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HomeMy WebLinkAboutMeridian Development Corp for Storage SpaceJoint Use of Storage Space and Hold Harmless Agreement Between Meridian Development Corporation and City of Meridian This JOINT USE OF STORAGE SPACE AND HOLD HARMLESS AGREEMENT ("Agreement") is made this ~ day of AIrn1Pm~~ 2010 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and the Meridian Development Corporation, an urban renewal agency created and established pursuant to the Idaho Code and the City of Meridian ordinances and resolutions ("MDC"). City and MDC may hereinafter be collectively referred to as "Parties." WHEREAS, City and MDC are separate entities; and WHEREAS, MDC has a need to store building materials for future construction projects; WHEREAS, MDC does not have adequate space to secure the building materials from weather conditions, theft, or damage; and WHEREAS, City does have available space that can be used for such purpose without interference with the City's operations; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: MDC USE OF CITY STORAGE SPACE A. Request for joint use of storage space. MDC may request the use of City property for the storage of building materials via written request to the City Business Operations Manager for Public Works. B. Time, place, and manner of MDC storage. City shall have the sole discretion to grant or deny MDC's request, to designate where the building materials may be stored, and to determine the length of time the materials may be stored at such location. City may also, in its sole discretion, move or relocate MDC's stored materials; require that MDC remove its materials from City's property, and/or restore City's property to the condition it was in when. storage of MDC's materials began. City shall provide MDC with reasonable time to complete such removal and restoration when required by City. MDC shall also be provided reasonable access to the stored materials and may move and remove the stored materials as needed by MDC. Should MDC fail to complete such removal and restoration within a reasonable time as demanded by City, City may complete removal and restoration and shall bill to MDC the expenses thereof. C. Joint use. MDC's use of available storage space on City's property shall not be exclusive and shall not displace City use of such space, but shall be shared by and with City on an as-available basis, in City's sole discretion. D. Security. MDC acknowledges that the City property upon which MDC stores its property is provided for MDC's joint use on an as-found basis. City shall not provide security for MDC's stored property over and above that which is provided for any such storage space in the typical course of City's business. COMPENSATION A. City shall allow MDC to use City property to store MDC's materials as established herein at no charge. B. MDC will be responsible for any and all costs of moving MDC materials on and off the City's property. Further, upon removal of its materials from City's property, MDC shall be responsible for restoring the City's property to the condition it was at the time the storage of MDC's materials began, and/or any costs associated therewith. INDEMNIFICATIONS WAIVERS AND INSURANCE A. Indemnification. MDC shall, and hereby does, indemnify, save, -and hold harmless City and all City's employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by MDC, its servants, agents, employees, guests, elected or appointed officials, and business invitees which arise from the rights and obligations within this Agreement. B. Waiver. MDC shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to MDC's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of the tortuous conduct of City or its officers, agents or employees. C. Insurance is MDC's responsibility. City shall not provide insurance to cover loss, theft, or damage of MDC's materials stored on City property or to cover any activity undertaken by MDC in the furtherance of MDC's rights or obligations described herein. Insurance for MDC`s stored materials shall be the sole responsibility of MDC, and the City may require the MDC provide proof of insurance coverage, if any, to the City. D. MDC shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the materials transported to, removed, and/or stored on City's property except for any loss or damage to the stored materials caused by or arising out of the negligence of City, its agents or employees. TERI4IINATION A. City or MDC may immediately terminate this Agreement for any reason at any time without prior notice. B. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. C. Disposition of stored materials. Upon termination or conclusion of this Agreement, City may make written demand to MDC that MDC remove any or all materials stored on City's property and restore City's property to the condition it was in when storage of MDC's materials began. City shall provide MDC with reasonable time to complete such removal and restoration. MDC shall be responsible for all associated costs. Should MDC fail to complete such removal and restoration in the time and manner as demanded by City, City may complete removal and restoration and shall bill to MDC the expenses thereof. GENERAL PROVISIONS A. Term of Agreement. This Agreement shall become effective as of the Effective Date, and shall expire 5 years from the Effective Date unless earlier terminated or extended in the manner as set forth in this Agreement. If the Parties fail to mutually extend this Agreement, and neither has terminated the Agreement, the term of this Agreement, or such other terms as the parties have agreed upon in writing, shall be renewed automatically for one-yeaz periods thereafter unless tenminated by either party in the manner provided in this Agreement. B. Relationship of Parties. It is the express intention of Parties that MDC and City are independent, separate entities which have a business relationship as community partners. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of partners or joint ventures between MDC and City or between MDC and any official, agent, or employee of City. C. Compliance with law. Throughout the course of this Agreement, MDC and City shall comply with any and all applicable federal, state, and local laws. D. Non-discrimination. In fulfilling or exercising any right or obligation under this Agreement, MDC and City shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. E. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlazged, modified or altered except upon written agreement signed by both parties hereto. F. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. G. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. H. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: MDC: City: Ashley Ford City Clerk MDC City of Meridian 33 E. Broadway 33 E. Broadway Ave. Meridian, Idaho 83642 Meridian, ID 83642 Wfth a copy to: John McCormick City of Meridian 33 E. Broadway Meridian, ID 83642 Any party may change its respective address for the purpose of this paragraph by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ~1 day of 8eteber, 2010. NoveMbe.~ MERIDIAN DEVELOPMENT CORPORATION: Ga..o. ~ cs 5c~e..~.~.-. v ~wc-Chairman -Meridian Development Corporation CITY OF MERIDIAN: ~~ BY: Tammy de rd, Mayor \\\\`11lt a tllllf/lt~~~/ Attest: a cee I~lman, City Clerk J- r ~' ' I ~ ~ FO AL = 9~, tip,°~' '-, 9~ Usr ~g'(• .rte , ~''~~, C~U(V7Y ~ \~~~~ ~~~~IPlP1~ltI1Vl\~\`\\