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License Agreement for Community Garden in Kleiner ParkLICENSE AGREEMENT FOR COMMUNITY GARDEN IN KLEINER PARK This LICENSE AGREEMENT R COMMUNITY GARDEN IN KLEINER PARK is C (Vqr made and entered into this � day of ��014 ("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 Gardeners, an informally organized organization ("Licensee"). 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, and to that end, City wishes to program approximately one half - acre of ground on the eastern edge of Julius M. Kleiner Memorial Park ("Park") as a community garden (hereinafter "Community Garden"); and 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; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, City and Licensee agree as follows: I. License granted. City shall, in exchange for Licensee's services related to management and oversight of the Community Garden, grant to Licensee a non-exclusive license to maintain Community Garden for the purposes and in the manner set forth in this Agreement. II. Use of Community Garden. Licensee's use and occupancy of the Community Garden shall be limited to gardening by Licensee and/or its members in accordance with the provisions of the "Meridian Cooperative Gardeners Bylaws," attached hereto as Exhibit A, and "Meridian Cooperative Gardeners Membership Application," attached hereto as Exhibit B. Licensee shall not use or permit the use of the Community Garden for any purpose other than gardening 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, 2014, 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 in the manner set forth herein. 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. LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB FOR COMMUNITY GARDEN PAGE 1 OF 7 B. Equipment; shed. Licensee may store at Park, tools and equipment, including a shed as approved by the Director of the Meridian Parks and Recreation Department ("Director"). Upon notice from City, Licensee shall move or remove any such property and/or equipment within a reasonable time as mutually agreed by the parties; property and/or equipment not removed within twenty-four (24) hours following such mutually agreed time shall be deemed abandoned by Licensee and shall be owned by City. Licensee shall secure the shed so as to prevent criminal conduct in or to same. Licensee shall be solely responsible for any theft, vandalism, unlawful entry, arson, or other damages incurred to the shed. Licensee shall maintain the shed in a safe and sanitary manner. Licensee shall not store any hazardous or toxic substances in or at the shed or Community Garden without prior written consent from, City. C. 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. D. 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 prior written consent from City. E. AIterations; 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 prior written consent from City. 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 install or erect thereon signs, posts, poles, fencing, or other improvements or structures without prior written consent from City. F. Reasonable use. Licensee shall employ best efforts to ensure that its use of Community Garden land, facilities, amenities, and infrastructure is appropriate, reasonable, and lawful. Where Licensee's use of same causes damage, Licensee shall reimburse City for the cost or proportionate cost of necessary repairs and/or replacement. G. Surrender of possession. 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. H. Hold harmless. Licensee holds City harmless from any loss, liability, claim, judgment, or action for damages or injury to Licensee, to Licensee's personal property, equipment, members, agents, or volunteers arising out of or resulting from the condition of Community Garden or any lack of maintenance or repair thereon not caused by or arising out of the tortious conduct of City or its employees. LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB FOR COMMUNITY GARDEN PAGE 2 OF 7 I. 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. Licensee may, at Licensee's option, maintain property or crop insurance, as applicable, property owned or crops planted by Licensee. Admission. Licensee shall have right to assess and collect reasonable contributions to Licensee's expenses 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. Utilities. City shall pay for any power, water, or other utilities utilized or provided at Community Garden. B. Assessments; property taxes. City shall pay the regular assessments and property taxes, if any, due and owing on Community Garden and/or Park. C. 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. D. Scheduling. 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. E. No right to exclude conveyed. Licensee shall not have 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. F. 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 3 OF 7 G. 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 accepts 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, or if City determines that termination is in the best interest of the City, 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 termination of this Agreement, Licensee shall forfeit any right to harvest produce planted and any right to the proceeds thereof, except that where termination occurs due to City's determination that termination is in the best interest of the City, Licensee may request that City permit termination after Licensee's harvest, which permission shall not be unreasonably withheld. In the event of termination, City shall provide Licensee with fourteen (14) 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 have under this Agreement with respect to such subsequent default or breach by Licensee. LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN CLUB FOR COMMUNITY GARDEN PAGE 4 OF 7 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. 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. G. 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. H. Notices. All notices to be provided under this Agreement shall be in writing and addressed as follows: Licensee: City: Meridian Cooperative Garden Club City of Meridian Attn: Julianne Bokenkamp Director, Parks and Recreation Department 2678 W. Wolf Rapids Drive 33 East Broadway Meridian, Idaho 83646 Meridian, Idaho 83642 Notices shall be in writing and sent by U.S. mail to the address specified above. Notice shall be deemed to have been given upon deposit in the U.S. mail. J. City Council approval required. This lease shall not be effective until it is approved by resolution of the City Council and executed by the Mayor. K. 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. 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: ianne Bokenka resident, Meridi n Cooperative Garden Club CITY OF MERIDIAN: Attest: BY: Tammy deerd, Mayor ; ,Y lman, City C �- 3 LICENSE AGREEMENT WITH MERIDIAN COOPERATIVE GARDEN C,B FOR COMMUNITY GARDEN - PAGE 5 OF 7 EXHIBIT A Meridian Cooperative Gardeners Bylaws Meridian Cooperative Gardeners Bylaws This club shall be known as the Meridian Cooperative Gardeners, a nonprofit, educational, and recreational organization. It shall be referred to in these bylaws as the Co -Op". The motto is "Planting a healthier tomorrow for our families and our community." Article II Purpose The purposes of the Co -Op are: 1. To promote gardening as a healthy lifestyle activity and assist gardeners in gaining knowledge, skills, and enjoyment from gardening. 2. To grow and provide local produce for co-op members and the Meridian Food Bank. 3. To raise awareness and support of sustainable agriculture methods. 4. To present educational programs related to gardening to all age groups and to create a garden that fosters educational opportunities. 5. To strengthen the sense of community. Article III Membership Any person who subscribes to the above purposes and policies of the Co -Op may become a participant, subject to accepting the provisions of these bylaws. Participation shall be available without regard to age, race, color, creed, sex, disability, or national origin. Active participants shall be those who show interest in the objectives of the Co -Op and pay the annual participant cost for seeds and plants. They are entitled to participate in all club activities, vote on all business matters, hold offices, and receive all publications and emails. Article IV Meetings 1. General meetings shall be held regularly at a time and place to be designated each month, March through October, unless otherwise agreed upon by a majority vote of participants present, or cancelled by the president as needed. 2. The March meeting shall be designated as the Annual Business Meeting, unless otherwise set by a majority vote of members present. 3. Special meetings and events may be called at any time, provided prior notice is given to all participants. 4. During the winter, organizational meetings of the officers shall be held to plan for the year ahead. January: Set the Calendar February: Budget March: Elections 5. Participant -initiated agenda items shall be given to the President prior to meetings. 6. Meetings shall be conducted using Revised Roberts Rules of Order. Article V Officers 1. The officers of the Co -Op shall be President, President -Elect, Secretary, and Treasurer. 2. Officers of the club shall be participants in good standing at the time of nomination and election, or at the time of an interim appointment to fill a vacancy. 3. The March meeting will be used to nominate and vote for candidates for the subsequent term. This new board shall be published on the website and our private FB site. 4. In the event of a vacancy in the office of President, the President -Elect shall assume this office. Other vacancies shall be filled by Presidential appointment until the next election. 5. Terms of office shall be one year and limited to two consecutive terms in the same office. Article VI Duties of Officers 1. The President shall appoint special committees, prepare meeting agendas, in consultation with the officers and committee chairs, prepare an annual budget; coordinate the work of the other officers and committees; preside over all meetings; interface with the City of Meridian, and perform other duties as described in these bylaws. 2. The President -Elect shall act as aide to the president, carry out such tasks the President may request, assume the office in the President's absence, and assume the Presidency at the end of the President's term. 3. The Secretary shall record the minutes of all meetings and deal with the correspondence and communications as requested by the President. 4. The Treasurer shall have custody of the Co -Op funds, collect participant fees, make disbursements, keep a full and accurate account of receipts and expenditures, and make monthly reports to the membership. Article VII Finances 1. Participant fees are payable by the first meeting in March of each participation year. The annual fees shall be reviewed at the annual business meeting. First-time participants joining the club after September shall be considered paid-up for the following year. Recommendations for fee increases shall be made at the time of the budget presentation and voted on by the participants present at the annual business meeting. A majority vote of the participants shall carry any motion to raise the fees, effective with the new participation year. 2. The President shall, in consultation with the officers, prepare an annual budget for the subsequent participation year. This budget shall be presented at the annual business meeting, including a review of the participation fees, and adopted by a majority vote of the participants present. 3. Any funds held in the Co -Ops treasury in excess of 120% of the newly adopted budget after all outstanding bills have been satisfied, shall be directed to public services, community endeavors, and programs, such as arboretums, food banks, museums, or libraries. Dispersal shall be at the recommendation and vote of the participants present. 4. The President and Treasurer shall be designated as official signatories at a chosen bank. One signature shall be required for a check to be drawn against the Co-Op's account. 5. No assets of the Co -Op shall be distributed to its officers or other members, except as reimbursement for expenditures made on behalf of the Co -Op or remuneration for specific services performed. All receipts for expenditures shall be relinquished to the treasurer at the time of reimbursement. 6. The Treasurer shall file any annual financial forms as required by law. Article Vlll Committees 1. Audit: Financial records shall be audited annually and the findings presented at the annual business meeting. 2. Garden/Food: This committee shall assess the garden needs, make planting, water and maintenance decisions, and enlist participation. 3. Volunteer/Education: This committee shall plan and arrange for volunteers to help at the garden; publicize programs and speakers; and provide educational opportunities at the garden or in the community. 4. Build Community and Outreach: This committee shall provide opportunities for "community" with participants either around garden activities or elsewhere in the community, including the end of the season Harvest Party. 5. Publicity/Historian: This committee will keep the public FB page and website current with information and pictures about the garden, and any other pertinent information that might help the community learn more about the Co -Op. The historian shall keep a record of events of club happenings through photographs, newspaper clippings, etc. Committees will operate as needed, depending on participation. Committee chairpersons shall be appointed by the President. Each shall recruit their committee participants from those persons participating in the Co -Op. Each chairperson is responsible to the President and shall make such reports to the Co -Op as the President directs. Article IX Special Provisions 1. All monies, assets, gifts, donations of books, papers, pictures, plant and tree material, patents, copyrights, and registered material or works, objects of art, historical memorabilia and any other matter given, pledged or contributed to the Co -Op, shall become the property of the Co -Op. Records of such transactions in gifts and donations shall be recorded and the necessary recognition given. These records shall be kept perpetually. 2. Upon dissolution of the Co -Op for any reason, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation or corporation, as voted by the participants. Article X Implementation, Adoption, and Amendments 1. These bylaws shall be reviewed annually by the officers at their winter meeting. 2. Recommended revisions shall be made by the Co -Op at the March meeting and enacted by a majority vote at the March meeting. 3. Upon adoption, these bylaws shall be made available on the website. Hard copies can be provided by special request following the adoption of revisions. EXHIBIT Meridian Cooperative Gardeners Membership Application Please fill out the application below to apply to participate in the 2014 Community Garden at Kleiner Park. Return application to Juli Bokenkamp, Acting President, for the Meridian Cooperative Gardeners. Please make checks payable in the amount of $30.00 to Meridian Cooperative Gardeners. Juli can be contacted at 208-954- 0723. METRl Phone: CITY: I Are you on Facebook? YES or NO Garden Experience: Beginner Intermediate Advanced -Master Gardener What special skills or training do you have that might be helpful? (gardening, computer, photography, etc.) What are your hopes for this gardening experience? (food, experience, community, etc.) Participation fees are $30.00 for the 2014 season. This money will be used toward the purchase of plants, seeds, fertilizers, tools, and other items as voted on by the Meridian Co -Op Gardeners. Hold Harmless Agreement: For and in consideration of the opportunity to participate in the community garden at Kleiner Park, I, as evidenced by my signature below, do hereby hold harmless, release, waive, and forever discharge the Meridian Cooperative Gardeners, the City of Meridian, their agents, and their employees, from all real or possible claims for damages or other harm, whether to myself, to my property, to any other person, or to any other property incurred as a result of my participation in the community garden not attributable to the tortious conduct of City's agents or employees, regardless of the manner by which such claim may be brought. l acknowledge that my participation in the community garden presents risks, some of which are unknown, and agree to assume all risks associated with my participation. I understand that I am solely responsible for any and all expenses or damages that are incurred as a result of any accident or illness incurred while or as a result of participating in this activity. I further understand that falsifying information on this application form is just cause for removal from participating in the community garden, and that my acceptance of these conditions means that I cannot later bring a claim against the Meridian Cooperative Gardener's, the City, their agents, or their employees. I also agree to abide by the bylaws of the Meridian Cooperative Gardener's. Signed: Date: 1. Participation fees for 2014 are $30.00. 2. The garden hours are from 7 a.m, until 9 p.m. 3. The garden is to be used for recreational gardening and for growing vegetables and flowers for your family and the Meridian Foodbank. Produce and/or flowers are not to be sold. 4. Gardener's are responsible for cultivating, weeding, watering by hand, and other care of the garden as needed. We emphasize "green" or chemical free gardening. Gardener's are expected to complete 6®8 hours of work each month, and log them in the binder when necessary. 5. Gardener's will not use the controls for the irrigation system unless specifically trained. 6. Gardener's are expected to attend mandatory work days 2 of 4 ... (spring plantings, fall clean-up) 7. Gardener's abide by the groups decisions regarding the division of produce, remembering that this a cooperative effort. (Harvest Days will be Wednesday evenings and Saturday mornings). 8. Parking is provided adjacent to the garden area. Restroom facilities are located within walking distance in Kleiner Park. 9. No dogs or other animals are allowed in the garden. 10. We encourage gardener's to take photographs throughout the garden to share on our Facebook page, website, or to be used in Powerpoint projects or in the Annual Report. Gardener's must complete the General Photography Release form. 11. Co -Op Gardeners agree to the Hold Harmless Agreement and to abide by the guidelines of the program when they apply, sign and date the Community Garden Application.