensed Premises and Center during the Term. 6. APPLICABLE LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho, and in the event that any suit or action shall be brought in connection with this Agreement, jurisdiction and venue of such suit or action shall properly lie in Latah County, Idaho. 7. ATTORNEY FEES. If either party commences an action against the other in connection with this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and costs of suit. IN WITNESS WHEREOF, the parties executed this Agreement as of the day and year first set forth above. OWNER: BENNETT HOLDINGS, L.C., an Idaho limited liability company By: t Nam : Shelley L. Bennett Tit e: Member Address: 1420 S. Blaine St. Moscow, ID 83843 LICENSEE: City of Moscow Name: Tit 1 e : pf2 Address: EASTSIDE MARKETPLACE LICENSE AGREEMENT - 2