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LICENSE THIS LICENSE is made and executed by the Board of Trustees for the Moscow School District No. 281, 650 North Cleveland, Moscow, Idaho, 83843 (hereinafter "District"), and City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "City"). 1. License. For and in consideration of the public benefits derived from the uses herein described, and pursuant to Idaho Code § 33-601 the District grants permission to the City to use the herein described Premises for a paved pedestrian and bicycle pathway open to the general public and to be used as a recreational trail and other compatible uses subject to the terms set forth below. The City and the District intend and agree that the granting of this License does not and shall not create any public or private easement, right-of-way, or other property interest or expectation of use in or on behalf of the City or any other person or entity. 2. location. The Premises which are the subject matter of this License are situated on a lot owned by the District adjacent to Joseph Street in the City of Moscow, Latah County, State of Idaho; and shall consist of a twelve foot (12') wide strip generally following an existing foot path across the foregoing lot. See Exhibit A. The pedestrian and bicycle pathway shall consist of a ten foot impervious surface to be constructed to at least the minimum standard shown in the cross section on the attached Exhibit B. The total width of the Premises subject to this License shall be no more than twelve feet within which the pedestrian and bicycle path shall be located. The parties intend to revise or clarify this description of the Premises based upon survey(s) and/or plans relating to the subject pathway. 3. Construction and Maintenance of Pathway. During the term of this License, the City agrees to construct, install, maintain, renew, relocate, and/or remove the pedestrian and bicycle pathway at the City's sole expense. The City further agrees that prior to construction or installation of the pathway, the City shall, at its own expense, prepare plans for said pathway that will be submitted to the District. All construction or alteration of the pathway shall be subject to the approval of the District, which shall not be unreasonably withheld. Said pathway, and construction of the same, shall comply with all applicable federal, state, and local laws and ordinances. 4. Restoration of the Premises. The City specifically agrees to remove all improvements and restore the Premises to its original condition following notice of revocation, termination, or relocation, unless the District agrees to allow such improvements to remain on the Premises. 5. Indemnification. The City agrees to hold harmless, defend, and indemnify the District and its trustees, officers, employees, agents, contractors and representatives as against all actions, losses, liabilities, judgments, claims, demands, costs, damages or expense of any kind on account thereof, including attorney's fees and the costs of defense, which may be brought or made against the District, or which the District may pay or incur, by reasons of the City's use and occupancy of the Premises or the City's failure to perform any duty under this License, or which arise from any accident, incident, injury, damage, from whatever cause, to any person or property occurring in or about the Premises, except to the extent caused by the willful acts or omissions of the District or its trustees, officers, employees, agents, and representatives. Page 1 of 3 tcx:l1.ol ---PAGE BREAK--- 6. Term. Unless revoked or terminated as set forth below, the License hereby granted shall be in full force and effect for a period of twenty-five (25) years from the date of the execution of this License, upon which time this License will automatically expire unless extended in writing by and with the approval of the District. 7. Revocation and Termination. A Notwithstanding any other provision herein, this License may be revoked by the District or its authorized agent within six months written notice to the City. B. The City has entered into this License with the District in support of an application for an Idaho Department of Parks and Recreation Grant for construction of a bicycle and pedestrian pathway. Should the City not obtain said Grant by December 31, 2009, or be denied said Grant at any earlier time, this License will automatically terminate. A denial or failure to obtain the Grant within the foregoing time period shall constitute sufficient notice to the City of the termination of this License. C. Upon notice that the City is in violation of any provision of this License, the City shall have thirty (30) days to correct said violation, after which the District may terminate this License. 8. Relocation of the Path. Notwithstanding any other provision herein, the District may require the relocation of the Premises and pathway with six months' written notice to the City. The City's use and occupancy of any such relocated Premises or pathway will be subject to all the terms and conditions of this License. 9. Miscellaneous. A Any provision of this License that is found to be prohibited by law or is unenforceable shall not invalidate the remainder of this License. B. This License, including any attachments thereto, sets forth the entire understanding between the parties herein, and there are no other understandings or promises, written or verbal, not set forth herein, relating the subject matter hereof. This License may not be changed or supplemented, except by a writing executed by the City and the District. C. The failure of either party to enforce, at any time, any provision of this License shall in no way be construed to be a waiver of that or any other provision, nor in any way affect the validity of this License. D. The persons signing below on behalf of the parties represents that he or she has the full power and authority to enter into this License on behalf of such entity. E. All legal notices to be given by either party to the other shall be made in writing by hand delivery or by registered or certified mail, return receipt requested or by other method reasonably capable of proof of receipt thereof and addressed to the parties at their respective addresses first set forth above, or to such other address as either may designate from time to time to the other. Any notice shall be effective as of its date of receipt. Page 2 of 3 ---PAGE BREAK--- F. The headings of the sections of this License are for purpose of reference only, and shall not limit or affect its meaning. G. In any suit brought to enforce any provision of this License, the prevailing party shall be entitled to costs and reasonable attorney's fees. H. The City hereby agrees to reimburse the District for attorney's fees it has or may incur in reviewing the City's proposals to use and license the Premises and construct a bicycle and pedestrian pathway, up to a total of two hours at an hourly rate of one hundred forty-five dollars ($145). IN WITNESS WHEREOF, the parties have caused this License to be executed this day of F.e foy·u.o. , 2009, by and through their duly authorized representatives. MOSCOW SCHOOL DISTRICT NO. 281 CITY OF MOSCOW, IDAHO Dawna C. Fazio, Board Chair .de Candis R. Donicht, Superintendent ATTEST: Page 3 of 3