LA, City of Meridian, Internal Use Only.pdfProperty Management No. RWLA2022-0032 (space reserved for recording)
Street: 925 N Main Street
T 3N, R 1 E, S 07
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the °Agreement°) is made and entered into this 9th day of
August 20 22 , by and between the ADA COUNTY HIGHWAY DISTRICT, a body politic and
corporate of the state of Idaho, ("ACHD") and City of Meridian, ("Licensee").
WITNESSETH:
For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the
parties:
SECTION 1. RECITALS.
1.1 Licensee owns the real property adjacent to the public right-of-way located
in Ada County, Idaho, municipally described as 925 N Main St Meridian ID 83642, and more particularly
described on Exhibit "A" attached hereto ("Licensee's Property").
1.2 ACHD owns and has exclusive jurisdiction over the public right-of-way adjacent to
Licensee's Property, located in Ada County, Idaho, municipally described as E State St & N Main St more
particularly described and/or depicted on Exhibit V attached hereto (the "Right -of -Way").
1.3 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 as more particularly described on Exhibit "C" 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 place Sprinkler parts, valves, boxes, backflow and cage, in the Right -of -Way
located at 925 N Main Street. The City of Meridian will be the responsible party to take care of
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MASTER LICENSE AGREEMENT - Page 1
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issues that may occur with the waterinorrigadon system. This infigation point of connection will
be for the downtown trees.
Licensee is responsible for all maintenance, repair and/or replacement of licensed items. Any
damage or destruction of existing public improvements that occur due to the construction of
licensee's improvements or due to the existence of the licensed improvements are the sole
responsibility and cost of the licensee to repair or replace affected improvements. Public
improvements include but are not limited to the existing sidewalk, concrete curbing, drainage
pipes, asphal4 grass, shrubs or trees.
ACHD is indemnified and will not be held liable from any claim due to including but not limited to
injury and/or death on the items licensed to be constructed within the public Right -of -Way.
(t" ote to Licensee: NO trees have been proposed within ACHD R/W, Storm Drain Easement or Roadside
Swaies 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
albwed located at the backside of the swale. Pressure Irrigation Systems shall include a dedicated
irrigation lane 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 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 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. Any repairs or
maintenance, of the Licensee's improvements currently located in the Right -of -Way or the installation or
construction of improvements by Licensee in the Right -of --Way 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
MASTER LICENSE AGREEMENT - Page 2 SH-2022
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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 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 will commence on the 9th day of August 202,E 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 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 the maintenance required by section 7, or the failure or
neglect to perform such maintenance; and/or
MASTER LICENSE AGREEMENT - Page 3 SH-2022
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(0) 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.
7.4 Licensee will be responsible for the relocation of any existing utilities located on the Right -
of -Way as may be required in connection with any construction or installation of Improvements by Licensee
in the Right -of -Way.
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 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 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 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 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
MASTER LICENSE AGREEMENT - Page 4 SH-2022
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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. Further provided, if the Authorized Use of the
Right -of -Way under this Agreement is for landscaping in ACHD right-of-way 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 right-of-way 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 Right -of --Way.
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
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 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, the Clean
Water Act and/or to the presence, use, generation, release, discharge, storage or disposal in, on or under
the Right-of-way 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 Right -of -Way. 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
MASTER LICENSE AGREEMENT - Page 5 SH-2022
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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
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
Parks Maintenance Manager
33 E Broadway Ave
Meridian, ID 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. RECORDATION. N/A
SECTION 22. Warranty of Authority to Execute.
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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.
MASTER LICENSE AGREEMENT- Page 7 SH-2022
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ADA COUNTY HIGHWAY' DISTRICT
ia�l
By: David Serdar
its: Right of Way Supervisor
STATE OF IDAHO
) ss.
County of Ada )
On this E day of , 2Q2 before me,A t—t vC a Notary
Public n and for the State of Idaho, personally appeared, David Serdar kno 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.
0
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N 00 O RI'tiS n
C.1COMMi .57490
MASTER LICENSE AGREEMENT - Page 8
(11/13/08)
Notary Publid for Idaho
Residing at:
My commission expires: -J _ 013
SH-2022
�PZSU AUGVS�'
Q� '� Robert E. Simison,
o� o� Mayor 8-9-2022
ttes = k;,hpIAN By Brad Hoaglun, Council President
10
Chris f [ h i ez-9--022 Uj
r I, 'At
State oMaho ) C��TE�'elthe
) ss.
County of Ada)
On this 9th day of August 2022 before me, the undersigned, a Notary Public in and for State, personally appeared
Brad Hoaglun and Chris Johnson, known to me to be the Council President and City Clerk respectively of the
C ITY OF MERIDIAN, the entity that executed the foregoing instrument and acknowledged to me that such
entity executed the same.
IN WITNESS WHEROF, I have hereunto set my hand and affixed my official seal, the day and year in this
certificate first above written.
CHARLENE. WAY
COMMISSION No. 6?3W
NOTARY PUBLIC
STATE OF IDAHO
4ibil A • Description of u ct Pro
poy
1= M- pai n of Vidniq
bhi it D - Picture of Detail
aw�"t !(
Notary Public for the State of aho
Residing in Meridian, Idaho
My Commission Expires: 3-28-2028
Tho Ada our? i Ht hway Ntrd(AGHq iS CORWOdf i With Tffle V1 offiio CW R'aj tfs Act of
1 -4 and tdaW "ula6dr?s and d1roc s. AND mums that no pmon shafl an the fin e
Patibad l; wader, drz
Or he WW'S-e su e^ to dsabihafibn undef any ACHD servire, pmgm a or.ac .,
MASTER L[CL SE AGREEMENT - Page 9 _
(1'111 os)
Property Management No. RWLA2022-0032
Street: Main & State Ave
T3N,R1E,S07
Physical location of License Agreement:
ACHD Right of Way adjacent to:
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accurate. ACHD shall not be liable for any Inaccuracies thereon. Ida lld Aver
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Exhibit T"
11