HomeMy WebLinkAboutMDC and City License Agreement Hunter Lateral LICENSE AGREEMENT BETWEEN THE MERIDIAN DEVELOPMENT
CORPORATION (MDC) AND THE CITY OF MERIDIAN (CITY)
RECITALS
WHEREAS, MDC owns certain property (MDC Property) and the CITY owns
certain property (CITY Property)depicted in Exhibit A which is attached hereto and
incorporated herein;
WHEREAS the Hunter Lateral(Lateral) is an irrigation facility owned by the
Nampa Meridian Irrigation District(NMID) and runs through and across both the City
and MDC properties;
WHEREAS the City and MDC have entered into agreements with NMID and
ACHD for the relocation of the Lateral to the ACHD right of way;
WHEREAS the relocation of the Lateral will improve the potential use and
redevelopment of the respective properties of the City and MDC; and
WHEREAS,the City is responsible for relocating the Lateral to the ACHD right
of way and this agreement grants permission to the City to go on MDC property to
accomplish said relocation and subsequent restoration of the MDC Property.
WHEREAS,the CITY and MDC desire to enter into this Agreement for the
mutual benefit of both entities with all relocation and restoration work described herein to
be performed by the City and/or its contractors.
AGREEMENT
For their mutual consideration and benefit, MDC and City enter into this Agreement to
facilitate the relocation of the Lateral from their respective properties as noted in Exhibit A to the
ACHD right of way. MDC hereby grants a temporary license during the term of this Agreement
to the City and its contractors and designees to go onto the MDC Property for the relocation of
the Lateral from the MDC Property and the City Property to the ACHD right of way and for the
restoration of the MDC property upon completion of the work.
The City will be responsible for all construction and related work to accomplish the
relocation of the Lateral and the payment of the associated costs. City agrees to promptly restore
the MDC Property to at least substantially the same condition that existed prior to the relocation
work being performed. The applicable properties and location of the work are all identified on
Exhibit A and incorporated by reference into this Agreement.
The work is intended to be performed and completed by May 31st of 2024 with the term
of this Agreement being through said date. If delay occurs due to weather or any other reason
beyond the City's control, the parties agree that notification shall be made to MDC with a
request for a mutually agreeable extension to complete the work in a timely manner due to those
conditions. This Agreement may be terminated by either party for noncompliance with the terms
hereof by providing at least thirty (30) days advance written notice of termination. If the
defaulting party cures the default before the expiration of thirty (30) days following the date of
the notice of default then the default shall be deemed to be resolved and cured. If this
Agreement is terminated the obligation to restore the MDC Property shall remain and survive
said termination.
EXPENSE AND HOLD HARMLESS
All costs and expenses for the relocation of the Lateral and corresponding restoration
work to be performed on MDC and City properties shall be at the City's expense. Any
reimbursement of such costs by MDC will be by separate agreement. City agrees to pay the
costs of construction when due and in accordance with its agreements with the applicable
contractors. The City shall not allow any liens related to the relocation for nonpayment or
otherwise to be asserted or maintained on the MDC Property. The City shall release, hold
harmless and defend MDC from any damages, claims for damage or injury, or any other claims
related to the performance of the Lateral relocation and property restoration work by the City and
its contractors as described in this Agreement.
ATTORNEY'S FEES
Should either party incur costs or attorney fees in connection with efforts to enforce the
provisions of this Agreement that party shall be entitled to reimbursement for its costs and
reasonable attorney fees from the other party.
CONSTRUCTION BINDING EFFECT
This Agreement shall be construed and enforced in accordance with the laws of the State
of Idaho and shall be binding upon and inure to the benefit of the parties hereto and their
respective successors. This Agreement is not intended for the benefit of any third party and is
not enforceable by any third party. The parties represent and warrant to each other that they each
have authority to enter this Agreement.
SECTION HEADINGS
The section headings herein set forth are provided only for the convenience of the parties
in locating various provisions of the Agreement, and are not intended to be aids in interpretation
of any provision of the agreement with respect to which the parties might disagree at some future
time, and shall not be considered in any way in interpreting or construing any provision of the
Agreement.
NOTICES
Any and all notices, demands,consents and approvals required pursuant to
this Agreement may be delivered by hand delivery or U.S. mail to the addresses below:
City Clerk MDC
Meridian City Hall Ashley Squyres
33 E. Broadway Avenue 104 E. Fairview Ave. #239
Meridian, Idaho 83642 Meridian, ID 83642
MICELLANEOUS
The recitals and exhibits described and set forth in this Agreement are a material and
integral part of this Agreement and are incorporated herein by reference. The failure or neglect
of a Party to enforce any remedy available by reason of the failure of the other Party to observe
or perform a term or condition set forth in this Agreement shall not be a waiver of such term or
condition. A waiver by a Party (i) shall not affect any tern or condition other than the one
specified in such waiver, and (ii) shall waive a specified term or condition only for the time and
in a manner specifically stated in the waiver. This Agreement, together with the accompanying
Exhibit A, is the entire agreement among the Parties. The invalidity of any portion of this
Agreement, as determined by a court of competent jurisdiction, shall not affect the validity of
any other portion of this Agreement. This Agreement has been negotiated by the Parties and
shall not be constructed more strictly against either party.
EFFECTIVE DATE
The parties hereby agree that the effective date of this Agreement shall be upon approval
of the Board of Directors of the Meridian Development Corporation and the City Council of the
City of Meridian and signed by the Chair and Mayor of the respective organizations.
IN WITNESS WHEREOF; the parties have executed this Agreement to be effective as of
the date first written above.
CITY OF MERIDIAN
Robert E. Simison, Mayor 1-2-2024 Attest, City Clerk Chris Johnson 1-2-2024
MERID rIN DEVELOPMENT CORPORATION
B ave Winder, Chairman
eC
Secretary
9
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