Full Text
546314 Moscow. I D #5869 LICENSE AGREEMENT THIS AGREEMENT is entered into as of theØ day of MIt-S±, 2011, by and between WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Grantor"); and THE CITY OF MOSCOW, a municipal corporation of the State of Idaho ("Grantee" or the "City"). WITNESSETH WHEREAS, Grantor is the owner of that certain parcel of land situated in Moscow, Idaho, described on Exhibit A and depicted on Exhibit B attached hereto (the "Property"); and WHEREAS, Grantee has requested from Grantor, and Grantor is desirous of granting to Grantee, a non-exclusive license to use the Property for a bus route and a bus stop in front of Grantor's store. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. License. Grantor does hereby grant to Grantee a non-exclusive license to use the Property for a bus route and a bus stop in front of Grantor's store, subject to the terms and conditions contained herein (the "License"). This License is for Grantee's operation of the bus route only, and Grantee's use of this License cannot interfere with Grantor's business operation; additionally, Grantee cannot park any vehicle on the Property except for bus parking in the location marked as bus stop in front of the store as part of normal bus operation on a normal bus schedule. 2. Condition of the Property. Grantee acknowledges that it is occupying the Property "AS-IS," and that Grantor has made no representation or warranty of any kind as to the condition of the Property or its fitness for Grantee's intended use. 3. Compliance with Laws. Grantee shall complyÙ with any and all applicable federal, state and local laws, ordinances, rules, regulations and orders (collectively "Laws") with respect to its use and occupancy of the Property, including, but not limited to, any and all Laws pertaining to health, safety or the environment (collectively "Environmental Laws"). Grantee agrees that it will not dispose of nor permit or acquiesce in the disposal of any waste regulated pursuant to the Environmental Laws ("Regulated Substances") on, under or around the Property or on any other portion of the Property. Grantee agrees that it shall not keep, store or use on the Property any Regulated Substances. In exercising any rights and privileges under this easement, Grantee shall comply with any and all applicable federal, state and local laws, rules, regulations, statutes, codes, orders and ordinances, including, but not limited to, those governing the prevention, abatement and elimination of pollution and/or protection of the environment and the employment of its workers. Grantee shall comply in all respects with all immigration laws, statutes, rules, codes and regulations, (ii) properly maintain all records required by the United States Citizenship and Immigration Services (the "USCIS"), including, without limitation, the completion and maintenance of the Form 1-9 for each of Grantee's employees, and (iii) respond in a timely fashion to any inspection requests related to such 1-9 Forms. Grantee shall fully cooperate in all respects with any audit, inquiry, inspection or 1522339.2 6/22/2011 ---PAGE BREAK--- 546314 investigation that may be conducted by the USC IS of Grantee or any of its employees. Grantor may, in its sole discretion, terminate this license immediately if, at any time during the term, Grantee violates or is in breach of any provision of this paragraph or the USCIS determines that Grantee has not complied with any of the immigration laws, statutes, rules, codes and regulations of the United States. Grantee shall require all subcontractors performing any work to make the covenants set forth in this paragraph. 4. Indemnification. Grantee agrees to indemnify, protect, defend and hold Grantor and Grantor's officers, directors, employees and agents harmless from and against any and all claims, damages, liabilities, judgments, costs (including reasonable attorney's fees), liens, expenses and penalties, whether now known or unknown, fixed or contingent, liquidated or unliquidated, arising out of or in any way connected to Grantee and Grantee's officers, directors, agents, servants, employees, customers, visitors, licensees, and invitees use and occupancy of the Property, or (ii) any third party's claim for personal injuries or property damages arising from Grantee's operation of the bus or any form of transportation as the case may be related to this License. 5. Release. Grantee forever releases, acquits, and discharges Grantor, Grantor's officers, employees and agents from any and all claims, damages, liabilities, judgments, costs, expenses, loss of income, losses due to business interruption, loss of services, actions and losses of actions, whether now known or unknown, fixed or contingent, liquidated or unliquidated, arising out of, alleged to arise out of or in any way connected with the condition of the Property or the use of the Property during the term of the License. 6. Grantor's Use. Grantor shall be permitted to enter upon the Property, including the Property, and conduct construction and maintenance activities on the Property so long as such activity does not materially limit Grantee's use of the Property pursuant to Section 1. 7. Duration. This License and the rights granted hereby shall bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This License will commence on May 1, 2011. This License will terminate automatically on April 30, 2021, and shall thereafter renew on an annual basis unless terminated as provided herein. Notwithstanding anything to the contrary, Grantor may terminate the License at any time upon five days written notice to Grantee (the "Termination Notice"). 8. Vacation and Abandonment. Upon receipt of the Termination Notice, Grantee shall immediately vacate the Property and remove all of its personal property therefrom and shall terminate any existing rights of occupancy or possession affecting the Property. Grantee shall be responsible for all fees and costs of such vacation and removal. Any property of Grantee left on or about the Property following 48 hours after the effective date of the Termination Notice shall be conclusively presumed to have been abandoned by Grantee and may be disposed of in any manner by Grantor in Grantor's sole discretion. 9. Right to Modify. Grantor reserves the right to modify or relocate any structure, improvement located on or in the Property or the configuration of the parking spaces located on the Property, in Grantor's sole discretion. 10. Insurance. Grantee shall, at its sole cost and expense, obtain and maintain in full force and effect throughout the term of this License, the following non contributing primary insurance policy, which shall name Grantor as an additional insured: 1522339.2 6/2212011 ---PAGE BREAK--- Commercial general liability insurance coverage against any liability to the public arising out of the use of the Property with limits of not less than $500,000.00 per occurrence and not less that $500,000.00 annual aggregate, covering bodily injury and property damage liability. 546314 11. Notice: All notices, requests, demands and other communications required under this Agreement shall be in writing and shall be deemed duly given and received if personally delivered, on the date of delivery, (ii) if mailed, three days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid and addressed as provided below, or (iii) if by a courier delivery service providing overnight or "next day" delivery, on the next business day after deposit with such service, addressed as follows: If to Grantee: If to Grantor: With a Copy to: City of Moscow 206 East Third Street Moscow, I D a384L 1 1 Attention: C! uKf'LL I Wai-Mart Real Estate Business Trust. (Store #5869) 5000 Marina Boulevard Brisbane, CA 94005 Attention: Mr. Kevin Sweet Wai-Mart Real Estate Business Trust. (Store #5869) 2001 S.E. 1 01h Street Bentonville, AR 72716-0550 Attention: Mr. Elvin Sutton Any party may change its above-designated address by giving the other party written notice of such change in the manner set forth herein. 12. Headings. The headings of the paragraphs contained herein are intended for reference purposes only and shall not be used to interpret the agreements contained herein or the rights granted hereby. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. [SIGNATURE PAGES FOLLOW] 1522339.2 6/22/2011 ---PAGE BREAK--- State of Arkansas: (Seal and Expiration Date) 1522339.2 6/22/2011 Jane Bennett County of Benton Notary Public- Arkansas My Commission Exp. [PHONE REDACTED] Grantor: WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware statutory trust 546314 Date: ---PAGE BREAK--- 546314 Grantee: CITY OF MOSCOW, a municipal corporation of the State of aha State of Idaho County of 1\ . The foregoing instrument was acknowledged before me this _5_Q_ day of , 2011, by G.o. Y'-1 g \ e.O..v.r , the .vv,sor- OF MOÖM×W,,1?1munic1pal corporation of the State of Idaho: onbealf of the City. LE I I; w,s- 67 ' • • • • (Seal and E J : . W - . . - . . . - - . . - \c . PUB"' o2 ' " . . ' · , 4/eof 'I I! I! I I 1522339.2 6/22/2011 ---PAGE BREAK--- 546314 EXHIBIT A (Legal Description of the Property) 1324567.1 8/11/2011 ---PAGE BREAK--- EXHIBITUA" LEGAL DESCRIPTION FOR BUS STOP A Portion of the Southwest Quarter of Section 12, T39N, R6W, BM, City of Moscow, Latah County, Idaho, more particularly described as follows: 546314 COMMENCING at the Northwest corner of Lot 1, Block 1 of Partial Replat of Hatley Addition to the City of Moscow recorded in the Latah County recorders office in Book 6 of Plats, Page 91; thence SO"l0'28"E a distance of 289.47 feet to the POINT OF BEGINNING, said point also being on the Easterly Right of Way line of War Bonnet Drive; thence N89"51'15"E a distance of 4.56 feet; thence S00"08'45"E a distance of 37.19 feet; thence N89"51'15"E a distance of 13.00 feet; thence S00"08'4S"E a distance of 24.00 feet; thence S89"51'1S"W a distance of 13.00 feet; thence soo•o8'45"E a distance of 38.24 feet; thence N9o•oo'OO"W a distance of 4.51 feet to the intersection with the Easterly Right of Way line of War Bonnet Drive; thence N00"10'28"W along said Easterly Right of Way line a distance of 99.41 feet to the POINT OF BEGINNING. ---PAGE BREAK--- 1324567.1 8/11/2011 EXHIBIT B (Depiction of the Property) 546314 ---PAGE BREAK--- r LINE L1 L2 L3 L4 L5 L6 L7 L8 I I I I