Community Garden License Agreement - Installation and OperationLICENSE AGREEMENT
FOR INSTALLATION AND OPERATION OF COMMUNITY GARDEN
This LICENSE AGREEMENT FOR INSTALLATIQN AND OPERATION OF
COMMUNITY GARDEN is made and entered into this � ay of May, 2012 ("Effective
Date"), by and between the City of Meridian, a municipal corporation organized under the laws
of the State of Idaho ("City"), and Meridian Cooperative Community Garden Club, an
informally organized organization whose address is 2183 E. Clarene, Meridian, Idaho
("Licensee").
WHEREAS, the Julius M. Kleiner Memorial Park Trust is developing a park on the
northeast corner of Fairview and Eagle Roads, in Meridian, Idaho, identified as Ada County
Parcel no. 51104336005, which park is to be named Julius M. Kleiner Memorial Park
(hereinafter "Park") and to be donated by the Trust to the City of Meridian;
WHEREAS, the respective governing bodies of City and Licensee are mutually
interested in enhancing the Meridian community's quality of life by providing and supporting
community gardening activities and benefits, including educational programming and cultivation
of produce for local food banks;
WHEREAS, City wishes to program approximately one half -acre of ground on the
eastern edge of Park as a community garden (hereinafter "Community Garden");
WHEREAS, at its March 14, 2012 meeting, the Meridian Parks and Recreation
Commission recommended that City enter into an agreement with Licensee for management and
oversight services related to the Community Garden; and
WHEREAS, City wishes to establish, and to memorialize herein, the respective rights
and responsibilities of City and Licensee with regard to the Community Garden;
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, and in consideration of the recitals above, which are incorporated
herein, City and Licensee agree as follows:
I. License granted. Upon City's acceptance of ownership of Park, City shall, for value
received from Licensee for services related to management and oversight of the Community
Garden, the receipt of which is hereby acknowledged, and other good and valuable
consideration, grant to Licensee a non-exclusive license to utilize, maintain, and oversee
Community Garden for the purposes, in the manner, subject to the limitations, and pursuant
to the terms and conditions set forth in this Agreement.
II. Use of Community Garden. Licensee's use and occupancy of the Community Garden shall
be limited to gardening or small-scale crop farming operations by Licensee and/or its
members, for the purposes, under the terms of membership, and in accordance with the
provisions of the "Meridian Cooperative Garden Club Bylaws," attached hereto as Exhibit A.
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 1 OF 9
Licensee's use and occupancy shall not include the presence of livestock or animals; nor
shall it include Licensee's participation in government or other agricultural programs or
grants; nor shall it include, except as expressly specified herein, any rights to minerals, water,
oil, or other extractable product. Licensee shall not use or permit the use of the Community
Garden for any purpose other than gardening or small-scale crop farming without the express
written consent of City.
III.Term of license. The term of this license shall be from the Effective Date through 11:59
p.m. on December 31, 2013, unless earlier terminated by either party by the method
established herein. This license shall automatically be renewed from year to year thereafter
unless written notice of termination is given by either party to the other at least thirty (30)
days before the expiration of the initial license term or any renewed term thereof.
IV. Rights and responsibilities of Licensee. With regard to Licensee's use and occupancy of
the Community Garden under this Agreement, Licensee shall be responsible for, and entitled
to, each and all of the following rights and responsibilities.
A. Produce. Licensee shall donate a substantial portion of all produce grown at Community
Garden to the Meridian Food Bank.
B. Equipment; shed. Licensee may transport to, and store at Park, tools and equipment,
including a shed as approved by the Director of the Meridian Parks and Recreation
Department ("Director") or his designee. City shall allow the placement of such shed in
Park, at a site selected by City in its sole discretion. Licensee shall secure the shed so as
to prevent criminal or destructive conduct in or to same. Licensee shall be solely
responsible for any theft, vandalism, unlawful entry, arson, or other damages incurred to
the shed due to a breach of security. Licensee shall maintain the shed in a safe and
sanitary manner and shall repair immediately any unsafe, insanitary, or unsightly
conditions caused by the shed or items or materials stored therein. Licensee shall provide
a key to City for purposes of accessing the shed. In and for the purpose of maintaining
the Community Garden, both City and Licensee may access the shed and utilize the
donated and other tools and equipment stored therein.
C. Equipment. Except as otherwise established in this Agreement, any property and/or
equipment purchased or used by Licensee in Licensee's use and occupancy of the
Community Garden under this Agreement, shall remain the property of the Licensee.
D. Storage. Licensee may store property and/or equipment in the shed at the Community
Garden for the term of this Agreement, so long as such storage complies with all
applicable laws, regulations, and policies. Licensee shall move or remove any such
property and/or equipment within twenty-four (24) hours of City's request to do so.
Licensee shall be solely responsible for any personal property and equipment stored or
used by Licensee upon the Community Garden. Licensee shall not store any hazardous
or toxic substances as defined by applicable Federal or State laws and regulations upon
Community Garden without prior written notice to City. Said notice shall identify the
substance to be used and the manner in which the substance is to be stored. City may
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 2 OF 9
refuse to consent to such storage of toxic substances. Licensee's failure to comply with
such a decision shall constitute a default by Licensee. Licensee shall indemnify and hold
City harmless from any claim, liability, loss, cost or expense, including but without
limitation, attorney's fees, resulting from hazardous or toxic substances stored in Park by
Licensee. City shall have the right to conduct inspections to determine if Licensee is
properly storing chemicals or other hazardous substances.
E. Irrigation. Licensee shall be responsible for irrigating the Community Garden. City
may require an increase or decrease of water usage or application in Community Garden
as may be necessary or reasonable under the circumstances.
F. Weed and pest control. During the growing season (approximately mid-April through
mid-October), Licensee shall be responsible for weed and pest control within the planting
area of Community Garden. City shall be responsible for weed and pest control
throughout the remainder of Park and during the non -growing season (approximately
mid-October through mid-April). Licensee shall not utilize pesticides or herbicides, or
allow such use, in Community Garden without notice to, and prior express written
consent from, City. Said notice shall identify the substance to be used, the area in which
the substance is to be used, the manner in which the substance is to be stored and applied,
and plans to dispose of any excess. City may refuse to consent to such use of toxic
substances. Licensee's failure to comply with such a decision shall constitute a default by
Licensee. All hazardous or toxic materials shall be used strictly in accordance with all
applicable laws, rules and ordinances. Licensee shall not allow any hazardous or toxic
substance into the air, ground or water except insofar as allowed by said laws and
regulations. Licensee shall also not cause or knowingly suffer any prohibited conduct as
such term is defined by applicable Federal or State law upon the Community Garden.
Licensee shall indemnify and hold City harmless from any claim, liability, loss, cost or
expense, including but without limitation, attorney's fees, resulting from hazardous or
toxic substances placed or used on Community Garden by Licensee. City shall have the
right to conduct inspections to determine if Licensee is properly using and disposing of
chemicals and other hazardous substances.
G. Good husbandry. Licensee will utilize Community Garden in a manner that will best
conserve the integrity and long-term beneficial use of Park and Community Garden.
H. Permits. No provision of this Agreement shall relieve Licensee of its obligation to
obtain a City of Meridian Temporary Use Permit and/or any other applicable permits
required by City or any other governmental agency, where such requirement applies.
Except as otherwise allowed by City Code or other law, fees for such permits shall not be
waived.
I. Use of City's name and logo. City hereby allows Licensee to indicate on any
promotional or fundraising materials that the City endorses Licensee's fundraising
activities undertaken in furtherance of its mission. City hereby conveys to Licensee
permission to use City's name for purposes of advertising, marketing, and public
information, without violation of City's rights of privacy or any other rights City may
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 3 OF 9
possess under this Agreement, provided that Licensee shall not use City's logo for any
purpose without the express, written permission of the Mayor's Executive Assistant.
Alterations; waste; signs. With the exception of activities directly related to gardening,
Licensee shall not make, or permit to be made, alterations on or to the Community
Garden or to Park, or any portion or component thereof, whether temporary or
permanent, without first obtaining City's written consent. Any and all additions to, or
alterations of, Community Garden shall become at once a part of the real property and
shall belong to City. Licensee shall not commit, permit nor suffer any damage to or
waste upon or in Community Garden, the premises of Park, or any of the improvements
or appurtenances situated or placed thereon by or on behalf of City or City's agents or
invitees. Except as expressly allowed by City in writing, Community Garden shall not
feature, and Licensee shall not install or erect thereon signs, posts, poles, fencing, or
other improvements or structures.
K. Reasonable use. Licensee shall employ best efforts to ensure that its use of Community
Garden land, facilities, amenities, and infrastructure is appropriate and reasonable.
Where Licensee's use of same causes damage, Licensee shall reimburse City for the cost
or proportionate cost of necessary repairs and/or replacement. Licensee shall exercise
best efforts to see that any and all of Licensee's uses of Community Garden are in
compliance with all laws and with City's policies regarding use of City parks and/or
facilities, including, but not limited to, such reasonable policies as may be adopted or
enacted by Director.
L. Primary Source of Contact for Licensee. Licensee shall provide City the name, e-mail
address, and telephone number of the designated representative of Licensee (hereinafter
"Licensee Contact") who shall serve as the primary contact between City and Licensee
for all matters regarding the day-to-day scheduling, use, and maintenance of Community
Garden.
M. Amendment of Bylaws. Licensee shall notify City within seven (7) days of amendment
of Licensee's bylaws. Upon material amendment of such bylaws, this Agreement shall
be voidable, at City's option.
N. Liens. Licensee shall keep Park and Community Garden free from any liens arising out
of any work performed for, materials furnished to, or obligations incurred by Licensee.
Licensee shall not permit nor suffer any lien, judgment or encumbrance to be entered
against or filed upon Community Garden or any improvements or fixtures thereon.
Licensee hereby covenants to satisfy any such lien, judgment or encumbrance at
Licensee's sole and separate expense, and in all respects fully to indemnify City against
all damages, legal costs and charges, including attorney's fees reasonably incurred, in any
suit involving any liens, claims, judgments or encumbrances cause or suffered by
Licensee with respect to the premises or any part thereof.
O. Surrender of possession. Licensee agrees that upon termination or expiration of this
Agreement for any reason, Licensee shall surrender Community Garden to City in the
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 4 OF 9
same condition as on the Effective Date, reasonable wear and tear, act of God, act of
nature, or damage by weather excepted. Licensee agrees to surrender possession and
occupancy of the Community Garden and Park premises peaceably at the termination of
this Agreement and any renewal or extension thereof.
P. Indemnification. Licensee specifically indemnifies City and holds City harmless from
any loss, liability, claim, judgment, or action for damages or injury to Licensee, to
Licensee's personal property or equipment, and to Licensee's employees, agents, or
volunteers arising out of or resulting from the condition of Community Garden or any
lack of maintenance or repair thereon, and not caused by or arising out of the tortious
conduct of City or its employees. Licensee further agrees to indemnify and hold City
harmless from any loss, liability, claim or action from damages or injuries to persons or
property in any way arising out of or resulting from the use of Community Garden by
Licensee or by Licensee's employees, agents, volunteers, and invitees and not caused by
or arising out of the tortious conduct of City or its employees.
Q. Worker's compensation insurance. In the event Licensee hires any person to work on
or at the Community Garden, any and all workers shall be covered by worker's
compensation insurance, if applicable. In such event, Licensee shall provide to City a
certificate of insurance.
R. Risk; insurance. Licensee may, at Licensee's option, maintain property or crop
insurance on Community Garden. City may, but shall not be obligated to, maintain
property insurance on Community Garden. Licensee shall bear the risk of any theft,
vandalism, unlawful entry, or other damages incurred to or in Community Garden.
Licensee shall maintain Community Garden in a safe and sanitary condition and shall
repair immediately any unsafe or insanitary conditions caused by the Community Garden,
shed, or items, matter, or materials stored or located therein.
S. Taxes. Licensee shall be solely responsible for the payment of taxes owed for any
income realized as the result of activities undertaken pursuant or related to the
Community Garden or to this Agreement.
T. Admission. With City's prior written consent, Licensee shall have right to assess and
collect reasonable fees from persons participating in activities conducted at Community
Garden by Licensee. Licensee shall not charge any fee for public admission to
Community Garden without the prior written consent of City.
V. Rights and responsibilities of City. With regard to Licensee's use of the Community
Garden under this Agreement, City shall be responsible for the following.
A. Fence. City shall install a partial perimeter fence around Community Garden. Such
fence shall not exclude access to Community Garden by Licensee or any member of the
public.
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 5 OF 9
B. Irrigation infrastructure. City shall install irrigation infrastructure in Community
Garden for Licensee's use in watering the vegetation therein.
C. Utilities. City shall pay for any power, water, or other utilities utilized or provided at
Community Garden.
D. Assessments; property taxes. City shall pay the regular assessments and property taxes,
if any, due and owing on Community Garden and/or Park.
E. Landscape maintenance. City shall be responsible for tree, turf, and landscape
maintenance; mowing; custodial services; and hardscape cleaning and maintenance at
Community Garden. Licensee shall not mow, spray, prune, or otherwise alter or maintain
any natural or hardscape portion of Park.
F. Scheduling. City shall be responsible for scheduling any and all uses of Community
Garden and Park, including any and all uses thereof by Licensee. The parties hereto
expressly acknowledge that Park is a public space, the management and scheduling 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 and under any and all conditions, so
long as such use does not conflict or interfere with scheduled use by Licensee.
G. No right to exclude conveyed. Any exclusive use granted to Licensee by this
Agreement shall include neither the right to exclude any law-abiding person from
Community Garden, where such person is not interfering with Licensee's reserved use
thereof, nor the right to interfere with any person's concurrent, lawful use of Community
Garden or Park where such concurrent use does not conflict or interfere with Licensee's
use. Except as otherwise set forth herein, Licensee shall be on an equal footing with the
general public regarding its use of Community Garden and of Park, which shall include,
but shall not be limited to, reservation requirements for Park facilities and payment of
reservation and other applicable fees. Licensee shall exercise any exclusive use granted
by this Agreement only in accordance with the terms of this Agreement and in
accordance with any and all applicable laws and City policies. The parties hereto
expressly acknowledge that Park is a public space, the management and scheduling 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 and under any and all conditions
H. Alterations. Upon thirty (30) days notice to Licensee in the manner established herein,
City shall have the right to make alterations to Community Garden and/or to construct or
locate landscaping, fixtures, structures, and/or any other improvements in or upon
Community Garden or Park, except that City may undertake such alterations,
construction, or improvements on an emergency or immediate basis without notice to
Licensee where such action is necessary to protect the health, safety, and/or welfare of
the public, or where such alterations, construction, or improvements will not
unreasonably affect Licensee's use of Community Garden as set forth in this Agreement.
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 6 OF 9
I. Right of entry. City and City's contractors, employees, agents, and invitees, shall be
authorized to, at all times, to enter the Community Garden and all storage areas for the
purposes of inspection for compliance with the terms of this Agreement and for the
exercise of City's rights hereunder, the posting of notices, and for all other lawful
purposes. The parties shall supply each other with keys and any other instruments
necessary to allow mutual entry onto the Community Garden and all storage areas.
VI. General provisions.
A. Acceptance as is. Licensee acknowledges that Licensee has inspected the Community
Garden and does hereby accept the Community Garden as being in good and satisfactory
order, condition, and repair. It is understood and agreed that City makes no warranty or
promise as to the condition, safety, usefulness or habitability of the Community Garden,
and Licensee accept the Community Garden "as is."
B. No agency. It is understood and agreed Licensee shall not be considered an agent of City
in any manner or for any purpose whatsoever in Licensee's use and occupancy of
Community Garden and/or any activity undertaken with regard to Community Garden, to
Park, or to this Agreement. Neither Licensee nor any officer, employee or agent thereof
shall be deemed an employee of City. Licensee shall have no authority or responsibility
to exercise any rights or power vested in City. The selection and designation of the
personnel of City in the performance of this agreement shall be made by City.
C. Breach; cure; termination. If Licensee is in breach or default of any of the terms,
covenants or conditions of this Agreement and Licensee fails or refuses to cure such
breach or default within three (3) days of written notice thereof, this Agreement, and all
rights of Licensee in and to Community Garden, at City's option, may be deemed
terminated and forfeited without further notice or demand. In the event of any default or
breach of this Agreement and Licensee's failure or refusal to cure as hereinbefore
provided, City may enter into and upon the Community Garden, take possession thereof
and expel Licensee therefrom, with or without process of law, and without being guilty of
trespass, and without prejudice to any and all other rights and remedies City may have.
In the event of termination of this Agreement, Licensee shall forfeit any right to harvest
produce planted and any right to the proceeds thereof. Licensee shall be liable for any
damages and any costs, including legal expenses and attorneys' fees, incurred by City in
recovering the Community Garden hereunder. In the event of termination, City shall
provide Licensee with thirty (30) days to, at the time and manner as may reasonably be
required by City, remove its tools, equipment, and shed from Park. If any tools,
equipment, or the shed remain in Park following this period, such items shall be deemed
abandoned and shall be owned by City.
D. No waiver. City's waiver on one or more occasion of any breach or default of any term,
covenant or condition of this Agreement shall not be construed as a waiver of any
subsequent breach or default of the same or a different term, covenant or condition, nor
shall such waiver operate to prejudice, waive, or affect any right or remedy City may
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 7 OF 9
have under this Agreement with respect to such subsequent default or breach by
Licensee.
E. No obligation. By the granting of this lease, City does not in any way bar, obligate,
limit, or convey any warranty with regard to any action relating to development or
operation of Community Garden or Park.
F. Possession. If City, for any reason whatsoever, cannot deliver possession of the said
Community Garden to Licensee at the commencement of the said term, as hereinbefore
specified, this lease shall be voidable, and City shall not be liable to Licensee for any loss
or damage resulting therefrom.
G. Attorney fees. Licensee shall be liable to City for all damages and costs, including legal
expenses and attorneys' fees, suffered or incurred by City in the enforcement of any of
the terms, covenants or conditions of this Agreement.
H. No assignment. Licensee shall not assign, sublet, subcontract, or transfer its rights or
responsibilities hereunder without the express written consent of City. Should Licensee
cease to exist as an organization, this Agreement and all rights granted to Licensee
hereunder shall be void.
I. Annual review. Between November 1 and December 31 of each year, Licensee and City
shall together review the year to address any problems which may have arisen and to
discuss possible changes to improve matters regarding the parties' joint use of
Community Garden.
J. 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 written
notice of its complaint to the other party. The party receiving the complaint shall, within
fifteen (15) calendar days, correct the situation and confirm the correction in writing, or
reject the complaint.
K. Notices. All notices to be provided under this Agreement shall be in writing and
addressed as follows:
Licensee: Meridian Cooperative Garden Club
Attn: Katie Gonzalez
2183 E. Clarene
Meridian, Idaho 83646
City: City of Meridian
Director, Parks and Recreation Department
33 East Broadway
Meridian, Idaho 83642
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 8 OF 9
Notices shall be in writing and either personally delivered or sent by U.S. mail, postage
prepaid, return receipt requested to the party to be notified at the address specified above.
Notice shall be deemed to have been given upon deposit in the U.S. mail, or upon
personal delivery to the party above specified.
J. Choice of law. This Agreement was negotiated in Idaho, is entered into and is intended
to be performed in the State of Idaho. The Parties agree that the laws of Idaho shall
govern the interpretation of this Agreement.
K. City Council approval required. This lease shall not be effective for any purpose
whatsoever until it is approved by the resolution of the City Council and executed by the
Mayor.
L. Entire agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements, leases, or understandings, oral or written,
whether previous to the execution hereof or contemporaneous herewith.
M. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part
of hereof as if the exhibits were set forth in their entirety herein.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by
their duly authorized officers to be effective as of the day and year first above written.
LICENSEE:
A
Katie Gonza z
President, Meri Coop tive Garden Club
OPTED AUGfi6j
CITY OF MERIDIAN: God
City of
�— E IDIAr
BY:IDAH
1 a
Tammy e eerd, Mayor SEAL
yr�A 0�1i° Tit 0&0
City Clerk
LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB
FOR COMMUNITY GARDEN PAGE 9 OF 9