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521543 NON-EXCLUSIVE EASEMENT AGREEMENT 1\ This NON-EXCLUSIVE GRANT OF EASEMENT (this "Grant") is made this =day of 1-lg:j! I , 2008, by and between THE BOARD OF REGENTS OF THE UNIVERSITY OF AHO, a state educatiOnal and body pohttc and corporate organized and existing under the Constitution and laws of the State of Idaho ("GRANTOR"), whose business address is Vice President for Finance and Administration, University of Idaho, Moscow, Idaho, 83844- 3168, and CITY OF MOSCOW, Idaho, a municipal corporation of the State of Idaho, whose business address is 206 East Third Street, Moscow, Idaho, 83843 ("GRANTEE"). RECITALS GRANTOR has agreed to grant to GRANTEE a non-exclusive easement on a portion of GRANTOR's property, which property is legally described on Exhibit and graphically depicted on Exhibit attached hereto and incorporated herein by this reference; "Easement Parcel" consists of real property to be utilized for the construction, operation, maintenance, repair, replacement, and/or removal of a public bus stop shelter. NOW, THEREFORE, in consideration of the recitals above which are incorporated herein below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: 1. GRANT: GRANTOR hereby grants and conveys to GRANTEE, its successors, agents, and assigns, subject to all the terms, conditions and warranties contained herein, a temporary, non-exclusive easement for the purpose of the construction, operation, maintenance, repair, replacement and/or removal of a public bus stop shelter ("Easement"). All construction, maintenance, operation, repair, replacement, and/or removal of the Easement shall be strictly limited to the Easement Parcel. GRANTOR also grants to GRANTEE a license for entry upon GRANTOR's property adjacent to the Easement Parcel for the purpose of accessing the Easement on the reasonably adjacent GRANTOR property. 2. NOTICE: Any notice under this Non-Exclusive Easement Agreement shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or certified mail with return receipt requested or by facsimile. All notices shall be addressed to the parties at the following addresses or at such other addresses as the parties may from time-to-time direct in writing: If to GRANTOR: Vice President for Finance and Administration University ofidaho Moscow,ID 83844-3145,and NON·EXCLUSIVE EASEMENT AGREEMENT REGENTS OF THE UNIVERSITY OF IDAHO/CITY OF MOSCOW PAGEIOF6 2008-15 ---PAGE BREAK--- If to GRANTEE: City of Moscow Attn: City Engineer 206 E Third St Moscow, ID 83843 521543 Any notice shall be deemed to have been given on the earlier of: actual delivery or refusal to accept delivery, the date of mailing by certified mail, or the day facsimile delivery is verified. Actual notice, however and from whoever received, shall always be effective. 3. BINDING EFFECT: All provisions of this Grant, including the benefits and burdens, run with the land and are binding upon and inure to the benefit, obligation, and use of the successors, agents, and assigns of the parties hereto for the term of Easement. 4. NON-EXCLUSIVE AND TEMPORARY RIGHT: Anything in this instrument to the contrary notwithstanding, GRANTEE agrees to the following conditions: a. The Easement herein granted is subject to all easements and encumbrances of record and is non-exclusive, provided that later-granted easements shall be subject to GRANTEE's rights and uses as permitted herein; b. All structures, signs, fixtures or equipment placed within the Easement Parcel by GRANTEE, or GRANTEE's agents or contractors pursuant to this instrument ("GRANTEE's Property") shall remain the property of GRANTEE; c. GRANTOR and its successors and assigns shall retain the right to use of the Easement Parcel for uses that do not conflict with the purposes of Easement provided, however, GRANTOR shall not erect any building or major structure within the Easement Parcel; d. GRANTEE shall at all times maintain, repair and keep clean and free of graffiti, GRANTEE's Property within the Easement Parcel and shall repair and restore existing improvements and land disturbed by the construction, maintenance, or removal of GRANTEE's Property by GRANTEE or GRANTEE's agents or contractors to its prior condition; e. This Easement shall terminate on July 1, 2028. In the event Easement is not extended by subsequent agreement or other arrangements are not made to permit continued use of Easement Parcel as a bus shelter, GRANTEE shall remove all structures and restore the property to a condition reasonably consistent with the GRANTOR's similarly situated adjoining property at the time of termination; and NON-EXCLUSIVE EASEMENT AGREEMENT REGENTS OF THE UNNERSITY OF IDAHO/CITY OF MOSCOW PAGE20F6 ---PAGE BREAK--- 521543 f. After recording this instrument, GRANTEE shall provide GRANTOR with a certified copy of the recorded instrument showing the date and instrument number of recording. 5. INDEMNITY: GRANTEE shall, to the extent permitted by law, indemnify, defend and save GRANTOR, its successors, assigns, and agents harmless from any and all claims, liabilities, losses, costs, charges, or expenses which GRANTOR may incur as a result of any act or omission of the GRANTEE in its use of the Easement Parcel under this Grant or GRANTEE's use of its license to enter upon GRANTOR's property adjacent to the Easement Parcel. If any action, claim or demand is made against GRANTOR for any act or omission of the GRANTEE, GRANTEE agrees to assume the expense and shall pay all costs, charges, attorneys' fees, settlements, judgments or other expenses incurred by or obtained against GRANTOR, and also, including all attorneys' fees and costs associated with any appeal proceeding. 6. REMEDIES: In the event of a breach hereunder by any party, the non-breaching party shall have all remedies available at law or in equity, including injunctive or other equitable relief. In any suit, action or appeal therefrom to enforce or interpret this Grant, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorneys' fees and costs, and also including reasonable attorney's fees and costs associated with any appeal proceedings. 7. MODIFICATION: This Grant shall not be modified unless expressly agreed to by both parties in writing. 8. RELOCATION: GRANTOR or its successor reserves the right to, and the GRANTEE agrees that, the Easement and Easement Parcel may be relocated at the GRANTOR's option and expense. 9. EASEMENT IMPROVEMENTS: GRANTOR and GRANTEE agree that GRANTEE shall, at its sole cost and expense, construct, operate, maintain, repair, replace, and/or remove the Easement, the fixtures and improvements therein as contemplated herein; provided however, prior to any such construction, maintenance, repairs, replacements or removals, GRANTEE will make reasonable attempts to notify and coordinate with GRANTOR the construction, maintenance, repairs, replacements, or removals to minimize disruption of GRANTOR's use and operation of adjoining GRANTOR's Property. 10. RIGHT-OF-WAY CLEARING AND MAINTENANCE: GRANTEE shall have the right to cut, trim, and remove any and all brush, branches, and trees located within the Easement Parcel. GRANTEE shall also have the right to control, on a continuing basis and by any prudent and reasonable means, the establishment and growth of trees, brush, and other vegetation located within the Easement Parcel which could, in the opinion of the GRANTEE, interfere with the reliable operation of GRANTEE's fixtures and improvements or the exercise of GRANTEE's rights herein or create a hazard to GRANTEE's facilities. NON-EXCLUSIVE EASEMENT AGREEMENT REGENTS OF THE UNIVERSITY OF IDAHO/CITY OF MOSCOW PAGE30F6 ---PAGE BREAK--- 521543 11. CONDITION OF PARCEL: Following the construction, maintenance, repair, replacement, or removal of the Easement, GRANTEE shall repair and return the Easement Parcel, to the extent reasonably practical, to the same condition as the Easement Parcel was in prior to GRANTEE's construction, maintenance, repair, replacement, or removal activities. In the event that GRANTEE fails to repair and return the Easement Parcel to said same condition, then GRANTOR, at its sole discretion, may restore the Easement Parcel, or any portion thereof, and GRANTEE shall reimburse GRANTOR for all costs associated therewith within thirty (30) days from receipt of an invoice therefor. 12. TITLE INSURANCE AND ESCROW: Should GRANTEE so desire, at its sole expense, GRANTEE may apply forthwith for a title insurance policy insuring the easement hereby granted and GRANTOR will make available for inspection by the title company any evidence of title in its possession. 13. REPRESENTATIONS AND WARRANTIES: GRANTOR and GRANTEE represent and warrant as of the date herein that they and the person(s) executing on their behalf have the power and authority to execute this Grant and to perform GRANTOR's and GRANTEE's obligations herein and if GRANTOR or GRANTEE are a corporation, ail necessary corporate action to authorize this transaction has been taken. 14. COMPLIANCE WITH ALL LAWS AND INDUSTRY STANDARDS: GRANTEE hereby agrees to comply in ail respects with any and all, federal, state and local statutes, laws, ordinances, codes, regulations, and rules in connection with the use of the Easement and Easement Parcel. In addition, with respect to the construction, operation, maintenance, repair replacement, and removal of the Easement, GRANTEE agrees to comply with ail applicable industry standards pertaining thereto. 15. TERMINATION: GRANTEE may terminate this Grant upon express written consent by GRANTOR and by recording a release with the Latah County Recorder's Office in recordable form with directions for delivery of the same to GRANTOR, whereupon all rights, duties, and liabilities hereby created shall terminate. In addition, in the event GRANTEE does not utilize the Easement for a continuous two year period, all the rights granted to GRANTEE herein shall terminate. If the rights granted to GRANTEE herein are terminated, GRANTEE shall have no further obligation but to abandon ail right, title, interest, and possession of the Easement and Easement Parcel and shall execute a release in recordable form. If there is a termination or abandonment, GRANTEE shall remove its property and return the Easement Parcel as described in Section 4( e) of this Easement. NON-EXCLUSIVE EASEMENT AGREEMENT REGENTS OF THE UNIVERSITY OF IDAHO/CITY OF MOSCOW PAGE40F6 ---PAGE BREAK--- 521543 IN WITNESS WHEREOF, the undersigned have caused this Grant to be executed. GRANTOR: The Board of Regents of the University ofidaho By: <;:987z The Re nts of the University ofidaho by Lloyd E. Mues, Vice President for Finance & Administration University of Idaho STATE OF IDAHO ) ) ss. County of Latah ) On this day of , 2008 before me, the undersigned, a Notary Public in and for said State of Id o, personally appeared Lloyd E. Mues, known or Identified to me to be the Vice President for Finance & Administration of the University of Idaho, the person that executed the within instrument, and acknowledged to me that he executed the same for and on behalf of the ,6aIit,of,} ·.:gents of the University ofldaho. IN W 'ri} I have hereunto set my hand and affixe my official seal the day and year i/l:6Y~e.f8;p,fllr§t above written. !me/( ' : 'r " ; J'Je , Qa C o ' (J I """li g : " I /!It J