License & Maintenance Agreement with Central Street Joint Venture for Jabil Soccer FieldsTEMPORARY LICENSE AND MAINTENANCE AGREEMENT
THIS AGREEMENT made and entered into this day of
2005, by and between Central Street Joint Venture, hereinafter called "Cent ", and the
City of Meridian, an Idaho Municipal Corporation, hereinafter called "City".
WHEREAS, City and Central desire to cooperate to improve recreation opportunities for
the residents of Meridian and Western Ada County; and
WHEREAS, Central owns a parcel of property located at 915 East Central Drive in
Meridian currently developed with a parking lot and two soccer fields.
WHEREAS, Central desires to make the soccer fields available for use by soccer
organizations for scheduled play until such time as the parcel is needed by Central for
other purposes.
WHEREAS, Central is willing, upon certain terms and conditions, to provide non-
exclusive, temporary use of a designated portion of the property for the purposes stated
herein for a period of time defined within this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF TEMPORARY LICENSE
For and in consideration of promises contained herein, and other good and
valuable consideration, Central hereby gives and grants to City the non-exclusive
right, privilege and license to use a portion of certain real property, located at 915
East Central Drive, Meridian, Idaho, and legally described as a portion of lot 2,
block I of the Jabil Subdivision. The portions of the property subject to this
agreement are designated as "parking" and "fields" and are generally depicted on
Exhibit "A (collectively referred to herein as the "licensed premises"). The
portion of the property designated as "remainder" is not subject to this agreement.
2. TERM OF AGREEMENT
This temporary license is granted for an initial term to begin upon the date of
execution and expiring on December 31" 2005.This agreement shall automatically
renew in increments of one (1) calendar year until otherwise terminated by either
party according to the termination provisions contained herein.
Temporary License and Maintenance Agreement
3. USE OF LICENSED PREMISES
City's use of the licensed premises shall be limited to making the fields available
for practice and matches by organized soccer organizations. To facilitate this
approved use, City shall be the designated contact for scheduling the use of the
fields. The existing signs declaring the property to be in the ownership of Central
shall remain, but City shall be required to prepare and post at its expense a
weatherproof applique to each sign declaring the City as the contact for
scheduling of field use and providing the appropriate City telephone contact
information. The use of the parking lot shall be allowed as an incidental use
associated with registered users of the fields. No other use of the fields or parking
shall be allowed unless otherwise approved in writing by Central.
4. MAINTENANCE OF FIELDS AND LANDSCAPE MEDIANS IN
PARKING LOT
City shall maintain the fields and parking lot landscape medians at its sole cost
and expense during the term of this agreement. Maintenance shall include
irrigating, mowing, fertilizing, and weed control to the standard of other City -
maintained properties. City agrees to perform routine maintenance on the
irrigation pump and irrigation delivery system, including the replacement of
broken or damaged heads, pipes, and valves. City's commitment to replace
broken or damaged heads, pipes, and valves shall be limited to One Thousand
Dollars ($1,000.00) during any single calendar year. Repairs exceeding this
cumulative dollar amount in one calendar year shall be considered a catastrophic
failure of the system, entitling City to terminate this agreement pursuant to section
7(B). Central agrees to pay all costs associated with delivery of the irrigation
water, including but not limited to electricity and ditch fees or assessments.
5. EXCLUSIONS FROM CITY'S MAINTENANCE OBLIGATIONS
A. PARKING LOT: Except for the maintenance of landscape medians as
described in section 4 of this agreement, City shall not be responsible for
maintenance or repair of any other portion of the parking area, including but
not limited to asphalt, subsurface, curbs, and paint striping.
B. IRRIGATION SYSTEM: Except for routine maintenance of the irrigation
pump and delivery system as described in section 4 of this agreement, City
shall not be responsible for other maintenance or repairs of the irrigation
system. Likewise, Central has the right to refuse to repair the irrigation pump
and delivery system, in which case this agreement may be terminated pursuant
to Section 7(13) below.
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C. REPAIR OR RESTORATION OF PREMISES: City shall not be responsible
for restoration or repair of the licensed premises necessitated by damage due
to fire, acts of vandalism, or acts of God.
D. REMAINDER: The portion of Central's property identified as "remainder"
and generally depicted in Exhibit "A" is not part of the licensed premises.
City shall not be responsible for maintaining any portion of the "remainder."
6. INDEMNIFICATION AND INSURANCE
City hereby agrees to indemnify and hold Central harmless from any loss, liability,
claim or action from damages or injuries to persons or property in any way arising
out of or resulting from the maintenance, use, and occupancy of the licensed
premises by City, its agents, employees, guests or business invitees attending or
participating in any scheduled event. If any claim, suit or action is filed against
Central for any loss or claim described in this paragraph, City shall defend Central
and assume all costs, including attorney's fees, associated with the defense or
resolution thereof, however Central shall not be relieved hereby from liability for
its own negligent or willful act or omission or that of its employees.
In addition, City shall maintain, and specifically agrees to maintain throughout the
term of this Agreement, 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, and
such amount shall be deemed to be the limit of City's covenant to indemnify and
save and hold harmless Central. In the event the insurance minimums of the
Idaho Tort claims Act are changed, City shall immediately submit Proof of
Compliance with the changed limits.
7. TERMINATION
A. TERMINATION FOR CONVENIENCE: Either party may terminate this
agreement for any reason upon sixty (60) day written notice.
B. TERMINATION UPON LOSS OF IRRIGATION SOURCE: In the event
that the existing surface irrigation water source is discontinued or the
irrigation system is otherwise made unusable for any reason (including but not
limited to a catastrophic failure of the irrigation system), City or Central may
elect to immediately terminate this agreement upon notice to the other party.
C. TERMINATION UPON CITY'S DEFAULT: If City is in breach or default
of any terms, covenants, or conditions of this Agreement and fails or refuses
to cure such breach or default within ten (10) days of written notice thereof,
this Agreement, and all rights of City conferred by this Agreement, at
Central's option, may be deemed terminated and forfeited without further
notice or demand.
Temporary License and Maintenance Agreement - 3 -
8. ASSIGNMENT OR TRANSFER
City shall not assign, sublet or transfer the licensed premises, or any portion
thereof, or cause or suffer any alterations thereto, other than as specified in this
Agreement, without the express written consent of Central.
9. NOTICES
A. All notices to be given with respect to this Agreement shall be in writing
addressed as follows:
To Central: Bradley E. Miller
Van Auker Properties
3084 East Lanark
Meridian, ID 83642
To City: City of Meridian
Director, Parks and Recreation Dept.
11 West Bower Street
Meridian, ID 83642
With a copy to: City Clerk
City of Meridian
33 East Idaho Street
Meridian, ID 83642
B. Notice shall be either delivered or sent by certified mail, postage prepaid,
return receipt requested to the party to be notified at the address specified
above, or such other address as either party may designate in writing. Every
notice shall be deemed to have been given at the time it is deposited in the
United States mail, or upon delivery to the party above specified, or their
agent or legal representative.
10. CONDITION OF LICENSED PREMISES
City acknowledges that City has inspected the licensed premises and does hereby
accept the licensed premises as being in good and satisfactory order, condition,
and repair. City agrees that upon termination of this Agreement, City shall
surrender the licensed premises to Central in the same good condition as received,
reasonable wear and tear, damages by fire, acts of vandalism, or act of God
exempted.
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11. APPROVAL BY CITY COUNCIL REQUIRED
This Agreement shall not be effective for any purpose whatsoever until it is
approved by the resolution of the City Council and executed by the Mayor.
IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and
year first above written.
CITY OF MERIDIAN
By:
T de W& , Mayor
Attest:
William G. Berg, Jr., Ci Cler ,tot ,
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"Temporary License and Maintenance Agreement -5-
EXHIBIT "A"
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