Recorded First Addendum to Agmt with MPAL for Joint Use of Heroes ParkFIRST ADDENDUM to
AGREEMENT FOR DEVELOPMENT AND JOINT USE OF HEROES PARK
This FIRST ADDENDUM to AGREEMENT FOR DEVELOPMENT AND JOINT USE
OF HEROES PARK ("First Addendum") is made and entered into this tL� day of September, 2010
(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 Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho (hereinafter "MPAL").
WHEREAS, on or about August 14, 2008, MPAL and City entered into an Agreement for
Development and Joint Use of Heroes Park ("August 14, 2008 Agreement"), attached hereto as Exhibit
A, under which, inter alia, in consideration of certain rights granted to MPAL under its partnership
with the City, MPAL agreed to contribute three hundred twenty-eight thousand dollars ($328,000.00)
to the development of Heroes Park, located at West Malta Drive, Meridian, Idaho (hereinafter "Park");
WHEREAS, to secure MPAL's monetary obligation to City, on or about August 14, 2008,
MPAL and City executed a Mortgage and Security Agreement to secure a Mortgage Note against real
property owned by MPAL, which documents were recorded in the real property records of Ada
County, Idaho on September 3, 2008, as Instrument No. 108099408;
WHEREAS, MPAL having relinquished the property that was the subject of such Mortgage
and Security Agreement and Mortgage Note, City executed, contemporaneously herewith, a Release of
Mortgage and Security Agreement, which will be recorded in the real property records of Ada County,
Idaho following the execution and effectuation of this First Addendum by the respective governing
boards of MPAL and City;
WHEREAS, MPAL having made a payment to City in the amount of twenty-eight thousand
dollars ($28,000.00), on or about April 6, 2010, the balance remaining of the MPAL's monetary
obligation to City is, as of the Effective Date of this First Addendum, three hundred thousand dollars
($300,000.00);
WHEREAS, the Parties seek by this amendment to reaffirm their mutual commitment to
enhancing the Meridian community's quality of life by providing and supporting soccer programming,
facilities, and opportunities as well as to establish a mechanism by which MPAL may fulfill its
outstanding monetary obligation to City;
NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties
agree as follows:
1. That Section I.A.3. of the August 14, 2008 Agreement shall be stricken and shall be replaced by a
new Section I.A.3, which shall read as follows:
I. General obligations of MPAL.
A. Monetary contribution.
3. MPAL shall therefore pay to City three hundred thousand dollars ($300,000.00)
in the amounts and according to the timeline as follows.
FIRST ADDENDUM To AUGUST 14, 2008 AGREEMENT PAGE 1 OF 3
a. MPAL shall make two (2) yearly payments to City; the first between April
15 and April 30 of each year, and the second between September 15 and
September 30 of each year.
b. Each payment shall be in an amount of ten dollars ($10.00) per registered,
paying player utilizing Heroes Park each season.
c. With each payment submittal, MPAL shall also submit to City written
verification from a Certified Public Accountant that the payment amount is
equal to ten dollars ($10.00) per registered, paying player who utilized
Heroes Park that season.
d. Any additional payments may be made at MPAL's election and shall be
deducted from the principle balance owed to City by MPAL.
e. MPAL shall submit all payments directly to the Finance Department of the
City of Meridian.
f. City shall deduct from the balance owed to City by MPAL all payments
received in the manner set forth herein.
g. Interest shall accumulate on the principle balance remaining, if any, starting
on October 1, 2025. Such interest shall be calculated at the legal rate of
interest as established by the Idaho Code provision then in effect regarding
money due on express contracts, or, absent such provision, at the legal rate
of interest as established by the Idaho Code provision then in effect
regarding money due on judgments.
2. That a new section, Section XV.C., shall be added to the August 14, 2008 Agreement, which new
section shall read as follows:
XV. Termination.
C. Modification alternative to termination. Where grounds for termination exist,
and all rights to cure have expired, in lieu of termination of this Agreement, City may,
in its sole discretion, elect to permanently or temporarily modify or suspend the rights
and interests conveyed to MPAL under this Agreement. Such election may include, but
shall not be limited to, modification or suspension of rights granted to MPAL under this
agreement regarding MPAL's use of the storage facility, soccer fields, and/or shelters at
Park. City may immediately effectuate its election to modify or suspend MPAL's rights
in lieu of termination by providing fourteen (14) days advance written notice of
MPAL's modified or suspended rights and/or interests. Such notice shall include a
description of the breach or circumstances providing grounds for such modification or
suspension; shall specify a reasonable cure period, of not less than thirty (30) days; and
shall describe with specificity the rights and interests so modified or suspended. City's
election to modify or suspend MPAL's rights as set forth in this paragraph shall not
constitute a waiver or relinquishment of City's right to terminate this Agreement or
FIRST ADDENDUM To AUGUST 14, 2008 AGREEMENT PAGE 2 OF 3
otherwise enforce any term of the Agreement, notwithstanding any prior election to
modify or suspend MPAL's rights in lieu of termination.
3. That, except as expressly modified by this First Addendum, all provisions of the original August
14, 2008 Agreement shall remain in full force and effect. No other understanding, whether oral or
written, whether made prior to or contemporaneously with this First Addendum, shall be deemed to
enlarge, limit or otherwise affect the operation of the August 14, 2008 Agreement or this
addendum thereto.
IN WITNESS WHEREOF, the parties shall cause this Addendum to be executed by their
duly authorized officers to be effective as of the day and year first above written.
MERIDIAN POLICE ACTIVITIES LEAGUE:
CITY OF MERIDIAN:
STATE OF IDAHO
ss:
County of ADA )
I HEREBY CERTIFY that on this a � day of September, 2010,
before the undersigned, a Notary Public in the State of Idaho,
personally appeared Tom Roy, proven to me to be the person who
executed the said instrument, and acknowledged to me that he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal, the day and year in this certificate first above
wr
Notary Public fe daho
Residing at 1 �!r , Idaho
My Commission Expires: _ a - Ile
Attest:
of M
BY:
Tammy, d Weerd _ yc e 1
Mayo _ SEA' Ci
lerk
9� T 1S1 .
FIRST ADDENDUM To AUGUST 14, 2008 AGREEMENT PAGE 3 OF 3
EXHIBIT A
AUGUST 14, 2008 AGREEMENT
AGREEMENT FOR DEVELOPMENT
AND JOINT USE OF HEROES PARK
This AGRBMM-TT FOR DEVELOPMENT AND JOINT USE OF HEROES PARR
(haainaft "Agreement") is made this Z Y day of August, 2008 (the "Effective Date'), by
and between the City of Meridian, a munioW corporation organized under the laws of the State
of Idaho (hereinafter `�ity'�, and the Meridian Police Activities League, Inc., a nonprofit
corporation organized under the laws of the State of Idaho (ha butler `WAL').
WHEREAS, the respective governing bodies of City and MPAL are mutually interested
m enhancing the Meridian community's quality of life by providing and supporting recreational
facilities and opportunities, including soccer programming for members of the Meridian
community,
WHEREAS, City and MPAL recognize that through cooperation, publicly -held facilities
can be used to meet broader community needs for athletic programming and recreation than
either party cm provide separately;
WHEREAS, Heroes Park, located at West Malta Drive, Meridian, Idaho (hereinafter
refenved to as "Park'I, upon completion, is to include soccer playing fields and related
improvements and defined as the area depicted on Exhibit A hereto;
WHEREAS, on or about September 21, 2004, MPAL and City entered into a
development and license agreement under which certain rights and responsibilities regarding the
development of facilities, amenities, and infiestructure at Park were act forth, and by which a
partnership was established;
WHEREAS, the nature of the partnership between, and the available resources of; the
respective parties have changed such that the previous written agreement and amendments
thereto no longer reflect the respective resources and commitments that the parties wish to
contribute to the development and joint use of Park, and by this Agreement the parties hereby
supersede and void all previous agreements;
WHEREAS, MPAL has agraad to reambiuse City for certain costs incurred by City for
improvements implemented to benefit Park in exchange for City's agreement to allow MPAL's
use of Park and related improvements under the certain terms and conditions as set forth in this
and
WHEREAS, the respective governing bodies of City and MPAL find that it is fiscally
responsible and in the beat interest of the community to enter into an agreement sharing the costs
and benefits of Park;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufFiciway
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 MPAL agree as follows:
AGREEMENTFDR DmmopmwT AND J'ow USE OPHEROMPAM PAGE 1 of 14
1. General obligations of MPAL.
A. Monetary contribution.
I. City and MPAL agree that the facilities, features, and amenities of Park shall be
developed generally in accordance with the plan attached hereto as Exhibit A.
2. City and MPAL agree that in lice of developing particular facilities, features, or
amenities of Park, and irrespective of and in addition to any and all other monetary and/or
in-kind contributions made prior to, during, and/or following this Agreement, MPAL
shall contribute three hundred twenty-eight thousand dollars ($328,000.00) to the
development of Park, which amount appropriately reflects both the history and nature of
the respective parties' past contributions to the development of Park and the intent and
vision of the respective parties regarding the ft= development and use of Park.
3. MPAL shall therefore pay to City three hundred twenty-eight thousand dollars
($328,000.00) according to the terns of the Mortgage and Security Agreement and
Mortgage Note separately executed and attached hereto as Exhibit B.
B. Primary Source of Contact for MPAL. MPAL shall provide City the name, a -mail
address, and telephone number of specific MPAL personnel (hereinafter `WAL Contact'j
who shall serve as MPAL's primary contact between City AND MPAL for all matters
regarding the day -today scheduling, use, and maintenance of Park.
C. Reasonable use. MPAL shall employ best efforts to ensure that its use of Park and Park
facilities, amenities, infrastructure, and/or vegetation is appropriate and reasonable. Where
MPAL's use of Park and Park facilities, infrastructure, and/or vegetation causes
disproportionately excessive damage to some, MPAL shall reimburse City for the cost or
proportionate cost of necessary repairs and/or replacement. WAL shall excise best efforts
to see that any and all use of Park, where such use is scheduled or authorized by MPAL, is in
compHance 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 Dint.
D. Field marking. Throughout the Spring and Fall Soccer Seasons and the June and July
Soccer Camps, MPAL shall accomplish any and all field striping and/or marling that is
required for its practice sessions and/or games.
F. Goals and equipment. MPAL shall be solely responsible for providing, maintaining,
preparing, repairing, and/or replacing any and all necessary equipment for any and all MPAL
activities. MPAL shall not allow such equipment to stay on the field when the equipment is
not in active use, except that goals may be set up on the evening preceding a soccer game or
game day, so long as such goals are removed from the field at the conclusion of such game or
Some day. MPAL shall stow such equipment, including, but not limited to, soccer goals, in
AofizumBm'FOR DBYB6QPIVlwAmDJosT WE oFHBROBSPARK PADS 2 OF 14
such location as shall be designated by the Director of the Meridian Parks and Recreation
Dement.
F. Storage facility. As set fords in the plan attached hereto as F.xiu'bit A. Paris shall include a
building containing restroom facilities, a concession facilities, a storage facility designated
for City's use, and a storage facility designated for AUAL's use. WAL shall secure the
storage facility designated for MPAL's use (hereinafter "WAL storage facility") so as to
prevent criminal or destructive behavior to same and/or to the attached or adjac eut'Wlities.
MPAL shall be solely responsible for any theft, vandalism, aalawiirl entry, arson, or other
damages incmTed to the MPAL storage facility and/or to attached or adjacent facilities due to
a breach of security at the WAL storage facility. WAL shall maintain the WIPAL storage
facility in a safe and sanitary manner and shall repair immediately any unsafe ar insanitary
conditions caused by the WAL storage facility or items or materials stored the+ m
G. Inline Hockey FacWty.
1. Temporary `osis and barriers. MPAL shall, at its sole cost and liability, install
temporary goals on the playing surface and install temporary court barriers around the
perimeter of the playing surface in accordance with official inline hockey regulations and
safety standards as established by USA Hockey Inline or the Amateur Athletic Union.
2. Resurface and repaint. At MPAL's election, and upon execution by both City and
WAL of a separate written addendum to this Agreement, MPAL may elect to resu face
and/or repaint the inline hockey playing surface, install permanent goals on the playing
surface, and/or install permanent court barriers around the perimeter of the plaYiag
surface.
3. Commercial advertising. Unless and until a separate written agreenneat is reached
regarding commercial advertising at Park, no commercial advertising shall be permitted
on any portion of the inline hockey facility at Park, except that temporary signs
announcing commercial sponsorship of an MPAL or City event may be, posted at the
Wine hockey facility during such event, so long as such signs are removed from the
inline hockey facility at the conclusion of such event and comply with all other applicable
provisions of City code and policy.
4. Funding separate. MPAL a gnwdy represents and warrants that each and all of these
delineated preparation activities shall be undat d= and fimded separately and apart from
any other duties or costs act forth herein. The $328,004.04 due and owing from MPAL to
City under this Agreem nt shall not include the cost of preparing the inline hockey
facility as set forth in this paragraph.
A. Development of Park. City shall install Park facilities and in£raslracture generally in
accordance with the plan attached hereto as Exhibit A. except that City shall be entitled to
make reasonable and/or necessary changes to such plan and/or the implementation thercoE
AOREEMMT FOR DXMOPACWTAIVDJOAVT USE OFHEROES PAR1C PAaB 3 of 14 .
& Maintenance and operation.
1. Mowing, irrigation, custodial. Except as otherwise set forth herein. City shall provide
maintenance, mowing, irrigation, and custodial services with regard to all Park facilities,
infrastructrue, and vegetation. This shall include:
a. Maintenance of all Park turf, including, but not limited to, any and all necessary re-
seeding, laying sod, weed or pest control, and/or fertilizing;
b. Cleaning and maintaining concession facilities; and
c. Cly maims iniin and stocking all restroom hz ities.
2. Utilities. City shall provide all necessary utilities and services to Park, including, but not
limited to, elemcity, potable water, sewage service, and/or waste and refuse recnoval.
3. Repair. Except as otherwise set forth herein, City shall cause the repair and/or
replacement of any and all Park facilities, inihotr actum and/or vegetation that are
physically damaged by use, misuse, vandalism, acts of nature, weather, or other damage
or wear and tear.
4. Schedallng. Except as otherwise ad forth herein, City shall be solely responsible for
scheduling all use of Park and Park facilities and amenities.
C. Primary Source of Contact for City. City shall provide MPAL the name, e-mail address,
and telephone number of specific City personnel (hw=afx "City Contact'l who shall serve
as City's primary contact between City and MPAL for all matters regarding the day -today
scheduling, use, and maintenance of Park.
D. Storage facility.
1. Security of City portion. With regard to the building containing restroom, concession,
and storage facilities, City shall secure the restroom, concession, and City storage facility
portions thereof so as to prevent criminal or destructive behavior to same and/or to the
attached or adjacent MPAL storage fatality.
2. Exterior. City shall maintain the exterior of such building, including the exterior of the
MPAL storage facility, except that MPAL shall be solely responsible for the maintenance
and operation of any and all security devices, systems, and/or hardware utilized to secure
the MPAL storage facility.
E. Inline Hockey facility playing surface. City shall surface the inline hockey faoilitywith
connate and shall mark and paint such concrete playing surface in accordance with official
inline hockey regulations and safety standards as established by USA Rockey Inline or the
Amateur Athletic Union.
AoRBwwrFOR DEYBLOPmmTAND JOINT Use OP HEROBSPARK PACs; 4 of 14
III. General Quts 1MiPAL.
A. Storage fatdit. Subject to all other provisions of this Agreement, MPAL shall. be entitled
to exclusive use of the MPAL storage facility at Park.
B. Collection of fees. MPAL shall have right to assess and collect reasonable foes finmm persons
Participating in activities sot forth in the Official MPAL Spring Schedule, the Official MPAL
Fall Schedule, the Official June and July Soccer Camp Schedules, and/or the Official MPAL
Inline Hockey Schedule, Upon providing thirty (30) days advance written notice to City,
MPAL may charge admission fees for access to Park or Park facilities far a regional or state
tournament hosted by MPAL which is affiliated with a national sponsor, including, but not
limited to, the National Police Activities League, or with a district sponsor including, but not
limited to, Idaho Youth Soccer Association, or other sponsor requiring the host organization
to chap admission fees. Except as provided herein, MPAL shall not collect admission fees
for soccer practice sessions and/or gats. Except as provided herein, City shall not be
entitled to any fee assessed and/or collected by MPAL.
IV, General Rights of city.
A. Public park. The parties hm to expressly acknowledge that Park is a public space, 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 for any and all purposes and under
any and all conditions, so long as such use does not conflict or interfere with a scheduled use
set forth in the Official MPAL Spring Schedule, the Official MPAL Fall Schedule, the
Official MPAL June and Soccer Camp Schedules, and/or the Official MPAL Inline Hockey
Schedule,
B. Alterations/Improvements to Park. Upon thirty (30) days notice to AeAL in the manner
established herein, City shall have the right to make alterations of Park and/or to construct or
locate fences, fixtures, stcuchires, and/or any otherimprovements in or upon Park or Patio
facilities, and vegetation, except that City may undertake alterations,
construction, or improv ematts to or in Park on an emergency or immediate basis without
notice to MPAL where such action is necessary to protect the health, safety, and/or welfare
of the public, or where such alterations, construction, or improvements will not unreasonably
affect MPAL's use of Park or Park amenities or facilities as set forth in this Agreemment.
Unless otherwise agreed in writing by the parties prior to such alterations, construction,
and/or improv etnetrts to Park by City, such alterations, construction, and/or itnpt+ovOKUeaits to
Park shall not adversely affect the use of Park by MPA, except that City may undertake
alterations, conshvction, or improvements to or in Park on an emergency or immediate basis,
even if such action will adversely affect the use of Park by MPAL, where such action is
necessary to protect the health, safty, and/or welfare of the public.
G Collerdon of Fees. In accordance with its policies, City shall have right to assess and collect
reasonable user fees from persons who use Park; however, the amount of such user fees shall
AORMMBhTFOR DBYELopm&wAND JOINT USB OFHEROBS PARK PAGB 5 OF 14
not exceed costs and WqX=W 110t,ay mcured, MPAL shall not be entitled to any park user
fee assessed and/or collected by City.
V. Parties' Sehedulina Oblinam and &ftdan. at
A. Public reservation of park amerildes, February i. The parties acknowledge that on
February 1 of each year, City shall make available to the public the opportunity to reserve
unscheduled and/or unreserved soccer fields and shelters in Park. As a condition of MPAL'
Priority use of Park and Park amenities as such use is described and/or permitted. herein,
MPAL shall adhere strictly to the scheduling requirements ad forth herein.
B. No right to exclude conveyed. Any exclgsive use granted to MPAL by this Agreement shall
include neither the right to exclude any law-abiding person from Park where such person is
not interfering with MPAL's use thereof nor the right to interfere with any person's
concurrent, lawful use of Parc where such concurrent use does not conflict or interfere with
MPAL's use. At all times not set forth in the Official MPAL Spring Schedule, the Official
MPAL Fall Schedule, the Official June and July Soccer Camp Schedules, the Official MPAL
biline Hockey Schedule, or as such activities are rescheduled in accordance with this
Agreorn=4 MPAL shall be on an equal footing with the general public regarding its use of
Parc, which shall include, but shall not be limited to, reservation requirements, priority of
reservation of Park facilities, and payment of reservation and other applicable fees. MPAL
shall exercise any exclusive use granted by this Agreement only in accordance with the term
of this Agreement and in accordance with any and all applicable laws and City policies.
C. Spring Soccer Season.
i. F.stabltshmeat of Spring Soccer Season. By December 1 of the preceding year, MPAL
shall provide written notice to City as provided herein of the starting and ending dates of
the twelve- to fourteen -week period in the spring of the following year during which
MPAL proposes to schedule and conduct field preparation and soccer practice sessions
and games at Pads. By Deca mber 31, the Meridian Parks and Ration Director shall
either provide written notice to MPAL of the acceptance of same, or shall notify the
MPAL Contact of ffiy necessary amendments. Upon City's mailing of City's written
acceptance of MPAL's proposed seaean, the proposed season shall be known as the
"Spring Soccer Season." Once established, the Spring Soyer Season may be amended
only upon communication between the MPAL Contact and the Meridian Parks and
Recreation Director. MPAL shall not be guaranteed priority use of the soccer fields at
Park if the Spring Soccer Season is amended after January 31.
2. Establishment of OAUW MPAL Spring Schedule. At least thirty (30) calendar days
prior to the: first day of the Spring Soccer Semon, MPAL shall provide written notice to
City as provided herein of its proposed practice and game schedule for the Spring Soccer
Season, which shall include proposed dates, times, locations (ie fields to be used), and
duration of each and every soccer practice union and soccer Some or soccer game day.
The proposed schedule shall also delineate the dates, times, locations, and duration of
soccer field preparation activities to be undertaken by MPAL prior to any and all practice
AGR ZmmrpoRDsvRL0pmMVr MJolNrUWOPHEROBsPAM PAGE 6 OF 14
sessions and games or game days. Within seven (7) calendar days of receipt of the
proposed schedule from MPAL, the Meridian Parks and Recreation Director shall either
Provide written notice to MPAL of the City's acceptance of same or shall notify the
MPAL Contact of any necessary ame ndmOM& Upon City's mailing of City's written
acceptance of MPAL's proposed schedule, the proposed achahrle shall be known as the
"Mcial MPAL Spring Schedule." Once established, the Official AeAL Spring
Schedule may be amended only upon communication between, the MPAL Contact and
the City Contact, AeAL shall not be guaranteed priority use of the soccer fields at park
if the Official AeAL Spring Schedule is amended niter January 31.
3. Fiid& Provided that MPAL strictly adheres to the scheduling requirements as set forth
in this Agreement, during the Spring Soccer Season, MPAL shall be untitled to wwhmve
use of the soccer fields in Park for sower practice session(s), soccer game(s), and field
preparation as scheduled in accordance with the Official WAL Spring Schedule for the
purposes serf forth theism and under the terms set forth in this Agreement, which use shall
preclude non NIDAL uses of the soccer fieds.
4. Shelters. Provided that MPAL strictly adheres to the sclieduling requirements as ad
forth in this Agracmant, during the Spring Soccer Season, MPAL shall be entitled to the
use of Park shelters as follows.
a. Shaker reservations made for during practice sessions and games on days other
than Saturdays. Between the establishment of the Spring Soccer Season as set forth
herein and January 31, MPAL shall be entitled to reserve one (1) shelter in Park
during practice sessions or game days which are scheduled per the Official MPA%
Spring Schedule for days other than Saturdays, for which reservation the shelter
reservation fee shall be waived. City shall have the right to reserve one (1) shelter for
non MPAL activities or uses, which reserved uses shall take precedence over
MPAL's non -reserved use of such shelter: In the event that MPAL does not reserve
either or both shelters in Park during a non -Saturday Some and/or practice session,
City shall have the right to reserve both shelters for non MPAL activities or uses,
which reserved uses shall take precedence over MPAL's non -reserved use of such
shelters. Afise January 31, MPAL shall be on equal footing with the general public
regarding shelter reservation requirements, priority of reservation, and payment of
shelter reservation fees.
b. Shelter reservations daring practice sessions and games on Saturdays. MPAL
shall be entitled to exclusive use of both shelters in Park on Saturdays during the
Spring Soccer Season, which use shall preclude non-AeAL reservations and/or uses
of the shelters. MPAL shall not be required to make a specific shelter reservation for
such use, and there shall be no shelter reservation fee for such use.
D. Nall Soccer Season.
1. Establishment of Fall Soccer Season. By December 1 of the preceding year, MPAL
shall provide written notice to City as provided heroin of the starting and ending dates of
AGREFME fFOR DEYELOPMmrAjwjo yr USE OFHEROESPAAK PAOB 7 of 14
the ten- to twelve -week period in the fall of the following year during which MPAL
Proposes to schedule and conduct field preparation and soccer practice sessions and
games at Park. By December 31, the Meridian Parks and Recreation Director shall either
provide written notice to MPAL of the acceptance of same, or shall notify the MPAL
Contact of any necessary amendments. Upon City's mailing of City's written acceptance
of MPAL's proposed season, the proposed season shall be known as the "Fall Soccer
Season." Once established, the Fait Soccer Season may be amended only upon
communication between the MPAL Contact and the Meridian Parks and Recreation
Director. MPAL shall not be guaranteed priority use of the soccer fields at Park if the
Fall Soccer Season is amended after January 31.
2. Establishment of Official MPAL Fall Schedule. At least thirty (3A) calendar days prior
to the first day of the Fall Soccer Season, MPAL shall provide written notice to City as
provided herein of its proposed practice and game schedule for the Fall Soccer Season,
which shall include proposed dates, times, locations (4c fields to be used), and duration
of each and every soccer practice session and soccer game or soccer game day. The
proposed schedule shall also delineate the dates, times, locations, and duration of soccer
field preparation activities to be undertaken by MPAL prior to any and all practice
sessions and games or game days. Within seven (7) calendar days of receipt of the
Proper schedule from MPAL, the Meridian Parks and Recreation Director shall mdw
provide written notice to MPAL of the City's acceptance of some or shall notify the
MPAL Contact of any necessary amendments. Upon City's mailing of City's written
acceptance of MPAL's proposed schedule, the proposed schedule shall be known as the
"Official MPAL Fall Schedule." Once established, the Official MPAL Fall Schedule
may be amended only upon communication between the MPAL Contact and the City
Contaet. MPAL shall not be guaranteed priority use of the soccer fields at Park if the
Official MPAL Fall Schedule is amended ager January 31.
I Fields. Provided that MPAL strictly adheres to the scheduling requirements as act forth
in this Agreeanent, during the Fall Soccer Season, MPAL shall be entitled to exclusive
use of the soccer fields in Park for soccer practice sessiou(s), soccer game(s), and field
preparation as scheduled in accordance with the Official MPAL Fall Schedule for the
Purposes act forth therein and under the terms set forth in this Agreement, which use shall
preclude non MPAL uses of the soccer fields.
4. Shelters. Provided that MPAL strictly adheres to the scheduling requirements as set
forth in this Agreement, during the Fall Soccer Season, MPAL shall be entitled to the use
of Park shelters as follows.
a. Shelter reservations made for daring practice sessions and games on days other
than Saturdays. Between the establishment of the Fall Soccer Season as set forth
herein and January 31, MPAL shall be entitled to reserve one (1) shelter in Paris
during Practice sessions or game days which are scheduled per the Official MPAL
Fall Schedule for days other than Saturdays, for which reservation the shelter
reservation fee shall be waived. City shall have the right to reserve one (1) shelter for
non MPAL activities or uses, which reserved uses shall take precedence over
AG=KWTF0ADBV&0Pmmr.4NDjow USE OPHEROESPAK PAGE 8OF 14
MPAL's non reserved use of such shelter. In the event that MPAL does not reserve
either or both shelters in Paris during a non -Saturday game and/or practice session,
City shall have the right to reserve both shelters for non-MPAL activities or uses,
which reserved uses shall take precedence over MPAL's non -reserved use of such
shelters. After January 31, MPAL shall be on equal footing with the general public
regarding shelter reservation requirements, priority of reservation, and payment of
shelter reservation fees.
b. Shelter reservations daring practice sessions and games on Saturdays. MPAL
shall be entitled to exclusive use of both shelters in Park on Saturdays daring the Fall
Som Season, which use shall preclude eon MPAL reservations and/or use of the
shelters. MPAL shall not be required to make a specific shelter reservation for such
use, and there shall be no shelter reservation fee for such use.
L Summer Soccer Camps.
1. Establishment of Official Jane and July Soccer Camp SchedaleL By December i of
the preceding year, MPAL shall provide written notice to City as provided herein of the
starting and ending dates of the two-week period in June of the following year and the
two-week period in July of the following year during which MPAL proposes to schedule
and conduct soccer camps at Park, which notice shall also include locations of such
camps (i.e fields to be used). By December 31, the Meridian Parks and Recreation
Director shall either provide written notice to MPAL of the acceptance of same, or shall
notify the MPAL Contact of any necessary amendments. Upon mailing of such written
acceptance fi+om City, MPAL's proposed soccer camp schedules shall be known
respectively as the "Official MPAL June Soccer Camp Schedule" and the `Official
MPAL July Soccer Camp Schedule." Once established, the Official MPAL June or July
Soccer Camp Schedules may be amended only upon eamnmmicetion betwoea the MPAL
Contact and the Meridian Packs and Recreation Director. MPAL shall not be guaranteed
priority use of the soccer fields at Park for the June or July Soo= Camp if the Official
MPAL June or July Soccer Camp Schedule is amended after January 31.
2. Plelds. Provided that MPAL strictly adheres to the scheduling requirements as set forth
in this Agreement, during the Iwo and July Soccer Camps, MPAL shall be, entitled to
exclusive use of no more than four (4) sooner fields in Park for soccer camps scheduled in
accordance with the Official MPAL June or July Soccer Camp Schedules, which use may
preclude non-MPAL uses of the scheduled soccer fields.
3. Sbelters. Provided that MPAL strictly adheres to flee scheduling requirements as set
forth in this Agreement, during the June and July Soccer Camps, MPAL shall be entitled
to the use of Park shelters as follows. Between the establishment of the Official June and
July Soccer Camp Schedules as set forth herein and January 31, MPAL shall be entitled
to reserve one (1) shelter in Park during the June and July Soccer Camps, for which
reservation the shelter reservation fee shall be waived. City shall maintain the right to
reserve one (1) shelter for non-MPAL activities or uses, which reserved uses shall take
precedence over MPAL's non -reserved use of such shelter. In the event that MPAL does
AGMW MrPVDBVAWPMM► AArDjoavT USB oPHHAR0BSPAM PACIB 9 OF 14
not reserve a shelter in Park during a June and July Soccer Camp, City shall have the
right to reserve both shelters for non MPAL activities or uses, which reserved uses shall
take precedence over MPAL's non -reserved use of such shelters. After January 31,
MPAL shall be on equal footing with the general public regarding shelter reservation
requirements, priority of reservation, and payment of shelter reservation fees.
F. Inline Hockey Season.
Establishment of Inline Hockey Season. By December 1 of die preceding year, MPAL
shall provide written notice to City as provided ham of the starting and ending dates of
the ten week period in the, summer of the following year during which MPAL proposes to
schedule and conduct playing surface preparation and .inline hockey practice sessions and
games at Park. By December 31, the Meridian Parks and Recreation Director shall either
provide written notice to MPAL of the acceptance of ane, or shall notify the MPAL
Contact of any necessary amendments. Upon City's mailing of City's written acceptance
of MPAL's proposed inline hockey season, the proposed season shall be known as the
"Inline Hockey Season" Once established, the Inline Hockey Scow may be amended
only upon communication between the MPAL Contact and the Meridian Paries and
Recreation Director. MPAL shall not be guaranteed priority use of the inline hockey
facility at Park if the Inline Hockey Season is amended after January 31.
2. Establishment of Official WAL Inline Hockey Schedule. At least thirty (30) calendar
days prior to the first day of the Inline Hockey Season, MPAL shall provide written
notice to City as provided herein of its proposed practice and game schedule for the
Inline Hockey Season, which shall include proposed dates, times, and duration of each
and every inline hockey practice session and game. The proposed schedule shall also
delineate the dates, times, and duration of playing surface preparation activities to be
undertaken by MPAL prior to any and all inline hockey practice sessions and games.
Within seven (7) calendar days of receipt of the proposed schedule from MPAL, the
Meridian Parks and Recreation Director shall either provide written notice to MPAL of
the City's acceptance of same or shall notify the MPAL Contact of any necessary
amendments. Upon City's mailing of City's written acceptance of MPAL's proposed
schedule, the proposed schedule shall be known as the "Official MPAL Inlin Hockey
Schedule." Once established, the Official MPAL Inline Hockey Schedule may be
amended only upon communication between the MPAL Contact and the City Contact.
MPAL shall not be guaranteed priority use of the inline hockey facility at Park if the
Official MPAL Inline Hockey Schedule is amended. after January 31.
3. IInliue hockey iacWty. Provided that MPAL strictly adheres to the scheduling
requirements as set &* in this Agreement, during the Inline Hockey Season, MPAL
shall be entitled to exclusive use of the inline hockey facility at Park for inline hockey
practice sessions, games, and playing surface preparation as scheduled in accordance
with the Official MPAL Inline Hockey Schedule for the purposes set forth therein and
under the terms set forth in this Agrecmen4 which use shall preclude non-MPAL uses of
the inline hockey facility at Park.
A0AKwP.NTFORDEYBLoPMENTAND✓OINT UsBOFHAOIrSPAW PAGE 10 of 14
4. Shelters. The provisions of this Agreement regarding inline hockey shall grant MPAL
no priority use of Park shelters. With regard to the use of the inline hockey fict'lity at
Park, MPAL shall be on equal footing with the general public regarding shelter
reservation requirements, priority of reservation, and payment of shelter reservation fees.
VL Notices.
Communication between the MPAL Contact and the City Contact regarding day -today matters
issues related to use, scheduling, and mafi n me c of Park) shall occur via e-mail,
faceiraile, 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 Umted
States mail, certified, return receipt requested, addressed as follows:
City of Meridian
Attn: Parks and Recreation Director
33 E. Idaho Avenue
Meridian, Idaho 83642
Meridian Police Activities League
Atte: Commissioner
250 N. Baltic Place, Suite A
Meridian, Idaho 83642.
Either party may change its authorized representative andlor address for the purpose of this
paragraph by giving written notice of such change to the other party in the manner herein
provided.
At the conclusion of each of the following, the MPAL Contact and the City Contact shall
together review the season to address any problems which may have arisen and to discuss
possible changes to improve matUn regarding the parties' joint use of Park: the Spring Soccer
Season, the June Soccer Camp, the July Soccer Camp, the Inline Hockey Season, and the Fall
Soccer Season.
If either party believes that the other party is not falfilling its obligations as established by this
Agreement, the complaining party shall give written notice of its complaint to the other party.
The party receiving the complaint shall, within fifteen (15) calendar days, correct the situation
and confirm the correction in writing, or red ect the complaint, explaining the mitigating
circumstances and why a remedy cannot be achieved.
DL Assignmient.
AoR&wmffFoR DEYELOPMBNTAND Jmr UXg oFHEROBSPARK PANE 11 of 14
City shall not assign or sublet all or any portion of City's intemst in this Agreement or any
privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent
of MPAL. MPAL shall not assign or sublet all our any portion of MPAL'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 twos and oonditions
hereof shall apply to and are binding upon the respective organizations, legal representative,
successors, and assigns of the parties.
X No sawev.
Neither MPAL 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.
XL indemni8caatlon.
MPAL and each and all of its employees, agents, contractors, officials, officers, servants, guests,
and/or invitees, and all participants in MPAL 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 axpenses caused or incurred by MPAL or any MPAL
employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in
or observer of MPAL 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. MPAL shall maintain,
and specifically agrees that it will maintain, throughout the teen of this MOU, liability insurance
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 due to the actions or omissions of MPAL or any MPAL
employee., ager, contractor, official, officer, servant, guest, and/or invitae, or any participant in
or observer of MPAL programming, MPAL 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. City makes no warranty or promise as to the condition, safely,
useihlness, or habitability of the premises; MPAL accepts Park for use as is, both at the Effective
Date of this Agreement and for each practice session, game, and/or game day.
XII. Comaliance 20 Laws.
In performing the scope of services required hereunder, City and MPAL shall comply with all
applicable laws, ordinances, and codes of Federal, State„ and local governments.
XIII. Atlaornev 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
ACRS mmffPORDzPnopm&ffANDJomrUmoFHERoosPARK PAGE120P14
provision shall be deemed to be a separate contract between the parties and shall survive any
default, termination or forfeiture of this Agreement.
XIV. Tam of Agreement
This Agreement shall become effective as of the Effective Date upon execution by both parties,
and shall expire twenty-two (22) years from the Effective Date 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 mewed
automatically for one-year periods thereafter unless terminated by either party in the manner
provided in this Agreement.
XV. Termination.
A. Grounds for termination. Grounds for termination of this Agreement shall include, but
shall not be limited to:
1. An act or omission by either party which breaches any term of this Agreement.
2. An act of nature or other unforeseeable event which precludes or makes impossible the
performance of the terms of this Agreement by either party.
3. A change in circumstances that renders the performance by either party a detriment to the
public health, safety, or welfare.
B. Termination process. Either party may terminate this Agreement by providing (6) months
advance written notice of intention to ter inmate Such written notice shall include a
desmiption of the breach or circumstances providing grounds far termination. A ninety (90)
day cure period shall conmiu ere upon mailing of the notice of intention to terminate. If,
upon the expiration of such cure period, cure of the broach or circumstances providing
grounds for termination has not occurred, this Agreement may be terminated upon provision
of written notice of termination.
XVI. Constractbn and Severabitity.
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.
XVII. EXM&.
All exhibits to this Agreement are incorporated by reference and made a part of this Agreement
as if the exhibits were set forth in their entirety in this Agreement.
XVIII. Entire Aereement.
A oA em mTFox DBYBLopmmB 7AmDJomrZISEOFHBRo&4PAm PAGE 13 OF 14
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.
XIX 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 m enforcement.
This Agreement shall be govemed by and construed and enforced in accordance with the laws of
the State of Idaho.
XXL Approval Reaalred,
This Agreement shall not become effective or binding until approved by the respective
governing bodies of both City and MPAL.
IN WITNESS WSEREOF, 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 POLICE ACTIVTr1ES LEAGUE:
CITY OF M]MW1AN:
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EXHIBIT B:
MORTGAGE NOTE
MORTGAGE AND SECURITY AGREEMENT
AGRBww F01tDBYBLOPIIIBNTANDJOINT U ssOFHBROBSPARIC ExHmrrB
ADA COUNTY RECORDER J. DAVID NAVMRO ANOUNr .00 17
BORE IDAHO 09/08108 M85 PN
DEPUTY BmIsObAlIgg III'llallll'I'I�'�'III'I�IIII'II�
REONDED-REQUEST OF 10$099408
Nsddlo City
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT effective as of August L.V, 2008,
by Meridian Police Activities League, Inc., a nonprofit corporation organized under the laws of
the State of Idaho, whose address is 250 N. Baltic Place, Suite A, Meridian, Idaho 83642, as
mortgagor (hereiaafta "Promisoel, and the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho
83642 as mortgagee (heraaaftsr "Holder').
WHEREAS, Promisor is indebted to Holder in the original principal sum of Three
Hundred and Twenty -Bight Thousand Dollars ($328,000.00), which indebtedness is evidenced
and represented by that certain Mortgage Note of even date from Promiar to Holder (the
Mortgage Note together with all substitutions, consolidations, modifications, replacements,
ren Ab men% increases, renewals, and extensions thereof', in whole or in part, shall collectively
be referred to as the "Note"); and
WHEREAS, Holder, as a condition precedent to the extension of credit and the making
of the loan evidenced by the Note, has required that Promisor provide Holder with security for
the repayment of the indebtedness evidenced by the Note as well as for the performance,
observance and discharge by Promisor of various covenants, conditions and agreements made by
Promisor to, with, in favor o4 and for the benefit of; Holder with respect to such indebtedness
and security;
NOW, REFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby aclmowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, Promisor and Holder agree as follows:
1. Grants of Secarlty.
1.1 Property Granted. In consideration of and in order to secure the repayment,
observance, performance and discharge by Promisor of the Secured Obligations (as defined
below), Promisor grants, bargains, sells, aliens, remises, releases, conveys, assigns, transfers,
pledges, delivers, sets over, hypothecates, warrants, and confirms to Holder, as beneficiary
hereunder, subject to the terms and conditions of this Mortgage and Security Agreement, all
estate, right, title and interest that Promisor now has or may later acquire in and to the following
described properties, rights and interests and all replacements of, substitutions for, and additions
thereto (all of which are referred to below as the "Property'7:
1.1.1 Real Property. The real property in Ada County, Idaho, described, in
Nx* M A attached hereto and made a part hereof (the "Real Property").
1.1.2 Improvements. All buildings, structures and other improvements of any
kind, nature or description now or hereafter erected, constructed, placed or located upon the Real
Property (the "Inuproveme-- I.
1.1.3 Appartenanees. All tenements, hereditaments, strips and gores of land,
rights-of-way, easements, privileges and other appurtenances now or hereafter belonging or in
MORMOe.wvSaCURr MORseaMr PAOB t or 12
any way appertaining to the Real Property, including, without limitation, all right, title and
interest of the Promisor in any after-acquired right, title, interest, remainder or reversion, in and
to the beds of any ways, streets, avenues, roads, alleys, passages and public places, open or
proposed, in font of, running through, adjoiuung or adjacent to the Real Property; all minerals,
royalties, gas rights, water, water rights, water stock, flowers, shrubs, lawn plants, crops, trees,
timber and other emblementa now or hereafter located on, under, or above all or any part of the
Real Property (the "Appurtenances'l.
UA Condemnation Awards. Any and all awards, payments or settlements,
including interest thereon, and the right to receive the same, as a result of (a) the exercise of the
right of eminent domain, (b) the altamtion of the grade of any street, and (c) any other injury,
damage or casualty to, taking of; or decrease in the value og the Property, to the extant of all
amounts that may be secured by this Mortgage and Security Agreement at the data of any such
award or payment, including but not limited to Reasonable Attorneys' Fees (as defined below),
costs, and disbursements incurred by Holder in connection with the collection of such award or
payment.
1.2 Secured Obligations. This Mortgage and Security Agreement and the grants,
assignments and transfers made hewn aro given for the purpose of securing all of the following,
in such order of priority as Holder may determine in its sole discretion (the "Secured
Obligations'):
1.2.1 The payment of the indebtedness evidenced by the Note in lawful money
of the United States of America to the extent authorized by the Note or the other Loan
1.2.2 The peaf mance of all other obligations of Promisor herein.
1.2.3 The performance of each obligation of Promisor in the Loan Documents in
addition to the payment of the Note.
1.2A The performance of each obligation in the Loan Domments of any person
guaranteeing the payment of the Note or any portion thereof or performance by Promisor of any
teams of this Mortgage and Security Agreement, if any.
1.25 The performance of each obligation of Promisor and any guarantor in any
renewal, extensi(n, modification, consolidation, change, substitution, replacement for,
restat�em or increase of all or any part of the Note, this Mortgage and Security Agreement or
the other Loan Documents.
2. Promisor Covenants. Promisor covenants and agrees as follows:
2.1 Payment of Note. Promisor shall pay the Note in accordance with the teams of
the Note, and sball promptly and punctually pay pmt to the terms of the Note, this Mortgage
and Security Agreement, and all other documents and instruments executed in connection with
the indebtedness evidenced by the Note and secured by this Mortgage and Security Agreement
(herainaftw collectively referred to as the "Loan Documents"). H and when the Properly or any
portion thereof is sold, through foreclosure, eminent domain, or otherwise, whether such sale is
MoRTG.4Gz&M$z JArffAG"EWOr PAGE 2OF 12
voluntary or involuntary, prior to the receipt by Holder of payment of the Note, Holder shall
have the nght, whether or not a deficiency judgment on the Note shall have bow sought,
recovered or denied, to receive the award or payment, or a portion thereof sufficient to pay the
Secured Obligations.
2.2 Performance of Other Obligations. Promisor shall perfomm, owrnply with, and
abide by each and every one of the covenants, ageenients and conditions contained and set f &
in the Note, this Mortgage and Security Agreement, and the other Loan Documents and shall
comply with all laws, ordinances, rules, regulations and orders of any governmental suthorities
having jurisdiction over the Property that now or hereafter affect the Property or requires any
alterations or improveanents to be made thereon, and shall perform all of its obligations under
any covenant, condition, restriction or agreement of record affecting the Property and shall
insure that at all times the property constitutes one or more legal lots capable of being conveyed
without violation of any subdivision or platting laws, ordinances, rules or regulations, or other
laws relating to the division or separation of real property.
2.3 Compliance wltk Laws. Promisor shall observe, abide by, and comply with all
statutes, ordinances, laws, orders, requirements or decrees relating to the Property enacted,
promulgated or issued by any federal, state, county or local governmental authority or any
agency or subdivision thereof having jurisdiction over Promisor or the Properly. Promisor shall
observe and comply with all conditions and requirements necessary to preserve and extend any
and all rights, licenses, permits, privileges, fiunchum and concessions that aro or become
applicable to the Property or that have been pvtod to or contracted for by Promisor in
cormection with any existing, presently contemplated or finturc use of the Property.
2A Preservation and Maintenance of Property. Promisor shall keep all
hmprovements now existing or hereafter erected on the Real Property in good order and repair
and shall not do or permit any waste, impairment or deterioration thereof or thereon, nor alter,
remove, or demolish any of theImprovemertte without the prior written consent of Holder.
Promisor shall not do or peamit any act whereby the property shall become leas valuable, be used
for purposes contrary to applicable law, or be used in any manner that will increase the premium
for or result in a termination or cancellation of the insurance policies hereinafter required to be
kept and maintained on the Property.
2.5 Hazardous Waste.
2.5.1 Promisor at all times shall keep the Property and ground water of the
Property five of Hazardous Materials as defined below. Promisor shall not and shall not
knowingly permit its tenants or any third party requiring the consent of Promisor to enter the
Property, to use, generate, manufacture, treat, store, release, threaten release, or dispose of
Hazardous Materials in, on, or about the Property or the ground water of the Property in violation
of any federal, regional, state, or local law, decision, statute, rule, ordinance or regulation
currently in existence or hereinafter enacted or rendered (collectively the "Hazardous Waste
Laws"). Promisor shall give Holder prompt written notice of any claim by any person, enemy, of
governmental agency that a significant release or disposal of Hazardous Materials has occurred
in, on, or under the Property in excess of legal limits. Promisor, at its cost, shall promptly and
thoroughly investigate suspected Hazardous Materials contamination of the Property. Promisor
moRnuGvA=S&xw77A0sBwEw PAW OF 12
shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials found on the
property or in the ground water of the Property if such actions are required by Hazardous Waste
Laws, and whether or not promisor was responsible for the existence of the Hazardous Materials
in, on or about the Property or the ground water of the Property. Hazardous Materials shall
include but not be limited to substances defined as "hazardous substances," "hazardous
materials," or "toxic substanOw" in The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, by the Superfimd Amendments and
Reauthorization Act of 1986, The Hazardous Materials Transportation Act of 1994. The
Resource Conservation and Recovery Act of 1976, as amended by The Used Oiler Recycling Act
of 1980, The Solid Waste Disposal Art amendment of 1984, The Toxic Substances Control Act,
The Cleau Air Act, The Clean Water Act, Idaho Environmental Protection and Health Act (Idaho
Code §§ 39-101 to 39-130), Idaho Radiation and Nuclear Material Act (Idaho Code §§ 39-3001
to 39-3030), Idaho Water Quality Act (Idaho Code §§ 39-3601 to 39-3639), Idaho Hazardous
Waste Management Act (Idaho Code §§ 394401 to 39-4432), Idaho Hazardous Substs =
Emergency Response Act (Idaho Code §§ 39-7101 to 39-7115), Idaho Petroleum Clean Water
Trust Fund Act (Idaho Code §§ 41-4901 to 414948), Idaho Land Reclamation Act (Idaho Code
§§ 39-7201 to 39-7210), Idaho Solid Waste Facilities Act (Idaho Code §§ 39-7401 to 39-7420),
Idaho Sale and Disposal of Batteries Act (Idaho Code §§ 39-7001 to 39-7004), Idaho PCB Waste
Disposal Act (Idaho Code §§ 39-6201 to 39-6216) or in any other Hazardous Waste Laws. In
addition, Promisor shall not put any underground storage tanlas on the Real Property.
25.2 Promisor shall indemnify Holder and hold Holder harmless from and
against any and all losses, liabilities, damages, injuries, costa, expenses and claims of any and
every kind whatsoever paid, incurred or suffered by, or asserted against Holder for, with respect
to, or as a direct or indirect result of, the presence in, on, or under, or the escape, seepage,
leakage, spillage, discharge, emission, or release from, the Property of any Hazardous Materials
(including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Hazardous Waste Laws), regardless of the source of origination and
whether or not caused by, or within the control of. Promisor.
2.6 Acc essibi ity. Promisor at all times shall maintain the Property in full compliance
with all existing and hereafter enacted federal, state, county, regional or local laws, ordinances,
rules and regulations governing accessibility for the disabled, including but not limited to The
Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Fair Homing Act of
1988, and The Americans with Disabilities Act (the "Accessibility Laws'). Promisor shall
indemnify Holder and hold Holder harmless from and against any and all losses, liabilities,
damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or
suffered by, or asserted against Holder for, with respect to, or as a direct or indirect result of the
non-compliance of the Property with the Accessibility Laws whether or not caused by, or within
the control of, Promisor.
2.7 Payment of Taxes, Assessments and Other Charges.
2.7.1 Promisor shall pay all taxes, assessments, and other charges -that are or
may be hereaftcr levied or assessed upon or against the Property, when the same shall become
due and payable according to law, before the some become delinquent, and before any interred or
penalty shall attach thereto. Promisor shall deliver official receipts evidencing the payment of
MomwosAmSscuRr rYAam=aw ' PAGE 4OF 12
the same to Holder not later than thirty (30) days following paymsrut. Promisor shall have the
right to coyest, in good faith, the proposed assessment of ad valorem taxes or special
assessments by governmental authorities having jurisdiction over the Property provided,
however, Promisor shall give written notice thereof to Holder and Holder may, in its sole
discretion, require Promisor to post a bond or other collateral satisfactory to Holder in
connection with any such action by Promisor:
2.7.2 Promisor represents and warrants to Holder that Promisor has filed all
federal, state, county, municipal, and city income and other tax returns required to have been
Mod by it and have paid all taxes and related liabilities which have become due pursuant to such
returns or pursuant to any assessments received by it. Promisor does not /mow of any basis for
any additional assessment in respect of any such taxes and related liabilities for prior years.
2.8 Payment of Liens, Charges and Encumbrances. Promisor shall immediately
pay and discharge from time to time when the some shall become due all lawful claims and
demands of mechanics, mataialmen, laborers and others that, if unpaid, might result in, or
permit the creation of; a lien, charge or encumbrance upon the Property or any part thereof;
and/or to do or cause to be done everything necessary so that the lien of this Mortgage and
Security Agreemmt shall be fully preserved, at the cost of Promisor, without expense to Holder.
2.9 Payment of Mortgage Taws. Promisor shall pay any and all taxes that may be
levied or assessed directly or indirectly upon the Note and/or this Mortgage and Security
Agreement or the debt secured hereby, without regard to any law that may be hereafter enacted
imposing payment of the whole or any part thereof upon Holder, its stiocessors or assigns.
2.10 Insurance.
2.10.1 Promisor shall obtain and maintain, or cause to be maintained, insurance
for Promisor and the Property providing at least the hollowing coverages:
(a) Property Insurance. If and/or when applicable, insurance with
respect to the Improvements and building equipment insuring against any peril in an amount
equal to amounts at all times sufficient to prevent Holder from becoming a co-insurer within the
terms of the applicable policies and under applicable law, but in any event such insurance shall
be maintained in an amount equal to the fillinsurable value of the Improvements and building
equipment on the Property. The term' full insurable value" means the actual replacement cost of
the improvements and building equipment (without talang into account any depreciation, and
exclusive of excavations, footings and foundations, landscaping, and paving) detemdned
annually by an insurer, a recognized independent insurance broker, or an independent appraiser:
The Policy shall provide that: (i) all proceeds be payable to Holder as set forth in this Mortgage
and Security Agreement and shall contain a standard "non-contributory mortgagee" enddorse memt
or its equivalent relating, inter alio, to recovery by Holster not JLUI Jstaading the negligent or
willful acts or omission of Promisor, and (iu) a provision that such policy shall not be canceled or
terminated, nor shall it empire, without at least thirty (30) days' prior written notice to Holster.
(b) Liability Insurance. General liability insurance, including bodily
injury, death and property damage liability insurance, against any and all claims, including all
MOKMC 6ANDS6WN"AON"OVT PAOSSof 12
legal liability to the extent insurable and imposed upon Holder and all court costs and attorneys'
feta and expanses, arising out of or connected with the possession, use, leasing, operation,
maintenance or condition of the Property in such amounts as are generally available at
commercially reasonable premiums and are generally required by institutional Holders for
'es comparable to the Property but in no event for a combined single limit of less than
,The Policy shall name Holder as an additional named insured and shall contain a
provision that such policy shall not be canceled or terminated, nor shall it expire, without at least
thirty (30) days' prior written notice to Holder.
2.10.2 Promisor shall comply with all insurance requirements and shall not bring
or keep or permit to be brought or kept any article upon any of the Property or cause or permit
any condition to exist thereon that would be prohibited, by an insurance requirement, or would
invalidate the insu ram coverage required hereunder to be maintained by Promisor on or with
respect to any part of the Property pursuant to this Section.
2.10.3 if the Property shall be damaged or destroyed, in whole or in part, by fire
or other casualty, Promisor shall give prompt notice of such damage to Holder and Promisor
shall promptly commence and diligently prosecute the completion of the repair and restoration of
the property as nearly as possible to the condition the Property was in immediately prior to such
fire or other casualty.
2.10A The insurance coverage required hereunder may be effected under a
blanket policy or policies covering the Property and other properties and assets not constituting a
part of the security hereunder; provided that any such blanket policy shall specify, except in the
can of public liability insurance, the portion of the total coverage of such policy that is allocated
to the Property, and any sublimit in such blanket policy applicable to the Property, and shall in
any case comply in all other respects with the requirements of this Section.
2.105 Promisor waives any and all right to claim or recover against Holder, its
officers, eamployoos, agents and representatives, by way of subrogation or otherwise, for any loss
sustained by Promisor, or any loss or damage to the Property, Promisor's property or the
property of others under Promisor's control from any cause insured against or required to be
insured against by the provisions of this Mortgage and Security Agreement.
2.11 Condemnation. Promisor shall promptly give Holder notice of the actual or
threatened commencanerrt of any condemnation or eminent domain proceeding and shall deliver
to Holder copies of say and all papers served in connection with such proceedings. Holder may
participate in any such proceedings to the extent permitted by law. Promisor shall, at its
acpernse, diligently prosecute any such proceedings, and shall consult with Holder, its attorneys
and experts, and cooperate with than in tha carrying on or defense of any such proceedings.
Notwithstanding any taking by any public or quasi -public authority tbrough eminent domain or
otherwise (including, but not limited to any transfer made in lieu of or in anticipation of the
exercise of such taking), Promisor shall pay the Secured Obligations in the mamer provided for
its payment in the Note and in this Mortgage and Severity Agreement.
2.12 Examination of Promisor's Records and Premises.
MORS ORANDSECUM77AOREZWMT PAGE 6GR12
2.12.1 Promisor shall maintain complete and accurate books and records showing
in detail the income and expenses of the Property, and shall permit Holder and its representatives
to examine such books and records and all supporting vouchers and data during normal business
hours and from time to time upon request by Holder, in such place as such books ad records are
customarily kept. Upon the occurrence of an Bvent of Default, Holder shall have the right to
require that the financial statements be audited and certified by a certified public accountant
acceptable to Holder, at the sole cost and expense of Promisor.
2.12.2 Holder, and/or its agents, shall have the right and shall be permitted, but
shall not be required, at all reasonable tunes, to enter upon and inspect the Property to insure
compliance with the covenants, agreements, and conditions set forth in this Mortgage and
Security Agreement.
3. Warranty of Title. Promisor raPrmnts and warrants to Holder that Promisor has good
title to the Property and has the right to mortgage, grant, bargain, sell, pledgn assign, warrant,
transfer and convey the same and that Promisor possesses a fee simple absolute estate in the Real
Property and that it owns the Property free and clear of all liens, encumbrances and charges
whatsoever except for two prior mortgages and real property taxes for years subsequent to 2008,
which are not yet due and payable (the "Permitted Exeeptiom "). Promisor shall forever warrant,
defend and preserve the title and the validity and priority of the lien of this Mortgage and
Security Agreement and shall forever warrant and defend the same to Holder against the claims
of all persons whomsoever.
4. Farther Eneambraace Prohibited. Promisor shall not, without the prior written
consent of Holder, mortgage, grant, bargain, encumber, pledge, assign, or oduzwise transfer the
Property or any part thereof or permit the Property or any part thereof to be mortgaged, granted,
bargained, encumbered, pledged, assigned, or otherwise transferred.
5. Default. The occurrence of any one or more of the following events shall constitute an
"Event of Default":
5.1 Failure to make any payment of the entire amount of tate Secured Obligations in
accordance with the terns of the Note, this M~ and Security Agreement, and all other
Loan Documents.
5.2 If any representation or warranty of Promisor, or any member, general partner,
principal or beneficial owner of any of the foregoing, made herein, or in any other Loan
Document, or in any guaranty, or in any certificate, report, financial statement or other
instrument or document furnished to Holder shall have been false or misleading in any material
respect when made.
5.3 If (i) Promisor or any Guarantor shall commence any case, proceeding or other
action (A) under any existing or firtnre law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, renrgarrization, conservatorship or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, wimdmgrup, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking appointment of a
MORMGE "D SeCURtTPAGRffkMT PAGE 7 OF 12
receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
part of its assets, or the Promisor or any Ouarantor shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against Promisor or any Grantor any
one, proceeding or other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for relief or any such adjudication or appointment or (B) ins
undies, undischarged or unbonded for a period of sixty (60) days; or ('iii) there shall be
commenced against the Promisor or any Guarantor any one, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of any order for any such relief which shall
not have bean vacated, discharged, or stayed or bonded pending appeal within sixty (60) days
from the entry thereof or (iv) the Promisor or any Guarantor shall take any action in fartherance
of, or indicating its consent to, approval o4 or acquiescence in, any of the acts sat forth in clause
(i), (ii), or (iii) above; or (v) the Promisor or any Guarantor shall generally not, or shall be unable
to, or shall admit in writing its inability to, pay its debts as they become due.
5A Except for the specific defaults set forth in this Section, any other default under
any Loan Document by Promisor, which default is not cured within thirty (30) days after writ
notice from Holder to Promisor, provided that if such default cannot reasonably be cured within
such thirty (30) day period and Promisor shall have commenced to cure such default within such
thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such
thirty (30) day period shall be extended for ro long as it shall require Promisor in the exercise of
due diligence to aura such default, it being agreed that no such extension shall be far a period in
excess of ninety (90) days, unless, only in the case of clues that require construction or remedial
work, such cure cannot with diligence be completed within such ninety (90) day period, in which
case such period shall be extended for an additional ninety (90) days.
6. Rights and Remedies.
6.1 Remedies. Upon the occurrence of any Event of Default; Holder may take such
action, without notice or demand, as it deems advisable to protect and enforce its rights against
Promisor and in and to the Property, including, but not limited to the, following actions, each of
which may, to the extent permitted by applicable law, be pursued concurrently or otherwise, at
such time and in such order as Holder may determine, in its sole discretion, without impairing or
otherwise affecting the other rights and remedies of Holder.
6.1.1 Declare the entire unpaid Secured Obligations to be immediately due and
payable.
6.1.2 Institute proceedings, judicial or othereris% for the complete Soreclosure of
this Mortgage under any applicable provision of law in which case the Property or any interest
therein may be sold for cash or upon credit in one or more parcels or in several interests or
portions and in any order or manner.
6.1.3 Institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein, in the Note or in the
other Loan Docrmnents.
MORMOSOM SBCG9MAcR8874W PAM 8 OF 12
6.1A Apply for the appointment of a receiver, trustee, liquidator or consenW=
of the Property, without notice and without regard for the adequacy of the security for the
Secured Obligations and without regard for the solvency of Promisor or of any person, film or
other entity liable for the payment of the Seamed Obligations.
6.1.5 Subject to any applicable law, Holder may enter into or upon the Property,
either personally or by its agents, nominees or attorneys and dispossess Promisor and its agents
and servants therefrom, without liability for trespass, damages or otherwise and exclude
Promisor and its agents or servants wholly therefrom, and Promisor agrees to surrender
possession of the Property to Holder upon demand, and. thereupon Holder may (i) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the
Property; (ir) apply the receipts from the Property to the payment of the Seared Obligations
after deducting therefrom all expenses (including Reasonable Attorneys' Fees) incurred in
connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other
Charges, insurance and other expenses in connection with the Property, as well as just and
reasonable compensation for the services of Holder, its counsel, agents and employees.
6.1.6 Pursue such other remedies as Holder may have under applicable law.
Notwithstanding the provisions of this Section to the contrary, if any Event of Default
shall occur, the entire unpaid Secured Obligations shall be automatically due and payable,
without any further notice, demand or other action by Holder.
6.2 Right to Care Defaults. Upon the occurrence of any Evert of Default, Holder
may, but without any obligation to do so and without notice to or demand on Promisor and
without releasing Promisor from any obligation hereunder, cure the same in such manner and to
such extent as Holder may deem necessary to protect the security hereof Holder is authorized to
enter ter upon the Property for such purposes, or appear in, defend, or bring any action or
proceeding to protect its interest in the Property or to foreclose this Mortgage and Security
Anent or collect the Secured Obligations, and the cost and expense thereof ('concluding
Reasonable Attorneys' Fees to the extent permitted by law) shall constitute a portion of the
Secured Obligations and shall be due and payable to Holder upon demand. All such gets and
expenses incurred by Holder in remedying such Evert of Default or in appearing in, defending,
or bringing any such action or proceeding shall bear interest at the statutory rate for the period
after notice from Holder that such cost or expense was incurred to the date of payment to Holder.
All such costs and expenses incurred by Holder together with interest thereon calculated at the
statutory rate shall be deemed to constitute a portion of the Segued Obligations and be secured
by this Mortgage and Security Agreement and the other Loan Documents and shall be
immediately due and payable upon demand by Holder therefor.
6.3 Other Rights.
63.1 The failure of Holder to insist upon sterid performance of any team hereof
shall not be deemed to be a waiver of any term of this Mortgage and Security Agreement.
Promisor shall not be relieved of Promisor's obligations hereunder by reason of (i) the failure of
Holder to comply with any request of Promisor to take any action to foreclose this Mortgage and
Security Agreement or otherwise enforce any of the provisions hereof or of the Note or the other
maRmozAwSxc=7AaRaarlw PAGE 90812
Loan Documents, (ii, the release, regardless of consideration, of the whole or any part of the
Property, or of any person liable for the Secured Obligations or any portion thereof; or (iii) any
went or stipulation by Holier modifying or supplmnenting the terms of the Note, this
Mortgage and Security Agreement or the other Loan Documents.
63.2 The risk of loss or damage to the Property is on Promisor, and Holder
shall have no liability whatsoever for decline in value of the Property, for failure to maintain the
insurance policies required hereunder, or for failure to determine whether insurance in force is
adequate as to the amount of risks insured.
6.3.3 Holder may take action to enforce any covenant hereof without prejudice
to the right of Holder thereafter to foreclose this Mortgage. The rights of Holder under this
Mortgage and Security Agreement shall be separate, distinct and cumulative and none shall be
given effect to the exclusion of the others. No act of Holder shall be construed as an election to
proceed under any one provision herein to the exclusion of any other provision. Holder shall not
be limited exclusively to the rights and remedies herein stated but shall be entitled to every right
and remedy now or hereafter afforded at law or in equity.
7. Indemaificatlon. If Holder shall became a party either as plaintiff or as defendant, in
any action, suit, appeal or legal proceeding (including, without limitation, foreclosure,
condemnation, bankruptcy, administrative proceedings or any proceeding wherein proof of claim
is by law required to be Sled), hearing, motion or application before any court or administrative
body in relation to the Property or the lien and security interest granted or created hereby or
herein, or for the recovery or protection of said indebtedness or the Property, or for the
foreclosure of this Mortgage, Promisor shall save and hold Holder harmless from and against any
and all costs and expenses incurred by Holder on account thereof, including, but not limited to,
Reasonable Attorneys' Fees, title searches and abstract and survey charges, at all trial and
appellate levels, and Promisor shall repay, on demand, all such costs and agxmses, together with
interest thereon; all of which sums, if unpaid, shall be added to and become a part of the
indebtedness secured hereby.
& Usury Savings Clause. Notwithstanding any provisions in the Note or in this Mortgage
and Security Agreement to the contrary, the total liability for payments in the nature of interest
including but not limited to default interest shall not exceed the limits imposed by the laws of the
State of Idaho or, if controlling, the United States relating to maximum allowable charges of
interest. Holder shall not be entitled to receive, collect or apply, as interest on the indebtedness
evidenced by the Note, any amount in excess of the maximum lawful rate of interest permitted to
be charged by applicable law. N Holder ever receives, collects or applies as interest any such
excess, such amount that would be excessive interest shall be applied to reduce the unpaid
balance of the indebtedness evidenced by the Note. If the unpaid balance of such indebtedness
has been paid in full, any remaining excess shall be paid to Promisor.
9. Notices. All notices or other written communications hereunder shall be deemed to have
been properly given (a) upon delivery, if delivered in person or by facsimile transmission with
receipt acknowledged by the recipient thereof (b) one (1) business day after having been
deposited for overnight delivery with any reputable overnight courier service, or (c) three (3)
business days after having been deposited in any post office or mail depository regularly
M0RnMG8 yM sBC .,t PAoE 10 of 12
maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
If to Promisor. Meridian Police Activities League, Inc.
Attn: Commissioner
250 N. Baltic Place, Suite A
Meridian, M 83642
If to Holder. City of Meridian
Attn: City Attorney
33 B. Idaho Avenue
Meridian, M 83642
Either party by notice to the other may desismW additional or different addresses for subsequent
notices or commwnrcationa.
10. Governing Law. This Mortgage and Security Agreement is to be governed by and
construed in accordance with the laws of the state of Idaho and, if controlling, by the laws of the
United States and shall be binding upon Promisor, its hens„ personal representatives, successors
and assigns and shall inure to the benefit of Holder, its successors and assigns. All rights,
powers and remedies provided in this Mortgage and security Agreement may be exercised only
to the extent that the exercise thereof does not violate any applicable provisions of law and are
intended to be limited to the extent necessary so that they will not render this Mortgage and
Security Agreement invalid, unenfinceable or not entitled to be recorded, registered or filed
under the provisions of any Applicable Law.
11. Terminology. The provisions hereof shall be binding upon Promisor and the hears,
personal representatives, successors and assigns of Promisor, and shall inure to the benefit of
Holder, its successors and assigns. Where more than one Promisor is named herein, the
obligations and liabilities of said Promisor shall be joint and several. Wherever used in this
Mortgage and Security Agreement, unless the context clearly indicates a contrary intent or unless
otherwise specifically provided herein, the word `P miaor" shall mean Promisor and/or any
subsequent owner or owners of the Property, the word "Holder" shall mean Holder or any
subsequent holder or holders of this Mortgage and Security Agreement the word "Noth" WWI
mean the Note secured by this Mortgage and Security Agreement, and the word "person" shall
mean an individual, trustee, trust, corporation, putm9np or unincorporated association. As
used herein, the phrase "Reasonable Attomeys' Pees" shall mean fees charged by attorneys
selected by Holder based upon such attorneys' thea prevailing hourly rates as opposed to any
statutory presumption specified by any statute then in effect in the State of Idaho.
12, Inappiicabie Provisions. If any term of this Mortgage or any application thereof shall
be invalid or un enforceable, the remainder of this Mortgage and any other application of the term
shall not be affected thereby.
13. Modifications. This Mortgage and Security Agreement cannot be changed, altered,
amended or modified except by an agreement in writing and in recordable form, executed by
both Promisor and Holder.
Molt7Y azANnSzcuwPAaREEww PAs li e' 12
14. Captions. The captions set forth at the beginning of the various sections of this
Mortgage and Security Agreement are for convenience only and shall not be used to interpret or
construe the provisions of this Mortgage and Security Amt.
15. Entire Agreement. The Note, this Mortgage and Security Agreement and the other
Loan Documents constitute the entire understanding and agreement between Promisor and
Holder with respect to the transactions arising in connection with the Secured Obligations and
supersede all prior written or oral understandings and agreements between Promisor and Holder
with respect thereto.
W WITNESS WHEREOF, Promisor bas executed this Mortgage and Secnrby
Agreement as of the day and year first written above.
PROMISOR
Meridian Police Activities Leagues Inc,
T aunissionor
STATE OF IDAHO )
ss:
County of ADA )
I HEREBY CERTIFY that on this 14 day of August, 2008, before the undersigned, a
Notary Public in the State of Idaho, personally appeared TOM ROY, lmown to me to be the
pwwn who executed the said instrument, and wimowledged to me that he executed the same.
IN Wnms WHBREOF, I have hereunto set my hand and affixed my official seal, the
day sady cate fust above -
�. LoTA*,, tary tic for Idaho
r * s at $� ?fid . Idaho�o
B L3G = mmission Expires: _y60ii
.• �C
IN WrrNk$3e, REOF, Holder Las executed this Mortgage and Secnrlty
Agreement as of the day and year first written above.
HOLDER: ����'� Op
City of Attest:
- SICAL
By: Ta • r aycee City Cl _
MOFJWOEA1W SEC EM TA OXUAWff PAGE 12 of 12
EXHIBIT A:
DESCRIPTION OF REAL PROPERTY
MORroAGBAND S cEw7YAGQRwfMff SIT A
Q& Code RtisM AM. 91 EMP
049 it 12 1
F1 Ng.! Policy Date of -Policy: Amt. of Insurance' Premium Amt.
291486 ZB213309 March 3, 2008 at 7:30:00 $10,000.00 $200.00
AM
Old Republic National Title Insurance Company
LITIGATION GUARANTEE
SCHEDULE A
1. Name of Assured:
Meridian Police Activities League, Inc.
2. Title to said estate or interest at the date hereof is vested in:
Meridian Police Aedvities League, Inc.
3. The estate or interest in the land hereinafter described or referred to covered by this Guarantee is:
Fee Simple
4. The land referred to in this Guarantee is situated in the State of Idaho, County of Ada and is described
as follows:
(1) SEE ATTACHED EXHIBIT A
Schedule A page 1 of 2 PMO(s)
Old Republic National Title Insurance Company
LITIGATION GUARANTEE
SCHEDULE A
EXHIAIT A
(1)
A parcel of land located in the Southeast quarter of Section 26, Township 2 North, Range 1 Bast, Boise
Meridien, Ada County, Idaho, being ire particularly described as follows:
The South half of the Northeast quarter of the Southeast quarter of Section 26, the East half of the
Southwest quarter of the Southeast quarter of Section 26, the Southeast quarter of the Southeast quarter of
Section 26.
Beginning at a brass cap marking the Southeast comer of said Section 26, said brass cap described in
CP&F # 103166014, Ada County Official Records;
Thence along the South line of the Southeast quarter of Section 26, North 89018'45" West, 1957.30 feet to
the West line of the East half of the Southwest quarter of the Southeast quarter of Section 26;
Tlwrce along said West line, North 00013'40" West, 1325.39 fat to the North line of said East half of the
Southwest �� Sautlieast quarter of Section 26;
Tlrenco akmg said Nath line, South 89°31' 14" Bast, 653.83 fed to the West line of the South half of the
Nortimd quarter of the Southeast quarter;
Thence along said West line, North 00°09'57" West, 663.87 fed to the north line of said South half of the
Northeast quarter of the Southeast quarter.
Thence along said North line, South 89037'28" Bast, 1309.08 Sit to the East line of the Southeast quarter
of Section 26, said -East line being the cline of S. Maple Grove Road;
Thence along the said East line and said centerline, South 00°02'34" Bast, 1998.69 Sed to the TRUE
POINT OF BEGINNING.
Schedule A gage 2 of 2 par(s)
MORTGAGE NOTE
5328,000.00 Ada County, Idaho
August LZ 2008
FOR VALUE RECEIVED, the undersigned Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the Stats of Idaho, whose address is 250 N.
Baltic Place, Suite A, Meridian, Idaho 83542 (hereinafter "Promisor"), promises to pay to the
order of the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho 83542 its successors and as signs
(the "Holder"} the sum of Three Hundred and Twenty -Bight Thousand Dollars ($328,000.00), in
lawful money of the United States of America which shall be legal tender in payment of all debts
at the time of such payment. The sum due hereunder shall be payable at the office of Holder at
33 East Idaho Avenue, Meridian, Idaho 83642, or at such other place as Holder may fium time to
time designate. Said principal shall be paid in the manner set forth below.
1. Interest. No interest shall accrue on the unpaid balance of this Note.
2. Maturity. The unpaid balance of this Note, if not sooner paid, shall be due and payable in
fall upon sale of the Property as defined below by Promisor (the "Maturity Date'.
3. Prepayment. Promisor shall have the right to prepay all or any part of the obligation
evidenced by this Note at any time.
4. Additional Conditions. This Note is secured by, and subject to the terms of; a Mortgage
and Security Agreement of even date herewith encumbering certain real property located in
the County of .Ada, State of Idaho and other property as more particularly described in the
Mortgage and Security Agreement (hereinafter `Property✓). This Note, the Mortgage and
Security Agreement, and all other documents and instruments executed as further evidence
of as additional security for, or executed in connection with the indebtedness evidenced by
this Note are collectively referred to as the "Loan Documents."
5. Full Recourse. The liability of Promisor with respect to payment hereunder shall be "full
recourse" and, accordingly, Holder's source of satisfaction of said indebtWness and
Promisor's other obligations hereunder and under the other Loan Documents shall not be
limited to the Property. Upon the Maturity Date, Holder may seek to procure payment for
any deficiency out of any other assets of Promisor, or any person or entity comprising
Promisor, or to seek judgment for any sums which are or may be payable under this Note or
under any of the other Loan Documents.
6. Idaho Law. This Note is made in the state of Idaho, which state the parties agree has a
substantial relationship to the parties and to the underlying transaction embodied hereby.
Accordingly, in all respects, this Note and the Loan Documents and the obligations arising
hereunder and thereunder shall be governed by, and construed in accordance with, the laws
of the state of Idaho applicable to contracts made and performed in such state and any
applicable law of the United States of America. Each party unconditionally and irrevocably
MnRTr.Ar.R Afnw PAM 1 ng?
waives, to the fullest extent permitted by law, any claim to assert that the law of any
jurisdiction other throat the state of Idaho governs this Note and the Loan Documents.
7. Captions. The captions set forth at the beginning of the various paragraphs of this Note are
for convenience only and shall not be used to interpret or construe the provisions of this
Note.
8• Savings Clause. N any clauses or provisions herein contained operate or would
prospectively operate to invalidate this Note, then such clauses or provisions only shall be
held for naught, as though not herein contained and the remainder of this Note shall remain
operative and in full force and effect.
IN WITNESS WHEREOF, Promisor has executed this Note as of the day and year
first above written.
PROMISOR
Meridi olive Activities League, Inc.
y: Tom y 'ssiotter
STATE OF IDAHO )
ss:
County of ADA )
I HMMY CERTIFY that on this I I day of August, 2008, before the undersigned, a
Notary Public in the State of Idaho, personally appeared TOM ROY, known to me to be the
person who executed the aid instrument, and aclmowledged to me that he executed the same.
IN W1TN SS WHEREOF, I have hereunto set my hand and affixed my official seal, the
day and i�}rq,cate first above 'tten.
�~ l
.•
,OTAR �
N lir o
�UBL,G ato�SB
Idaho
•., J, Ao •.• mmission Expires: R 20 u
IN WITNESS WHEREOF, Holder has executed this Note as of the day and year
first above written.
HOLDER:-
City
OLDER:City of Meridian
By: Ta a Weerd, Mayor
AWAD7n.4np Arias
Attest: day
�!
PiA 9
AR 7
waives, to the fullest extent permitted by law, any claim to assert that the law of any
jurisdiction other than the state of Idaho govems this Note and the Loan Documents.
7. Captions. The captions set forth at the beginning of the various para Vbs of this Note are
for convenience only and shall not be used to or oonstive the provisions of this
Note.
8. Savings Clause. If any clauses or provisions herein contained operate or would
prospectively operate to iuvalidato this Note, thea such clauses or provisions only shall be
held for naught, as though not herein contained and the remainder of this Note " remain
operative and in full force and effbct.
IN VATNESS WHEREOF, Promisor has executed this Note as of the day and year
first above written.
PROMISOR
Meridian Police'vities Inc.
Y.
T , Commissioner
STATS OF IDAHO
) ss:
County of ADA )
I HEREBY CERTIFY that on this & day of August, 2008, before the undersigned, a
Notary Public in the State of Idaho, personally appeared TOM ROY, known to me to be the
person who executed the said instrument, and w4mowledged to me that he executed the same.
IN WnWM WHEREOF, I have heretmto set my band and afted my official seal, the
day and Poo� s ' first abo 'tten.
a
mew � �� � •
OoTA.k1 . otefy Public Idaho
"•" taeRqddingat 1s a Idaho
i •�ti UB LI y Commission Expires: d tea✓/
•
�`•a,ZY UID F' 110,e
IN V� WHB.REOF, Holder has exeented this Nape as of the day and year
first above written.
HOLDER: ``,``►►►►i� �u! n i NliJJJ��'i
City of Merl Of �''•,,
� rr
� r
v �
By: T > aycce iman, Cie+ C1 S L
t tart • �i
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MORRUGBNOTB
any way appertaining to the Real Properly, mcludm& witholrt limitation, all right, title and
interest of the Promisor in any after-acquired right, title, interest, remainder or reversion, in and
to the beds of any ways, streets, avenues, roads, alleys, pa SM" and public places, open or
proposed, in fivirt of running through, 4oining or adjacent to the Regi Properly; all minerals,
royalties, gas rights, water, water rights, water stock, flowers, shrubs, lawn plants, crops, hear,
timber and other emblements now or hereafter located on, under, or above all or any part of the
Real Property (the "Appurtenances').
1.1.4 Condemnation Awards. Any and all awards, payments or settlements,
including W nest thereon, and the right to receive the same, as a result of (a) the exercise, of the
right of eomi umt domain, (b) the alteration of the grade of any sheet and (e) any other injury,
damage or casualty to, taking o4 or decrease in the value of, the Property, to the extort of all
amounts that may be secured by this Mortgage and Security Agreement at the date of any such
award or payment, including but not limited to Reasonable Attormeys' Fees (as defined below),
costs, and disbursements incurred by Holder in connection with the collection of such award or
payment.
1.2 Secured Obllpdoas. This Mortgage and Security Agreement and the grants,
assignments and transfers made herein are given for the purpose of securing all of the following,
in such order of priority as Holder may determine in its sole discretion (the "Segued
Obligations'):
1.2.1 The payment of the indebtedness evidenced by the Note in lawful money
of the United States of America to the extent authorized by the Note or the other Loan
Documents.
1.2.2 The performance of all other obligations of Promisor herein.
1.2.3 The performance of each obligation of Promisor in the Loan Documents in
addition to the payment of the Note.
1.2.4 The pa ormance of each obligation in the Loan Documents of any person
guaranteeing the payment of the Note or any portion thereof or perfiomianca by Promisor of any
teams of this Mortgage and Security Agreement, if any.
1.2.3 The performance of each obligation of Promisor and any guarantor in any
renewal, extension, modification, consolidation, change, substitution, replacement for,
restatement or increase of all or any part of the Note, titin Mortgage and Security Agreement or
the other Loan Documaft
2. Promisor Covenants. Promisor covenants and agrees as follows:
2.1 Payment of Note. Promisor shall pay the Note in accordance with the turns of
the Note, and shall promptly and pm'►ctualy pay pursuant to the terms of the Note, this Mortgage
and Security Agreement, and all other documents and instruments executed m connection with
the indebtedness evidenced by the Note and secured by this Mortgage and Security Agreement
(hereinafter collectively refereed to as the "Loan Docimdents"� if and when the Property or any
portion thereof is sold, through foreclosure, eminent domain, or otherwise, whether such sale is
MoltIWG5AJV S8aRnPAGIt6WfiNT PAC62 or 12
voluntary or involuntary, prior to the receipt by Holder of payment of the Note, Holder shall
have the right, whether or not a deficiency judgment on the Note shall have boon sought,
recovered or denied, to receive the award or payment, or a portion thereof sufficient to pay the
Secured Obligations.
2.2 Performance of Other ObUgatfons. Promisor shall perform, comply with, and
abide by each and every one of the covensnts6 agreements and conditions contained and set fiat
in the Note, this Mortgage and Security Agroemeat, and the other Loan Documents and shall
comply with all laws, ordina m, rules, regulations and orders of any governmental authorities
having jurisdiction over the Property that now or hereafter affect the Property or requires any
alterations or improvements to be made thereon, and shall perform all of its obligations under
any covenant, condition, restriction or agreement of record affeting the Property and shall
insure that at all times the Property constitutes one or more legal lots capable of being conveyed
without violation of any subdivision or platting laws, ordinances, rules or regulations, or other
laws relating to the division or separation of real property.
2.3 Compifaaee wfth Laws. Promisor shall observe, abide by, and comply with all
statutes, ordinances, laws, orders, requirements or decrees relating to the Property enacted,
promulgatod or issued by any federal, state, county or local govrrmnanW authority or any
agency or subdivision thereof having jurisdiction over Promisor or the Property. Promisor shall
observe and comply with all conditions and requirements necessary to pave and extend any
and all rights, licenses, permits, privileges, fi=dbi res and concessions that are or become
applicable to the Properly or that have been granted to or contracted for by Promisor in
connection with any existing, presently contemplated or fidure use of the Property.
2A Prewrvatfon and Maintenance of Property. Promisor shall keep all
bnprovemants now existing or haeafter erected, on the Real Property in good order and repair
and shall not do or permit any waste, impairment or deterioration thereof or thereon, nor alter,
remove, or demolish any of the Improvements without the prior written consent of Holder.
Promisor shall not do or permit any act whereby the Property shall become lass valuable, be used
for purposes contrary to applicable law, or be used in any manner that will increase the premium
for or result in a termination or cancellation of the insurance policies hereinafter required to be
kept and maintained on the Property.
2.5 Hazardous Waste.
2.5.1 Promisor at all times shall keep the Properly and ground water of the
Property free of Hazardous Materials as defined below. Promisor shall net and shall not
knowingly permit its tenants or any third party requiring the consent of Promisor to enter the
Property, to use, generate, mamaacture, treat, store, release, threaten release, or dispose of
Hazardous Materials in, on, or about the Property or the ground water of the Property in violation
of any federal, regional, state, or local law, decision, statut% rule, ordinance or regulation
currently in wastatim or herchu fter enacted or rendered (collectively the "Hazardous Waste
Laws'). Promisor shall give Holder prompt written notice of any claim by any person, eouty, or
governmental agency that a slgnific unt release or disposal of Hazardous Materials has occurred
in, on, or under the Property in excess of legal limits. Promisor, at its cost, shall promptly and
thoroughly investigate suspected Hazardous Materials contamination of the Property. Promisor
MOKMOBAWSECUP.,ta W PAos3of12
shall forthwith remove, repair, clean up, andlor detoxify any Hazardous Materials found on the
Property or in the ground water of the Property if such actions are required by Hazardous Waste
Laws, and whether or not Promisor was responsible for the existaiuoe of the Hazardous Materials
in, on or about the Property or the ground water of the Property. Hazardous Materials shall
include but not be limited to substances defiwO as "hazardous substances," "hazardous
materials," or "toxic substances' in The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, by the Superfund Amendments and
Reauthorization Act of 1986, The Hazardous Materials Transportation Act of 1994. The
Resource Conservation and Recovery Act of 1976, as amended by The Used Oils Recycling Act
of 1980, The Solid Waste Disposal Act amendment of 1984, The Toxic Substances Control Act,
The Clean Air Act, The Clean Waxer Act, Idaho Environmental Protection and Health Act (Idaho
Code §§ 39-101 to 39-1301 Idaho Radiation and Nuclear Material Act (Idaho Code §§ 39-3001
to 39-3030), Idaho Water Quality Act (idalw Code §§ 39-3601 to 39-3639), Idaho Hazardous
Waste Management Act (Idsho Cock §§ 39-4401 to 39-4432), Idaho Hazardous Substance
Emergeaey Response Act (Idaho Code §§ 39-7101 to 39-7115), Idaho Petroleum Clean Water
Trust Fund Act (Idaho Code §§ 41-4901 to 41-4948), Idaho Land Reclamation Act (Idaho Code
§§ 39-7201 to 39-7210), Idaho Solid Waste Facilities Acct (idaho Code §§ 39-7401 to 39-7420),
Idaho Sale and Disposal of Batteries Act (Idaho Code §§ 39-7001 to 39-7004), Idaho PCB Waste
Disposal Act {Idaho Code §§ 39-6201 to 39-6216) or in any other Hazardous Waste Laws. In
addition, Promisor shall not put any underground storage tanks on the Roai Property.
2.5.2 Promisor shall indemnify Holder and hold Holder harmless from and
against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and
every kind whatsoever paid, incurred or suffered by, or asserted against Holder for, with rasped
to, or as a direct or indirect result of, the presence in, on, or under, or the escape, seepage,
leakage, spillage, discharge, emission, or release fian, the Property of any Hazardous Matenala
(including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Hazardous Waste Laws), regardless of the source of origination and
whether or not caused by, or within the control of, Promisor.
2.6 Accessibility. Promisor at all times shall maintain the Property in full c OmPliMM
with all existing and hawLfter enacted federal, state, county, regional or local laws, ordinances,
rules and regulations governing accessibility for the disabled, including but not limited to The
Architectural Barriers Act of 1968, The Rehabilitation Act Of 1973, The Fair Housing Act of
1988, and The Americans with Disabilities Ad (the "Accessibility Laws"). Promisor shall
indemnify Holder and hold Holder harmless from and against any and all losses, liabilities,
damages, injuries, costs, =palm and claims of any and every kind whatsoever paid, incurred or
suffered by, or asserted against Holder for, with respect to, or as a direct or indirect result of, the
non-compliance of the Property with the Accessibility Laws whether or not caused by, or within
the control oil Promisor.
2.7 Payment of Taxes, Assessments and Other Charges.
2.7.1 Promisor shall pay all taxes, assessments, and other charges *dw are or
may be hereafter levied or assessed upon or against the Properly, when the same shall become
due and payable according to law, before the same become delinquent, and before any interest or
penalty shall attach thereto. Promisor shall deliver official receipts evidencing the payment of
M0X7Gd NAwS8GTi0P17A6x6nIw PAO84OF12
the same to Holder not later than thirty (30) days following payment. Promisor shall have the
right to contest, in good faith, the proposed assessment of ad valorem taxes or special
assessments by govemmental authorities having jurisdiction over the Property; provided,
however, Promisor shall give written notice thereof to Holder and Holder may, in its sole
discretion, require Promisor to post a bond or other collateral satisfactory to Holder in
connection with any such action by Promisor.
2.7.2 Promisor represents and warrants to Holder that Promisor has filed all
fedandL state, county, municipal, and city income and other tax returns required to have been
filed by it and have paid all taxes and related liabilities which have become due pursuant to such
returns or pursuant to any assessments received by it. Promisor does not know of any basis for
any additional assessment in respect of any such taxer and related liabilities for prior years.
2.8 Payment of Liens, Chargea and Eneumbraaces. Promisor shall immediately
pay and discharge from time to time when the s m e, shall become due all lawful claims and
demands of mechanics, matchalmen, laborers and others that, if unpaid, might result in, or
permit the creation of alien, charge or eneumbranoe upon the Property or any part thereof;
and/or to do or cause to be done everything necessary so that the lien of this Mortgage and
Security Agreement shall be fully preserved, at the cost of Promisor, without expense to Holder.
2.9 Payment of Mortgage Taxes. Promisor shall pay any and all taxes that may be
levied or assessed directly or indirectly upon the Note and/or this Mortgage and Security
Agreement or the debt secured hereby, without regard to any law that may be hereafter enacted
imposing payment of the whole or any part thereof upon Holder, its successors or assigns.
2.10 insurance.
2.10.1 Promisor shall obtain and maintain, or cause to be maintained, inSUranee
for Promisor and the Property providing at least the following coverages:
(a) Property Insurance. If and/or when applicable, insurance with
respect to the Improvements and building equipment insuring against any Peril in an amount
equal to amounts at all times sufficient to prevent Holder firom becoming a co-insurer within the
terms of the applicable policies and under applicable law, but in any event such insurance shall
be maintained in an amount equal to the finll insurable value of the Improvements and building
equipment on the Property. The term `°full insurable value" means the actual replacement cost of
the Improvements and building equipment (without taking into account any depreciation, and
exclusive of excavations, footings and foundations, landscaping, and paving) determined
annually by an manner, a recognized independent insuanrce broker, or an independent appraiser.
The Policy shall provide drat: (i) all proceeds be payable to Holder as act forte in this Mortgage
and Security Agreement and shall contain a standard "non-contributory mortgagoe' endorsement
or its equivalent relating, inter alio, to recovery by Holder notwithstanding the negligent or
willful acts or omission of Promisor, and (u) a provision that such policy shall not be canceled or
terminated, nor shall it expire, without at least thirty (30) days' prior written notice to Holder.
(b) Liability Insurance. General liability insurance, including bodily
injury, death and property damage liability insurance, against any and all claims, including all
Moxm GEANDSacIWYAoXWMENr PAGE5OF12
legal liability to the extent insurable and imposed upon Holder and all court cats and attorneys'
fees and expenses, arising out of or connected with the possession, use, leasing, operation,
maintenance or condition of the Property in such amounts as are generally available at
comnne+cially reasonable premiums and are generally required by institutional Holders for
F d 'es comparable to the Property but in no event for a combined single limit of less than
The Policy shall name Holder as an additional named insured and shall contain a
provision that such policy shall not be canceled or terminated, nor shall it expire, without at least
thirty (30) days' prior written notice to Holder.
2.10.2 Promisor shall comply with all insurance mquiresuents and sha11 not bring
or keep or permit to be brought or kept any article upon any of the Property or cause or permit
any condition to exist thereon that would be prohibited by an insurance requirmnent, or would
invalidate the insurance coverage required hereunder to be maintained by Promisor on or with
rasped to any part of the Property pursuant to this Section.
2.10.3 If the Property shall be damaged or destroyed, in whole or in part, by fire
or other casualty, Promisor shall give prompt notice of such damage to Holder and Promisor
shall promptly commence and diligently prosecute the completion of the repair and restoration of
the property as nearly as possible to the condition the Property was in immediately prior to such
fire or other casualty.
2.10A The insurance coverage required hereunder may be effected under a
blanket policy or policies covering the Property and other properties ad ams not constituting a
part of the security hereunder; provided that any such blanket policy shall specify, except in the
case of public liability insurance, the portion of the total coverage of such policy that is allocated
to the Property, and any sublimit in such blanket policy applicable to the Property, and shall in
any case comply in all other respects with the requirements of this Section.
2.10.5 Promisor waives any and all right to claim or recover against Holder, its
officers, employees, agents and repxesentatives, by way of subrogation or otherwise, for any loss
sustained by Promisor, or any loss or damage to the Property, Promisor's property or the
property of others, under Promisors control from any cause insured against or required to be
insured against by the provisions of this Mortgage and Security Agreement.
2.11 Condemnation. Promisor shall promptly give Holder notice of the actual or
threatened commencemert of any condemnation or eminent domain proc c ding and squall deliver
to Holder copies of any and all papers served in connection with such proceedings. Holder may
participate in any such proceedings to the extent permitted by law. Promisor shall, at its
qty prosecute any such proceedings, and shall consult with Holder, its attorneys
and experts, and cooperate with them in the carrying on or defem of any such proceedings.
Notwithstanding any taking by any public or quasi -public authority through eminent domain or
otherwise (including, but not limited to any trausfer made in Baur of or in anticipation of the
exercise of such taking,), Promisor shall pay the Secured Obligations in dee manner provided for
its payment in the Note and in this Mortgage and Security Agreement.
2.12 Examination of 1Promisor's Records and Premises.
MOR70 W AMSSGVRrLYAGRARA WT PAGE 6 of 12
2.12.1 Promisor shell maintain complete and accurate books and records showing
in detail the income and expenses of the Property, and shall permit Holder and its representatives
to examine such books and records and all supporting vouchers and data during normal business
hours and from time to time upon request by Holder, m such place as such books and records are
customarily kept. Upon the ice of an Event of Default, Holder shall have the right to
require that the fi naacial statements be audited and certified by a certified public accountant
acceptable to Holder, at the sole cost and expense of Promisor.
2.12.2 Holder, and/or its agents, shall have the right and shall be permitted, but
shall not be required, at all reasonable times, to eater upon and inspect the Property to insure
compliance with the covenants, agreements, and conditions set forth in this Mortgage and
Security Agreement.
3. Warranty of Title. Promisor represents and warrants to Holder that Promisor has good
title to the Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant,
trandar and convey the same and that Promisor possesses a fee simple absolute estate in the Real
Property and that it owns the Property free and clear of all liens, encumbrances and charges
whatsoever except for two prior mortgages and real property taxes for years subsequent to 2W8,
which are not yet due and payable (the "Permitted Exceptions"). Promisor shall forever warrant,
defend and preserve the title and the validity and priority of the Hen of this Mortgage and
Security Agreement and shall forever warrant and defend the same to Holder against the claims
Of all persons whomsoever.
4. Further Encumbrance Prohfbked. Promisor shall not, without the prior written
consent of Holder, mortgage, grant, bargain, encumber, pledge„ assign, or otherwise transfer the
Properly or any part thereof or permit the Property or any part thamf to be mortgaged, granted,
bargained, encumbered, pledged, assigned, or otherwise trensfennd.
S. Default The occurrence of any one or more of the following events WWI constitute an
"Event of Default':
5.1 Failure to make any payment of the entire amount of the Secured Obligations in
accordance with the terms of the Note, this Mortgage and Security Agreement, and all other
Loan Documents.
5.2 If any representation or warranty of Promisor, or any marber, general partner,
principal or beneficial owner of any of the foregoing, made herein, or in any other Loan
Document, or in any guaranty, or in any cartificate, report, f ren" statement or other
instrument or document fi mshed to Holder shall have been false or misleading m any material
respect when made.
5.3 If CO Promisor or any Guarantor shall commence any case, proceeding or other
action (A) under any eacisting or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustmcn% winding -up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking appointment of a
Mon wazAmSecuRMAOxeu►teNr Pesos7oF12
receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
part of its assets, or the Promisor or any Ouarantor shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against Promisor or any Guarantor any
out, proceeding or other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for relief or any such adjudication or appointment or (B) remains
imdismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be
commenced against the Promisor or any Guarantor any case, proceeding or other action sedang
issuance of a warrant of allacbmmt, execution, distraint or similar process against all or any
substantial part of its ams which results in the entry of any order for any such relief which shall
not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days
from the entry thereof or (iv) the Promisor or any Guarantor shall take any action in f *ounce
of or indicating its consent to, approval of, or acquiescence in, any of the acts set kdh in clause
(i), (ii), or (611 above; or (v) the Promisor or any Guarantor shall generally not, or shall be unable
to, or shall admit in writing its inability to, pay its debts as they become due.
M Except for the specific defaults set forth in this Section, any other default under
any Loan Document by Promisor, which default is not cured within thirty (30) days after written
notice ftom Holder to Promisor; provided that if such default cannot reasonably be cured within
each thirty (30) day period and Promisor shall have commenced to cure such default within such
thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such
thirty (30) day period shall be extended for so long as it shall require Promisor in the exercise of
due diligence to cure such default, it being agreed that no such extension shall be for a period in
excess of ninety (90) days, unless, only in the case of cures that require construction or reanedial
work, such cure cannot with diligence be completed within such ninety (90) day period, in which
can such period shall be extended for an additional ninety (90) days.
6. Rights and Remedies.
6.1 Remedies. Upon the occurrence of any Event of Default, Holder may take such
action, without notice or demand, as it deems advisable to protect and enibroe its rights against
Promisor and in and to the Property, including, but not limited to the following actions, each of
which may, to the extent permitted by applicable law, be pursued concurrently or otherwise, at
such time and in such order as Holder may determine, in its sole discretion, without impairing or
otherwise affecting the other rights and remedies of Holder
6.1.1 Declare the entire unxid Secured Obligations to be immediately due and
payable.
6.1.2 Institute proceedings, judicial or otherwise, for the complete foreclosure of
this Mortgage under any applicable provision of law in which case the Property or any interest
therein may be sold for cash or upon credit in one or more parcels or in several interests or
portions and in any order or manner.
6.1.3 Institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein, in the Note or in the
other Loan Documents.
Mo87t9i1oBAwSBcuwTAaAMBMiWr PAW 8 O 12
MA Apply for the appointment of a receiver, trustee, liquidator or conservator
of the Property, without notice and without regard for the adequacy of the security for the
Secured Obligations and without regard for the solvency of Promisor or of any person, firm or
other entity liable for the payment of the Secured Obligations.
6.1.5 Subject to any applicable law, Holder may enter into or upon the Property,
either personally or by its agw% nominees or attorneys and dispossess Promisor and its agents
and servants %cre6+om, without liability for trespass, damages or otherwise and exclude
Promisor and its agents or servants wholly therefrom, and Promisor agrees to suriander
posmsdon of the Property to Holder upon demand, and thercepon Holder may (i) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the
Property, (ii) apply the receipts from the Property to the payment of the Seared Obligations
after deducting therefrom all expenses (including Reasonable Attorneys' Fees) inured in
connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other
Charges, insurance and other expenses in connection with the Property, as well as just and
reasonable compensation for the services of Holder, its counsel, agents and employees.
6.1.6 Pursue such other remedies as Holder may have under applicable law.
Notwithstanding the provisions of this Section to the contrary, if any Event of Default
shall occar, the entire unpaid Secured Obligations shall be automatically due and payable,
without any further notice, demand or other action by Holder.
6.2 Right to Care Defaults. Upon the occurrence of any Event of Defiant, Holder
may, but without any obligation to do so and without notice to or demand on Promisor and
without releasing Promisor from any obligation hereunder, cum the same in such manner and to
such wcteat as Holder may deem necessary to protect the security hereof Holder is authorized to
enter upon the Property for such purposes, or appear in, defend, or bring any ander or
proceeding to protect its interest in the Property or to foreclose this Mortgage and Security
Agreement or collect the Secured Obligations, and the cost and w pone thereof (including
Reasonable Attorneys' Fees to the extent permitted by law) shall constitute a portion of the
Secured Obligations and shall be due and payable to Molder upon demand. All such costs and
expenses incurred by Holder in remedying such Event of Default or in appearing in, defending,
or bringing any such action or proceeding shall bear interest at the statutory rate for the period
after notice Rom Holder that such cost or expense was incurred to the daze of payment to Holder.
All such costs and wgmsw incurred by Holder together with interest thereon calculated at the
statutory rate shall be deemed to constitute a portion of the Secured Obligations and be secured
by this Mortgage and Security Agreement and the other Loan Documents and shall be
immediately due and payable upon demand by Holder therefor.
6.3 Other Rights.
63.1 The failure of Holder to insist upon strict performance of any term hereof
shall not be deemed to be a waiver of any term of this Mortgage and Security Agreement
Promisor shall not be relieved of Promisor's obligations hereunder by reason of (i) the failure of
Holder to comply with any request of Promisor to take any action to foreclose this Mortgage and
Security Agreement or otherwise enforce any of the provisions hereof or of the Note or the other
MpgMONAM$gCEDWY,gpRg aft PAoe9op 12
maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
If to Promisor: Meridian Police Activities League, Inc.
Attn: Commissioner
250 N. Baltic Place, Suite A
Meridian, ID 83642
If to Holder: City of Meridian
Attn: City Attorney
33 E. Idaho Avenue
Meridian, ID 83642
Either party by notice to the other may designate additional or different addresses for subsequent
notices or oommtmrcationS.
10. Governing Law. This Mortgage and Security Agreement is to be governed by and
construed in accordance with the laws of the state of Idaho and, if controlling, by the laws of the
United States and shall be binding upon Promisor, its heirs, personal representatives, successors
and assigns and shall inure to the benefit of Holder, its successors and assigns. All rights,
powers and remedies provided in this Mortgage and Security Agreement may be exercised only
to the extent that the exercise thereof does not violate any applicable provisions of law and are
intended to be limited to the extent necessary so that they will not render this Mortgage and
Security Agreement invalid, or not entitled to be recorded, registered or filed
under the provisions of any Applicable Law.
11. Terminology. The provisions hereof shall be binding upon Promisor and the heirs,
personal representatives, successors and assigns of Promisor, and shall inure to the benefit of
Holder, its successors and assigns. Where more than one Promisor is named ha un, the
obligations and liabilities of said Promisor shall be joint and several. Wherever used in this
Mortgage and Security Agreement, unless the context clearly indicates a contrary intent or unless
otherwise specifically provided herein, the word "Promisor" shall mean Promisor and/or any
subsequent owner or owners of the Property, the word "Holder" shall mean Holder or any
subsequent holder or holders of this Mortgage and Security Agreement, the word "Note" shall
mean the Note secured by this Mortgage and Security Agreer=4 and the word "person" shall
mean an individual, trustee, trust, corporation, partnership or lurineorporated association. As
used herein, the phrase "Reasonable Attorneys' Fees" shall mean fees charged by attorneys
selected by Holder based upon such attorneys' then prevailing hourly rates as opposed to any
statutory presumption specified by any statute then in effect in the State of Idaho.
12. Inapplicable Provisions. If any term of this Mortgage or any application thereof shall
be invalid or unenforceable, the remainder of this Mortgage and any other application of the term
shall not be affiected thereby.
13. ModMadons. This Mortgage and Security Agreement cont be changed, altered,
amended or modified except by an agreement in writing and in recordable form, executed by
both Promisor and Holder.
MOJt7MGzWM SBClJ8l1]'AaWzMW PAGE 11 OF 12
14. Captions. The captions ad forth at the beginning of the various sections of this
Mortgage and S=mty Agreement are for convenience only and shall not be used to interpret or
construe the provisions of this Mortgage and Security Agreement.
15. Entire Agreement. The Note, this Mortgage and Security Agreement and the other
Loan Documents constitute the entire ceding and agreement between Promisor and
Holder with respect to the transactions arising in connection with the Secured Obligations and
supersede all prior written or oral understandings and agreements between Promisor and Holder
with respect thereto.
IN WITNESS WHEREOF, Promisor has executed this Mortgage and Security
Agreement as of the day and year first written, above.
PROMISOR
Meridian Police Activities League, Inc.
T , mmissiom
STATE OF IDAHO )
ss:
County of ADA )
I HEREBY CERTIFY that on this _ J1 day of Auguat, 2008, before the undorsigned, a
Notary Public in the State of Idaho, personally appeared TOM ROY, known to me to be the
person who executed the said instrument, and acknowledged to me that he executed the same.
IN VATNESS WHEREOF, I have hereunto ad my hand and affixed my official seal, the
day and �1C , � first above _
1
ti
IOTA*!„ s tary nZA
r Idaho
# atT 4 . Idaho
u B,,10 sr 'on Expires: glgolmdl
O�
IN WI 58 JARREOF, Holder has executed this Mortgage and Security
Agreement as of the tray and year first written above.
HOLDER:
`0IUuunni�,,�����
�.�`� Of
City of Attest
�w•� d� •�•
By: T i�ard,� Mayor aycee
City Cl
_
r tS1.
MORYri 0JrAW SBLVRnr 0A9MaWT
PAW 12 OF 12
ExHIBIT A:
DESCRIPTION OF REAL PROPERTY
.l1 ojtMrAOEAND SBCUMff AGBzMWBNT EXEIBTP A
Coft Code Me= Amt. am Sit PMP T>1
049 11 12 1
File Na.: Poi:a No.: Date of Policy: Amt. of h utance:
291486 ZB213309 March 3, 2009 at 7:30:00 110,000.00 $200.00
AM
Old Republic National Title Insurance Company
LITIGATION GUARANTEE
SCHEDULE A
1. Name of Assured:
Meridian Police Activities League, Inc.
2. Title to said estate or interest at the date hereof is vested in:
Meridian Police Activities League, Inc.
3. The estate or interest in the land hereinafkar described or rdwaid to covered by this Guarantee is:
Fee Simple
4. The land referred to in this Guarantee is situated in the State of Idaho, County of Ada and is described
as follows:
(1) SEE ATTACHED EXJMBIT A
Schedule A page 1 of 2 pages)
OL
Old Republic National Title Insurance Company
LITIGATION GUARANTEE
SCHEDULE A
EXHIBIT A
(1)
A parcel of land located in the Southeast quarter of Section 26, Township 2 North, Range 1 East, Boise
Meridian, Ada County, Idaho, being mon particularly described as follows:
The South half of the Northeast quarter of the Southeast quarter of Section 26, the East half of the
Southwest quarter of the Smtheast quarter of Section 26, the Southeast quarter of the Southeast quarter of
Section 26.
Beginning at a brass cap marling the Southeast corner of said Section 26, said brass cap described in
CP&F *103166014, Ada County Official Records;
Twee along the South lice of the Smdh ast quarter of Section 26, North 89018'45" West,1957.30 fact to
the West line of the East half of the Southwest quarter of the Southeast quarte' of Section 26;
Thane along said West line, North 00°13'40" West, 1325.39 feet to the Noah line of said East half of the
Soudrwest quarter of do Sautiueast quarter of Section 26;
Thom along said North line, South 89-31-14- East, 653.83 fact to do West line of the South half of the
Norftast quarter of the Southeast quarter;
Thence along said Wit line, North 00009'57" West, 663,87 fed to the north line of said South half of the
Northeast quarter of the Southeast quarter;
Thom along said North line, South 89°37'28" East, 1309.08 But to the East line of the Southeast quarter
of Section 26, said'Bast line being the centerline of S. Maple Grove Road;
Thence aioog the said East line and said ccnftr ine, South 00°02'34" Bast, 1998.69 feet to the TRUE
POINT OF BBGINNING.
Schedule A page 2 of 2 pap(o)
MORTGAGE NOTE
$3289000.00
Ada County, Idaho
August LZ 2008
FOR VALUE RECEIVED, the undersigned Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho, whose address is 250 N.
Baltic Place, Suite A, Meridian, Idaho 83642 (hereinafter "Promisor'), promises to pay to the
order of the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, whose address is 33 B. Idaho Avenue, Meridian, Idaho 83642 its successors and assigns
(the "Holder") the sum of Three Hundred and Twenty --Bight Thousand Dollars ($328,000.00), in
lawful money of the United States of America which shall be legal tender in payment of all debts
at the time of such payment. The sum due hereunder shall be payable at the office of Holder at
33 East Idaho Avenue, Meridian, Idaho 83642, or at such other place as Holder may from time to
time designate. Said principal shall be paid in the manner set forth below.
1. Interest No interest shall accrue on the unpaid balance of this Note.
2. Maturity. The unpaid balance of this Note, if not sooner paid, shall be due and payable in
full upon sale of the Property as defined below by Promisor (the "Maturity Date').
3. Prepayment Promisor shall have the right to prepay all or any part of the obligation
evidenced by this Note at any time.
4. AddMonal Conditions. This Note is secured by, and subject to fire terms of; a Mortgage
and Security Agreement of even date herewith encumbering certain real property located in
the County of Ada, State of Idaho and other property as more particularly described in the
Mortgage and Security Agreement (hereinafter `lro�. This Note, the Mortgage and
Security Agreement, and all other documents and instruments executed as fiuther evidence
of, as additional security for, or executed in connection with the indebtedness evidenced by
this Note are collectively referred to as the "Loan Documents."
5. Full Recourse. The liability of Promisor with respect to payment hereunder shall be "full
recourse" and, accordingly, Holder's source of satisfaction of said indebtedness and
Promisor's other obligations hereunder and under the other Loan Documents shall not be
limited to the Properly. Upon the Maturity Date, Holder may seek to procure payment for
any deficiency out of any other assets of Promisor, or any person or entity comprising
Promisor, or to seek judgment for any sums which are or may be payable under this Note or
under any of the other Loan Documents.
6. Idaho Law. This Note is made in the state of Idaho, which state the parties agree has a
substantial relationship to the parties and to the undelying transaction embodied hereby.
Accordingly, in all respects, this Note and the Loan Documents and the obligations arising
hereunder and thereunder shall be governed by, and construed in accordance with, the laws
of the state of Idaho applicable to contracts made and performed in such state and any
applicable law of the United States of America. Each party unconditionally and irrevocably
Mnm7rum Mom puna 1 na 9
waives, to the fullest extent permitted by law, any claim to assert that the law of any
jurisdiction other than the state of Idaho governs this Note and the Loan Doe menta.
7. Captions. The captions set forth at the beginning of the various paragraphs of this Note are
for convenience only and shall not be used to interpret or construe the provisions of this
Note.
8. Savings Chose. If any clauses or provisions herein contained operate or would
prospectively operate to invalidate this Note, then such clauses or provisions only shall be
held for naught, as though not herein contained and the remainder of this Note shall remain
operative and in fiill force and effect.
IN WITNESS WHEREOF, Promisor has executed this Note as of the day and year
first above written.
PROMISOR
Mer.di olive Activities League, Inc.
y: Tom My -mi
STATE OF IDAHO )
as:
County of ADA )
I HEREBY CERTIFY that on this i I day of Augnst, 2008, before the undemigned, a
Notary Public in the State of Idaho, personally appeared TOM ROY, known to me, to be the
person who executed the said instrument, and acknowledged to me that he executed the same.
IN WrIWHEREOF, I have hereunto set my hand and affixed my official seal, the
day and yf tA;baeate first abovoMtten. d .
�pTA1q} i a
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„ Pi7at
BL�G
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� iS e , Idaho
Expires: y 20 q
IN WITNESS WHEREOF, Holder has emoted this Note as of the day and year
first above written.
HOLDER:
City of Meridian
By: TanjM Weerd, Mayor
lLOMMA4V NMV
Attest:
� I
r
7� r 10.
g1'anp ' nR9
ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00
BOISE IDAHO 09/15/10 11:43 AM
DEPUTY Vicki Allen
RECORDED -REQUEST OF III I�Il�ll�ll�lfill�l�llllll�lllll �II
Meridian City 110085946
RELEASE OF MORTGAGE AND SECURITY AGREEMENT
KNOW ALL BY THESE PRESENTS that the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, does hereby certify and declare that a
certain Mortgage and Security Agreement, bearing the date of August 14, 2008, made and
executed by and between the City of Meridian and the Meridian Police Activities League, Inc., a
nonprofit corporation organized under the laws of the State of Idaho, and recorded in the Office
of the Recler, County of Ada, State of Idaho, on September 3, 2008, as Instrument No.
108099408, together with the Mortgage Note thereby secured, is hereby fully RELEASED.
IN WITNESS WHEREOF, the undersigned does hereby set her hand and seal, this
day of September, 2010.
CITY OF MERIDIAN:
Tammyde eerd
Mayor
Attest:
y Orr M>�
*ee
$EAL CityCI
couil
RELEASE OF MORTGAGE AND SECURITY AGREEMENT PAGE 1 OF 1