Parking Agreement - 2015 - Temporary Parking / Tennis Club - 3/24/2015 ADA COUNTY RECORDER Christopher D.Rich 2015-026433
BOISE IDAHO Pgs=6 GAIL GARRETT 0410112015 04:32 PM
EAGLE CITY NO FEE
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LICENSE AGREEMENT
THIS LICE SE AGREEMENT (this "License Agreement"), is made and entered into
this r Af day of Kc • , 2015 ("Effective Date"), by and between The Charter School
Fund — Oro Valley, LLC, an Arizona limited liability company ("Licensor"), and the City of
Eagle, Idaho, a city within Ada County, Idaho, incorporated under Idaho Constitution Article
XII, §1 ("Licensee")(collectively, the "Parties").
RECITALS
A. Licensor is the owner of that certain real property depicted on Exhibit A, attached
hereto and made a part hereof, wherein references a temporary parking area.
B. Licensor and Licensee desire to enter into this License Agreement so that
Licensee may provide the public with a non-exclusive parking area ("Temporary Parking
Area") during the construction by Licensor of a new parking area ("Final Parking Area"),
which will be granted by Licensor to Licensee upon its completion.
C. Licensor and Licensee agree and understand that the configuration of the Final
Parking Area may be different from the Temporary Parking Area. Licensor agrees that approval
of the configuration of the Final Parking Area is required by the Licensee prior to construction.
D. Licensor and Licensee desire this License Agreement to remain non-revocable
until the completion of the Final Parking Area by Licensor and its acceptance by Licensee under
the terms of the Development Agreement between the Licensee and Licensor, recorded with Ada
County as Instrument No. 2014-072476 between the Parties executed on August 25, 2014.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and agreed, and in consideration of the recitals above which
are incorporated herein, and the representations, covenants, undertakings and agreements herein
contained and contained in the Development Agreement, Licensor and Licensee represent,
covenant, undertake and agree as follows:
1. License Term. This License Agreement shall commence on Effective Date and
shall continue until the Final Parking Area is accepted by the Licensee pursuant to the terms of
the Development Agreement.
2. License. Licensor hereby grants Licensee, a non-revocable license for the period
of the License Term, to enter and to allow the public ("Licensee's Permittees") to enter upon
the Temporary Parking Area for purposes associated with usage of the greenbelt pathway, it
being understood that Licensee will enforce any ordinances it has or may promulgate relating to
restrictions along the greenbelt and the Temporary Parking Area.
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(a) Licensee agrees to place and maintain a trash receptacle at the site of the
Temporary Parking Area.
(b) Licensee understands that the Temporary Parking Area will be closed for a
period not to exceed 30-days while the Final Parking Area is being
constructed.
(c) Licensee agrees to place and maintain public parking signage at the site of the
Temporary Parking Area.
(d) Licensor agrees to install a paved entry into the Temporary Parking Area and
a graveled parking surface on the Temporary Parking Area acceptable to
Licensee
(e) Licensee agrees to maintain the Temporary Parking Area until such time as
the Final Parking Area is complete.
3. Indemnity. Licensee hereby agrees to protect, defend, indemnify and hold
harmless Licensor, Licensor's members, or agents, from and against any and all liabilities, costs
and/or expenses including, without limitation, reasonable attorneys' fees, in connection with
damages, losses, injuries, and/or death to persons which may be asserted against Licensor,
Licensor's members, employees, representatives, and/or agents, arising out of or in relation to
the use of the Temporary Parking Area or Final Parking Area or the access thereto by Licensee
or Licensee's Permittees, except to the extent (if any) such liabilities, costs or expenses are
caused by, arise out of, result from or relate exclusively to Licensor's own negligence or
intentional misconduct.
4. No Waiver. Any indulgence granted by Licensor to Licensee shall not constitute
or be considered a waiver of Licensor's rights under this License Agreement to insist upon strict
performance of any term hereof
5. Termination. Upon termination or revocation of this License Agreement,
Licensee's and Licensee's Permitees' rights permitted hereby shall immediately cease. The
rights and remedies herein contained and reserved to Licensor shall not be considered exclusive
of any other right or remedy of Licensor, but shall be construed as cumulative and shall be in
addition to every other remedy now or hereafter existing at law, in equity or by statute.
6. Notices. All notices, demands, requests, and other communications under this
License Agreement shall be in writing and shall be deemed properly served or delivered, if
delivered by hand to the party to whose attention it is directed, or if sent via U.S. mail, then three
(3) days following deposit therein, certified mail, return receipt requested, or if sent via facsimile
transmission, when received as confirmed by the date and time stamp on such facsimile
transmission, addressed as follows:
(a) If to Licensor:
Caleb Roope
430 East State Street, Ste. 140
Eagle, ID 83616
2
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(b) If to Licensee:
City of Eagle
660 E. Civic Lane
Eagle, Idaho 83616
7. Miscellaneous.
(a) Counterparts. This License Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all together shall constitute one and
the same License Agreement.
(b) Entire Agreement. This License Agreement and the Development
Agreement embody the entire contract between the Parties hereto with respect to the subject
matter hereof No extension, change, modification or amendment to or of this License
Agreement of any kind whatsoever shall be made or claimed by Licensee or Licensor, and no
notice of any extension, change, modification or amendment made or claimed by Licensee or
Licensor shall have any force or effect whatsoever unless the same shall be endorsed in writing
and be signed by the party against which the enforcement of such extension, change,
modification or amendment is sought, and then only to the extent set forth in such instrument.
(c) Legal Representation. All Parties have been represented by separate
legal counsel in this matter. Thus, in all cases, the language herein shall be construed simply and
in accordance with its fair meaning and not strictly for or against a party, regardless of which
party prepared or caused the preparation of this License Agreement.
(d) Captions. The captions at the beginning of the several paragraphs,
respectively, are for convenience in locating the context, but are not part of the text.
(e) Invalid Provisions. In the event any term or provision of this License
Agreement shall be held illegal, invalid or unenforceable or inoperative as a matter of law, the
remaining terms and provisions of this License Agreement shall not be affected thereby, but each
such term and provision shall be valid and shall remain in full force and effect.
(f) Governing Law. This License Agreement shall be governed by the laws
of the State of Idaho, without regard to conflicts of laws principles.
(g) Attorneys' Fees. If either party shall default in the full and timely
performance of this License Agreement and said default is cured with the assistance of an
attorney for the other party and before the commencement of a suit thereon, as a part of curing
said default, the reasonable attorneys' fees incurred by the other party shall be reimbursed to the
other party upon demand. In the event that either party to this License Agreement shall file suit
or action at law or equity to interpret or enforce this License Agreement hereof, the unsuccessful
party to such litigation agrees to pay to the prevailing party all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party, including the same with respect to an
appeal.
3
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(h) Authority. Each party represents to the other that it has authority to
execute this License Agreement and to perform all of the terms and conditions required of them
as provided under this License Agreement.
IN WITNESS WHEREOF, the parties have executed this License Agreement as of the
date first above written.
LICENSOR: LICENSEE:
The Charter School Fund—Oro Valley, LLC City of Eagle, Idaho
an Arizona limited liability company, by
TPC Commercial LLC, its Manager, by
TPC Real Estate Development Services, Inc.
its Manager
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By: ��� AO.
Caleb Roope, its President Fames D. Reynol s, ayor
ATTEST: ,••,,AC'LE••,,••,.
'
Sharon K. Bergmann, City C erk
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••'•.,,••STATE,,"
STATE OF IDAHO )
. ss.
County of Ada )
On this 07(i day of/2l2f� - , 2015, before the undersigned notary public in
and for the said state, personally appeared JAMES D. REYNOLDS, known or identified to me to
be the Mayor of the City of Eagle and the person who executed the foregoing instrument on
behalf of said City and acknowledged to me that said City executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first
above written.
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No-ary P' .li •r Idaho
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STATE OF IDAHO )
. ss.
County of Ada )
On this `�� day of J, al , 2015, before the undersigned notary public in
and for the said state, personally appeared Caleb Roope, known or identified to me to be the
President of TPC Real Estate Development Services, Inc., an Idaho corporation, the Manager of
TPC Commercial LLC, an Idaho limited liability company, the Manager of The Charter School
Fund—Oro Valley, LLC, an Arizona limited liability company and the limited liability company
who subscribed said company name to the foregoing instrument, and acknowledged to me that
he executed the same on behalf of said company; and that such company executed the same in
said company name.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first
above written. TIO
Notary Public for Idaho
Residing at < O 0c(s.,
My Commission Expires: `3 0-0'W 11.
5
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