Memorandum of Agreement with Meridian Athletic Roundtable, IncMEMORANDUM OF AGREEMENT
CONCLUDING MO BROOKS BASEBALL FIELD COMPLEX PARTNERSHIP
This MEMORANDUM OF AGREEMENT CONCLUDING MO BROOKS BASEBALL
FIELD COMPLEX PARTNERSHIP ("MOA") is made this ! 3a
1 day of January, 2011 by and
between the City of Meridian, Idaho, a municipal corporation organized under the laws of the State of
Idaho ("City"), and Meridian Athletic Roundtable, Inc., a non-profit corporation organized under the
laws of the State of Idaho ("MARI"), for the purpose of establishing the mutually understood and
agreed-upon rights, responsibilities, and conditions of the conclusion of the Parties' partnership
regarding Mo Brooks Baseball Field/Complex.
WHEREAS, Storey Park, located at the southeast corner of Franklin and Main, in Meridian,
Idaho, is a City park owned, operated and maintained by City;
WHEREAS, in 1986, a baseball field, later named the Mo Brooks Baseball Field/Complex,
was established in Storey Park through the combined efforts of City, MARI, the Meridian American
Legion, and the Meridian Athletic Association, for the purpose of promoting youth baseball
programming, particularly Meridian American Legion Baseball programming, within the Meridian
community;
WHEREAS, the respective rights and responsibilities of MARI and City with regard to Mo
Brooks Field have been set forth in written agreements between the parties, including the Baseball
Field Contract Agreement, dated April 16, 1986 ("1986 Agreement"), a copy of which is attached
hereto for reference as Exhibit A, and the Mo Brooks Baseball Field/Complex Agreement, dated
December 20, 2005 ("2005 Agreement"), a copy of which is attached hereto for reference as Exhibit B;
WHEREAS, on or about October 4, 2010, the board of directors of MARI, finding that youth
baseball is well served by the numerous school and recreational baseball programs available in the
Meridian community, voted to terminate the 2005 Agreement with City, and subsequently voted to
dissolve MARI; and
NOW THEREFORE, in consideration of the recitals set forth above, and the mutual terms,
conditions, and covenants contained herein, the parties agree as follows.
I. Mutual Termination. The Parties agree that the 2005 Agreement attached hereto as Exhibit B is
hereby terminated by MARI's dissolution and the Parties' mutual assent to such termination.
II. Donation of Improvements. MARI hereby donates and conveys to City, at no charge to City, any
and all interest, right, responsibility, liability, and ownership heretofore accruing to MARI in the
fixtures and improvements constructed and installed at Mo Brooks Field/Complex, including the
bleachers, concession stand, announcer's booth, restroom facilities, dugout/storage units, backstop
wall, and batting cage. MARI expressly waives and relinquishes any and all existing and future
interest in or claim to any fixture, improvement, or other portion of the Mo Brooks Field/Complex.
City accepts the fixtures and improvements donated and conveyed hereunder on an as -is basis, with no
express or implied warranties whatsoever.
III. Scheduling. City shall assume all administration, scheduling, and reservation responsibilities,
rights, and authority for any and all uses of Mo Brooks Field/Complex, and all City policies,
ordinances, and fees shall apply.
MOA WITH MARI - CONCLUSION OF MO BROOKS BASEBALL FIELD/COMPLEX PARTNERSHIP PAGE 1 OF 2
IV. Release of liability. MARI forever waives and releases, on behalf of MARI and the agents,
employees, heirs, executors, administrators, assigns, and/or personal representatives thereof, any and
all claims and/or rights for damages that MARI or such other persons or entities now have or may have
hereafter have against the City of Meridian and/or its employees, agents, officials, officers, volunteers,
and guests, suffered in connection with or arising out of MARI's financial or other interest in,
construction of, scheduling, or use of Mo Brooks Field/Complex and/or the fixtures and improvements
thereon.
V. Entire Agreement. This MOA supersedes and nullifies any and all statements, promises, or
inducements made by either party, or agents of either party, whether oral or written, whether previous
to the execution hereof or contemporaneous herewith, including, but not limited to, the 1986
Agreement and the 2005 Agreement. The terms of this Agreement may not be enlarged, modified or
altered except upon written agreement signed by both parties hereto.
VI. Severability. If any provision of this MOA is found by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, the remainder of this MOA shall not be affected.
VII. Successors and Assigns. All of the terms, provisions, covenants and conditions of this MOA
shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal
representatives, heirs, executors, and administrators.
IN WITNESS WHEREOF, the parties hereto have executed this MOA on the LN day of
January, 2011.
MERIDIAN ATHLETIC ROUNDTABLE, INC.:
G�
J Labbe, President
Ai4 KI
t;OTA$p
- UB LiG
�'•.,�F•OF I'D
\\\`\14,
,, 0 0, MY, Commission Expires:
CITY OF MERIDIAN: -A OF En/ov
'A' )A11.12 Ad SEAL
STATE OF IDAHO
;:At Iz N ) ss:
County of ADA )
I HEREBY CERTIFY that on this J4�ft day of January, 2011,
before the undersigned, a Notary Public in the State of Idaho,
personally appeared John Labbe, proven to me to be the person who
executed the said instrument, and acknowledged to me that he
executed the same.
%WITNESS WHEREOF, 1 have hereunto set my hand and affixed
m3rTfficial seal, the day and year in this certificate first above
Public for Idaho
g at ' 41
Tammy dffeerd, Mayor �5r �.°� cue Ho n, City Clerk
v p �s
MOA WITH MARI —CONCLUSION OF MO I ?YO S�f3A3E$A U`K\ LD/COMPLEX PARTNERSHIP
1111111 111111
Idaho
PAGE 2 OF 2
EXHIBIT A
1986 Agreement
BASEBALL FIELD CONTRACT AGREEMEW
THIS AGREEMENT is hereby entered into this the j6 4�b day o r,& j 198(r by and between the City of Meridian, a municipality of the Statd of Mas
(hereinafter referred to as the "City"), and the Meridian Athletic Roundtable,
Inc., a non-profit corporation organized and existing under the laws of the State
of Idaho (hereinafter referred to as the "Roundtable"), acting on behalf of it-
self and all present and future Meridian American Legion Baseball players partici-
pating in the American Legion baseball program.
WITNESSETH:
WHEREAS, The parties hereto are interested in promoting youth baseball, in-
cluding American Legion baseball, within the city of Meridian, Idaho; and
WHEREAS,The City of Meridian seeks to provide the best possible facilities
within its public parks and encourages public participation in the improvement
of those facilities; and
WHEREAS, The Roundtable is interested in obtaining a facility within which
citizens can participate in the American Legion baseball program and is further
interested in constructing and providing for improvements to that facility; and
WHEREAS, The Roundtable has provided extensive services and materials in the
creation and development of the baseball field at Storey Park, including the
construction of a combination concession stand, announcers booth and restroom
facility.
NOW, THEREFORE, IN EXCHANGE FOR THE KMIAL COVENANTS. HEREOF, THE PARTIES
AGREE AS FOLLOWS:
I
Roundtable is granted the right to use the Storey Park baseball field to
conduct American Legion baseball games and practices in accordance with a
Schedule to be submitted to the City on or before March 30 of each calendar year.
II
Scheduling of all events at the baseball field at Storey Park will be under-
taken by the City. In scheduling the use of the baseball field at Storey Park,
the Meridian American Legion baseball program shall receive priority over other
organizations and individuals in the scheduling of games and practices. It is
understood however, the City must give consideration to all users of the park
and this agreement in no way gives exclusive use of the baseball field to Round-
table.
PAGE 1 of 4
III
Roundtable is granted the right to charge admission to each game and retain
the proceeds from said admission charge for use in the furtherance of Meridian
American Legion baseball. Roundtable is further granted the right to attach
temporary advertisement boards to the baseball field fence, and may charge a
fee for said advertisement boards. All fees shall be retained by Roundtable
to defer the cost of constructing said advertisement boards and fulfilling its
maintenance responsibilities, specified in section IV below.
IV
Roundtable agrees to be responsible for cleaning the Storey Park baseball field
and the immediate surrounding areas of all refuse after each use by Roundtable
in the operation of its baseball program. In further consideration of the
mutual desire--of-the par -ties to this agreement -tom -maintain the baseball field
at Storey Park at the highest possible level of quality, the Roundtable agrees
to maintain the infield of said baseball field at its own expense, during the
period of its scheduled events. Said maintenance includes mowing, fertilizing and
watering the infield grass, and keeping the pitchers mound, homeplate area and
basepaths well groomed and free of weeds. City agrees to require any and all
other persons or organization using the grounds at Storey Park field to assume the
responsibility of cleaning all refuse from said field and surrounding areas
after each use. City agrees to perform all other maintenance to the field,
surrounding areas and buildings, except the concession stand which is considered
in another section of this agreement. The City further agrees to provide water,
power, sewer and all other utilities to the Storey Park baseball facility,
excluding field lights.
V
In consideration of the fact that Roundtable has caused the completion of the
combination concession stand, announcer's booth and restroom facility at Storey
Park at virtually no cost to the city, and has assumed major responsibility for
maintenance of said building, Roundtable shall be granted exclusive right to
operate said concession stand at any and all activities at Storey Park for the
purpose of selling food and beverages to the general public. Roundtable shall
retain the proceeds from said operation for the -furtherance of Meridian American
Legion baseball. Roundtable agrees to operate said concession stand and make
the restrooms and announcer's booth available to all other youth baseball pro-
grams conducting scheduled games at Storey Park. Roundtable agrees to obtain
all required health permits and adhere -to all ordinances and laws of the City
of Meridian and the State of Idaho. Maintenance of said building assumed by
Roundtable shall include interior and exterior painting, winterizing, cleaning
restrooms and all repairs necessitated by general wear and tear. City shall
assume responsibility for all damages covered by its general insurance policies.
All rights granted to and responsibilities assumed by Roundtable under this
section shall terminate with the rest of this agreement.
PAGE 2 of 4
VI
The term of this agreement shall commence on the day of&,', ,
1986, and shall continue until the 31st day of December 200 �,—or may be ter-
minated upon mutual agreement of both parties. Upon that date being reached,
the parties hereto shall be required to renegotiate the terms of an agree-
ment between them in light of the then existing public demand for the use of
the baseball facility at Storey Park.
DATED this_!L day of Adpr / 1980.
CITY OF MERIDIAN
ATTEST:
CI CLERK
y of Me dian
PAGE 3of4
STATE OF IDAHO, )
ss.
County of Ada, )
On thiel day of I-1 ,198, before me, the undersigned
Notary Publiic n and for said State, personally appeared Grant P.
Kingsford, Mayor, and Jack Niemann, City Clerk, of the City of
Meridian and acknowledged that they executed the within and foreg
instrument.
WITNESS MY SEAL
(SEAL)
Residing at Meridian, Idaho
STATE OF IDAHO, )
ss.
County of Ada, )
On this W-'�day of �a, ,1985, before me, the undersigned,
a2o 1=0 in and for sai State, per. pally appeared
X11 ,known to me to be the x
o MERIDIAN -ATHLETIC ROUNDTABLE, INC., -theV Corporation that
executed the instrument and acknowledged to me that said
Corporation executed the same.
WITNESSIM SEAL
(SEAL)
AMYROSE•
TZOERAID
ROOK870N
wenm ww
PAGE 4 of 4
u �o. qtr
•,wn, arw .
awt
NOTARY PUB]
Residing at im., Idaho
ExHiBIT B
2005 Agreement
MO BROOKS BASEBALL FIELD / COMPLEX AGREEMENT
THIS AGREEMENT is hereby entered into this the Z���day of
�y� ?� 0 S by and between the City of Meridian, a
municipality of the State of Idaho (hereinafter referred to as the "City') and the
Meridian Athletic Roundtable, Inc., a not -profit corporation organized and existing
under the laws of the State of Idaho (hereinafter referred to as the "MARI'),
acting on behalf of itself and all present and future Meridian American Legion
Baseball player participating in the American Legion Baseball program.
WITNESSETH
WHEREAS, the parties hereto are interested in promoting youth baseball,
including American Legion baseball, within the City of Meridian, Idaho; and
WHEREAS, the City of Meridian seeks to provide the best possible
facilities within its public parks and encourages public participation in the
improvement of those facilities; and
WHEREAS, the Meridian Athletic Roundtable, Inc. is interested in
obtaining a facility within which citizens can participate in the American Legion
baseball program and is further interested in constructing and providing for
improvements to that facility; and
WHEREAS, the Meridian Athletic Roundtable, Inc. has provided extensive
services and materials in the creation and development of the baseball field at
Storey Park, including the construction of a combination concession stand -
announcers booth - restroom facility, field lights, a combination dug outs -
storage units and backstop wall with netting;
NOW, THEREFORE, IN EXCHANGE FOR THE MUTUAL CONVENANTS
HEREOF, THE PARTIES AGREE AS FOLLOWS:
MARI is granted the right to use the Mo Brook Baseball Field to conduct
American Legion Baseball games and practices in accordance with a schedule
during each calendar year.
❑1
Scheduling of all events at the Mo Brooks Baseball Field will be
undertaken by the MARI. In scheduling, the Meridian American Legion baseball
program shall receive priority over other organizations and individuals in the use
of the field for games and practices. It is understood that MARI will provide
Page 9 of 3
appropriate scheduling for the Varsity High School Baseball for Meridian High
School when needed. It is also understood that MARI must give consideration to
all users of the park and this agreement in no way gives exclusive use of the
baseball field to the Meridian American Legion Baseball program.
111
MARi is granted the right to charge admission to each game and retain
the proceeds from said admission charge for use in the furtherance of Meridian
American Legion Baseball program. MARI is further granted the right to attach
temporary advertisement boards /banners to the baseball field fence and may
charge a fee for said advertisements. To help with other operation costs, MARi
may charge operational fees for special uses at the facility. All fees shall be
retained by MARI to defer the cost of capital improvements and fulfilling its
maintenance responsibilities as specified in section IV below.
Ill
MARI agrees to be responsible for cleaning and general maintenance of
Mo Brooks Baseball Field and the immediate surrounding area (inside the
perimeter fence) of all refuse after each use by MARI in the operation of its
baseball program as weU as other approved and scheduled activities. In further
consideration of the mutual desire of the parties to this agreement to maintain the
Mo Brooks Baseball Field at the highest possible level of quality, MARI agrees to
maintain the infield grass and keeping the pitchers mound, home plate area and
base paths well groomed and free of weeds. MARI also agrees to require any
and all other persons or organization using the grounds at Mo Brooks Baseball
Field to assume the responsibility of cleaning all refuse from said field and
surrounding area after each use. The City agrees to perform all other
maintenance to the field and the surrounding area. The City agrees to provide
water, power, sewer and all other utilities to Mo Brooks Baseball Field Facility,
excluding the field lights.
V
In consideration of the fact that MARI has caused the completion of the
combination concession stand, announcer's booth and restroom facility,
combination dug outs and storage units, backstop wall with netting and batting
cage as well as the storage car at Mo Brooks Baseball Field at virtually no cost to
the City and has assumed major responsibility for the maintenance of said
buildings, MARI shall be granted exclusive right to operate said concession stand
at any and all activities at Storey Park and Mo Brooks Baseball Field for the
purpose of selling food and beverages to the general public. MARI shall retain
the proceeds from said operation for the furtherance of the Meridian American
Legion Baseball program. MARI agrees to operate said concession stand and
make the restrooms and announcer's booth available to all other youth baseball
Page 2 of 3
Programs conducting scheduled games at Mo Brooks Baseball Field. MARI
agrees to obtain all required permits and licenses and adhere to all ordinances
and laws of the City of Meridian and the State of Idaho. Maintenance of said
buildings assumed by MARI shall include interior and exterior painting,
winterizing, cleaning restrooms and all repairs necessitated by general wear and
tear. The City shall assume responsibility for all damages covered by its general
insurance policies. All rights granted to and responsibilities assumed by MARI
under this section shag terminate with the rest of this agreement.
VI
In accordance to fulfilling the obligations for the use and the improvements
at Mo Brooks Baseball Field Facility, the MARI will provide an annual report each
Year describing the use, users, improvements and projected improvements at the
facility. This report will be presented to the City at the end of each calendar year.
Vii
The term of this agreement shall commence on the Sig day of
9 2.047S- and shall continue until the 39st day of
December 2025, or may be terminated upon mutual agreement of both parties.
Upon that date being reached, the parties hereto shall be required to renegotiate
the terms of an agreement between them in light of the then existing public
demand for the use of the Mo Brooks Baseball Field Facility. If for any reason
that the MARI is dissolve or becomes non existing or does not fulfill its
obligations, this agreement shall be transferred and assumed by the Meridian
Athletic Association Incorporated. If the agreement is terminated, the City will
reimburse or reconstruct the total value of all assets developed and maintained
by MARI at the Mo Brooks Baseball Field Facility to the MARI.
DATEDthis 20fk-dayof
City of Meridian
i6layor P;rexiden t -6;�
Approved by City Cou�3JGrJJ 1 '11,2 0 --O
r
Attested: OFr�
a
s
City Clerk =EAL-
Page 3 of 3
Meridian Athletic Roundtable, Inc.
President
Approved by Board
Secretary