HomeMy Public PortalAbout2022.08.30 License Agreement Chubby Squirrel LLCInstrument # 452354
VALLEY COUNTY, CASCADE, IDAHO
08-30-2022 10:46:32 No. of Pages: 13
Recorded for: CITY OF MCCALL
DOUGLAS A. MILLER Fee: $0.00
Ex -Officio Recorder Deputy: AMF
Electronically Recorded by Simplifile
When recorded, return to:
Chubby Squirrel, LLC
350 N. 9th Street, Suite 200
Boise, Idaho 83702
Attn: Tracy V. Vance, Esq.
TEMPORARY LICENSE AGREEMENT
THIS TEMPORARY CENSE AGREEMENT (the "Agreement") is made and
entered into this 3(j day of US -F— , 2022, by and between Chubby
Squirrel, LLC, an Idaho limited lia ility company ("Licensor") and The City of McCall
(the "City").
RECITALS
A. Licensor owns the real property located west of 3rd Street (Highway 55) and
south of Deinhard Lane, in the City of McCall, Valley County, Idaho, depicted as "Parcel
A" in Exhibit A and more particularly described on Exhibit B, both exhibits attached to
and made a part of this Agreement (the "Property").
B. The City desires a license to use the portion of the Property located adjacent
to 3rd Street (Highway) depicted as "Proposed License Area" on Exhibit C and more
particularly described in Exhibit D, both exhibits attached to and made a part of this
Agreement (the "Licensed Property"), for the limited purposes set forth in this Agreement.
Licensor is willing to extend such license to the City, upon the terms set forth in this
Agreement.
C. This Agreement shall not be operated or be construed in any way to revoke,
alter or amend any existing easements in favor of the City or the Public over, through or
across the Property.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
representations, covenants and agreements set forth in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement do hereby
covenant and agree as follows:
1. License; License Not Exclusive.
1.1 On the terms and conditions set forth in this Agreement, Licensor hereby
extends to the City a license on, over, across and under the Licensed Property for the
following uses and purposes ("Authorized Use") and no others:
LICENSE AGREEMENT — CITY OF McCALL 1
License_Agreement.McCall 3rd Street.CL.2022.05.10.D.TVV
When recorded, return to:
Chubby Squirrel, LLC
350 N. 9th Street, Suite 200
Boise, Idaho 83702
Attn: Tracy V. Vance, Esq.
TEMPORARY LICENSE AGREEMENT
THIS TEMPORARY CENSE 4GREEMENT (the "Agreement") is made and
entered into this SO day of ut , 2022, by and between Chubby
Squirrel, LLC, an Idaho limited lia ility company ("Licensor") and The City of McCall
(the "City").
RECITALS
A. Licensor owns the real property located west of 3`d Street (Highway 55) and
south of Deinhard Lane, in the City of McCall, Valley County, Idaho, depicted as "Parcel
A" in Exhibit A and more particularly described on Exhibit B, both exhibits attached to
and made a part of this Agreement (the "Property").
B. The City desires a license to use the portion of the Property located adjacent
to 3rd Street (Highway) depicted as "Proposed License Area" on Exhibit C and more
particularly described in Exhibit D, both exhibits attached to and made a part of this
Agreement (the "Licensed Property"), for the limited purposes set forth in this Agreement.
Licensor is willing to extend such license to the City, upon the terms set forth in this
Agreement.
C. This Agreement shall not be operated or be construed in any way to revoke,
alter or amend any existing easements in favor of the City or the Public over, through or
across the Property.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
representations, covenants and agreements set forth in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement do hereby
covenant and agree as follows:
1. License; License Not Exclusive.
1.1 On the terms and conditions set forth in this Agreement, Licensor hereby
extends to the City a license on, over, across and under the Licensed Property for the
following uses and purposes ("Authorized Use") and no others:
LICENSE AGREEMENT — CITY OF McCALL 1
License Agreement.McCall_3rd Street.CL.2022.05.10.D.TVV
The City shall have access to the Licensed Property for the purpose
of reasonable maintenance of the landscaping identified on Exhibit C
("Improvements'), which maintenance shall include maintaining,
certain features consisting of grass, trees, perennials, and landscape
irrigation system in accordance with standard City requirements for
other similarly situated sidewalk and improvements located in the City
of McCall and along 3rd Street (Highway 55). City shall not be
responsible for the replacement or repair of any damaged Improvements
that is not caused by City's maintenance of the Improvements. The City
may also access and enter upon the Licensed Property for the purpose
of removal of snow as required by the City for other similarly situated
sidewalk and improvements located in the City of McCall and along 3rd
Street (Highway 55).
1.2 This Agreement does not extend to the City the right to use the Licensed
Property to the exclusion of Licensor to the extent authorized by law. The City's
Authorized Use is subject to Licensor's rights to use the Licensed Property provided
Licensor's use does not severely impact or materially impair the City's Authorized Use.
The City's Authorized Use is also subject to the rights of holders of easements of
record or obvious on inspection of the Licensed Property. In addition, this Agreement
it is not intended to, and shall not, preclude or impede the ability of Licensor to enter
into other similar agreements in the future allowing third parties to also use the
Licensed Property provided said use does not impact or impair the City's Authorized
Use.
2. Construction or Installation of Improvements. Any repairs or maintenance
of the Improvements shall be as required to satisfy applicable laws, the City's policies
and good engineering practices.
3. Waiver and Estoppel Statement by the City. The City acknowledges and
agrees that the license granted herein is temporary, non -transferable, andmerely a
permissive use of the Licensed Property pursuant to this Agreement. The City
hereby waives and estops itself from asserting any claim that the license is in any way
irrevocable because the City has expended funds on the Improvements.
4. Term. The term of this Agreement will commence upon the date of this
Agreement and will continue thereafter. Either the Licensor or the City may terminate
this Agreement, with or without cause, which termination shall be effective following
30 -days advance written notice of termination given to the other party.
5. Fee. There is no fee for the City's Authorized Use of the Licensed Property
under this Agreement.
LICENSE AGREEMENT — CITY OF McCALL 2
6. Maintenance, Failure to Maintain, Relocation of Utilities.
6.1 Licensor, at its sole cost and expense, shall construct and install the
Improvements, and within Two Hundred (200) days of written notice, provide any
plant material or landscaping replacement reasonably required to maintain the
Licensed Property Improvements consistent with the Landscaping Plan at Exhibit D.
6.2 At its sole cost and expense, the City shall conduct the Authorized Use
according to all applicable laws, ordinances, and the standard policies of the City along
3rd Street and sound engineering practices. The City shall have access over, across and
under the Licensed Property for the purposes of accomplishing such snow removal, repair
and maintenance.
6.3 If any of the remainder of Licensor's Property adjacent to the Licensed
Property is damaged as a result of the performance by the City of the Authorized Use,
the City, at its sole cost and expense, shall correct such damage and restore the Property
and the Licensed Property to the same condition it was in prior to the occurrence of
such damage.
6.4 Notwithstanding the provisions of section 6.2, should an emergency
exist related to the City's use of this license which threatens the stability or function
of the Property or the Licensed Property or the safety of the public use thereof,
Licensor shall have the right to immediately perform emergency repairs.
7. Permit. If any proposed reconstruction, relocation or maintenance of the
Improvements requires the City to obtain a permit or approval from the Idaho
Department of Transportation ("ITD"), the City shall first obtain such permit or
approval before commencing such work, and otherwise comply with the conditions set
forth therein.
8. No Title in the City. The City shall have no right, title or interest in or to the
Licensed Property other than the right to temporarily use the same pursuant to the
terms of this Agreement.
9. Restoration on Termination. The City may terminate its use and occupancy
of the license herein granted at any time in accordance with section 4 above. Upon
termination of this Agreement, the City shall vacate and cease to access and use the
Licensed Property leaving the same in similar condition as presented to the City normal
wear and tear excepted, and excepting any damage caused or proximately caused by
Licensor.
10. Indemnification. Only to the extent permissible under Idaho law, including but
not limited to the provisions of Idaho Constitution Article VIII Sect. 4, the City hereby
indemnifies and holds Licensor harmless from and against any and all claims or actions
LICENSE AGREEMENT — CITY OF McCALL 3
for loss, injury, death, damages, mechanics and other liens, arising out of the failure or
neglect of the City, the City's employees, contractors and agents, to properly and
reasonably make Authorized Use of the Licensed Property or properly repair or
maintain the Improvements thereon, and including any attorney fees and costs that
may be incurred by Licensor in defense of such claims or actions indemnified
against by the City hereunder. Only to the extent permissible under Idaho law,
including but not limited to the provisions of Idaho Constitution Article VIII Sect. 4,
for claims or actions arising out of failures or neglects occurring during the term of
this Agreement, the City's obligations pursuant to this section shall survive the
termination of this Agreement.
11. Compliance with Law; Waste and Nuisances Prohibited. In connection with
the City's use of Licensed Property, throughout the term of this Agreement the City
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, (ii) obtain any and all permits
and approvals required by any other unit of government; and (iii) commit no waste or
nuisance on the Licensed Property. These covenants shall survive the termination of
this Agreement.
12. Assiinment. The City shall not sell, assign or otherwise transfer this
Agreement, the license herein extended, or any of its rights hereunder except with the
prior written consent of Licensor, which consent will not be granted unless the assignee
assumes all obligations, warranties, covenants and agreements of the City herein
contained.
13. Attorneys' 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.
14. Notice. Any notice under this Agreement shall be in writing and be delivered
in person, or by United States Mails, postage prepaid, or by public or private 24 -hour
overnight courier service (so long as such service provides written confirmation of
delivery), or by verified electronic transmission. All notices shall be addressed to the
party at the address set forth below or at such other addresses as the parties may from
time to time direct in writing by notice given the other. Any notice shall be deemed
to have been given on (a) actual delivery or refusal, (b) three days following the day
of deposit in the United States Mail, (c) the day of delivery to the overnight courier, or
(d) the day of verified electronic transmission.
Licensor:
Chubby Squirrel, LLC
350 N. 9th Street, Suite 200
Boise, Idaho 83702
Attn: Michael N. Fery
LICENSE AGREEMENT — CITY OF McCALL 4
The City:
City of McCall
216 E. Park St.
McCall, ID 83686
Attn: Parks Department
15. Successors 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 Licensor under
Section 12, Licensor's assigns.
16. Exhibits. All exhibits attached hereto and the recitals contained herein are
incorporated herein as if set forth in full herein.
17. Recordation. This Agreement may be recorded by either party upon execution
in the official real property records of Valley County, Idaho.
18. Warranty of Authority to Execute.
18.1 The person executing this Agreement on behalf of the City represents
and warrants due authorization to do so on behalf of the City, and that upon execution
of this Agreement on behalf of the City, the same is binding upon, and shall inure to
the benefit of, the City.
18.2 The person executing the Agreement on behalf of Licensor represents
and warrants due authorization to do so on behalf of Licensor, and that upon execution
of this Agreement on behalf of licensor, the same is binding upon, and shall inure to
the benefit, of Licensor.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be executed the day, month and year first set forth above.
LICENSE AGREEMENT — CITY OF McCALL 5
CHUBBY SQUIRREL:
dChubby Squirrel, LLC,
an Idaho limited liability company
By: Michael ery, its Manager
STATE OF IDAHO )
) ss.
County of Ada )
The foregoing instrument was acknowledged before me on
Michael N. Fery, as the Manager of Chubby Squirrel, LLC,
liability company.
0
TRACY V. VANCE
COMMISSION #31149
NOTARY PUBLIC
STATE OF IDAHO
MY COMMISSION EXPIRES 12/16/2022
, 2022 by
Idaho limited
y c fission Expires: l2-/-1s)21-
LICENSE AGREEMENT — CITY OF McCALL 6
CITY:
City of McCall
By: ' o er S. C, i eS
Its: (*sup(
STATE OF IDAHO )
) ss.
County of Ada )
The foregoing instrument was acknowledged before me n 30 20_22 by
, as the W4.y0 r- of e �t� c� eCcik
BESSIEJO WAGNER
COMM NO. 52467
NOTARY PUBLIC
STATE OF IDAHO
MY COMMISSION EXPIRES. JULY 24, 2026
LICENSE AGREEMENT — CITY OF McCALL 7
EXHIBIT A
RECORD OF SURVEY
JVR
ROB COT,LINS
LOCATED IN
LOC.-IA V IN THE Ir 1/2 OF 77-fE S I/2 OF Sht'Ii0N 16, T.IBA+, E3 , RA,
CITY OF YeC(LL VALLEY. COUNTY IDAHO
11ARC1I 2005
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LICENSE AGREEMENT — CITY OF McCALL 8
EXHIBIT B
Description of Premises
A PARCEL OF LAND LOCATED IN THE NORTH 1/2 OF THE SOUTH 1/2 OF SECTION 16,
TOWNSHIP 18 NORTH, RANGE 3 EAST, BOISE MERIDIAN, MCCALL, VALLEY COUNTY,
IDAHO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTH 1/4 CORNER OF SAID SECTION 16;
THENCE, NORTH 00° 36' 00" EAST A DISTANCE OF 2047.38 FEET TO THE EAST RIGHT OF
WAY OF STATE HIGHWAY 55;
THENCE, NORTH 16° 46' 22" WEST A DISTANCE OF 50.22 FEET TO THE POINT OF
BEGINNING;
THENCE, NORTH 16° 46' 22" WEST A DISTANCE OF 210.05 FEET;
THENCE, DEPARTING SAID RIGHT OF WAY SOUTH 89° 35' 40" EAST A DISTANCE OF
477.22 FEET;
THENCE, SOUTH 00° 35' 42" WEST A DISTANCE OF 198.10 FEET;
THENCE, NORTH 89° 57' 05" WEST A DISTANCE OF 414.53 FEET TO THE POINT OF
BEGINNING.
LICENSE AGREEMENT — CITY OF McCALL 9
EXHIBIT C
Proposed License Area
[on following page]
LICENSE AGREEMENT — CITY OF McCALL 10
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EASEMENT INSTRUM ENT NO .
160239 BURIED TELEPHONE
(CONTINENTAL TE
LEPHONE OF THE WEST)
•
RPM00000168060
R & S HOTELS LLC
211 S. 3RD ST
MCCALL, ID 83638
-9 i
SH55
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EASEMENT INSTRUMENT NO,
288420PERMANENT LANDSCAPING,
PEDESTRIAN, AND UTILITY ro
EA SEM ENT
(Hatched Blue Area
•
RPM00000168022
CHUBBY SQUIRRELL LLC
209 S. 3RD ST
MCCALL, ID 83638
= Prop osed License Ar ea
ro
•
RP 9400000167960
LN REAL ESTATE LLC
400 E. DEINHARD LANE
MCCALL, ID 83638
R EVISIO N
BY
DATE
DESIGN
E. DETERS
DRAWN
J. STURM
CHECKED
IC OIR11L7SON
A PPRO VED
HCAR TER
HORROCKS
0E/GINGERS
2775 W. Navigator Dr.
So lle 210
M erldlen, ID 83642
(208)-895-2520
City of McCall
PUBLIC WORKS DEPARTMENT
815 N. SAM SO N TRAIL
M CCA LL, IDAHO 83638
208.634.8943
Parcel
Parcel ID
Na . 10Numb er
In40400016.032 C
RP MOS000167960 UN REAL
RP M00000164]20 VIC
VILL AGE McC ALL
C AR.000001 64715 I II. SIMPL OT C OMPANY
LL
R .a6,d oweer
RP M00000161645 5TA :,I DAHO
RPN0000 01614]5
RPN0600036163D
CITY OF McCALL
VALLEY COUNTY, IDAHO
DEINHARD LANE, SH-55 TO SA MSON TRAIL
SH-55
RIGHT OF WAY SHEETS
PAW
VERIFY SCALE
PROJECT OLa rwes d ream.,
DATE FIENOTE
DRAWING N O,
SHEET N0 .
3 OF 6
EXHIBIT D
Landscaping Plan
[on following page]
LICENSE AGREEMENT — CITY OF McCALL 11
General Notes
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LANDSCAPE PLAN
REVISION.
FILE NO .
PROJECT NO:
DRAWING'
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LANDSC APE PLAN