The URL can be used to link to this page

Home My WebLink About2024-9-30 Agreement Transferring Personal Property from WARD to City..pdfAGREEMENT FOR TRANSFER OF PERSONAL PROPERTY This AGREEMENT FOR TRANSFER OF PERSONAL PROPERTY ("Agreement") is made this _day of , 2024 (` affective Date,"), by and between the City of, Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and the Western Ada Recreation District, a recreation district organized under the laws of the State of Idaho ("WARD ") (collectively, "Parties"). WHEREAS, WARD is the owner of personal property ("Personal Property") used for the operation and maintenance of the Community Swimming Pool, located at 2113 E. Franklin Road., in Meridian ("Pool'"). a neivhhnrhnnrnark lnratP�1 ar inqi F Tammv e,-,-Aar ;r r�ro,.:a;("Park")( 44 IF .7 y au and Lakeview Golf Course, located at 4200 W. Talamore Boulevard, i*n Meridian Golf Course"); and, WHEREAS, pursuant to the Memorandum ofAgreement between Western Ada Recreation District and City ofMeridianfor Transfer ofAssets entered into by the Parties ("MOA") by this Agreement WARD seeks to convey the Personal Property to City; and WHEREAS, by this Agreement City b atefully accepts the Personal Property and agrees to use the same for the benefit of the Meridian community; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is herebykni�ill.lcwledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: I. WARD'S CONVEYANCE. A. Convey Personal Property. As of Closing, as SUch term is defined in the Mi�DA, WARD hereby conveys to City, free of charcre, any and all Personal Property used for the ODeration and maintenance of the Pool, Park, and Golf Course. B. Certifications. WARD hereby certifies that: I. WARD is not required to obtain the approval or consent of any person, firm, or other entity to permit WARD to consummate the transactions contemplated by this Agreement, 2. WARDownsan possesses all rights, title, and interest in and to the Personal Property, free and clear of all covenants, conditions, easements, liens, and encumbrances. 3. There is no equitable, legal, or administrative suit, action, arbitration, or other proceeding pending or threatened against or affecting WARD or the Personal Property. II. CITY'S ACCEPTANCE. As of Closing, as such term is de ne in the OA, City shall accept and own., without payment, WA 's conveyance o e Personal Property, pursuant to all terms and conditions of this Agreement, and shall take ownership and possession of the Personal Property upon Closing. AGREEMENT FOR TRANIIFER OF WARD'S REAL PROPERTY TO CITY OF MERIDIAN PAGE 1 •��^'y�v==l]P'fivr�MP'==-'�}'4 Vy�.'-1}'�}1L^OP14lIV fyV �.LV 41{-};�L4 Vy'!n.. 1^i'kYf{{Y}'PL;4}MV;41111 ;{�r}};y11Y�4 }.--;-•;-v•: vyyy .r.------. ...... .. ..... .......... .. .. . Ill. GENERAL PROVISIONS. A. Notice. All other notices required to be given by either of the Parties hereto shall be in writing and be deemed communicated when personally served, or malediin the United States mail, addressed as follows: 11r to City: cat City of Men"ei2n y Clerk 33 E. Broadway Avenue Meridian, Idaho 83642 ]If to WARD: Shaun Wardle, Board President Western Ada Recreation District P.O. Box 566 Meridian, Idaho 813680 B. Term. This Agreement shall be effective upon the Effective. T)ntpnnrl shall expire upon Closing, as such term is defined in the MOA-I? urless earlier extended or t forth herein. C. Assignment. Neither party shall assign or sublet all orally portion of its respective interes in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, errrunated as set t witnout the pnor written consent of the other party. This Aa-reempmt and each and all of the terms and conditions hereof shall annlytoand are bindin, upon the respective organizationsL 1 legal representative, successors,, and assigns of the Parties. D. No agency. For purposes of or in furtherance of this AffeementI neither party nor its respective employees, agents, cur, tractors officials, officers,servants, guests,and/or invitees shall oe considered agents ot the other in any manner or for any purpose whatsoever. 0 '* iractionq E. Liability. omissions, responsibility or liability for t Each part y shall be solely liable for the actions and/or , including errors, and/or negligence of its own employees. Neither party shall hP,;irq-nV he errors, omissions, rt and/or negligence of the other. F. Compliance with laws. In performing the scope of services required hereunder, City and WARD shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. This Agreement shall be governed bY and construed in accordance with the statutes and constitution of the State of Idaho, includno,liwithout limitaft*on, A icle V1H, Section 3, of the Idaho Constitution. tr G. Termination. ID 1. Grounds. Grounds for termination of this Agreement shall include, but shall not be limited to: non -appropriation of funds necessary to meet either patty's obligations under this Agreement; an act or omission by either party which materially breaches any term of this Agreement; an act of nature or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party; or a change in or occurrence of circumstances that renders the performance by either party a de iment to the public health, safety, or welfare. AGREEMENT FOR 'TRANSFER OF WARD' s REAL PROPERTY TO CITY OF MER IAN PAGE 2 Ill. GENERAL PROVISIONS. A. Notice. All other notices required to be given by either of the Parties hereto shall be in writing and be deemed communicated when personally served, or malediin the United States mail, addressed as follows: 11r to City: cat City of Men"ei2n y Clerk 33 E. Broadway Avenue Meridian, Idaho 83642 ]If to WARD: Shaun Wardle, Board President Western Ada Recreation District P.O. Box 566 Meridian, Idaho 813680 B. Term. This Agreement shall be effective upon the Effective. T)ntpnnrl shall expire upon Closing, as such term is defined in the MOA-I? urless earlier extended or t forth herein. C. Assignment. Neither party shall assign or sublet all orally portion of its respective interes in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, errrunated as set t witnout the pnor written consent of the other party. This Aa-reempmt and each and all of the terms and conditions hereof shall annlytoand are bindin, upon the respective organizationsL 1 legal representative, successors,, and assigns of the Parties. D. No agency. For purposes of or in furtherance of this AffeementI neither party nor its respective employees, agents, cur, tractors officials, officers,servants, guests,and/or invitees shall oe considered agents ot the other in any manner or for any purpose whatsoever. 0 '* iractionq E. Liability. omissions, responsibility or liability for t Each part y shall be solely liable for the actions and/or , including errors, and/or negligence of its own employees. Neither party shall hP,;irq-nV he errors, omissions, rt and/or negligence of the other. F. Compliance with laws. In performing the scope of services required hereunder, City and WARD shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. This Agreement shall be governed bY and construed in accordance with the statutes and constitution of the State of Idaho, includno,liwithout limitaft*on, A icle V1H, Section 3, of the Idaho Constitution. tr G. Termination. ID 1. Grounds. Grounds for termination of this Agreement shall include, but shall not be limited to: non -appropriation of funds necessary to meet either patty's obligations under this Agreement; an act or omission by either party which materially breaches any term of this Agreement; an act of nature or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party; or a change in or occurrence of circumstances that renders the performance by either party a de iment to the public health, safety, or welfare. AGREEMENT FOR 'TRANSFER OF WARD' s REAL PROPERTY TO CITY OF MER IAN PAGE 2 ...... •�n .... ........ ..._....... L1 ....M1LLAVL • . . .. .. .. ... .. •... .. .:J ti... ........... .. .. .. .:. .. 2. Pr0 0 ocess. Either party may terminate this Agreement bY Providing thirty (30) days ' notice do LIOL to terminate. 6uct. notice sta11 include a description of the breach or circumstances providing grounds for term ination, A fourteen (14) daycure period shall commence upon provision ot the notice of intention to t cure of the breach or circumstances party so failing to perform. of such cure period, termination has not of termination. ermi nate. If, upon the expira providing grounds for occurred, this Agreement may be terminated upon mailing of notice 16. H. Construction and severab 1*11ty, If any part of this Agreement I*s he] d to I)e invalid or unenforceable S this Agreement completion. Uch ion holding w.0ill not affect the validity or enforceability of any other part of ;o long as the remainder of the Agreement is reasonably capable of r_b t I. Time of the essence. The Parties acknowledge obligations under this Agreement shall be fulfilled in a timely manner. The Pa ies acknowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the ��--b�•��-� �l a=tali �kYli�LiLu« a urcac11 ()-LI anct a aeiauit under, this Agreement by the J• ThThird-partyparty beneficiaries. This Agreement is not intended to create, III be interpreted or construed to create , any third -party beneficiary rights not a party hereto.. nor shall it in any way in any person or entity, K. Counterparts . This Agreement ma ybe executed in one or more counterparts, each of which shall be deemed to be an oricrinal, but all of which together shall constitute one and the same instrument. t o L. Noll*mitation. Nothing in this Agreement or any other agreement shall Prevent or limit City, When City owns the Personal Property, from alienatino, or makinc, any improvements or changes to the Personal Property or an y component thereof , whether temporarily or permanently, as may be deemed by City further the public interest, health , safety, and /or welfare. M. Authority. The Parties certify that the execution , delivery , and consummation of this Agreement has been duly approved in accordance withicableappllaws and any documents or instruments governing the respective Parties , and that the execution , delivery, and consummation of this Agreement will not, with the passage of time, the giving of notice., or otherwise, cause either Party to be in violation or breach of any law, regulation,contract, agreement, or other restriction to or by which the Party or the personal property conveyed by this Agreement are subject or bound. N. Approval required. This Agreement shall not become effective or binding until approved by the respective governingibodes of both City and WAIC11",R. The Parties gnat ory hereto represent and warrant that each is duly authorized to bind, respecti-vely, City and WARD to this Agreement in all respects. AGREEMENT FOR TRANSFER OF WARD'S REAL PROPERTY TO CITY OF MERIDIAN PAGE 3 ...... ............ , ,,................... ... . IN WITNESS WHEREOF, the Parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. WESTERN ADA RECREATION DISTRICT: Sha Wardle, Board President CITY OF MER11DIANO Robert E. Sirmson, Mayor Attest: Chris Johnson, City Clerk AGREEMENT FOR TRANSFER OF WARD'S REAL PROPERTY TD CITY OF MERIDIAN PAGE 4 ---Ywvw�r..v�r.apaga