This EVENT LICENSE AGREEMENT (this “Agreement”) is made effective the ___ day of ________________, 2024 (the “Effective Date”), by and between PJA HOLDINGS, LLC, a Utah limited liability company (“Owner”) and _____________________________________________________ (“Guest”), with an address of _________________________________________________________________________________.  Owner and Guest may be referred to collectively as the “Parties,” or individually as a “Party.”
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and based upon the mutual promises and subject to the terms and conditions set forth below, the Parties agree as follows:
  1. Use of License Area.  
  2. Owner grants Guest a temporary, revocable license (the “License”) to use and access the portion of the building located at 1520 N. Main Street, Springville, Utah 84663 depicted on Exhibit A, attached to this Agreement (which portion is referred to in this Agreement as the “License Area”). Guest and Guest Parties will comply with all applicable local, state, and federal laws, statutes, codes, acts, ordinances, rules, and regulations in their use of the License Area.
  3. The License Area may only be used by Guest for the sole and limited purpose of _________________________________________________________________________ (the “License Activities”). The License Area may not be used for any other purpose without Owner’s prior, written consent. Guest specifically agrees that neither it nor its invitees shall do or allow any of the following: (a) violate any local, state, or federal law, statute, ordinance, or regulation concerning the use of the License Area; (b) commit any public or private nuisance; (c) sale or promote alcoholic beverages, marijuana, tobacco products, or illicit drugs; (d) sale, rent, display, or distribute any sexually explicit or morally inappropriate (as determined by Owner in its sole discretion) or pornographic, lewd, obscene, or adult-oriented material; (e) smoke; and (f) overnight sleeping. Owner hereby reserves the right to use the Building for any purpose so long as Guest is able to continue performing the License Activities.
  4. Term. The License will commence on the Effective Date and will automatically terminate on _________________________ (the “Term”). Guest may only conduct the License Activities during the hours of 7:30 A.M. to 7:30 P.M.  
  5. License Fee. As payment for allowing Guest to perform the License Activities, Guest shall pay to Owner a license fee equal to ____________________ Dollars ($_________.00) (the “License Fee”). 
  6. Decorations. No literature, posters, cards, banners, circulars, flags or other promotional material or decoration shall be posted anywhere at the Building without the prior express written consent of Owner.
  1. DamagesGuest agrees to pay, within five (5) business days of Owner’s demand, for all damages to the Building and/or Owner’s property located within the Building that may be caused by Guest and its employees, agents, and invitees.  Guest shall keep and maintain all parts of the License Area and equipment used by Guest in performing the License Activities in a neat, clean, and first-class operating condition.
  1. Condition of the License Area and the Building.  Guest, by taking possession of the License Area, accepts the License Area and all aspects thereof in “as is,” “where is” condition, without warranties, either express or implied, “with all faults,” including but not limited to both latent and patent defects.  Guest and its employees and agents (collectively, the “Guest Parties”) shall enter upon the License Area at its/their sole risk and hazard, and Guest hereby releases Owner from any claims relating to the condition of the License Area and the entry upon the License Area by Guest, Guest Parties or Guest’s invitees.
  1. Inspection.  Owner and Owner’s agents and representatives shall have the right to enter and inspect the Building at any reasonable time for the purpose of inspecting the same or for the purpose of making any repairs Owner considers necessary or desirable. Upon the expiration or earlier termination of this Agreement, Guest shall notify Owner prior to vacating the License Area and shall arrange to meet with Owner for a joint inspection of the License Area prior to vacating. In the event Guest fails to give such notice or arrange such joint inspection, the findings of Owner’s inspection at or after Guest’s vacating the License Area shall be conclusively deemed correct for purposes of determining Guests’ responsibility for repairs and restoration.
  1. Indemnification.  Guest shall indemnify, defend and hold Owner harmless from and against all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action, assessments, fines and penalties of any kind, including attorneys’ fees, arising from or caused by (i) Guest’s, Guest Parties, and Guest’s invitees’ use of the Building and License Area (regardless of cause), or (ii) Guest’s breach of this Agreement; provided, however, Guest shall not be required to indemnify, defend, or hold Owner harmless from claims, losses, or liabilities arising out of or relating to Owner’s gross negligence or intentional misconduct.  The terms and conditions of this provision shall remain effective, notwithstanding the expiration or termination of this Agreement.
  1. Assumption of Risk. Guest assumes the risk of any loss or damage to persons and/or its property or to the property of any person or entity authorized by it to be in or around the Building. Owner and its officers, agents and employees shall not be responsible or liable for any loss of or damage to persons or property while in or around the Building regardless of how the loss or damage is sustained.
  1. Insurance and Waivers.  Guest will ensure that prior to entering upon or using the Building and License Area, Guest and all of the Guest Parties are covered under the terms of the Guest’ insurance policies as set forth below, or that each obtain similar policies which, at a minimum, provides Owner the same protections.
  2. Guest shall, at all times during the term of this Agreement and at Guest’s sole expense, insure Guest’s personal property while in or upon the License Area, with an all-risk policy.  In addition, Guest shall maintain a policy or policies of (i) Commercial General Liability Insurance with the premiums thereon fully paid on or before the due date, issued by an insurance company having at least an A.M. Best rating of A or better and licensed to do business within the State of Utah, and (ii) Workers’ Compensation Insurance as required by statute.The limits afforded by said liability commercial liability policy shall not be less than One Million Dollars ($1,000,000.00) combined single occurrence limit for bodily injury and property damage and Two Million Dollars ($2,000,000.00) annual aggregate, and the limits of insurance for workers’ compensation shall not be less than those required by state law.  Owner shall be added as an additional insured thereto.  Guest shall furnish, prior to entry into the Building, a certificate of insurance, acceptable to Owner, evidencing the Commercial General Liability and Workers Compensation coverages referred to herein and naming Owner and its property manager, as additional insured as to the Commercial General Liability insurance.
  3. Owner and shall not be responsible or liable to Guest for any loss, event, act or omission to the extent covered by insurance required to be obtained and maintained by Guest with respect to the License Area and its use and occupancy thereof (whether or not such insurance is actually obtained or maintained) or otherwise covered by the proceeds of such other insurance as is obtained and maintained by Guest. Guest shall from time to time provide Owner with effective waivers of subrogation by its insurers for the benefit of Owner in a form reasonably satisfactory to Owner.
  4. The terms and provisions of this Section shall supersede any provisions to the contrary contained in this Agreement and shall survive the expiration or earlier termination of this Agreement with respect to any occurrences before the effective date of such termination or expiration.
  1. Removal of PropertyIn the event Guest fails, neglects or refuses to remove its property from the Building or adjacent parking lots and driveways promptly upon termination for default or after the time specified for removal under this Agreement, said property shall be deemed abandoned and Owner shall have the right to remove, place in storage or otherwise dispose of any such property at the sole cost and expense of Guest. Guest hereby irrevocably constitutes and appoints Owner as its special attorney-in-fact to do and perform all acts necessary in removing, storing and disposing of said abandoned personal property and to execute and to deliver a bill of sale therefore. 
  2. Effect of Termination, Breach of Agreement, Owner’s Remedies for BreachIn the event that the license under this Agreement is terminated by Owner, all rights of Guest, in and to the use of the License Area for the License Activities affected shall immediately cease and Guest shall remain liable for such amounts as would have been due Guest under this Agreement. In the event of any breach of this Agreement by Guest, Guest shall pay to Owner such amounts as Owner incurs with respect to any such breach, and all costs and expenses incurred by Owner in the preservation of its rights, and collections of amounts due to it, under this Agreement, including but not limited to, reasonable collection and attorneys’ fees and other expenses. 
  3. Remedies. If Guest shall be in breach of any of its obligations under this Agreement, Owner shall have the right to immediately terminate this Agreement by written notice to Guest. Upon termination of this Agreement, Guest shall promptly vacate the License Area and Owner may remove all persons, personal property or things therefrom, without legal process to the maximum extent permitted by law, or by such legal process as Owner may deem appropriate. Upon termination hereof due to a breach or threatened breach by Guest of any provision hereunder, Owner may seek any remedy available at law or in equity, including but not limited to a suit for damages for any compensable breach or noncompliance herewith and/or an action for specific performance or injunction. All remedies provided herein or by law or equity shall be cumulative and not exclusive. No termination or expiration of this Agreement shall relieve Guest of its obligations to perform those acts required to be performed either prior to or after its termination. Notwithstanding any other provision of this Agreement to the contrary, this License shall automatically terminate if Guest ceases in using the License Area for the purposes specified herein. The remedies provided in this Agreement in favor of Guest shall not be deemed to be exclusive but shall be cumulative and in addition to all other remedies of Guest now or hereafter existing under this Agreement or at law or in equity. 
  4. Miscellaneous.
  5. Assignability.  This Agreement, and the License granted hereunder, may not be assigned or sublicensed by Guest, and Guest shall not permit the use of the Building, the License Area, or any part hereof, except in strict compliance with the provisions hereof, and any attempt to do so shall be null and void.
  6. Enforceability and Litigation Expenses.  If any action, suit, or proceeding is brought by a Party hereto with respect to a matter or matters covered by this Agreement or if a Party finds it necessary to retain an attorney to enforce its rights under this Agreement, all costs and expenses of the prevailing Party incident to such proceeding or retention, including reasonable attorneys’ fees, shall be paid by the non-prevailing Party.  For purposes of this Section, the term “prevailing party” shall, in the case of a claimant, be the Party who is successful in obtaining substantially all of the relief sought, and in the case of the defendant or respondent, the Party who is successful in denying substantially all of the relief sought by the claimant.
  1. Successors.  All of the terms, covenants and conditions hereof will be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto.
  1. Entire Agreement and Modification.  This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof.  Neither Party has been induced by or relied on any representation or agreement not contained herein.  No amendments or additions to this Agreement will be binding, unless in writing and signed by both parties.
  1. Counterparts.  The Parties may sign this Agreement in multiple identical counterparts, all of which taken together shall constitute one and the same Agreement. Further, the Parties shall treat a copy of an original signature to this Agreement for all purposes as an original signature. The Parties shall consider a copy of the signed Agreement for all purposes as an original of the Agreement to the maximum extent permitted by law, and no party to this Agreement shall have any obligation to retain a version of this Agreement that contains original signatures in order to enforce this Agreement, or for any other purpose.
  1. Governing Law.  This Agreement shall be governed by, and construed and interpreted in accordance with, the laws (excluding the choice of laws rules) of the State of Utah.
  1. Required Insurance.  As a vendor you are required to get a certificate of insurance as you will be using our space. Please list Ever Energy and PJA Holdings as additional insured on your insurance policy. Make sure they have General Liability coverage for limits of at least $1M each occurrence and $2M aggregate. Make sure it shows that you carry workers compensation Insurance. You are required to have a waiver of subrogation endorsement on that policy. Make sure thay you also have "primary and non-contributory" wording so that your insurance is the insurnace that responds to claims related to your operations. If this isn't feasible, please purchase a "special event" policy for only the dates they are using the space with participant accident coverage.
                  The Parties have executed this Agreement as of the Effective Date.
a Utah limited liability   company
By:   _____________________________________________
Its:  ____________________________________________

[Depiction of the License Area]