ACHD Temp Agreement for Gateway Art
,
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Property Management No. 1831
Street: T 3N ,R IE ,S 18
_1686 - 0406
TEMPORARY LICENSE AGREEMENT
THIS TEMPORARY LICENSE AGREEMENT ("Agreement") is made and
entered into this 24th day of April ,20cÞ_, by and between the ADA
COUNTY HIGHWAY DISTRICT, a body politic and corporate of the state of Idaho,
("ACHD") and the City of Meridian, a municipal corporation and political subdivision of
the State of Idaho ("Licensee").
WITNESSETH:
For good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties:
SECTION 1. RECITALS.
1.1 ACHD owns and has exclusive jurisdiction over the public right-of-way
located in Ada County, Idaho, more particularly described In Exhibit "A" attached hereto
("Right-of-Way").
1.2 Licensee desires a license to use the Right-of-Way 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 Right-of-Way for the following
uses and purposes ("Authorized Use") and no others:
For the placement of a sign/sculpture and base as depicted in Exhibit liB"
attached hereto; such sign/sculpture and base to be approximately 17 feet in
height, 14 feet in width, and 2 feet in depth. 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 Right-of-
Way 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 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
LICENSE AGREEMENT - Page 1
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record or obvious on inspection of the Right-of-Way and statutory rights of utilities to
use the public right-of-way. This Agreement it 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. The
installation or construction of improvements by Licensee in the Right-of-Way as
permitted by the Authorized Use (the "Improvements") shall be accomplished as
depicted in the site plan attached hereto as Exhibit "C." By this agreement, ACHD
approves the site plan and finds that such plan satisfies applicable laws, ACHD 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 therefore 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, non-
transferable, and merely a permissive use of the Right-of-Way 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.
SECTION 5. TERM.
5.1 The term of this Agreement shall be the earlier of two (2) years,
commencing the date of this Agreement, and ending on the 24th day of
April , 2008 or onset of construction of Meridian Split Corridor project and
thereafter shall continue on a month to month basis unless and until terminated by
either party by written notice given to the other, in which event this Agreement shall
terminate as specified in the notice, but no sooner than at the end of the next month.
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 thirty (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.
LICENSE AGREEMENT - Page 2
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.
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 on, over, across
and under the Right-of-Way for the purposes of accomplishing such repair and
maintenance.
7.2 If the Highway on and/or adjacent to the Right-of-Way is damaged as a
result of: (i) the performance by Licensee of maintenance 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 Right-
of-Way 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 Right-of-Way 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.
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 Right-of-Way be widened and/or realigned,
redesigned, improved and/or reconstructed, Licensee hereby accepts responsibility for
all costs of relocating, modifying or otherwise adapting the Improvements to such
widening, realignment, redesigning, improvement, 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 Licensee may elect to
terminate this Agreement in lieu of complying with this responsibility, and further
provided ACHD gives Licensee adequate written notice as necessary to allow Licensee
to redesign, relocate, modify or adapt the Improvements to the widening, realignment,
redesigning, improvement, and/or reconstruction of the Highway and also licenses
Licensee such additional area of its right-of-way, 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 under ACHD policies, Licensee shall first obtain such permit
LICENSE AGREEMENT - Page 3
from ACHD before commencing such work, and pay the required fees and otherwise
comply with the conditions set forth therein.
SECTION 10. NO TITLE IN LICENSEE. Licensee shall have no right, title or interest in
or to the Right-of-Way 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 Right-of-Way, 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 Right-of-
Way to at least its present condition. Should Licensee fail or neglect to promptly
remove the Improvements and restore the Right-of-Way, 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 Right-of-Way 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.
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 Right-of-Way or properly construct, install, plant, repair or
maintain the Improvements thereon, or that otherwise result from the use and
occupation of the Right-of-Way by Licensee, and including any attorney fees and costs
that may be incurred by ACHD in defense of such claims or actions indemnified against
by Licensee hereunder. For claims or actions arising out of failures or neglects
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 Right-of-Way, 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; (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 Right-of-Way. Licensee covenants
and agrees to indemnify and hold ACHD harmless from and against any and all claims,
LICENSE AGREEMENT. Page 4
demands, damages, liens, liabilities and expenses (including, without /imitation,
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 cannot sell, assign or otherwise transfer this
Agreement, the license herein extended, or any of its rights hereunder except with the
prior written consent of ACHD, which consent will not be granted unless the assignee
assumes all obligations, warranties, covenants and agreements of Licensee herein
contained.
SECTION 17. ATTORNEYS' FEES. In any suit, action or appeal to enforce or interpret
this Agreement, the prevailing party shall be entitled to recover its costs incurred
therein, including reasonable attorneys' 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
703 N. Main Street
Meridian, Idaho 83642
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. WARRANTY OF AUTHORITY TO EXECUTE.
21.1 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
LICENSE AGREEMENT - Page 5
Agreement on behalf of ACHD, the same is binding upon, and shall inure to the benefit
of, ACHD.
21.2 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
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Its: Manager, ROWDS
LICENSEE:
CITY OF MERIDIAN
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LICENSE AGREEMENT - Page 6
EXHIBIT "A"
LEGAL DESCRIPTION OF RIGHT-OF-WAY
A license for sign purposes located in Government Lot 2 of Section 18, Township 3
North, Range 1 East, Boise Meridian, Ada County, Idaho, more particularly described as
follows:
Commencing at a brass cap monument marking the southwesterly corner of said
povemment Lot 2, trom which a 5/8 inch diameter iron pin marking the northwesterly
comer of said Govenunent Lot 2 bears N 0°48'48" E a dist~nce of 1389.38 feet;
Thence N 31 °24 '09" E a distance of 203.65 feet to a point on the northeasterly right-of-
way of East Central Drive;
Thence N 58°57'43" W along said northeasterly right-of-way a distance of 15.48 feet to
the POINT OF BEGINNING;
Thence continuing N 58°57'43" W a distance of 15.97 feet to n point;
Thence leaving said northeasterly right-of-way a distance of 26.13 feet along the arc of a
8.00 foot radius curve left, said curve having a central angle of 187°10'00" and a long
chord bearing S 58°57'43" E a distance of 15.97 feet to the POINT OF BEGINNING.
This parcel contains 108 square feet (0.003 acres) and is subject to any other easements
existing or in use.
Prepared by: Glenn K. Bennett, PLS
Civil Survey Consultants, Incorporated
March 7, 2006
LICENSE AGREEMENT - Page 7
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EXHIBIT "B"
DEPICTION OF
AUTHORIZED USE OF RIGHT-OF-WAY
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REAR ELEVATION
LICENSE AGREEMENT - Page 8
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EXHIBIT "C"
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ORIENT FRONT F SIGN
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SITE PLAN
SCALE: 1" := 20'-0"
LICENSE AGREEMENT - Page 9