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MYB Draft Agmt CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT THIS AGREEMENT made and entered into this day of , by and between the City of Meridian, an Idaho Municipal Corporation, hereinafter called "City", and the Meridian Youth BasehaWSoftball, Inc., a 501(c)(3) Corporation, hereinafter called "MYB/S INC." WHEREAS, "MYB/S INc." is a service organization dedicated to public service for fund raising in support of the youth of Meridian and W estem Ada County; and WHEREAS, "MYB/S INC." and the "City" desire to cooperate to improve recreation opportunities for youth and the residents of Meridian and W estem Ada County; and WHEREAS, the "City" has available a 23.5 acre parcel within Meridian Settler's Park; and WHEREAS, the "City" and "MYB/S INC." agree to designate the 23.5 acre parcel site as a Special Use park to support youth. WHEREAS, the "City" is willing, upon certain terms and conditions, to provide use of the entire 23.5 acre site for a period of time defined within this AGREEMENT; and NOW, THEREFORE, the parties hereto agree as follows: 1. USE For and in consideration of promises contained herein, and other good and valuable consideration, "City" hereby gives and grants to "MYB/S INC." the right, privilege and license to use certain property (the "premises") Meridian Youth Baseball/Softball complex more particularly described in Exhibit A, attached hereto and incorporated herein by reference and attachment. 2. TERM OF AGREEMENT This AGREEMENT shall be for a term oftwenty-five (25) years, with an option to renew by "MYB/S INc." for an additional ten 00) year period commencing on the day of , Notice must be given to the other party in writing to the other party at least ninety (90) days prior to the commencement of the option period if the renewal is not desired by either party. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 1 OF 10 3. DEVELOPMENT AND USE OF PREMISE "MYB/S INC." will partner with the "City" to construct the park property for the use of "MYB/S INC." youth within the above-described area, which shall be constructed and maintained in accordance with the following provisions: a. "MYB/S INC." will provide funding necessary for the construction ofthe buildings and a portion of the facility premises as described by the department and shown on the Park Master Plan. b. Development of the premises shall be in the following noted phases, which shall be completed within three (3) years of the date hereof provided, and that two additional years may be granted if necessary and so long as good faith efforts to raise funds and make progress toward completion are demonstrated. c. Phase One shall include: (MYB/S INC responsibility) 1. All engineering and construction documents. 2. All baseball back stops and fencing. 3. Sprinkler irrigation installation. 4. Hire Construction Manager This Phase One is substantially complete and scheduled for final completion in September 2006. d. Phase Two shall include: 1. 2. 3. Construction of restroom buildings. Construction of concession buildings. Construction of maintenance building. e. "MYB/S INc." shall not use or permit the use of the premises for any other purpose without the express written consent of the "City". f. The portion of Meridian Settler's Park to which this agreement applies, is to remain open to public use when not scheduled for organized use by "MYB/S INc." related activities. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 2 OF 10 n. g. "MYB/S INc." will provide a yearly schedule of events to "City". h. Park rules and regulations and applicable city ordinances will be observed and complied with. 1. "MYB/S INc." understands that the premises licensed for use is first and foremost a "City" park and must obtain pennission ITom "City" prior to the start of any earth work, grading or construction being performed. J. "MYB/S INC." agrees to develop the park to "City" park construction specifications and all construction will require a building permit prior to the start of construction. k. "MYB/S INc." agrees to maintain records of donations and record volunteer labor hours and provide the "City" copies of such records every six (6) months during the construction period. 1. "MYB/S INC." agrees to perform the following site maintenance during their scheduled use of the site: stripe all playing fields; place a minimum oftwo trash receptacles at each play field, the "City" will provide the necessary trash receptacles and receptacle liners; remove the garbage ITom all trash receptacles and place in designated trash container at the end of each day that games are scheduled; provide a six yard trash container, and provide portable toilets as necessary. m. "MYB/S INc." shall be permitted to exclusively operate and maintain a food concession on site during their scheduled use. Maintenance and operation of concession operation shall include: maintain the interior of the concession building, obtain all appropriate permits and operate the concession to all City, County and State standards for a good operation; schedule, staff and manage concession operations; remove and properly dispose of litter generated from the concession operation. Revenue generated ITom the concession is to be placed towards the "MYB/S INc." program and other youth functions. "MYB/S INC." shall have the right to build and maintain, consistent with the terms of this agreement and the City's approved site Master Plan, maintenance/restroom with office on second story of the facility. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 3 OF 10 4. 5. o. "MYB/S INc." shall have sole and exclusive use of the interior of the buildings, and all personal property stored in such buildings is the property of the "MYB/S INC.". The "City" maintains the right to schedule and reserve site facilities such as shelters, and restrooms during non-scheduled "MYB/S INC." youth program use times. p. "MYB/S, INC." may only charge admission to facilities in the park in the following circumstances: a regional or state toumament hosted by "MYB/S, INc." which is affiliated with a national sponsor such as Cal Ripken or Babe Ruth in which the sponsor requires the host to charge admission fees; prior advance written notice has been given to "City" at least 30 days in advance of the date of the toumament; and the proceeds trom the admission fees shall be used to advance the goals and purposes of encouraging youth athletic competition and fitness. In the event that charging admission fees results in litigation or controversy involving the "City", the parties hereto agree to meet and renegotiate the circumstances in which admission fees may be charged. Except as provided herein, no admission charges shall be permitted for regular league play or any other regular activity of "MYB/S, INC." CONDITIONS OF USE a. It is understood that during construction that the facility will be secured in a manner that reduces the opportunity for injury to anyone entering the property. b. It is understood and agreed by the parties that "City" has no obligation to pay for construction of the park unless agreed to in writing and attached to this License Agreement. "City" makes no warranty or promise as to the condition, safety, usefulness or habitability of the premises and "MYB/S INc." accepts the premises "as is". INDEMNIFICATION AND INSURANCE "MYB/S INC." indemnifies "City" and holds "City" hanDless from any loss, liability, claim or action for damages or injury to "MYB/S INc.", or personal property, or their employees, agents, guests or business invitee(s) attending or participating in any "MYB/S INC." event, game or practice and arising out of or resulting trom the condition of the premises or any lack of maintenance or repair thereon. It is further understood and agreed "MYB/S INC." shall not be considered agents of "City" in any manner or CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 4 OF 10 for any purpose whatsoever in their use and occupancy of the premises, and "MYB/S INC." hereby agrees to indemnify and hold "City" hanDless from any loss, liability, claim or action from damages or injuries to persons or property in any way arising out of or resulting from the use and occupancy of the LICENSED premises by "MYB/S INC.", their agents, employees, guests or business invitee(s) attending or participating in any organized "MYB/S INC." event, game or practice. If any claim, suit or action is filed against "City" for any loss or claim described in this paragraph, "MYB/S INc.", at "City's" option shall defend "City" and assume all costs, including attorney's fees, associated with tl1e defense or resolution thereof, or indemnify "City" for all such costs and fees incurred by "City" in the defense or resolution thereof, however the "City" shall not be relieved hereby ITom liability for its own negligence or that of its employees. In addition, "MYB/S INc." shall maintain, and specifically af,Tfees to maintain throughout the term ofthis AGREEMENT, liability insurance in which "City" shall be named insured in the minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless "City"; and if "City" becomes liable for an amount in excess of the insurance limits, herein provided, "MYB/S INC." covenants and agrees to indemnify and save and hold harmless "City" ITom and for all such losses, claims, actions, or judgments for damages or liability to persons or property occurring as a result of attending or participating in any organized "MYB/S INC." event, game or practice. "MYB/S INC." shall provide "City" with a certification of insurance or other proof of insurance evidencing "MYB/S INC." compliance with the requirements of the paragraph and file such proof of insurance with: City of Meridian 33 East Idaho Street Meridian, Idaho 83642 In the event the insurance minimums of the Idaho Tort Claims Act are changed, "MYB/S INC." shall immediately submit Proof of Compliance with the changed limits. The "MYB/S INc." will provide "City" a detailed Master Plan as approved by the Board of Parks and Recreation Commissioners for which construction will be designed and built. 6. CITY RESPONSIBILITIES CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 5 OF 10 e. 7. a. Phase One: 1. The construction of playing tìelds. 2. All underground utility construction. 3. Parking lot drainage, sub-base to grade and paving. 4. Pathway and sidewalk sub~base to grade and paving. 5. Curb, gutter, and sidewalks. 6. Fine grading for seed preparation, grass seeding. This Phase One is substantially complete and scheduled for final completion in September 2006. b. The "City" will apply for and pay associated fees for all "City" and County permits and applications for construction purposes for improvements to the site. The "City shall pay all ACHD fees associated with this development. c. The "City" will approve all detailed specifications for construction of all site improvements to the park. d. The "City" will provide project inspections during construction to assure that all improvements are constructed to the approved specifications. The "City" shall perform all site maintenance other than what "MYB/S INc." has agreed to maintain as noted above in item 3. L. of this AGREEMENT. The City will accept maintenance after each phase of construction is complete and acceptable to the City as outlined herein. TERMINATION UPON BREACH OR DEFAULT This AGREEMENT may be tenninated by either party upon a breach of this agreement and failure to cure such breach after sixty (60) days written notice. In such event, "MYB/S INC." shall be required to remove all personal property and otherwise vacate the premises on or before the expiration ofthe sixty (60) day period. In the event of a holdover by "MYB/S INc." beyond the sixty (60) day period, "City", in addition to and without waiver of any other rights or remedies it may have, may immediately re~enter and take possession and expel "MYB/S INC." ITom the premises, with or without process of law. In the event of re-entry by "City", "MYB/S INC." shall be liable for any damages suffered by "City", its agents or employees, and any costs, including legal expenses and attomeys fees, incurred by "City" in recovering the premises. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 6 OF 10 8. NON-WAIVER "City's" waiver on one or more occasion of any breach or default of any tenD, covenant or condition of this AGREEMENT shall not be construed as a waiver of any subsequent breach or default of the same or a different term, covenant or condition, nor shall such waiver operate to prejudice, waive or affect any right or remedy "City" may have under this AGREEMENT with respect to such subsequent default or breach by "MYB/S INc." shall be liable to "City" for all damages and costs, including legal expenses and attomey's fees, suffered or incurred by "City" in the enforcement of any of the terms, covenants or conditions of the AGREEMENT. 9. SURRENDER OF PREMISES Upon the expiration or earlier termination or cancellation of this AGREEMENT, "MYB/S INC." agrees to quit and surrender the premises to "City" without causing or suffering any waste thereon. "City" hereby agrees that in consideration of "MYB/S INC." performance of the tenDS and conditions of this AGREEMENT, "MYB/S INc." may peaceably and quietly have and enjoy the said premises for the duration of this AGREEMENT. 10. ASSIGNMENT, SUBLEASE OR TRANSFER "MYB/S INc." shall not assign, sublet or transfer the LICENSED premises, or any portion thereof, or cause or suffer any alterations thereto, other than as specified in this AGREEMENT, without the express written consent of "City". 11. NOTICES a. All notices to be given with respect to this AGREEMENT shall be in writing addressed as follows: TO "MYB/S INc.": President Meridian Youth BasebaWSoftball, Inc. P.O. Box 55 Meridian, Idaho 83680 TO "CITY": City of Meridian Director, Parks and Recreation Dept. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 7 OF 10 11 West Bower Street Meridian, Idaho 83642 With a copy to: City Clerk 33 East Idaho Street Meridian, Idaho 83642 b. Notice shall be either delivered or sent by certified mail, postage prepaid, return receipt requested to the party to be notified at the address specified above, or such other address as either party may designate in writing. Every notice shall be deemed to have been given at the time it is deposited in the United States mail, or upon delivery to the party above specified, or their agent or legal representative. 12. AL TERA TIONS "MYB/S INC." shall not make, or permit to be made, alterations on or to the premises without first obtaining "City's" written consent. Additions to, or alterations of, the premises shall become at once a part of the real property and belong to "City". "MYB/S INC." shall keep the premises free from any liens arising out of any work performed for, materials fumished to, or obligations incurred by "MYB/S INC." 13. "MYB/S INC." INSPECTION OF PREMISES "MYB/S INC." acknowledges that "MYB/S INc." has inspected the premises and does hereby accept the premises as being in good and satisfactory order, condition, and repair. "MYB/S INc." agrees that upon tennination of this AGREEMENT for any reason, including the expiration of its term, "MYB/S INC." shall surrender the premises to "City" in the same good condition as received, reasonable wear and tear, damage by fire, or act of God excepted. 14. INSPECTON "MYB/S INc." shall permit "City" and "City's" contractors and employees, at any time, to enter the premises for the purposes of inspection for compliance with the tenDS of this Use AGREEMENT and for the exercise of "City's" rights, the posting of notices, and for all other lawful purposes. APPROVAL BY CITY COUNCIL 15. CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 8 OF 10 This AGREEMENT shall not be effective for any purpose whatsoever until it is approved by the resolution ofthe City Council and executed by the Mayor. By the granting of this LICENSE, the City Council is not obligating itself, the City of Meridian, its officers or agents, Witll regard to any other discretionary action relating to development or operation of said premises. Such discretionary actions include, but are not limited to, the granting or rezoning, variances, use permits, environmental clearances, or any other govemmental agency approval that is required by law. 16. BINDING EFFECT: This AGREEMENT and the terms and conditions hereof shall apply to and are binding upon the heirs, legal representative, successors and assigns of the parties. 17. PRIOR AGREEMENTS SUPERCEDED: This AGREEMENT contains the entire agreement between the parties as it pertains to the premises. IN WITNESS WHEREOF, the parties hereto have subscribed their names the day and year first above written. MERIDIAN CITY: MERIDIAN YOUTH BASEBALL/SOFTBALL, INC.: BY: Tammy de Weerd, Mayor BY: President Attest: BY William G. Berg, If., City Clerk APPROVED AS TO FORM AND CONTENT: CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 9 OF 10 Director, Parks & Recreation Department City Attomey Risk Manager Z:\ Work\M\Meridian\MeIidian 15360M\Parks\ Youth 2KProject\Devclopment and License Agmt MeIidian Baseball and Softball 02 05 04.doc CITY OF MERIDIAN PARKS & RECREATION DEPARTMENT DEVELOPMENT AND LICENSE AGREEMENT PAGE 10 OF 10