HomeMy WebLinkAboutValley Regional Transit License Agreement Parking Stalls Usage i
LICENSE AGREEMENT WITH VALLEY REGIONAL TRANSIT
FOR USE OF PARKING STALLS
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This LICENSE AGREEMENT WITH VALLEY REGIONAL TRANSIT FOR U E OF
PARKING STALLS ("Agreement") is made and entered into this:`7 day of Au , U St
2024 ("Effective Date"), by and between the City of Meridian, a municipal corpora on
organized under the laws of the State of Idaho ("City"), and Valley Regional Transit, a regional
public transportation authority organized under the laws of the State of Idaho ("VRT").
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WHEREAS, City owns property and facilities, including garages, at 489 N. Meridian
Road, in Meridian, Idaho,Ada County parcel no. R8342000355 ("Property");
WHEREAS, VRT is in need of an area to park vehicles temporarily, and City has four
(4)parking stalls at the Property that it is willing to allow VRT to use temporarily;
NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, and in consideration of the recitals above,which are incorporated
herein, City and VRT agree as follows:
I. License granted. City, for and in consideration of the covenants and conditions set forth
in this Agreement, and agreed to be kept and performed by VRT, does hereby provide to
VRT a license to use the four(4)parking stalls on the Property, as identified on Exhibit
hereto, for the purpose of temporarily parking and accessing four(4)passenger vans.
The portion of the Property utilized for this purpose shall be referenced hereinafter as
"Licensed Area." VRT shall not use the Licensed Area for any other purpose without the
express written consent of City.
II. Term. The term of this Agreement shall be deemed to have commenced on the Effective
Date and shall terminate on October 31,2024, unless earlier terminated by either Party by
the method established herein.
III. Day-to-day communication.
A. Primary Source of Contact for VRT. VRT shall provide City the name, e-mail
address, and office and mobile telephone numbers of specific personnel ("VRT
Contact")who shall serve as VRT's primary contact between VRT and City for all
day-to-day matters regarding VRT's use of Licensed Area.
B. Primary Source of Contact for City. City shall provide VRT the name, e-mail
address, and office and mobile telephone numbers of specific City personnel ("City
Contact")who shall serve as City's primary contact between City and VRT for all
day-to-day matters regarding VRT's use of Licensed Area.
LICENSE AGREEMENT WITH VRT PAGE 1 OF 5
IV. Rights and responsibilities of VRT. With regard to VRT's use and occupancy of the
Licensed Area under this Agreement, VRT shall be responsible for each and all of the
following.
A. Gate security. The gate to the Property may be open and unlocked between 8:00
a.m. and 5:00 p.m.,Monday through Friday, and closed and locked at all other times.
VRT shall close and lock the gate each time it or its agents, employees, guests or
invitees enter or leave the Property before 8:00 a.m. or after 5:00 p.m., Monday
through Friday, or at any time on Saturday or Sunday. VRT Contact shall obtain the
gate code from the City Contact.
B. Good repair. VRT shall be solely responsible for ensuring that its use of Property
does not damage or interfere with or degrade City's facilities or operations, or present
any threat to the health and safety of VRT's invitees and volunteers, or that of the
public.
C. Repair of Licensed Area. VRT shall be responsible for all costs related to
restoration or repair of the Licensed Area necessitated by damage caused by VRT's
use thereof under this Agreement. Following City's restoration or repair of Licensed
Area necessitated by damage caused by VRT's use thereof under this Agreement,
City shall invoice VRT for City's actual costs of such work. VRT shall pay such
invoice in full within thirty (30) days of City's invoice. This provision shall survive
for one (1)year following expiration or termination of this Agreement.
D. Assumption of risk. VRT acknowledges that activities undertaken pursuant to this
Agreement carry risks, some of which are unknown, and accepts any and all such
risks. Other than tortious act by City, no circumstance shall obligate City to repair or
replace VRT's property at City's expense.
E. Acceptance as is. VRT acknowledges that VRT has inspected the Licensed Area and
does hereby accept same as being in good and satisfactory order, condition, and
repair. It is understood and agreed that City makes no warranty or promise as to the
condition, safety, usefulness or habitability of the Licensed Area. VRT accepts the
Licensed Area"as is."
F. Indemnification. VRT specifically indemnifies City and holds City harmless from
any loss, liability, claim,judgment, or action for damages or injury to VRT,to VRT's
personal property or equipment, and to VRT's employees, agents, guests or invitees
arising out of or resulting from the condition of City property or any lack of
maintenance or repair thereon and not caused by or arising out of the tortious conduct
of City or its employees. VRT further agrees to indemnify and hold City harmless
from any loss, liability, claim or action from damages or injuries to persons or
property in any way arising out of or resulting from the use and occupancy of the
Licensed Area by VRT or by VRT's agents, employees, guests or invitees and not
caused by or arising out of the tortious conduct of City or its employees. If any
claim, suit or action is filed against City for any loss or claim described in this
LICENSE AGREEMENT WITH VRT PAGE 2 OF 5
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paragraph, VRT, at City's option, shall defend City and assume all costs, including j
attorney's fees, associated with the defense or resolution thereof, or indemnify City
for all such costs and fees incurred by City in the defense or resolution thereof.
G. Liability insurance. VRT acknowledges and understands that City shall not provide
insurance or benefit coverage of any kind for property damage, injury, death, or
illness related to VRT's use of the Licensed Premises. VRT shall submit to City proof
of an insurance policy, issued by an insurance company licensed to do business in
Idaho,protecting VRT,VRT's employees, and VRT's agents from all claims for
damages to property and bodily injury, including death,which may arise during or in
connection with services and work provided under this Agreement. Such insurance
shall name City as additional insured, and shall afford at least one million dollars
($1,000,000.00)per person bodily injury, one million dollars ($1,000,000.00)per
occurrence bodily injury, and one million dollars ($1,000,000.00)per occurrence
property damage. The limits of insurance shall not be deemed a limitation of the
covenants to indemnify and save and hold harmless City; and if City becomes liable
for an amount in excess of the insurance limits herein provided, VRT covenants and
agrees to indemnify and save and hold harmless City from and for all such losses,
claims, actions, or judgments for damages or liability to persons or property. VRT
shall provide City with a certificate of insurance or other proof of insurance
evidencing VRT's compliance with the requirements of this paragraph. In the event
the insurance minimums are changed, VRT shall immediately submit proof of
compliance with the changed limits.
H. Property insurance. VRT may; at VRT's option, maintain property insurance for
property placed or stored in Licensed Area. City shall not maintain property
insurance on VRT's behalf.
V. Rights and responsibilities of City. With regard to VRT's use and occupancy of the
Licensed Area under this Agreement, City shall be responsible for the following.
A. Right of entry. City and City's contractors, employees, agents, and invitees, shall be
authorized , at all times,to inspect the Licensed Area and personal property located
thereon, for the purposes of inspection for compliance with the terms of this License
Agreement, for the exercise of City's rights hereunder, and for all other lawful
purposes.
B. No utilities. City shall not provide utilities or infrastructure of any kind related to
VRT's use and occupancy of the Licensed Area. Specifically,without limitation,
City shall not provide water services, sewer services,trash collection,heat, air
conditioning, or security.
VT. General provisions.
A. Termination. Either party may terminate this Agreement for convenience or for
cause. Termination shall be effective fourteen (14) days following mailing of written
LICENSE AGREEMENT WITH VRT PAGE 3 OF 5
notice. Upon termination or expiration of this License Agreement, City may remove
all of VRT's equipment and personal property from the Licensed Area and notify
VRT that VRT may claim its equipment from City Contact during business hours.
VRT agrees to surrender possession and occupancy of the Licensed Area peaceably at
the termination of this Agreement and any renewal or extension thereof.
B. Notices. Communication between the VRT Contact and the City Contact regarding
day-to-day matters (e.g., installation, maintenance, and access to Licensed Area) shall
occur via e-mail or telephone. All other notices required to be given by either of the
parties hereto shall be in writing and be deemed communicated when personally
served, or mailed by U.S. mail,postage prepaid. Notices shall be addressed as
follows:
VRT: Meridian:
Chief Executive Officer City Clerk
Valley Regional Transit City of Meridian
700 NE 2nd St, Ste. 100 33 E. Broadway Avenue
Meridian ID 83642 Meridian ID 83642
C. Limitation of liability. Notwithstanding anything in this agreement to the contrary,
City shall not be liable or obligated, and VRT shall hold City harmless,with respect
to any subject matter of this agreement or under contract, negligence, strict liability or
any other legal or equitable theory, for the following:
1. Any special,punitive, incidental or consequential damages (including, without
limitation, for any lost profits, cost of procurement of substitute goods,
technology, services or rights);
2. Interruption of use of VRT's equipment or access to personal property;
3. Security breach, including theft, vandalism, or other crime; or
4. Any other matter beyond City's reasonable control.
This provision shall survive termination of this Agreement.
D. No agency. It is further understood and agreed VRT shall not be considered an agent
of City in any manner or for any purpose whatsoever in VRT's use and occupancy of
the Licensed Area.
E. No waiver. City's waiver on one or more occasion of any breach or default of any
term, covenant or condition of this Agreement shall not be construed as a waiver of
any subsequent breach or default of the same or a different term, covenant or
condition, nor shall such waiver operate to prejudice, waive, or affect any right or
remedy City may have under this Agreement with respect to such subsequent default
or breach by VRT.
F. No assignment. VRT shall not assign, sublicense or transfer the Licensed Area, or
any portion thereof, or cause or suffer any alterations thereto, other than as specified
in this Agreement,without the express written consent of City. Any assignee,
sublicensee, or transferee shall be bound by all terms of this Agreement.
LICENSE AGREEMENT wITH VRT PAGE 4 OF 5
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G. Entire agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements, leases, or understandings, oral or written,
whether previous to the execution hereof or contemporaneous herewith.
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IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by
their duly authorized officers to be effective as of the day and year first above written.
VALLEY REGIONAL TRANSIT:
a
UGa ne
BY: Elaine Clegg(Aug 21,2 4 3:31MDT)
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Elaine Clegg, Chief Executive Officer
CITY OF MERIDIAN: Attest:
BY:
Robert E. Simison,Mayor 8-27-2024 Chris Johnson, City Cleric 8-27-2024
LICENSE AGREEMENT WITH VRT PAGE 5 OF 5
EXHIBIT A
LICENSED AREA
FLEET VEHICLES — 24 SPACES
SURFACE OPTION 1: ASPHALT
SURFACE OPTION 2: RECYCLED ASPHALT
�1--30'- 1 1 - 60'IT -- -
GATE BUILDING A
w
32
77 37' c�
t
BUILDING B
Temporary VRT 250'
designated parking
stalls
..
VJ IJ
1
�b
n
LICENSE AGREEMENT WITH VRT PAGE 6 OF 5
F2024-CGO-LETA-N-AC0830-CITY OF
MERIDIAN- BOWER PARKING LOT- PARKING
STALLS
Final Audit Report 2024-08-21
Created: 2024-08-21
By: Kevin Womack(kwomack@ridevrt.org)
Status: Signed
Transaction ID: CBJCHBCAABAAW9vHR6eWe5QYKOsus8-Pe80t1qGDiEGj
"2024-CGO-LETA-N-AC0830-CITY OF MERIDIAN- BOWER PA
RKING LOT- PARKING STALLS" History
Document created by Kevin Womack(kwomack@ridevrt.org)
2024-08-21 -5:50:28 PM GMT-IP address:208.98.167.66
12�- Document emailed to Elaine Clegg (eclegg@ridevrt.org)for signature
2024-08-21 -5:50:53 PM GMT
Email viewed by Elaine Clegg (eclegg@ridevrt.org)
2024-08-21-7:30:41 PM GMT-IP address:208.98.167.66
i 3o- Document e-signed by Elaine Clegg (eclegg@ridevrt.org)
Signature Date:2024-08-21 -7:31:04 PM GMT-Time Source:server-IP address:208.98.167.66
Agreement completed.
2024-08-21-7:31:04 PM GMT
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