West Ada Recreation District License and Management Agreement Lakeview Golf Course Item#17.
LICENSE AND MANAGEMENT AGREEMENT
BETWEEN
WESTERN ADA RECREATION DISTRICT
AND
THE CITY OF MERIDIAN
FOR MAINTENANCE AND OPERATION OF
LAKEVIEW GOLF COURSE
THIS AGREEMENT (the "Agreement")made and entered into this I Ith day of
August, 2020, by and between the Western Ada Recreation District, a Recreation District
created and organized under Title 31, Chapter 43 of the Idaho Code ("District"), and the City of
Meridian, an Idaho municipal corporation ("City").
WHEREAS,City owns real property located at 4200 W Talamore Boulevard in Meridian,
which is currently developed as an 18 hole public golf course, driving range, pro shop, restaurant
and related facilities known as the Lakeview Golf Course (the "Facility").
WHEREAS, the Facility is currently under lease by the City to Lakeview Meridian
Investors, LLC, (the "Leasehold Owners").
WHEREAS,the Leasehold Owners' use of the Facility is pursuant to a certain Agreement
of Lease between the City of Meridian and Cherry Lane Recreation, Inc. dated August 13, 1999,
which was assigned to the Leasehold Owners in an Assignment of Lease and Amended Lease
Agreement between Leasehold Owners, as Lessee, and the City of Meridian, as Lessor,dated May
17, 2005 (all collectively referred to as the "Lease").
WHEREAS, District is currently under contract or will be under contract to purchase the
assets of the Leasehold Owners, including their interest in the Lease,the leasehold improvements,
and certain assets, properties and contractual rights used in connection with the operation of the
golf course.
WHEREAS, City intends to agree to an assignment of the Lease to District at such time
that the purchase of the assets of the Leasehold Owners is completed.
WHEREAS, City has proven experience at successfully and efficiently operating,
maintaining, and programming public recreation facilities across the City.
WHEREAS, District is interested in entering into a partnership with City to support the
efficient operation of Lakeview into the future.
WHEREAS, District is willing, upon certain terms and conditions, to license the Facility
to City for the purposes stated herein for a period of time defined within this Agreement.
NOW, THEREFORE,the parties hereto agree as follows:
A. GRANT OF LICENSE
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For and in consideration of promises contained herein, and other good and valuable
consideration, District hereby gives and grants to City the non-exclusive right, privilege
and license to maintain and operate the Facility.
B. TERM OF AGREEMENT
The term of this Agreement commences on October 9, 2020 and ends on September 30,
2023 unless the parties mutually agree on an extension or early termination of this
Agreement. City's agreement to continue its obligations under this Agreement shall be
contingent on the City Council's appropriation of the funds necessary to operate and
maintain the Facility.
C. MASTER PLAN FOR OPERATIONS, IRRIGATION AUDIT, AND WATER
RIGHTS RESEARCH
City and District will endeavor to retain the services of a consultant or consultants to
prepare (1) a Master Plan for the Operation of the Facility, (2) an Audit of the state of the
Irrigation System including recommendations for extent and timing of any required repair
or replacement of the irrigation system, and (3) Water Rights Research and filing of
paperwork with the Idaho Department of Water Resources as necessary to assure that the
water rights associated with the facility are fully secured. District agrees to contract
directly with the mutually selected consultant(s) and District agrees to pay up to a
combined total of$65,000 for such consulting services and deliverables. Subject to mutual
agreement, the parties may negotiate for additional funds based on actual quotes for the
work.
D. USE OF LICENSED PREMISES
City or its assignee(s) shall be licensed to operate and maintain the Facility in a manner
consistent with other municipal golf course facilities.
E. MAINTENANCE AND OPERATION OF THE FACILITY
City's maintenance and operation of the Facility during the term of this Agreement shall
be consistent with the terms of the Lease agreement dated May 17, 2005 referred to in the
premises (the "whereas clauses") and incorporated herein by this reference. Specifically,
City's (or City's assignee(s)) obligations shall include but are not limited to the following
Service Obligations:
1. Golf Services.
City is hereby authorized to grant tee times to the general public on a fair and equitable
basis, sell, rent, store and/or repair golf equipment; sell golf related clothing and
supplies; provide instructional services in the playing of golf, rent power-driven golf
cars and manually operated golf carts.
2. Junior Golf Program.
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City shall participate in the promotion of a Junior Golf Program. The City will
coordinate with schools for instructional use, team practice, matches and tournaments.
3. Food and Beverage Services.
City or its assignee is hereby authorized to sell food and beverages, including alcoholic
beverages,within the restaurant. City or its assignee must obtain and maintain all City,
State and Federal licenses and certificates necessary to operate the food and beverage
services in accordance with business and health standards. All employees must be able
to meet such associated standards as well. City or its assignee may operate the restaurant
facility so as to maintain hours of service in conjunction with all regular golf course
activities, including regularly or specially scheduled tournaments. The restaurant may
be operated at additional times, so long as it complies with all laws and regulations
applicable thereto. City or its assignee may install and maintain, at their own expense,
all equipment necessary to operate a food and beverage service. City or its assignee
shall provide and maintain the necessary inventory of food and beverage products
required to satisfy the public demand thereof.
4. Liquor License.
The Idaho State Retail by the Drink License to be included in the sale of golf course
assets to District shall be retained in the ownership of the District during the term of this
Agreement unless otherwise agreed by the Parties. District shall cooperate with City or
City's assignee to utilize the License in connection with the food and beverage services
at the Facility.
5. Building and Equipment Maintenance Services.
City shall, at his expense, keep and maintain the premises and all buildings, structures,
improvements, fixtures, trade fixtures, golf course maintenance equipment and use
equipment, including power-driven golf cars and manually operated golf carts, office
equipment, and utility systems which may now or hereinafter exist thereon, in good,
operable, usable and sanitary order and repair and in a good, safe condition, ordinary
wear and tear excepted, throughout the term of this Agreement. City's obligation to
maintain equipment shall apply whether the equipment is owned by City or District,
including equipment subject to lease agreements held by District. At such time that
equipment owned by District has reached the end of its useful life, City shall cooperate
with District to declare such items as surplus equipment or otherwise lawfully dispose
of such depleted equipment. City, at its sole expense, shall be responsible for replacing
any depleted equipment and City shall be responsible for procuring any additional
equipment that City deems necessary to meet its maintenance and operations
requirements under this Agreement.
6. Grounds Maintenance Requirements.
City is hereby required to provide grounds maintenance services, including, but not
limited to, the obligation to mow, edge, trim, overseed, fertilize, aerate, irrigate, sod,
change cups, service tees, topdress, raise divots, rake traps, spray, mop, spot irrigate,
syringe, and renovate turf and shrub areas designated hereunder; as well as to provide
weed, disease and pest control, tree maintenance, maintenance of irrigation system
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including mainlines,pumps,boosters and controllers,keep swales in good repair and to
provide the necessary maintenance of any appurtenant structures and equipment, and
other duties as deemed necessary by City.
7. Irrigation System.
City shall use its best efforts to maintain and operate the golf course irrigation system
in its current state. Upon receipt of the Irrigation System Audit, City and District shall
confer and agree upon the best course of action for the long term maintenance and repair
of the irrigation system. Neither City nor District have any obligation for the long term
maintenance and repair of the irrigation until agreed to in writing.
8. Staff and Employment Practices.
During the term of this Agreement,City intends to maintain an adequate and proper staff
to support its maintenance and operations obligations under this Agreement. City may
hire staff directly as City employees, or City may manage staff employed by an
independent staffing agency, or some combination thereof.
9. Utilities and Irrigation Assessments.
At the commencement of the term of this Agreement, the City shall provide for the
transfer of all applicable utility and telephone accounts to City accounts, and thereafter
shall provide and pay for any necessary utilities, telephone service, and irrigation
assessments at the golf premises.
F. PAYMENT OF RENT
In consideration for the obligations agreed to by City under this Agreement, and the benefit
provided to the public, City shall not owe any monetary rent to District as rent during the
term of this Agreement. City shall be entitled to retain any net profits from golf course
operations, and City shall have the obligation to incur any net losses from golf course
operations.
G. INDEMNIFICATION AND INSURANCE
City hereby agrees to indemnify and hold District 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/or occupancy of the Facility by City, its agents,
assignees, employees, guests, or business invitees. If any claim, suit or action is filed
against District for any loss or claim described in this paragraph, to the extent allowed by
law City shall defend District and assume all costs, including attorney's fees, associated
with the defense or resolution thereof, however District shall not be relieved hereby from
liability for its own negligent or willful acts or omissions 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 District.
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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.
H. TERMINATION
TERMINATION UPON DEFAULT: If either party 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 180 days of written notice thereof, this Agreement, and all rights conferred
by this Agreement, at the non-breaching party's option, may be deemed terminated and
forfeited without further notice or demand. Termination action by the non-breaching party
shall be tolled as long as the party in breach is actively pursuing reasonable efforts to cure
the breach.
TERMINATION UPON MUTUAL AGREEMENT: The parties may mutually agree to
terminate this agreement in writing at any time.
I. ASSIGNMENT OR TRANSFER
City shall not assign, sublet or transfer the City's interest in the licensed premises pursuant
to this agreement, or any portion thereof, or cause or suffer any alterations thereto, other
than as specified in this Agreement, without the express written consent of District, which
consent shall not be unreasonably withheld.
J. NOTICES
1. All notices or other communications required or permitted under this Agreement shall
be in writing and may be given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with
return receipt requested, by overnight courier, or by delivering the same in person to
such party, addressed as follows:
To District: Western Ada Recreation District
By Mail at: P.O. Box 566
Meridian,ID 83680
By Delivery at: 30 E. Franklin Rd
Meridian, ID 83642
To City: City of Meridian
Attn: City Clerk
33 E. Broadway Avenue
Meridian ID 83642
2. Notice shall be deemed given and effective the day personally delivered, the day sent
by overnight courier,subject to signature verification,and the day of deposit in the U.S.
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nail, certified, return receipt requested, of a writing addressed and sent as provided
above. Any party inay change the address for notice by notifying the other parties of
such change in accordance with this Section.
K. APPROVAL BY GOVERNING BOARDS REQUIRED E
E
This Agreement shall not be effective for any purpose whatsoever until it is approved by
the parties' respective governing boards.
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IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and year first
above written.
WESTERN ADA RECREATION DISTRICT
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By,
Sl t Wardle, Board President
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CITY r ERIDIAN r !
Robert E. Simis4n, Ma 'or
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ChrNJ hnson, ty Clerk
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