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HomeMy WebLinkAboutACHD License Agreement - Restroom at the Fivemile Creek Hub sent to Rachel for sig 4-16 (space reserved for recording) License Agreement No. LAC2025-0017 Street: 3430 N Ten Mile Rd T4N, R1W, S35 S0435326200 LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this day of 12025, by and between the ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate of the state of Idaho, ("ACHD") and the CITY OF MERIDIAN, an Idaho municipal corporation ("Licensee"). WITNESSETH : For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties: SECTION 1 RECITALS Licensee is a partnering agency authorized by ACHD to design, construct, and perpetually maintain the Trailhead Improvements located on a portion of Ada County Tax Parcel No. S0435326200 in the City of Meridian, Ada County, Idaho ("Fivemile Creek Trailhub"). 1.2 ACHD owns and has exclusive jurisdiction over Ada County Tax Parcel No. S0435326200 in the City of Meridian, Ada County, Idaho, municipally described as 3430 N Ten Mile Rd (the "Property"). 1.3 Licensee desires a license to further develop the Fivemile Creek Trailhub for the limited purposes hereinafter set forth, and, for the consideration and on the terms and conditions hereinafter set forth, ACHD is willing to extend such license to Licensee. SECTION 2 LICENSE; LICENSE NOT EXCLUSIVE 2.1 On the terms and conditions hereinafter set forth, ACHD hereby extends to Licensee a license on, over, across and under the Property for the following uses and purposes ("Authorized Use") and no others as more particularly described on Exhibit A attached hereto. The parties contemplate that upon further development by Licensee, any additional licenses requested by Licensee shall be incorporated into this License Agreement by means of an addendum signed by both parties. Licensee to design, construct, install, and maintain a pre-manufactured restroom facility per submitted application design on Exhibit B. The scope of work for the restroom will include making a connection to utilities and bringing secondary power across the site according to Exhibit C. Design, construct, install, and maintain a monument style entryway sign as shown in Exhibit D adhering to the forty-foot(40')sight triangle(measured from the back of curb or edge of pavement if no curb and putter). Design, construct, install, and maintain art structures at the Trailhub entrance as shown in Exhibit E. ACHD is indemnified and will not be held liable for any claim due to and including but not limited to injury and/or death on the items licensed to be constructed upon the Property. (Note to Licensee: NO trees have been proposed upon the Property or within ACHD R/W, Storm Drain Easement, or Roadside Swales with this request. If Licensee wishes to amend this License Agreement to include the installation of trees, Licensee must provide to the District the License Agreement Request Application and attach the amended exhibit showing detail of trees to be installed. Roadside Swale Criteria: Only 1 tree per lot line is allowed located at the backside of the swale. Pressure Irrigation Systems shall include a dedicated irrigation line operated by the HOA). Licensee to contact Digline Inc., prior to start of construction. Licensee to contact Construction Services at 387-6280 to verify if a construction permit is required. 2.2 This Agreement does not extend to Licensee the right to use the Property to the exclusion of ACHD for any use within its jurisdiction, authority, and discretion or of others to the extent authorized by law to use the public right-of-way. If the Right-of-Way has been opened as a public Highway(as used in the Agreement the term"Highway"is as defined in Idaho Code§40-109(5))Licensee's Authorized Use is subject to the rights of the public to use the Right-of-Way for Highway purposes. Licensee's Authorized Use is also subject to the rights of holders of easements of record or obvious on inspection of the Right-of-Way and statutory rights of utilities to use the public right-of-way. This Agreement is not intended to, and shall not, preclude or impede the ability of ACHD to enter into other similar agreements in the future allowing third parties to also use its public rights-of-way, or the ability of ACHD to redesign, reconstruct, relocate, maintain and improve its public rights-of-way and Highways as authorized by law and as it determines, in its sole discretion, is appropriate. SECTION 3 CONSTRUCTION, OR INSTALLATION OF IMPROVEMENTS Any repairs or maintenance, of the Licensee's improvements currently located on the Property or the installation or construction of improvements by Licensee on the Property as permitted by the Authorized Use, (the "Improvements"), shall be accomplished in accordance with designs, plans and specifications approved in advance and in writing by ACHD as required to satisfy applicable laws, its policies and good engineering practices. In approving such plans and specifications, ACHD assumes no responsibility for any deficiencies or inadequacies in the design or construction of the Improvements, and the responsibility therefor shall be and remain in Licensee. SECTION 4 WAIVER AND ESTOPPEL STATEMENT BY LICENSEE Licensee acknowledges and agrees that the license granted herein is temporary, and merely a permissive use of the Property pursuant to this Agreement. Licensee further acknowledges and agrees that it specifically assumes the risk that the license pursuant to this Agreement may be terminated before Licensee has realized the economic benefit of the cost of installing, constructing, repairing, or maintaining the Improvements, and Licensee hereby waives and estops itself from asserting any claim that the license is in any way irrevocable because Licensee has expended funds on the Improvements and the Agreement has not been in effect for a period sufficient for Licensee to realize the economic benefit from such expenditures. LICENSE AGREEMENT— LAC2025-0017— Page 2 (rev 3/25/25 klk) SECTION 5 TERM 5.1 The term of this Agreement will commence on the day and year first above written and will continue until terminated by ACHD, with or without cause, which termination shall be effective following THIRTY (30) DAYS advance written notice of termination given to Licensee. Upon expiration of the THIRTY (30) DAYS, ACHD shall record a Revocation of Master License Agreement in the Official Real Property Records of Ada County, Idaho. 5.2 If Licensee defaults in the performance of any obligations incumbent upon it to perform hereunder ACHD may terminate this Agreement and the rights extended to Licensee hereunder at any time, effective at the end of THIRTY (30) days following the date ACHD shall provide written notice of termination to Licensee,which notice shall specify such default(s). Licensee shall have such THRITY(30) day period to correct and cure the specified defaults, and if so corrected and cured, to the satisfaction of ACHD, this Agreement shall not be terminated but shall continue in full force and effect. SECTION 6 FEE. There is no fee for the Licensee's Authorized Use of the Right-of-Way under this Agreement. SECTION 7 MAINTENANCE: FAILURE TO MAINTAIN; RELOCATION OF UTILITIES 7.1 At its sole cost and expense, Licensee shall maintain the Improvements in good condition and repair and as required to satisfy applicable laws, the policies of ACHD and sound engineering practices. Licensee shall have access over, across, and upon the Property for the purposes of accomplishing such repair and maintenance. 7.2 If the Highway on and/or adjacent to the Property is damaged as a result of: (i) the performance by Licensee of the maintenance required by section 7, or the failure or neglect to perform such maintenance; and/or (ii) Licensee's design, installation or use of the Improvements, regardless of cause; at its sole cost and expense Licensee shall forthwith correct such deficiency and restore the Highway and the surface of the Property to the same condition it was in prior thereto, and if Licensee shall fail or neglect to commence such correction and restoration within twenty-four(24) hours of notification thereof,ACHD may proceed to do so, in which event Licensee agrees to reimburse ACHD for the costs and expenses thereof, including, without limitation, reasonable compensation for the use of staff and equipment of ACHD. 7.3 Notwithstanding the provisions of section 7.2, should an emergency exist related to the Licensee's use of this license which threatens the stability or function of the Highway on or adjacent to the Property or the safety of the public use thereof, ACHD shall have the right to immediately perform, on behalf of, and at the cost of Licensee necessary emergency repairs. 7.4 Licensee will be responsible for the relocation of any existing utilities located on the Property as may be required in connection with any construction or installation of Improvements by Licensee within the Property. LICENSE AGREEMENT— LAC2025-0017— Page 3 (rev 3/25/25 klk) SECTION 8 RELOCATION OF IMPROVEMENTS If during the term of this Agreement ACHD requires, in its sole discretion, at any time, and from time to time, that the Highway on and/or adjacent to the Property be widened and/or realigned, redesigned, improved and/or reconstructed, Licensee hereby accepts responsibility for all costs for relocating, modifying or otherwise adapting the Improvements to such realignment and/or relocation and/or reconstruction if required by ACHD, which shall be accomplished by Licensee according to designs, plans and specifications approved in advance by ACHD in writing; provided ACHD gives Licensee adequate written notice as necessary to allow Licensee to redesign, relocate, modify or adapt the Improvements to the realignment and/or relocation and/or reconstruction of the Highway and also licenses Licensee such additional area of its Property, if any, as may be necessary for the proper operation of the Improvements. SECTION 9 PERMIT If the proposed construction and installation of the Improvements, or any reconstruction, relocation, or maintenance thereof requires Licensee to obtain a permit underACHD policies, Licensee shall first obtain such permit from ACHD(Construction Services Division) before commencing such work, and pay the required fees and otherwise comply with the conditions set forth therein. SECTION 10 NO TITLE IN LICENSEE. Except as expressly provided herein, the terms and conditions of this Agreement shall not create any type of property right, title, or interest in Licensee in or to the Property other than the right to temporarily use the same pursuant to the terms of this Agreement. SECTION 11 NO COSTS TO ACHD. Any and all costs and expenses associated with Licensee's Authorized Use of the Property, or any construction or installation of Improvements thereon, or the repair and maintenance thereof, or the relocation of Improvements or utilities thereon, or the restoration thereof at the termination of this Agreement, shall be at the sole cost and expense of Licensee. SECTION 12 TAXES AND ASSESSMENTS. Licensee agrees to pay all special assessments and personal property taxes that may be levied and assessed on the Improvements during the term of this Agreement. SECTION 13 RESTORATION ON TERMINATION. Upon termination of this Agreement, Licensee will promptly remove all Improvements and restore the Property to at least its present condition. Should Licensee fail or neglect to promptly remove the Improvements and restore the Property,ACHD may do so, and assess Licensee for the costs thereof. Provided, ACHD and Licensee may agree in writing that some or all of such Improvements are to remain on the Property following termination, and by entering into such an agreement Licensee thereby disclaims all right, title, and interest in and to the same, and hereby grants such Improvements to ACHD, at no cost. Further provided, if the Authorized Use of the Property under this Agreement is for landscaping upon ACHD Property and the irrigation and maintenance thereof, and the general purpose government with jurisdiction has adopted ordinances, rules, and regulations governing the landscaping and maintenance of such Property by owners of the adjacent property,to the extent such owners are obligated to maintain and irrigate the landscaping Licensee need not remove the same from the Property. SECTION 14 INDEMNIFICATION Licensee hereby indemnifies and holds ACHD harmless from and against any and all claims or actions for loss, injury, death, damages, mechanics, and other liens, arising out of the failure or neglect of Licensee, Licensee's employees, contractors, and agents, to properly and reasonably make Authorized Use of the Property or properly construct, install, plant, repair or maintain the Improvements thereon, or that otherwise result from the use and occupation of the Property by Licensee, and including any attorney fees and costs that may be incurred by ACHD in defense of such claims or actions LICENSE AGREEMENT— LAC2025-0017— Page 4 (rev 3/25/25 klk) indemnified against by Licensee hereunder. For claims or actions arising out of failures or neglect occurring during the term of this Agreement, Licensee's obligations pursuant to this section shall survive the termination of this Agreement. SECTION 15 COMPLIANCE WITH LAW; WASTE AND NUISANCES PROHIBITED In connection with Licensee's use of the Property, throughout the term of this Agreement 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 Property of any Hazardous Materials (defined as any substance or material 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 ACHD or any other unit of government; and (iii) commit no waste or allow any nuisance on the Property. Licensee covenants and agrees to indemnify and hold ACHD harmless from and against any and all claims, demands,damages, liens, liabilities and expenses (including without limitation, reasonable attorneys' fees), arising directly or indirectly from or in any way connected with the breach of the foregoing covenant. These covenants shall survive the termination of this Agreement. SECTION 16 ASSIGNMENT. Licensee, upon the prior written consent of ACHD, may sell, assign or otherwise transfer this Agreement. Upon execution of the Assignment,the assignee assumes all obligations, warranties, covenants, and agreements of Licensee herein contained. SECTION 17 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 attorney's fees. SECTION 18 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 facsimile verified by electronic confirmation. 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(3)days following the day of deposit in the United States Mails, (c) the day of delivery to the overnight courier, or (d) the day facsimile delivery is electronically confirmed. If to ACHD: Ada County Highway District 3775 Adams Street Garden City, Idaho 83714 Attn: Right of Way Division If to Licensee: City of Meridian, Parks and Recreation 33 E Broadway Ave Meridian, Idaho 83642 LICENSE AGREEMENT— LAC2025-0017— Page 5 (rev 3/25/25 klk) SECTION 19 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 ACHD under section 16, Licensee's assigns. SECTION 20 EXHIBITS All exhibits attached hereto and the recitals contained herein are incorporated herein as if set forth in full herein. SECTION 21 RECORDATION This Agreement shall be recorded by ACHD upon execution in the Official Real Property Records of Ada County, Idaho. SECTION 22 Warranty of Authority to Execute 22.1 The person executing this Agreement on behalf of ACHD represents and warrants due authorization to do so on behalf of ACHD, and that upon execution of this Agreement on behalf of ACHD, the same is binding upon, and shall inure to the benefit of, ACHD. 22.2 If Licensee is not a natural person, the person executing the Agreement on behalf of Licensee represents and warrants due authorization to do so on behalf of Licensee, and that upon execution of this Agreement on behalf of Licensee, the same is binding upon, and shall inure to the benefit, of Licensee. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed the day, month and year first set forth above. ADA COUNTY HIGHWAY DISTRICT By: David Serdar Its: Right of Way Supervisor CITY OF MERIDIAN By: Robert E. Simison EXHIBITS Its: Mayor Exhibit A— Depiction of Authorized Use Exhibit B— Restroom Facility Design Exhibit C— Depiction of Utility Connection Exhibit D— Monument Sign Design Attest by Chris Johnson, City Clerk Exhibit E—Art Structures The Ada County Highway District (ACHD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability, or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program, or activity. LICENSE AGREEMENT— LAC2025-0017— Page 6 (rev 3/25/25 klk) STATE OF IDAHO ) )ss County of Ada ) On this day of 2025, before me, a Notary Public in and for the State of Idaho, personally appeared, David Serdar known or identified to me to be the Right of Way Supervisor for the Ada County Highway District, the person who executed this instrument on behalf of said District, and acknowledged to me that the Ada County Highway District executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public for Idaho Residing at: My commission expires: State of IDAHO ) )ss County of ADA ) This record was acknowledged before me on this day of in the year 2025, by Robert E.Simison and Chris Johnson on behalf of the City of Meridian, in their capacities as Mayor and City Clerk, respectively. Notary Public for Idaho Residing at: My commission expires: LICENSE AGREEMENT— LAC2025-0017— Page 7 (rev 3/25/25 klk) EXHIBIT A Authorized Use Filemile Creek Trailhub X Art Structures 40' sigh \ W-Nelis Dr triangle Entrance I ign U Restroom Facility APN: SO435326200 d R --Utility Connection X d -- z i This map is a representation of features on the ground and is not survey-grade 1: 720 Q accurate.ACHD shall not be liable for any inaccuracies thereon. I LICENSE AGREEMENT- LAC2025-0017- Page 8 (rev 3/25/25 klk) Exhibit B Restroom Facility Design PROJECT REFR:n 956-61I i/2024L Q� all FLOOR PLAN SCwF�.011O SCa�E 'HISCGNCEPRIAIJPRE—NARYGE— AND THE SD RENOEANG b AN ARIISRC O61GK rtO NOT=D 9E OANN E%nCl RENDISICM OF TrE nNlyrvRoouc�.eoK��reMsrwr[mENE 7RARRIIB ND,oRsuRJ�,o�ANDE CREEK rwnp AwRRo�P�JEcr oE�LcoPr�l+r FIVEMILE PROJECT REPO:11956-6/7!1202" hkEO N�x�6W 51'-9'FC%1F O1ERpLL / �® \ F ll'i-1FIUILpIM004EW1iL] ' I I I SnOGU WI gI61G it rf REC PI�M1£l, --- EFb1NTICM1R --- mC0 /� IR5yA,5npy5 �1 ELEVATION 1 IL �'eiu. A. MEEKrtRoots I cdw cNwaEs —— 7 m �1r — I I wl Fxmn ~ — STJ[CO W�Rg10 RsuuTlaFs 1 -- FLOOR PLAN o ELEVATION 2 aF,,R EKALTREHOR�ON OF flf FlR15H TROSULT 6'JMERENL NAY NOT EE 6T0.WARLI ANDV OREIIRIELT TO LHAIF]E WRMG M0.ECT[IELELOPMEM El11wlNenr- RES ROOM OLALOINR oee° ra COMPANY WYOtllli CREEK TRAILMIR 6YEn�E ewar�e.LE.reTem o``w''•p':f""�"" WRIOJAK IDARO LICENSE AGREEMENT— LAC2025-0017— Page 9 (rev 3/25/25 klk) POWER SERVICE DETAILS f j NCRTH INSTALL METERED ~� PEDESTAL IN 10' AC HD REQUIRES CIT,Y;OF4MERIb1AN h EASEMENT SOUTH OF THE GETS'A`LICENSE�AGREEMENT,FOR "-I FENCE THE CONDUIT iN THE RIGHT OF WAY ! a r l INSTALL 2'CONDUIT FROM _ PEDESTAL TO JUNCTION BOX' "-IDAHO POWERjTgPROVIDE CONDUCTOR FROM JUNCTION Box TO PEDESTAL'OANDJHE METER'ONCE _ ELECTRICALIPERMIT HAS PASSED*. W Wilder L it W Wil-e ' I Exhibit D Monument Sign Design FIVE MILE CREEK TRAILHUB ENTRY SIGN TRADEMARK CREATIVE 02/20/24 134in 120in angle of river inset 22.5' 10in stud mounted letters 24in mosaic applied R 'thin inset ryr�'4 .751n approz depth of V thickness Indents in of mosaic li P concrete FIVEF°ILE CREEK with II II backer II II 4 t'=l /'� a f7 Il I�IT fl D 1I II IL"fUJ L/rn-.\� ILIA ILI"LJI ICI Ill IL=IS 4 II 11 II 48in II II II II 11 II II II 3430 NORTH j p Bin TEN PULE ROAD y P SCALE 127 ground line 181n SCALE:1:20 'w r FIVEMILE CREEK TRAILNUB . Ir—1 3430 NORTH a - r of ' �P + r TEN MILE ROAD :`��''� LICENSE AGREEMENT— LAC2025-0017— Page 11 (rev 3/25/25 klk) Exhibit E Art Structures I f' S �►�K i_L A - I r F' II f LICENSE AGREEMENT— LAC2025-0017— Page 12 (rev 3/25/25 klk)