HomeMy WebLinkAboutAda County Emergency Services District Temporary Access and Construction License Agreement AGREEMENT NO. I q Cf)'
LICENSE AGREEMENT FOR TEMPORARY ACCESS AND CONSTRUCTION
BY AND BETWEEN THE ADA COUNTY EMERGENCY SERVICES DISTRICT
AND THE CITY OF MERIDIAN
This License Agreement for Temporary Access and Construction ("License
Agreement") is made and entered into by and between Ada County Emergency Medical
Services District, a duly formed and existing ambulance district pursuant to the laws of
the State of Idaho ("Licensor"), and the City of Meridian, a duly formed and existing
Idaho Municipal Corporation ("Licensee").
RECITALS
1. Licensor is owner of certain real property located at 3195 N. Linder Road,
Meridian, Idaho 83646.
2. Licensee desires to construct a multi-use pathway along Linder Road as
part of Licensee's Five Mile Pathway Improvement at Ustick and Linder.
3. For purposes of constructing the pathway and restoration of Licensor's
property upon completion of construction, Licensor desires to provide Licensee with
temporary access to and use of that portion of 3195 N. Linder Road, Meridian, Idaho
83646 designated as "Temporary License" on Exhibit B attached hereto, subject to the
terms and limitations set forth herein.
4. In conjunction with this License Agreement and for the purpose of
constructing the path and the eventual use of the pathway by the public upon completion
of construction, Licensor has granted a permanent easement to Licensee on that portion
of 3195 N. Linder Road, Meridian, Idaho 83646 designated as "Permanent Easement" on
Exhibits A and B attached hereto.
NOW, THEREFORE, the parties to this License Agreement, in consideration of
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
AGREEMENT
1. Grant of License. Licensor hereby grants to Licensee, its employees,
contractors, subcontractors and agents responsible for the construction of the path and
any and all work related thereto, the license, privilege and permission to temporarily
access and use that portion of 3195 N. Linder Road, Meridian, Idaho 83646 designated as
"Temporary License" on Exhibit B attached hereto, subject to the terms and limitations
set forth herein. This license shall be for the limited purposes of accessing the
construction site, delivery of construction materials, storage of construction materials and
equipment, performing construction activities, and restoring Licensor's property upon
completion of construction.
2. Term. This license shall commence on the date of the Licensor's execution
of this license and, unless terminated earlier as provided in Section 3, the license shall
terminate after Licensee has completed: (a) the construction that portion of the pathway
located on that portion of 3195 N. Linder Road, Meridian, Idaho 83646 designated as
"Permanent Easement" on Exhibit B attached hereto, and (b) restoration of Licensor's
property.
3. Revocable Licenses and Termination. Notwithstanding any improvements
made by the Licensee to Licensor's property or any sums expended by Licensee in
furtherance of this License Agreement, the licenses granted herein are revocable and may
be terminated by either party, with three (3) business days' written notice if the other
party violates the provisions of the License Agreement or fails to properly fulfill its
obligations hereunder. Licensor reserves the right to immediately terminate this License
Agreement in the event of an emergency or when necessary, in the Licensor's sole
discretion, to protect the health, welfare or safety of the public.
4. Continuing Liability. No termination or revocation of this License
Agreement shall release the Licensee from any liability or obligation hereunder resulting
from any acts, omissions or events happening prior to the termination or revocation of
this License Agreement and restoration of Licensor's property to its prior condition as
required herein.
5. No Representations by Licensor. Licensee acknowledges that Licensor has
made no representations with respect to the Licensor property or its condition, and that
the Licensee is not relying on any representations of Licensor or Licensor's agents with
respect to the use or condition of the property. This License Agreement grants the
Licensee the license to access and use Licensor's property in its present conditions "as is"
without any warranties.
6. Use of License Area and Right of Continuous Access. In its use and
enjoyment of the area covered by the licenses provided herein, Licensee shall exercise its
best efforts to avoid disruption of Licensor's use of the property to provide emergency
medical services. Notwithstanding this license, Licensee expressly acknowledges and
agrees that Licensor reserves a right of continuous access to its property through the
ingress and egress driveway from the property on to N. Linder Road. Licensee shall
ensure at all times that there is at least a width of sixteen (16) drivable feet on Licensor's
ingress and egress driveway from the property on to N. Linder Road to ensure that
emergency medical vehicles may enter and exit the property at any time without
obstruction or delay.
LICENSE AGREEMENT FOR TEMPORARY ACCESS AND CONSTRUCTION BY AND
BETWEEN THE ADA COUNTY EMERGENCY MEDICAL SERVICES DISTRICT AND
THE CITY OF MERIDIAN - Page 2 of 8
7. Protection of Public. Licensee is solely responsible for erecting and
maintaining barricades, canopies, guard, lights and warning signs to the extent required
for protection of the public during construction of the path and restoration of Licensor's
property.
8. Indemnification. To the extent allowed by law, including, without
limitation, Article VIII, section 3, of the Idaho Constitution, Licensee hereby agrees to
defend, indemnify and hold Licensor, its officers, agents, and employees harmless from
and against any and all claims, losses, actions, damages, judgments, costs, expenses,
including, without limitation, reasonable attorney fees and costs, for injuries to persons or
property arising out of or in connection with the licenses and/or use of the licenses by
Licensee and its officers, employees, contractors, subcontractors or agents. In the event
that Licensor is alleged to be liable on account of any activities, acts, or omissions of
Licensee, its officers, agents or employees, then Licensee shall defend such allegations
through counsel chosen by Licensor and Licensee shall bear all costs, fees, and expenses
of such defense, including but not limited to, all attorney fees and expenses, court costs,
and expert witness fees and expenses.
9. Restoration of Property. Upon completion of the construction of that part of
the pathway located on that portion of 3195 N. Linder Road, Meridian, Idaho 83646
designated as "Permanent Easement" on Exhibits A and B attached hereto, or at the
termination of this License Agreement, Licensee shall, at its sole cost and expense,
restore Licensor's property, including landscaping, lighting, and water system, to a
condition as good or better than existed prior to Licensee accessing and using Licensor's
property under the licenses granted in this License Agreement. In the event that Licensee
fails to retore Licensor's property to its prior condition within 30 calendar days after
completion of construction or termination of this License Agreement, or a different
period of time subsequently agreed to by the Licensor and Licensee in writing, Licensor
may proceed with such restoration work at the expense of Licensee.
10. Binding Effect. These terms of this License Agreement are binding on
Licensor, its successors and assigns and Licensee, and its successor and assigns.
11. Severability. If any clause, provision, subparagraph, or paragraph set forth
in this License Agreement is determined by a court of competent jurisdiction to be illegal,
invalid, or unenforceable under present or future applicable laws, the remainder of this
License Agreement shall not be affected thereby.
12. Choice of Law and Venue. The terms and provisions contained in this
License Agreement shall be governed and construed in accordance with the laws of the
State of Idaho. For the resolution of any dispute arising from this License Agreement,
venue shall be in the courts of the County of Ada, State of Idaho.
LICENSE AGREEMENT FOR TEMPORARY ACCESS AND CONSTRUCTION BY AND
BETWEEN THE ADA COUNTY EMERGENCY MEDICAL SERVICES DISTRICT AND
THE CITY OF MERIDIAN - Page 3 of 8
13. No Third Party Beneficia Rights. Nothing contained herein shall create,
or be interpreted to create, privity or any other contractual relationship between any
persons or entities other than Licensor and Licensee. Nothing contained in this License
Agreement shall create or give to third parties any claim or right of action against
Licensor or Licensee.
14. No Waiver. A party's failure to insist upon strict performance of any of the
terms, covenants, conditions or agreements contained herein shall not be deemed a
waiver of any rights or remedies that said party may have and shall not be deemed a
waiver of any subsequent breach or default in the performance of any of the tenns,
covenants, conditions or agreements contained herein by the same or any other party
hereto.
15. Attome 's Fees and Costs. In any suit, action or appeal therefrom to
enforce, revoke or interpret this License Agreement, the prevailing party shall be entitled
to recover its costs incurred therein, including reasonable attorney's fees.
16. Exhibits. The Exhibits are incorporated into this License Agreement by this
reference as if fully set forth herein.
17. Complete A reg_ ement. This License Agreement embodies the complete
agreement between the Licensor and Licensee and no additional or different oral
representation, promise or agreement shall be binding on any of the parties hereto with
respect to the subject matter of this License Agreement. This License Agreement cannot
be modified, altered, amended, or terminated except by the written agreement of Licensor
and Licensee.
18, Permit. If any proposed construction, reconstruction, relocation or
maintenance conducted under this License Agreement requires Licensee to obtain a
permit, Licensee shall first obtain such permit before commencing such work, pay the
required fees, and otherwise comply with the conditions set forth therein.
19. No Costs to Licensor. Any and all costs and expenses associated with
Licensee's construction, use, restoration, repair, or maintenance on the property shall be
at the sole cost and expense of Licensee.
20. Compliance with Law; Waste and Nuisances Prohibited. In connection ;
with Licensee's temporary, revocable license to use Licensoe's property, Licensee
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, the Clean Water Act, and/or to
the presence, use, generation, release, discharge, storage or disposal in, on or under the
Licensoe's property of any Hazardous Materials (defined as any substance or material
LICENSE AGREEMENT FOR TEMPORARY ACCESS AND CONSTRUCTION BY AND
BETWEEN THE ADA COUNTY EMERGENCY MEDICAL SERVICES DISTRICT AND
THE CITY OF MERIDIAN - Page 4 of 8
defined or designated as hazardous or toxic waste, material or substance, or other similar
term, by any federal, state, or local environmental statute, regulation or occurrence
presently in effect or that may be promulgated in the future); (ii) obtain any and all
permits and approvals required by Licensor or any other unit of government; and (iii)
commit no waste or allow any nuisance on Licensor's property. Licensee covenants and
agrees to indemnify and hold Licensor harmless from and against any and all claims,
demands, damages license, liabilities and expenses (including, without limitation,
reasonably attorney fees) arising directly or indirectly from or in any way connected with
the breach of the foregoing covenant.
21. Authority. Licensor and Licensee each represent that such party has full
power and authority to execute, deliver and perform this License Agreement; that the
individuals executing this License Agreement on behalf of said party have been and are
fully empowered and authorized by all requisite action to do so; and that this License
Agreement constitutes a valid and legally binding obligation of said party.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto on the ILLIL day of-bc o r-k-h 2021.
LICENSOR:
Board of Ada County Emergency Medical Services
District
By:
o Beck, hairman
By:
Ryan av' n, Commissioner
By: - -
e a Ken , Commissioner
ATTEST:
V 4� &
Phil McGrane, Ada County Clerk
by Katie Read, Assistant Deputy Clem
LICENSE AGREEMENT FOR TEMPORARY ACCESS AND CONSTRUCTION BY AND
BETWEEN THE ADA COUNTY EMERGENCY MEDICAL SERVICES DISTRICT AND
THE CITY OF MERIDIAN - Page 5 of 8
LICENSEE:
City of Meridian
Robert E. Simison, Mayor 2-8-2022
ATTEST:
Chris Johnson, City Clerk 2-8-2022
LICENSE AGREEMENT FOR TEMPORARY ACCESS AND CONSTRUCTION BY AND
BETWEEN THE ADA COUNTY EMERGENCY MEDICAL SERVICES DISTRICT AND Page 172
THE CITY OF MERIDIAN - Page 6 of 8
Item#6. �0 ENGINEERS
October 7, 2021
Project No.: 210249
EXHIBIT"A"
N. Linder Pathway at Ustick
Permanent Easement
A 5 foot wide easement located in the Northeast Quarter of Section 2, Township 3
North, Range 1 West, Boise Meridian, Ada County, Idaho, being more particularly described as
follows:
COMMENCING at the Northeast corner of said Sections 2, from which the East One-
Quarter corner of said Section 2 bears S.00°01'02"E., 2699.10 feet; thence, along the east line
of said Section 2,
A. S.00001'02"E., 86.34 feet; thence,
B. S.89058'58"W., 50.00 feet to the west right-of-way of N. Linder Road being the POINT OF
BEGINNING; thence, along said west right-of-way the following three courses:
1) S.44°37'59"E., 7.12 feet; thence,
2) S.00°01'02"E., 389.29 feet; thence,
3) S.56°34'21"W., 5.99 feet; thence, leaving said west right-of-way, along a line parallel with
and 50.00 feet west of the east line of said Section 2,
4) N.00-01'02"W., 397.65 feet to the POINT OF BEGINNING.
The above-described strip of land CONTAINS 0.045 acres, more or less. NN,_ LA AID
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"em#6. EXHIBIT "B"
LOCATED IN THE NORTHEAST QUARTER OF SECTION 2,
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O E FILE: 210493-V Eahihi!.dwg DATE:10;2Ti21 JOB:21D493 page 174