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Amend Develoment and License Agmt for MYBlCITY OF MERIDIAN PARKS & RECREATION DEPARTIMENT V040-1-1 g,,dAt��{vDEVELOPMENT AND LICENSE AGREEMENT THIS AGREEMENT made and entered into this -__r/ day of by and between the City of Meridian, an Idaho Municipal Corporation, hereinafter called "City", and the Meridian Youth Baseball/Softball, Inc., a 501(c)(3) Corporation, hereinafter called "MYB/S INC." WHEREAS, "MYB/S INC." is a service organization dedicated to public service for fiend raising in support of the youth of Meridian and Western Ada County; and WHEREAS, "MYB/S INC." 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 23.5 acre parcel within Meridian Settler's Park; and WHEREAS, the "City" and "MYB/S INC." agree to designate the 23.5 acre parcel site as a. Special Use park to support youth. WHEREAS, the "City" is willing, upon certain terms and conditions, to provide use of the entire 23.5 acre site 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 "MYB/S INC." the right, privilege and license to use certain property (the "premises") Meridian Youth Baseball/Softball complex more particularly described in Exhibit A, attached hereto and incorporated herein by reference and attachment, for purposes set forth in this agreement. 2. TERM OF AGREEMENT This AGREEMENT shall be for a term of twenty-five (25) years, with an option to renew by "MYB/S INC." for an additional ten (10) year period commencing on the � day of 1nan.cA., , 2 �©o4-. Notice must be given to the other party in writing to the other party at least ninety (90) days prior to the commencement of the option period if the renewal is not desired by either party. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 1 OF 10 3. DEVELOPI LENT AND USE OF PREMISE "?vIYB/S INC." will partner with the "City" to construct the park property for the use of "MYB/S INC." youth within the above-described area, which shall be constructed and maintained in accordance with the following provisions: a. "MYB/S INC." will provide funding necessary for the construction of the buildings and a portion of the facility premises as described by the department and shown on the Park Master Plan. b. Development of the premises shall be in the following noted phases, which shall be completed within three (3) 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 fiends and make progress toward completion are demonstrated. C. Phase One shall include: 1. All engineering and construction documents. 2. All baseball back stops and fencing. 3. The construction of the playing fields. 4. All underground utility construction. 5. Parking lot drainage, sub -base to grade and paving. 6. Curb, gutter, and sidewalks. 7. Fine grading for seed preparation, grass seeding. S. Construction Management This Phase One is substantially complete and scheduled for final completion in September 2006. d. Phase Two shall include: I. Construction of restroom/concession buildings. 2. Landscaping and trees. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 2 OF 10 This Phase Two is to be substantially complete and Scheduled for final completion in September 2007. e. Phase Three shall include: Construction of maintenance building. This Phase Three is to be substantially complete and scheduled for final completion in September 2009. f. MYB/S INC will provide funding for the following items: 1. All engineering and construction documents 2. All baseball backstops and fencing. 3. Construction Management. 4. Construction of restroom/concession buildings. 5. Construction of maintenance building. G. Landscaping and trees 7. All change orders. g. "MYB/S INC." shall not use or permit the use of the premises for any other purpose without the express written consent of the "City" h. The portion of Meridian Settler's Park to which this agreement applies, is to remain open to public use when not scheduled for organized use by "MYB/S INC." related activities. "MYB/S INC." will provide a yearly schedule of events to "City". j. Park rules and regulations and applicable city ordinances will be observed and complied with. k. "MYB/S INC." 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. "MYB/S INC." agrees to develop the park to "City" park construction specifications and all construction will require a building permit prior to the start of construction. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 3 OF 10 ala. "MYBIS INC." agrees to maintain records of donations and record voluntccr labor hours and provide the "City" copies of such records every six (6) months during the construction period. n. "MYB/S INC." 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 clay that games are scheduled; provide a six yard trash container, and provide portable toilets as necessary. o. "MYB/S INC." shall be permitted to exclusively operate and maintain a food concession on site daring their scheduled use. Maintenance and operation of concession operation. shall include: maintain the ulterior 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 "MYB/S INC." program and other youth functions. P. "MYB/S INC." shall have the right to build and maintain, consistent with the terms of this agreement and the City's approved site Master Plan, maintenance/restroom with office on second story of the facility. q. "MYB/S INC." shall have sole and exclusive use of the interior of the concession and maintenance buildings, and all personal property stored in such buildings is the property of the "MYB/S INC.". The "City" maintains the right to schedule and reserve site facilities such as shelters, and restrooms during non-scheduled "MYB/S INC." youth program use times. P. "MYB/S, INC." may only charge admission to facilities in the park in the following circumstances: a regional or state tournament hosted by "MYB/S, INC." which is affiliated with a national sponsor such as Cal Ripken or Babe Ruth in which the sponsor requires the Dost 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 CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 4 OF 10 youth athletic competition and fitness. In the event that charging admission fees results .in liti-ation or controversy involving the "City", the parties hereto agree to meet and renegotiate the circumstances in which admission fees may be charged. Except as provided herein, no admission charges shall be permitted for regular league play or any other regular activity of "MYB/S, INC." 4. CONDITIONS OF USE a. It is understood that during constriction 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 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 "MYB/S INC." accepts the premises "as is". INDEMNIFICATION AND INSURANCE "MYB/S INC." indemnifies "City" and holds "City" harmless from any loss, liability, claim or action for damages or injury to "MYB/S INC.", or personal property, or their employees, agents, guests or business invitee(s) attending or participating in any "MYB/S INC." 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 "MYB/S INC." shall not be considered agents of "City" in any manner or for any purpose whatsoever in their use and occupancy of the premises, and "MYBIS INC." hereby agrees to indemnify and hold "City" harmless from any loss, liability, claim or action from damages or injuries to persons or property in any way arising out of or resulting from the use and occupancy of the LICENSED premises by "MYB/S INC.", their agents, employees, guests or business invitee(s) attending or participating in any organized "MYB/S INC." event, game or practice. If any claim, suit or action is filed against "City" for any loss or claim, described in this paragraph, "MYB/S INC.", 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. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 5 OF 10 In addition, "MYB/S INC." 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 ofthe insurance limits, herein provided, "MYB/S INC." 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 occurring as a result of attending or participating in any organized "MYB/S INC." event, game or practice. "MYB/S INC." shall provide "City" with a certification of insurance or other proof of insurance evidencing "MYB/S INC." 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, "MYB/S INC." shall immediately submit Proof of Compliance with the changed limits. The "MYB/S INC." will provide "City" 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 Phase One: 1. The "City" will pay for the construction of playing fields. 2. The "City" will pay for all underground utility construction. 3. The "City" will pay for parking lot drainage, sub -base to grade and paving. 4. The "City" will pay for pathway and sidewalk sub -base to grade and paving. 5. The "City" will pay for curb, gutter, and sidewalks. 6. The "City" will pay for fine grading for seed preparation, grass seeding. 7. The "City" will pay for Sprinkler irrigation installation. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 6 OF 10 b. The "City" will apply for and pay associated fees for all "City" and County permits and applications fol• construction purposes r01- improvements arimprovements to the site. The "City shall pay all ACRD fees associated with this development. The "City" will approve all detailed specifications for construction of all site improvements to the park. d. The "City" will provide project inspections during construction to assure that all improvements are constructed to the approved specifications. C. The "City" shall perform all site maintenance other than what "MYB/S INC." has agreed to maintain as noted above in item 3. L. of this AGREEMENT. The City will accept maintenance after each phase of construction is complete and acceptable to the City as outlined herein. 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 sixty (60) days written notice. In such event, "MYB/S INC." shall be required to remove all personal property and otherwise vacate the premises on or before the expiration of the sixty (60) day period. In the event of a holdover by "MYB/S INC." beyond the sixty (60) 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 "MYB/S INC." from the premises, with or without process of law. In the event of re-entry by "City", "MYB/S INC." 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. 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 AGREEMENT with respect to such subsequent default or breach by "MYB/S INC." shall be liable to "City" for all damages and costs, including legal expenses and attomey's fees, suffered or incurred by CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 7 OF 10 "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 AGREEMENT, "MYB/S INC." agrees to quit and surrender the premises to "City" without causing or suffering any waste thereon. "City" hereby agrees that in consideration of "MYB/S INC." performance of the terms and conditions of this AGREEMENT, "MYB/S INC." may peaceably and quietly have and enjoy the said premises for the duration of this AGREEMENT. 10. ASSIGNMENT, SUBLEASE OR TRANSFER "MYB/S INC." 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 All notices to be given with respect to this AGREEMENT shall be in writing addressed as follows: TO "MYB/S INC.": President Meridian Youth Baseball/Softball, Inc. P.O. Box 55 Meridian, Idaho 83680 TO "CITY": City of Meridian Director, Parks and Recreation Dept. 11 West Bower Street Meridian, Idaho 83642 With a copy to: City Clerk 33 East Idaho Street Meridian, Idaho 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 at the time it is deposited in the United States mail, or upon CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGES OF 10 delivery to the party above specified, or their agent or legal representative. 12. ALTERATIONS "MYB/S INC." 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". ` MYB/S INC." shall keep the premises free from any liens arising out of any work performed for, materials furnished to, or obligations incurred by "MYBIS INC." 13. "MYBIS INC." INSPECTION OF PREIVIISES "MYB/S INC." acknowledges that "MYBIS INC." has inspected the premises and does hereby accept the premises as being in good and satisfactory order, condition, and repair. "MYB/S INC." agrees that upon termination of this AGREEMENT for any reason, including the expiration of its tern, "MYB/S INC." shall surrender the premises to "City" in the same good condition as received, reasonable wear and tear, damage by fire, or act of God excepted. 14. INSPECTON "MYB/S INC." 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: CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 9 OF 10 This AGREEMENT and the terms and conditions hereof shall apply to and are binding upon the heirs, legal representative, successors and ass]<.;ns 0 f the parties. 17. 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. MERIDIAN CITY: MERIDIAN YOUTH BASEBALL/SOFTBALL, [NC.: BY- BY: Tammy rd, Mayor esident / r Attest: BY William G. Berg, Jr., Ci f APPROVED AS TO FORM AND CONTENT: /(I"Z' A;,, Director, P ks & Recreatio Department City Attorne 'X-&--- z��' 9= Risk Manager ZAWorkWMeridian\Meridian 15360MTarksWouth 2KProject\Deve1opment and License Agent Meridian Baseball and softball 02 05 04.doc CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 10 OF 10 CITY OF MERIDIAN DEVELOPMENT AN1? .LICENSE AGREEMENT MERIDIAN YOUTH BASEBALLfSOFTBALL, INC. THIS AGREEMENT made and entered into this 15t day of, 1 c,My by and between the City of Meridian, an Idaho Municipal Corporation, hereinafter called. "City", and the Meridian Youth Baseballfsoftball, Inc., a 501(c)(3) Corporation, hereinafter called "MYB/S INC." WHEREAS, '%M/S INC." is a service organization dedicated to public service for fund raising in support of the youth of Meridian and Western Ada County, and WHEREAS, %Nws INC." 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 23.5 acre parcel within Meridian Settler's Park; and WHEREAS, the "City' and "MYB/S INC." agree to designate the 23.5 acre parcel ,site as a Special Use park to support youth. WHEREAS, the "City" is willing, upon certain terms and conditions, to provide use of the entire 23.5 acre site for a period of time defined within this AGREEMENT; and NOW, THEREFORE, the parties hereto agree as follows: 1. USE: For and in consideration of promises contained herein, and other good and valuable consideration, "City" hereby gives and grants to "MYB/S INC." the right, privilege and license to use certain property (the "premises") Meridian Youth Baseball/Softball 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 "�/S INC" for an additional ten (10) year period commencing on the day of. ma,,,vn— , gLgq Notice must be given to the other party in writing to the other party at least CITY OF MERI L4N PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE I OF 10 ninety (90) days prior to the commencement of the option period if the renewal is not desired by either party. 3. DEVELOPMENT AND USE OF PREMISE: "MYEIS INC." will construct the perk property for the use of "MYBIS INC." youth within the above-described area, which shall be constructed and maintained in accordance with the following provisions: a. "MYB/S INC." will provide all funding necessary for the construction of the facilities and premises as described by the department and shown on the Park Master Plan. b. Development of the premises shall be in the following noted phases, which shall be completed within three (3) 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. C. Phase One shall include: All engineering and construction documents. 2. The construction of the playing fields. 3. All underground utility construction. 4. Parking lot drainage and subbase to grade. 5. Pathway and sidewalk sub -base to grade. 6. Curb, gutter, sidewalks. 7. All baseball back stops and fencing. 81 Sprinkler irrigation installation. 9. Fine grading for seed preparation, grass seeding. This Phase One is substantially complete and scheduled for finalcompletion in, July 2045, d. Phase Two shall include: CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT .AND LICENSE AGREEMENT PAGE 2 OF 10 Parking lot and pathway paving. 2. Construction of restroom buildings. 3. Completion of landscaping and tree planting. 4. Construction of concession buildings. 5. Construction of maintenance building. e. "MYB/S INC." shall not use or permit the use of the premises for any other purpose without the express written consent of the «City„ f The portion of Meridian Settler's Park to which this agreement applies, is to remain open to public use when not scheduled for organized use by "AM/S INC." related activities. g "MYBIS INC." will provide a yearly schedule of events to "City„ h. Park rules and regulations and applicable city ordinances will be observed and complied with. i. "MYB/S INC." understands that the premises licensed for use is first and foremost a "City" parr and must obtain permission from "City" prior to the start of any earth work, grading or construction being performed. j "MYB/S INC." agrees to develop the park to "City" park construction specifications and all construction will require a building permit prior to the start of construction. k. "NM/9 INC." 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. 1. "MYB/S INC." 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 tweptacle liners; remove the garbage from all trash receptacles and place in designated trash container at the end of each day that games are schedulers; provide a six yard trash container, and provide portable toilets as necessary. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 3 OF 10 M. "MYB/S INC." 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 "MYB/S INC." program and other youth functions. n. "MYB/S INC." shall have the right to build and maintain, consistent with the terms of this agreement and the City's approved site Master' Plan, maintenance/restroom with office on second story of the facility. o. "MYB/S INC." shall have sole and exclusive use of the interior of the buildings, and all personal property stored in such buildings is the property of the "NM/S INC.". The "City" maintains the right to schedule and reserve site facilities such as shelters, and restrooms during non-scheduled "MYB/S INC." youth program use times. A "AM/S, INC." may only charge admission to facilities in the park in the following circumstances: a regional or state tournament hosted by "MYB/S, INC." which is affiliated with a national sponsor such as Cal Ripken or Babe Rath 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 adnv ssion fees shall be used to advance the goals and proposes 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 may be charged. Except as provided herein, no admission charges shall be permitted for regular league play or any other regular activity of "MYB/S, INC." 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. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 4 OF 10 b. It is understood and agreed by the parties that "City„ has no obligation to pay for construction of the park unless agreed to 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 "MYB/S INC." accepts the premises "as is". 5. INDEMN KATION AND INSURANCE: "MYB/S INC." indemnifies "City„ and holds "City" harmless from any loss, liability, claim or action for damages or injury to "MYBIS INC.", or personal property, or their employees, agents, guests or business invitee(s) attending or participating in any "MYB/S INC." event, game or practice and arising out of or resulting from the condition of the premises or any lath of maintenance or repair thereon. It is further understood and agreed "MM/S INC." shall not be considered agents of "City" in any manner or for any purpose whatsoever in their use and occupancy of the premises, and "MYB/S INC." hereby agrees to indemnify and hold "City" harmless from any loss, liability, claim or action from damages or injuries to persons or property in any way arising out of or resulting from the use and occupancy of the LICENSED premises by ` AM/S INC.", their agents, employees, guests or business invitee(s) attending or participating in any organized "MYB/S INC." event, game or practice. if any claim, suit or action is filed against "City" for any loss or claim described in this paragraph, "MYBIS INC.", 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, "MYBIS INC." shall maintain, and specifically agrees to maintain throughout the term of this AGRFFA4ENT, 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 ofinsurance shall not be deemed a limitation of the covenants to indemnify and save and hold harniless "City"; and if "City„ becomes liable for an amount in excess of the insurance limits, herein provided, "NMIS INC." 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 occurring as a result of attending or participating in any organized "MY IS INC." event, game or practice. "NM/S INC." shall provide "City" with a certification CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 5 OF 10 of insurance or other proof of insurance evidencing "MYBIS INC." compliance with the requirements of the paragraph and file such proof of insurance with: City of Meridian 33 East Idaho Avenue Meridian, Idaba $3642 In the event the insurance minimums of the Idaho Tort Claims Act are changed, "MYB/S INC." shall immediately submit Proof of Compliance with the changed limits. The "MYBIS INC." will provide "City" a detailed Master Plan as approved by the Board of Parks and Recreation Commissioners for which construction will be designed and built. 6. CITY RESPONSIBILHIES: 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. The "City shall pay all ACHD fees associated with this development. b. The "City" will approve all detailed specifications for construction 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 "MYB/S INC." has agreed to maintain as noted above in. item 3. L. o1f�'thjis AGREEMENT. The City will accept maintenance after each phase of construction is complete and acceptable to the City as outlined herein. 7. TERMWATION UPON BREACH OR DEFAULT: This AGREEA18NT may be terminated by either party upon a breach of this agreement and failure to cure such breach after sixty (60) days written notice. In such event, '%M/S INC." shall be requiredto remove all personal property and otherwise vacate the promises on or before the expiration of the sixty (60) day period. In the event of holdover by "MYB/S INC." beyond the sixty (60) day period, "City", in addition to and without waiver of any other rights or remedies it may have, may CITY OF MERiDZAN PARKS & RECREATION DEPART DEVELOPMEW AND LICENSE AGREEMENT PAGE 6 OF 10 immediately re-enter and tale possession and expel "MYB/S INC" from the premises, with or without process of law. In the event of re-entry by "City", "MYB/S INC." 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. S. NON-WAWEI.: "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 terra, 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 "MYB/S INC." 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 AGREEMENT, `NM/S INC." agrees to quit and surrender the premises to "City" without causing or suffering any waste thereon. "City" hereby agrees that in consideration of "MYB/S INC." performance of the terms and conditions of this AGREEMENT, "1wM/S INC." may peaceably and quietly have and enjoy the said premises for the duration of this AGREEMENT. 10, ASSIGNMENT, SUBLEASE OR. TRANSFER: "MYB/S INC." 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 "bM/S INC.": President Meridian Youth Baseha.WS©ftball, Inc. P.O. Bax 55 CITY OF MERIDIAN PARIES & RECREATION DEPART HUsff DEVELOPMENT AND LICENSE AGREE MNT PAGE 7 OF 10 Meridian, Idaho 63,680 TO "Crf Y": City of Meridian Parks & Recreation Director 11 West Bower Street Meridian, Idaho 83642 With a copy to: City of Meridian City Clerk .33 East Idaho Avenue Meridian, Idaho 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 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. ALTERA'T'IONS: "MYB/S INC." 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" "MYB/S INC." shall keep the premises free from any liens arising out of any work performed for, materials furnished to, or obligations incurred by "MYB/S INC." 13. "MYB/S INC." INSPECTION OF PREMCSES: "MYB/S INC." acknowledges that '%M/S INC." has inspected the premises and does hereby accept the premises as being in good and satisfactory order, condition, and repair. "MYBIS INC." agrees that upon termination of this AGREEMENT for any reason, including the expiration of its term, "MYB/S INC." shall surrender the premises to "City" in the same good condition as received, reasonable wear and tear, damage by fire, or act of Gori excepted. 14. IINSPECTON: "MYB/S INC." shall. permit "City" and "City's" contractors and employees, at any time, to enter the premises for the purposes of CITY OF MERIDIAN PARKS & RECREATION DEPARTNIENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 8 OF 10 IS. 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 isnot 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 skull apply to and are binding upon the heirs, legal representative, successors and assigns of the parties. 17. PRIOR AGREEMENTS SUPERCEDED: This AGREEMENT contains the entire agreement between the parties as it pertains to the premises. IN WITNESS WIEREOF, the parties hereto have subscribed their names the day and year first above written. MERIDIAN CITY: MERIDIAN YOUTH BASEBALL/SOFTBALL, INC.: �. BY.Tai��yyt�� Mayor President BY ,QA-- William G. Berg, Jr., CityCR Ve el, CITE' QP MERM AN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 9 OF 10 APPROVED AS TO FORM AND CONTENT: 'sk Mamger Z:%Work1N+11McaidiEmWcridiar 1536DWa kiNYoutb 2KProj®cilDevelopmeM end License AgmtMeridian Baseball and Softball X 05 04.doc CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 10 OF 10