Loading...
Mou/Moa - 2014 - Laguna Pointe Homeowners Association - 9/16/2014 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License Agreement"), is made and entered into this/Ltit day of ipt{rnbLr, 2014 ("Effective Date"), by and between Laguna Pointe Homeowners' Association, Inc., an Idaho corporation ("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(the"Existing Trail"). B. Licensor and Licensee desire to enter into this License Agreement so that Licensee may provide the public with a non-exclusive public pathway on the Existing Trail during the construction by Licensor of a new trail("Final Trail"), which will be granted by Licensor to Licensee upon its completion. C. Licensor and Licensee desire this License Agreement to remain non-revocable until the completion of the Final Trail by Licensor and its acceptance by Licensee under the terms of that certain settlement agreement ("Settlement Agreement") between the Parties executed concurrently with this License Agreement. 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 Settlement 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 Trail is accepted by the Licensee pursuant to the terms of the Settlement 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 Existing Trail for purposes associated with usage of the greenbelt, it being understood that Licensee will enforce any ordinances it has or may promulgate relating to restrictions along the greenbelt and the Existing Trail. 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 Existing Trail 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 to Licensor's own negligence or intentional misconduct, or arise out of Licensor's 404 Permit from the Army Corp of Engineers. 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 Permittees' rights permitted hereby shall immediately cease. The rights and remedies herein REVOCABLE LICENSE AGREEMENT-1 S:\Docs\Laguna Pointe Homeowners'Association,Inc\Easement Issues' GR\License Agreement(final).docx 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: With copy to: Laguna Pointe Homeowners'Association, Inc. Chad W. Lamer c/o Development Services Inc. Spink Butler, LLP 9601 W. State Street, Suite 203 251 East Front Street, Suite 200 Boise, ID 83714 Boise, ID 83702 208-939-6000(telephone) 208-388-0245(telephone) 208-939-6118(facsimile) 208-388-1001 (facsimile) (b) If to Licensee: With copy to: City of Eagle Cherese D.McLain 660 E. Civic Lane Moore Smith Buxton &Turcke,Chartered Eagle, ID 83616 950 W. Bannock,Suite 520 208-939-6813 Boise, ID 83702 208-939-6827 (facsimile) 208-331-1800(telephone) 208-331-1202(facsimile) 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 Settlement 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 lull force and effect. REVOCABLE LICENSE AGREEMENT-2 S:\Docs\Laguna Pointe Homeowners'Association,Inc\Easement Issues\AGR\License Agreement(tinal).docx (1) 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. (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: Laguna Pointe Homeowners'Association, City of Eagle, Idaho,a municipal corporation an Idaho corporation organized and existing under the laws of the State of Idaho .n 1 fl•By: ��/�/�. / BY: ,Prit 1111 - 'teve •ee, resident James i.Reyno ayor By: 4 ` ,( / - Attest: Darcy Hbdllwa Secretary Sharon K.Bergmann, City o erk REVOCABLE LICENSE AGREEMENT-3 S:\Docs\Laguna Pointe Homeowners'Association,IncEasement Issues'AGR\License Agreement(final).docx EXHIBIT A Depiction of Existing Trail it 5 101 • oa it EXHIBIT A-1 S:\Docs\Laguna Pointe Homeowners'Association,Inc\Easement Issues\AGR\License Agreement(final).docx TITLE 67 STATE GOVERNMENT AND STATE AFFAIRS CHAPTER 23 MISCELLANEOUS PROVISIONS 67-2301.EXEMPTION FROM PAYMENT OF FEES. No fees or compensation of any kind (except the regular salary or compensation paid by the state to the officer, agent, or employee individually for his services) shall be charged or received by any state board, officer, agent or employee for duties performed or services rendered to or for the state or to or for any state board, officer, agent, or employee in the performance of his or their official duties, or to or for the state or any state board, officer, agent and employee in any action or proceeding in which they or any of them are parties. No filing or recording fee shall be charged or received for duties performed or services rendered to or for the state or to or for any state board, officer, agent, employee or any subdivision of the state, to include a county, municipal corporation or district created pursuant to statute, or an officer of such subdivision in the performance of his or their official duties. The Idaho Code is made available on the Internet by the Idaho Legislature as a public service.This Internet version of the Idaho Code may not be used for commercial purposes,nor may this database be published or repackaged for commercial sale without express written permission. Search the Idaho Statutes Available Reference: Search Instructions.