Recipient Agreement with Boys and Girls Club for Joint Use of GymnasiumRECIPIENT AGREEMENT AND
AGREEMENT FOR JOINT USE OF GYMNASIUM
This RECIPIENT AGREEMENT AND AGREEMENT FOR JOINT USE OF
GYMNASIUM. (hereinafter "Agreement") is made this t_ day of3lLA_, 2014
(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 Boys and
Girls Clubs of Ada County, Idaho, Inc., a nonprofit corporation organized under the laws
of the State of Idaho (hereinafter "BGC").
WHEREAS, the respective governing bodies of City and BGC are mutually
interested in enhancing the Meridian community's quality of life by providing and
supporting recreational facilities and opportunities, including gymnasium access and
programming, for members of the Meridian community;
WHEREAS, City and BGC recognize that through cooperation, facilities can be
shared to meet broader community needs for athletic programming and recreation than
either party can provide separately;
WHEREAS, at its June 24, 2014 meeting, the City Council of City agreed to
contribute five hundred thousand dollars ($500,000) toward BGG's construction of a
gymnasium and related improvements included in the building containing the
Gymnasium -(collectively -the "G- yrnnasum)-at BG(7s in Meridian;
WHEREAS, under the public purpose doctrine underlying Idaho Constitution
Article 8, section 2, as articulated by the Idaho Supreme Court in, e.g., Board of County
Commissioners of Twin Falls County v. Idaho Health Facilities Authority, 96 Idaho 498
(1975), the City can finance activities that have a primarily public purpose, rather than a
primarily private purpose, that is, activities that both benefit the community of Meridian
as a whole and are directly related to the function of government;
WHEREAS, BGC benefits the community of Meridian as a whole by offering
transportation to BGC from schools serving a high number of low-income children,
thereby facilitating these children's access to recreational, creative, entertainment,
socializing, informational, and educational opportunities, thereby proactively meeting
needs of an underserved and often low-income population, particularly at times of the day
when alternative childcare resources are unavailable, alleviating the need for other
agencies, families, and organizations do so, leading to crime prevention, public safety for
vulnerable persons, and ultimately, a responsible and productive citizenry;
WHEREAS, the respective governing bodies of City and BGC are mutually
interested in enhancing the Meridian community's quality of life by providing and
supporting transportation to BGC for children attending schools serving a high number of
low-income children; and find that it is fiscally responsible and in the best interest of the
community to share the costs and benefits of transporting these schools' participating
children to BGC;
AGREEMENT FOR JOINT USE OF Boys & GIRLS CLUB GYMNASIUM PAGE 1 OF 8
WHEREAS, the respective governing bodies of City and BGC find that it is
fiscally responsible and in the best interest of the community to enter into an agreement
sharing the costs of transporting children to the Gymnasium and related facilities at
BGC's Meridian location;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency 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 BGC agree as follows:
L General obligations of City.
A. Monetary contribution. Starting in Fiscal Year 2016, City agrees to pay to BGC,
annually, nine thousand dollars ($9,000.00), to be applied by BGC to BGC's costs of
providing free transportation to BGC's club facility located at 911 N. Meridian Road,
in Meridian, Idaho, from the following Meridian schools serving low-income
children: Peregrine Elementary School, Chief Joseph Elementary School, Meridian
Middle School, and Meridian High School. City will pay to BGC funds available
under this Agreement based upon detailed invoice submitted by BGC, and consistent
with any approved budget and City policy concerning payments.
primary Source -of Contact. City -shall -provide -BGC the name, e -mail -address,, and
telephone number of specific City personnel (hereinafter "City Contact") who shall
serve as City's primary contact between BGC and City for all matters regarding the
day-to-day scheduling, use, and maintenance of the Gymnasium. The BGC Contact
and the City Contact shall together review the partnership between BGC and City on
an as -needed basis, but at lease on an annual basis, to address any problems which
may have arisen and to discuss possible changes to improve matters regarding the
parties' joint use of the Gymnasium.
C. Adequate staffing. Where such use is scheduled or authorized by City, City shall
assign adequate staff to ensure that the Gymnasium is staffed by a City employee and
is maintained in a safe and sustainable condition, notwithstanding City's use thereof.
D. Reasonable use. City shall employ best efforts to ensure that the use of
Gymnasium is appropriate and reasonable during all times where such use is
scheduled or authorized by City. Where the use of the Gymnasium results in
excessive damage to same, over and above normal wear and tear, City shall reimburse
BGC for the proportionate cost of all necessary repairs. City shall exercise best
efforts to see that any and all use of Gymnasium, and conduct of City's participants,
guests, and invitees while on BGC property before and after such use, where such use
is scheduled or authorized by City, is in compliance with BGC's policies regarding
use of Gymnasium and governing persons on BGC's properties.
AGREEMENT FOR JOINT USE of Boys & GIRLS CLUB GYMNASIUM PAGE 2 OF 8
E. Site Supervisor. City shall assign one (1) Site Supervisor to unlock the Gymnasium,
set up equipment, be on site at BGC during games or practices in Gymnasium
scheduled by City, put away equipment, ensure that all persons have left Gymnasium.
and/or SGC, and lock the Gymnasium. The Site Supervisor shall advise BGC
immediately of any condition requiring assessment, maintenance, or repair. The Site
Supervisor may leave Gymnasium during such use of Gymnasium as needed to
supervise other facilities, during which time game officials shall provide supervision
on City's behalf of Gym use; however the Site Supervisor shall be assigned to spend
the majority of his or her time in the Gymnasium BGC supervising Gymnasium use.
II. General obligations of BGC.
A. Transportation Activities. BGC shall use City's annually provided funds toward
fulfilling its mission to "inspire and empower all young people, especially those who
need us most, to realize their full potential as productive, responsible and caring
citizens," by providing free transportation to BGC from the following Meridian
schools serving low-income children: Peregrine Elementary School, Chief Joseph
Elementary School, Meridian Middle School, and Meridian High School. As a
condition of receiving these funds, BGC shall be responsible for administering its
City funds in a manner satisfactory to City and consistent with any and all
requirements set forth in this Agreement.
.Documentation,•-annual-r-epor-t. BGC -shall -maintain -all -records -that are -pertinent to
the activities to be funded under this Agreement, including, but not limited to: full
descriptions and records of expenditures of funds received from City; records
required to document the acquisition, improvement, use or disposition of property
acquired or improved with funds received from City; financial records; other records
necessary to document compliance with this Agreement or applicable law. With
respect to funds received by BGC under this Agreement, between May 1 and June 15
every year throughout the term of this agreement, BGC shall provide to City a written
report of activities undertaken under this Agreement, including narrative descriptions
and records of each activity undertaken, property or services purchased, receipts, and
such other documentation as may be specifically requested by City to demonstrate
compliance with this Agreement or furtherance of goals set forth herein.
C. Performance monitoring. City will monitor the performance of BGC against goals
as set forth herein. Performance monitoring shall include City's review of BGCS'
submitted documents for accuracy and completion, as well as an on-site visit from
City staff to review the completeness and accuracy of records maintained.
Substandard performance as reasonably determined by City shall constitute
noncompliance with this Agreement. If action to correct such substandard
performance is not taken by BGC within fourteen days (14) after being notified by
City, this Agreement may be suspended or terminated.
AGREEMENT FOR JOINT USE OF BOYS & GIRLS CLUB GYMNASIUM PACE 3 OF 8
D. Primary Source of Contact. BGC shall provide City the name, e-mail address, and
telephone number of specific BGC personnel (hereinafter "BGC Contact") who shall
serve as BGC's primary contact between City and BGC for all matters regarding the
day-to-day scheduling, use, and maintenance of the Gymnasium.
E. Audits and inspections. With reasonable advance notice to BGC, all of BGC's
records with respect to any matters covered by this Agreement shall be made
available to City at any time during normal business hours, as often as deemed
necessary, to audit, examine, and make excerpts or transcripts of all relevant data for
purposes of investigation to ascertain compliance with the rules, regulations and
provisions stated herein. Any deficiencies noted in audit reports must be fully
repaired by BGC within thirty (30) days after receipt of such report by BGC. Failure
of BGC to comply with the above audit requirements will constitute a violation of this
Agreement and may result in the withholding of future payments.
111. General rights of City.
A. Collection of Fees. In accordance with its policies, City shall have right to assess
and collect reasonable user fees from persons who use Gymnasium; however, the
amount of such user fees shall not exceed costs and expenses actually incurred. BGC
shall not be entitled to any user fee assessed and/or collected by City.
B.City -pr-ior-ity- use -of -Gymnasium. During -the -term -of -this Agreement, -City -shall be
entitled to priority use of the Gymnasium for practice sessions, games, classes,
camps, and related preparatory activities, under the terms set forth in this Agreement,
from 6:30 p.m. to 10:30 p.m., on all Mondays, Tuesdays, Wednesdays, and
Thursdays. City may request additional use of the Gymnasium at other times, which
use may be granted as availability permits, in BGC's sole discretion. City agrees to
cooperate with BGC on occasions when BGC may need the use of the Gymnasium
for occasional special events during times otherwise reserved for City's use.
IV. General Provisions.
A. Term of Agreement. This Agreement shall become effective as of the Effective
Date upon execution by both parties, and shall expire ten (10) 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 renewed automatically for
five-year periods thereafter unless terminated by either party in the manner provided
in this Agreement.
B. Nonappropriation. Notwithstanding any other provision of this Agreement, City
shall not be obligated by any provision of this Agreement during any future fiscal
year unless and until the Meridian City Council appropriates adequate funds for this
Agreement in the City's budget for each such future fiscal year. In the event that
AGREEMENT FOR .JOINT USE OF BOYS & GIRLS CLUB GYMNASIUM PAGE 4 OF 8
funds are not appropriated for this Agreement, then this Agreement shall terminate as
of September 30 of the last fiscal year for which funds were appropriated. City shall
notify BGC of any such non -allocation of funds at the earliest practicable date. In the
event of such termination city's use of the Gymnasium shall cease, and BGC shall
have no obligations to City under this Agreement other than for the accounting for
funds received from City prior to such termination.
C. Conflict Resolution. If either party believes that the other party is not fulfilling 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 reject the complaint, explaining the mitigating circumstances and why a
remedy cannot be achieved.
D. Notice. Communication between the BGC Contact and the City Contact regarding
day-to-day matters (e.g., issues related to use, scheduling, and maintenance of
Gymnasium) shall occur via e-mail 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 United States mail, addressed as follows:
City of Meridian Boys and Girls Clubs of Ada
County
Attn: Steve Siddoway Attn: Colleen Braga
P-ar-ks-& Recr-eationDepartment-DirectorExecutiveDirector
33 E. Broadway Avenue 610 E. 42nd Street
Meridian, Idaho 83642 Garden City, Idaho 83714
Either party may change its authorized representative and/or address for the purpose
of this paragraph by giving written notice of such change to the other party in the
manner herein provided.
E. Assignment. City shall not assign or sublet all or any portion of City's interest in this
Agreement or any privilege or right hereunder, either voluntarily or involuntarily,
without the prior written consent of BGC. BGC shall not assign or sublet all or any
portion of BGC'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 terms and conditions hereof shall apply to and are
binding upon the respective organizations, legal representative, successors, and
assigns of the parties.
F. No agency. Neither party nor their employees, agents, contractors, officials, officers,
servants, guests, and/or invitees shall be considered the agent of the other party in any
manner or for any purpose whatsoever as a result of this Agreement.
G. Indemnification of City. BGC and each and all of its employees, agents,
contractors, officials, officers, servants, guests, and/or invitees, and all participants in
BGC 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
AGREEMENT FOR JOINT USE OF BOYS & GIRLS CLUB GYMNASIUM PAGE 5 OF 8
property and losses and expenses caused or incurred by BGC or any BGC employee,
agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in
or observer of BGC programming, at or in its use of Gymnasium or any lack of
maintenance or repair thereon and not caused by or arising out of the tortious conduct
of City.
H. Indemnification of BGC. City and each and all of its employees, agents,
contractors, officials, officers, servants, guests, and/or invitees, and all participants in
City programming, shall indemnify and save and hold harmless BGC from and for
any and all losses, claims, actions, judgments for damages, or injury to persons or
property and losses and expenses caused or incurred by City or any City employee,
agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in
or observer of City programming, at or in its use of Gymnasium or any lack of
maintenance or repair thereon and not caused by or arising out of the tortious conduct
of BGC.
L Insurance. BGC shall maintain, and specifically agrees that it will 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. 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
BGC or any _B-G-C-employee,_agent,_contractor,_official,_officer_,_servant,_guest,_and/or
invitee, or any participant in or observer of BGC programming. City shall maintain
adequate liability insurance, and shall name the Boys and Girls Clubs of Ada County,
Idaho, Inc., as an additional insured. Neither City nor BGC makes no warranty or
promise as to the condition, safety, usefulness, or habitability of the premises. Unless
otherwise notified as provided herein, City accepts Gymnasium for use as -is, both at
the Effective Date of this Agreement and throughout the term of this Agreement.
J. Compliance with laws. Both parties agree to comply with all applicable federal,
state and local laws, regulations, and policies governing the funds provided and
activities undertaken under this Agreement.
K. Nondiscrimination. In performing activities pursuant to this Agreement, neither
party shall not unlawfully discriminate in violation of any federal, state or local law,
rule or regulation against any person on the basis of race, color, religion, sex, national
origin or ancestry, age or disability. Both parties agree to comply with Title VI of the
Civil Rights Act of 1964 as amended, Title VII of the Civil Rights Act of 1968 as
amended, the Americans with Disabilities Act of 1990, and the Age Discrimination
Act of 1975.
L. Amendments. The parties hereto may amend this Agreement at any time provided
that such amendments make specific reference to this Agreement, and are executed in
writing, signed by a duly authorized representative of each party. Such amendments
shall not invalidate this Agreement, nor relieve or release either party from its
AGREEMENT FOR JOINT USE OF BOYS & GIRLS CLUB GYMNASIUM PAGE 6 OF 8
obligations under this Agreement. City may, in its discretion, amend this Agreement
to conform with federal, state or local laws or available funding amounts; however, if
such amendments result in a change in the funding, the scope of services, the
schedule of the activities to be undertaken as part of this Agreement, or constitute a
material modification of the terms of this Agreement, such modifications will be
incorporated only by written amendment acceptable to, and signed by, both parties.
M. Termination.
1. Notice of termination. Either party may terminate this Agreement by, at least
thirty (30) days before the effective date of such termination, giving written notice
to the other party of such termination and specifying the effective date thereof.
2. Termination for material noncompliance. Suspension or termination of the
Agreement, in whole or in part, may occur if any party materially fails to comply
with any term of this Agreement, which shall include, but shall not be limited to,
the following:
a. Failure by BGC to comply with any statutes, regulations, or City policies
or directives as may become applicable at any time;
b. City's failure to provide adequate supervision of its participants, guests,
and invitees as provided in this Agreement;
c. An act or omission by either party which breaches any term of this
Agreement.
d. Ineffective or improper use of funds provided under this Agreement; or
e. Submission by the BGC to City reports that -are incorrect -or incomplete in
any material respect.
3. Penalty for material noncompliance. In addition to suspension or termination
of this Agreement and/or any other remedies as provided by law, upon a finding
of material noncompliance by BGC, City may declare BGC ineligible for any
further City funding.
4. Termination process. Either party may terminate this Agreement by providing
(6) months advance written notice of intention to terminate. Such written notice
shall include a description of the breach or circumstances providing grounds for
termination. A ninety (90) day cure period shall commence upon mailing of the
notice of intention to terminate. If, upon the expiration of such cure period, cure
of the breach or circumstances providing grounds for termination has not
occurred, this Agreement may be terminated upon provision of written notice of
termination.
N. Attorney 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 provision shall be deemed to
be a separate contract between the parties and shall survive any default, termination
or forfeiture of this Agreement.
O. Construction and Severability. 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
AGREEMENT FOR JOINT USE OF BOYS & GIRLS CLUB GYMNASIUM PAGE 7 OF 8
part of this Agreement so long as the remainder of the Agreement is reasonably
capable of completion. If any provision of this Agreement is held invalid, the
reminder of the Agreement shall not be affected thereby and all other parts of this
Agreement shall nevertheless be in full force and effect.
P. Entire Agreement. 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.
Q. 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 in enforcement.
R. Approval Required. This Agreement shall not become effective or binding until
approved by the respective governing bodies of both City and BGC.
IN WITNESS WHEREOF, 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.
Boys and Girls Clubs of Ada County, Maho, Inc.
By: Colleen Braga, Executi@e Director
CITY:
City of Meridian Attest: 00,.,0-57z
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By: Tam Weerd, Mayor Ja e o a, i y IDAHO
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AGREEMENT FOR JOINT USE OF BOYS & GIRLS CLUB GYMNASIUM PAGE 8 OF 8