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2004-420 Adventure IslandRESOLUTION NO. 04- 4�" BY: A/�- f l- 4"4.4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN, SETTING FORTH CERTAIN FINDINGS AND PURPOSES; AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN AND ENTER INTO, ON BEHALF OF SAID MUNICIPALITY, AN AGREEMENT ENTITLED "MEMORANDUM OF UNDERSTANDING" BETWEEN CITY OF MERIDIAN, PARKS AND RECREATION DEPARTMENT, AND THE COMMUNITY CAMPAIGN FOR THE ADVENTURE ISLAND PLAYGROUND AND WATER SPLASHPAD, AN UNINCORPORATED VOLUNTEER ORGANIZATION, COORDINATED BY ANGELA LINDIG. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO: WHEREAS, it is in the best interests of the City of Meridian, Parks and Recreation Department, to enter into a memorandum of understanding agreement with The Community Campaign for the Adventure Island Playground and Water SplashPad, an unincorporated volunteer organization, coordinated by Angela Lindig, denoted as "MEMORANDUM OF UNDERSTANDING", a copy of which is attached hereto marked as Exhibit "A" to this Resolution, the reasons and authority for which are as set forth in said Agreement. NOW, THEREFORE, BE TT RESOLVED BY THE MAYOR AND CITY COUNCIL as follows: 1. The Mayor and Clerk are hereby authorized to enter into and on behalf of the City of Meridian, Parks and Recreation Department, that certain memorandum of understanding RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN, SETTING FORTH CERTAIN FINDINGS AND PURPOSES; AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN AND ENTER INTO AN AGREEMENT ENTITLED "MEMORANDUM OF UNDERSTANDING" BETWEEN CITY OF MERIDIAN AND THE COMMUNITY CAMPAIGN FOR THE ADVENTURE ISLAND PLAYGROUND AND WATER SPLASHPAD,AN UNINCORPORATED VOLUNTEER ORGANIZATION, COORDINATED BY ANGELA LINDIG Page 1 of 2 agreement with The Community Campaign for the Adventure Island Playground and Water SplashPad, an unincorporated volunteer organization, coordinated by Angela Lindig, entitled "MEMORANDUM OF UNDERSTANDING", a copy of which is attached hereto marked as Exhibit "A" to this Resolution and to bind this City to its terms and conditions. / � PASSED BY THE COUNCIL OF THE CITY OF MERIDIAN, IDAHO, this /� day of 7� , 2004. APPROVED BY THE MAYOR OF THE CITY OF MERIDIAN, IDAHO, this ffl_day of Ili '2004. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN, SETTING FORTH CERTAIN FINDINGS AND PURPOSES; AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN AND ENTER INTO AN AGREEMENT ENTITLED "MEMORANDUM OF UNDERSTANDING" BETWEEN CITY OF MERIDIAN AND THE COMMUNITY CAMPAIGN FOR THE ADVENTURE ISLAND PLAYGROUND AND WATER SPLASHPAD, AN UNINCOP VOLUNTEER ORGANIZATION, COORDINATED BY ANGELA LINDIG Page 2 of 2 CERTIFICATE OF CLERK OF THE CITY OF MERIDIAN I, the undersigned, do hereby certify: 1. That I am the duly appointed and elected Clerk of the City of Meridian, a duly incorporated City operating under the laws of the State of Idaho, with its principal office at 33 East Idaho, Meridian, Idaho. 2. That as the City Clerk of this City, I am the custodian of its records and minutes and do hereby certify that on the /O i� day of u6x-% 2004, the following action has been taken and authorized: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN, SETTING FORTH CERTAIN FINDINGS AND PURPOSES; AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN AND ENTER INTO, ON BEHALF OF SAID MUNICIPALITY, AN AGREEMENT ENTITLED "MEMORANDUM OF UNDERSTANDING" BETWEEN CITY OF MERIDIAN, PARKS AND RECREATION DEPARTMENT, AND THE COMMUNITY CAMPAIGN FOR THE ADVENTURE ISLAND PLAYGROUND AND WATER SPLASHPAD, AN UNINCORPORATED VOLUNTEER ORGANIZATION, COORDINATED BY ANGELA LINDIG. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO: WHEREAS, it is in the best interests of the City of Meridian, Parks and Recreation Department, to enter into a memorandum of understanding agreement with The Community Campaign for the Adventure Island Playground and Water SplashPad, an unincorporated volunteer organization, coordinated by Angela Lindig, denoted as "MEMORANDUM OF UNDERSTANDING", a copy of which is attached hereto marked as Exhibit "A" to this Resolution, the reasons and authority for which are as set forth in said Agreement. CERTIFICATE OF CLERK OF THE CITY OF MERIDIAN Page 1 ofZ NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL as follows: 1. The Mayor and Clerk are hereby authorized to enter into and on behalf of the City of Meridian, Parks and Recreation Department, that certain memorandum of understanding agreement with The Community Campaign for the Adventure Island Playground and Water SplashPad, an unincorporated volunteer organization, coordinated by Angela Lindig, entitled "MEMORANDUM OF UNDERSTANDING', a copy of which is attached hereto marked as Exhibit "A" to this Resolution and to bind this City to its terms and conditions. of: I M'a� G� DoT a4- —r4.- r L William G. Berg, Jr. ? STATE OF IDAHO,) ss County of Ada, ) On this /0k day of 4ebr"r21 , in the year 2004, before me, a Notary Public, appeared WILLIAM G. BERG, JR., known or identified to me to be the City Clerk of the City of Meridian, Idaho, that executed the said instrument, and acknowledged to me that he executed the same on behalf of the City of Meridian. �,# iACE L.s'•y 'St' (SEAL) a•� ».aArr� # IAor,9.t I.P. AVBLIC OF ID l±6 lul lumiu Expires: ZAWmk\MWeridi=\Maidian 15360M\Rmhdio City HaUa004\CeACIk Adveodue Isalnd PlayFn d020604.dce CERTIFICATE OF CLERK OF THE CITY OF MERIDIAN Page 2 of 2 Interoffice Memorandum To: William G. Berg, Jr. (originals) Cc: Doug Strong (via email) From: William F. Nichols RECEIVED FEB 0 S 2004 City Of Meridian City Clerk Office RE: Resolution and Certificate of Clerk for the Memorandum of Understanding Date: February 6, 2004 Please find attached the Resolution and Certificate of Clerk for the Memorandum of Understanding pertaining to Adventure Island Playground. This Resolution is now ready to be presented to the Mayor and City Council. If you have any questions please advise. Z-%WmkWMaidian\Meaidi= 15360MMR Iutio City Hal VM41Bag Memo Advemmelsland Ree Cort C& 02 06 04.doo Parties: MEMORANDUM OF UNDERSTANDING The Community Campaign for the Adventure Island Playground and Water SplashPad, an unincorporated volunteer organization, coordinated by Angela Lindig 2. The City of Meridian, Parks and Recreation Department. THIS MEMORANDUM OF UNDERSTANDING made and entered into this l© day of e6r6ca4 , 2004, by and between the City of Meridian, an Idaho Municipal Corporation, througK its Parks & Recreation Department hereinafter called "CITY", and, The Community Campaign for the Adventure Island Playground and Water SplashPad, an unincorporated volunteer organization, coordinated by Angela Lindig, hereinafter referred to as "ADVENTURE ISLAND." WHEREAS, the CITY desires to establish a two -acre, universally accessible playground within the Meridian Settler's Park as defined within this MEMORANDUM OF UNDERSTANDING, and; WHEREAS, ADVENTURE ISLAND desires to donate volunteer labor services as well as all of the playground equipment as defined in this MEMORANDUM OF UNDERSTANDING, to the CITY for the construction of a universally accessible playground facility hereinafter referred to as "PROJECT;" WHEREAS, ADVENTURE ISLAND will provide volunteer labor to construct the main play structure of the PROJECT as described in this MEMORANDUM, hereinafter known as "COMMUNITY BUILD;" WHEREAS, the PROJECT will be constructed in phases with the first phase estimated to cost $500,000; and WHEREAS, ADVENTURE ISLAND and the CITY desire to cooperate to create a facility that will allow the children, parents and citizens of all abilities in Meridian and throughout Idaho to learn, play and grow together by creating opportunities for recreation, physical fitness, mental health, community interaction, education, and social change. NOW THEREFORE, in consideration of the mutual promises contained in this MEMORANDUM OF UNDERSTANDING the parties agree as follows: DEVELOPMENT Following ADVENTURE ISLAND'S successful fundraising effort of sufficient funds and "in-kind" donations to assure the completion of the PROJECT, ADVENTURE Memorandum of Understanding Page 1 of 5 ISLAND agrees to design, construct and equip a universally accessible playground for public use at Meridian Settler's Park in accordance with the approved park master plan (Exhibit A). The CITY shall provide input regarding site design, development of construction drawings, specifications and details. 2. CONDITIONS a. ADVENTURE ISLAND shall provide the labor and materials to the CITY for the execution and completion of the PROJECT. b. Although ADVENTURE ISLAND is providing the labor and materials for the construction of the PROJECT, the PROJECT is to be open year-round, owned and maintained by the CITY, and used free of charge by the general public; c. Long Term Maintenance: ADVENTURE ISLAND shall, at the time of completion of each phase of the PROJECT, donate all provided materials and equipment to the CITY. Thereafter, the CITY will operate, maintain, repair and replace all portions of the PROJECT, including the donated equipment, in a manner that ensures the PROJECT maintains its character as a universally accessible playground to all children for a minimum of twenty (20) years. d. ADVENTURE ISLAND agrees to maintain a trust account, whether in cooperation with an existing non-profit group, or otherwise, into which all collected cash donations shall be deposited and segregated for the PROEJCT. The records of such account shall be available to inspection by the CITY at all reasonable times. All materials shall be paid for promptly prior to delivery to Meridian Settler's Park for installation. 3. VOLUNTEER LABOR — WAIVER OF CLAIMS ADVENTURE ISLAND is required to have all volunteers sign a waiver, holding the CITY harmless against all claims and suits for personal injury/death arising out of participation in the COMMUNITY BUILD phase of the PROJECT. The original waivers shall be collected by ADVENTURE ISLAND and will be delivered to the CITY prior to the start of this COMMUNITY BUILD. ADVENTURE ISLAND agrees that reasonable care will be taken to prevent injury during the COMMUNITY BUILD and will employ usual and customary safety practices. 4. CITY RESPONSIBILITY a. The CITY shall designate in writing a Project Manager who shall be acquainted with the PROJECT and the COMMUNITY BUILD and who shall act on behalf of the CITY with respect to the PROJECT and the Memorandum of Understanding Page 2 of 5 COMMUNITY BUILD, subject to the limitations upon such authority contained in this MEMORANDUM OF UNDERSTANDING. b. The CITY shall review and, if all CITY standards are met, approve all designs and drawings for the PROJECT before construction begins. c. The CITY shall apply for and pay associated fees for any required permits and applications for construction purposes for improvements to the site. d. The CITY will be responsible for long term maintenance of ADVENTURE ISLAND as set forth in Section 2(c); e. The CITY's Project Manager shall attend meetings regarding the progress of the PROJECT and he/she is able and shall be provided all details of progress as reported by the Project Coordinator and Committee Leaders of ADVENTURE ISLAND. f. The CITY shall purchase materials to assist with the PROJECT in the amount of $100,000 as determined by the CITY and in accordance with prior verbal agreements between the CITY and ADVENTURE ISLAND. This purchase will be made within phase one of the PROJECT and only after ADVENTURE ISLAND has raised enough funds as agreed upon by the CITY and ADVENTURE ISLAND to construct all of phase one of the project, including this $100,000 purchase. 5. TERMINATION The MEMORANDUM OF UNDERSTANDING may be terminated by mutual agreement of the parties only at any time prior to the construction of the PROJECT. In the event this MEMORANDUM OF UNDERSTANDING is terminated by either party prior to construction or prior to the purchase of materials for which a full refund is not available, the parties shall have no further obligations or liabilities to each other pursuant to this agreement. 6. DEFAULT AND CANCELLATION If either party is in breach or default of any of the terms, covenants or conditions of this MEMORANDUM OF UNDERSTANDING and fail or refuse to cure such breach or default within ten (10) days of writing notice thereof, this MEMORANDUM OF UNDERSTANDING may be deemed terminated and forfeited without further notice or demand. Either party's wavier on one or more occasion of any breach or default of any term, covenant or condition of this MEMORANDUM OF UNDERSTANDING, with or without demand, 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 Memorandum of Understanding Page 3 of 5 prejudice, waive, or affect any right or remedy either party may have under this MEMORANDUM OF UNDERSTANDING with respect to such subsequent default. NOTICES a. All notices shall be given with respect to this MEMORANDUM OF UNDERSTANDING shall be in writing addressed as follows: TO ADVENTURE ISALND: Adventure Island Angela Lindig — Project Coordinator 179 SW Fifth Avenue Meridian, ID 83642 TO CITY: City of Meridian: Parks and Recreation Department 11 W. Bower Street Meridian, ID 83642 AND Meridian City Clerk 33 East Idaho Street Meridian, ID 83642 b. Notice shall be either delivered or sent by registered or certified mail, postage prepaid, return receipt required 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 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. 8. APPROVAL BY CITY COUNCIL This MEMORANDUM OF UNDERSTANDING 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 granting of this MEMORANDUM OF UNDERSTANDING, 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 re- zoning, variances, use permits, environmental clearances, or any other government agency approval that is required by law. Memorandum of Understanding Page 4 of 5 9. BINDING EFFECT This MEMORANDUM OF UNDERSTANDING and the terms and conditions hereof shall apply to and are binding upon the heirs, legal representative, successors and assigns of the parties. IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and year first above written. CITY OF MERIDIAN ADVENTURE ISLAND BY: 0 """,Ilk OF u 11 ,�'��''. ATTEST: SEAL CITY CLERK APPROVED AS TO FORM AND CONTENT: In I -,A am LeiV.,q mmyn Lit NJ -.4 gf• CITY ATTORNEY Z:\Work\M\Meridl8n\Meridian 15360M\Adventum Island - Memorandum of UnderstandingNEMORANDUM OF UNDERSTANDING.doc Memorandum of Understanding Page 5 of 5 Meridian City Council Meeting January 13, 2004 Page 8 of 70 De Weerd: Mr. Nary. Nary: Yes. I think I would echo that and, you know, whatever information we can provide to those folks, so they do understand, whatever the consent agreements are, so that they -- so they, again, like Mr. Nichols said, sometimes the people haven't seen those things. I know it doesn't bother me to get a copy of a law that tells me what the law is, but I mean I know some folks may not really understand that, but, again, the more information the better. Obviously, there will be some people that may be disagreeing with that, but the more information they have the better they will understand why, so -- De Weerd: I guess as you compile the letter from me, if you can look at the documents that were on the plat or in their CC&Rs -- whatever documentation that refers to the consent to annexation once they are contiguous. I would like that referenced in that letter just so they have a point of reference to go back to in their documents as well. Powell: We can do that and we did look at it today and it was -- there is not much in the Development Agreement. It just basically says that the developer and any assigns or anybody that buys property after that will not in any way hold up the annexation process is basically what it says, so -- and i should point out I don't think it would be necessary, technically, to send a personal letter to each person. I did anticipate that that's what the Planning and Zoning staff would do. It would be some additional cost to the city as far as mailing, but I do think that that is appropriate. De Weerd: I think that would be most appropriate. Powell: Okay. C. Parks and Recreation Department — Doug Strong 1. Draft Aareement between Adventure Island Playground Organization and the City of Meridian: De Weerd: Okay. Thank you. Any further discussion? Okay. We will go ahead and move onto Item 6-C-1, the draft agreement between Adventure Island Playground Organization and the City of Meridian, with the Parks and Recreation Department, Doug Strong. Strong: Madam Mayor and Members of the Council, this is an example of an agreement that's been in the works for several months, probably most of the months that I have been with the city, has gone through a variety of evolutions. With the recommendation of Mr. Nichols bringing it before you tonight for just a brief discussion to show you where it is now, so that we can move forward with it. As I think most of you know, St. Alphonsus Foundation has been supporting the Adventure Island playground since its inception and some of the early agreements had St. Alphonsus written in the agreement and it's been back and forth for signature several times. The most recent Meridian City Council Meeting January 13, 2004 Page 9 of 70 version is that St. Alphonsus did not want to be in the agreement, so that's where we are now. What you see is identification of Adventure Island playground as Adventure Island in the agreement and the city and I believe everybody has had a copy and an opportunity to read the agreement. With discussion tonight, we would like some direction how to move forward with getting this a completed and signed agreement, so that we can begin construction on that area of Meridian Settler's Park by this spring. Bird: Madam Mayor? De Weerd: Mr. Bird. Bird: Is this new Adventure Island playground and water splash pad a -- is it an incorporated, nonprofit organization or something? Strong: Not to my understanding. Bird: Well, how do you come into an agreement with this? When we met with them originally -- and this is when St. AI's said they would step up to the plate I brought this up, because I don't know how you -- what you're basically doing is making an agreement with a nonexistent volunteer organization. It's a couple of people. I can't believe the people want to be held responsible to this agreement. I know it's been going on and on. This is the first I knew that St. AI's was not going to be the volunteer community or the one that we had the agreement with. I don't know how the rest of the Council feels, but I have a real problem with not -- with having an agreement with a non- registered organization. Nary: Madam Mayor? De Weerd: Mr. Nary. Nary: I think -- I guess when I'm looking at this agreement, I think -- Councilman Bird, I think -- I mean if we identified at least the principals of this group -- because it appears the only thing they are really required to do is to collect these hold harmless waivers from these volunteers. They are not providing anything in this agreement -- unless I missed something, they are only providing the -- they are providing the labor and materials, but that's going to be bought by the volunteers and all they are doing as an organization -- and I agree with you, I think it -- I mean it is just a committee of folks, is collecting these hold -harmless waivers and giving them to the city, so that we -- Bird: They are raising money to -- Nary: Well, I understand that, but I mean this agreement only does -- all it does is talk about collecting the hold -harmless waivers, organizing the build, turning over the material or turning over the finished product to the city, which I don't really see as -- I don't know that there is really an issue. Maybe part of that hold harmless is that basically, any material that's brought by citizens is donated to the city and they can sign Meridian City Council Meeting January13, 2004 Page 10 of 70 off on that as well. I mean I think you would have to name -- I mean I agree with Mr. Bird in the sense I think you would have to name somebody, because if no one does it, no one's held accountable for it, so -- if they don't do that. I think you're going to have to name some principals, at least, to really be responsible parties to do that. The raising money stuff, I mean in this one -- I'm not sure in this one it has anything about raising money, unless I missed it. Nichols: Madam Mayor? De Weerd: Mr. Nichols. Nichols: Madam Mayor, Members of the Council, the lawyer for St. Alphonsus Foundation represented to me they are not out of the picture, they just weren't going to be a party to the agreement. They are still operating in an assisting capacity to Mrs. Lindig and her group. With regard to the -- this is a memorandum of understanding only, it doesn't obligate us to do anything until they have the funds raised. We don't -- we don't go forward with a single dollar of the city's money or on the design side of things until they have raised the funds necessary to do the things that they say they are going to do and that a critical part of what we were trying to do with this agreement. We asked -- or I asked specifically that Mr. Strong bring this to you for your review, partly because new Council Members may or may not have seen some of the elements of this before and also because it doesn't have St. Alphonsus in the agreement anymore. I knew that was a change and rather than have Doug send over an agreement with an obvious change in it, that we would have a discussion about why is it changed and so forth. We wanted to at least have you look at it. If you want us to add individuals' names, if you want us to go back to them and tell them they need to incorporate and create a nonprofit corporation, we can certainly do that. They won't have -- I think they intended to use St. Alphonsus Foundation for the 501(c)(3) status for the donations, so they didn't have to jump through the hoops to qualify as a 501(c)(3) themselves, they could use the foundation for that purpose for people that wanted to make tax deductible donations to the project. That was my understanding. De Weerd: And you're right on on that. It seems -- and once this project is over, this group will no longer exist. It seems kind of above and beyond to ask them to incorporate just until the conclusion of this project. Nary: Madam Mayor? De Weerd: Mr. Nary. Nary: Yes. I think as long as Mr. Nichols is okay with that. I think, really, the only thing, I guess, I would prefer to see in this agreement with them is some principals named as the party's representatives of this Adventure Island group. I mean Mrs. Lindig is a signature on the back and if she wants to be the principal or if they have an executive group of their board or whatever, I think we just want to an account -- I mean I think the public should have something -- someone that's accountable. I agree with what Mr. Meridian City Caundl Meeting January 13, 2004 Page 11 of 70 Nichols has said is they are not -- the city isn't required to do anything until they actually pony up the money. Having them go through the effort of establishing their own 501(c)(3) seems kind of wasteful and a waste of time, but I think there needs to be some principals, not just a signator, but named in the document and, then, I think -- at least for me I think it's fine. Bird: Madam Mayor? De Weerd: Mr. Bird. Bird: I concur with Councilman Nary on that part and what Bill said has cleared it for me, but I certainly want to see some name in here, because anybody could be, you know, representing that community, campaign for the Adventure Island playground. Doug, I have a question. Have we released any of that money? We have budgeted I think 100 or 150,000 towards this. Have we released any of that money to anybody? Strong: Madam Mayor, Councilman Bird, we have not. Bird: Okay. I'm like Councilman Nary, I'd like to see whoever is going to sign that, their name or if they are the president of the group or something, within this agreement, I just -- I mean a nonprofit organization that isn't incorporated, we have to have an agreement with somebody. Somebody has to be responsible for that group and St. AI's has evidently backed out as far as being responsible to this memorandum. They aren't to the part of the deal. I don't believe as a public entity that we can just go out and make agreements with any organization that don't have some backing. I would go along with that. If you want to get a name in there, then, I'm for it. Rountree: Madam Mayor? De Weerd: Mr. Rountree. Rountree: It's great to have the volunteerism, but things like this just have a way of backfiring on us. This, in itself -- and I don't know the history, but were we to enter into this agreement builds an expectation on the part of our constituents and a fair amount of the money to make this work is through the volunteer effort. If it goes south and we don't have anybody to hold accountable, there is still that expectation that this will be done. The 100,000 dollars that I read in here that the city has discussed in a prior verbal agreement with this organization, now becomes the full cost of this activity. I guess I'm just cautious in that when we are dealing with a -- in essence, a non-existent entity and I don't know these folks and it's not a matter that I have a distrust for them, but I have been in these kinds of things in the past and occasionally they don't work quit as well as we all think they are going to and that's my hesitancy with this particular agreement. Strong: Madam Mayor and Councilman Rountree, just to clarify some of the money issues, as of December of 2003, there were, -- there was 300,000 dollars in cash Meridian City Council Meeting January13, 2004 Page 12 of 70 contributions to this project and about 245,000 dollars in in-kind donations. So far, they have solid contributions of about 545,000 dollars for this project. I think -- and that's come through St. Alphonsus Foundation to that point, as far as fundraising efforts. It's a pretty solid organization as far as the money goes. They have been very diligent about holding off to even move forward with groundbreaking until they felt they had the money in the bank for phase one of the project. Rountree: Madam Mayor? De Weerd: Mr. Rountree. Rountree: I think those kinds of things need to be included in the agreement, that those monies they have raised are held in a foundation or an escrow account or something that builds at least my comfort level and maybe the rest of the Council's that it's just not wishful thinking, it's a real deal. Bird: Madam Mayor? De Weerd: Mr. Bird. Bird: I would agree with Councilman Rountree on that, because, you know, that is sitting in an escrow under St. Al's nonprofit letters and it don't say a word about it in here and this agreement isn't with St. AI's. What's to say that that money -- we know it's going there, but what's to say definitely that it is. This memorandum doesn't say it. Nichols: Madam Mayor? De Weerd: Mr. Nichols, Nichols: Madam Mayor, Members of the Council, you need to be careful about where you're going with this thing, because if you're going to put into this agreement something about the money that's already been pledged or raised, then, I do think it puts you into the position of having to finish the project. The way this memorandum is worded right now, you don't have to move forward until they have all of the money to do it. If you start putting in there you're going to tie up the money that's been paid to this group that's held by St. AI's, you run the risk of, then, being committed to do the whole project. Bird: Madam Mayor? De Weerd: Mr. Bird. Bird: Mr. Nichols, I agree with you on that 100 percent, but what in this memorandum tells us that that money or that they -- who do we -- who is held responsible to do this by this memorandum? It's with an organization that it's just a name only. There is nobody responsible. Meridian City Council Meeting January13, 2004 Page 43 of 70 Nichols: Madam Mayor, Members of the Council, if you put Mrs. Lindig's name on this, you don't really have any much more than what you have already. If you -- if she incorporates you have an assetless entity that's a party to the agreement. The only thing -- what I'm hearing you say is go back to St. AI's and tell them they are back in the game and their name has to be on the agreement. That's what I'm hearing you say. Because if you want the party that's holding the funds to be obligated to follow through, it sounds like they need to be back in the game and they need to be part of this understanding. Wardle: Madam Mayor? De Weerd: Mr. Wardle. Wardle: I believe one of the things that this organization is looking for as far as a memorandum of understanding is not only to complete their timetables and to work directly with the parks department. Also from a donation standpoint, they want to know -- the donors want to know that the city is invested in the project when the funds become available and so we are dealing with a time line on what I feel is a very worthwhile project. Certainly, this is something that if the City of Meridian is going to continue to utilize both volunteers fundraising efforts and involunteer activities. We need to -- we need to figure out at least a process for them to come to us and to build these sorts of things that we have not committed to build ourselves with 100 percent tax dollars and so I think this is a good discussion to have. At the same I'm a little bit hesitant to begin naming organizations when they are not going to -- when they have a very fixed timeline. Nary: Madam Mayor? De Weerd: Mr. Nary. Nary: Yes. I guess Councilman Bird and Councilmember Rountree, you know, I think you -- I think you're at an agreement that's ahead of what this. I mean I think all this is is memorializing the understanding we have with this Adventure Island group and I guess I reiterate -- I think that we just want it identified in the document to me as to who that principal is and if it's Mrs. Lindig, that's fine. This isn't an agreement to build it and that's where I think we would be -- that's where I think we would want an agreement like you folks are talking about of who is going to commit the money? When are we going to see it, when is this going to get built, when is the construction plans going to be shown to us -- that's a whole different agreement. All we are doing here is like I think Mr. Nichols is saying is here is our understanding of this group called Adventure Island and the principal is Mrs. Lindig. They will raise money and if they do, they will provide as a group the money and the volunteers and the people to help build this project. Once they do that, the city has decided to commit a certain amount of funds towards the same end of the project. This isn't a commitment to build anything this is just a commitment that they are going to continue to do that. I think as Council Member Wardle stated, it's just Meridian City Council Meeting January 13, 2004 Page 14 of 70 so that they can show, just like we have had agreements in the past with Meridian youth baseball or the soccer folks and all of those. This is a way for them to go to their donors and say the city is in, we need this money, this is how we are going to raise it, this is what we are going to do with it, this is where it's going, this is what's going to happened. I think, as Mr. Nichols has stated, I think if the other agreement you folks are talking about puts us further into this project and completing it, but that's really but where these folks are there. They are not even there yet and this doesn't commit the city to anything, other than saying once you get the money, we will participate in the rest of it and I don't think -- I guess I don't see that hurting us to any degree. All 1 wanted was just a person who was identifiable as a principal of that organization, rather than just a generic name and her signing on the end. Strong: Madam Mayor and Councilman Nary, what you're saying is accurate, because what's defined in the agreement is that they will provide the equipment and the community build -- the volunteers to do the community build. Essentially, buy everything that goes into that build, other than the 100,000 dollars I think that was identified that would be the pour -in-place surface, which I believe has been identified, which is -- it isn't identified that way in the agreement, nor does it need to be. We provide, then, the specifications for how it will be built and supervision of the build process and it kind of keeps everybody clean until that opportunity. At least the way it looks. De Weerd: Any further questions? Strong: What I would need is direction where to go from here, then. Nary: Madam Mayor? De. Weerd: Mr. Nary. Nary: Mr. Strong, do you anticipate any concerns from Mrs. Lindig including her name in the document as a principal of the Adventure Island group? Do you think she would have any problem with that? Strong: Madam Mayor, Councilman Nary, I don't see any reason why she would not be willing. She's invested herself so completely in this project that putting her name on a document I think would not concern her. DeWeerd: And it's already on there as the signator anyway. Nary: Right. Rountree: Madam Mayor? De Weerd: Mr. Rountree. Meridian City Council Meeting January 13, 2004 Page 15 of 70 Rountree: I heard from counsel, as well as member Nary, about four points. If the agreement could expound those four points and get away from the indemnifications, the maintenances, and all of the other things that we were saying it doesn't include, but, in fact, it does, then, yes, I think it's a great deal. Basically, we have a group, they want to do this, they are going to provide the equipment, the labor, and the money and, yes, the city is behind it to the point that we have already budgeted the money in our budget to the tune of 100,000 or 150,000, whatever it is, and that's the agreement. We have done our part they have done their part, move on. It seems like we are kind of interim in an agreement. We have gone passed that, but not to where I was talking and I agree with what you said, Bill. It seems to me that, you know, four bullet points or four whereas -- or therefore and one whereas, we both agree that we are going to do it. It's clean and it's quick and you don't have to get St. AI's involved and you don't have all of this other stuff that both our attorneys can argue about at some point in time in the future. I guess that would be my direction. Clean it up, get it to the point that we are at right now and we will worry about the details later. Nary: Madam Mayor? De Weerd: Mr. Nary. Nary: Not to belabor it, but I think maybe if -- Councilmember Rountree, I would agree that probably the long-term maintenance provisions in here aren't really necessary. I mean once they turn the material and the project is completed, what we do with it is ours. I mean it doesn't really make a whole lot of difference that this agreement -- it's not going to have any need to exist any longer. It probably just needs to reflect like we have talked about. Everything that's going to happen to the point that it gets turned over. The indem part is really just to cover the city for the volunteers during the build process and I think we want to have something like that hold harmless, but once it's turned over to the city it's probably not necessary, because there is no need to have an agreement any longer with anybody, because we are just going to maintain it, because it belongs to the city. Nichols: Madam Mayor? De Weerd: Mr. Nichols. Nichols: Madam Mayor, Members of the Council, I can't recall if it's in connection with this project or perhaps some others. There are some grant funding sources which require as part of the process that the receiving entity promise to maintain the facility for a certain period of time and so in this -- in taking this memorandum of understanding to potential funding sources, that, I believe, is one of the reasons that that provision was in there, even though certainly the city would have every intention of maintaining these things for whole lot longer than 20 years, but I believe that that was where part of that was coming from. Meridian City Council Meeting January 13, 2004 Page 96 of 70 Strong: Madam Mayor, Members of the Council, that's exactly right, because in Phase 2 of this project we are intending to apply for land and water conservation funds, which have those requirements in the funds which are applied to that phase of the project. It would also look at the rest of the project that contributes to the total project. It's probably important to keep those items in there. That's if we are successful with the application, but it is a way to get additional dollars to the project. Nichols: Madam Mayor? De Weerd: Mr. Nichols. Nichols: Madam Mayor, Members of the Council, just one other thing. The agreement does have the ability to terminate it. If the Council becomes uncomfortable with this agreement at anytime prior to the construction of the project, it can be terminated and, then, our only liability comes is if there were materials purchased in reliance upon the agreement that cannot be returned for credit. That's the liability under the agreement. De Weerd: Okay. Council, Mr. Strong needs to know how to proceed. Nary: Madam Mayor? De Weerd: Mr. Nary. Nary: Mr. Nichols, do you think -- I'm not going to try to repeat them, but we do have a tape. The points as Councilman Rountree pointed out that we can memorialize, you know, what the intents of the parties are here and making sure that that's clear in this agreement. I think we should be -- I think we should be fine. I think the overall intent or the overall document isn't going to change, I think, other than adding Mrs. I_indig as a principal in the body of the text and so as Councilman Rountree stated, some whereases to make it clear what our intentions are and what are anticipated participation is. Would you think that would be complicated or difficult to incorporate? Nichols: Madam Mayor, Members of the Council, we will make a stab at it. Again, we wanted to bring this in front of you, because we didn't have the comfort level of just running it passed on a consent agenda with signatures already on it. We want to make it better, so we will do our best and we will provide drafts of the revised agreement to you and you can comment on it and go from there. Nary: Great. Thank you. We will go ahead. I guess what I'm hearing, at least from me, I think is we will go ahead and we will see those drafts and try to get this worked out in the next couple weeks and go forward. Is that -- do you think that's adequate, Madam Mayor? Do you want a motion to that? I'm not sure what -- De Weerd: I would like -- Mr. Nichols, would it be feasible or reasonable to assume that we can have this -- a draft by next week and ask Council to give you comments, so it could be on the agenda in two weeks? Meridian City Council Meeting January 13, 2004 Page 17 of 70 Nichols: Madam Mayor, Members of the Council, I'm going to read the minutes and go back through and do it and so even — as fast as he is, Mr. Willis usually has those done by Thursday, so I'm not sure -- I'm not sure I can promise you a drafted by Tuesday next week. We will do it as quickly as we can. I don't know that there is any real pressing time frame on it. It's just we have tried to move it to you as quickly as we got it back from St. AI's with the latest changes. De Weerd: I guess the target can be the final documents on the agenda in three weeks and interimly if you can give your comments as soon as you get them back to Doug and our attorney. Okay. I don't think we need a motion. Strong: Thank you. D. City Council President — Bill Nary 1. City Council Appointments: De Weerd: Thank you, Doug. Okay. Item D is the City Council President. Nary: Madam Mayor, Members of the Council, we have talked previously about appointments for the different liaison positions. What I was going to do this coming year is try to do them a little bit differently than we have done them in the past, so that way we hopefully maybe can get a little different look at it. What I have ultimately decided, I think after discussions with everyone, on the Public Works liaison, Councilmember Rountree will take that role. That also does include the solid waste advisory committee as Mr. Sedlacek said at our Pre -Council Meeting they go hand in hand together. The public safety we are going to do differently than we have in the past. The Fire and Police Department liaison will be Council Member Bird for both of those departments. Both of the chiefs were very excited about that opportunity and thought that would be a very good fit for them as well in working together as a group for -- they have very similar needs and really felt very strongly about Council Member Bird's participating. That would be a real asset to them. The Parks Department, Council Member Wardle has agreed to be the liaison for that department. He has been on the commission, they, again, were very encouraged by his continuing participation, and he will also, with myself, be the liaison for the Planning and Zoning Department. There are some particular needs of some projects and some things that Mrs. Powell wanted to work on and for time considerations, I think for both of us that are going to work out for both us, as well as the department. Then, finally, I guess a group that I -- for lack of anything else, I labeled as public services, the services that originate out of. City Hall. Currently the finance department, the human resources department, and the city clerk will have one liaison. I will take that duty and responsibility for the next year for those three departments and I have communicated that to all the different departments, so they are aware that of that. Council Members, they will be providing you with the monthly check runs for each of the departments for your review. We haven't changed anything in regards to our fiscal policies, so those remain the same. For Council Member Rountree