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Agreement with Meridian Tennis Association for Use of Settlers Park Tennis FacilitiesAGREEMENT FOR USE OF SETTLERS PARK TENNIS FACILITIES This AGREEMENT FOR USE OF SETTLERS PARK TENNIS FACILITIES (hereinafter "Agreement") is made this ;)S_ day of April, 2015 (the "Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho (hereinafter "City"), and the Meridian Tennis Association, a nonprofit corporation organized under the laws of the State of Idaho (hereinafter "MTA"). WHEREAS, with the support and advocacy of MTA, City received a United States Tennis Association grant in the amount of $7,500 and an additional $1,000 contribution from the Idaho Tennis Association to help construct the final phase of Settlers Park ("Park"), which construction includes four full-sized tennis courts, three quick -start tennis courts, one championship court, bleachers, shelter, and parking, for a total cost of $842,000 (hereinafter collectively referred to as "Tennis Facilities"); WHEREAS, in appreciation of MTA's efforts, and to further the parties' mutually -held objective of enhancing the Meridian community's quality of life through recreational opportunities, City wishes to allow MTA to schedule and provide six (6) weekend tennis tournaments at the Tennis Facilities between June 1, 2015 and July 31, 2017, and to waive the reservation fees that MTA would otherwise incur for these events; 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 MTA agree as follows: I. General rights and obligations of MTA. A. Tournaments. In accordance with the provisions of this Agreement, MTA may host up to six (6) total weekend tennis tournaments at the Tennis Facilities between June 1, 2015 and July 31, 2017. The fees typically charged to reserve the Tennis Facilities shall not apply to these six (6) tournaments. The tournaments hosted under this agreement may occur only on Fridays, Saturdays, and/or Sundays. No tournament hosted under this agreement may exceed more than three (3) days in length. B. Primary Source of Contact for MTA. MTA shall provide City the name, e-mail address, and telephone number of specific MTA personnel (hereinafter "MTA Contact") who shall serve as City's primary contact between MTA and City for all matters regarding the scheduling, use, and maintenance of Park and Tennis Facilities for use in the tournaments hosted under this Agreement. C. Scheduling. By May 1, 2015, MTA Contact shall provide written notice to City Contact as provided herein of the starting and ending dates of any and all of the tennis tournaments hosted at the Tennis Facilities under this Agreement in 2015. By January 15, 2016, MTA Contact shall provide written notice to City Contact as provided herein of the starting and ending dates of any and all of the tennis tournaments hosted at the Tennis Facilities under AGREEMENT FOR USE OF SETTLER'S PARK TENNIS FACILITIES PAGE 1 OF 7 this Agreement in 2016. By January 15, 2017, MTA Contact shall provide written notice to City Contact as provided herein of the starting and ending dates of any and all of the tennis tournaments hosted at the Tennis Facilities under this Agreement in 2017. City shall signify acceptance of the proposed dates by City Contact's response in writing by the method specified herein. MTA shall not be guaranteed use of the Tennis Facilities if tournament dates are amended after acceptance by City. D. Reasonable use. MTA shall employ best efforts to ensure that its use of Park and the Tennis Facilities is appropriate and reasonable. Where MTA's use of Park or the Tennis Facilities causes disproportionately excessive damage to same, MTA shall reimburse City for the cost or proportionate cost of necessary repairs and/or replacement. MTA shall exercise best efforts to see that any and all use of Park, where such use is reserved by MTA, is 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 the Director of the Meridian Parks and Recreation Department. E. Collection of fees. MTA shall have right to assess and collect reasonable tournament registration fees from persons participating in tennis tournaments hosted under this Agreement. MTA shall accept all responsibility and risk related to the collection of such fees, and shall specifically indemnify City for any and all losses and expenses related to or resulting from the charging of a fee to individuals to access any portion of Park that would otherwise be open to the general public for recreational purposes. MTA acknowledges that Park and Tennis Facilities are public places, and that with this limited exception, all members of the public shall be invited to attend. MTA shall not charge admission fees to the public for access to Tennis Facilities for tennis tournaments hosted under this Agreement. The public must have general access to all areas of Park at all times, so long as such access does not unduly interfere with the use of Park for tennis tournaments hosted under this Agreement. F. Player waivers. MTA shall require all players participating in tennis tournaments hosted under this Agreement to sign an agreement containing the following language: WAIVER AGREEMENT.- Your signature below indicates your understanding that participation in this recreational activity is subject to these conditions. 1. I agree to participate in the [name of tournament], and acknowledge that such participation presents risks, some of which are unknown. I agree to assume all risks associated with my participation. 2. I hereby release and forever discharge the City of Meridian, its agents and employees from all real or possible claims for damages or other harm to person or property not attributable to the tortious conduct of City's agents or employees, regardless of the manner by which such claim may be brought. 3. I consent to and authorize first aid, emergency medical care, and/or hospitalization for treatment of injuries or illness that I sustain while or as a result of participating in this activity. I understand that I am solely responsible for any and all expenses that are incurred as a result of any accident or illness incurred while or as a result of participating in this activity. AGREEMENT FOR USE OF SETTLER'S PARK TENNIS FACILITIES PAGE 2 OF 7 4. I consent to the publication and/or use of any photographs or recordings of me by the City of Meridian for promotional purposes. 5. I understand that my approval of this agreement means that 1 cannot later bring a claim against the City, its agents, and/or its employees. G. Temporary Use Permit. MTA shall obtain a City of Meridian temporary use permit for the tennis tournaments hosted under this Agreement. MTA shall plan for and provide, at MTA's sole expense, all logistics of the tournaments as may be required as a condition of permitting, including, but not limited to, event security, crowd management, first aid station, portable restrooms, temporary fencing, signs, and extra garbage receptacles. MTA shall be on site at each concert to supervise set-up and tear -down, and to ensure that use of Park, Tennis Facilities, amenities, infrastructure, and/or vegetation is appropriate and reasonable. H. Event sponsorship. MTA may sell sponsorships of tennis tournaments hosted at the Tennis Facilities under this Agreement, and may retain all proceeds collected from such sponsorships. MTA may not engage any sponsor which promotes or endorses any of the following content: 1. Content that is deemed in violation of this policy or any other applicable City policy; 2. Profane, obscene, indecent, violent, or pornographic content and/or language; 3. Content that promotes, fosters or perpetuates discrimination on the basis of race, creed, color, age, religion, gender, sexual orientation, or national origin; 4. Defamatory or personal attacks; 5. Threats to any person or organization; 6. Content that promotes, fosters or perpetuates conduct in violation of any federal, state or local law; 7. Content that encourages or incites illegal activity; S. Information that may compromise the safety or security of the public or public systems; 9. Content that violates a known legal ownership interest, such as a copyright, of any party; or 10. Any content that contains or perpetuates a message that the Director of the Parks & Recreation Department deems to be inappropriate and not in the best interest of the City of Meridian. If the City becomes aware that any engaged or potential sponsor of a tennis tournament hosted at the Tennis Facilities under this Agreement promotes or endorses such content, the City may terminate this Agreement, restrict or remove any content that is deemed in violation of this policy or any applicable law, and/or cancel the sponsored tennis tournament(s). II. General rights and obligations of City. A. Primary Source of Contact for City. City shall provide MTA the name, a -mail address, and telephone number of specific City personnel (hereinafter "City Contact") who shall serve as City's primary contact between City and MTA for all matters regarding the day-to-day scheduling, use, and maintenance of Park. AGREEMENT FOR USE OF SETTLER'S PARK TENNIS FACILITIES PAGE 3 OF 7 B. Facility operation. Except as otherwise set forth herein, City shall provide general maintenance, mowing, irrigation, and custodial services with regard to Park and Tennis Facilities. City shall provide all typical utilities and services, including, but not limited to, electricity, potable water, sewage service, and/or typical waste and refuse removal. C. Public park. The parties hereto expressly acknowledge that Park and Tennis Facilities are public places, 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 and/or Tennis Facilities for any and all purposes and under any and all conditions, so long as such use does not conflict or interfere with any tennis tournament hosted at the Tennis Facilities under this Agreement. D. Alterations/improvements to Tennis Facilities. Upon thirty (30) days notice to MTA in the manner established herein, City shall have the right to make alterations or improvements in or upon the Tennis Facilities, including, without limitation, to the amenities, infrastructure, or vegetation therein, except that City may undertake alterations, construction, or improvements to or in Park on an emergency or immediate basis without notice to MTA where such action is necessary to protect the health, safety, and/or welfare of the public, or where such alterations, constriction, or improvements will not unreasonably affect MTA's use of the Tennis Facilities as set forth in this Agreement. VI. General provisions. A. Notice. Communication between the MTA Contact and the City Contact regarding day-to- day matters (e.g., issues related to use, scheduling, and maintenance of Park) shall occur via e-mail or telephone. All other notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, certified, return receipt requested, addressed as follows: If to City: If to MTA: City of Meridian Meridian Tennis Association Attn: City Clerk Attn: Sondra Moore, President 33 E. Broadway Avenue 2095 W. Piazza Street Meridian, Idaho 83642 Meridian, Idaho 83646 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. B. Shelters. Except for the shelter located at the Tennis Facilities, this Agreement shall not grant MTA any use of other Park shelters. With regard to the use of other shelters at Park, MTA shall be on equal footing with the general public regarding shelter reservation requirements, priority of reservation, and payment of shelter reservation fees. C. Review. At the conclusion of each tournament, the MTA Contact and the City Contact shall together review the planning process to address any problems which may have arisen and to discuss possible process changes or improvements. AGREEMENT FOR USE of SETTLER'S PARK TENNIS FACILITIES PAGE 4 OF 7 D. Assignment. City shall not assign or sublet all or any portion of City's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of MTA. MTA shall not assign or sublet all or any portion of MTA's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of City. This Agreement and each and all of the terms and conditions hereof shall apply to and are binding upon the respective organizations, legal representative, successors, and assigns of the parties. E. No agency. Neither MTA nor its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall be considered agents of City in any manner or for any purpose whatsoever in their use and occupancy of Park. F. No warranty. City makes no warranty or promise as to the condition, safety, usefulness, or habitability of the premises; Organizer accepts Park for use as is, both at the Effective Date of this Agreement and throughout the course of Event and all related activities. G. Indemnifiication. MTA and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, and all participants in MTA programming, shall indemnify and save and hold harmless City from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by MTA or any MTA employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in or observer of MTA programming, at or in its use of Park or any lack of maintenance or repair thereon and not caused by or arising out of the tortious conduct of City. H. Insurance. MTA shall submit to City proof of an insurance policy issued by an insurance company Iicensed to do business in Idaho protecting MTA and MIA's employees, volunteers, agents, contractors, officials, officers, servants, guests, and/or invitecs, from all claims for damages to property and bodily injury, including death, which may arise during or in connection with tennis tournaments hosted at the Tennis Facilities under this Agreement, including set-up and tear -down. Such insurance shall name City as additional insured, and shall afford at least one million dollars ($1,000,000.00) per person bodily injury, one million dollars ($1,000,000.00) per occurrence bodily injury, and one million dollars ($1,000,000.00) per occurrence property damage. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless City as set forth in this Agreement. If City becomes liable for an amount in excess of the insurance limits herein provided due to the actions or omissions of MTA or any MTA employee, volunteer, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in or observer of tennis tournaments hosted at the Tennis Facilities under this Agreement or related activities, MTA covenants and agrees 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. I. Compliance with laws. In performing the scope of services required hereunder, City and MTA shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments, as well as the policies of the Meridian Parks and Recreation Department. AGREEMENT FOR USE of SETTLER'S PARK TENNIS FACILITIES PAGE 5 OF 7 J. Attorney fees. Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. K. Term of Agreement. This Agreement shall become effective as of the Effective Date upon execution by both parties, and shall expire on July 31, 2017 unless earlier terminated or extended in the manner as set forth in this Agreement. If the parties to this Agreement fail to mutually extend this Agreement, and neither has terminated the Agreement, the term of this Agreement, or such other terms as the parties have agreed upon in writing, shall be renewed automatically for one-year periods thereafter unless terminated by either party in the manner provided in this Agreement. L. Termination. Grounds for termination of this Agreement shall include, but shall not be limited to: an act or omission by either party which breaches any term of this Agreement, an act of nature or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party, or a change in circumstances that renders the performance by either party a detriment to the public health, safety, or welfare. Either party may terminate this Agreement by providing ninety (90) days advance written notice of intention to terminate. Such written notice shall include a description of the breach or circumstances providing grounds for termination. A seven (7) day cure period shall commence upon mailing of the notice of intention to terminate. If, upon the expiration of such cure period, cure of the breach or circumstances providing grounds for termination has not occurred, this Agreement may be terminated upon provision of written notice of termination. In the event of termination, the City shall cancel MTA's reservation of the Tennis Facilities and decline to allow MTA's use of Park or Tennis Facilities for subsequent tennis tournaments under this Agreement, and the City shall bear no liability for any costs incurred as a result. M. Construction and severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. N. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. O. Non -waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time after the governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. AGREEMENT FOR USE OF SETTLER'S PARK TENNIS FAcILITTES PAGE 6 OF 7 P. Applicable law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. Q. Approval required. This Agreement shall not become effective or binding until approved by the respective governing bodies of both City and MTA. 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. MERIDIAN TENNIS ASSOCATION: C' BY: Sondra Moore President, Meridian Tennis Association CITY OF MERIDIAN: BY: .G �- Tammy eerd Gp Mayor GgAo. Attest:city of ���E IDIS IANC 16ANO SEAL 7ayce Holman City Clerk «e na 0 AGREEMENT FOR USE OF SETTLER'S PARK TENNIS FACILITIES PAGE 7 OF 7