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Joint Use Agreement with Meridian School Joint School District NoJOINT USE AGREEMENT: NW 8T" STREET PEDESTRIAN LIGHTING This JOINT USE AGREEMEN;: NW 8r" STREET PEDESTRIAN LIGHTING is made and entered into this jL day of � 11, by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Meridian Joint School District no. 2, a school district organized under the laws of the State of Idaho ("District"). WHEREAS, City is undertaking a public works project to install new street lighting facilities along NW 8`h Street, in Meridian, Idaho, including that portion adjacent to Meridian Middle School; and WHEREAS, the Parties seek to work together to utilize an existing District -owned light pole, located on the east side of the Meridian Middle School parking lot ("Pole"), as set forth in Exhibit A, in furtherance of the dual goals of improving lighting of both the Meridian Middle School property and NW 8`h Street's roadway and sidewalk; NOW, THEREFORE, in consideration of the foregoing premises, mutual covenants and agreement herein contained, the parties hereto agree as follows. I. City obligations. A. Replace existing West Fixture. City shall remove the existing light fixture on the west side of the Pole and replace it with a new light fixture on the west side of the pole ("West Fixture"). The West Fixture shall be selected by District. City shall bear all costs for materials and labor required to replace the West Fixture. B. Install new East Fixture. City shall install, and shall thereafter maintain, a new light fixture, including a mast arm and luminaire, on the east side of the Pole ("East Fixture"). The East Fixture shall be selected by City. City shall bear all costs for materials and labor required to install the East Fixture. District acknowledges that installation of the East Fixture shall include wiring to the Pole's existing electrical infrastructure. C. Maintenance of fixtures. Upon installation of the West and East Fixtures, City shall assume responsibility for maintenance of both, including replacement and/or repair as needed to ensure functionality of. luminaries, mast arms, fuses, wiring, bulbs, ballasts, or photoelectric cells in or associated with the West or East Fixtures. City shall bear all costs for materials and labor required to maintain the West and East Fixtures. II. District obligations. A. Grant of access. District shall, and hereby does, grant to City unrestricted access to the Pole and the surrounding area, as shown in Exhibit A, for the purposes of replacing the West Fixture, installing the East Fixture, and maintaining same. B. Payment of utility costs. Upon installation of the West and East Fixtures, District shall bear all costs for provision of electricity to the Pole and to the West and East Fixtures. .JOINT USE AGREEMENT: NW 8`" STREET LIGHTING PAGE I OF 3 C. Maintenance of Pole. Before, during, and following installation of the West and East Fixtures, District shall assume responsibility for maintenance of the Pole, including replacement and/or repair as needed due to damage to or loss of the Pole, or base thereof. III. General provisions. A. Time is of the essence. The Parties acknowledge that commitments made under this Agreement shall be performed in a timely manner. The Parties acknowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. B. Nonappropriation. Notwithstanding anything in this Agreement to the contrary, the Parties' respective obligations under this Agreement shall be subject to and dependent upon appropriations being made by their respective governing boards for such purpose; provided, however, that the authorized representatives hereunder shall use their best efforts to obtain the necessary annual appropriations throughout the term of this Agreement. C. Notice. Notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed via U.S. mail, addressed as follows: City: City of Meridian Attn: Transportation & Utility Coordinator 33 E. Broadway Avenue Meridian, Idaho 83642 District: Meridian Joint School District No. 2 Attn: Supervisor of Operations 2301 E. Lanark Street Meridian, Idaho 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. D. Term of Agreement. This Agreement shall become effective as of the Effective Date, and shall expire ten (10) years from the Effective Date unless earlier terminated or extended in the manner as set forth in this Agreement. If the parties to this Agreement fail to mutually extend this Agreement, and neither has terminated the Agreement, the term of this Agreement, or such other terms as the parties have agreed upon in writing, shall be renewed automatically for one-year periods thereafter unless terminated by either party in the manner provided in this Agreement. E. Termination. 1. Grounds for termination. Grounds for termination of this Agreement shall include, but shall not be limited to: an act or omission by either party which breaches any term of this Agreement; an act of nature or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party; or a change in JOINT USE AGREEMENT: NW 9"' STREET LIGHTING PAGE 2 OF 3 circumstances that renders the performance by either party a detriment to the public health, safety, or welfare. 2. Termination process. Either party may terminate this Agreement by providing ninety (90) days advance written notice of intention to terminate. Such written notice shall include a description of the breach or circumstances providing grounds for termination. A ninety (90) day cure period shall commence upon mailing of the notice of intention to terminate. If, upon the expiration of such cure period, cure of the breach or circumstances providing grounds for termination has not occurred, this Agreement may be terminated upon provision of written notice of termination. F. Construction and severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. G. Hold Harmless and Indemnity Agreement. All terms and provisions of the Hold Harmless and Indemnity Agreement, executed by the parties on August 22, 2007 and attached hereto as Exhibit B, are incorporated herein by reference as though set forth fully herein. H. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of this Agreement as if the exhibits were set forth in their entirety in this Agreement. I. Entire agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day ofd, 2011. 00"3ZA DISTRICT: r LinCl rk, District Supen tent CITY OF MERIDIAN: �QORp.LFDAUCGST� city of BY: E � Tammy de rd,"Mayor9 IGAM3 my SEAL t 1k, TAE Abup� lman, City Clerk JOINT USE AGREEMENT: NW 8"' STREET LIGHTING PAGE 3 OF 3