Hillsdale Agreement AGREEMENT FOR SCHOOL DISTRICT USE OF
HILLSDALE PARK
This AGREEMENT FOR SCHOOL DISTRICT USE OF HILLSDALE PARK (hereinafter
"Agreement") is made this day of '5U,/yle , 2017 (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 West Ada School District, a school district organized under the
laws of the State of Idaho (hereinafter"DISTRICT").
RECITALS:
i. The respective governing bodies of DISTRICT, CITY, and other entities entered into a
Memorandum of Understanding establishing a partnership at The Hill in 2016.
ii. DISTRICT and CITY recognize that through collaboration and sharing of publicly-held j
facilities, they can more fully and effectively provide opportunities for diverse educational,
recreational, athletic, and wellness programming than any of either can provide separately.
iii. DISTRICT has built and currently operates Hillsdale Elementary School, located at 5225 S.
Stockenham Avenue, in Meridian.
iv. WHEREAS, CITY has entered into an Agreement to Transfer Real Property from the
Treasure Valley YMCA ("YMCA") recorded as Instrument No. 2016-121434 on
December 15, 2016, records of Ada County, Idaho (the "Transfer Agreement")
V. WHEREAS, the Transfer Agreement provides for the future transfer to CITY of a portion of
YMCA's Property for a public park ("Park Property") and which shall be owned and
maintained by CITY upon such transfer. The Transfer Agreement further provides for the
lease of the Park Property to CITY in the event that the transfer of the Park Property is
delayed or denied;
vi. The Park Property is subject to certain reversionary rights, interests and encumbrances as set
forth in the Transfer Agreement which require the Park Property to be maintained in
perpetuity as a public park.
vii. CITY intends to construct and operate a public park, Hillsdale Park, on land adjacent to
Hillsdale Elementary School, on land owned or leased by CITY which facility may include a
playground, landscaped open space, a paved walking path, and turfed open playing fields
(hereinafter, collectively, "PARK").
viii. DISTRICT desires to utilize some or all of the facilities at Hillsdale Park to provide
recreational opportunities to the students at Hillsdale Elementary School.
ix. CITY finds, pursuant to its authority under Idaho Code section 50-303, that the recreation
needs of the residents of Meridian can be better served through shared use of the facilities at
Hillsdale Park.
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X. In exchange for the opportunity to use CITY's facilities and/or grounds, DISTRICT desires
to provide certain written assurances and indemnifications to CITY for claims and damage
arising out of or occurring during and from such use as hereinafter set forth.
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, DISTRICT and CITY agree as follows:
A. Oblivations of CITY.
1. PARK Use. Based on the principles of the Hill partnership, CITY shall provide to
DISTRICT non-exclusive use of PARK on the terms and conditions set forth in this
Agreement, at no cost, at such time that the PARK construction has been completed
and the PARK facilities are open to the general public.
2. Use Policies. CITY shall exercise best efforts to see that any and all use of PARK
during school hours, where such use is scheduled or authorized by CITY, is in
reasonable compliance with DISTRICT's policies regarding use of DISTRICT
facilities. Under current Idaho Law, however, CITY does not have the ability to
prohibit the carrying of firearms by the general public in the public park.
3. Maintenance. CITY shall be responsible for the routine mowing and irrigation of
PARK pursuant to CITY's regular mowing and irrigation schedule. CITY shall also
provide such other turf care and maintenance (i.e., fertilizing, weed control, etc.) to
PARK equal to that which CITY provides to the grounds other City park facilities.
CITY shall be responsible for maintenance and repair of playground equipment
unless damaged by WASD's use.
4. Utilities. CITY shall pay for all utilities and services that are provided to PARK,
including, but not limited to, electricity, potable water, sewage service, waste and
refuse removal.
5. Determination of suitability. CITY shall be solely responsible for determining the
suitability PARK and all facilities, amenities, and portions thereof.
B. Obligations of DISTRICT.
1. Supervision.
a. DISTRICT acknowledges that this Agreement allows only non-exclusive use and that
during all operating hours, PARK is open to the general public. Accordingly,
DISTRICT agrees to provide on-site supervision of any and all use of PARK by
DISTRICT students, where such use is scheduled or authorized by DISTRICT.
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b. DISTRICT shall exercise best efforts to see that any and all use of PARK, where such
use is scheduled or authorized by DISTRICT, is in compliance with DISTRICT's
policies regarding use of DISTRICT facilities.
2. Park Use, Maintenance and Repair.
a. DISTRICT shall exercise best efforts to properly dispose of all trash and refuse
generated from use of PARK. Such disposal may be made by use of CITY-provided
trash receptacles where available.
b. DISTRICT shall reimburse CITY for the costs related to repair and/or replacement of
any and all improvements located on, and components of, PARK that are physically
damaged (including, but not limited to, all damage from misuse and/or vandalism): (i)
during or as a result of any use scheduled and/or authorized by DISTRICT; (ii) by
person(s) who enter upon the PARK as a participant, guest, invitee, or observer, for any
use scheduled and/or authorized by DISTRICT.
C. Conflict Resolution.
If either party believes that the other party is not fulfilling the performance obligations
established by this Agreement, that 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. Hold Harmless and Indemnity.
1. Indemnification of City. District shall defend, indemnify and hold harmless the City, and
City's officers, agents and employees, from and against any and all demands, suits, actions,
claims, loss or damage of any kind, character or description, whether or not meritorious,
costs, or expenses, including, without limitation, attorneys' and other professional fees and
disbursements, in conjunction with any loss of life, personal injury and/or property damage
arising out of or relating to the occupancy or use by District of any part of the City's
facilities and/or grounds (PARK) occasioned by any act or omission of District or its
officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors,
except for such claim resulting solely from the negligence or otherwise wrongful act or
omission of the District and/or the District's officers, employees, or servants.
2. District to Maintain Insurance Coverage. District, at its own expense, shall keep and
maintain in kill force and effect a comprehensive general liability insurance policy issued by
a company licensed to engage in the insurance business in the State of Idaho.
a. The insurance policy shall contain standard liability insuring agreements in the limits set
forth in the Idaho Tort Claims Act, naming the City as a Certificate Holder. The limits
of said policy shall be not less than five hundred thousand dollars ($500,000.00) for
AGREEWENT FOR USE OF HILLSDALE PARK BY HILLSDALE ELEMENTARY SCHOOL Page 3 of 6
bodily or personal injury, wrongful death, or property damage or loss as a result of any
one (1) occurrence or accident, regardless of the number of persons injured or the
number of claimants.
b. Not less than five (5) business days prior to District's first use of City's facilities and/or
grounds, and at least annually thereafter for so long as District shall use any such facility
and/or grounds, District shall furnish the City with a certificate of insurance evidencing
the existence of such coverage, executed by a duly authorized representative of each
insurer.
c. The certificate of insurance shall provide that the company or program providing such
coverage shall provide the City with thirty (30) days prior written notice of cancellation
or material alteration of the policies set forth in the certificate of insurance.
d. In the event that the limits of the Idaho Tort Claims Act are modified, the District shall
deliver a new certificate of insurance to the City indicating compliance with the revised
limits within ten(10) business days of the effective date thereof.
e. To the extent allowed under the Idaho Tort Claims Act and the Idaho Constitution, such
insurance coverage shall be primary for any and all damage of any nature caused to or
incurred by the City arising out of District's use of the City's facilities and/or grounds.
E. Notices.
Communication between the DISTRICT Contact and the DISTRICT Contact regarding day-to-
day matters (i.e., use, scheduling, and maintenance of PARK) shall occur via e-mail, facsimile,
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, certified, return receipt requested, addressed as follows:
CITY of Meridian
Attn: Parks and Recreation Director
33 E. Idaho Avenue
Meridian, Idaho 83642
West Ada School District
Attn: Assistant Superintendent- Operations
1303 E. Central Drive
Meridian, Idaho 83642.
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.
F. Compliance with Laws.
In performing the scope of services required hereunder, DISTRICT and DISTRICT shall
comply with all applicable laws, ordinances, and codes of Federal, State, and local governments.
G. Attorney Fees.
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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.
H. Term of Agreement.
This Agreement shall become effective as of the Effective Date upon execution by both parties,
and shall expire twenty (20) years from the Effective Date unless earlier terminated or extended
in the manner as set forth in this Agreement. Upon expiration of this Agreement, the
Agreement will automatically renew for additional twenty (20) year terms.
I. Termination.
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 PARK.
WASD's agreement to continue its obligations under this Agreement shall be contingent on its
governing board's appropriation of the funds necessary to operate and maintain Hillsdale
Elementary School. This Agreement may also be terminated by mutual agreement of the
parties.
J. 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 part of this Agreement so long as the remainder of the
Agreement is reasonably capable of completion.
K. Exhibits.
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.
L. Entire Agreement.
This Agreement contains the entire agreement of the parties regarding the subject matter of this
Agreement and supersedes any and all other agreements or understandings, oral or written,
whether previous to the execution hereof or contemporaneous herewith.
M. 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.
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N. Applicable Law.
This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of Idaho.
O. Approval Required.
This Agreement shall not become effective or binding until approved by the respective
governing bodies of both CITY and DISTRICT.
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.
WEST ADA SCHOOL DISTRICT:
By:
Dr. M Ann Ranells, Superintendent Date
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CITY OF MERIDIA
By: 6 Z 2917
2 , Date
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Attest: O��SGO AUGUST, 1'0�
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C. ay Coles C ty Clerk "0
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