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Home My Public Portal About2019.06.01 SIGNED CIHM-St. Lukes Parking License Agreement DocuSign Envelope ID : DAC1135A-5CE6-4EC2-B903-C8FE362448F8 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("License Agreement") by and among ST. LUKE ' S MCCALL , LTD . , an Idaho non -profit corporation ("Licensee") , whose address is 1000 State Street, McCall , ID , and CENTRAL IDAHO HISTORICAL . MUSEUM ("Licensor") , whose address is P .O. Box 4341 , McCall , Idaho 83638 , is effective as of the 1 st day of June, 2019 ("Effective Date") . WHEREAS , Licensor leases from the City of McCall the real property and improvements located at 1001 State Street , McCall , ID ("Museum Property") ; WHEREAS , Included as part of the Museum Property leased from the City of McCall is a parking lot depicted at Exhibit A attached hereto and incorporated herein by reference . The portion of the Museum Property identified at Exhibit A for " SLHS Parking" shall be referred to as the "Licensed Property" . The ten parking spaces which are a part of the Licensed Property across from the 10 - Bay shall be referred to as the "Licensed 10 -Bay Spaces" ; WHEREAS , Licensee operates a hospital near the Museum Property and desires to access and use the Licensed Property for the purpose of providing parking for Licensee and its invitees ; WHEREAS , The twelve ( 12) spaces identified on Exhibit A for "Museum Parking" shall be referred to as the "Museum Parking Spaces" ; and, WHEREAS , As result of entering into this License Agreement, Licensor will lose the right to the sum of $ 14,466 in grant funds pursuant to grant for RY parking lot improvements from the Idaho Department of Parks and Recreation ("Lost Grant Funds") . The Lost Grant Funds are allocated $7,215 to Idaho Department of Parks and Recreation ("IDPR Portion of Grant Funds") and $7,251 to the City of McCall ("City Portion of Grant Funds"). NOW, THEREFORE, Licensor and Licensee agree as follows : 1 . Authority to Grant License. Licensor has authority to enter this License Agreement and has obtained all necessary approvals from the City of McCall as owner of the Museum Property, as evidenced by the Approval from the City of McCall below. 2 . Grant of License. Licensor does hereby grant to Licensee the privilege and non- exclusive license to enter upon the Licensed Property for the purpose of providing parking for Licensee and Licensee' s invitees, and for performing the activities described in Section 5 of this License Agreement. This License shall include parking in the areas identified on Exhibit A for up to forty-two (42) vehicles ; provided that the parking spaces must have a minimum size of 9 feet in width and 18 feet in length . Additionally, parking may include RV parking for not longer than 24 hours . This License shall not include the Museum Parking Spaces , which shall be for Licensor' s exclusive use . 3 . Term of License . a . This License Agreement will commence on June 1 , 2019 , and end at 12 : 00 o'clock noon on May 31 , 2023 , or such earlier date as this License may terminate as LICENSE AGREEMENT - Page 1 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2-B903-C8FE362448F8 hereinafter provided , except that, if any such date falls on a Sunday or holiday, then this License shall end at 12 : 00 o'clock noon on the business day next preceding the aforementioned date . b . Notwithstanding the foregoing, during the term of this License Agreement Licensor may replace some or all of the parking spaces located within the Licensed Property with generally equivalent parking spaces . Generally equivalent parking spaces shall mean generally the same as far as surfacing, striping, size, and located within generally the same proximity from St. Luke' s McCall as the existing spaces . In such case, Licensee shall not be required to vacate their existing spaces until the replacement spaces are provided, and the parties will cooperate to execute an amendment to this License Agreement to effectuate the change in licensed property. c. Unless expressly terminated in a written notice provided to the other party at least thirty (30) days before the expiration of the current Term, the Term of this License Agreement shall automatically renew for an additional one ( 1 ) year period on each anniversary of the Effective Date. Notwithstanding the foregoing, either party may terminate this License Agreement with not less than ninety (90) days prior notice after May 31 , 2023 , and if such termination results in less than a full year' s lease, then rent shall be prorated based on the actual termination date . 4 . Payment. a. The license granted herein is granted as an accommodation to Licensee in consideration of the conditions, covenants, and agreements herein contained. Licensee shall pay the Licensor the sum of Two Thousand Eight Hundred Dollars and No Cents ($2, 800 .00) annually, payable in advance of the first day of the term . b. Additionally, at the commencement of the License, Licensee shall pay the IDPR Portion of Grant Funds shall be paid to IDPR. c. The City Portion of Grant Funds shall be satisfied upon completion of construction of the improvements described at Section 5 (d) below, and as further described at Exhibit B. 5 . Condition of Licensed Property . a. Licensee shall ensure that the Licensed Property is free of any trash, debris, and any other nuisance or unfavorable condition arising from Licensee ' s use of the Licensed Property as allowed herein. Licensee shall leave the Licensed Property in at least as good condition as the Licensed Property was before Licensee ' s use, reasonable wear and tear excepted . b . Licensee agrees to plow the snow on the parking lot of Licensed Property as well as the Museum Parking Spaces and the driving area within the parking lot providing access to the Licensed Property and Museum Parking Spaces (collectively "Museum Plowing Area") . Licensee may, but is not required, to plow snow on the Museum Plowing Area in conjunction with and on the same schedule as plowing of LICENSE AGREEMENT - Page 2 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2-B903-C8FE362448F8 hospital property . Snow related to plowing of the Museum Plowing Area may be stored in areas to be reasonably agreed upon by the parties , but in no case shall any such stored snow cause damage to Museum structures or improvements . Licensee shall remove snow from the Museum Property if there is not sufficient snow storage , in the reasonable opinion of Licensor. c . Licensee shall refresh existing striping of parking spaces in the paved portion of the Licensed Property, as well as the Museum Parking Spaces . Licensee shall also add striping in the gravel portion of the Licensed Property if required by the City of McCall . Licensee may, but is not required , to stripe parking spaces in conjunction with and on the same schedule as parking striping of hospital property . The grading design must be pre-approved by the City of McCall . d. Licensee shall improve the Licensed 10 -Bay Spaces in accordance with specifications approved by Licensor and the City of McCall , prior to using such spaces , including but not limited to satisfaction of storm water drainage requirements . A site drawing, estimate of cost to complete , and narrative of such improvements are detailed at Exhibit B . e . Licensor shall provide and maintain "Museum Only" signs for the Museum Parking Spaces . 6 . Indemnification and Insurance . To the extent not prohibited by Idaho law, each party shall indemnify, save, hold harmless, and defend the other party and, as applicable , the other party ' s directors, commissioners, managers, employees, contractors, agents, and representatives (collectively, "Related Parties") from, for, and against any and all losses, claims, actions or judgments for damages , or death or injury to persons or property, and losses and expenses (collectively "Claims") caused, in whole or in part, or incurred by the indemnifying party, its Related Parties, guests, or business invitees, and not caused by or arising from the negligent, willful acts or omissions of the other party or its Related Parties, guests, or business invitees, including reasonable attorneys ' fees, incurred by either party or its Related Parties arising out of this Agreement, including, without limitation, the failure or neglect of either party, its agents, contractors, employees and sublicensees (a "Licensed Party") to perform in accordance with the terms of this Agreement; and a Licensed Party' s non-compliance with any Laws . 7. Assignment. This License Agreement may not be assigned by Licensee to any party without the express, written permission of Licensor and the City of McCall . 8 . Nonwaiver. No failure to exercise and no delay in exercising any right, power, or privilege on the part of any party shall constitute a waiver of any other or further exercise thereof or the exercise of any right, power, or privilege . The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law . No waiver of any of the provisions of this License Agreement shall be deemed or shall constitute a waiver of any other provision whether or not similar, nor shall any such waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. LICENSE AGREEMENT - Page 3 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2-B903-C8FE362448F8 9 . Governing Law. This License Agreement shall be governed by and construed according to the laws of the State of Idaho . 10 . Amendment . This License Agreement may be amended or modified only by a written instrument executed by the party or parties asserted to be bound thereby, together with the City of McCall or the then current owner of the Property . 11 . Notices . All notices given pursuant to this License Agreement shall be in writing and shall be given by certified United States mail , or other established express delivery service (such as FedEx), postage or delivery charge prepaid, addressed to the appropriate party as set forth below: Licensee : ST. LUKE'S REGIONAL MEDICAL CENTER, LTD . 190 E . Bannock St. Boise, ID 83712 Attn: Real Estate Licensor: CENTRAL IDAHO HISTORICAL MUSEUM PO Box 4341 McCall , ID 83638 The person and address to which notices are to be given may be changed at any time upon written notice to the other party. 12 . Counterparts and Electronic Transmission. This License Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument. Copies of original, executed counterparts transmitted by fax, email or other electronic means shall have the same effect as delivery of an original , executed counterpart. 13 . Authority. Each party and the individuals executing this License Agreement warrant and affirm that they are authorized and empowered to sign this License Agreement, and such signing does bind such party to all the terms, covenants and conditions of this License Agreement. 14 . Severability. If any term, agreement or condition of this License Agreement or the application of any term , condition or agreement to any person or circumstance shall, to any extent, be invalid or unenforceable by law, the remainder of this License Agreement or any other application of the term, agreement or condition shall be valid and enforced to the fullest extent permitted by law. 15 . Entire License. This License Agreement and the exhibits attached hereto constitute all agreements, promises, terms, conditions, or understandings, either oral or written, between the parties hereto with respect to the Licensed Property . LICENSE AGREEMENT - Page 4 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2-B903-C8FE362448F8 16 . Regulatory Compliance . (a) Federal Program Eligibility . Each party represents and warrants to the other that (a) neither it nor any of its principals or affiliates are excluded from participation under any federal health care program , as defined under 42 U. S . C . § 1320a-7b(f) , for the provision of items or services for which payment may be made under a federal health care program (an "Exclusion ") ; (b) neither party has arranged or contracted (by employment or otherwise) with any employee , contractor or agent that it or its affiliates know or should know are excluded from participation in any federal health care program ; and (c) no final adverse action , as such term is defined under 42 U . S . C . § 1320a-7e (g) , has occurred against it or its affiliates or to its knowledge against any employee , contractor or agent engaged to provide items or services under this Agreement (an " Adverse Action") . Each party shall notify the other party of any Exclusion or Adverse Actions or any basis therefor within seven (7) days of its learning of any such Exclusion/Adverse Action . Ineligibility to participate in any federal health care program is grounds for immediate termination of this Agreement at the other party ' s sole discretion . (b) Equal Opportunity. Tenant shall abide by the requirements of 41 CFR 60-1 .4 (a) , 60-300 . 5 (a) and 60-741 . 5 (a) , and Landlord shall abide by these regulations to the extent applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion , sex, sexual orientation , gender identity or national origin . Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion , sex, sexual orientation , gender identity, national origin, disability or veteran status. IN WITNESS WHEREOF the parties have executed this License Agreement as of the Effective Date . LICENSEE : LICENSOR: ST. LUKE'S MCCALL, LTD., an Idaho CENTRAL IDAHO HISTORICAL MUSEUM non-profit cow , �] led by: JE1t16/ 1401... Jeff Taylor Print: Pri t: U Ll. k 1 'cam/ Title: Senior VP , CFO Title : PP Irt Date : J � 23 / 2019 Date : I go I 1 tO 1 9 APPROVED BY: THE CITY OF McCALL • By: mimms / Print: :/cicie . A it on �Ma or Title : - �r Date : My 25, 2019 LICENSE AGREEMENT - Page 5 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2-B903-C8FE362448F8 EXHIBIT A Location of Authorized Parking • Museum Parking 12 Spaces SLHS Parking - _ - .. • t.► j.-_ r • • - • _ �. • r� `$ • . - 1, • - - . ..•_ �, ,.. _ �. Noe A . . —, ape alb :J4 •list .//a. % • It . I . I Liar .alT - 1 ' ' . Zs is . c 6. ler ansilla . _ A ilt . 4` . - a ilea 51P 1i a Spaces r1 . aintift OF . in $,.. . 01,41 •J• - .:4•____ Oat. • y I. �.- ` . '- -ka ! ' . .4 :• • • _ i . •._ ... . to...im... .„4 5 spaces '11111.111.11111.1711.. di i [ �; i aa _ lic- spa e ist, .. ... ,. al% 41 trot • _ .. .. ti!..- 3 51:1) ..41edisztig..4.1 l + G, - - 3 space MI •- . 3 _ / 1 , 1 D . . „R. • _ , • _ t. • 4 a 1.4 i I i ' i • • • z, � . . .• Jets.• . a� irsiTh—r.-amil 1 . . _ , _ 1,. i: . . . 'Veit Oen • lielli • . r . -- ii :' . • ♦ i yr + �� 'J Property Description ; 1001 State Street , McCall , ID 83638 Legal Description MCCALL ACREAGE TAX NO . 5 IN GOV 'T . LOT 6 T18N R3E S8 'CARETAKERS CABIN ' 'CENTRAL IDAHO HISTORICAL MUSUEM' LICENSE AGREEMENT - Page 6 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2- B903-C8FE362448F8 EXHIBIT B Specifications for Improvements to the Licensed 10-Bay Spaces LICENSE AGREEMENT - Page 7 v6- 18-2019 DocuSign Envelope ID : DAC1135A-5CE6-4EC2- B903- C8FE362448F8 - - : :w .. - 9t�. _ - - J -. (- w �, 63 - t• _ „� V r to ti dr: , . g` sie 2, a -ram-- 1 =7w rs O. 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(.0 tir) -I- i • y , • O 03 a i item h , A a a ,-,. u) D D g a) (U a) 0 cd cry m „ ; N 9 .,,,,,,,t_ 3 c .B V) VI D 2 DocuSign Envelope ID : DAC1135A- 5CE6-4EC2- B903- C8FE362448F8 GRANITE Excavation Inc , Cascade , ID We're Dig ,in This Business 23 Warm Lake Hwy, Cascade , ID 83611 ( 208 ) 382 -4188 P r0p95a1_ _ To : St . Luke ' s From : Granite Excavation , Inc . Public Works License Number : PWC- C- 16558 - Unlimited - 2 - 4 Date : 7/ 18/ 2019 Project : Parking Lot Prepared by : Brad Sayers Item No . Item Description Quantity Unit Unit Price Total Price 1 Subgrade 12000 SF $ 0 . 32 $ 3,840 . 00 2 30 " Catch Basin 1 EA $ 2,415 . 85 $ 2,415 . 85 3 12 " ADS Storm Drain 75 LF $ 34 . 60 $ 2, 595 . 00 4 3/4 " Roadmix 150 CY $ 44 . 83 $ 6, 724 . 50 Total $ 15 , 575 . 35 1 Millings This is an option that would replace 150 CY $ 50 . 05 $ 7, 507 . 50 the roadmix . Exclusions : Price does not include Performance and Payment Bonds; if needed please add 1 . 5 % to bid total . Price does not include Site Survey, Quality Control Testing, Rock Excavation , SWPPP or BMP installation, Traffic Control, or any Permits . Price does not include any haul off of excess spoils created from pipe installations . Price does not include Catch Basins or Concrete Collars . Price does not include any scope of work not specifically called out on the above shown bid schedule . Thank you for giving us the opportunity to bid your project ! We look forward to working with you in the future . 4 Confirmed : Accepted : The above prices, specifications and conditions are satisfactory and are hereby accepted . Granite Excavation , Inc . Buyer Authorized Signature : Brad Sayers Signature Date of Acceptance Estimator : Brad Sayers