Interagency License Agreement with ACHD for Use of City's Lighting ConduitINTERAGENCY LICENSE AGREEMENT
FOR ACRD'S USE OF CITY'S LIGHTING CONDUIT
This INTERAGENCY LICENSE AGREEMENT BETWEEN ACHD AND CITY OF
MERIDIAN FOR ACHD'S USE OF CITY'S LIGHTING CONDUIT ("Agreement") is made and
entered into this _ day of 2015 (`Effective Date"), by and between the Ada
County Highway District, a body politic and corporate of the state of Idaho ("Licensee"), and the
City of Meridian ("Licensor"), a municipal corporation of the state of Idaho.
WHEREAS, Licensor owns conduit located in the right-of-way along E. Village Drive and
N. Records Way, located in Meridian, Idaho, as depicted on Exhibit hereto (hereinafter "Licensed
Conduit"), and is authorized by Idaho Code section 50-328 to manage its use;
WHEREAS, Licensee seeks to utilize a portion of Licensed Conduit for the purpose of
installing electrical wiring for a pedestrian signal to be installed on E. Village Drive, as depicted on
Exhibit A hereto (hereinafter "Pedestrian Signal");
WHEREAS, the City Council of the City of Meridian hereby finds that allowing ACHD's
joint use of the Licensed Conduit for pedestrian crosswalk signal wiring serves the public interest
because it is the most efficient method of installing safety mechanisms to protect pedestrians at this
location, and hereby authorizes the licensing of a portion of Licensed Conduit to Lessee for such
purpose;
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, Licensee and Licensor agree as follows:
Nature of License. Pursuant to the terms, conditions and limitations of this Agreement,
Licensor hereby grants to Licensee an exclusive license to utilize a portion of the Licensed
Conduit to install and maintain electrical cables, for the purpose of providing electricity to
the Pedestrian Signal. Licensee shall provide to Licensor plans showing placement of the
power cables in the Licensed Conduit. Licensee will register the power cables with Digline,
Inc. and comply with any and all requirements related thereto. Any and all costs associated
with the installation or maintenance of Licensee's power cables in the Licensed Conduit will
be borne by Licensee at no cost to Licensor.
II. Term of License; Termination. This license will commence on the Effective Date, and
will continue until terminated by Licensor or its successors or assigns or by Licensee.
Licensor or Licensee may terminate this license anytime, with or without cause, upon giving
the other party thirty (30) days' written notice of termination.
III. Ownership. Licensee acknowledges that the Licensed Conduit is owned by Licensor, and
Licensee waives any claim to ownership of the Licensed Conduit, whether in fee, adverse
possession or any other right, title or interest therein, other than as established pursuant to
the terms of this Agreement. This Agreement does not extend to Licensee the right to use the
INTERAGENCY LICFNSE AGREEMENT BETWEEN ACRD AND CITY OF MERIDIAN
FOR ACHD'S USE OF CITY's LIGHTING CONDUIT PAGE t
Licensed Conduit to the exclusion of Licensor for any use desired by Licensor. Licensee's
authorized use is also subject to the rights of other holders of license to use Licensed
Conduit. This Agreement it is not intended to, and shall not, preclude or impede the ability
of Licensor to enter into other similar agreements in the future allowing third parties to also
use Licensed Conduit, or the ability of Licensor to redesign, reconstruct, relocate, maintain
and improve Licensed Conduit as Licensor determines, in its sole discretion, is appropriate.
IV. Acceptance as is. Licensee acknowledges that Licensee has inspected the Licensed Conduit
and does hereby accept same as being in good and satisfactory order, condition, and repair.
It is understood and agreed that Licensor makes no warranty or promise as to the condition,
safety, usefulness or habitability of the Licensed Conduit, and Licensee accepts the Licensed
Conduit "as is." By granting this license, Licensor does not in any way bar, obligate, limit,
or convey any warranty with regard to any action relating to operation or modification of the
Licensed Conduit.
V. License Fees. Any license fees shall be waived in accordance with the June 9, 2010
ACHD-Meridian Interagency Governmental Agreement for Waiver of Costs and Fees.
VI. No Cost to Licensor. Any and all costs and expenses associated with Licensee's authorized
use of the Licensed Conduit, or any construction or installation of cable therein, or the repair
and maintenance thereof, or the restoration of the Licensed Conduit and surrounding
property at the termination of this Agreement, shall be at the sole cost and expense of
Licensee.
VII. Maintenance of cable. At Licensee's sole cost and expense, Licensee shall maintain the
power cable installed in Licensed Conduit in good condition and repair and as required to
comply with applicable laws, City policies, and sound engineering practices. Following
reasonable notice to Licensor, Licensee shall have access to Licensed Conduit for the
purposes of accomplishing such repair and maintenance. If the Licensed Conduit is damaged
as a result of the performance by Licensee of maintenance, or by the failure or neglect to
perform such maintenance; and/or Licensee's design, installation or use of the Licensed
Conduit, regardless of cause, Licensee shall correct such deficiency and restore the Licensed
Conduit to the same condition it was in prior thereto, at Licensee's sole cost and expense. If
Licensee shall fail or neglect to commence such correction and restoration within twenty-
four (24) hours of notification thereof, Licensor may proceed to do so, in which event
Licensee agrees to reimburse Licensor for the costs and expenses thereof. Notwithstanding
the provisions of this paragraph, should an emergency exist related to the Licensee's use of
this license which threatens the stability or function of the Licensed Conduit or public
safety, Licensor shall have the right to immediately perform any necessary emergency
repairs on Licensee's behalf and at Licensee's sole expense.
VIII. Removal of cable. It is agreed that upon the termination of this Agreement, Licensee will
promptly remove all cable placed in the Licensed Conduit by Licensee at no cost or expense
to Licensor. Licensee agrees at the termination of this Agreement, to return the Licensed
Conduit and the property as nearly as practical to the condition that they were in before any
use by Licensee. Should Licensee fail to promptly remove all cable placed in the Licensed
Conduit at the termination of this license herein, Licensor may remove such cable placed in
INTERAGENCY LICENSE AGREEMENT BETWEEN ACHD AND CITY OF MERIDIAN
FOR ACHD'S USE OF CITY'S LIGHTING CONDUIT PAGE 2
the Licensed Conduit and assess Licensee for the costs of removal. Licensee will also be
liable for all costs incurred by Licensor to cause the property to be returned to the same
condition it was in before the grant of this license. It is further agreed that should Licensee
not remove all cable placed in the Licensed Conduit at the termination of this Agreement
that Licensee hereby disclaims any interest or title to the cable placed in the Licensed
Conduit after the expiration of the term of this Agreement, and all cable left in the Licensed
Conduit after the termination of this Agreement will pass to Licensor at no cost to Licensor.
IX. Assignment. It is expressly agreed and understood by and between the parties hereto, that
Licensee will not have the right to assign, transfer, hypothecate or sell any of its rights under
this License Agreement except upon the prior express written consent of Licensor.
X. Hold Harmless and Indemnification. Licensee will, to the extent permitted by law, and
subject to the limitations of the Idaho Tort Claims Act (currently codified at chapter 9, title
6, Idaho Code), always, indemnify, defend and hold harmless Licensor, from any loss,
liability, claim, judgment, or action for damages or injury to Licensee, to Licensee's
personal property or equipment, and to Licensee's employees, agents, guests or invitees
arising out of or resulting from the condition of the Licensed Conduit or any lack of
maintenance or repair thereon and not caused by or arising out of the tortious conduct of
Licensor or its employees. Licensee further agrees to indemnify and hold Licensor 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 Conduit by
Licensee or by Licensee's agents, employees, guests or business invitees and not caused by
or arising out of the tortious conduct of Licensor or its employees. If any claim, suit or
action is filed against Licensor for any loss or claim described in this paragraph, Licensee, at
Licensor's option, shall defend Licensor and assume all costs, including attorney's fees,
associated with the defense or resolution thereof, or indemnify Licensor for all such costs
and fees incurred by Licensor in the defense or resolution thereof, or any other liability or
damages to which Licensor may be subjected as a result or consequence of granting this
license. Licensee's obligations pursuant to this paragraph shall survive the termination of this
License Agreement.
XI. Attorneys' Fees. Licensee shall be liable to Licensor for all damages and costs, including
legal expenses and attorneys' fees, suffered or incurred by City in the enforcement of any of
the terms, covenants or conditions of this Agreement.
XII. Binding on successors. This Agreement and all terms and conditions hereof shall apply to
and are binding upon the heirs, legal representative, successors and assigns of the Parties.
XIII. Notices. All notices to be provided under this Agreement shall be in writing and addressed
as follows:
If to Licensee: Ada County Highway District
3775 Adams Street
Garden City, Idaho 83714
If to Licensor: City of Meridian
33 E. Broadway Avenue
INTERAGENCY LICENSE AGREEMENT BETWEEN ACRD AND CITY OF MERIDIAN
FOR ACHD'S USE OF CITY's LIGHTING CONDUIT PAGE 3
Meridian, Idaho 83642
Notices shall be in writing and either personally delivered or sent by registered or certified
U.S. mail, postage prepaid, return receipt requested to the party to be notified at the address
specified above, or such other address as either party may designate in writing. Notice shall
be deemed to have been given upon deposit in the U.S. mail, or upon personal delivery to
the party above specified.
XIV. 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.
XV. Exhibits. All exhibits attached hereto and the recitals contained herein are incorporated
herein as if set forth in full herein.
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:
JD. Hansen, President
CITY OF MERIDIAN:
L -IM
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C,
STATE OF IDAHO
ss:
County of �w )
I HEREBY CERTIFY that on this \-1 day of June, 2015,
before the undersigned, a Notary Public in the State of Idaho,
personally appeared Jim D. Hansen, proven to me to be the
person who executed the said instrument, and acknowledged to
me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal, the day and year in this certificate first
above written.
Notary Public for Idaho
Residing at
Idaho
My Commission Expires:
Attest:
Zatinno -
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SEAL
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Clerk
INTERAGENCY LICENSE AGREEMENT BETWEEN ACHD AND CITY OF MERIDIAN
FOR ACHD'S USE OF CITY'S LIGHTING CONDUIT PAGE 4