MYB Agreement Softball IncCITY OF MERIDIAN
DEVELOPMENT AND LICENSE AGREEMENT
MERIDIAN YOUTH BASEBALLISOFTBALL, INC.
THIS AGREEMENT made and entered into this /S� day of )'Y di c, ,
Y , by and between the City of Meridian, an Idaho M caro ipal Corporation,
hereinafter called "City", and the Meridian Youth BasebaWSoRba% Inc., a 501(c)(3)
Corporation, hereinafter called "MYB/S INC."
WHEREAS, "MYB/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, "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.
2. TERM OF AGREEMENT:
This AGREEMENT shall be for a term of twenty-five (25) years, with an
option to renew by "M/S INC." for an additional ten (10) year period
commencing on the day of f l a h 0 h ,an R fl
Notice must be given to the other party in writing to the other party at least
CITY OF MERIDLhN
PARKS & RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 1 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:
"MYB/S INC." will constrict 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 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:
1. All engineering and construction documents.
2. The construction of the playing fields.
3. All underground utility construction.
4. Parking lot drainage and sub -base to grade.
5. Pathway and sidewalk sub -base to grade.
6. Curb, gutter, sidewalks.
7. All baseball back stops and fencing.
& Sprinkler irrigation installation.
9. Fine grading for seed preparation, grass seeding.
This Phase One is substantially complete and scheduled for final
completion in July 2005.
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 "NM/S INC." related activities.
g. "MYBfS 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" 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.
k. "MYB/S 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 receptacle
liners; remove the garbage from all trash receptacles and place in
designated trash container at the end of each day that games are
scheduled; provide a six yard trash container, and provide portable
toilets as necessary.
CITY OF MERIDIAN
PARKS & RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 3 OF 10
In. INM/S fl/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. ,NM/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.
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 host to charge admission fees; prior advance written
notice has been given to "City" at least 34 days in advance of the
date of the tournament; and the proceeds from the admission fees
shall be used to advance the goals and purposes of encouraging
youth athletic competition and fitness. In the event that charging
admission fees results in litigation or controversy involving the
"City", the parties hereto agree to meet and renegotiate the
circumstances in which admission fees 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 W'.
5. INDEMNWICATION 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
"MYBIS 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 "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.
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 of the 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. "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 "NM/S INC _"
compliance with the requirements of the paragraph and file such proof of
insurance with:
City of Meridian
33 East Idaho Avenue
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:
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.
of this AGREEMENT. The City will accept maintenance after
each phase of construction is complete and acceptable to the City
as outlined herein.
7. TERIVIINATION 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
CITY OF MERIDIAN
PARKS & RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 6 OF 10
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 % "1VIYB/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.
8. NONE -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 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, ,XM/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:
a. 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. Bog 55
CITY OF MERIDIAN
PARKS & RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 7 OF 10
Meridian, Idaho 83680
TO "CITY": City of Meridian
Parks & Recreation Director
11 West Bower Street
Meridian, Idaho 83642
With a copy to: City of Meridian
City Cleric
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. 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 "MYB/S INC."
13. "MYB/S INC." INSPECTION OF PREMISES:
"MYB/S INC." acknowledges that "MYB/S INC." has inspected the
premises and does hereby accept the premises as being in good and
satisfactory order, condition, and repair. "NM/S 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 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
CITY OF MERIDIAN
PARKS & RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 8 OF 10
15. APPROVAL BY CITY COUNCIL
This AGREEMENT shall not be effective for any purpose whatsoever
until it is approved by the resolution of the City Council and executed by
the Mayor. By the granting of this LICENSE, the City Council is not
obligating itself, the City of Meridian, its officers or agents, with regard to
any other discretionary action relating to development or operation of said
premises. Such discretionary actions include, but are not limited to, the
granting or rezoning, variances, use permits, environmental clearances, or
any other governmental agency approval that is required by law.
16. BINDING EFFECT:
This AGREEMENT and the terms and conditions hereof shall apply to
and are binding upon the 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 WIVREOF, the parties hereto have subscribed their names the
day and year first above written.
10131.I 11] El ma I IV4
MERIDIAN YOUTH
BASEBALL/SOFTBALL, INC.:
B BY:
Tammy er Mayor President
Attest:
BYSJ-/ , , - /d
William G. Berg, Jr.,
a#novecl
CITY OF MERIDIAN
PARKS &. RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 9 OF 10
APPROVED AS TO FORM AND CONTENT:
'11isk Manager
ZAWorkW McridiarilMeridian 15360M1ParkslYouth 2KProje&Deaelopment and License Agmt Meridian Baseball and Softball 02
05 04.doc
CITY OF MERIDIAN
PARKS & RECREATION DEPARTMENT
DEVELOPMENT AND LICENSE AGREEMENT
PAGE 10 OF 10