Issue Execute a Master License Agreement between the City and the Ada County Highway District for Green Stormwater Infrastructure.

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1 Date: May 12, 2016 To: Public Works Commission From: Steve Hubble, Stormwater Program Coordinator Subject: Master License Agreement for Green Stormwater Infrastructure Issue Execute a Master License Agreement between the City and the Ada County Highway District for Green Stormwater Infrastructure Background Green Stormwater Infrastructure (GSI) is an approach to addressing urban stormwater runoff that utilizes vegetation and soil to treat stormwater by filtration, infiltration or evaporation. Examples of GSI practices include permeable pavements, bioretention/infiltration practices, tree planting, green roofs, and rainwater harvesting. GSI implementation provides water quality, air quality, climate, economic, and social benefits. GSI implementation in Boise has increased in recent years including the construction of several demonstration projects. GSI practices are also constructed with land development projects. Recent downtown development projects have utilized the public right-of-way, operated by the Ada County Highway District (ACHD), to install GSI and meet City stormwater and landscaping/streetscape requirements. One GSI practice that has been frequently installed are suspended paving systems, also known as Silva Cells. These systems serve a dual purpose of supporting enhanced tree growth/health and providing stormwater infiltration underground below sidewalk areas. ACHD has developed a Master License Agreement pursuant to the implementation of GSI practices in the Greater Downtown Area. The Master License Agreement formalizes policies between ACHD and the City concerning the construction, operation and maintenance of GSI facilities within the public right-of-way. More specifically, the geographic extent of the agreement is defined, a license for the City (or its sub-licensees) to install GSI in the right- of-way is provided, provisions to address impact of future roadway construction projects on installed facilities are detailed, and the term of the agreement is identified. Additionally, the License Agreement identifies responsibilities for operation and maintenance of GSI facilities. The City will be responsible for completing periodic inspections of the facilities. Additionally, the City will need to maintain the GSI facilities or ensure that a sub-licensee (developer) maintains them. ACHD will inspect and maintain certain parts of the systems related to roadway drainage. 1

2 Executing the Master License Agreement will enable the continued implementation of GSI in the Downtown Area supporting innovative stormwater management practices, water quality benefits, and other City sustainability initiatives. Options and Recommendation Staff requests your recommendation to City Council supporting execution of the Master License Agreement for Green Stormwater Infrastructure in the Greater Downtown Area. Suggested Motion We move to recommend that the City Council execute the Master License Agreement for Green Stormwater Infrastructure in the Greater Downtown Area. Attachment #1 Master License Agreement Attachment #2 Map of Greater Downtown Area 2

3 (Note: Exhibits A, B, C, & D not included with this draft agreement.) MASTER LICENSE AGREEMENT FOR REGULATION AND CONTROL OF GREEN STORMWATER INFRASTRUCTURE FACILITIES IN THE GREATER DOWNTOWN BOISE AREA THIS MASTER LICENSE AGREEMENT FOR REGULATION AND CONTROL OF GREEN STORMWATER INFRASTRUCTURE FACILITIES IN THE GREATER DOWNTOWN BOISE AREA ( Agreement ) is entered into this day of, 20 (the Effective Date ), by and between ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate of the State of Idaho ( ACHD ), and the CITY OF BOISE, an Idaho municipal corporation of the State of Idaho ( City ). RECITALS A. ACHD is a single county-wide highway district organized and existing under the laws of the State of Idaho, with the jurisdiction over public rights-of-way, including sidewalks, in Ada County. B. City is a municipal corporation with police power to regulate and control encroachments and activities upon sidewalks within the city. C. ACHD and City entered into a Master License Agreement for Regulation and Control of Sidewalk and Parking Facilities in the Greater Downtown Area on February 25, 2015, ( City Agreement ) in which ACHD agreed to grant City a limited license in the Greater Downtown Boise Area to regulate and control the size, placement, operation, and maintenance of all newsstands, ATM s, signs, planters, benches, fountains, fences, streetlights, sidewalk cafés, outdoor eateries, interlocking pavers, and similar commercial and public structures, objects, and other facilities on the sidewalks within the public rights-of-way located in the Greater Downtown Boise Area; to regulate and control the size, placement, operation, and maintenance of any and all valet parking operations within the public rights-of-way located in the Greater Downtown Boise Area; to install, maintain, and remove parking meters and facilities in the public rights-of-way located in the Greater Downtown Boise Area; and to maintain the necessary and/or desired landscaping upon the sidewalks in the public rights-of-way located in the Greater Downtown Boise Area. D. ACHD and Capital City Development Corporation ( CCDC ) entered into a Master License Agreement, dated June 21, 2013 granting a limited license to install and control the size, placement, operation and maintenance of interlocking pavers on the sidewalks within the rights-of-way in the Greater Downtown Boise Area ( CCDC Agreement ). E. ACHD and Valley Regional Transit ( VRT ) entered into a Cooperative Governmental Agreement, dated July 1, 2007 granting a limited license to construct, install, maintain, repair and control transit structures, benches, signage and other related

4 structures and improvements in the City of Boise public right-of-way ( VRT Agreement ). F. Idaho Code provides that public agencies may contract with one another to perform any governmental service, activity, or undertaking that each public agency entering into the contract is authorized by law to perform. G. The parties desire by this Agreement that ACHD will grant to City a limited license to regulate and control the size, placement, operation, and maintenance of green stormwater drainage facilities located within and under sidewalks and other areas adjacent to and behind the curb within the public rights-of-way for the purpose of providing safe and effective alternative stormwater drainage systems in the Greater Downtown Boise Area and to improve upon the aesthetics therein, and to set forth the purposes, powers, rights, objectives and responsibilities of each party relating to green stormwater drainage facilities constructed by City and/or its sublicensees. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are made a part of this Agreement and not mere recitals, and for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually agreed as follows: 1. License Grant ACHD hereby grants a license to City ( License ) within the public rights-ofway depicted on Exhibit A (collectively, the Greater Downtown Boise Area ) for an ( Authorized Use ) to: In coordination with ACHD, regulate and control the size, placement, operation, and maintenance of green stormwater drainage facilities located within and under sidewalks and other areas adjacent to and behind the curb within the public rights-of-way that receive stormwater drainage from the roadway surface or a combination of both the roadway surface and private property. Such green stormwater drainage facilities include, but are not limited to: suspended pavement systems that provide additional soil volume for tree growth and/or stormwater retention, permeable pavers, bioretention planters, bioretention swales, and subsurface structures that include a series of street trees along a section or the total length of a subsurface trench, commonly referred to as stormwater tree cells, and are collectively referred to as the Facilities for the purposes of this Agreement, unless referred to in specifically in the singular; Maintain the necessary and/or desired landscaping and streetscaping associated with the Facilities upon sidewalks and other areas adjacent to and behind the curb within the public rights-of-way; and Sublicense the rights and obligations set forth herein.

5 1.2. City shall have no right, title, or interest in or to the public rights-of-way other than the right to use the same pursuant to the terms and conditions of this Agreement and pursuant to the authority granted in Idaho Code This Agreement does not extend to City the right to use the public rights-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 the public right-ofway. If the public right-of-way has been opened as a public Highway (as used in the Agreement, the term Highway is as defined in Idaho Code (5)), City s authorized use is subject to the rights of the public to use the right-of-way for Highway purposes. City s authorized use is also subject to the rights of holders of easements of record or obvious physical limitations upon inspection of the public right-of-way, and to the statutory rights of utilities to use the public right-of-way This Agreement is subject to and shall not supersede or conflict with license or rights granted under the City Agreement, attached hereto as Exhibit B and the license or rights granted under the CCDC Agreement, attached hereto as Exhibit C and the VRT Agreement, attached hereto as Exhibit D. It is agreed between the Parties that Facilities located within and under sidewalks and other areas adjacent to and behind the curb within the public rights-of-way that do not receive stormwater drainage from the roadway surface shall be subject to the City Agreement This Agreement is not intended to, and shall not preclude or impede (i) the ability of ACHD to enter into other similar agreements in the future allowing third parties to also use the public right-of-way, provided that written notice is provided to the City, and such use does not unreasonably interfere with City s rights regarding the Facilities as set forth in this Agreement and contained in Idaho Code, or (ii) the ability of ACHD to redesign, reconstruct, relocate, maintain and improve the public right-of-way and Highways as authorized by and in accordance with state law. Where ACHD s retained rights, as stated herein, affect the City s authorized placement of Facilities within and under sidewalks and other areas adjacent to and behind the curb, ACHD and City will work in good faith to resolve any conflicts; provided however, that City for itself and for its sublicensees as applicable, accept and acknowledge responsibility for all costs for relocating, modifying or otherwise adapting the Facilities to such realignment and/or relocation and/or reconstruction if required by ACHD With reference to any Facilities located in the Greater Downtown Area, ACHD will use best efforts to terminate all ACHD License Agreements for any existing Facilities in the Greater Downtown Area and such Facilities shall become subject to this Agreement. During the term of this Agreement, ACHD shall not authorize, permit or license any Facilities to be located in the public right-of-way in the Greater Downtown Area unless ACHD determines it to be in its best interest to do so and notifies City of such determination and nothing herein shall prohibit or limit ACHD from installing its own Facilities within the public rightof-way ACHD and City agree to freely and promptly exchange information reasonably necessary to comply with the terms of this Agreement, including the provision to

6 City, by ACHD of all records, documents, databases, or information relating to known and authorized Facilities licenses in the Greater Downtown Area, whether terminated or not City shall consult with representatives of ACHD to determine any traffic operations, motorist and pedestrian safety issues associated with the installation or maintenance of any Facilities Under no circumstances may any Facilities jeopardize motorist or pedestrian safety or interfere with or obstruct ACHD construction, maintenance or other street improvement activities, traffic operations, or other responsibilities within ACHD s jurisdiction All Facilities shall include adequate pre-treatment and treatment measures and shall be designed, constructed, operated and maintained in accordance with generally accepted engineering practices, the prevailing standard of care in the industry, applicable federal, state and local laws, ordinances, rules and regulations, including but not limited to all amended, subsequent and/or future ACHD policies and ordinances as such are available and set forth at: and permits (including ACHD s NPDES Permit No. IDS IDS , and any future amendments thereto, or future/subsequent versions thereof ( ACHD s NPDES Permit ) having any bearing upon, or otherwise governing any aspect of, the Authorized Use licensed herein, and all ACHD approved City requirements for adequate pre-treatment and treatment measures All Facilities shall be designed, constructed and maintained by City and its sublicensees to provide required treatment of runoff from the adjacent private property and adjacent roadway surfaces where applicable and shall ensure proper infiltration of runoff to prevent any damage to adjacent new construction or existing adjacent structures/buildings, sidewalks, and ACHD roadways City and its sublicensees shall: Provide ACHD with a copy of the approved Operation & Management Plan including identification of responsible party(ies) Conduct annual inspections of the Facilities Submit inspection reports to ACHD with a copy to the City as applicable Perform maintenance as needed on the Facilities, excluding components for which ACHD is responsible including, but not limited to, drop inlets, manholes, permeable pavers, and any stormwater conveyance pipes that connect to the Facilities Agree to remove the Facilities and replace them with traditional stormwater facilities approved by ACHD if they fail to perform required maintenance and repairs Agree to pay ACHD for all costs incurred by ACHD as a result of their failure to perform required maintenance and repairs City agrees to enforce all ACHD conditions of any sublicense granted to a private party Where City s on-site retention requirements are met through use of Facilities in the public right-of-way, City shall:

7 Be responsible for plan review along with ACHD to ensure the design also meets City requirements; especially components directly connected to the stormwater drainage system from private property such as roof drains Ensure that there is an Operation and Maintenance Agreement sublicense with the responsible party for private developments prior to final approval of plans Provide oversight of Operations & Maintenance, per Sections II.B.2.e. and II.B,2.f. of ACHD s NPDES Permit for those facilities that the City is responsible for.s NPDES Permit City and its sublicensees ( Licensees ) are authorized to discharge only: (a) landscape irrigation (the use of reclaimed water for any such landscape irrigation is strictly prohibited) in conformance with Section I.D.1.c of ACHD s NPDES Permit; and (b) stormwater surface run-off from the Licensee s Property into ACHD s MS4 through the above-described Facilities. No other discharges or discharge pathways are authorized under this Agreement. Further, Licensee shall not discharge any water, substance, or other material into the MS4 that causes, or has the reasonable potential to cause or contribute to an excursion above applicable Idaho Water Quality Standards, or that otherwise violates, or threatens the violation of, the terms of ACHD s NPDES Permit Notwithstanding the any of the provisions contained in this Agreement, should an emergency arise related to the Authorized Use contemplated herein which threatens compliance with ACHD s NPDES Permit, the stability or function of the Highway on, or adjacent to, the Right-of-Way, or otherwise jeopardizes the safety of the public use thereof, ACHD shall have the right to immediately perform, on behalf of, and at the cost of, the City or its sublicensees, all emergency repairs ACHD deems necessary in the District s sole discretion. 2. Compliance with Laws; No Waste or Nuisance City, in the performance of its rights and responsibilities under this Agreement, shall (i) comply with, and shall take reasonable action to ensure that any sublicensee comply with, all applicable federal, state and local laws, ordinances, rules and regulations, including without limitation, all amended, subsequent and/or future Ada County Highway District policies and ordinances as such are available and set forth at: the Americans with Disabilities Act ( ADA ), those relating to traffic and pedestrian safety, the Clean Water Act (including ACHD s NPDES Permit), 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) (collectively, Laws ) and ACHD approved City requirements for adequate pre-treatment measures; (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 public rights-of-way in the Greater Downtown Area. City 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,

8 reasonable attorneys' fees), arising directly or indirectly from or in any way connected with the breach of the foregoing covenant. These covenants shall survive the termination of this Agreement. 3. Maintenance and Repair. 3.1 City shall be responsible for and shall regulate and control the size, placement, removal, operation, maintenance, and repair of all Facilities which it or ACHD authorizes, licenses, or sublicenses to be placed in the Greater Downtown Area, except to the extent any repairs are necessitated by damage caused by ACHD, its agents, contractors or employees during operations other than routine maintenance, road resurfacing or traffic control equipment repair or replacement, which repairs shall be the responsibility of ACHD. City agrees to keep or require the operation, maintenance, and repair of the Facilities in good repair and in compliance with all Laws. If, in ACHD s reasonable discretion, City fails to comply with its obligation herein such that a Facility poses a danger to the public or a Law is not being complied with, the same may be removed or repaired by ACHD at any time, without notice to the City and without liability for any damage to the Facility when so removed or repaired. Removal or repair of Facilities not posing a safety hazard shall require reasonable notice to the City as applicable prior to action to repair or remove on behalf of ACHD. City shall reimburse ACHD for reasonable costs associated with the removal or repair of such Facilities when such removal or repair is necessary for safety reasons or to comply with any Law. 3.2 Without limiting the City s obligation to comply with the foregoing and to reimburse certain City costs associated with the removal or repair of such Facilities, nothing contained herein shall be construed to substitute the City in the place of ACHD or property owners for the construction, replacement, or reconstruction of sidewalks as may be provided for by local ordinance, law or by ACHD policy, rule, or regulation. The intent of this Agreement is to provide a master license to the City to authorize it to regulate and control the size, placement, removal, operation, and maintenance of all Facilities noted herein upon the public rights-of-way located in the Greater Downtown Area. 3.3 City acknowledges and agrees that when repair or replacement of MS4 infrastructure is necessary, any Licensee discharge to the MS4 under the Authorized Use granted herein may need to cease during the time of repair or replacement. City agrees to cease its own discharge or that of any sublicensee for any period of time and for any reason when requested by ACHD or any other entity with jurisdiction under the Clean Water Act, including those with jurisdiction under ACHD s NPDES Permit. ACHD will provide as much advance notice to City or its sublicensees as is practicable. Further, City and its sublicensees must immediately cease any and all discharge authorized herein in the event said discharge results in a violation, or threatened violation, of ACHD s NPDES Permit. The Licensee discharge contemplated in this Agreement shall not resume until subsequently authorized in writing by ACHD. 3.4 If the Highway on and/or adjacent to the Right-of-Way is damaged as a result of:

9 (i) the performance by City or its sublicensees of the maintenance required by this Agreement, or the failure or neglect to perform such maintenance; and/or (ii) City or its sublicensee s design, installation or use of the Facilities, regardless of cause; City or its sublicensees shall, at its sole cost and expense, correct such deficiency and restore the Highway and the surface of the Right-of-Way to the same condition it was in prior thereto. Should City or its sublicensees 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 City or its sublicensees agrees to reimburse ACHD for the costs and expenses thereof, including, without limitation, reasonable compensation for the use of staff and equipment of ACHD. 4. Indemnification. City will defend, indemnify and hold harmless ACHD and, as applicable, ACHD s directors, commissioners, managers, employees, contractors, agents, and representatives (collectively, Related Parties ) from and against any and all claims or actions for loss, injury, death, costs, damages, mechanics and other liens, liabilities, losses, costs or damages (collectively, Losses ), including attorneys fees, incurred by ACHD or its Related Parties resulting arising out of this Agreement, including but not limited to, (i) the failure or neglect of City, its agents, contractors, employees and sublicensees (a City Party ) to properly maintain and/or regulate the Facilities, (ii) damage to any sidewalk within any right-of-way in the Downtown Area caused by any party other than ACHD or its Related Parties, (iii) and a City Party or any Facilities user s non-compliance with any Laws. 5. Liability Insurance. City shall require any of its sublicensees, to carry general liability insurance in a sum equal to the statutory limit set forth in Idaho Code (currently $500,000) as may be adjusted by the Idaho legislature from time to time. City agrees to provide notice to ACHD of such coverage(s), with ACHD as an additional insured, on an annual basis. 6. Future Changes. If, in the future, City desires to alter the physical layout of, construct improvements upon, or allow by sublicense, the addition of Facilities within the rights-of-way which constitute the Greater Downtown Area ( Future Changes ), all such Future Changes shall comply with all applicable Laws and the cost and expense of such their construction shall be the sole responsibility of City or its sublicensee as applicable. If ACHD determines that a Highway on and/or adjacent to the public rightof-way in the Greater Downtown Area requires widening, realignment, redesign, improvement and/or reconstruction as would necessitate the relocation, modification or other adaptation of any Facilities, the City or its sublicensee and ACHD shall be responsible on a proportionate basis, equal to the percentage of stormwater anticipated to discharge into the replacement Facilities from non-public right-of-way and public rightof-way sources, for the cost and expense of relocating, modifying or otherwise adapting the affected Facilities to such widening, realignment, relocation and/or reconstruction as required by ACHD and in compliance with Laws. Provided however, that City or its sublicensee would be solely responsible for construction of replacement facilities that are

10 anticipated to exclusively accept stormwater from non-public right-of-way sources as well as facilities that have no stormwater component, and ACHD would be solely responsible for construction of replacement facilities that are anticipated to exclusively accept stormwater from the public right-of-way. ACHD shall give City at least ninety (90) days prior written notice of the need for any such relocation, modification or adaptation by City. In response to such notice, City or its sublicensee may also elect to remove an affected Facility in lieu of any such relocation, modification or adaptation. 7. Facilities Revenue. Throughout the term of this Agreement, City shall not be obligated to pay ACHD a fee for the authorization to use the public right-of-way. 8. Term of Agreement. Except as otherwise provided herein, the initial term of this Agreement commences on the Effective Date and shall continue in effect for a period of five years (the Initial Term ). The Initial Term automatically will be extended for successive one-year periods (each a Renewal Term ) unless any party notifies the other parties at least 30 days before the expiration of the Initial Term or any Renewal Term, as the case may be, that it does not wish to extend the Agreement. The Initial Term and any Renewal Terms are collectively referred to as the Term. Notwithstanding the foregoing or any other provision herein, this Agreement may be terminated (i) by any of the parties upon 30 days written notice or (ii) by ACHD upon 5 days notice to City, if in ACHD s reasonable discretion City has failed to allocate sufficient resources and/or funds to ensure the Facilities are properly maintained. Upon termination of this Agreement, all sublicenses issued to private developers by City shall transfer to ACHD as the licensor, and in the case of any Facilities constructed by City, City shall thereafter be financially responsible to ACHD for any costs of Facility maintenance or repair undertaken by ACHD, that would otherwise have been attributable to the City under Section 3 of this Agreement. 9. Waiver and Estoppel. City acknowledges and agrees that the authorized uses granted herein are temporary, non-transferable (subject to Section 13.3), and merely a permissive use of the public right-of-way pursuant to this Agreement. City further acknowledges and agrees that it specifically assumes the risk that the access right that is granted pursuant to this Agreement may be terminated as provided herein before it has realized the economic benefit of the cost of installing, constructing, repairing, maintaining, or authorizing any use of the Facilities, and City hereby waives and is estopped from asserting any claim that this Agreement is in any way irrevocable because they has expended funds on the Facilities and this Agreement has not been in effect for a period sufficient for City to realize the economic benefit from such expenditures. Any and all costs and expenses associated with City s use of the public right-of-way, or the repair and maintenance of the Facilities, shall be at the sole cost and expense of City respectively except as otherwise provided herein. 10. Default. None of the parties shall be deemed to be in default of this Agreement except upon the expiration of thirty (30) days from receipt of written notice from the other parties specifying the particulars in which such party has failed to perform its obligations (or breached any of its representations or warranties) under this Agreement

11 unless such party, prior to expiration of said thirty (30) day period has rectified the particulars specified in said notice of default; provided, however, that if the nature of the alleged default is such that it cannot reasonably be cured within such thirty (30) days period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period. 11. Force Majeure. Performance by any party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, walkouts, riots, flood, earthquakes, fire or other casualty, the elements or acts of God, or other causes, other than financial, beyond a party s reasonable control. 12. Third Party Construction. If, as a result of any construction, improvement, repair or maintenance by or caused by a third party (such as, by way of example and not limitation, third party new construction or third party relocation of sewer or utility lines), it is determined by ACHD that relocation, modification or other adaptation of any of the Facilities will be required, ACHD shall require that the third party, at such third party s sole cost and expense, be responsible for such relocation, modification or other adaptation, as ACHD deems to be appropriate under the circumstances. 13. Miscellaneous 13.1 Authority. The parties hereby warrant that the person executing this Agreement on behalf of each party is, at the time of its execution, duly authorized to do so by its governing body, and is fully vested with the authority to bind that party in all respects Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remainder shall be construed to conform to the intent of the parties, and shall survive the severed provisions Assignment. Any party shall be entitled to assign this Agreement to an entity which is either statutorily authorized to be its successor or is an entity controlled by the assigning party, provided that such assignee assumes all the obligations, warranties, covenants and agreements of the assigning party herein contained. Otherwise, no party shall be entitled to sell, assign or otherwise transfer this Agreement or any of its rights hereunder without the prior written consent of the other parties, which consent will not be granted unless such, assignee or transferee assumes all the obligations, warranties, covenants and agreements of the assigning party herein contained Representation and Warranty. City warrants and represents that its codes and ordinances do not conflict with the terms of this Agreement Further Assurances. Each of the Parties shall cooperate fully with the others and execute such further instruments, documents and agreements and give such further written assurances, as may be reasonably requested by the others to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement Captions and Headings. The captions and headings in this Agreement are solely for reference purposes, and shall not affect the interpretation of any provision of this Agreement.

12 13.7 Third Parties. This Agreement is not intended to create, nor shall it in any way be interpreted or construed to create, any third party beneficiary rights in any person not a party hereto Successors and Assigns. The terms and conditions hereof shall be binding upon and inure to the benefit of the respective parties, their administrators, executors, successors and assigns Attorney Fees. Should any party find it necessary to employ an attorney for representation in any action seeking enforcement of any of the provisions of this Agreement, to recover damages for the breach of this Agreement, to resolve any disagreement in interpretation of this Agreement, or to obtain assistance in any litigation, the unsuccessful party in any final judgment or award entered therein shall reimburse the prevailing party for all reasonable costs, charges and expenses, including attorneys fees expended or incurred by the prevailing party in connection therewith and in connection with any appeal, and the same may be included in such judgment or award Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of this Agreement as if the exhibits were set forth in their entirety in this Agreement Entire Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the transaction contemplated herein, and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein Acknowledgments and Modifications. No acknowledgments required hereunder, and no modification or waiver of any provision of this Agreement or consent to departure therefrom, shall be effective unless in writing and signed by the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. City of Boise David H. Bieter Mayor ATTEST: Lynda Lowry Ex-Officio City Clerk

13 ACHD: ADA COUNTY HIGHWAY DISTRICT Kent Goldthorpe President ATTEST: Bruce S. Wong Director EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Aerial Map of Greater Downtown Area Boundaries City Agreement CCDC Agreement VRT Agreement

14 EXHIBIT A (Aerial Map of Greater Boise Downtown Area)

15 EXHIBIT B (City Agreement)

16 EXHIBIT C (CCDC Agreement)

17 EXHIBIT D (VRT Agreement)

18 N 19th St N Americana Blvd W Ada St W Resseguie St N 18th St N 17th St W Idaho St W Main St W Fairview Ave S 18th St S 17th St W Shoreline Dr S Americana Blvd W Hays St N 16th St S 16th St W Spa St N 15th St S 15th St N 14th St W Front St S 14th St S 13th St W Washington St N 13th St W Grove St W Grand Ave W River St S 12th St S Pioneer St S Ash St N 12th St N 12th St S 12th St W Fort St N 11th St N 11th St S 11th St Greater Downtown Area W Hays St N 10th St S 10th St W Front St W Miller St W Royal Blvd N 9th St W State St W Jefferson St W Idaho St S 9th St W Lee St S Lusk St N 8th St S 8th St S Capitol Blvd N 7th St N Capitol Blvd S Capitol Blvd W Franklin St N 6th St N 6th St S 6th St N 5th St N 5th St S 5th St W Broad St W Myrtle St W Cesar Chavez Ln S Earle St W Grove St W Washington St N 4th St W Main St S 4th St W Bannock St N N 3rd St S 3rd St N 2nd St S 2nd St N Robbins Rd Plot Date: 5/4/2016 N 1st St N Collins Rd E Garrison Rd E Idaho St E Fort St E Jefferson St S Theatre Ln E Krall St E Bannock St E Jefferson St E Warm Springs Ave S Avenue A Ave N Scout Ln E Redwood Ct E Front St E Myrtle St City of Boise Public Works GIS Services E Reserve St E Logan St S Bronco Ln N:\Workspaces\PublicWorks\DIS\Stormwater\Maps\DowntownMapForSteve.mxd E Krall St S Broadway Ave CCDC Urban Renewal Districts Central District River Myrtle - Old Boise District Westside Downtown District ,000 Feet