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Heroes Park / PAL Agreement
AGREEMENT FOR DEVELOPMENT AND JOINT USE OF HEROES PARK This AGREEMENT FOR DEVELOPMENT AND JOINT USE OF HEROES PARR (hereinafter "Agreement") is made this ~~ day of August, 2008 (the `affective Date', by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho (hereinafter " Ci~t}~'}, and the Meridian Police Activities League, Inc., a nonprofit corporation organized under the laws of the State of Idaho (hereinafter "MPAL'~. WHEREAS, the respective governing bodies of City and MPAL are mutually interested in enhancing the Meridian community's quality of life by providing and supporting recreational facilities and opportunities, including soccer programming, for members of the Meridian community; WHEREAS, City and MPAL recognize that through cooperation, publicly-held facilities can be used to meet broader community needs far athletic programming and recreation than either party can provide separately; WHEREAS, Heroes Park, located at West Marta Drive, Meridian, Idaho (heereinafter referred to as "Pazk'~, upon completion, is to include soccer playing fields and related improvements and defined as the azea depicted on Exhibit A hereto; WHEREAS, on or about September 21, 2004, MPAL and City entered into a development and license agreement under which certain rights and responsibilities regazding the development of facilities, amenities, and infirastructure at Park were se# forth, and by which a partnership was established; WHEREAS, the nahtre of the partnership between, and the available resources of, the respective parties have changed such that the previous written agreement and amendments thereto no longer reflect the respective resources and commitments that the parties wish to contribute to the development and joint use of Park, and by this Agreement the parties hereby supersede and void all previous agreements; WHEREAS, MPAL has agreed to reimburse City for certain costs incurred by City for improvements implemented to benefit Pazk in exchange for City's agreement to a11ow MPAL's use of Pazk and relaxed improvements under the certain terms and conditions as set forth in this Agreement; and WHEREAS, the respective gaverning bodies of City and MPAL find that it is fiscally responsible and in the best interest of the community to enter into an agreement sharing the costs and benefits of Park; 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 MPAL agree as follows: fIGREEMENT FOR DEVELOPMENT AND JOINT" USE OFHEROES PARK PAGE 1 OF 14 I, General oblin$tlons of MPAL. A. Monetary eontrrbation. 1. City and MPAL agree that the facilities, features, and amenities of Park shall be developed generally in accordance with the plan attached hereto as Exhibit A. 2. City and MPAL agree that in lieu of developing particulaz facilities, features, or amenities of Park, and irrespective of and in addition to any and all other monetary and/or in-kind contributions made prior to, during, and/or following this Agreement, MPAL shall conln'bute three hundred twenty-eight thousand dollars ($328,000.00) to the development of Park, which amount appropriately reflects both the history and nature of the respective parties' past contributions to the development of Pazk and the intent and vision of the respective parties regarding the future development and use of Park. 3. MPAL shall therefore pay to City three hundredtwenty-eight thousand dollars ($328,000.00) according to the terms of the Mortgage and Security Agreement and Mortgage Note separately executed and attached hereto as Exhibit B. B. Primary Source of Contact for MPAI.. MPAL shall provide City the name, a-mail address, and telephone number of specific MPAL personnel (hereinafter "MPAL Contact") who shall serve as MPAL's primazy contact between City AND MPAL for all matters regarding the day-to-day scheduling, use, and maintenance of Pazk. C. Reasonable nse. MPAL shall employ best efforts to ensure that its use of Park and Park facilities, amenities, infrastructure, and/or vegetation is appropriate and reasonable. Where MPAL's use of Park and Park facilities, infrastructure, and/or vegetation causes disproportionately excessive damage to same, MPAL shall reimburse City for the cost or proportionate coat of necessary repairs and/or replacement. MPAL shall exercise best efforts to see that any and all use ofPazk, where such use is scheduled or authorized by MPAL, is in compliance with all laws axed with City's policies regarding use of City parks and/or facilities, including, but not limited to, such reasonable policies as may be adopted or enacted by the Director of the Meridian Pazks and Recreation Department. D. Field marking. Throughout the Spring and Fall Soccer Seasons and the June and July Soccer Camps, MPAL shall accomplish any and all field striping and/or marking that is required far its practice sessions and/or games. E. Goals and equipment. MPAL shall be solely responsible far providing, maintaining, preparing, repairing, and/or replacing any and all necessary equipment for any and all MPAL activities. MPAL shall not allow such equipment to stay on the field when the equipment is not in active use, except that goals may be set up on the evening preceding a soccer game or game day, so long as such goals are removed from the field at the conclusion of such game or game day. MPAL shall stow such equipment, including, but not limited to, soccer goals, in AGREEMENTFORDEI~ELOPMENTiIMD.701NT USEOFHBRDESPARK PAOE2 OF 14 such location as shall be designated by the Director of the Meridian Parks and Recreation Department. F. Storage facility. As set forth in the plan attached hereto as Exhibit A, Park shall include a building containing restroom facilities, a concession facilities, a storage facility designated for City's use, and a storage facility designated for MPAL's use. MPAL shall secure the storage facility designated for MPAL's use (hereinafter "MPAL storage facility's so as to prevent criminal or destructive behavior to same and/or to the attached or adjacent facilities. MPAL shall be solely responsible for any theft, vandalism, unlawful entry, arson, or other damages incurred to the MPAL storage facility and/or to attached or adjacent facilities due to a breach of security at the MPAL storage facility. MPAL shall maintain the MPAL storage facility in a safe and sanitary manner and shall repair immediately any unsafe or insanitary conditions caused by the MPAL storage facility or items or materials stored therein. G. Inline Hockey Facility. 1. Temporary goals and barriers. MPAL shall, at its sole cost and liability, install temporary goals on the playing surface and install temporary court barriers around the perimeter of the playing surface in accordance with official inline hockey regulations and safety standards as established by USA Hockey Inline or the Amateur Athletic Union. 2. Resurface and repaint. At MPAL's election, and upon execution by both City and MPAL of a separate written addendum to this Agreement, MPAL, may elect to resurface and/or repaint the inline hockey playing surface, install permanent goals on the playing surface, and/or install permanent court barriers around the perimeter of the playing surface. 3. Commercial advertising. Unless and until a separate written agreement is reached regazding commercial advertising at Park, no commercial advertising shall be permitted on any portion of the inline hockey facility at Park, except that temporary signs announcing commercial sponsorship of an MPAL or City event may be posted at the inline hockey facility during such event, so long as such signs are removed from the inline hockey facility at the conclusion of such event and comply with all other applicable provisions of City code and policy. 4. Fanding separate. MPAL expressly represents and warrants that each and all of these delineated preparation activities shall be undertaken and funded separately and apart from any other duties or costs set forth herein. T`he $328,000.00 due and owing from MPAL to City under this Agreement shall not include the cost of preparing the inline hockey facility as set forth in this paragraph. II. General Obliaaiaoas of Clty. A. Development of Park. City shall install Pazk facilities and infrastructure generally in accordance with the plan attached hereto as Exhibit A, except that City shall be entitled to make reasonable and/or necessary changes to such plan and/or the implementation thereof. AC,~REEMF.N7'FORDE~ELOPMENTAMD.IOINT ZISEOFHEROE~PARK PAGE3 of 14 . B. Maintenance and operation. 1. Mowing, irrigation, cnstadiaL Except as otherwise set forth herein, City shall provide maintenance, mowing, irrigation, and custodial services with regard to all Park facilities, infrastructure, and vegetation. This sha11 include: a. Maintenance of all Pazk turf, including, but not limited to, any and all necessary re- seeding, laying sod, weed or pest control, and/or fertilizing; b. Cleaning and maintaining concession facilities; and c. Cleaning, maintaining, and stocking a1I restroom facilities. 2. Utilities. City shall provide all necessary utilities and services to Pazk, including, but not limited to, electricity, potable water, sewage service, and/or waste and refuse removal. 3. Repair. Except as otherwise set forth herein, City shall cause the repair and/or replacement of any and all Park facilities, infrastructure, and/or vegetation that are physically damaged by use, misuse, vandalism, acts of nature, weather, or other damage or wear and tear. 4. Schednling. Except as otherwise set forth herein, City shall be solely responsible for scheduling all use of Park and Park facilities and amenities. C. Primary Sonrce of Contact for City. City shall provide MPAL the name, a-mail address, and telephone number of specific City personnel (hereinafter "City Contact's who shall serve as City's primary contact between City and MPAL for all matters regarding the day-today scheduling, use, and maintenance of Pazk. D. Storage facility. 1. Security of City portion. With regard to the building containing restroom, concession, and storage facilities, City shall secure the restroom, concession, and City storage facility portions thereof so as to prevent criminal or destructive behavior to same and/or to the attached or adjacent MPAL storage facility. 2. Exterior. City shall maintain the exterior of such building, including the exterior of the IVIPAL storage facility, except that MPAL shall be solely responsible for the maintenance and operation of any and all security devices, systems, and/or hardware utilized to secure the MPAL storage facility. E. Inline Hockey facility playing surface. City shall surface the inline hockey facilitywith concrete and shall mark and paint such concrete playing surface in accordance with official inline hockey regulations and safety standazds as established by USA ~Iockey Inline or the Amateur Athletic Union. AGREEMENT FOR DEVELQPMENTAND.IOIN7' rISE OFHEROESPARK PAGE 4 of 14 III. General Blights of MPAL. A. Storage facility. Subject to all other provisions of this Agreement, MPAL shall be entitled to exclusive use of the MPAL storage facility at Pazk. B. Collection of fees. MPAL shall have right to assess and collect reasonable fees from persons participating in activities set forth in the Official 1~AL Spring Schedule, the Official MPAL Fall Schedule, the Official June and July Soccer Camp Schedules, and/or the Official IVIPAL Inline Hockey Schedule. Upon providing thirty (30) days advance written notice to City, MPAL may charge admission fees for access to Park or Park facilities for a regional or state tournament hosted by MPAL which is affiliated with a national sponsor, including, but not limited to, the National Police Activities League, or with a district sponsor including, but not limited to, Idaho Youth Soccer Association, or other sponsor requiring the host organization to charge admission fees. Except as provided herein, IVIPAL shall not collect admission fees for soccer practice sessions and/or games. Except as provided herein, City shall not be entitled to any fee assessed and/or collected by MPAL. IV. General Rinhts of City. A. Public park. The parties hereto expressly acknowledge that Park is a public space, the management and scheduling of which shall at all times be within the sole purview of City. City shall have the right to use or a11ow the use of Park for any and all purposes and under any and all canditians, so long as such use does not conflict or interfere with a scheduled use set forth in the Official MPAL Spring Schedule, the Official MPAL Fall Schedule, the Official MPAL June and Soccer Camp Schedules, and/or the Official MPAL Inline Hockey Schedule. B. Alterations/Improvements to Park. Upon thirty {3t}) days notice to MPAL in the manner established herein, City shall have the right to make alterations of Park and/or to construct or locate fences, fixtures, structures, and/or any other improvements in or upon Park or Park facilities, infrastructure, and vegetation, except that City may undertake alterations, construc#ion, or improvements to or in Park on an emergency or immediate basis without notice to MPAL where such action is necessary to protect the health safety, and/or welfare of the public, or where such alterations, construction, or improvements will not unreasonably affect MPAL's use of Park or Park amenities or facilities as set forth in this Agreement. Unless otherwise agreed in writing by the parties prior to such alterations, construction, and/or improvements to Pazk by City, such alterations, construction, and/or improvements to Park shall not adversely affect the use of Park by MPAL, except that City may undertake alterations, construction, or improvements to or in Park on an emergency or immediate basis, even if such action will adversely affect the use of Pazk by MPAL, where such action is necessary to protect the health, safety, and/or welfaze of the public. C. Collection of Fees. In accordance with its policies, City shall have right to assess and collect reasonable user fees from persons who use Pazk; however, the amount of such user fees shall AGREEMENT FOR DEYEtoPMENT ~1JVD JOINT RISE OFHEROES PARK PAGE S OF 14 not exceed costs and expenses actually incurred. MPAL shall not be entitled to any Park user fee assessed and/or collected by City. V. Parties' Scheduling Obligations and Entitlements. A. Public reservation of Park amenities, February 1. The parties acknowledge that on February 1 of each year, City shall make available to the public the opportunity to reserve unscheduled and/or unreserved soccer fields and shelters in Park. As a condition of MPAL's priority use of Park and Park amenities as such use is described and/or permitted herein, MPAL shall adhere strictly to the scheduling requirements set forth herein. B. No right to exclude conveyed. Any exclusive use granted to MPAL by this Agreement shall include neither the right to exclude any law-abiding person from Park where such person is not interfering with MPAL's use thereof, nor the right to interfere with any person's concun~ent, lawful use of Park where such concurrent use does not conflict or interfere with MPAL's use. At all times not set Earth in the Official MPAL Spring Schedule, the Official MPAL Fall Schedule, the Official June and July Soccer Camp Schedules, the Official MPAL Tnline Hockey Schedule, or as such activities are rescheduled in accordance with this Agreement, MPAL shall be on an equal footing with the general public regarding its use of Park, which shall include, but shall not be limited to, reservation requirements, priority of reservation of Park facilities, and payment of reservation and other applicable fees. MPAL shall exercise any exclusive use granted by this Agreement only in accordance with the terms of this Agreement and in accordance with any and all applicable laws and City policies. C. Spring Soccer Season. 1. Establishment of Spring Soccer Season. By December 1 of the preceding year, MPAL shall provide written notice to City as provided herein of the starting and ending dates of the twelve- to fourteen-week period in the spring of the following year during which MPAL proposes to schedule and conduct field preparation and soccer practice sessions and games at Park. By December 31, the Meridian Parks and Recreation Director shall either provide written notice to MPAL of the acceptance of same, or shall notify the MPAL Contact of any necessary amendments. Upon City's mailing of City's written acceptance of MPAL's proposed season, the proposed season shall be lniown as the "Spring Soccer Season." Once established, the Spring Soccer Season maybe amended only upon communication between the MPAL Contact and the Meridian Parks and Recreation Director. MPAL shall not be guaranteed priority use of the soccer fields at Park if the Spring Soccer Season is amended after January 31. 2. Establishment of Oftllcial MPAL Spring Schedule. At least thirty (30) calendar days prior to the first day of the Spring Soccer Season, MPAL shall provide written notice to City as provided herein of its proposed practice and game schedule for the Spring Soccer Season, which shall include proposed dates, limes, locations (t.e. fields to be used), and duration of each and every soccer practice session and soccer game or soccer game day. The proposed schedule shall also delineate the dates, times, locations, and duration of soccer field preparation activities to be undertaken by MPAL prior to any and all practice AGREEMEN7'FOR DEYELOPMAI-T AND JOINT USE OFHEROES PARK PAGB 6 OF 14 sessions and games or game days. Within seven (7) calendar days of receipt of the proposed schedule from MPAL, the Meridian Parks and Recreation Director shall either provide written notice to MPAL of the City's acceptance of same or shall notify the MPAL Contact of any necessary amendments. Upon City's mailing of City's written acceptance of MPAL's proposed schedule, the proposed schedule shall be known as the "Official MPAL Spring Schedule." Once established, the Official MPAL Spring Schedule maybe amended only upon communication between the MPAL Contact and the City Contact. MPAL shall not be guaranteed priority use of the soccer fields at Park if the Official MPAL Spring Schedule is amended after January 31. 3. Fields. Provided that MPAL strictly adheres to the scheduling requirements as set forth in this Agreement, during the Spring Soccer Season, MPAL shall be entitled to exclusive use of the soccer fields in Park for soccer practice session{s), soccer game{s), and field preparation as scheduled in accordance with the Official MPAL Spring Schedule for the purposes set forth therein and under the terms set forth in this Agreement, which use shall preclude non MPAL uses of the soccer fields. 4. Shelters. Provided that MPAL strictly adheres to the scheduling requirements as set faith in this Agreement, during the Spring Soccer Season, MPAL sha11 be entitled to the use of Park shelters as follows. a. Shelter reservations made for daring practice sessions and games on days other than Saturdays. Between the establishment of the Spring Soccer Season as set forth herein and January 31, MPAL shall be entitled to reserve one (1} shelter in Park during practice sessions or game days which are scheduled per the Official MPAL Spring Schedule for days other than Saturdays, for which reservation the shelter reservation fee shall be waived City shall have the right to reserve one (1 }shelter for non MPAL activities or uses, which reserved. uses shall take precedence over MI'AL's non reserved use of such shelter. In the event that MPAL does not reserve either or both shelters is Park during a non Saturday game and/or practice session, City shall have the right to reserve both shelters for non-MPAL activities or uses, which reserved uses shall take precedence over MPAL'snon-reserved use of such shelters. After January 31, MPA1; shall be on equal footing with the general public regarding shelter reservation requirements, priority of reservation, and payment of shelter reservation fees. b. Shelter reservations daring practice sessions and games on Saturdays. MPAL shall be entitled to exclusive use of both shelters in Park on Saturdays during the Spring Soccer Season, which use shall preclude non-MPAL reservations and/or uses of the shelters. MPAL shall not be required to make a specific shelter reservation for such use, and there shall be no shelter reservation fee for such use. D. Fall Soccer Season. 1. Establishment of Fall Soccer Season. By December 1 of the preceding year, MPAL shall provide written notice to City as provided herein of the starting and ending dates of AGREEMENT FOR DEVELOPMENT AND.IOINT USE OFHEROF,aSPARK PAGE 7 OF I4 the ten- to twelve-week period in the fall of the following year during which MPAL proposes to schedule and conduct field preparation and soccer practice sessions and games at Park. By December 31, the Meridian Pazks and Recreation Director shall either provide written notice to MPAL of the acceptance of same, or shall notify the MPAL Contact of any necessary amendments. Upon City's mailing of City's written acceptance of MPAL's proposed season, the proposed season shall be known as the "Fall Soccer Sean." Once established, the Fall Soccer Season maybe amended only upon communication between the MPAL Contact and the Meridian Parks and Recreation Director. MPAL shall not be guaranteed priority use of the soccer fields ax Park if the Fall Soccer Season is amended after January 31. 2. Establishment of OfRcial IVIPAL FaU Schedule. At least thirty (38) calendar days prior to the first day of the Fall Soccer Season, MPAL shall provide written notice to City as provided herein of its proposed practice and game schedule for the Fall Soccer Season, which shall include proposed dates, times, locations (i.e. fields to be used), and duration of each and every soccer practice session and soccer game or soccer game day. The proposed schedule shall also delineate the dates, times, locations, and duration of soccer field preparation activities to be undertaken by MPAL prior to any and all practice sessions and games or game days. Within seven (7} calendar days of receipt of the proposed schedule from MPAL, the Meridian Parks and Recreation Director shall either provide written notice to MPAL of the City's acceptance of same or shall notify the MPAL Contact of any necessary amendments. Upon City's mailing of City's written acceptance of MPAL's proposed schedule, the proposed schedule shall be known as the "Official MPAL Fall Schedule." Once established, the Official MPAL Fall Schedule maybe amended only upon communication between the MPAL Contact and the City Contact. MPAL shall not be guaranteed priority use of the soccer fields at Park if the Official MPAL Fall Schedule is amended after January 31. 3. Fields. Provided that MPAL strictly adheres to the scheduling requirements as set forth in this Agreement, during the Fall Soccer Season, MPAL shall be entitled to exclusive use of the soccer fields in Pazk for soccer practice session(s), soccer game(s), and field preparation as scheduled in accordance with the Official MPAL Fall Schedule for the purposes set forth therein and under the terms set forth in this Agreement, which use shall preclude non MPAL uses of the soccer fields. 4. Shelters. Provided that MPAL strictly adheres to the scheduling requirements as set forth in this Agreement, during the Fall Soccer Season, MPAL shall be entitled to the use of Park shelters as follows. a. Shelter reservations made for during practice sessions and games on days other than Saturdays. Between the establishment of the Fall Soccer Season as set forth herein and January 31, MPAL shall be entitled to reserve one (1) shelter in Pazk during practice sessions or game days which are scheduled per the Official MPAL Fall Schedule for days other than Saturdays, for which reservation the shelter reservation fee shall be waived. City shall have the right to reserve one (1) shelter for non-MPAL activities or uses, which reserved uses shall take precedence over .4©REEMENT FOR DEi~ELOPMENTAIVD J017V?' USE OFHEROESPARK PAGE $ OF 14 MPAL's non-reserved use ofsuch shelter. In the event that MPAL does not reserve either or both shelters in Park during anon-Saturday game and/or practice session, City shall have the right to reserve both shelters for non-MPAL activities or uses, which reserved uses shall take precedence aver MPAL's non-reserved use ofsuch shelters, After January 31, MPAL shall be on equal footing with the general public regarding shelter reservation requirements, priority of reservation, and payment of shelter reservation fees. b. Shelter reservations during practice sessions and games on Satardays. MPAL shall be entitled to exclusive use of both shelters in Park on Saturdays during the Fall Soccer Season, which use shall preclude non-MPAL reservations and/or uses of the shelters. MPAL shall not be required to make a specific shelter reservation for such use, and there shall be no shelter reservation fee for such use. E. Summer Soccer Camps. 1. Establishment of Official June and July Soccer Camp Schedntes. By December 1 of the preceding year, MPAL shall provide written notice to City as provided herein of the starting and ending dates of the two-wesrk period in June of the following year and the twaweek period in July of the following year during which MPAL proposes to schedule and conduct soccer camps at Park, which notice shall also include locations ofsuch camps (i.e. fields to be used). By December 31, the Meridian Parks and Recreation Director shall either provide written notice to MPAL of the acceptance of same, or shall notify the MPAL Contact of any necessary amendments. Upon mailing of such written acceptance from City, MPAL's proposed soccer camp schedules shall be known respectively as the "Official MPAL, June Soccer Camp Schedule" and the "Official MPAL July Soccer Camp Schedule." Once established, the Official MPAL June or July Soccer Camp Schedules maybe amended only upon communication between the MPAL Contact and the Meridian Parks and Recreation Director. MPAL shall not be guaranteed priority use of the soccer fields at Park for the June or July Soccer Camp if the Official MPAL June or July Soccer Camp Schedule is amended after January 31. 2. Fields. Provided that MPAL strictly adheres to the scheduling requirements as set forth in this Agreement, during the June and July Soccer Camps, MPAL shall be entitled to exclusive use of no more than four {4} soccer fields in Park for soccer camps scheduled in accordance with the Official MPAL June or July Soccer Camp Schedules, which use may preclude non-MPAL uses of the scheduled soccer fields. 3. Shelters. Provided that MPAL strictly adheres to the scheduling requirements as set forth in this Agreement, during the June and July Soccer Camps, MPAL shall be entitled to the use of Park shelters as follows. Between the establishment of the Official June and July Soccer Camp Schedules as set forth herein and January 31, MPAL shall be entitled to reserve one (1) shelter in Park during the June and July Soccer Camps, for which reservation the shelter reservation fee shall be wauved. City shall maintain the right to reserve one (1) shelter for non-MPAL activities or uses, which reserved uses shall take precedence over MPAL's non-reserved use of such shelter. In the event that MPAL does fIGREEMENT'FQRDEVELOPMENTANDJOINT USE OFHEROESPARdC PA08 9 of 14 not reserve a shelter in Park during a June and July Soccer Camp, City shall have the right to reserve both shelters for non-MPAL activities or uses, which reserved uses shall take precedence over MPAL's non-reserved use of such shelters. After January 31, MPAL shall be on equal footing with the general public regarding shelter reservation requirements, priority of reservation, and payment of shelter reservation fees. F. Inline Hockey Season. 1. Establishment of Inline Hockey Season. By December 1 of the preceding yeaz, MPAL shall provide written notice to City as provided herein of the starting and ending dates of the ten-week period in the summer of the following year during which MPAL proposes to schedule and conduct playing surface preparation and inline hockey practice sessions and games at Park. By December 31, the Meridian Parks and Recreation Director shall either provide written notice to MPAL of the acceptance of same, or shall notify the MPAL Contact of any necessary amendments. Upon City's mailing of City's written acceptance of MPAL's proposed inline hockey season, the proposed season shall be known as the "Inline Hockey Season." Once established, the Inline Hockey Season maybe amended only upon communication between the MPAL Contact and the Meridian Parks and Recreation Director. MPAL shall not be guaranteed priority use of the inline hockey facility at Park if the Inline Hockey Season is amended after January 31. 2. Establishment of Official IVIPAL Inline Hockey Schednle. At least thirty (30) calendar days prior to the first day of the Inline Hockey Season, MPAL shall provide written notice to City as provided herein of its proposal practice and game schedule for the Inline Hockey Season, which shall include proposed dates, times, and duration of each and every inline hockey practice session and game. The proposed schedule shall also delineate the dates, times, and duration of playing surface preparation activities to be undertaken by MPAL prior to any and all inline hockey practice sessions and games. Within seven (7) calendar days of receipt of the proposed schedule from MPAL, the Meridian Parks and Recreation Director shall either provide written notice to MPAL of the City's acceptance of same or shall notify the MPAL Contact of any necessary amendments. Upon City's mailing of City's written acceptance of MPAL's proposed schedule, the proposed schedule shall be known as the "Official MPAL Inline Hockey Schedule: ' Once established, the Official MPAL Inline Hockey Schedule maybe amended only upon communication between the MPAL Contact and the City Contact. MPAL shall not be guaranteed priority use of the inline hockey facility at Pazk if the Official MPAL Inline Hockey Schedule is amended after January 31. 3. Iniine Locket' facility. Provided that MPAL strictly adheres to the scheduling requirements as set faith in this Agreement, during the Inline Hockey Season, MPAL shall be entitled to exclusive use of the inline hockey facility at Park for inline hockey practice sessions, games, and playing surface preparation as scheduled in accordance with the Official MPAL Inline Hockey Schedule for the purposes set forth therein and under the terms set forth in this Agreement, which use shall preclude non-MPAL uses of the inline hockey facility at Park. AQREEMENI'FOR DEYF.LOPMENTAND.IOINT USE OFHEROESPARK PAGE 10 OF 14 4. Shelters. The provisions of this Agreement regarding inline hockey shall grant MPAL no priority use of Park shelters. With regard to the use of the inline hockey facility at Park, MPAL shall be an equal footing with the general public regarding shelter reservation requirements, priority of reservation, and payment of shelter reservation fees. VI.1~Totices. Communication between the MPAL Contact and the City Coninct regarding day-to-day matters (e.g., issues related to use, scheduling, and maintenance of Park) shall occur via ermail, 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 Meridian Police Activities League Attn: Commissioner 250 N. Baltic Place, Suite A 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. VII. Seasonal Review. At the conclusion of each of the following, the MPAL Contact and the City Contact shall together review the season to address any problems which may have arisen and to discuss possible changes to improve matters regarding the parties' joint use of Park: the Spring Soccer Season, the June Soccer Camp, the July Soccer Camp, the Inline Hockey Season, and the Fa11 Soccer Season. VIIL Conflict Resolution. Tf 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. IX. Assinnment. AQREEMENTFQR DEVELQPMENTil1VD.TOINT USE OFHEROES'PARK PAGE 11 of 14 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 MPAL. MPAL shall not assign or sublet all or any portion of MPAL'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. X. No, a~encv. Neither MPAL nor its employees, agents, contractors, oi~cials, officers, servants, guests, and/or invitees shall be considered agents of City in any manner or for any purpose whatsoever in their use and occupancy of Park. XI. Indemnification. MPAL and each and all of its employees, agents, contractors, officials, officers, servants, guests, andlar invitees, and all participants in MPAL 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 property and losses and expenses caused or incurred by MPAL or any IVIPAL employes, agent, contractor, official, officer, servant, guest, andlor invites, or any participant in or observer of MPAL programming, at or in its use of Park or any lack of maintenance or repair thereon and not caused by or arising out of the tortious conduct of City. MPAL shall maintain, and specifically agrees that it will maintain, throughout the term of this MOU, 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 MPAL or any MPAL employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in or observer of MPAL programming, MPAL covenants and agrees to indemnify and save and hold harmless City from and for all such losses, claims, actions, or judgments for damages or liability to persons ar property. City makes no warranty or promise as to the condition, safety, usefulness, or habitability of the premises; MPAI: accepts Park for use as is, both ax the Effective Date of this Agreement and for each practice session, game, and/or game day. III. Comuliance with Laws. In performing the scope of services required hereunder, City and MPAL shall comply with all applicable Laws, ordinances, and codes of Federal, State, and local governments. XIII. Attoraev 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 maybe granted, to court costs and reasonable attorneys' fees as determined by a court of competent jurisdiction This fIGREEMENT FOR DEVELOPMENT fi1VD J0l1VT USE OF HEROESPARK PAGE 12 OF 14 provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. XIY. Term of Agreement This Agreement shall become effective as of the Effective Date upon execution by both parties, and shall expire twenty-two (22) 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 one-year periods thereafter unless terminated by either party in the manner provided in this Agreement. XV. Terarination. A. Grounds for termination. Grounds for termination of this Agreement shall include, but shall not be limited to: 1. An act or omission by either party which breaches any term of this Agreement. 2. An act of nature or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party. 3. A change in circumstances that renders the gerformance by either party a detriment to the public health, safety, or welfaze. B. Termination process. Either party may tenroinate this Agreement by providing (~ months advance written notice of intention to ten~ninate. Such written notice shall include a description of the breach or circumstances providing grounds far 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 maybe terminated upon provision of written notice of termination. XVI. Constriction 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. XVIL 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. XVIII._ Entire Agreement. AGREEMENT FOR DEYELOPMENTANDJOINT UsE OF1'IEROESPAR[c PAGE 13 0~ 14 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. XIX. 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 anytime after the governing body of either party becomes entitled to the benefit thereon notwithstanding delay in enforcement. XX. Aaplicable La~v. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. XXI. Auaroval Reanired. This Agreement shall not become effective or binding until approved by the respective governing bodies of both City and MPAL. IN WITNESS WHEREUF, the parties shall cause this Agreement to be executed by their duty authorized officers to be effective as of the day and year first above written, MERIDIAN POLICE ACTIVITIES LEAGUE: m Roy Date MPAL Comm ssioner CITY OF MERIDIAN: BY: Tammy de Weerd Date Mayor Attest: Jaycee Holman City Clerk AGREIiMF.IVT FOR DEYELOPMENTAND JOINT rISE QFHEROES PARK PAGE 14 OF 14 EXHIBIT A: HEROES PARK PLAN AGREF.MEN!'FOR DEYELO,PMENT AND.IOINT USE OFHEROF„S PARK EXHIBIT A N.~nte~n.~~on~o E~~BI'r B: MORTGAGE NOTE MORTGAGE AND SECURITY AGREEMENT AGREEMEN?"FOR DEVELOPMENT AND.I~OINT USE OFHEROESPARK EXHIBTT B MORTGAGE NOTE $32$,000.00 Ada Coanty, Idaho Aagust ~ 2008 FOR VALUE RECEIVED, the undersigned Meridian Police Activities League, Inc., a nonprofit corporation organized under the laws of the State of Idaho, whose address is 250 N. Baltic Place, Suite A, Meridian, Idaho 83642 (hereinafter "Promisor', promises to pay to the order of the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho 83642 its successors and assigns (the "Holder") the sum of Three Hundred aad Twenty Eight Thousand Dollars ($328,000.00), in lawful money of the United States of America which shall be Legal tender in payment of all debts at the time of such gayment. The sum due hereunder shall be payable at the office of Holder at 33 East Idaho Avenue, Meridian, Idaho 83642, or at such other place as Holder may from time to time designate. Said princigal shall be paid in the warmer set forth below. 1. Interest No interest shall accrue on the unpaid balance of this Nate. 2. Maturity. The unpaid balance of this Note, if not sooner paid, shall be due and payable in full upon sale of the Property as defined below by Promisor (the `Maturity Date'. 3. Prepayment Promisor shall have the right to prepay all or any part of the obligation evidenced. by this Note at any time. 4. Additional Condibtons. This Note is secured by, and subject to the terms o>', a Mortgage and Security Agreement of even date herewith encumbering certain real property located in the County of Ada, State of Idaho and other property as more particularly descn'bed in the Mortgage and Security Agreement (hereinafter "Property"}. This Note, the Mortgage and Security Agreement, and all other documents and instruments executed as further evidence of, as additional security for, or executed in connection with the indebtedness evidenced by this Note are collectively referred to as the "Loan Documents." S. Full Recoarse. The Iiability of Promisor with respect to payment hereunder shall be "full recourse" and, accordingly, Holder's source of satisfaction of said indebtedness and Promisor's other obligations hereunder and under the other Loan Documents shall not be limited to the Property. Upon the Maturity Date, Holder may seek to procure payment for any deficiency out of any other assets of Promisor, or any person or entity comprising Promisor, or to seek judgment for any sums which aze or may be payable under this Note or under any of the other Loan Documents. 6. Idaho Law. This Note is made in the state of Idaho, which state the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby. Accordingly, in all respects, this Note and the Loan Documents and the obligations arising hereunder and thereunder shall be governed by, and construed in accordance with, the laws of the state of Idaho applicable to contracts made and performed in such state and any applicable law of the United States of America. Each party unconditionally and irrevocably Moxroac~lvozE PAGE l OF2 waives, to the fullest extent permitted by law, any claim to assert that the law of any jurisdiction other than the state of Idaho governs this Note and the Loan Documents. 7. Captions. The captions set forth at the beginning of the various pazagraphs of this Note aze for convenience only and shall not be used to interpret or construe the provisions of this Note. 8. Savings Clause. If any clauses or provisions herein contained operate or would prospectively operate to invalidate this Note, then such clauses or provisions only shall be held for naught, as though not herein contained and the remainder of this Note shall remain operative and in full force and effect. IN WITNESS WHEREOF, Promfsor has executed this Note as of the day and year first above written. PROMISOR Meridian Police tivities Lea Inc. y: To ,Commissioner STATE OF IDAHO ) ss: County of ADA ) I HEREBY CERTIFY that on this ~ day of August, 20Q8, before the undersigned, a Notary Public in the State of Idaho, personally appeared TOM ROY, known to me to be the person who executed the said instrument, and acknowledged to me chat he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the . ~~~~. day and y~~ dcate first abov 'tten. r • o '~ ~~ ~ _•• ~oT~~~ ®°~ a No Pubh'c fo Idaho •~ p' ` ~ - ding at +~ise Idaho G y Commission Expires: ~/ ,~~ ~o/~ v-~o UBLI •.• •` .• IN V1~~ WHEREOF, Holder has executed this Note as of the day and year ~i rst above written. HOLDER: City of Meridian Attest: By: Tammy de Weerd, Mayor Jaycee Holman, City Clerk MORTGAGE NOTE PAGE 2 OF 2 MORTGAGE AND SECURITY AGREEMENT THI5 MORTGAGE AND SECURITY AGREEMENT effective as of August ~/ 2008, by Meridian Police Activities League, Inc., a nonprofit corporation organized under the laws of the State of Idaho, whose address is 250 N. Baltic Place, Suite A, Meridian, Idaho 83642, as mortgagor (hereinafter "Promisor', and the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho 83642 as mortgagee (hereinafter "Holder"}. WHEREAS, Promisor is indebted to Holder in the original principal sum of Three Hundred and Twenty-Eight Thousand Dollars ($328,000.00), which indebtedness is evidenced and represented by that certain Mortgage Note of even date from Promisor to Holder {the Mortgage Note together with all substitutions, consolidations, modifications, replacements, restatements, increases, renewals, and extensions thereof, in whole or in part, shall collectively be referred to as the `TTote"}; and WHEREAS, Holder, as a condition precedent to the extension of credit and the making of the loan evidenced by the Note, has required that Promisor provide Holder with security for the repayment of the indebtedness evidenced by the Note as well as for the performance, observance and discharge by Promisor of various covenants, conditions and agreements made by Promisor to, with, in favor of, and for the benefit ol; Holder with respect to such indebtedness and security, NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby aclaxowledged and agreed, and in consideration of the mutual promises and covenants herein contained, Promisor and Holder agree as follows: 1. Grants of Security. 1.1 Property Granted. In consideration of and is order to secure the repayment, observance, performance and discharge by Promisor of the Secured Obligations (as defined below}, Promisor grants, bargains, sells, aliens, remises, releases, conveys, assigns, transfers, pledges, delivers, sets aver, hypothecates, warrants, and confirms to Holder, as beneficiary hereunder, subject to the terms and conditions of this Mortgage and Security Agreement, all estate, right, title and interest that Promisor now has or may later acquire in and to the following described properties, rights and interests and alI replacements of, substitutions for, and additions thereto (all of which are referred to below as the "Property': 1.1.1 Real Property. The real property in Ada County, Idaho, described in Exhibit A attached hereto and made a part hereof (the "Real Property"}. 1.1.2 Improvements. All buildings, structures and other improvements of any kind, nature or description now or hereafter erected, constructed, placed or located upon the Real Property (the "Improvements'. 1.1.3 Appurtenances. All tenements, hereditaments, strips and gores of land, rights-of--way, easements, privileges and other appurtenances raw or hereafter belonging or iua MORTGAGBAND,SECURlTYAGREEMENT PAGE 1 OA l2 arty way appertaining to the Real Property, including, without limitation, all right, title and interest of the Promisor in any after-acquired right, title, interest, remainder or reversion, in and to the beds of any ways, streets, avenues, roads, alleys, passages and public places, open or proposed, in front of, running through, adjoining or adjacent to the Real Property; all minerals, royalties, gas rights, water, water rights, water stack, flowers, shrubs, lawn plants, crops, trees, timber and other embeements now or hereafter located on, under, or above all or any part of the Real Property (the "Appurtenances'. 1.1.4 Condemnation Awards. Any and all awards, payments or settlements, including interest thereon, and the right to receive the wane, as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade of any street, and (c) any other injury, damage or casualty to, taking of, or decrease in the value of, the Property, to the extent of all amounts that may be secured by this Mortgage and Security Agreement at the date of any such award or payment, including but not limited to Reasonable Attorneys' Fees (as defined below), costs, and disbursements incurred by Holder in connection with the collection of such award or payment. 1.2 Secured Obligations. This Mortgage and Security Agreement and the grants, assignments and transfers made herein are given for the purpose of securing all of the following, in such order of priority as Holder may determine in its sole discretion (the "Secured Obligations': 1.2.1 The payment of the indebtedness evidenced by the Note in lawful money of the United States of America. to the extent authorized by the Note or the other Loan Documents. 1.2.2 The performance of all other obligations of Promisor herein. 1.2.3 The performance of each obligation of Promisor in the Loan Documents in addition to the payment of the Note. 1.2.4 The performance of each obligation in the Loan Documents of any person guaranteeing the payment of the Note or any portion thereof or performance by Promisor of any terms of this Mortgage and Security Agreement, if any. 1.2.5 The performance of each obligation of Promisor and any guarantor in any renewal, extension, modification, consolidation, change, substitution, replacement for, restatement or increase of all or any part of the Note, this Mortgage and Security Agreement or the other Loan Documents. 2. Promisor Covenants. Promisor covenants and agrees as follows: 2.1 Payment of Note. Promisor shall pay the Note in accordance with the terms of the Note, and shall promptly and punctually pay pursuant to the terms of the Note, this Mortgage and Security Agreement, and all other documents and instruments executed in connection with the indebtedness evidenced by the Note and secured by this Mortgage and Security Agreement (hereinafter collectively referred to as the "Loan Documents'. If and when the Property or any portion thereof is sold, through foreclosure, eminent domain, or otherwise, whether such sale is MORTGAQEAlVASECURlTYACREEMENT PAGE 2 OP 12 voluntary or involuntary, prior to the receipt by Holder of payment of the Note, Holder shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the award or payment, or a portion thereof sufficient to pay the Secured Obligations. 2.2 Performance of Other Obllgatlons. Promisor shall perform, comply with, and abide by each and every one of the covenants, agreements and conditions contained and set forth in the Note, this Mortgage and Security Agreement, and the other Loan Documents and shall comply with all laws, ordinances, rotes, regulations and orders of any governmental authorities having jurisdiction over the Property that now or hereafter ai~ect the Property or requires any alterations or improvements to be made thereon, and shall perform all of its obligations under any covenant, condition, restriction or agreement of record affecting the Property and shall insure that at all times the Property constitutes one or more legal lots capable of being conveyed without violation of any subdivision or platting laws, ordinances, rules or regulations, or other laws relating to the division or separation of real property. 23 Compliance wfth Laws. Promisor shall observe, abide by, and comply with all statutes, ordinances, laws, orders, requirements or decrees relating to the Property enacted, promulgated or issued by any federal, state, counfiy or local govenunental authority or any agency or subdivision thereof having jurisdiction over Promisor or the Property. Promisor shall observe and comply with alI conditions and requirements necessary to preserve and extend any and all rights, licenses, permits, privileges, franchises and concessions that are or become applicable to the Property or that have been granted to or contracted for by Promisor in connection with any existing, presently contemplated or future use of the Property. 2.4 Preservation and Ma~tntenance of Property. Promisor shall keep all Improvements now existing or hereafter erected on the Real Property in good order and repair and shall not do or permit any waste, impairment or deterioration thereof or thereon, nor alter, remove, or demolish any of the Improvements without the prior written consent of Holder. Promisor shall not do or permit any act whereby the Property shall become less valuable, be used for purposes contrary to applicable law, or be used in any manner that will increase the premium for or result in a termination or cancellation of the incnrance policies hereinafter required to be kept and maintained on the Property. 2.5 Hazardous Waste. 2.5.1 Promisor at all times shall keep the Property and ground water of the Property free of Hazardous Materials as defined below. Promisor shall not and shall not knowingly permit its tenants or any third party requiring the consent of Promisor to enter the Property, to use, generate, manufacture, treat, store, release, threaten release, or dispose of Hazardous Materials in, on, or about the Property or the ground water of the Property in violation of any federal, regional, state, or local law, decision, statute, rule, ordinance or regulation currently in existence or hereinafter enacted or rendered (collectively the "Hazardous Waste Laws"). Promisor shall give Holder prompt written notice of any claim by any person, entity, or governmental agency that a significant release or disposal of Hazardous Materials has occurred in, on, or under the Property in excess of legal limits. Promisor, at its cost, shall promptly and thoroughly investigate suspected Hazardous Materials contamination of the Property. Promisor MORTGAGE AND SECUR/TY/IGREEMEA+T PAOE 3 of 12 shall forthwith remove, repair, clean up, and/or detoxify any Hazardous Materials found on the Property or in the ground water of the Property if such actions are required by Hazardous Waste Laws, and whether or not Promisor was responsible for the existence of the Hazardous Materials in, on or about the Property or the ground water of the Property. Hazardous Materials shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances" in The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, by the Superfund Amendments and Reauthorization Act of 1986, The Hazardous Materials Transportation Act of 1994. The Resource Conservation and Recovery Act of 1976, as amended by The Used Oils Recycling Act of 1980, The Solid Waste Disposal Act amendment of 1984, The Toxic Substances Control Act, The Clean Air Act, The Clean Water Act, Idaho Environmental Protection and Health Act (Idaho Code §§ 39-101 to 39-130), Idaho Radiation and Nuclear Material Act (Idaho Code §§ 39-3001 to 39-3030), Idaho Water Quality Act (Idaho Code §§ 39-3601 to 39-3639), Idaho Hazardous Waste Management Act {Idaho Code §§ 39-4401 to 39-4432), Idaho Hazardous Substance Emergency Response Act {Idaho Code §§ 39-7101 to 39-7115), Idaho Petroleum Clean Water Trust Fund Act (Idaho Code §§ 41-4901 to 41-4948}, Idaho Land R~lamation Act (Idaho Code §§ 39-7201 to 39-7210), Idaho Solid Waste Facilities Act {Idaho Code §§ 39-7401 to 39-7420}, Idaho Sale and Disposal of Batteries Act (Idaho Code §§ 39-7001 to 39-7004), Idaho PCB Waste Disposal Act (Idaho Code §§ 39-6201 to 39-6216) or in any other Hazardous Waste Laws. In addition, Promisor shall not put any underground storage tanks on the Real Property. 2.5.2 Promisor shall indemnify Holder and hold Holder harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Holder for, with respect ta, or as a direct or indirect result of, the presence in, an, or under, or the escape, seepage, leakage, spillage, discharge, emission, or release from, the Property of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising tinder any Hazardous Waste Laws), regardless of the source of origination and whether or not caused by, or within the control of, Promisor. 2.6 AccessYbll3ty. Promisor at all times shall maintain the Property in full compliance with all existing and hereafter enacted federal, state, county, regional or local laws, ordinances, rules and regulations governing accessibility far the disabled, including but not limited to The Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Fair Housing Act of 1988, and The Americans with Disabilities Act {the "Accessibility Laws'. Promisor shall indemnify Holder and hold Holder harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incuured or suffered by, ar asserted against Holder for, with respect to, or as a direct or indirect result of, the non compliance of the Property with the Accessibility Laws whether or not caused by, or within the control of, Promisor. 2.7 Payment of Taws, Assessments and Other Charges. 2.7.1 Promisor shall pay all taxes, assessments, and other charges ~ that are or may be hereafter levied or assessed upon or against the Property, when the same shall become due and payable according to law, before the same become delinquent, and before any interest or penalty shall attach thereto. Promisar shall deliver official receipts evidencing the payment of MORTGAGEilND $ECURJTYIItiiREEMENJ' PAGE 4 aF 12 the same to Holder not later than thirty (30) days following payment. Promisor shall have the right to contest, in good faith, the proposed assessment of ad valorem taxes or special assessments by governmental authorities having jurisdiction over the Property; provided, however, Promisor shall give written notice thereof to Holder and Holder may, in its sole discretion, require Promisor to post a bond or other collateral satisfactory to Holder in connection with any such action by Promisor. 2.7.2 Promisor represents and warrants to Holder that Promisor has filed all federal, state, county, municipal, and city income and other tax returns required to have been filed by it and have paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Promisor does not know of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years. 2.8 Payment of Liens, Charges and Encnmbrances. Promisor shall immediaxely pay and discharge from time to time when the same shall become due all lawful claims and demands of mechanics, materialmen, laborers and others that, if unpaid, might result in, or permit the creation of, a lien, charge or encumbrance upon the Property or any part thereof, and/or to do or cause to be done everything necessary so that the lien of this Mortgage and Security Agreement shall be fully preserved, at the cost of Promisor, without expense to Holder. 2.9 Payment of Mortgage Taxes. Promisor shall pay any and all taxes that may be levied or assessed directly or indirectly ugon the Note and/or this Mortgage and Security Agreement or the debt secured hereby, without regard to any law that maybe hereafter enacted imposing payment of the whole or any part thereof upon Holder, its successors or assigns. 2.10 Insurance. 2.10.1 Promisor shall obtain and maintain, or cause to be maintained, insurance for Promisor and the Property providing ax least the following coverages: (a) Property Insurance. If and/or when applicable, insurance with respect to the Improvements and building equipment insuring against any peril in an amount dual to amounts at all times sufficient to prevent Holder from becoming a corinsurer within the terms of the applicable policies and under applicable law, but in any event such insurance shall be maintained in an amount equal to the full insurable value of the Improvements and building equipment on the Property. The term "full insurable value" means the actual replacemem cost of the Improvements and building equipment (without taking into account any depreciation, and exclusive of excavations, footings and foundations, landscaping, and paving} determined annually by an insurer, a recognized independent insurance broker, or an independent appraiser. The Policy shall provide that: (i) all proceeds be payable to Holder as set forth in this Mortgage and Security Agreement and shall contain a standard "non-contn'butory mortgagee" endorsement or its equivalent relating, inter olio, to recovery by Holder notwithstanding the negligent or willful acts or omission of Promisor; and (u') a provision that such policy shall not be canceled or terminated, nor shall it expire, without at least thirty (30) days' prior written notice to Holder. (b) LlabiGity Insurance. General liability insurance, including bodily injury, death and property damage liability insurance, against any and all claims, including all MORTGAGE AND SECURI7YAGREEMENT PAGl3 5 OF 12 legal liability to the extent insurable and imposed upon Holder and all court costs and attorneys' fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the Property in such amounts as are generally available at commercially reasonable premiums and are generally required by institutional Holders for properties comparable to the Property but in no event far a combined single limit of less than ~~,~! QQ~. The Policy shall name Holder as an additional named insured and shall contain a pxovision that such policy shall not be canceled or terminated, nor shall it expire, without at least thirty (30) days' prior written notice to Holder. 2.10,2 Promisor shall comply with all insurance requirements and shall not bring or keep or permit to be brought or kept any article upon any of the Property or cause or permit any condition to exist thereon that would be prohibited by an insurance requirement, or would invalidate the insurance coverage required hereunder to be maintained by Promisor on or with respect to any part of the Property pursuant to this Section. 2.10.3 If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty, Promisor shall give prompt notice of such damage to Holder and Promisor shall promptly commence and diligently prosecute the completion of the repair and restoration of the property as nearly as possible to the condition the Property was in immediately prior to such fire or other casualty. 2.10.4 The insurance coverage required hereunder may be effected under a blanket policy or policies covering the Property and other properties and assets not constituting a part of the secuxity hereunder; provided thax any such blanket policy shall specify, except in the case of public liability insurance, the portion of the total coverage of such policy that is allocated to the Property, and any sublimit in such blanket policy applicable to the Property, and shall in any case comply in all other respects with the requirements of this Section. 2.lOS Promisor waives any and all right to claim or recover against Holder, its officers, employees, agents and xepresentatives, by way of subrogation or otherwise, for any loss sustained by Promisor, or any loss or damage to the Property, Promisor's property or the property of others under Promisox's control from any cause insured against or required to be insured against by the provisions of this Mortgage and Security Agreement. 2.11 Condemnatioa. Promisor shall promptly give Holder notice of the actual or threatened commencement of any condemnation or eminent domain proceeding and shall deliver to Holder copies of any and aU papers served in connection with such proceedings. Holder may participate in any such proceedings to the extent permitted by law. Promisor shall, at its expense, diligently prosecute any such proceedings, and shall consult with Holder, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise (including, but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Promisor shall pay the Secured Obligations in the maimer provided for its payment in the Note and in this Mortgage and Security Agreement. 2.12 Examination of Promisor's Records and Premises. MORTCiA(iEANDSEC!/RI1YAQREEMEN/' PAQE 6 OF 12 2.12.1 Promisor shall maintain complete and accurate books and records showing in detail the income and expenses of the Property, and shall permit Holder and its representatives to examine such books and records and all supporting vouchers and data during normal business hours and from time to time upon request by Holder, in such place as such books and records are customarily kept. Upon the occurrence of an Event of Default, Holder shall have the right to require that the financial statements be audited and certified by a certified public accountant acceptable to Holder, at the sole cost and expense of Promisor. 2.12.2 Holder, and/or its agents, shall have the right and shall be permitted, but shall nvt be required, at all reasonable times, to enter upon and inspect the Property to insure compliance with the covenants, agreements, and conditions set forth in this Mortgage and Security Agreement. 3. Warranty of Title. Promisor represents and warrants to Holder that Promisor has good title to the Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same and that Promisor possesses a fee simple absolute estate in the Real Property and that it owns the Property free and cleaz of all liens, encumbrances and charges whatsoever except for two prior mortgages and real property taxes for years subsequent to 20x8, which are not yet due and payable (the "Permitted Exceptions"). Promisor shall forever warrant, defend and preserve the title and the validity and priority of the Lien of this Mortgage and Security Agreement and shall forever warrant and defend the same to Holder against the claims of all persons whomsoever. 4. Further Encumbrance Prohibited. Promisor shall not, without the prior written consent of Holder, mortgage, grant, bargain, encumber, pledge, assigq or otherwise transfer the Property or any part thereof or permit the Property or any part thereof to be mortgaged, granted, bazgained, encumbered, pledged, assigned, or otherwise transferred. 5. Default. The occurrence of any one or more of the following events shall constitute an "Event of Default": 5.1 Failure to make any payment of the entire amount of the Secured Obligations in accordance with the terms of the Note, this Mortgage and Security Agreement, and all other Loan Documents. 5.2 T.f any representation or warranty of Promisor, or any member, general partner, principal ar beneficial owner of any of the foregoing, made herein, or in any other Loan Document, or in any guaranty, or in any certificate, report, financial statement or other instrument or document finnished to Holder shall have been false or misleading in any material respect when made. 5.3 if (i) Promisor or any Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief enteral with respect to it, or seeking to adjudicate it a banlQUpt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a MORTGAGE AND SECURITY~4GREEMENT PAGE 7 OF 12 receiver, trustee, custodian, conservator or other similaz official for it or for all or any substantial part of its assets, or the Promisor or any Guarantor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Promisor ar any Guarantor any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Promisor or any Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Promisor or any Guarantor shall take any action in furtherance of, or indicating its consent to, approval af, or acquiescence in, any of the acts set forth in clause (i}, (ii), or (iii) shave; or (v) the Promisar or any Guarantor shall generally not, or shall be unable to, or Shall admit in writing its inability to, pay its debts as they become due. 5.4 Except for the specific defaults set forth in this Section, any other default under any Loan Document by Promisor, which default is not cured within thirty (30) days after written notice from Holder to Promisor; provided that if such default cannot reasonably be cured within such thirty (30) day period and Promisor shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Promisor in the exercise of due diligence to cure such default, ft being agreed that no such extension shall be far a period. in excess of ninety (90} days, unless, only in the case of cures that require construction or remedial work, such cure catmot with diligence be completed within such ninety (90) day period, in which case such period shall be extended for an additional ninety {90) days. 6. Rights and Remedies. 6.1 Remedies. Upon the occurrence of any Event of Default, Holder may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Promisor and in and to the Property, including, but not limited to the following actions, each of which may, to the extent permitted by applicable law, be pursued concurrently or otherwise, at such time and in such order as Holder may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Holder: payable. 6.1.1 Declare the entire unpaid Secured Obligations to be immediately due and 6.1.2 Institute proceedings, judicial or otherwise, for the complete foreclosure of this Mortgage under any applicable provision of law in which case the Property or any interest therein may be said for cash or upon credit in one or mare parcels or in several interests or portions and in any order or manner. 6.1.3 Institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note or in the other Loan Documents. MORTGAGE AND SECURITYElGREEMENT PA08 8 a~ 12 6.1.4 Apply for the appointment of a receiver, hustee, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Secured Obligations and without regard for the solvency of Promisor or of any person, firm or other entity liable for the payment of the Secured Obligations. 6.1.5 Subject to any applicable law, Holder may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Promisor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Promisor and its agents or servants wholly therefrom, and Promisor agrees to surrender possession of the Property to Holder upon demand, and thereupon Holder may (i} use, operate, manage, control, insure, maintain, repair, restore sad otherwise deal with all and every part of the Property; (ii) apply the receipts from the Property to the payment of the Secured Obligations after deducting therefrom all expenses {including Reasonable Attorneys' Fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Holder, its counsel, agents and employees. 6.1.6 Pursue such other remedies as Holder may have under ~plicable law. Notwithstanding the provisions of this Section to the contrary, if any Event of Default shall occur, the entire unpaid Secured Obligations shall be automatically due and payable, without any further notice, demand or other action by Holder. 6.2 Right to Cure Defaults. Upon the occurrence of any Event of Default, Holder may, but without any obligation to do so and without notice to or demand on Promisor and without releasing Promisor from any obligation hereunder, cure the same in such manner and to such extent as Holder may deem necessary to protect the security hereof Holder is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any aclaon or proceeding to protect its interest in the Property or to foreclose this Mortgage and Security Agreement or collect the Secured Obligations, and the cost and expense thereof {including Reasonable Attorneys' Fees to the extent permitted by Iaw) shall constitute a portion of the Secured Obligations and shall be due and payable to Holder upon demand. All such costs and expenses incurred by Holder in remedying such Event of Default ar in appearing in, defending, or bringing any such action or proceeding shall bear interest at the statutory rate for the period after notice from Holder that such cost or expense was incun~ed to the date of payment to Holder. AlI such costs and expenses incurred by Holder together with interest thereon calculated at the statutory rate shall be deemed to constitute a portion of the Secured Obligations and be secured by this Mortgage and Security Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Holder therefor. 6.3 Other Righh.. 6.3.1 The failure of Holder to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Mortgage and Security Agreement. Promisor shall not be relieved of Promisor's obligations hereumder by reason of (i) the failure of Holder to comply with any request of Promisor to take any action to foreclose this Mortgage and Security Agreement or otherwise enforce any of the provisions hereof or of the Note or the other MORTGAGEANASEGTIRITYf1GREEMEA~!' PAGE 9 OF 12 Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property, or of any person liable for the Secured Obligations or any portion thereofi or {iii) any agreement or stipulation by Holder modifying or supplementing the terms of the Note, this Mortgage and Security Agreement or the other Loan Documents. 6.3.2 The risk of loss or damage to the Property is an Promisor, and Holder shall have no liability whatsoever for decline in value of the Property, for failure to maintain the insurance policies required hereunder, or for failure to determine whether insurance in force is adequate as to the amount of risks insured. 6.3.3 Holder may take action to enforce any covenant hereof without prejudice to the right of Holder thereafter to foreclose this Mortgage. The rights of Holder under this Mortgage and Security Agreement shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Holder shall be construed as an election to proceed. under any one provision herein to the exclusion of any other provision. Holder shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity. 7. Tndemnificat3on. If Holder shall become a party either as plaintiff or as defendant, in any action, suit, appeal or legal proceeding (including, without limitation, foreclosure, condemnation, bankruptcy, administrative proceedings or any proceeding wherein proof of claim is by law required to be filed), hearing, motion or application before any court or administrative body in relation to the Property or the lien and security interest granted or created hereby or herein, or for the recovery or protection of said indebtedness or the Property, or for the foreclosure of this Mortgage, Promisor shall save and hold Holder harmless from and against any and all costs and expenses incurred by Holder on account thereof, including, but not limited to, Reasonable Attorneys' Fees, title searches and abstract and survey charges, at all trial and appellate levels, and Promisor shall repay, oa demand, all such costs and expenses, together with interest thereon; all of which sums, if unpaid, shall be added to and become a part of the indebtedness secured hereby. 8. Usury Savings Clause. Notwithstanding any provisions in the Note or in this Mortgage and Security Agreement to the contrary, the total liability for payments in the nature of interest including but not limited to default interest shall not exceed the Limits imposed by the laws of the State of Idaho or, if controlling, the United States relating to maximum allowable charges of interest. Holder shall not be entitled to receive, collect or apply, as interest on the indebtedness evidenced by the Note, any amount in excess of the maximum lawful rate of interest permitted to be charged by applicable law. If Holder ever receives, collects or applies as interest any such excess, such amount that would be excessive interest shall be applied to reduce the unpaid balance of the indebtedness evidenced by the Note. If the unpaid balance of such indebtedness has been paid in full, any remaining excess shall be paid to Promisor. 9. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (a} upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof, (b) one (1) business day after having been deposited for overnight delivery with any reputable ovenught courier service, or {c) three (3) business days after having been deposited in any post office or mail depository regularly MORTGAGEAND SECURlTYAGRBEMENT PAGE IO OF 12 maintained by die U.S. Postal Service and serrt by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Promisor: Meridian Police Activities League, Inc. Attn: Commissioner 250 N. Baltic Place, Suite A Meridian, ID 83642 If to Holder: City of Meridian Atha: City Attorney 33 E. Idaho Avenue Meridian, ID 83642 Either party by notice to the other may designate additional or different addresses for subsequent notices or commuzucations. 10. Governing Law. This Mortgage and Security Agreement is to be governed by and construed in accordance with the laws of the state of Idaho and, if controlling, by the laws of the United States and shall be binding upon Promisor, its heirs, personal representatives, successors and assigns and shall inure to the benefit of Holder, its successors and assigns. AlI rights, powers and remedies provided in this Mortgage and Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Mortgage and Security Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any Applicable Law. 11. Terminology. The provisions hereof shall be binding upon Promisor and the heirs, personal representatives, successors and assigns of Promisor, and shall inure to the benefit of Holder, its successors and assigns. Where more than one Promisor is named herein, the obligations and liabilities of said Promisor shall be joint and several. Wherever used in this Mortgage and Security Agreement, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the word "Promisor" shall mean Promisor and/or any subsequent owner or owners of the Property, the word "Holder" shall mean Holder or any subsequent holder or holders of this Mortgage and Security Agreement, the word `Note" shall mean the Note secured. by this Mortgage and Security Agreement, and the ward "person" shall mean an individual, trustee, trust, corporation, partnership or unincorporated association. As used herein, the phrase "Reasonable Attorneys' Fees" shall mean fees charged by attorneys selected by Holder based upon such attorneys' then prevailing hourly rates as opposed to any statutory presumption specified by any statute then in effect in the State of Idaho. 12. Inapplicable Provisions. If any term of this Mortgage or any application thereof shall be invalid ar unenforceable, the remainder of this Mortgage and any other application of the term shall not be affected thereby. 13. Modiflcadons. This Mortgage and Security Agreement cannot be changed, altered, amended or modified except by an agreement in writing and in recordable form, executed by both Promisor and Holder. MORTGAOEANDSECURlTY~1GREEMENT PAaE lI OR 12 14. Captions. The captions set forth at the beginning of the various sections of this Mortgage and Security Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Mortgage and Security Agreement. I5. Entire Agreement. The Note, this Mortgage and Security Agreement and the other Loan Documents constihrte the entire understanding and agreement between Promisor and Holder with respect to the transactions arising in connection with the Secured Obligations and supersede all prior written or oral understandings and agreements between Promisor and Holder with respect (hereto. IN WITNESS WHEREOF, Promisor has executed thfs Mortgage and Security Agreement as of the day and year first written above. PROMISOR Meridian Police Activities League, Inc. y: To ,Commissioner STATE OF IDAHO ) ss: County of ADA ) I HEREBY CERTIFY that on this ~ day of August, 2008, before the undersigned, a Notary Public in the State of Idaho, personally appeared TOM ROY, known to me to be the person who executed the said instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and yea~b!' ~'tegificate first above uvtilten. , ~ i e''~1CM L. s~r•~~1 @~ ~OTA~r•~~ ~.~ _ ..•o: .~ ~ .• zblic for Idaho at ~; s~ , Idaha mission Expires: ~d [I IN WITNESS®a~REOF, Holder has executed this Mortgage and Security Agreement as of the ~y and year first written above. HOLDER: City of Meridian By: Tammy de Weerd, Mayor Attest: Jaycee Holman, City Clerk MORT~GAGRsi1VDSECURITYAOREBMk~'!' PAGE 12 OF 12 E~iBiT A: DESCRIPTION OF REAL PROPERTY M4RTGAGEAND SECURITYAGREEMENT EX[~iT A Code Reissue Aunt. 5~g Cty Prop T~ 049 1I 12 1 ' Fi a No.: Poll o.: Date of Policti•: Amt. of Insurance: Premium Arnt. 291485 7,13213309 March 3, 2008 at 7:30:00 $10,000.00 $200.00 AM ®ld Jl2epublic National Title Insurance Company LITIGATION GUARANTEE SCHEDULE A 1. Name of Assured: Meridian Police Activities League, Inc. 2. Title to said estate or interest at the date hereof is vested in: Meridian Police Activities League, Inc. 3. The estate or interest in the land hereinafter described or refierred to covered by this Cruarantee is: Fes Simple 4. The land referred to in this Guarantee is situated in the State of Idaho, Courrty of Ada and is described as follows: (I) SEE ATTACHED EXHIBIT A Schedule A page 1 of 2 page(s) ®ld Republic National Title Insurance Company LITIGATION GUARANTEE SCHEDULE A EXHIBIT A (1} A parcel of land located in the Southeast quarter of Section 26, Township 2 North, Range 1 East, Boise Meridian, Ada County, Idaho, being more particularly described as follows: The South half of the Northeast quarter of the Southeast quarter of Section 2b, the East half of the Southwest quarter of the Southeast quarter of Section 26, the Southeast quarter of the Southeast quarter of Section 26. Beginning at a brass cap marking the Southeast corner of said Section 26, said brass cap described in CP&F # 103166014, Ada County Official Records; Thence along the South line of the Southeast quarter of Section 26, North 89°18'45" West, 1957.30 feet to the West line of the East half of the Southwest quarter of the Southeast quarter of Section 26; Thence along said West line, North 00° 13'40" West, 1325.39 feet to the North line of said East half of the Southwest quarter of the Southeast quarter of Section 26; Thence along said North line, South 89°31' l4" East, 653.83 feet to the West line of the South half of the Northeast quarter of the Southeast quarter; Thence along said West line, North 00°09'57" West, 663.87 feet to the north line of said South half of the Northeast quarter of the Southeast quarter; Thence along said North line, South 89°37'28" East, 1309.08 feet to the East line of the Southeast quarter of Section 26, said East line being the centerline of S. Maple Grove Road; Thence along the said East line and said centerline, South 00°02'34" East, 1998.69 feet to the TRUE POINT OF BEGINNING. Schedule A page 2 of 2 page(s) MORTGAGE NOTE $328,040.00 Ada Couuty, Idaho August ~ 2008 FOR VALUE RECEIVED, the undersigned Meridian Police Activities League, Inc., a nonprofit corporation organized under the laws of the State of Idaho, whose address is 2S0 N. Baltic PIace, Suite A, Meridian, Idaho 83642 (hereinafter "Promisor"}, promises to pay to the order of the City of Meridian, a municipal corporation organrized under the laws of the State of Idaho, whose address is 33 E. Idaho Avenue, Meridian, Idaho 83642 its successors and assigns (the "Holder"} the sum of Three Hundred and Twenty-Eight Thousand Dollars ($328,000.00), in lawful money of the United States of America which shall be legal tender in payment of all debts ax the time of such payment. The sum due hereunder shall be payable at the office of Holder at 33 East Idaho Avenue, Meridian, Idaho 83642, or at such other place as Holder may from time to time designate. Said principal shall be paid in the manner set forth below. 1. Interest. No interest shall accrue on the unpaid balance of this Note. 2. Maturity. The unpaid balance of this Note, if not sooner paid, shall be due and payable in full upon sale of the Property as defined below by Promisor (the "Maturity Date"~. 3. Prepayment. Promisor shall have the right to prepay all or any part of the obligation evidenced by this Note at anytime. 4. Additional Conditions. This Note is secured by, and subject to the terms o~ a Mortgage and Security Agreement of even date herewith encumbering certain real property located in the County of Ada, State of Idaho and other property as more particularly descn-bed in the Mortgage and Security Agreement (hereinafter `~'roperty'~. This Note, the Mortgage and Security Agreement, and alI other documents and instruments executed as further evidence of, as additional security for, or executed in connection with the indebtedness evidenced by this Note aze collectively referred to as the "Loan Documents." S. Ibtl Recourse. The liability of Promisor with respect to payment hereunder shall be "full recourse" and, accordingly, Holder's source of satisfaction of said indebtedness and Promisor's other obligations hereunder and under the other Loan Documents shall not be limited to the Property. Upon the Maturity Date, Holder may seek to procure payment for any deficiency out of any other assets of Promisor, or any person or entity comprising Promisor, or to seek judgment for any sums which are or may be payable under this Note or under any of the other Loan Documents. 6. Idaho Law. This Note is made in the state of Idaho, which state the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby. Accordingly, in all respects, this Note and the Loan Documents and the obligations arising hereunder and thereunder shall be governed by, and construed in accordance with, the laws of the state of Idaho applicable to contracts made and performed in such state and any applicable law of the United States of America. Each party unconditionally and irrevocably MnRTCiAGF. NnTF PArsR 1 f1F 7 waives, to the fullest extent permitted by law, any claim to assert that the law of any jurisdiction other than the state of Idaho governs this Note and the Loan Documents. 7. Captions. The captions set forth at the beginning of the various paragraphs of this Note are for convenience only and shall not be used to interpret Or construe the provisions of this Note. 8. Savings Chase. If any clauses or provisions herein contained operate or would prospectively operate to invalidate this Note, then such clauses or provisions only shall be held for naught, as though not herein contained and the remainder of this Note shall remain operative and in full force and effect. IN WITNESS WHEREOF, Promisor has egecated this Note as of the day and year first above written. PROMISOR Meridi olice Activities League, Inc. y: Tom y mmissioner STATE OF IDAHO ) ss: County of ADA ) I HEREBY CERTIFY that on this /'~ day of August, 2008, before the undersigned, a Notary Public in the State of Idaho, personally appeared TQM ROY, known to me to be the person who executed the said instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and y~ thts~~~Bl~cate first above 'tten. '' ~ ••Mp••••• f~ •,,~ Leo I~~" - nw ~~~• TA •e~ ~° ~O R~ m* t ~~~ Q. N blic rld o ;, ? P~ ByIG R i gat ~o ~ s 2 .Idaho ~~ J ~~ ors O ,ems rnrnlSSlOn EXpueS: y 2® Q// ~,u~ IN WITNESS WHEREOF, Holder has execated this Note as of the day and year first above written. HOLDER: City of Meridian Arty; By: Tammy de Weerd, Mayor Jaycee Holman, Gity Clerk llfna~•rsenF NnTC Pena ~ n~ 7