Development and License Agreement with Meridian Police Activities League for Parks DepartmentCITY OF MERIDIAN
PARKS AND RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
s
THIS AGREEMENT made and entered into this Z1 day of -IPA �e11�). 4(?-&- ,
Dom- by and between the City of Meridian, an Idaho Municipal
Corporation, hereinafter called "City", and the Meridian Police Activities
League, a 501(c) (3) Corporation, hereinafter called "MPAL."
WHEREAS, "MPAL" is a service organization dedicated to public service for fund
raising in support of the youth of Meridian and Western Ada County; and
WHEREAS, "MPAL" and the "City" desire to cooperate to improve recreation
opportunities for youth and the residents of Meridian and Western Ada County;
and
WHEREAS, the "City' has available a 30.1 acre parcel within Meridian Lochsa
Falls Park, city site number C-2; and
WHEREAS, the "City" and "MPAL" agree to designate the 30.1 acre parcel site
as a Special Use Park to support youth activities.
WHEREAS, the "City" is willing, upon certain terms and conditions, to provide
use of the park soccer fields for a period of time defined within this
AGREEMENT; and
NOW, THEREFORE, the parties hereto agree as follows:
USE
For and in consideration of promises contained herein, and other good
and valuable consideration, "City" hereby gives and grants to "MPAL" the
right, privilege and license to use certain property (the "premises") for
Meridian Police Activities League Soccer complex more particularly
described in Exhibit A, attached hereto and incorporated herein by
reference and attachment.
2. TERM OF AGREEMENT
This AGREEMENT shall be for a term of twenty-five (25) years, with an
option to renew by "MPAL" for an additional ten (10) year period
commencing on the �l�'Vday of 2,PO4--and
can be renewed every ten (10) years thereafter. Notice must be given to
the other party in writing to the other party at least one hundred and
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Development and License Agreement
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twenty (120) days prior to the commencement of the option period if the
renewal is not desired by either party.
3. DEVELOPMENT AND USE OF PREMISES
The park property will be constructed for the use of "MPAL" youth within
the above-described area, which shall be constructed and maintained in
accordance with the following provisions:
A. Development of the premises shall be in the following noted phases,
which shall be completed within four (4) years of the date hereof
provided, and that two additional years may be granted if necessary
and so long as good faith efforts to raise funds and make progress
toward completion are demonstrated.
B. Phase One shall include:
1. All engineering and construction documents
2. All underground utility construction.
3. Fine grading for seed preparation and field layout
4. Sprinkler irrigation installation which includes the irrigation
pond, pump, and pump house
5. Seeding and establishing the grassy playing surface
6. Parking lot drainage and sub -base to grade
7. Pathway and sidewalk sub -base to grade
8. Curb, gutter, and sidewalks
9. Parking lot and temporary parking surface installation (gravel,
recycled asphalt, or other suitable material)
This Phase One must be completed prior to use and is scheduled
for final completion in August of 2005.
C. Phase Two shall include:
1. Main Restroom, access pathways
2. Landscaping
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Development and License Agreement
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This Phase Two is scheduled for final completion in August of 2007.
D. Phase Three shall include:
1. Shelters
2. Paved Parking
3. Concession and Maintenance buildings
This Phase Three is scheduled for final completion in August of
2008.
E. "MPAL" will provide funding for the following items:
1. Engineering and construction documents.
2. Irrigation system from outside the pump building and throughout
the park site installed by or under supervision of a professional
contractor.
3. Fields graded and leveled for playing fields.
4. Turf, grass mixture to be determined, seeded, cultivated, and
fertilized until it is ready to be used as a playing surface.
5. Excavation, drainage, lighting and grading of the parking lot.
6. Paving the parking lot and pathways, having cut-outs and other
landscaped features put into place.
7. Landscaping of the parking lot according to city code.
8. Purchase of removable (portable) goals.
9. Painting of the field lines during the soccer seasons and
tournament times.
F. "MPAL" shall not use or permit the use of the premises for any other
purpose without the express written consent of the "City".
G. The portion of Lochsa Falls Park to which this agreement applies, is to
remain open to public use when not scheduled for organized use by
"MPAL" related activities.
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Development and License Agreement
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H. "MPAL" will provide a yearly schedule of events to the "City". "City"
reserves the right to schedule and reserve site facilities during non-
scheduled "MPAL" youth program use times.
f. Park rules and regulations and applicable city ordinances will be
observed and complied with.
3, "MPAL" understands that the premises licensed for use is first and
foremost a "City' park and must obtain permission from "City" prior to
the start of any earth work, grading or construction being performed.
K. "MPAL" agrees to develop the park to "City" park construction
specifications, in conjunction with the "City", and all construction will
require a building permit prior to the start of construction.
L. "MPAL" agrees to maintain records of donations and record volunteer
labor hours and provide the "City" copies of such records every six (6)
months during the construction period.
M. "MPAL" agrees to perform the following site maintenance during their
scheduled use of the site: stripe all playing fields; place a minimum of
two trash receptacles at each play field, the "City" will provide the
necessary trash receptacles and receptacle liners; remove the garbage
from all trash receptacles and place in designated trash container at
the end of each day that games are scheduled; provide a six yard trash
container, and provide portable toilets as necessary.
N. "MPAL" shall be permitted to exclusively operate and maintain a food
concession on site during their scheduled use. Maintenance and
operation of concession operation shall include: maintain the interior
of the concession building, obtain all appropriate permits and operate
the concession to all City, County and State standards for a good
operation; schedule, staff and manage concession operations; remove
and properly dispose of litter generated from the concession operation.
Revenue generated from the concession is to be placed towards the
"MPAL" program and other youth functions. "MPAL" reserves the right
to contract a vendor to provide concession services.
O. "MPAL" shall have the right to build and maintain, consistent with the
terms of this agreement and the City's approved site Master Plan, a
maintenance/restroom facility. "MPAL" shall have the right to have
temporary facilities on site to accommodate storage of maintenance
equipment until permanent facilities are constructed. All structures
must be built to meet city specifications. All temporary facilities will be
removed by August of 2008.
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Development and License Agreement
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P. "MPAL" shall have sole and exclusive use of the interior of the
buildings, with the exception of the restroom facilities, and all personal
property stored in such buildings is the property of "MPAL". The "City'
maintains the right to schedule and reserve site facilities such as
shelters, and restrooms during non-scheduled "MPAL" youth program
use times.
Q. "MPAL" may only charge admission to facilities in the park in the
following circumstances: a regional or state tournament hosted by
"MPAL" which is affiliated with a national sponsor such as National
Police Activities League, or a district sponsor such as Idaho Youth
Soccer Association in which the sponsor requires the host to charge
admission fees; prior advance written notice has been given to "City' at
least 30 days in advance of the date of the tournament; and the
proceeds from the admission fees shall be used to advance the goals
and purposes of encouraging youth athletic competition and fitness. In
the event that charging admission fees results in litigation or
controversy involving the "City', the parties hereto agree to meet and
renegotiate the circumstances in which admission fees my be charged.
Except as provided herein, no admission charges shall be permitted for
regular league play or any other regular activity of "MPAL."
4. CONDITIONS OF USE
A. It is understood that during construction that the facility will be secured
in a manner that reduces the opportunity for injury to anyone entering
the property.
B. It is understood and agreed by the parties that "City' has no obligation
to pay for construction of the park unless agreed to within the body of
this document or in writing and attached to this License Agreement.
"City" makes no warranty or promise as to the condition, safety,
usefulness or habitability of the premises and "MPAL" accepts the
premises "as is".
5. INDEMNIFICATION AND INSURANCE.
"MPAL" indemnifies "City' and holds "City` harmless from any loss, liability,
claim or action for damages or injury to "MPAL", or personal property, or
their employees, agents, guests or business invitee(s) attending or
participating in any "MPAL" event, game or practice and arising out of or
resulting from the condition of the premises or any lack of maintenance or
repair thereon. It is further understood and agreed "MPAL" shall not be
considered agents of "City' in any manner or for any purpose whatsoever
in their use and occupancy of the premises, and "MPAL" hereby agrees to
indemnify and hold "City' harmless from any loss, liability, claim or action
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Development and License Agreement
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from damages or injuries to persons or property in any way arising out of
or resulting from the use and occupancy of the LICENSED premises by
"MPAL", their agents, employees, guests or business invitee(s) attending
or participating in any organized "MPAL" event, game or practice. If any
claim, suit or action is filed against "City" for any loss or claim described in
this paragraph, "MPAL", at "City's" option shall defend "City" and assume
all costs, including attorney's fees, associated with the defense or
resolution thereof, or indemnify "City" for all such costs and fees incurred
by "City" in the defense or resolution thereof, however the "City" shall not
be relieved hereby from liability for its own negligence or that of its
employees.
In addition, "MPAL" shall maintain, and specifically agrees to maintain
throughout the term of this AGREEMENT, liability insurance in which
"City" shall be named insured in the minimum amount as specified in the
Idaho 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 amount in excess of the insurance limits, herein provided,
"MPAL" covenants and aggress to indemnify and save and hold harmless
"city" from and for all such losses, claims, actions, or judgments for
damages or liability to persons or property occurring as a result of
attending or participating in any organized "MPAL" event, game or practice.
"MPAL" shall provide "City" with a certification of insurance or other proof
of insurance evidencing "MPAL" compliance with the requirements of the
paragraph and file such proof of insurance with:
City of Meridian
33 East Idaho Street
Meridian, Idaho 83642
In the event the insurance minimums of the Idaho Tort claims Act are
changed, "MPAL" shall immediately submit Proof of Compliance with the
changed limits.
The "MPAL" will work with the "City" to provide a detailed Master Plan as
approved by the Board of Parks and Recreation Commissioners for which
construction will be designed and built.
6. CITY RESPONSIBILITIES
A. The "City" will apply for and pay associated fees for all "City" and
County permits and applications for construction purposes for
improvements to the site.
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Development and License Agreement
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B. The "City" will approve all detailed construction specifications of all site
improvements to the park.
C. The "City" will provide project inspections during construction to assure
that all improvements are constructed to the approved specifications.
D. The "City" shall perform all site maintenance other than what "MPAL"
has agreed to maintain as noted above in item 3 of this AGREEMENT.
The "City' will accept maintenance after each phase of constructions is
complete and acceptable to the "City' as outlined herein.
E. The "City" will pay for all underground utilities, irrigation pump station,
and irrigation lake for the park site.
F. The "City" shall pay for additional restrooms, playground, tennis courts,
basketball courts, and any other amenities the parks department may
have desires for.
It is understood that "MPAL" and the "City" are working together to jointly
develop the Lochsa Falls facility. There may be situations where the
two parties agree to exchange financial responsibility for development
items.
7. TERMINATION UPON BREACH OR DEFAULT
This AGREEMENT may be terminated by either party upon a breach of
this agreement and failure to cure such breach after one hundred and
twenty (120) days written notice. In such event, "MPAL" shall be required
to remove all personal property and otherwise vacate the premises on or
before the expiration of the one hundred and twenty (120) day period. In
the event of a holdover by "MPAL" beyond the one hundred and twenty
(120) day period, "City", in addition to and without waiver of any other
rights or remedies it may have, may immediately re-enter and take
possession and expel "MPAL" from the premises, with or without process
of law. In the event of re-entry by "City", "MPAL" shall be liable for any
damages suffered by "City", its agents or employees, and any costs,
including legal expenses and attorneys fees, incurred by "City" in
recovering the premises.
8. NON -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
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AGREEMENT with respect to such subsequent default or breach by
"MPAL" shall be liable to "City" for all damages and costs, including legal
expenses and attorney's fees, suffered or incurred by "City" in the
enforcement of any of the terms, covenants or conditions of the
AGREEMENT.
9. SURRENDER OF PREMISES
Upon the expiration or earlier termination or cancellation of this
AGREMENT, "MPAL" agrees to quit and surrender the premises to "City"
without causing or suffering any waste thereon. "City" hereby agrees that
in consideration of "MPAL" performance of the terms and conditions of this
AGREEMENT, "MPAL" may peaceably and quietly have and enjoy the
said premises for the durations of this AGREEMENT.
10. ASSIGNMENT, SUBLEASE OR TRANSFER
"MPAL" shall not assign, sublet or transfer the LICENSED premises, or
any portion thereof, or cause or suffer any alterations thereto, other than
as specified in this AGREEMENT, without the express written consent of
"City"
11. NOTICES
A. All notices to be given with respect to this AGREEMENT shall be in
writing addressed as follows:
TO "MPAL": Commissioner
Meridian Police Activities League
250 Baltic Avenue, Suite B
Meridian, ID 83642
TO "CITY": City of Meridian
Director, Parks and Recreation Dept.
11 West Bower Street
Meridian, ID 83642
With a copy to: City Clerk
City of Meridian
33 East Idaho Street
Meridian, ID 83642
B. Notice shall be either delivered or sent by certified mail, postage
prepaid, return receipt requested to the party to be notified at the
address specified above, or such other address as either party may
designate in writing. Every notice shall be deemed to have been given
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at the time it is deposited in the United States mail, or upon delivery to
the party above specified, or their agent or legal representative.
12. ALTERATIONS
"MPAL" shall not make, or permit to be made, alterations on or to the
premises without first obtaining "City's" written consent. Additions to, or
alterations of, the premises shall become at once a part of the real
property and belong to "City". "MPAL" shall keep the premises free from
any liens arising out of any work performed for, materials furnished to, or
obligations incurred by "MPAL".
13. "MPAL" INSPECTION OF PREMISES
"MPAL" acknowledges that "MPAL" has inspected the premises and does
hereby accept the premises as being in good and satisfactory order,
condition, and repair. "MPAL" agrees that upon termination of this
AGREEMENT for any reason, including the expiration of its term, "MPAL"
shall surrender the premises to "City' in the same good condition as
received, reasonable wear and tear, damages by fire, or act of God
exempted.
14. INSPECTION
"MPAL" shall permit "City" and "City's" contractors and employees, at any
time, to enter the premises for the purposes of inspection for compliance
with the terms of this Use AGREEMENT and for the exercise of "City's"
rights, the posting of notices, and for all other lawful purposes.
15. APPROVAL BY CITY COUNCIL
This AGREEMENT shall not be effective for any purpose whatsoever until
it is approved by the resolution of the City Council and executed by the
Mayor. By the granting of this License, the City Council is not obligating
itself, the City of Meridian, its officers or agents, with regard to any other
discretionary action relating to development or operation of said premises.
Such discretionary actions include, but are not limited to, the granting or
rezoning, variances, use permits, environmental clearances, or any other
governmental agency approval that is required by law.
16. BINDING EFFECT
This AGREEMENT and the terms and conditions hereof shall apply to and
are binding upon the respective organizations, legal representative,
successors and assigns of the parties.
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Development and License Agreement
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1 7. PRIOR AGREEMENTS SUPERCEDED
This AGREEMENT contains the entire agreement between the parties as
it pertains to the premises.
IN WITNESS WHEREOF, the parties hereto have subscribed their names the
day and year first above written.
CITY OF MERIDIAN:
By:
Approved by City Cou
Attest:
rd,
MERIDIAN POLICE
ACTIVITIES LEAGUE:
Commissioner, Executive Board
SEAL n
William G. Berg, r.•�, �O ,,�
f;> :o,,,:t%"
President, Soccer Board
By:
Secretary, Executive Board
APPROVED AS TO FORM AND CONTENT:
By: By:..IL d, -LL /
Direr , Parks & Re ation President, Parks & Recreation
Commission
B
City Attorney
By: =24= .
City Risk Manager
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Development and License Agreement
Lochsa Falls Park