HomeMy WebLinkAboutMeridian Police Activities League for Use of Heroes ParkFIRST ADDENDUM to
AGREEMENT FOR DEVELOPMENT AND JOINT USE OF HEROES PARK
This FIRST ADDENDUM to AGREEMENT FOR DEVELOPMENT AND JOINT USE
OF HEROES PARK ("First Addendum") is made and entered into this ~ day of September, 2010
(the "Effective Date"), by and between the City of Meridian, a municipal corporation organized under
the laws of the State of Idaho (hereinafter "City"), and the Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho (hereinafter "MPAL").
WHEREAS, on or about August 14, 2008, MPAL and City entered into an Agreement for
Development and Joint Use of Heroes Park ("August 14, 2008 Agreement"), attached hereto as Exhibit
A, under which, inter alia, in consideration of certain rights granted to MPAL under its partnership
with the City, MPAL agreed to contribute three hundred twenty-eight thousand dollars ($328,000.00)
to the development of Heroes Park, located at West Malta Drive, Meridian, Idaho (hereinafter "Park");
WHEREAS, to secure MPAL's monetary obligation to City, on or about August 14, 2008,
MPAL and City executed a Mortgage and Security Agreement to secure a Mortgage Note against real
property owned by MPAL, which documents were recorded in the real property records of Ada
County, Idaho on September 3, 2008, as Instrument No. 108099408;
WHEREAS, MPAL having relinquished the property that was the subject of such Mortgage
and Security Agreement and Mortgage Note, City executed, contemporaneously herewith, a Release of
Mortgage and Security Agreement, which will be recorded in the real property records of Ada County,
Idaho following the execution and effectuation of this First Addendum by the respective governing
boards of MPAL and City;
WHEREAS, MPAL having made a payment to City in the amount of twenty-eight thousand
dollars ($28,000.00), on or about Apri16, 2010, the balance remaining of the MPAL's monetary
obligation to City is, as of the Effective Date of this First Addendum, three hundred thousand dollars
($300,000.00);
WHEREAS, the Parties seek by this amendment to reaffirm their mutual commitment to
enhancing the Meridian community's quality of life by providing and supporting soccer programming,
facilities, and opportunities as well as to establish a mechanism by which MPAL may fulfill its
outstanding monetary obligation to City;
NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties
agree as follows:
1. That Section I.A.3. of the August 14, 2008 Agreement shall be stricken and shall be replaced by a
new Section I.A.3, which shall read as follows:
I. General oblisrations of MPAL.
A. Monetary contribution.
**~
3. MPAL shall therefore pay to City three hundred thousand dollars ($300,000.00)
in the amounts and according to the timeline as follows.
FIRST ADDENDUM TO AUGUST 14, 2008 AGREEMENT PAGE 1 OF 3
a. MPAL shall make two (2) yearly payments to City; the first between April
15 and April 30 of each year, and the second between September 15 and
September 30 of each year.
b. Each payment shall be in an amount of ten dollars ($10.00) per registered,
paying player utilizing Heroes Park each season.
c. With each payment submittal, MPAL shall also submit to City written
verification from a Certified Public Accountant that the payment amount is
equal to ten dollars ($10.00) per registered, paying player who utilized
Heroes Park that season.
d. Any additional payments may be made at MPAL's election and shall be
deducted from the principle balance owed to City by MPAL.
e. MPAL shall submit all payments directly to the Finance Department of the
City of Meridian.
f. City shall deduct from the balance owed to City by MPAL all payments
received in the manner set forth herein.
g. Interest shall accumulate on the principle balance remaining, if any, starting
on October 1, 2025. Such interest shall be calculated at the legal rate of
interest as established by the Idaho Code provision then in effect regarding
money due on express contracts, or, absent such provision, at the legal rate
of interest as established by the Idaho Code provision then in effect
regarding money due on judgments.
2. That a new section, Section XV.C., shall be added to the August 14, 2008 Agreement, which new
section shall read as follows:
XV. Termination.
***
C. Modification alternative to termination. Where grounds for termination exist,
and all rights to cure have expired, in lieu of termination of this Agreement, City may,
in its sole discretion, elect to permanently or temporarily modify or suspend the rights
and interests conveyed to MPAL under this Agreement. Such election may include, but
shall not be limited to, modification or suspension of rights granted to MPAL under this
agreement regarding MPAL's use of the storage facility, soccer fields, and/or shelters at
Park. City may immediately effectuate its election to modify or suspend MPAL's rights
in lieu of termination by providing fourteen (14) days advance written notice of
MPAL's modified or suspended rights and/or interests. Such notice shall include a
description of the breach or circumstances providing grounds for such modification or
suspension; shall specify a reasonable cure period, of not less than thirty (30) days; and
shall describe with specificity the rights and interests so modified or suspended. City's
election to modify or suspend MPAL's rights as set forth in this paragraph shall not
constitute a waiver or relinquishment of City's right to terminate this Agreement or
FIRST ADDENDUM TO AUGUST 14, 2008 AGREEMENT PAGE 2 OF 3
otherwise enforce any term of the Agreement, notwithstanding any prior election to
modify or suspend MPAL's rights in lieu of termination.
3. That, except as expressly modified by this First Addendum, all provisions of the original August
14, 2008 Agreement shall remain in full force and effect. No other understanding, whether oral or
written, whether made prior to or contemporaneously with this First Addendum, shall be deemed to
enlarge, limit or otherwise affect the operation of the August 14, 2008 Agreement or this
addendum thereto.
IN WITNESS WHEREOF, the parties shall cause this Addendum to be executed by their
duly authorized officers to be effective as of the day and year first above written.
MERIDIAN POLICE ACTIVITIES LEAGUE:
CITY OF MERIDIAN:
STATE OF IDAHO
~ ss:
County of ADA )
I HEREBY CERTIFY that on this a ~ ~ day of September, 2010,
before the undersigned, a Notary Public in the State of Idaho,
personally appeared Tom Roy, proven to me to be the person who
executed the said instrument, and acknowledged to me that he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal, the day and year in this certificate first above
Notary Public fe~daho
Residing at ~ 1 ~!r ,Idaho
My Commission Expires: _ 3 _ a ~ - I b
Attest:
r ~,,,
.,
BY: ~ `~.~ ~ oaP ~,
Tammyd Weerd _ yc e 1
Mayo _ s~A~ity ler~
', '9 P.
/~°'~~~, COUNTY , ~~~.~~~`,
~~~rr'rrrn n~~~`~~~~
FIRST ADDENDUM TO AUGUST 14, 2008 AGREEMENT PAGE 3 OF 3
ExxiBiT A
AUGUST 14, 2008 AGREEMENT
AGREEMENT FOR DEVELOPMENT
AND JOINT USE OF HEROES PARK
This AGix~BE'N~NT FOR DBVELOP AND JOINT USB OF HffittJl3S PARR
(hereinafter "Agreement") is made this _~ of August, 2008 (the "Effective Date', by
a~ between the City of Meridian, a munioipal corporation organized uadea the laws of the State
of Idaho (hereinafter `~ity'~, and the Meridian Police Activities League, Inc., a nonprofit
corporation organized ands the laws of the State of Idaho Qua~vuafta `~VIPAL'~.
WHEREA$, the respative goven~ing bodies of City and MPAL are mutually interested
iu enhancing the Meridian community's quality of life by providing sad supporting recreational
facilities sad opportunities, inchuliag soccca programming for members of the Meridian
community;
WHEREAS, City and MPAL recognizo that through cooperation, publicly~held facilities
can be used to meet broader community Wads for athletic programuning and recroation than
either party coin provide separately;
WHEREAS, Heroes Park, locates at West Malta Drivq Meridian, Idaho (heaeinattex
refia~ed to as "Park', upon completion, is to include soccer playing fields and related
improvements and defined as the area depicted oa 1?xhi'bit A hereto;
WHEREAS, on or about September 21, 2004, MPAL and City entered into a
developme~ and license agreement under which certain rights and responei`bilities regarding the
development of facilities, amenities, and infiastructiu+e at Park were set forth, and by which a
partnership was established;
WHEREAS, the nature of the parteierahip between, and the available resources of; the
respective parties have changed such that the previous written agreement and amendments
thereto no longer reflect the respective resources and commitments that the parties wish to
contribute to the development and joint use of Park, and by this Agrreanent the parties hezeby
e and void all previous agreements;
WHEREAS, MPAL has agreai to rpamburse City for certain costs incurrod by City for
improvements implmnented to benefit Parkin exchange for City's agrament to allow MPAL's
use of Park and related improvements undr r $ie certain teems sad conditions as set forth in this
WHEREAS, the respective ®averning bodies of City and MPAL find that ti is fiscally
responsible sad in the beat i~t of 13so community to enter into an agreement sharing the costs
and benefits ofPark;
NOW, THEREFORE, for good and vahiable consideration, the receipt and sufficiency
of which i8 hereby acknowledged end agreed, and in consideration of the mutual promises and
covenants herein contained, and is c~n~deration of the recitals above, which are incorporated
herein, City and MPAL agree as follows:
AGxE~EN?'FOR DLVEtoPMENT AND J(?INY` USE OPhTBROBSPARIC PAGE 1 of 14
L General oblieatlons oiMPAL.
A. Monedrry wntribatlon.
1. City and MPAL agree that the facilities, features, and amenities of Park shall be
developed generally in accordance with the plea attached hereto as l3xln'bit A.
2. City and MPAL agree that in lice of developing pa4ticrilar facilities, features, or
amenities of Park, a~ irrespective of and in addition to nay and e11 other monetaryand/or
in kind contributions made prior to, during, and/or following this Agreement, MPAL
shall cotrhr'bute three hundred twenty eight thousand dollars ($328,000.00) to the
development of Park, which amount appropriately reflects both the history and nature of
the respective patties' past contributions tQ the develc~ment of Park and the intent and
vision of the respective parties regarding the fu#ure development and nse of Park.
3. MPAL shall therefore pay to City three hundred twenty-alight ~ousand dollars
($328,000.00) according to the teens of the Mortgage and Security Agreement and
Mortgage Note separately executed. and attached hereto as k3~tlribit B.
B. Primary 3onrce of Contact for NJPAYr. MPAL shall provide City the name, a-mail
address, and telephone number of specific MPAL personnel (hereinafter `SAL Contact's
who shall serve as MPAL's primary contact between City AND MPAL for all masters
regarding the day-today sch~uling, nse, and mainteaance of Park.
C. Reasonable nee. MPAL shall employ best efforts to enertre than its use of Park and Park
facilities, amenities, in$astructure, and/or vegetation is appropriate and reasonable. Whore
MPAL's use of Park and Park facilities, infrast<ucture, and/or vegetation causes
disproportionatelyexcessive damage to same, MPAL shall reimburse City for the cost or
proportionate cost of necessary repairs and/or replacxau~t. YIRPAL shall exercise best efforts
to see that any and all use of Perk, where each use is scheduled ar arrtiroriz~ by MPAL, is in
compliance with all laws and with City's policies regarding use of City parks and/or
facilities, itrcluditrg, but not lumted to, such reasonable policies as may be adopted or enacted
by the Directar of the Meridian Parks and Recreation Dot.
D. Field marking. Throughout the Spring and Fall Soccer Seasons and the June a~ July
Soccer Camps, MPAL shall accomplish any and all field stripingand/or marking that is
required for its practice sessions and/or gatttes.
E. Goals and equipment. lV1PAL shall be solely responsible for providing, maintaining,
preparing, repairing, and/or r~lacing any and all necessary equipment for any and all MPAL
activities. MPAL shall not allow such equipment to stay on the field when the equipment is
not in active use, except than goals may be set up on the evening preccding a soccer game or
game day, so long as such goals are removed from the field at the conclusion of such game or
game day. MPAL shall stow such equipment, including, but not limited to, soccer goals, in
AGR88MBM'FORD6Y~SLClPIVJENT~INDJOINf U3BOFHBROBSPARK PADS2 OF 14
such location as shell b® designated by the Director of the Meridian Parks and Recreation
Dement.
F. Storage fael>ity. As set fords in the plan attached hereto as Fxla'bit A, Patio shall include a
building containing restroonn facilities, a coneoasion facilities, a storage facility designated
fm City's use, and a storage facility designated for MPAL's use. 1ViPAL shall secure the
storage facility designated for MPAL's use (hereinafter "MPAL storage ~cilit~") so as to
prevent criminal or destructive behavior to same and/or to the attached or adjaca3nt'facilities.
MPAL shall be solely r'ble for any theft, vandalism, ualaw~l entry, arson, or other
damages incanted to the MPAL storage facility and/or to attached or adjacent facilities due to
a breach of security at the MPAL storage facility. MPAL shall maintain the AAPAL storage
facility in a safe and sanitary manner and shau repair immediately any unsafe ~ insanitary
ornnditions caused by the MPAL storage facility or items or materials stored therein.
G. Inline Hockey Mlty.
1. Temporary `oaU and battlers. MPAL shall, at its sole cost and liability, install
temporary goals on the playing surface and install temporary court barriers around the
perimeter of the playing surface in accordance with official inline hockey regulations and
safety standards as established by LISA Hockey Inline or the Amateur Athletic Union.
Z. I~tesartace and repai't. At MPAL's election, end upon execution by both City cad
MPAL of a separate written addendum to this Agreement, MPAL. may elect to resurface
and/or repaint the inline hockey playing surface, install p~naaent goals on the playing
surface, and/or install p~nnaaent court barriers around the perimexer of the playing
surface.
3. Commercial advertlslag. Unless and until a separate written agreannent ~s reached
regarding commercial advertising at Pacts, no oomm~+cia1 advertising shall be Permitted
on any portion of the inline hockey facility at Park, except that temporary signs
announcing commercial sponsorship of en MPAL or City event may be posted at the
inline hockey facility during such event, so long as such signs are removed from tla;
inline hockey facility at the concinsien of such event and comply with all other applicable
provisions of City code and PolicY•
4. Fending separate. MPAL eocpressly represerns and warrants that each a~ all of these
delineated preparation activities shall be undertaken end funded separately cad apart from
any other duties or costs set forth herein. The $328,OU4.04 due and owing from IVII'AL to
City under thin Agnxncent shall not inolude the cost of preparing the iciline hockey
facility as set forth in this paragraph.
A. Development of Park. City shall install Park facilities and infrestrucfiut+e generally in
accordance with the plea attached hereto as Fadubit A, except that City shall be entitled to
make reasonable and/or necessary changes to such plan and/or the implementation thenool+
Avx'nOx D,~yg~,opA~ENT,lIVDJo11VT' USE oFHBROESPARIC PAOB 3 of 14
B. Maintenance and operation.
1. Mowing, irrigation, castodiaL Bxcept as otherwise set forth herein, City shall pmvide
maintenance, mowing, irrigation, and custodial services with regard to all Park facilities,
infrastructru~e, sad vegetation. This shall include:
a. Mainte~aaace of all Park furl; including, but ~t limited to, any and all necessary ro-
seeding, laying sod, weed or pest control, ar~/or fertilizing;
b. Cleaning and maintaining ooncs~ssion facilities; and
c. Cl ma+m +*~~~ and stocking all restroorn facilities.
2. Utilitlea. City shall provide all necessary militia and services to Park, inchidi~gg, but not
limited to, electricity, potable water, sewage service, and/or waste and refuse resnoval,
3. Repair. Except as otherwise set forth herein, City shall cause the repair and/or
replacement of any and all Park facilities, infrastruchu+e, and/or vegetation drat ass
physically damaged by uses. misuse, vandalism, acts of nahu+e, weather, or other damage
or wear and tear.
4. Schedaliag. Except as otherwise set forth herein, City shall be solely responsible ~r
~heduling aU use of Park sad Park i~ilitiea and amenities.
C. Primary 5loarce of Contact for City. City shall provide MPAL the name, o-mail address,
and telephone member of ~ocific City persamel (haeinal~x "City Contact's who shall serve
as City's primary contact between City and N1PAL for all matters regarding the day-today
scheduling, use, and maintenance of Park.
D. Stiorage facitty.
1. Security of City portion. With regard to the building containing restroom, concession,
and storage facilities, City shall secure the resbroom, concession, and City storage facility
portions thereof so as to prevent crrminsl or deshuctive behavior to same and/or to the
attached or adjacent MPAL storage facility.
2. Exterior. City shall mair-tain the exterior of such building, including the exterior of the
MPAL storage facility, except that MPAL shall be solely responsible for the maintenance
and operation of any and all security devices, systems, and/or hardware utilized to secure
the MPAL storage facility.
E. Laline Hodtey facility playLtg sar~ce. City shall surf3~ce the iniine hockey facilitywith
concrete and shall mark and paint such concrete playing surface in accordance with official
inline hockey regulations and safet3+ standards as established by USA l;iockey Inliae or the
Amateur Athletic Unica.
ACiRSBAIBNT FOR DBY6LOPMEiVTANDJOWT USE OF HEROB3PARK PACa3 4 of 14
III. General ~Qu+~ MPAL.
A. Storage fa~liCy. Subjat to all other provisions of this Agreement, lV1PAL shall be errtided
to exclusive use of the MPAL storage facility at Park.
B. Collectlon of fees. MPAL shall have right to assess aml collect reasonable foes fi~om persons
participating in arxivities ~t forth in the Oiicial IVIl'AL Spring Schedule, the Official NlPAI,
Fall Schedule, the Official June and July Socxar Camp Schedules, and/or the Official 1VIPAL
Inline Hockey Schedule. Upon providing thirty (30) days advance written notice to City,
MPAL may charge admission fees four access to Park or Park facilities far a regional or state
tournament hosted by MPAL which is affiliated with a national sponsor, including, but not
limited ta, the National Police Activities League, or with a di~rict sponsor iunelndin~ but not
limited to, Idaho Youth Soccer Association, or other sponsor requiring the host organi~stion
to charge admission fees. Except as provided herein, IvIPAL shall not collect admission foes
for soccer practice sessions and/or games. Bxcept as provided herein, City shall not be
entitled to any fee assessed and/or collected by 11dpAL.
~Y. General Ittlahts of eity_
A. Public park. The parties hemato expressly acknowledge that Park is a public Baca, the
management and schoduling of which shall at all times be within the sole purview of City.
City shall have the right to use or allow the use of Park for any and all purposes end under
any arr~d all conditions, so long as such use door not conflict or interfere with a scheduled user
set forth in the Official MPAL Spring Schedule, the Official MPAL Fall Schedule, the
Official Iv1PAL June and Soccer Camp Schedules, and/or the Oiicial IvlPAL Inline Hockey
Schedule.
B. Alteratlons/Isnprovements to Park. Upon thirty {34) days notice to MPAL in the meaner
established herein, City shall have the right to make alterations of Park and/or to conshuct or
locate , fixtures, , and/or any other improvements in or upon Park or Park
facilities, irriiasr<ucture, and vegetation, except that City may undertake alterations,
construction, or improvem~ts to or is Park on an eunergeacy or immediate basis without
notice to MPAL where each action is necessary to protect the health, safety, and/or welfare
of the public, or wheir+e such alterations, construction, or irrrprovements will not uimaso~nably
affect MPAI.'s use of Park err Park amenities or facilities as sat forth is this Agreonient.
Unless athervvise agreed in writing by the parties prior ~ each alterations, construction,
and/or improvemems to Park by City, such alterations, conshuction, and/or improvements to
Park shall not adversely affect the use of Park by MPALy axc~t that City may undertake
alterations, constrvction, or improvements to or in Park on an emergency or immediate basis,
even if such action will adversely affect the use of Park by Iv1PAL, where such action is
necessary to protect the health, sef~y, and/or welfare of the public.
G Collection of Fens. In accordance with its policies, City shall have right to assess and collect
reasonable user fees from persons who use Parr however, the amount of such user fees shall
ACiRBBAlBNTFOR DsYELOPMBNT i11VD.TOINT USuB 01~HEROF$ P.IRK PAGE S OF 14
not exceod ccets and ~,~y ~ MPAL shall not be entitled to any Park user
fce assessed and/or wliac~d by City.
V. Parti~cs' $c6edulina OblioaHnn~ and li'nfit)en.e~.~
A. Pablic reservation of Park amenftiiea, F~raary i. The parties eclonowledge that on
February 1 of each year, City shell make available to the public the opporhmity to rasenre
unscheduled and/or unreserved soocxr fields and shelters in Park. Ae a condition of MPAL's
priority use of Park and Park amenities as such use is described and/or permitted. herein,
MPAL shall adhero strictly ~ the schaluling re<luirements set forth herein.
B. No right to ezclade conveyed. Any eoccl~tsive use granted to MPAL by this ~reement shall
include neither the right to exclude snylaw-abiding person from Park where such penon is
not iunterfering with MPAY,'s use thareoi; nor the right to i~fere with eery person's
concurrent, lawful use of Park wh,eare such concurrent use does not conflict or interfere with
MPAL's u~. At all times not mt forth in the Official MPAL Spring Schedule, the Official
MPAL Fall Schedule, the Official June and July Soccer Camp Schedules, the Oicial MPAL
reline Hockey Schedule, or as such activities are rescheduled in accordance with this
Agnacerent, MPAL shall be on an equal footing with the general public regarding its use of
Pads, which shall include, b~ shall not be limited to, reservation requu+ements, priority of
reservation of Park facilities, and payment of reservation and otha~ applicable fees. MPAL
shall exercise any exclusive use granted by this t~greannent only in accordance with the temps
of this Agreement and in accordance with any and ell applicable laws and City policies.
C. Spring Soccer Season.
i. Establfskmeat of Spring Sorter Season. By December 1 of the preceding year, MPAL
shall provide written notice to City as provided herein of the starting and ending dates of
the twelve- to fourteen-week period in the spring of the following year during which
MPAL proposos to schedule and conduct field preparation and soccer practice sessions
and games at Park. By mbar 3I, the Meridian Parka and Ration Director shall
either provide written notice to MPAL of the acceptance of same, or shall notify the
MPAL Contact of ffiy necessary amendments. Upon City's mailing of City's written
acceptance of MPAL's proposed seam, the proposed sceson shall be known as the
"Spring Soccer Season." Once established, the Spring Soccer Season may be amendacl
only upon communication betwe~ theMPAL Contact and the Meridian Parks and
Recreation Director. MPAL shall not be guaranteed priority use of the soccea fields at
Park if the Spring Soccer Season is amended after January 31.
2. Establishment of Qfficial MPAI, Spring Schedale. At least thirty (30) calendar days
prior to the first day of the Spring Soccer Season, MPAL shall provide written notice to
City as provided herein of its proposed practiice and game schedule for the Spring Soccer
Season, which shall include proposed dates, times, locations (fie, ields to be used), and
duration of each and every soct~x practice se~ion and soccer game or soccer game day.
The proposed schedule shall also delineate the dates, times, locations, and duration of
soccer field preparation activities to be und~takaa by MPAL prior to any and all practice
AGRSBA~ENTFORDBYELOPMSN7'.lNpJOIN!'U3BOFHBROBSPARX PAQB 6 OF 14
sessions sad games ar game days. Within seven (7) calendar days of receipt of the
proposed schedule from MPAL, the Meridian Packs and Recreation Director shall either
provide writtear notice to MPAL of the City's acceptance of same or shall notify the
MPAL Contact of say necessary ameaaim~ta. Upon City's mailing of City's written
acceptance of MPAL's pmpos~ schedule, the proposed schedule shall be ]mown as the
"Official MPAL Spring Schedule." Once established, the Offiicial MPAL Spring
Schedule may be amended only upon communication bctween the MPAL Contact and
the City Contact. IVlPAL shall not be guaranteed priority use of the soccer fields at Park
if the Official MPAL Spring Schedule is amended after January 31.
3. Fields. Provided that MPAL strictly adheres to the scheduling roquirements as set forth
in this Agroemeat, during the Spring Soccer Season, MPAL shall be untitled Uc exch~sive
use of the soccer fields in Park for soccer practice session(s), soccer game(s), and field
prepmration as scheduled in a~ccordaace with the Official MPAL Spring Schedule for the
Purposes set forth therein and under the terms set forth in this Agreement, which use shall
preclude non NIPAL uses of the soccer fie~a.
a. SLelters. Provided that MPAL strictly adhortts to the sc»iling requirerne~ as set
Earth is this Agreeanent, during the Spring Socxer Season, MPAL shall be entitled to the
uce of Park shelters as follows.
a. Shelter reservatlons auade for daring practice sessions and games on days other
than Satardays. Between the establishment of the Spring Soccer Season as set forth
herein and January 31, MPAL shall be cetitled to n~re one (1) shelter in Park
during practice sessions or gamte days which are scheduled per the Official MPAt.
Spring Schedule for days other than Saturdays, for which r~vation the shelter
reservation fee shall be waived. City shall have the right to reserve one (1) shelter for
non MPAL activities or uses, which reserved uses shall take pmecedence over
MPAL's aeon-reserved use of sack sheltet: Ia the event that MPAI, does not r~ecve
either or both abetters is Park during anon-Saturday game and/or practice session,
City shall have the right to reserve both shelters for non MPAL activities or u~,
which reserved uses shall take precedence over MPAL's non-resea~ved use of such
shelters. After January 31, MPAG shall ba on equal footing with the general public
regarding sheltar reservation raquiresnnents, Priority of reservation, and paymeart of
shelter r~arvation fees.
b. Shelter reservatlons daring practice sessions and games oa Saturdays. MPAL
shall be entitled to exclusive use of both shelter8 in Park on Saturdays during the
Spring Soccer Season, which use shall preclude non MPAL reservations and/or usos
of the shelters. MPAL shall not bo required to make a specific shelter reservation for
such user and there shall be no ahell~er reservation fee for such use.
D. Nall Soccer Season.
i. lrstablishmeat of Fall Soccer Season. By December 1 of the prxeding year, MPAL
shall provide written r~tice to City as provided heroin of the starting end ending dates of
AGRBBMBN7'FORDBYBLOPMEN7'ANDJOQVT tIS6OFHBRO&SPARK PAOB 7 OF 14
theten- to twelve-week period in the fall of the following year dozing which MPAL
proposes to schedule and conduct field preparation and soccer practice sessions and
games at Park. By December 31, the Meridian Parks and Recreation Director shall either
provide written a,otice to MPAL of the acceptance of same, or shall notify the MPAL
Contact of any nasrssary arneadme~s. Upon City's mailing of City's written acceptance
of MPAL's proposed season, fire proposed salon shall ba known as the "Fall Soccer
Season." Once established, flu Fait Soccer Season may be amended only upon
communication between the MPAL Contact and the Meridian Parks and Recreation
Director. MPAL shall not be guarantees priority use of the soccer fields at Park if the
Fall Soccer Season is amended after January 31.
2. Establishment of Offidal MPAL Fall Schedule. At last thirty (30) calendar days prior
to the first day of the Fall Soccer Season, MPAL shall provide written notice ~ City as
provided herein of its ProP~ Pace amt game schedule for the Fall Soccer Salon,
which shall include proposed dates, limas, locations (t,e fields ba be used), sad duration
of each and every soccer practice session and soccer game or soccer game day. The
pzoposed schedule shall also delineate the dates, times, locatia~ns, and duration of soccer
field preparation activities to be uadertalcen by MPAL prior to any and all practice
sessions and games or game days. Within seven (7} calendar days of receipt of the
proposed schedule fiom MPAL, the Meridian Parks and Recreation Director shall Wither
provide written notice to MPAL of the City's acceptance of same or shall notiFy the
MPAL Contact of any necessary amendments, Upon City's mailing of City's vvntten
acceptance of MPAL's proposed schedule, the proposed sahedute shall be known as the
"Official MPAL Fall Schedule" Once established, the Official MPAL Fall Schedule
may be ameadded only upon communication betwoce the MPAL Corrtact and the City
Contact. MPAL shall not be guaranteed priority use of the soccer fields at Park if the
Official MPAL Fall Schedule is amended after January 31.
3. Fields. Provided that MPAL strictly adheres to the sch~uling requiremeirts as set forth
in this Agreement, during the Fall Soccer Season, MPAL shall be entitled to eachisive
use of flu soccer fields is Park for soccer practice session(s), sorer game(s), end field
Preparation as scheduled in accordance with the Official MPAL Fall Schedule for the
Purposes set forth therein and under the farms set forth in this Agreement, which use shall
preclude non MPAL aces of die soccer fields.
4. Shelters. Provided that MPAL strictly adheres to the scheduling requirements as set
forth in this Agreement, during the Fall Soccer Season, MPAL shall be entitled to the use
of Park shelters as follows.
a Shelter reservations made for daring prsctlce sembna and games on days other
tl~au Saturdays. Between the establishment ofthe Fa11 Soccer Season as set forth
herein and January 31, MPAL shall be entitled ~ z~eseave one (1) shelter in Pam
during Prentice sessions or game days wlrich are scheduled per the Official MPAL
Fail Sch~ute for days other than Satuzdays, far which mseavation the shelter
reservation fee shall be waived. City shall have the right to reserve one (1) shelter for
non MPAL activities ar uses, which reserved elan shall take precedence over
Av~a~vrFORDB-~BLOPi1~fsN7'ANDJolN1' l1sB oFH~xOB.sP~Rx PAGB 8 OF 14
MPAL's non reserved use of such shelter. In the event @tat MPAL does not reserve
either or both shelters in Park during aWort-Saturdaygameand/or practice session,
City shall leave the right to reserve both shelters fornon-MPAL activities or uses,
which reserved uses shall take preced~ce over MPAL's no~resetved use of such
shelters, After January 31, MPAL shall be on equal footing with the general public
rem shelter reservation requirements, priority of reservation, and gayment of
shelter reservation fees.
b. Shelter reservatioHS daring practice sessions and games oa Saturdays. MPAL
shall be entitled to exclusive use of both shelters in Park on Sattu+days during the Fall
Sooc~ Season, which use shall preclude non MPAL reservations and/or use of the
shelters. MPAL shall not be roquired to make a specific shelter reservation for such
use, and there shall be no shelter reservation fee for such use.
E. Sommer Soccer Canape.
1. Establishment of Offidal Jane and Daly Soccer Camp Schedalm. By December i of
the preceding year, MPAL shall provide written notice to City as provided herein of the
starting and ending dates of the two-week period in June of the following year and the
two-wcek period in July of the following year during which MPAL proposes to schedule
and conduct soccer Damps at Park, which notice shall also include locations of such
camps {t a fields to be used). By Deceanb~ 31, the Meridian Parks and Recreation
Dnector shall eithm provide written notice to MPAL of the accxptance of same, or shall
notify the MPAL Contact of any necessary amcedments. Upon mailing of such written
acceptance fi+~n City. MPAL's proposed soccer camp schedules shall be latown
respectively as the "Official MPAL June Soccer Camp Schedule" and the `Official
MPAL July Soccer Camp Schedule" Once established, the Official MPAL June or July
So«xr Camp Schedules may be amended only upon camnmmic~tion between the MPAL
Contact and the Meridian Packs and Recreation Director. MPAL shall not be
priority use of the soccer 5elds at Park for the June or July Socar Camp if the Official
MPAL June or July Soccer Camp Schedule is amended after January 31.
2. Fields. Provided that MPAL strictly adheres to the scheduling requirements as set forth
in this A,gc~neat, doting the Lune and Juiy Soccer Camps, MPAL shall be entitled to
exclusive use of no more than four (4) sooner fields in Park for soccer camps scheduled in
a~rcordance with the Official MPAL June or July Soccer Catap Schedules, which use may
precludenon-MPAL uses of the scheduled soccer fields.
3. Shelters. Provided that MPAL strictly adheres to the scheduling requirements as set
forth in this Agi~eemeat, during the 7ttae and July Soccer Camps, MPAL shall be entitled
to the use of Park shelters as follows. Bdween the establishment of the Offiaal June and
July Socxer Camp Schedules as set forth herein and January 31, MPAL shall be entitled
to teser<-e sae (1) shelter in Park during the Jute and Jaly Soccer Camps, for which
resen-atioa the shehar reservation fee shall be waived. City shall maintain the right to
reserve one (1) shelter fornon-MPAL activities or uses, which reserved uses ahalI take
precedence over MPAL's non-reserved use of such shelter. In the event that MPAL does
Acxee~DBVe.coP~~JorNr ils8 opH~toasP,~xx Pnos 9 of 14
not reserve a shelter in Park during a June and July Soccer Camp, City shall have the
right to reserve both ehehas for non MPAL, activities or uses, which reserved uses shall
take prec~edtnco oven MPAL's non reserved use of such shelters. After January 3I,
MPAL shall be on equal footing with the general public r~+ding shelter reservation
requirements, priority of reservation, and payment of shelter reservation fees.
F. Inline Hockey Season.
Establishment of Inline Hockey Season. By Deceanb~ 1 of the preceding year, MPAL
shall provide written notice to City as provided hea+ein of the startirtg and ending dates of
the ten week period in the summer of the following year during which MPAL proposes to
schedule and conduct playing surface preparation and iuline hockey practice sessions and
games at Park. By December 31, the Meridian Parks and Recreation Director shall eithw
provide written notice to MPAL of the acxxpta~ of scone, or shall notify the MPAL
Contact of any necessary amendments. Upon City's mailing of City's wri#en acceptance
of MPAL's proposed inline hockey season,lhe proposed season shall bo known as the
"lsiline Hockey Season." Once established, the Inline Hockey Season may be amended
only upon communication betvve~i the MPAL Contact ~d the Meridian Packs and
Recreation Director. MPAL shall not be gnaraiiteed priority use of the inline hockey
facility at Park if the Inline Hockey Season is amended after January 31.
2. Esta~biishmeat of Offieta! ItdpAL Inline Hockey Sehedale. At least thirty (30) calendar
days prior to the first day of the Inline Hockey Season, MPAL shall provide written
notice to City as provided herein of its proposed practice and game achefiile for the
Inline Hockey Season, which shall include proposed dates, times, and duration of each
and every inline hockey practice session and game. The proposed schedule shall also
delineate the dates, times, and duration of playing surface preparation activities fA bo
undertaken by Ml'AL prior to any and all inline hockey practice sessions and games.
Within maven ('~ calendar days of receipt of the proposed schedule from MPAL, the
Meridian Parks sad Recreation Director shaA either provide arntten notice to MPAL of
the City's acceptance of same or shall notify the MPAL Contact of any nece~ary
amendments. Upon City's mailing of City's written a+c~ptanee of MPAL's propceed
schedule, the proposed ~hedule shall be knows ss the "Official MPAL Inlitur Hockey
Schedule." Once established, the Official MPAL Ittline Hockey Schedule may be
amended only upon communication between the MPAL Contact and the City Contact.
MPAL shall not be guaranteed priority use of the inline hockey facility at Park if the
Official MPAL Inline Hockey Schedule is amended. aRer January 31.
3. 1[aline hockey iacWty. Provided that MPAL strictly adheaea to the scheduling
regiiirecnents as set t~rth in this Agreement, during the Iiilina Hockey Season, MPAL
shall be entitled to exclusive use of the itiline hockey facility at Park for inline hockey
practice sessions, games, and playing surface preparation as scheduled in accordance
with the Official MPAL Inline Hockey Schedule for the purposes set forth tha~ain and
under the temps set forth in this A,gtoament, which use shall precludenon-MPAL uses of
the inline hockey facility at Park.
ACiRBBbfP.NTFOR DEYFrGOPMENTAND/OINT t1SB OFHSRO~SPARK PAGE 10 OF 14
4. Shelters. The provisions of this Ag~reoment regarding inline hockey shall grant MPAL
no priority use of Park shelters. With rogani to the use of t~ inline hockey facility at
Park, MPAL shall be on equal footing with the general public regarding shelter
reservation reyuu+ements, priority of reservation, and payment of shelter reservation fees.
'Vl. Notfces.
Communication between the MPAI, Co~rtaet and the City Contact regarding day-today matters
(e.g., issues related to nse, scheduling. and maintenancx of Park) shall occurvia a-mail,
facsimile, yr telephone. All other notices regiured. to be given by either of the parties hereto shall
be in writing and be deemed communicated when personally served, ar mailed in the United
States mail, certified, return receipt requested, addressed as follows:
City of Meridian
Attn: Parks and Recreation Director
33 E. Idaho Avenue
Meridian, Idaho 83642
Meridian Police Activities League
Attn: Commissioner
250 N. Baltic Place, Suite A
Meridian, Idaho 83642.
Bitter party may change its authorized representative and/or address for the purpose of this
paragraph by giving written notice of such change to the other party in the manner herein
provided.
At the conclusion of each of the following, the MPAL Contact and the City Contact shall
together review the season to address any problems which may Dave arisen sad to di~ua
possible changes to improve atatbe[s regarding the parties' joint uce of Park: the Spring Soccer
Season, the June Soccer Camp, the July Soccer Camp, the Inline Hockey Season, and the Fall
Soocfx Season.
VIIL Conflict Resolution.
If either party believes that the other party is not fulfilling its obligations as established by this
Agreement, the complaining party shall give writtce notice of its cemplaint to the other party.
The party r+ecceiving the complaint shall, within fifteen (15) calendar days, correct the situation
and eonfitm the correction in writing, or reject the complaint, explaining the mitigating
circumstances and why a remedy canner be achieved.
IIL Assfffiment.
AQR]VT'FORDEYELOPMBNT.IIVD.JOINT rISBOFHEROBSPRRK PACES 11 OF 14
City shall not assign or sublet all or any portion of City's interest in this Agreement or any
privilege or right hereunder, either voluntarily or imohmtarily, without the prior written consent
of MPAL. MPAL shall not assign or sublet all car any portion of MPAL's interest in this
Agreement or any privilege or right hereunder, either vohntarily or involuntarily, without the
prior written consent of City. This Agreement and each and all of the twos and conditions
hereof shall apply to and sore binding upon the respective orgarrizatioas, legal representative,
sucxessor8, and assigns of the parties.
~C. No~encv.
Neither MPAL nor its employees, agrms, contractors, officials, oflYCars, servants, guests, and/or
invitees shall be considered agents of City in any manner or for any purpose whatsoever in their
use and occupancy of Park.
XI.7ndemni8c~tioau.
MPAL and each and all of its employees, . contactors, officials, officers, servants, guests,
and/or invitees, ~d all participants in MPAL prog~ra~a~miag, shall ~ify sad save and hold
harmte~ City from and for say and all losses, claims, actions, judgments for damages, or injury
m perms or property and losses and caused or incurred by MPAL oar any MPAL
employee, agent, caontractor, official, officer, servant, guest, and/or invitee, or any participant in
or observer of MPAL pro~ramaming, at or in its use of Park or any lack of mambenaace or repair
thereon and not caused by or arising out of the tortious conduct of City. MPAL shall maintain,
and specifically agrees that it will maintain, throughout the term of this MOU, liability insurance
in the minimum amouuit as specified in the Ydaho Tort Claims Act set forth in Title 6, Chapter 9
of the Idaho Code. The limits of insurance shall not be deemed a limitation of the covenants to
indemnify and save and hold harmless City; and if City becomes liable for an amouurt in excess
of the insuuance limits herein provided dare to the actions or omissions of MPAL or any MPAL
oanployee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in
or observer of MPAL programming, MPAL covenants and agrees to indemnify and save and
hold harmless City from and for all such losses, claims, ac~cons, or judgments for damages or
liability to persons or propea;ty. City makes no warranty or promise as to the condition, safely,
uset{tlness, or habitability of the premises; IViPAi: accepts Park fm nee as is, both at the Ea~Ctive
Date of this Agreement and for each practice session, game, and/or game day.
XII. Coamalisace with Laws.
l'n parfoiming the scope of seavic;es required hereunder, City and MPAL shall comply with all
applicable laws, ordinances, and codes of Federal, State, and local govamneats.
~t~. Attorney Fees.
Should any litigation be commenced betwe~ the parties hereto concerning this Agreement, the
prevailing party shall be entitled, in addition to auy other relief ere may be granted, to court costs
and reasonable attorneys' fen as determined by a wart of cwnpetertt jurisdiction. This
AGRSBM8N7"PORDav~cOPMSM'AND.1~OlNT rISBOFHSROBSP.lR1C PAGE 120E 14
provision shall be deemed to be a separate contract between the parries sari shall survive say
default, termination or forfeiture of this A,gtaement.
XN. Tof Agreement
This Agreement shall become affective as of the 8ffectiva Date upon execution by both patties,
and shall expire twenty-two (22) years from the Effective Date unless earlier terminated or
exteraied in the manner as set forth in this Ag~reemont. If the parties to this Agreemart fail bo
mutually extend this Agreement, and neither has terminated the Agreement, the term of taus
Agreement, or such othea tams as the parties have agreed upon is writing, shall be r~awed
automatically for one-year periods thereafter unless ~ by either party in the mariner
provided in this Agreement.
XV. Termination.
A. Gronnda for terminat[on. Grounds for termination afthis Agreement shall include, but
shall not be limited to:
1. An act or omission by either party which breaches any term of this Amt.
2. An act of nature or other unforeseeable evert which precludes or makes impossible the
performance of the terms of this Agreement by either patty.
3. A change in circumstances that renders tli~ performance by either party a detriment to the
public health, safety, or welfare.
B. Termination prooas. Either party may terminate this Agreement by providing (~ months
advance written notice of intention to t~,,,,;nAtP Such writt3en notice shall include a
desaription of the breach or circumstances providing grounds fan' termination. A ninety {90)
day cure period shall comtrienee upon mailing of the notice of intention to terminate. If,
upon the expiration of such cure period, cure of the breach or circumstances providing
grounds for termination has not occurred, flue Agreement may be terminated upon provision
of writtce notice of termination.
XVi. Cons~vcfion and Sevenbiiit?v.
If any part of this Agreement is held to be invalid or imeafotceable, such holding will not affect
the validity or enforceability of any other part of this Agreement so long as the remainder of the
Agreeffient ie reasonably capable of completion.
RVII. EzhibHa.
All exhibits to flue Agreement are incorporated by reference and made a part of this Agreement
as if the exlu'bits ware set forth in their entiroty in this Agreeffiant.
XYIA. Entire Agreement.
AQRBEMBNTFOR DBYBLOPMBNT'ANDJOINT ZIS130FHBR0&SP,uur PAOB 13 OF 14
This Agrament contains the entire agroement of the parties and supersedes any and all other
agreements or understandings, oral or written, whether previous to the execution horeof or
contemporaneous herewith.
I~IL lion-waiver.
Failure of either party to promptly e~nforco the strict performance of any term of this Agreement
shall not constitute a waiver or relinquislunent of any party's right to thereafter eriforoe such
term, and any right or remedy hereunder may be assa~ted at anytime after the governing body of
either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement.
This Agreement shall be governed by and construed end enforced in accordance with the laws of
the State of Idaho.
~ornval Reaaired.
This Agreement shall not become effective or binding until approved by the resp~tive
governing bodies of both City and MPAIw
IN WITNESS WSEREOF, the parties shall cause this Agreement to be executed by
their duly authorized offices to be effective as of the day and year Srst above written.
MERIDIAN FOLYCB ACS LEAt:iUB:
BY: g- /y -o
m Roy vase
MPAL 'over
CITY OF MERIDIAN:
ar:7 ~
~~19-0~'
Tammy Date
Naylor `~~~~~~~nun~ali~'~~~
Attest: ~' ~ ,
aycee H ~
City Clerk ~~,~,` ~~
_`'~
9 T t~ • P~.~`~
A(3RE8MBNTAORDEi'BLOPIIlB1VTA'1V~~d~{y~F~kb&SPilR1C PACiB 140F 14
h~Hrnt n~~N~
E~~siT A:
HEROES PARK PLAN
AGRB6MENT FDR DBi+BLDA~N7'.WD JOINT USe OFHBROL4 PARK EXFIIBIT A
rtr~e®.s~au~o
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EXHIBIT B:
MORTGAGE NOTE
MORTGAGE AND SECURITY AGREEMENT
AGREEJ~lENT FOR DEYBLOP111BNTANDJOWT i1SB OFHEROESPAXIC BXF~Tf $
AQA COUttTY RECORDER J. DAVID NAVARRO AISOUKT .00 17
TORE IDAHO OSN3108 02:06 PM
DEPUTY BonsisOberbilgg III'llallll'I'I~'~'III'I~IIII'II~
REt~RQED-REQUEST OF 10$099408
1Neddian dry
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGB AND SBCURTTY AGREBMEN'P effective as of August [~ 2008,
by Meridian Police Activities I,esgue, Inc., a nonprofit corporation organized tinder the laws of
the State of Idaho, whose address is 250 N. Baltic Place, Suite A, Meridian, Idaho 83642, as
mortgagor (hereinafter "Promisor', and the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho
83642 as mortpgee (heraaaftsr "Holder'').
WHEREAS, Promisor is indebted ~ Holder in the original principal sum of Three
Fitr~red and Twenty-Bight Thousand Dollars ($328,000.00), which indebtedness is evidenced
and rtipreseated by that certain Mortgage Note of even date from Promi~r to Holder {the
Mortgage Note together with all substitutions, corffiolidetions, modifications, repl~emente,
restatements, increases, renewale, and extensions thereof, in whole or in part, shall collectively
be referred to as the "Note"}; and
WHEREAS, Holder, as a condition precedent to the exter>sioa of cxedit and the making
of the loan evidenced by the Note, has required that Promisor provide Holder with security for
the repayment of the indebtedness evidenced by the Note as well as for the performance,
observance and discharge by Promisor of various covenants, conditions and agreements made by
Promisor to, with, in favor oi; and for the benefit oft Holder with respect to such indebtedness
and security;
NOW, THL~REFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby aclmowledgal and agreed, and is consideration of the mutual promisee sad
covenants herein contained, Promisor and Holder agree as follows:
I. Grants of 3ecarlty.
1.1 Property Granted. M consideration of sad in order to secure the repayment;
observance, performance and discharge by Promisor of the Secured Obligations (as deSaed
below), Promisor graat$, bargains, sells, aliens, remices, releases, conveys, assigns, transfers,
pledges, delivers, sets over, hypothecates, warrants, sad confirms to Holder, se beneficiary
hez~eunder, subject to the terms and conditions of this Mortgage and Security Agrineat, all
estate, right, title and interest that Promisor now has or may later acquire in arrd to the following
descn'bad properties, rights end interests and all replacements of, substitutions for, and additions
thereto (all of which are referred to below as the "Pnopert~'~:
1.1.1 Real Property. The real property in Ada County, Idaho, descry'bed. in
Bxl b<Ibk A attached hereto and made a pert hereof (the "Real Properiy'~.
1.1.Z Improvements. All buildings, structures and other improvements of any
kind, nature or description now or erected, constructed, placed or located upon the Real
Property (the "Inrprovements'~.
1.1.3 AppartenaQCes. All te~cments, hereditamearts, strips and gores of land,
rights-of-way, easements, privileges and other apptrrten8nces now or hereafter belonging or in
MoRm~ae.wvSacusor~lcRSearsnrr P~oa t or ]2
~Y ~Y ~ to the Real Property, including; without linnitation, all right, title and
interest of the Promisor is any aftor-acquired right, title, interest, remainder ar reversion, in and
to the beds of any ways, streets, avenues, marls, alleys, passago8 and public places, open or
pmposod, in ~+ont of, running through, adjoiiung or adjacent to the Real Property; all minerals,
royalties, gee right, water, water rights, water stock, dowers, shrubs, lawn Plants, crops, trees,
timber and other emblements now or herea8ar located on, ender, ar above all ar any part of the
Real Property (the "App~'~.
i.lA Coademnatlon Awards. Any and all awards, Payments or settlements,
including interest thcc+con, and the right to receive the seine, as a result of (a) the exercise of the
right of eminent domain, (b) the alteration of the grade of nay sheet, and (c) any other injury,
damage or casualty to, taking o~ or decrease in the value o~ the Progeny, to the extent of all
amouNa that may be secured by this Mortgage and Security Agra~nent at the date of any such
award or payment, including but not limited to Reasonable Attorneys' Fees (as defined below),
costs, and diabursemerits incurred by Holder in connection with the collection of such award or
P~~
1.2 Secured ObiigatMns. This Mortgage and Security Agreement and the grams,
assigaiments and transfers made hewn arc given for the purpose of securing all of the following,
in such order of priority as Holder may determine in its sole distxataion (the "Securod
Obligatioais'~:
1.2.1 The payment of the indebtedness evidenced by the Note in lawful money
of the United States of America to the extent authorized by the Note ar the other Loan
1.2.2 The performance of all other obligations of Promisor herein.
1.2.3 The performance of each obligation of Promisor in the Loan Docim~ents in
addition to the payment of the Note.
1.2A The pa¢~forniance of each obligation in the Loan Doarmearts of anY Pin
guaranteeing the payment of the Note ~ any portion theroof or performance by Promimr of any
teams of this Mortgage and Security Agreement. if nay.
1.25 The performance of each obligation of Promisor and any guarantor in any
renewal, extension, modification, consolidation, change, substitution. r+ePlacemeat for,
restat~iem or increase of all ar any part of ~e Note, this Mortgage and Security Agrament or
the other Loan Documents.
2. Promisor Covenants. Promisor covenants and agrees as follower:
2.i Payment of Note. Promisor shall pay the Note in accordance with the teams of
the Note, and shall promPtiY ~ puncivallY PaY Pmt to the terms of the Note, this Mortgage
and Security Agreenrient, and all other documents and insttumeuta executed is connection with
the indebtedness evidenced by the Note and secured by this Mortgage and Security Agreement
(horeinaRer collectively refen~ed. to as the "Loan Docinneats'~. If and when the Properly err any
portion thereof is sold, through foreclosure, eminent domain, or otherwise, whether such sale is
MoR7CiAV8ANDS8CURli'Y.1cIt8EA/BNT PACiB2oP 12
voluntary or involumary, prior to the receipt by Holder of payment of the Note, Holder shall
have the right, whether ar not a deficiency judgment on the Note shall have been sought,
recovered ar denied, to raaive the award ar payment, ar a portion tharaof sufficient be pay the
Secured Obligations.
2.2 Performance of Other Obligatlons. Promisor shall perform, cxxnply with, and
abide by each and every one of the covenants, agr and cand~itions contained and set forfli
in the Note, this Mortgage and Security Agr+oeaaerrt, and the other I.oaa Documents and shall
comply with all laws, ordinances, rules, regulations and orders of any govemmental authorities
having jurisdiction over the Property that now ar hereafter affect the Property ar requires any
alterations ar improveanerrts to be made thereon, and shall perform all of its obligations under
any covenant, condition, restriction or agreement of record affecting the Property and shall
insure that at all times the property constitutes one ar more legal lots capable of being conveyed
without violation of any subdivision or platting laws, or+dinsaees, rules ar regulations, ar other
laws relating be the division ar separation of coal properly.
2.3 Compliance wltk Laws. Promisor shall observe, abide by, and comply with all
ordinances, laws, orders, recluiromcets ar decrees relating do the Property enacted,
promulgated ar issued by any federal, state, county ar local governmental authority or any
agency ar subdivision thereof having jurisdiction over Promisor ar the Property. Promisor shall
observe and comply with all conditions and roquireaneirts necessary to preserve and extend any
and alI rights, licenses, Permits, privileges, fianchises and concessions that are ar become
applicable to the Property ar that have been to ar contracted for by Prami~r in
coanectioa wig any existing, preserrtly conteanplated or futare use of the Property.
2.a Preservation and Maint~ance of Property. Promisor shall keep all
Ina~prove~menb sow existing or hereafter erected on the Real Property in good order awd repair
and shall not do ar permit any waste, impairment or deterioration thereof err thereon, nor alter,
remove, ar demolish any of the Improvemerite without the prior written consent of Holder.
Promisor shall not do or permit any act wherry the property shall become leas valuable, ba used
for purposes contrary to applicable law, ar be used in any manner that will increase the premium
far ar result in a termination ar cancellation of the insurance policies hereina8er required to be
kept and maintained. on the Property.
Z.S lEl[azardons Waste.
2.5.1 Promisor at all times shall keep the Property a~ ground water of the
Property five of Hazardous Materials as defined below. Promisor sha11 not and shall not
lmowingly permit its tenants or any third party requiring the consent of Promisor to enter the
Property, to use, generate, manufacture, treat, store, release, threaten release, or dispose of
Hazardous Materials in, on, or about the Property ar the ground water of the Property in violation
of say federal, regional, state, ar local law, decision, statute, isle, ordinance or regulation
currently in existence or hereinafter enacted ar rendered (collectively the "Hazffidous Waste
Laws" ~. Promisor shall givo Holder pronnpt written notice of any claim by ~Y P qty. er
governmental agency that a signi$cant release or disposal of Hazardous Materials has occuaed
in, on, ar under the Property in excess of legal limits. Promisor, at its cost, shall promptly and
thoroughly investigate suspected Hazardous Materials contamination of the Property. Promisor
Moxrr~v8~rvvS$cURnrAasB~gM' PAOt:3 oR 12
shall forthwith remove, re~ir, clean up, a~/or detoxify any Hazardous Materials found on the
Property or in the ground water of the Property if such actions are required by Hazardous Waste
Laws, and whether or not Promisor was responsible for the existence of the Hazardous Materials
in, on or about the Property or the ground water of the Property. Hazardous Materials shall
include but not be limited- bo substances defined as "hazardous substances," "hazardous
materials," or "toxic ~" in The Comprehensive 13nvir+onme~ntal Response,
Compensation aml Liability Act of 1980, as amended, by the Srtpafimd ~ and
Reauthorization Act of 1986, The Hazardous Materials Transportation Act of 1994. The
Resource Consen-ation and Recovery Act of 1976, as amended by The Used Oils Recycling Act
of 1980, The Solid Waste Disposal Ad amendmem of 1984, The Toxic Substances Control Act,
The Clean Air Act, The Clean Water Act, Idaho Bnviro~n~tal Protection and Health Act (Idaho
Code §§ 39-101 to 39-130), Idaho Radiation and Nuclear Material Act (Idaho Code §§ 39-3001
to 39-3030), Idaho Water Quality Act (Idaho Code §§ 39-3601 to 39-3639), Idaho Hazardous
Waste Management Act (Idaho Code §$ 39-4401 to 39-4432), Idaho Hazardous Substsace
Emergency Response Act (Idaho Code §§ 39-7101 to 39-7115), Idaho Petroleum Clean Water
Trust Fund Act {Idaho Code §§ 41-4901 m 41-4948), Idaho Land Reclamation Act (Idaho Code
§§ 39-7201 to 39-7210), Idaho Solid Waste Facilities Ad (Idaho Code §§ 39-7401 to 39-7420),
Idaho Salc and Disposal of Batteries Act (Idaho Code §§ 39-7001 to 39-7004), Idaho PCB Waste
Disposal Act {Idaho Code §§ 39-6201 tD 39-6216) or in any other Hazardous Waste Laws. In
additioq Promisor shall not put any uadergrou~ storage tanlas on the Real Property.
2.5.2 Promisor shall indemnify Holder and hold Holder harmless from and
against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and
every kind whatsoever paid, incurred or suffered by, or asserted against Holder for, with respect
to, or as a direct or indirect result of, the presence in, on, or render, or the escape, seepage,
leakage, pillage, discharge, emission, or release from, the Property of any Hazardous Materials
(including, without limitation, any losses, liabilities, damages, injuries, costs, wcpe~rses or claims
asserted or arising under any Hazardous Waste Laws), regardless of the source of origination and
whether or not caused by, or within the control of. Promisor.
2.6 AccxssH~llity. Promisor at all times shall maintain the Property in full compliance
with all existing and hereafter enacted federal, state, county, regional or local laws, ordinances,
rules and regulations governing accessibility for the disabled, including but not limited to The
Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Fair Homing Act of
1988, and The Americans with Disabr7fties Act {the "Aecassrbility Laws'. Promisor shall
indemnify Holder and hold Holder harmless from and against any and all loess. liabilities,
damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or
suffered by, ar asserted against Holder for, with respect to, or as a direct or indirect result o>; the
non-compliance of the Property with the Accessibility Lawn whether ar not caused by, or within
the control of', Promisor.
2.7 Payment of Tazes, Aasessmenta amd Otter Charges.
2.7.1 Promisor shall pay all taxes, assessments, and other charges ~ that are or
may be herea~r levied or assessed upon or against the Property, when the same shall become
due and payable according to law, before the same become delinquent, and before any iaterret or
p~lalty shall attach thereto. Promisor shall deliver official receipts evidencing the payment of
16[ORiGrrf#BAND SBCfAtll7idliRSBA18M' PAOB 4 OR 12
the same to Holder not later than thirty (30) days following payment. Promisor shall have the
right to coast, in good faith, the proposed asses neat of ad valorem taxes or special
assessments by governmental authorities having jurisdiction over the Property pro ded,
however, Promisor shall give written notice thereof to Holder and Holder may, ~ in its sole
discretion, require Promisor to post a bond or other collateral satnfi'actory to Holder in
conneation with any such action by Promisor:
2.7.2 Promisor ~ and wancants to Holder that Promisor has filed all
federal, state, county, municipal, and city income and other tax rebuns required m have been
filed by it sad have paid all taxes and related liabilities which have become due pursuant to such
rexiirns or pursuant m any ~sessmants received by it. Promisar does not ks-ow of any basis for
nay additional assessment in respect of any such taxes and related liabilities for prior years.
2.8 Payment of Liens, Charge and Encumbrances. Promisor shall, immediately
pay and discharge from tune to time when the same shall bexxsme due all lawful claims and
demands of mechanics, aialmes,, laboreas and others that, if unpaid, might result in, or
peenait the creation of', a lien, charge or encumbrance upon the Property or any part theseof;
aadlor to do or cause to be done everything necessary so that the lieai of this Mortgage and
Security Agreeeaent shall be fully preserved, at the cost of Promisor, without a to Holder.
2.9 Payment of Mortgage Taws. Promisor shall pay any and all taxes that maybe
levied or assessed directly or indirectly upon the Note and/or this Mortgage and Security
Agreanesit or the; debt secured hereby, widmut regard to any law that maybe ha~eaftea ceacted
imposing payment of the whole or any part thereof upon Holder, its scuxsssois or assigns.
Z.10 Insurance.
2.10.1 Promisor shall obtain and anaintain, or cause to be maintained, insurance
for Promisor and the Property providing at least the following covexagen:
(a) Property Insurance. If and/or when applicable, issuance with
respect to the Improvements and building equipment insuring against any pezil in as amount
equal to amounts at all times suffiicieut to prevent Holder from becoming a ca-insurer within the
terms of the applicable policies and under applicable law, but in any event such insurance shall
be maintained in an amount equal to the full insurable vahxe of the Improveunents and building
equipment oa the Property. The term "Cull insurable valve" means the actual replaoememt cost of
the lmprovanents and building equipment {without taking into account any depreciation, and
exclusive of excavations, footings and foundations, landscaping, and paving) deteoniaed
annually by an insurer, a recognized independent ins<uaace broker, or an independent appraises:
The Policy shall provide that: (i) all proceeds be payable to Holder as set forth in this Mortgage
and Seaority Agreement and shall contain a standard `~.on ~'butorp mortgagee" endorsement
or its equivalent reh~ing, inter alter, to recovery by Holden not`Nitbstaading the negligesit or
willful act or omission of Promisor, and (u~ a provision that such policy shall not be aaaceled or
terminated, nor shall it expire, without at Least thirty (30) days' prior written notice to Holder.
(b) Liability Insurance. Cieaaal liability insurance, itrclnding bodily
injury, death and property damage liability insurance, against any and all claims, including all
MOR7CiA06 AJVDS6CLA¢tl7AGx~iISN'r PACiB S OF 12
legal liability to the extent insuiabla and imposed upon Holder and all court costs and attorneys'
Etta and expenses, arising out of or coimocted with the possession, use, leasing, operation,
maintemar~ce ar condition of the Property in such amounts as are generally available at
commercially reasonable premiums and are gana~ally required by institutional Holders for
'es comparable to the Property but in no ovalt for a combined single limit of less than
. The Policy shall name Holder as an additional named insured a~ shall contain a
provision that such policy shall not be canceled or terminated, nor shall it expire, without at least
thirty (30) days' prior written notice to Holder.
2.10.2 Promisor shall comply with all ins'uance requirements and shall not bring
or keep ar pannit to be brought or kept any article upon any of the Property ar cause or permit
any condition to exist thereon that would be prohibited by an insurance requirement, ar would
invalidate the coverage required hereunder to be maintainal by Promisor on ar with
respect to any part of the Property pursuant to this Section.
2.10.3 If the Property shall be damaged ar destroyed, in whole or in part, by lira
or other casualty, Promisor shall give prompt notice of such damage to Holder and Promisor
shall PAY commence and diligently prosecute the completion of the repair and restoration of
the property as nearly as possible to the condition the Property was in immediately prior to such
fire or other casualty.
2.IOA The insurance coverage required hereunder may be effected under a
blanket policy ar policies covori~g the Property and other properties and assets not constituting a
part of the security hereumda; provided that any such blanket policy shell specifjr, except in the
case of public liability insurance, the portion of the total coverage of such policy that is allocated
to the Property, and any sublimit in such blanket policy applicable bo the Property, and shall in
any case comply in all other respects with the regts of this Section.
2.10.5 Promisor waives say and all right to claim or recover against Holder, its
officers, ean~Ployees, agents and representatives, by way of subrogation or otherwise, for any loss
sustained by Promisor, or any loss ar damage bo the Property, Promisor's Property or the
property of others ands Promisor's control from any cause insured against or required to be
insured against by the provisions of this Mortgage and Security Agreement.
2.11 CondemnAtion. Promisor shall promptly give Holder notice of the actual or
threatened commencane~nt of any condemnation ar eminent domain proceeding and shall deliver
to Holder copies of any and all papers served in connection with such proccedings. Holder may
participate in any such proceedings to the extent permitted by law. Promisor shall, at its
acpanse, diliga-tty Prosecute any such Proceedings, and shall consult with Holder, its attorneys
and experts, and cooperate with than in the carrying on ar defense of any such proceedings.
Notwithstanding anY taking by ~Y public or quasi~ublic authority through eminent domain or
otheawise (including, but not limited to airy transfer made is lieu of ar in anticipation of the
exercise of such taking}, Promisor shall Pay the Secured Obligations in the mamusr provided for
its payment in the Note and in this Mortgage and Security Agreement.
Z.12 E~camina~lon of Promisor's Rceords and Premises.
MoRmnt~e.tNVSe~vRrrrAa~-t~' PAOB 6 0e 12
2.12.1 Proanisor shall maintain cmmpleta and accarate books and records showing
in detail the income and expenses of the Property, and shall permit Holder and its representatives
to exannine such books and records and all supporting vouchers and data during normal business
hours and from time to time opon request by Holder, in such place as such books arel records are
Customarily kept. Upon the occtn~rence of an Bvant of Default, Holder shall have the right to
require that the financial statemetds be audit~i and certified by a certified pablic a,cxouatant
acceptable to Holder, at the sole cost and expense of Promisor.
2.12.2 Holder, and/or its agents, shall have the right and shall be pernitted, but
shall not be required, at all reasonable tunes, to enter upon and inspect the Property to insure
compliance with the covenants, agroatnents, and conditions set forth in this Mortgage and
Security Agreement.
3. Warranty of Title. Promisor r~reseats and. warrants to Holder that Promisor has good
title to the Property and has the right do mortgage, grant, bargain, sell, pledge, assign, warant,
transfer and convey the same and that Fmmisor possesses a fee sample absolute estate in the Real
Property nerd that it owns the Property free and clear of all liens, encumbrances and charges
whatsoever except for two prior mortgages and real property takes for years subsequent m 2~8,
which ate not yet due and payable (the "Permitted Exeeptions'~. Promisor shall forever warrant,
defend and preserve the title and the validity and priority of the Lien of this Mortgage and
Security Agreement and shall forever warrant and defend the wane to Holder agaita~ the claims
of all persons whomsoever.
4. Farther Encambraace Prohibited. Promisor shall not, without the prior written
consent of Holder, mortgage, grant, bargain, encumber, Pledge, assign, or otheravise transfer the
Property or any part thereof or permit tho P~ropetty or any part thereof to be mortgagal, granted,
bargained, ercumbet+ed, pledgal, assigned, or otherwise ttgnsferred.
5. Default. The occurrence of any one or more of the following evem~ shall constitute an
"Event of Default":
5.1 Failure to make any payment of the entire amount of the Secured Obligations in
accordance with the terms of the Note, this Mort~ge and Security Agreement, and all other
Loan Documents.
5.2 If any representation or warranty of Promisor, or any manber, general padner,
principal or benoficial owner of any of the foregoing, made herein, or in say other Loan
Document, or in any guaranty, or in any certificate, report, financial statement or other
instrument or document furnished to Holder shall have been fi~ or misleading in any material
respect when made.
5.3 If (i) Promisor or any Quarantor shall commence any case, proceeditrg or other
action (A) under any existing or fiihu+e law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, r~rganization, consen-atoxship or relief of debtors, seeking to have an
order for relief entered with x~espeet to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking won, arrangement, adjustment, vvindingrrtp, liquidation, dissolution,
composition or otter relief with respect to it or its debts, or (B) seeking appointment of a
MORTr3RCiE AND SBCURiT!'AGRLBMBM PAO& 7 OF 12
receiver, tnrstee, custodian, ooasarvator or other similar official for it or for all or any subal
part of its assets, or the Promisor or any Ouargator shall make a general assignment for the
bceofit of its creditors; or (ii) there shall be commenced against Promisor or any Grantor any
case, procadiAg or other action of a nature referred to in clause (i) above which (A) results in
the entry of as order for relief or any such adjudication ar appointment oa~ (B) r~nains
rmdi, undischarged or unbonded for a period of sixty (60) days, or ('iii) there shall be
commenced against the Promisor or any C#uarantor any cam, proceeding or other action seeking
issuance of a warrant of attachment, woecution, distraint or similar process against all or any
substantial part of its assets which results in the entry of any order for any such relief which shall
not have bean vacated, discharged, or stayed or bonded pending appeal within sixty (ti0) days
from the entry there~fy or (iv) the Promisor or nay Qua~rantor shall take any action in firrWerance
of, or indicating i~ consent to, approval ofi or acquiescence in, any of the acts set forth in clause
(i), {ii), or (iii) above; or (v) the Promisor or any C3rrarantor shall gearerally not, or sha11 be unable
to, or shall admit is writing its inability to, pay its debts as they become due.
5A Facca~pt for the specific defaults set forth in this Section, any odder default under
any Loan Document by Promisor, which default is not cured within thirty (30) days after writtear
notice from Holder to Promisor, provided that if such default cannot reasonably be cured within
such thirty (30} day period and Promisor shall have commenced to cure such default within such
thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such
thirty (30) day period shall be extended for ~ long as it shall require Promisor in the exercise of
due diligea~e to cure such default, it being agreed that no such eoctension shall be far a period in
excess of ninety (90) days, unless, only in the case of cruel that require construction or remedial
work, such cure carmot with diligence be complotad within such ninety (90) day period, in which
case such period shall be extended for an additional ninety (90) days.
6. Rights sad Remedies.
6.1 Remedies. Upon the occurrence of auy Bveat of Default, Holder may take such
action, without notice or dennand, as it deems advisable to protect and enforce its rights against
Promisor and in and to the Property, including, but not limited to the following actions, each of
which may, to rho exbaat peurmitted by applicable law, be pursaed concurrently or otherwise, at
such time and in such ordea~ as Holder may determine. in its sole discretion, without impairing or
othacwise affecting the other rights sad remedies of Holden
6.1.1 Declare the entire unpaid Secru+ed Obligations to be immediately due and
payable.
6.1.2 Institute proceedings, judicial or otherwise, for the cxnrrplete iioreclosnre of
this Mortgage underr any applicable provision of law in which case the Pmpezty or any interest
therein may be sold for cash or upon credit in one or mare parcels ar in several interests or
portions and in any order or manner.
6.1.3 Institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreemcet contained herein, in the Note or in the
other Loan Docrmnents.
MOR7Y3AC18AI~SBCG9PlTYACR88ABlvT' PACia 8OP 12
6.1A Apply for the appointment of a receive, trustee, liquidator or cow
of the Proporty, without notice and without regard for the adequacy of the security for the
Secured Obligations nerd without regard for the aolveacy of Promisor or of say person, film or
other amity liable for the payment of the Seau~ed Obligations.
6.1.5 Subject to any applicable law, Holde may eater into or upon the Property,
either personally or by rte a~-ts, nominees or attorneys and dispossess Promisor and its agents
and servants therefrom, without liability for trespass, damages or othewise and exclude
Promisor sad its ageirta or servants wholly therefrom, sad Promisor agrees to surrender
possession of the Property to Holder upon d~nand, aad. thereupon Holder may (i) use, operate,
manage, control, insure, maintain, repair, restore sad otherwise deal with all and every part of tho
property; (u~ apply the receipts firm the Property to the payment of the Secured Obligstions
after deducting therefrom all (including Rea~nable Attorneys' Fees) incurred in
cxnniection with the aforesaid opeations and all amounts necs~ssary to pay the Taxes, Other
Charge, insurance and other expenses in connection with the Property, as well as just sad
reasonable compensation for the services of Bolder, its counsel, agents and employees.
6.1.6 Pursae such other remedies as Holder may have under applicable law.
Notwithstanding the provisions of this Section to the contrary, if any Event of Default
shall occ~u, the Mire unpaid Secured Obligations shall be automatically due sad payable,
without any fiuthor notice, demand or other notion by Holder.
6.2 Ri=ht to Care Deianlts. Upon the occurrence of any Bveat of Default, Bolder
may, but without any obligation to do ~ end without notice to or demand on Promisor end
without releasing Promisor from any obligation hecro~under, cure the same in such manner and to
such ex~nt as Holder may deem necessary to protect the socurity herao£ Holder is authorizes t4
esuisr upon the Property for such pwrposes, or appear ia, defend, or bring any action or
proceeding to Protect its interest in the Property or to foreclose flue Mortgage ~ Security
A,g~re~nent or collect the Secured Obligations, and the cxa;t and expense thereof (mchidiag
Reasonablo Attorneys' Fees to tho extent permitted by law) shall constitute a portion of the
Securod Obligations arai shall be due and payable to Holder upon demand. All such gets and
expenses incurred by Holder in remedying such Bvent of Default or in appearing in, defeanding,
or bringing any such action or proceeding shall boar interest at the statutory rata for the period
altar ~tiee from Holder that such cwst or e~cpense was inanred to the date of payment to Holder.
All such costs and exposes incurred by Holder together with interest thereon calculated at the
statutory rate shall be deemed to constitute a portion of the 3ecurod Obligations and be secured
by this Mortgage and Security Agreement and the other Loan Documents and shall be
immediately due and payable upon danand by Holder therefor.
6.3 Other Rights.
63.1 The failure of Holder m insist upon strict perfoimsnce of any teem hereof
shall not be deemed to be a waiver of any term of this Mortgage and Security Agroemaut.
Promisor shall not be relieved of Promisar's obligations hereunder by mason of (i) tho failure of
Holder to comply with nay request of Promisor to take any action to foreclose this Mortgage and
Security Agreement or otherwise enforce any of the provisions hereof or of the Note or the other
MoRrutl3s~Sscrntn7'Aa~taaMBn-r' Ppcs39 oP 12
Loan Documents, (n~ the release, regardless of consideration, of tho wholo ar any part of the
Property, or of any person liable for the Securod Obligations or any portion thereof, or (iii) any
went or stipulation by Holder modifying ar supplmnenting the terms of the Note, this
Mortgage and Security A,greetnent ar the other Loan Docum~ts.
63.2 The risk of loss or damage to the Property is on Promisor, and Holder
shall have no liability whatsoever for dccline in value of the PropeaEy, for failure to maintain the
insurance policies rcquired hereunder, or for failure to determine whetl-er insurance in force is
adequate as to the amount of risks insured.
6.3.3 Holder may take action to enforce any covenant hereof without prejudice
to the right of Holder thereafter to foreclose this Mortgage. The rights of Holder ands this
Mortgage and Security Agreement shall be separate, distinct and cumulative and none shall be
given effect to the exclusion of the others. No act of Holder shall ba construed as an election to
proceed under eny one provision heaean to the exchuuon of any other provision. Holder shall not
be limited exclusively to the right and remedies herein stated but shall be entitled to every right
sad remedy now or hereafter afforded at law or in egaity.
7. IndemtiHcatlon. If Holder snail became a party either as plaintiff or as defendant, in
any action, suit, appeal or legal procceding (including, without limitation, foreclosure,
condeumiation, bankruptcy, administrative proceedings or any proceexling whes~ein proof of claim
is by law requirod to be Sled), hearing, motion or application before any court or administrative
body in relation to the Property or the lien and security intc~est granted or created hereby or
herein, or for the recovery or protection of said indebtednea or the Property, or for the
foreclosure of flue Mortgage, Promisor sha11 save and hold Holder harmless firm and against any
and all coats and expenses incurred by Holder on account thereof, inchuiing, but not limited to,
Reasonable Attorneys' Fees, title searches and abstract and survey charges, at all trial and
appellate levels, and Promisor shall repay, on demand, all such costs and expenses, together with
interest tharoon; all of which sums, if unpaid, shall be added to anti becayme a part of the
indebtedness secured hereby.
& Usury Savings Claase. Notwithstanding any provisions in the Note or in this Mortgage
and Security Agrtxrnent to the contrary, the total liability for payments in the nature of interest
including but not limited to default interest shall not exceed the limits imposed by the laws of ~e
State of Idaho or, if controlling, the United States relating to maximum allowable charges of
interest. Holder shall not be entitled to receive, collect or apply, as interest on the inde~btexlness
evidenced by the Note, any amount in success of the maximum lawful rate of interest permitted to
be charged by applicable law. If Holder ever receives, collects or applies as interest any such
excess, such amount that would be excessive interest shall be applied to reduce the unpaid
balance of the indebtedness evidenced by the Note. If the unpaid balance of such indebtedne~
has been paid in full, say remaining excess shall be paid to Promisor.
9. Naftces. All notices or other written communications hetBUnder shall be deemed to have
been properly given (a) upon delivery, if delivered is person or by facsimile tiransrnission with
receipt acknowledged by the rexipi~t thesreoi; (b) one (l) business day altar having bes+n
deposited for overnight delivery with any reputable overnight courier service, or (c) three (3)
business days after having been deposited in any post office or mail depository regularly
~~~~,~ s~~.,t PAOB 10 of 12
maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
ff to Promisor. Meridian Police Activities League, Inc.
Attn: Coa~rnissioner
254 N. Baltic Place, Suite A
Meridian, ID 83642
If to Holder. City of Meridian
Attn: City Attorney
33 B. Idaho Avenue
Meridian, ID 83642
Bither party by noticx to the other may designate additional or different addresses for subsequent
notices or commwnrcations.
10. Governing Law. This Mortgage and Security Agreement is th be g~overnod by and
~ in accordance with the laws of the state of Idaho and, if controlling, by the laws of the
Uniixd States and shall be binding upon Promisor, its hens,. Personal representatives, successors
and assigns and shall inure to the benefit of Holder, its successors sect assigns. All rights,
powers and remedies provided in this Mortgage and security ~meart maybe exercised only
to the extent that the exercise thereof does not violate any applicable provisions of law and are
inteadai to be limited to the extcet necxssary so that they will not rer-der this Mortgage and
Security Agreemx~t invalid, unenforceable or not e~itled to be recorded, registered or filed
under the provisions of any Applicable Law.
li. Terminology. The provisions hereof shall be binding upon Promisor and the heirs.
personal representatives, successors and assigns of l'r+omisor, and shall inure to the benefit of
Holder, its successors and assigns. Where more than one Promisor is named herein, the
obligations and liabilities of said Promisor shall be joint and several. Wherever used in this
Mortgage and Security Ageement, unless the context clearly indicates a contrary intent or unless
otl~srwiae specifically provided herein, the word `~'romisor" shall mean Promisor and/or any
subsaiaent owns or owners of the Properly, the word "Holder" shall mean Holder or any
subsequent holder or holders of this Mortgage and Security Agreement, the word "Moth" sha11
mean the Noth secured by this Mortgage sad Seourity Agroenneat, aid the word "peason" shall
mean an individual, trustee, frost, corporation, PtnrbnershiP or unincorporathd association. As
used herein, the phrase `~teasonable Attorneys' Fees" shall mean foes charged by attorneys
selected by Holder based upon such attorneys' then prevailing hourly rates as opposed to any
statutory presumption specified by any statute then in effect in the State of Idaho.
!Z. Inapplicable Provisions. If eay term of this Mortgage or any application thereof shall
be invalid ar uaeaforceable, the remainder of this Mortgage and any other application of the term
shall not be affected thereby.
13. Modiflcatlons. This Mortgage and Security Agreement cannot be changed, altered,
amended or modified except by an agre~oment in writing acrd in recordable form, executed by
both Promisor and Holder.
MoR1r,.evg~rnSBCVRrrrAaR~~'r PCB if ~' ~
14. Caption:. The captions set forth at the beginning of the various sections of this
Mortgage and Srourity Agreement are for convenience only and shall not be used to interpret or
conshue the provisions of this Mortgage and Security Amt.
15. Entire Agreement. The Note, this Mortgage and Sonority Agr+eeme~t and the other
Loan Documents constitute the entire understanding and agc~earneut beta-eea- Promisor and
Holder with respect to the transactions arising in cxtenneetion with ~ Secured Obligations and
supersede all prior written or oral understandings and agreernes-ts between Promisor and Holder
with respect thereto.
ltN WITNESS WHEREOF, Promisor bas ezewted this Mortgage and SecnrNy
Agreement u of the dsy and year llrst writbea above.
PROMISOR
Meridian Police Activities Lea$uey Ina.
T ~aunissiones'
STATE OF IDAHO )
ss:
Counfiy of ADA )
I HBREBY CBRTIFY that on this ~ day of August, 2008, before the tmdexaigned, a
Notary Publia in the State of Idaho, personally appeared TOM ROY, lmo~vn to me to be the
peason who executed the said instrument, and aclaiowlodged to me that he executed the same.
IN WITNESS WHBREOF, I have hereunto Bert my head and affixed my official seal, the
day and~'''y s~~cate fast above -
'~ f d-
~. ~oTA,pr tary lie far Idaho
r ~•~ * s at $~?~d .Idaho
~ B L3~' = II7mi8S10II Expires: " ~T~
.•~~•~
'IN WiTN~$3e,REOF, Holder hss execated this Mortgage and Seearlty
Agreement as of the Clay and year Brat wrlltea above.
``,`,~~-~ r~ u n allllll~i
HOLDER: ~~~~~~~~~'~ ~ ','''~,,~~~
City of Attest: ~ ~ -,
~~ - SEAL
By: Ta ~ ~r aycee city Cl
., ~
,, t P ~,,
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•,~ ,~ ~~
,, ~~.
'''~~rlryr+nn rr~r~N~~,``,
J1~oR7CiAQBAA-DSBGYlR~77'ilCtRSBA(8M' PACis 12 t~ 12
E~~T A:
DESCRIPTION OF REAL PROPERTY
MOR7t^rAGBAND SBC(lRI7YAQRBBMBNT SIT A
~ ~ , t, ;~ S~7C EtlzszTl~
O,~g 1 l l2 1
F1 ~ . p g Date of Policvl Amt. of Insuras-ce' Premium Amt.
29186 ZB213309 March 3, 2008 at 7:30:00 $10.000.00 5200.00
AM
Old Repabiic National Title Insurance Company
LITIGATION GUARANTEE
SCHEDULE A
1. Name of Assured:
Meridian Police Activities League, Inc.
2. Title to said estate or interest at the date hereof is vested in:
Meridian Police Activities League, Inc.
3. The estate or interest in the land hereinafter described or refereed to covered by this Guarantee is:
Fee Simple
4. The land referred to in this Guaraatoe is situated in the State of Idaho, Coutrty of Ada and is described
as follows:
{I) SEE ATTAG'IIl/D EXHIBIT A
Schedule A pass 1 of 2 pa8e(s)
Otd Republic National Title Insurance Company
LITIGATION GUAgANTEE
SCHEDULE A
EXHII3Tf A
(1)
A ~.~ of land located in the Southeast quarter of Section 26, Township 2 North, Range I Bast. Boise
~~~ Ada ~~,~ Idaho, being more particularls- descn'bed as follows:
The South half of the Northeast quarter of the Southeast quarter of Seation 26, the East half of the
Southwest quarter of the Southeast quarter of Section 26, the Southeast quarter of the Southeast quarter of
Section 26.
Beginning at a brass cap marking the Southeast Dome' of said Section 26, said brass cap described in
CP8cF # 103166014, Ada Counh' Official Records;
'Thence along the South line of the Southeast quarter of Section 26, North 89°18'45" West, 1957.30 feat to
the West line of the East half of the Southwest quarter of the Sotrthaast Quartca' of Sodion 26;
Thaice along said West line, North 00°13'40" West, 1325.39 fed to the North line of Said East half of the
Southwest ~~ ~~ Sam quarter of Section 26;
'[7~co akuig said North line, South 89°31' 14" Bast, 653.83 fed to the West lice of ~ South half of the
Nortlusist quarter of the Southeast quarter; .
Thence along said West line, North 00°09'57" Went, 663.87 fed to the north line of said South half of the
Northeast quarter of the Southeast quarter.
Thence along said North line, South 89°37'28" Bast, 1309.08 feet to the East line of the Southeast quarter
of Section 26, said'East lino being the centerline of S. Maple Grove Road;
Thence along the said East line amd mid centerline, South 00°02'34" Bast, 1998.69 fed to the TRUE
POINT OF BEGINNING.
s~cdulo A >?~ 2 ~ a page(s)
MORTGAGE NOTE
$328,000,00 Ada Coaaty, Idaho
Angast ~ 2008
FOR VALUB RBCEIVBD, the undersigned Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho, whose address is 2S0 N.
Baltic Place, Suite A, Meridian, Idaho 83542 (hereinafter "Pmmisrn"}, promises to pay to the
order of the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, whose address i$ 33 B. Idaho Avenue, Meridian, Idaho 83542 its succssssors sad asagns
(the "Holder"} the sum of Three Hundred and Twenty-Bight Thousand Dollars ($328,000.00), in
lawful money of the United States of America which shall be legal tee in payment of all debts
at the timo of such payment. The sum due hereunder shall be payable at the office of Holder at
33 Bast Idaho Avenue, Meridian, Idaho 83642, or at such other place as Holder may from time to
time designate. Said principal shall be paid in the mam~er set forth below.
1. Interest No interest shall accrue on the unpaid balance of this Note.
2. Maturity. The unpaid balance of this Nate, if not sooner paid, shall be due and payable in
fiill upon sale of the Property as defined below by Promisor (the "Maturity Date'.
3. Prepayment. Promi~r shall have the right to pray aA or any part of the obligation
evidenced by this Note at anytime.
4. Additional Coaditioas. This Note is secured by, and subject to the terms of; a Mortgage
and Security Agreement of even date herewith ea~cumbering certain heal property located in
the County of .Ada, State of Idaho aad other property as more particularly descn'bed in the
Mortgage and Security Agreement (hereinafter `~ropertyr~. This Note, the Mortgage and
Security Agreement, and all other documents and instruments executed as further evidence
o~ as additional security for, ar executed in connection with the indebtedness evidenced by
this Note are collectively referred to as the "Loan Documents "
5. Ill Recoarse. The liability of Promisor with respect to payment hereunder shall be "fiill
recourse" and, accordingly, Holder's source of satisfaction of said indebtalness said
Pramisor's other obligations hereunder and under the other Loan Documents shall not be
limited to the Property. Upon the Maturity Date, Holder may seek to procure payment for
any deficiency out of any other assets of Promisor, or any person or entity comprising
Promisor, or to seek judgment for any sums which are or maybe payable under this Note or
under any of the other Loan Documents.
6. Idaho Law. Thus Note is made in the state of Idaho, which state the parties agree has a
substantial relationship to the parties sad to the undezlying transaction embodied hereby.
Accordingly, in all respects, this Note and the Lawn Documents and the obligations arising
hereunder and thereunder shall be governed by, and construed in accordance with, the laws
of the state of Idaho applicable to contracts made and performed in such state and any
applicable law of the United States of America. Each party unconditionally and irrevvcs;bly
MnitTY:A~:RNlY/'F. p1~iF 1 AI77
waives, to the fullest extent permitted by law, any claim to assert that the law of any
jurisdiction other than the state of Idaho governs this Note and the Loaa Documents.
7. Captiops. The captions set ford at the beginning of the various paragraphs of this Note are
for convenience only and shall not be used to interpret or conshue the provisions of this
Note.
8. Savings Clause. If any clauses or provisions herein contained operate or would
prospectively operate to invalidate this Note, then each clauses or provisions only shall be
held for naught, as though srot heroin contained and the remainder of this Note shall remain
operative and in full force and effect.
IN WITNESS WHEREOF, Promisor has exec^ted this None as of fire day and year
~t at s~lwve written.
PROMISOR
Meridi olive Activities League, Inc.
y: Tom y 'ssioner
STATE OF IDAHO )
ss:
County ofADA )
I HERB,BY CERTIFY that oa this I y day of August, 2008, before the undeQSigned, a
Notary Public in the State of Idaho, personally appeared TbM ROY, known to me to be the
person who executes the aid instrument, a~ aclmowledged to me that he executed the same.
IIJ ViTiTN~SS WHBREOP, I have hereunto set my hand and affixed my official seal, the
day and '~~i~~cate first above 'tten.
~~ ~~ l
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'ti . °.
~OTAR~ ? a
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N lic o
~ ~uBL,G ~ at ~o~SB
••, ~, ~o •.• mmission Bxpira: y 20 u
.~
IN WITNESS WHEREOF, Holder has eYecnted this l~iote as of ffie day and year
first above written.
Attest: ,,~~• v~y
_~ ''~
]bfngsni~ 1Virrs
,~
~!
/,,,,'/~~~h111 r ~ 1 ti ~ ~N~~~1~iPiA 9 AR 9
waives, to the fullest extent permitted by law, say claim to assert that the law of any
jurisdiction other than the state of Idaho goveaaa this Note and the Loan Documents.
7'. Captions. The captions set forth at the beginning of the various paragraphs of his Note are
far convenience only and shall sot be used to or construe the Provisions of this
Note.
8. 8aviags Clause. If any clauses or provisions herein contained operate or would
prospectively operate to im-alidato this Note, they such clauses or provisions only shall be
held for naught, as though not herein contained and the remainder of this Note shall rannain
operative and in fiill force and e~ct.
IN WITNESS WHEREOF, Promisor has executed this Note m of ~e day and year
first above written.
PROMISOR
Meridian Police 'vities Inc.
y: T ,Commissioner
STATE OF IDAHO
ss:
Couuty of ADA )
I fIERSBY CERTIFY that on this ,~ day of August, 2008, bofore tho under'signai, a
Notary Pablic in the State of Idaho, personally appeared TOM ROY, known to me to be the
person who executed the said instrument, and aclmowledgeci do me that he executed the same.
1N VVIZ`NFSS WHEREOF, I have he~mto set my hand and aflirced my offidal seal, the
..
day and r~~u~. s ' ~ first abo 'flea
a
mew ~ ~~ ~ ,
~oTq~1 . O Pablic Idaho
.*
"•" : ~ a ding at 1s a Idaho
f.~~ UB Lt.~'" y Commission Bacpiras' d sa//
•
~`•a,~ U~ I~ F-~~-•r
IN V~ WH>&REOF, Holder has eucnted this Nate as of t>~e day and year
first above wt3tten.
HOLDER: ``,``----i~ ~u! n i NliJJJ~~'i
City of Merl Attest: ~.~`~ ~t ~ b~'''.,,
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By: T ~ aycee haan, c~~ Cl S~L
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Imo''., '! ~ "fit ts't • ~i ~.
n~iaar~cervors -, ~ ~@qd`B 2 oR Z
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any way apper(sining to the Real Property, inchuiing, witho~rt limitation, all right, title and
interest of the Promisor in any after-acquired right, title, interest, remainder or reversion, in and
to the beds of any ways, stress, avenues, roads, SIIeys, pa®ages and Public places, open air
proposed, in 8nnt o£ running through, ac(joining or adjacent to the Reel Property; all minerals,
royalties, gas rights, water, water rights, water stock, flowers, shrubs, lawn Plants, crow, trees,
timber and other emblements now or hereafter located on, under, or above all or any part of the
Real Property (the "Appmbanances'~.
1.1A Condemnation Awards. Any and all awards, payments or settlame~ite,
including interest thereon, and the right to receive the same, as a result of (a} the exercise of the
right of eaninart domain, (b) the alteration of the grade of any aGroet, aad (e) any other injury,
damage or casualty to, taking o~ or decrease in the value of, tiro Property, to the extent of ail
amoants that may be secured by this Mortgage and Security Agreement at the date of any such
award or payment, including but net limited to Reasonable Attorneys' Fees (aa defined below),
costs, and disbursements incurred by Holder in collection with the collection of each award or
paymeart.
1.Z 3ecured Obitgatioas. This Mortgage and Security Agreanent and the grants,
assignments and transfers made herein are given for the purpose of securing all of the following,
in such order of priority as Holder may determine in its sole discretion (the "Secured
t~bligatians'~:
1.2.1 The payment of the indebtedness evidenced by the Noto in lawful money
of the Urrited Siatos of America to the extent authorized by the Note ox the other Loan
Documents.
1.2.2 The pasfiormance of all other obligations of Promisor heran.
1.2.3 The performance of each obligation of Promisor in the Loaa Documents in
addition to the payment of the Note.
1.2.4 The perfomuance of sash obligation in the Loan Doc~ts of any person
guaraateeing the payment of the Note or any portion thereof or performance by Promisor of any
terms of this Mortgage aad Security A.gre~nent, if any.
1.2.3 The performance of each obligation of Promisor and any guarantor in any
renewal, extension, modi5catian, consolida#ion, chanSa, subetitation, r~lacement for,
restatemerrt or increase of all or any part of t~ Note, this Mortgage and Security Agreeane~ or
the other Loan Documems.
2. Promisor Covenants. Promisor covenants and agrees as follows:
2.1 Payment of Note. Promisor shall pay the Note in aecordanoe with the terms of
the Note, ami shaIl promPtiY ~ Pm'-~lY PaY P ~ the terms of the Note, this Mortgage
and Security Agreement, and ell other' doeuumnts sad instruments executed in oanrieetion with
the indebtedaeas evidenced by the Note and socurod by this Mortgage and Secwity Agreement
(hereinafter collectively refereed to as the "I.osn Documearts'~. If and wheat the Pr+opearty err any
portion thereof is sold, through foreclosure, t domain, or otherwise, whe#her such sale is
~axx~ccas,cnwSsCiAdY7'~GR68MBivf' PAOe2 or 12
voluntary or involuntary, prior to the receipt by Holder of payment of the Note, Holder shall
have the right, whether or not a deficiency judgment on the Note shall have boar sought,
roooverctl or denied, to receive the award or payment, or a portion thereof sufficient bo pay the
Secured Obligations.
2.2 Performance of Otter Obligations. Promisor shall perform, comply with, and
abide by each and every one of the covenants, arm conditions contained and sat f~
in the Note, this Mortgage and Security Agreement, and the other I,oaa Documents and shall
comply with all laws, ordinanas, rules, regulations and orders of any govt authorities
having jurisdiction over ~ Property that now or hereafter affat the Property or requires any
alterations or improvements to be made thereon, and shall perform all of its obligations undea
any covenant, condition, restriction or agreement of record affeaing the Property and shall
insure that at all times the Property constitutes one or more legal lots capable of being conveyed
without violation of any subdivision or platting laws, ordinances, rules or regulations, or o~
laws relating to the division or ~paration of real property.
Z.3 Compiiaace with Laws. Promisor shall observe, abide by, and comply with all
statutes, ordinances, laws, orders, requiramants or decrees relating to the Property enacted,
pr+omulgatai or iasuod by any fedarai, state, county or laal govt authority or any
agency or subdivision th~oof having jurisdiction oven Promisor or the Propariy. Prona~isor shall
observe and comply with all conditions and regniremeata necessary to pr+ee~va and extend any
and all rights, licenses, Permits, privileges, ~ error concessions that are or become
applicable to the Property or that have ban granted to or contracted for by Promdisor in
connection with any existing, presently contemplated or future use of the Propeaty.
2A Preservation and Maintenance of Property. Promisor shall keep all
bnprovements now existing or hereafter eroctcd on the Reat Property in good oxd~ and repair
and shall not do or permit any waster, impairmcnt or deterioration thereof or thereon, nor alter,
reauove, or derYrolish any of the Improvements without the prior writt~r consent of Holder.
Promisor shall not do or peamit any act wheroby the Property shall become lass valuable, be used
for purposes contrary to applicable law, or be used is any manner that will incxeaee the premium
for or result in a termination or cancellation of the insurance policies hoKanafter regturod to be
kept and maintained on the Property.
Z.S Hazardous Waste.
2.5.1 Promisor at all times shall keep the Properly and gronnd water of the
Property froc of Hazardous Materials as defined below. Pt+oonisor shall not and shall not
Y permit its tenants or any third Party requiring the consent of Promisor to enter the
property, to use, generate, n~ treat, store, release, threaten release, or di~ose of
Hazardous Materials ia, on, or about the Property or the ground water of the Pr~rty in violation
of any federal, ~~ state, or local law, decision, statute. rule, ordinance or regulation
currently in or her+eina3tes or rendered (collectively the "Hazardous Waste
Laws'. Promisor shall give Holder proaonpt written notice of any claim by any parson, entity, or
governmental agency that a significant release or disposal of Hazardous Materials has oaurred
in, an, or ender the Property in excess of legal limits. Promisor. at its cast, shall promptly and
thoroughly investigate suspected Hazardous Materials contamination of the Property. Promisor
~~~~,~p ~j~y,~ pRggp~~ PAO83 OF 12
shall forthwith remove, repair, clean up, aadlor detoxify any Hazardous Materials found on the
Property or in the ground water of the Property if such notions are required by Hazardous Waste
Laws, and whether or not Promiror was respoautt'ble for the adst~oe of the Hazardous Materials
in, an or about the Property or the ground water of the Property. Hazardous Materials shall
include but not be limited to substa~ea defineii as "hazardous substances," "hazar+doas
materials," or "toxic substances" in The Comprehensive Bnvirnnm~tal Response,
Compensatiaa and Liability Act of 1980, as amalded, by the Superftmd Ameadrnants and
Reauthorization Act of 1986, The Hazardous Matarials Transportation Act of 1994. The
Resource Conservation and Rooovexy Act of 1976, as ameaidod by The Used Oils Recycling Act
of 1980, The Solid Waste Disposal Act amendment of 1984, The Toxic 3ubstanaes Control Act,
The Clean Air Act, The Clean Waxer Act, Idaho Bnvironm~rtal Protection and Health Act (Idaho
Code §§ 39-101 to 39-130 Idaho Radiation and Nuclear Material Act (Idaho Code §§ 39-3001
to 39-3030), Idaho Water Quality Act (Idaho Code §§ 39-3601 to 39-3639), Idaho Hazardous
Waste Managana®t Act (Idaho Cock §§ 39-4401 to 39-4432), Idaho Hazardous Substance
Emergency Re~eponse Ad (Idaho Code §§ 39-7101 to 39-7115), Idaho Petroleum Clean Water
Trust Rund Act (Idaho Cow §§ 41-4901 to 41-4948), Idaho Land Reclamation Acct (Idaho Code
§§ 39-7201 to 39-7210), Idaho Solid Waste Facilities Ant (Idaho Code §§ 39-?401 to 39-7420},
Idaho Sale sad Disposal of Batteries Act (Idaho Code §§ 39-7001 to 39-7004), Idaho PCB Waste
Disposal Act {Idaho Code §§ 39-6201 to 39-621 or in any other Hazardous Wade Laws. Tn
addition, Promisor shall not put any underground storage tanks oa the Real Property.
2.5.2 Promisor sha11 indemnify- Holder anal hold Holder harmless from and
against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any sad
every kind whatsoever paid, incuared or suffered by, or asserted again Holder for, with reaped
to, or sa a direct or indirect result of, the presence in, on, or under, or the e~epe, seepage,
leakage. spillage, discharge, amission, or release fi+om, the Property of any Hazardous Materials
(including, without limitation, any losses, liabilities, damages, iujurics, casts, expenses or claims
asserted or arising under any Hazardous Waste Laws), regardless of the source of origination and
whether or not caused by, or within the control oi•, Pnomiror.
2.6 Access~iIIty. Pramisor at all times shall maintain the Property in full c:ona~pliance
with atl existing and hereafter enacted federal, state, county, regional or local laws, ordinaaues,
rules and regulations govearing accxesi'bility for the disabled, inchadmg but not limited to The
Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Fair Housing Act of
1988, and The Americans with Disabilities Ad (the "Accessl'biItty Laws'. Promisor shall
indemnify Holder and hold Holder harmless from sad against say sad all losses, liabilities,
damages, injuries, costs, sad claims of say and every kind whatsoever paid, incurred or
suffered by, ar asserted against Holder for, with respect to, or as a direct or indirect result of, the
non-compliance of the Proparty with the Accessibility Laws wh~er or not caused by, or within
the coata+ol of, Promisor.
2.7 Payment of Taws, Assessments and Other Charges.
2.7.1 Promisor shall pay all taxes, assessments, sad other charges ~ that are or
may be hereafter levied or assessed upon or against the Properly, when the sane shall become
due and payable according to law, before the same become delinquent, and bemire any interest or
penalty shall attach thereto. Promisor shall deliver official receipts evideraring the payment of
A~ORiGLtQ,SANDSBQAP/7Telf~RSBdBM' PAO84 OF 12
the same to Holder not later than thirty {30) days following payment. Promisor shall have the
right to contest, in good faith, the proposed assessment of ad valorem taxes oar special
assessments by govornmmtal auRhoritios having jurisdiction over tls~ Property; provided,
however, Promisor shall give written noticx thereof to Holder and Holder may, in its sole
dis~tioa, require Promisor to post a bond or other collateral satisfactory to Holder in
comioction with any such action by Promisor.
2.7.2 Promisor r~roaenffi and warrants to Holder that Promisor has filed all
fedo~ral, state, county, municipal, sad city income and ether tax returns required to have been
fled by it and have paid aU taxes sad related liabilities which have become duo pursuant to each
returns ar pursuant to any assessments received by it. Promisor does not know of say basis for
any additional sssessmmt in respect of say such tsx~ and related liabilities far prier years.
Z.8 Payment of Lle~as, Charges and B,awmbraacea. Promisor shall immediately
pay and discharge firm time to time when the ~mne shall become due all lawful claims and
demands of mechanics, mateYialmea, laborers and others that, if unpaid, might result »>, or
pa~rnait the creation oi', a lien, charge or encumbrance upon the Property or any part tbereoi;
and/or to do or cause to be dose every~ing necessary so that the lien of tins Mortgage and
Soauity Agreement shall be fully presen-od, at the cost of Pronniuaor, without expense to Holder.
2.9 Payment of Mortgage Taxes. Promisor shall pay any and all taxes that may be
levied ar assessed direcfly or indirectly upon the Note and/or ibis Mortgage and Security
Agreement or the debt secured hot+eby, without regard to any law that may be hereafter castled
imposing payment of the whole or arty part thereof upon Holder, its successors ar assigns.
Z.10 Insaraace.
x.10.1 Promisor shall obtain and maintain, ar cause to be maintained, insurance
far Promisor cad the Property providing a# Least the fallowing coverages:
(a) Property Ynaaranco. If and/or whoa applicable, insurance with
respect to the Improv~neats and building equipment insuring against any Peril in as amount
equal to amounts at all times sufficient to prevent Holder firom becoming a c;o-insurer within the
fieims of the applicable policies and raider ~plicable law, but in any event such instrramee shall
be maintained. in an amount equal to the full insurable value of the Improvements and building
equipment on the Property. The term `Pull insurable value" moans the actual replacenieat cost of
the Improvements and building equipment (without taking inm account any depreciation, and
exclusive of excavations, footings and foundations, Iamdscaping, and paving) determined
annually by an iasure<, a reoogaizod independent insurnnce broker, or an independent appraiser.
The Poficy shall provide that: (i) all proceeds be payable to Holder as set fob is this Mortgage
and Security Agre~nent and shall contain a standard "non~onltibutory mortgagee" endorsement
ar its equivalent relating, inter aiiq to recovery by Holder notwithstanding the negligent or
willful acts or omi~on of Promisor, and (u~ a provision that such policy shall not be canceled or
terminated, nor shall it expire, without at least thirty (30) days' prior written notice to IIokler.
(b) Liability Iasaranee. General liability ins<uance, including bodily
injury, death and property damage liability insnraaco, against any sad aU claims, inc&tding all
1i~oxmtQe~HVSacuRrrrAo~BVr PwoB 5 OF 12
legal liability to the extent insurable and imposed upon Holder and all court and attorneys'
fees and expenses, arising out of ar connected with the possession, use, leasing, operation,
maintenance ar rendition of the Property in such amounts as are generally available at
comm~+cially reasonable premiums and are generally required by institutional Holders for
'es comparable to die Property but in no event for a combined single limit of less than
The Policy shall name Holder as an additional named insured anti shall contain a
provision that such policy shall not be catnceled or terminated, nor shall it expire; without at least
thirty (30) days' prior written notice to Holder.
Z.l0.Z Promisor shall comply with all ir~uaace mquirasnerts and sha11 not btir~g
or keep ar permit to be brought ar kept any article upon any of the Property ar cause ar permit
arry condition to exist thereon that would be prohibited by as insm~ance requirement, or would
invalidate the insarance coverage requured hereunder to be maintained by Promisor on ar with
reapoct to any part of the Property pursuant to this section.
2.10.3 If the Proporiy shall bo damaged or destroyed, in whole ar in part, by fire
or other casualty, Promisor shall give prompt notice of such damage to Holder and Promisor
shall promptly eommeacx and diligm~tly prosecute die completion of the repair and restoration of
the property as nearly as possible to the condition the Properly was in immediately priar to such
fire ar other casualty.
2.10A The insruance coverage required hereunder may be effected under a
blanket policy ar policies covering the Property and other propeortiea aml ads not constituting a
part of the security here~mder; provided drat any such blanket policy shall specify, accept in the
case of public liability instuance, the portion of the total coverage of such policy drat is allocated
to the Property, anti any sublimit in such blanket policy applicable to the Property, and shall in
any case comply in all other re~egs with the regaire of this Section.
2.10.5 Promisor waives any and all right to claim ar recover against Holder, its
officers, employees, agents and repxesentatives, by way of subrogation ar otherwise, for any loss
sustained by Promisor, ar any loss ar damage to the Property, Promisor's property ar the
property of others under Promisar's control from any cause insured against ar required to be
insured against by the provisions of this Mortgage and Security Agreement.
2.11 Condemnation. Promisor shall promptly give Holder notice of the actual ar
threatened commencemerrt of any condemnation ar aninent domain proc~iug and shall deliver
to Holder copies of any and all papers seavod in connection with such procoedin~. Holder may
participate in aay such proceedings to the extent permitted by law. Promisor shall, at its
. tiY P ~Y such P and shall consult with Holder, its attorneys
and experts, and cooperate with diem in the carrying on ar defe~e of any such procoodiags.
Notwithstanding any taking by any public or quasi-public authority through emniaent domain or
othexvvice (including, but not limited to any traosfea made in lieu of ar in anticipation of the
exercise of such taking,), Promisor shall pay the Secured Obligations in fire manner provided for
its payment in the Note and is this Mortgage and Security Agreeuneut.
2.12 Ezamfaahton of Promiaor's Records and Premicea.
l1~OR70AtiBAHDSBGVRrL7'~QR8E8(B1VT PAa860F 12
2.12.1 Promisor shell maintain complete and acauate books and records showing
in detail the income and expenses of the Property, and shall permit Holder and its representatives
to examine such books and records and all supporting vouelyers and data during normal business
hours and from time to time upon request by Holder, in such place ~ such books and records are
customarily kept. Upon the ice of an 13veat of Default, Holder shall have the right to
require that the fiaaacial statements be audited and certified by a certified public accountant
acceptable to Holder, at the sole cost and expense of Promisor.
2.1Z.Z Holder, and/or its agents, shall have the right and shall be peamitted, but
shall not be required, at all reasonable times, to eats upon and inspect the Property to innate
compliance with the covenants, agrcernents, and conditions set iiMh in this Mortgage and
Security Agreement.
3. Warranty of Title. Promisor r~reaeats and warrants to Holder that Promisor has good
title to the Property and has the right to mortgage, grant, bargain, sell, Pledge, assign, warrant,
and convey the Sarno and that Promisor possesses a fee simple absolute estate in the Reel
Property and that it owns the Property free and clear of all liens, encumbrances and charges
whatsoever except for two prior mortgages and real property taxes for years subsequent to 2008,
which are not yet due and payable {the "Permitted Exceptions'. Promisor shall forever warrant,
defend sad preserve the title and the validity and priority of the Iien of this Mortgage and
Sewrity Agreement and shall forever want and defend the same to Holder against the claims
of all persons whomsoever.
4. IPtirrther Encumbrance Prohibibal. Promisor shall not, without the prior written
consent of Holder, mortgage, grant, bargain, encumber, pledger assign, or otherwise transfer the
Property or any part ther+cef or pemrit the Property err any part thereof to be mortgaged, granted,
bargaiuaed, ancumberod, Pledged, assigned, or otherwise transferred.
S. Default. The occ~urenae of any one or more of the following events sha11 constitute an
`Event of Default':
5.1 Failure to make any paymerrt of the entire amount of the Secured Obligations in
accordance with the forms of the Note, this Mortgage and Security Ag~teanrent, and all other
Loan Documents.
S.2 If any representation or waa~anty of Promisor, or any member, general ganrtnea,
prine~ipal or b~eficial owner of any of the foregoing, made herein, or in any other Loan
Document, or in any guaranty, or in any carttifieate, rgmrt, fneacial stateam+eart or other
ins4ivmeat or document firrnished to Holder shall have been false or misleading is any material
respect whey made.
S.3 If (i) Promisor or say (~aranber shall commence any case, proceeding or other
action (A) under any e~cisting or future law of amy jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have as
order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolverrt, or
seeking reorganization, arrangement, adjustm~tt, winding up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B} seeking appointment of a
alox~ae.wn Secr~wrr~lcR~eHr Pesos 7 of 12
receiver, trustee, custodian, conservator or other similar official for it or for all or any tial
part of its assets, or the Promisor or any Guarantor shall make a geaeial assignment for the
bene5t of its creditors; or (ii) there shall be carmmenced against Promisor or any Guarantor any
case, proceeding or other action of a nature roferrod to in clause (i) abovo which (A) rnsulta in
the entry of as order for relief or any such adjudication or appointmeart or (B) remains
wndismiased, undischarged or unboa~ded for a period of sixty (60) days; or (iii} these shall be
commenced against the Promi~r or any Cnraraator any case, proceeding or other action seeking
issuance of a waaraut of attachment, execution, distraint or similar process against all or say
substantial part of its aka which results in the eartry of any order for any ~ relief which shall
not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days
from the entry ther+eoi; or (iv) the Promisor or arty Gua~cantor shall take arty action in fintherance
oi; or indicating its consent to, approval of, or acxluiesceace m. any of the acts set faorlh in clause
(i), (ii), or (iir~ above; or (v) the Promisor or any Guarantor shall generally not, or shall be unable
to, or shall admit in writing its inability to, pay its debts as they bocome due.
5A l3xcept for the specific defaults set forth in this Section, any other default under
any Loan Document by Promisor, which default i$ not cured within thirty (30) days after written
notice ti~om Holden to Promisor; provided that if arch default cannot reasonably be cured within
such thirty {30) day period and Promisor sha11 have commenced to range such default within such
thirty (34) day period and thereafter diligently and expexlitiously proceods to care the same, such
thirty (30) day period shall be eacteudod for so long as it shall require Promisor in the exereim of
due diligence to cure such default, it being agreed that no such eactenaion shall be ~ a period in
excess of ninety (90) days, unless, early in the case of cures that require construction or rnanedial
work, each cure cannot with diligence be completed within such randy (90) day period, in which
case such period shall be extended for ea additional ninety (90) days.
6. Rights and Remedies.
6.1 Remedies. Ufa the ocx-ur~ce of any Bveut of Default, Holden' may take such
action, without notice or deairand, as it deems advisable to protect and enforce its rights against
Promisor acrd in and to the Property, inclu,ding, but not limited to the following actions, each of
which may, to the extent permitted by applicable law, be pursued camcurrently or otherwise, at
such time ark is such order as Holder may dotormine, in its sole dis~tioa, without impairing or
otherwise affecting the other rights and remedies of Holder
6.1.1 Declare the entire unpaid Secueod Obligations to be immediately due and
payable.
6.i.Z Institute proceedings, judicial or otherwise, for the complete foreclosure of
this Mortgage under any applicable provisson of law in which case the Property or say intea+ast
therein may be sold for cash or upoai credit is one or more parcels or in aevea~al err
poationa sad is any ordez or manner.
6.1.3 Institute an action, suit or proceeding in equity for the specific
porformauce of any covenant, condition or agecement contained herein, in the Note or in the
other Loan Docameaits.
Moxmaoa~SscuRnxAaR88M8~!' PAOa 8oF la
6.1A Apply for the appointment of a receiver, trustee, liquidator or conseavato~r
of the Properly, without notice and without regard for the adequacy of the security for the
Secured Obligations and without regard for the solvency of Promisor or of any person, firm or
other entity liable for ffie payment of the Secured Obligations.
6.1.5 Subject to any applicable law, Holder may eater into or upon the Property,
either personally or by its mats, nominees or attorneys and dispossess Promisor and its e,geats
and servants therefrom, without liability for trespass, damages or otherwise and exchule
Promisor and its agents or servants wholly therefrom, and Promisor agrees to surrender
possession of the Property to Holder upon deanand, and thereupon Holder may (i) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the
Property; (ii) apply the recxipts from the Property to the payment of the Secured Obligations
after deducting therefrom all expenses (including Reasonable Attorneys' Fees) incurred in
connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other
Charges, insurance and other expenses in oo~naation with the Propeaty, as well u just and
roasonablo compensation for the services of Holder, its counsel, aged and employees.
6.1.6 Pursue such other remedies as Holder may have endear applicable law.
ATotwithstanding the provisions of this Seetiaa m the contrary, if any Event of Default
shall occur, the satire unpaid Secured Obligations shall be automatically due and payable,
without nay further notua3, demand or other action by Holder.
6.Z Right to Care Deiaalts. Upon the ocxaar+ence of any Event of Default, Bolder
may, but without any obligation to do so and without notice to or dexnaad on Promisor and
without releasing Promisor from any obligation hereunder, cau+e the same in such msauer and to
such axteat as Holder may deem necessary to protect the security hereof Holder is aarthoriz~ to
enter upon the Pxoperty for Bch parposes, or appear in, defend, ~ bring eery a,atica or
proceeding to protect its interest in the Ptopeaty or to foreclose this Mortgage and Security
Agroemeat or collect the Secured Obligations, and the cx,st and ao~pense thereof (inchuding
Reasonable Attorneys' Foes to the extent permitted by law) shall constitute a portion of the
Secured Obligations and shall be due and payable to Molder upon demand. All such oohs and
expenses incurred by Holder in romedying such Bv~t of Default or in appearing in, defending,
or bringing any such action or proceeding shall bear interest at the stahitory rate for the period
after Mice fiom Holder that such cost or eacpenae was incmYed to the date of payment to Holder.
All such costs and elcpensos incurred by Holder togdher with inta~est ther+oon calrnlated at the
statutory rate shall be deemed to constitute a portion of the Secured Obligations and be sxured
by this Mortgage azul Security Agreement and the other Loan Documents and shall be
immediately due and payable upon danand by Holder therefor.
6.3 Other Rights.
63.1 The failure of Holder bo insist upon strict performance of any term hereof
shall not be deemed to bo a waiver of any term of this Mortgage and Sa~rity Agreement.
Promisor shall not be relieved of Promisor's obIigafions hereunder by reason of r) the failure of
Holder m comply with any request of Promisor to take any nation to forociose this Mortgage and
Security Agreement or otherwise enforce any of the provisions hereof err of the Note or the other
MORiAG.r(iBANASSCURlfYi4(iRB6~l/BM!' PAO@90F 12
mairr~iined by the U.S. Postal Service and sent by registarod or certified mail, postage prepaid,
return receipt raquesbed, addressed as follows:
l'f to Promisor: Meridian Folios Activities League, Inc.
Attn: Commissioner
250 N. Baltic Place, Suite A
Meridian, ID 83642
If to Holder: City of Meridian
Attn: City Attorney
33 E. Idaho Avarua
Meridian, ID 83642
Either party by notice ~ the other may designate additional err diffeaeat addresses for subsequent
notices or oommtmications.
14. Governing Lsw. This Mortgage and Security Agreement is to be governed by and
construct in accordance with the laws of the state of Idaho cad, if controlling, by the laws of the
United States and shall be binding upon Promisor, its heirs, personal rf3presartatives, successors
and assigns and shall inure to the benefit of Holder, its sucxassors and assigns. AlI rights,
powag and ranedies provided in this Mortgage and Security ~greemart may be exercised only
to the extent that the exorcise thereof does not violate any applicable provisions of law and are
intended to ba limited to the extent necessary ~ that tixii+ will not render this Mortgage and
Security Agroaneat invalid, ime~orcesble or not articled to be recorded, registered or filed
wader the provisions of any Applicable Law.
l1. Te~rmiaology. The provisions hereof shall be binding upon Promisor and the heirs,
personal reprasartatives, successors and assigns of PI+Om1BOr, and sl1aI1 inure t0 the benefit of
Holder, its successors and assigns. Where more than one Promisor is named haraitr, the
obligations and liabilities of mid Promisor shaII bo joint and several. Wha+ever used in this
Mortgage and Security Agteenaelrt, unless the context clearly indicates a contrary intent or miles
otharwise specifically provided hereon, the word "Promisor" shall moan Promisor and/or any
sabsoquerrt owner or owners of the Property, the word "Holder" shall mean Holder or any
subsequent holder or holders of this Mortgage and Security Agreanart, the word "Note" shall
mean the Note secured by this Mortgage and Security Agroemacnt, and ~e word "pew" shall
mean an individual, hustee, bust, corporation, p~ or 1ur>ncorporated association. As
used herein, the phrase "Reasonable Attorneys' Feas" shall mean fees charged by attorneys
selected by Holder based upon such attorneys' then prevailing hourly rates as opposed to any
statutory presumption specified by any statute tha- in effect in the State of Idaho.
12. Inapplicable Provisions. l:f any term of this Mortgage or any application thereof shall
be invalid or unenforceable, the remainder of this Mortgage and any other appHcsrtion of the tame
shall not be affiectod thereby.
13. Modiflcatlons. This Mortgage and Seccaity Agnxmart carmat be changed, altered,
amazLded or modified except by sa agreement in writing and in rocamdable foam, executed by
both Promisor and Holder.
MOR7G.1osAlUD SBClJR17]'ilcREeAIBN!' Pros 11 OP 12
14. Captions. The captions set forth at the beginning of the various sections of this
Mortgage and Seaaity Agreement are for convenience only and shall not be u~ to iateapret or
construe the provisions of this Mortgage and Security Agraemea-t.
I5. Entire Agreement. The Note, this Mortgage and Security Agreement and the other
Loan Documents constitute the entire ceding and agreement betoveen Promisor and
Holder with respect to the transactions arising in connection with the Secured Obligations and
supeasede all prior written or oral understandings and agreements between Promisor end Holder
with respect thereto.
YN WITNESS WHEREOF, Promisor has ezeeuted this Mortgage and SecarHy
Agreement as o! the day and year first written above.
PROMLSOR
Meridian Police Activities League, Inc.
T ~mmissionec
STATE OF IDAHO )
ss:
County of ADA )
I Fi(EREBY CBRTIFY that on this ~ day of August, 20Q$, before the umdersig~nod, a
Notary Public is the Stage of Idaho, personally appeared TOM ROY, known to me to be the
person who executed the said instrument, and acknowledged to me that lu3 executed the same.
IN ~!itITNBSS VVHBREOF, I have hereunto s~ my head and affixed my official seal, the
day andw, ~1C , 8~~~ fast above ~ _
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~ ~OTA~~„ ~ s tary lic for Idaho
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U B LTG sr 'on Expires: _I(
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' .IN WIT1~$$ ~'i~EREOF, Holder has executed the Mortgage and Security
Agreement as of the ~y and year Hrat written above.
HOLDER: ``,`~~~uuunni~~,~~~~~
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City of Attu ~~•~ d
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By: T i~ea~Mayor aycee $~ _
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Exx~iT A:
DESCRIPTION OF REAL PROPERTY
.l1~IOR7YiAGEAND SBCURITYAOR6&AlB1VT E~7' A
~ ~ gnus pmt. i~ Sit P~ T~
pqg 11 l2 1
File Na: Pole No•: Date of Policy: Amt. of Insurance:
291486 28213309 March 3, 2048 at 7:30:00 110,000.00 5200.00
Alai
Old Repnbiic National Title Insurance Company
LITIGATION GUARANTEE
SCHEDULE A
1. Name of Assured:
Meridian Police Activities League, Inc.
2. Title to said estate or interest at the date her~oof is vesttd in:
Meridian Police Activities League, Inc.
3. The estate or interest in the land hereinat~er described or reiierrccl to covered by this Guarantee is:
Fee Simple
4. The land referred to in this Guararrtoe is situated in the State of Idaho, County of Ada and is described
as follows:
(l) SEE ATTACHED F.7CIiIBIT A
$Chedllle A page 1 of 2 page(s)
Old RepaWic National Title Insarance Company
LITIGATION GUARANTEE
sc~nul~ A
EXHIBIT A
(1)
A parcel of land in the Southeast quarter of Section 26, Township 2 North, Range 1 Bast, Heise
Meridian, Ada Courrty, Idaho, buin$ men p~~~Y described as follows:
The South half of the Northeast quarto of the Southeast quarter of Suction 2b, the East half of the
Southwest quarter of the Srnrtheast quarter of Suction 26, the Southeast guerre' of the Southeast quarter of
Section 26.
Beguming at a brass cap marlang the Southeast ourncr of said Section 26, said brass cap doscribud in
CP&F # 1 03 1 660 14, Ada County Official Records;
.~~ ~g ~ ~~ line ~~ Sou~l-east quarter of Section 26, North 89°18'45" West, 1957.30 fact to
the West line of the East half of the Southwuat quarter of the So~rtheast quarba' of Section 26;
Thence along said Wort line, North 00°13'40" West, 1325.39 fast to the North line of said Bast half of the
Soud~vwest quarter of the Sauduast quarter of Secdoa 26;
Thence along said North lino, South 89°31' 14" East, 653.83 fast to tha West lieu of the South half of the
Northeast quarter of the Southeast quarter;
Thence along said Wet line, North 00°04'57" West, 663,87 ~ to the north line of said South half of the
Northeast guarder of the Southeast quarter;
Thancx along said North line, South B9°37'28" Bast, 1309.08 font tp the East line of the Southeast quarter
of Section 26, said'East lice being tl~ centerline ~ S. Maple Grove Road;
Th®cu aiamg the mid East lino and said cede, South 00°02'34" East, 1998.69 feet to the TRUE
POINT OF BBOINNING.
Scloedula A page 2 of 2 page(s)
MORTGAGE NTOTE
g3Z8,000.00
Ada County, Idaho
Aagast ~ 2t1a8
FOR VALUB 12BC:EIVED, the undersigned Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho, whose address is 2S0 N.
Baltic Place, Suite A, Meridian, Idaho 83642 (hereinafter "Promisor', Promises to pay to the
order of the City of Meridian, a municigal corporation organized under the laws of the State of
Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho 83642 its successors and asagns
{the "Holder"} the sum of Three Hundred and Twenty--Eight Thousand Dollars (5328,OW.00), in
lawful money of the United States of America which shall be legal tender in payment of all debts
at the time of such payment. The sum due hereunder shall be payable at the office of Holder at
33 East Idaho Avenue, Meridian, Idaho 83642, or at such other place as Holder may fi~om time to
time designate. Said principal sha11 be paid in the manner set forth below.
1. Interest. No interest shall accrue on the unpaid balance of this Note.
2. 1Vlatnrity. The unpaid balance of flue Note, if not sooner paid, shall be dne and payable in
flffi upon sale of the Property as defined below by Promisor (the "Maturity Date'.
3. Prepayment. Promisor shall have the right to prepay all or any part of the obligation
evidenced by this Note at anytime.
4. Additlonal Conditions. This Note is secured by, and subject to the terms oi; a Mortgage
and Security Agraeanent of even date herewith encumbering certain real property located in
the County of Ada, State of Idaho and other graperly as more particularly desan'bed in the
Mortgage sad Security Agreement (hereinafter `~roperty'~. This Note, the Mortgage and
Security Agreement, and. all other documents and instruments executed as fiuthea evidence
o~ as additional security for, or executed in connection with the indebtedness evidences by
this Note are collectively referred, bo as the "Loan Documents."
3. Fall Recourse. The liability of Promisor with respect to payment hereunder shall be "'full
recourse" and, accordingly, Holder's sourcc of satisfaction of said indebtedness and
Promisor's other obligations hereunder and under the other Loan Documents shall not be
limited to the Property. Upon the Mat<nity Date, Holder may seek to proctue payment for
any deficiency out of any other assets of Promisor, or any person or entity comprising
Promisor, or to seek judgment for any sums which are or may bo payable under this Note or
under any of the other Loan Documents.
6. Idaho Law. This Note is made in the state of Idaho, which state the parties agree has a
substantial relationship to the parties and to the underlying transaction embodied hereby.
Accordingly, in all n~pecta, this Note and the Loan Documents and the obligations arising
hereunder and therounda shall be governed by, and consrived in accordance with, the laws
of the stabs of Idaho applicable to contracts made and performed in such state and any
applicable law of the United States of America. Each party unconditionally and irrevocably
Mn1P71:AC.RNMF. peas 1 nab
waives, to the fullest extent permitted by law, any claim to assert that the law of any
jurisdiction other than the state of Idaho governs this Note and the Loan Doa~ments.
7. Captions. The captions set forth at the beginning of flu various paragraphs of this Note are
for convenience anly and shall not be used to interpret or construe the provisions of this
Note.
8. Savings Claase. If any clauses or provisions herein contained c~perafie or would
prospectively operate tD invalidate this Note, then such clauses or provisions only shall be
held for naught, as though not herein contained and the remainder of this Note shall remain
operative and in fiill force and e~ct.
IN WITNESS WHEREOF, Promisor has eaee`ted this Note as of the day and year
stet above written.
PROML5OR
Meridi olice Activities League, Inc.
y: Tom y 'ssioner
STATB OF IDAHO )
ss:
County of ADA )
I HEREBY CERTIFY that on this ~'~ day of Augnat, 2008, before the undersigned, a
Notary Public in the State of Idaho, personally appeared TOM ROY,lrnown to me to be the
person who exet~ed ~e said instFUment, and aclrnowlodged to me that he executed the same.
IN ~~~ ~S WHEREOF, I have hereunto set my hand and affixed my official seal, the
~Y ~ Yf ~Re~'q~aate first above~itten. e . ,
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~ iS B ,Idaho
Expires: y 20 q
IN WITNESS WHEREOF, Holder has esecated this Note as of the day and year
first above written.
"~~~ ,'
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Attest: ,~~ C1~~
~ I
lLlnamin~r 1Virr~
r
7~ T ~ . ~.~
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ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 1
BOISE IDAHO 09/15/10 11:43 AM
DEPUTY Vicki Allen
RECORDED-REQUEST OF III IIII'll'II'I~III'I~I~II'~~II~I~'I~
Meridian City i 10~$5~4~
RELEASE OF MORTGAGE AND SECURITY AGREEMENT
KNOW ALL BY THESE PRESENTS that the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, does hereby certify and declare that a
certain Mortgage and Security Agreement, bearing the date of August 14, 2008, made and
executed by and between the City of Meridian and the Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho, and recorded in the Office
of the Reco~er, County of Ada, State of Idaho, on September 3, 2008, as Instrument No.
108099408, together with the Mortgage Note thereby secured, is hereby fully RELEASED.
~ IN WITNESS WHEREOF, the undersigned does hereby set her hand and seal, this
day of September, 2010.
CITY OF MERIDIAN:
Tammy de eerd
Mayor
Attest:
y ~ M>~
~qy
fee
$FAL City~C]
,q ~~ `~.
'~~'~~i,,~eDUNTy \~~~.
„~r~
RELEASE OF MORTGAGE AND SECURITY AGREEMENT PAGE 1 OF 1