Fiber Optic License Agreement with ACHD for Meridian Rd ConduitINTERAGENCY LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into thisfX
day of MAV , 2014, by and between the ADA COUNTY HIGHWAY DISTRICT, a
body politic and 6orporate of the state of Idaho, ("ACHD") and the City of Meridian ("Licensee").
WITNESSETH:
For good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties:
WITNESSETH:
For and in consideration of the terms and conditions hereinafter contained, and the covenants to
be kept, it is hereby agreed as follows:
NATURE OF LICENSE: Pursuant to the terms, conditions and limitations of this
Agreement Licensor hereby grants to Licensee a license to encroach upon a portion of the
public right-of-way in Ada County, for the following specific use:
To use ACHD-owned conduit for the installation of fiber optic cable (the fiber optic
cable and associated equipment are collectively hereinafter referred to as
"Improvements") for Licensee's exclusive use. Licensee understands and agrees
that it may be required to remove and/or relocate the Improvements if a need for this
portion of the public right-of-way is required for a public use. Costs associated with
the removal and relocation of the Improvements will be borne by Licensee at no cost
to Licensor. This Agreement is not an exclusive right to use the public right-of-way,
is not intended to preclude access to adjacent and abutting properties and is subject
to any existing easements of record or in use.
2. GRANT OF LICENSE: The property to be included in this Agreement are parcels of real
property within the public right-of-way in Ada County, State of Idaho, more particularly
described as follows:
A. ACHD-owned conduit within existing splice vaults, depicted in the attached Exhibits A
and B, at the northwest and southwest corners of the intersection of the public rights-of-
way known as W. Cherry Lane and N. Meridian Road; and
B. Approximately two hundred thirty-four (234) feet of ACHD-owned conduit, depicted in the
attached Exhibit C, along the public right-of-way known as N. Meridian Road.
3. TERM OF LICENSE: This license will commence on the 10 day of
A44 , 2014, and will continue until terminated by Licensor or its successors or
assigns dr 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
of this license.
4. OWNERSHIP: Licensee acknowledges that the real property described in Paragraph 2,
"Grant of License," hereinabove set out is a public right-of-way and Licensee waives any
claim to ownership of the right-of-way whether in fee, adverse possession or any other right,
INTERAGENCY LICENSE AGREEMENT - Page 1
title or interest therein, other than established pursuant to the terms of this Agreement. 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 this License 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.
5. TAXES AND ASSESSMENTS: Licensee agrees to pay all special assessments and
personal property taxes that may be imposed against the Improvements during the term of
this Agreement.
6. LICENSEE'S FEES: Any ACHD license fees shall be waived in accordance with the
ACHD-Meridian Interagency Governmental Agreement for Waiver of Costs and Fees dated
June 9, 2010 and incorporated herein by reference.
IMPROVEMENTS: Pursuant to the terms of this License Agreement, Licensee may
place those Improvements upon the right-of-way as set out in paragraph one, "Nature of
License." 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.
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 this 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 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.
Notwithstanding the provisions of the preceding paragraph, should an emergency exist
related to 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.
It is agreed that upon the termination of this Agreement, Licensee will promptly remove all
Improvements placed in the right-of-way by Licensee at no cost or expense to Licensor.
INTERAGENCY LICENSE AGREEMENT - Page 2
Licensee agrees at the termination of this Agreement, to return all premises as nearly as
practical to the condition that the premises were in before any use by Licensee. Should
Licensee fail to promptly remove any Improvements upon the right-of-way at the termination
of this license herein, and Licensor wants to have said Improvements removed, Licensor
may remove such Improvements and assess Licensee for the costs of their 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 the Improvements in the public right-of-
way at the termination of this Agreement that Licensee hereby disclaims any interest or title
to the Improvements left on the property after the expiration of the term of this Agreement,
and all Improvements left on the property after the termination of this Agreement will pass to
Licensor at no cost to Licensor.
8. 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.
9. HOLD HARMLESS AND INDEMNIFICATION: Licensee will, to the extent permitted by
law, always, indemnify, defend and hold harmless Licensor, its agents, successors and
assigns, against all actions, claims, demands, liabilities, damages, debts, bodily injury and
property damage, including all expenses, costs and attorney fees that may in any manner
be imposed or incurred by Licensor because of, or arising out of, the actions, direct or
indirect, defaults or omissions by Licensee, or any of its officers, agents or servants, arising
out of or concerning the above described property and/or license granted herein, 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.
10. HAZARDOUS MATERIAL CLAIMS; Licensee will be solely responsible for and will
indemnify and hold harmless Licensor, its respective directors, officers, employees, agents,
successors, and assigns from and against any and all loss, damage, cost, expense or
liability directly or indirectly arising out of or attributable to the use, generation, storage,
release, threatened release, discharge, disposal, or presence of hazardous materials on,
under or about the real property described in paragraph two "Grant of License," including
without limitation (1) all damages, (2) the costs of any required or necessary repair, cleanup
or detoxification of the property and (3) all reasonable costs and expenses incurred by the
Licensor in connection therewith, including but not limited to reasonable attorneys' fees.
Licensee's obligations pursuant to this paragraph shall survive the termination of this
License Agreement.
11. ATTORNEY FEES: It is agreed by and between the parties hereto, that in the event suit
is instituted for the purpose of enforcing any and all of the provisions of this License
Agreement, the prevailing party will be entitled to such attorney fees as are adjudged
reasonable by the Court.
12. HEIRS AND ASSIGNS: The covenants and conditions of this Agreement will extend to
and bind the heirs, executors, assigns and successors of the respective parties hereto.
INTERAGENCY LICENSE AGREEMENT - Page 3
13. NO COST 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.
14, 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
33 E. Broadway Avenue
Meridian, Idaho 83642
Attn: Public Works Department
15. EXHIBITS; RECITALS: All exhibits attached hereto and the recitals contained herein are
incorporated herein as if set forth in full herein.
16. WARRANTY OF AUTHORITY TO EXECUTE: 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.
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.
EXHIBITS
Exhibit A — Depiction of Splice Vault at Northwest Corner of Cherry Lane and Meridian Road
Exhibit B — Depiction of Splice Vault at Southwest Corner of Cherry Lane and Meridian Road
Exhibit C — Depiction of Conduit along Meridian Road
INTERAGENCY LICENSE AGREEMENT - Page 4
CITY OF MERIDIAN
l�
By: Tamnyf . de Weerd
Its: Mayo
STATE OF IDAHO )
) ss.
County of Ada )
On this day of A P r o 1 2014, before me,
Sqt no n ne , a Notary Public in and for the State of Idaho, personally
appeared Tammy L. de Weerd, known or identified to me to be the Mayor of the City of
Meridian, the person who executed this instrument on behalf of said City, and acknowledged to
me that the City of Meridian executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
first above written. 11
INTERAGENCY LICENSE AGREEMENT - Page 5
Re -Tiding at: 4
My commission
Idaho
V -
a 6.O
ADA COUNT? HIGHWAY DISTRICT
John S. Franden
President
STATE OF IDAHO )
) ss.
County of Ada )
�On / this day of Ct 2014, before me,
�/,e L.. i,fMGYI a Notary Public in ao for the State of Idaho, personally
appeared, John S. Franden, known or identified to me to be the President of the Board of
Commissioners of 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 unto set my hand and affix official s a/ the day and year
first above written. �I
04V Notq ubl c f rldaho
y dr ` Res' g at:
My commission expires:
The Ada County Highway District (ACRD) 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.
INTERAGENCY LICENSE AGREEMENT - Page 6
Exhibit A — Depiction of Splice Vault at Northwest Corner of Cherry Lane and Meridian Road
A;
Ar
I
E
Fnti'�
ter
4
`l
Exhibit B — Depiction of Splice Vault at Southwest Corner of Cherry Lane and Meridian Road
M,
Exhibit C — Depiction of Conduit along Meridian Road
,'I I IIWIINIII- Nll) Wr1 n.
�Iw Nonwa aarrl oa lTll wo
maaavn� oxn wn auawoxf cxuuuxo� sm .Judo mmu *mom *rmndZmE
' 'M 'UNVIVIMOO ARM11S HAIO N111a1Yiu1 to wo �' ✓it
1
. tlM Yi - Yfl Muhl l'[p IT. - >ill xllm
'4• lT
j I
I
go
I �
---
�i°
�-
gi
i 4
c
�o
° ,xrt iroxe 1 i alit alwvN ivavru i
pill
I`
�j ig 11