Resolution - 2014 - 14-08 - Approve Agreement Btwn City Of Eagle/Eagle Park Bmx, Inc. For Use Of 6.61 Acres Of Ada/Eagle Sports Complex - 04/08/2014 RESOLUTION NO. 14-08
BY THE COUNCIL: BUTLER, DEFAYETTE, KUNZ,
RIDGEWAY
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF EAGLE
AND EAGLE PARK BMX, INC. FOR USE OF 6.61 ACRES OF THE ADA-EAGLE
SPORTS COMPLEX; AUTHORIZING THE MAYOR AND CITY CLERK TO
RESPECTIVELY EXECUTE AND ATTEST SAID AGREEMENT; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS,the City of Eagle desires to allow the continued use of a portion of the Ada-
Eagle Sports Complex; approximately 6.61 acres, for BMX users and to cooperate with EAGLE
PARK BMX, INC., in providing recreational opportunities of the Sports Complex and allowing
EAGLE PARK BMX, INC., to operate and maintain the BMX track and related facilities, and to
promote and manage BMX events at the Ada-Eagle Sports Complex;
WHEREAS, the City of Eagle, by and through its Parks and Recreation Department, and
EAGLE PARK BMX, INC., have worked cooperatively to reach a written agreement related to
their respective obligations, terms and conditions, attached hereto and marked as "Exhibit A,"
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF EAGLE, IDAHO:
Section 1. That the USER AGREEMENT BETWEEN THE CITY OF EAGLE AND
EAGLE PARK BMX, INC, attached hereto and incorporated herein by reference, be, and the
same is hereby, approved as to both form and content.
Section 2. That the Mayor and City Clerk be, and they hereby are, authorized to
respectively execute and attest said Agreement for and on behalf of the City of Eagle, Idaho.
Section 3. That this Resolution shall be in full force and effect immediately upon its
adoption and approval.
RESOLUTION
NO. 14-08
ADOPTED by the Council of the City of Eagle, Idaho, this egc day of April, 2014.
APPROVED by the Mayor of the City of Eagle, Idaho this =day of April, 2014.
APPROVED: ATTEST:
N
fames Rey I ild•( Sharon K. Bergmann
AYOR CITY CLERK
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RESOLUTION NO. 14-08
ORIGINAL 7XHIBIT
USER AGREEMENT BETWEEN THE CITY OF EAGLE
AND EAGLE PARK BMX,INC.
THIS AGREEMENT is made and entered into the 1, 7 day of iVatcit/ , 2014,
by and between the City of Eagle, Idaho, an Idaho municipal corporation, hereinafter called
"CITY," and Eagle Park BMX, INC., Inc., an Idaho non-profit corporation, hereinafter called
"BMX."
WHEREAS, CITY is an Idaho municipal corporation of the State of Idaho, and;
WHEREAS, BMX is an Idaho non-profit corporation organized and operating
exclusively for the sole purpose of conducting, supporting, and promoting bicycle motocross
("BMX") as a wholesome activity enhancing and enriching the quality of family life and the
spirit of competition for the common good, and;
WHEREAS, BMX and CITY desire to cooperate to promote recreational opportunities as
allowed by §50-303, Idaho Code, by creating a track which can be used by cyclists at all levels,
abilities, and age groups, and;
WHEREAS, CITY leases Eagle Sports Complex from Ada County ("COUNTY")
pursuant to the Lease Agreements between Ada County and the City of Eagle for the Ada-Eagle
Sports Complex dated August 24, 2004, and the Addendum to Lease Agreement Between Ada
County and the City of Eagle for Ada-Eagle Sports Complex Concerning Trails Property
executed May 2, 2012, (hereinafter collectively referred to as "Master Lease"), and BMX wishes
to operate the BMX track and related facilities within the Eagle Sports Complex, and;
WHEREAS, COUNTY and CITY are engaged in negotiations concerning the Premises
described herein and anticipate consummating a purchase and sale agreement under which CITY
would purchase and acquire ownership of the Premises from COUNTY;
WHEREAS, CITY is willing to allow a portion of the Eagle Sports Complex to continue
to be used by BMX for a period of time upon the terms and conditions as set forth in this
Agreement, and;
WHEREAS, BMX intends to utilize volunteers and to raise monetary and in-kind
donations and to pursue other sources of funding in order to meet the agreed upon project needs
as described herein, and;
WHEREAS, CITY desires to assist BMX as provided for in this Agreement, and;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein,the parties agree as follows:
1. DEFINITIONS. The following terms as used in this Agreement shall have the
meanings as hereinafter set forth.
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 1
a. Grantor or City. City of Eagle, an Idaho municipal corporation, whose
address is at Eagle City Hall located at 660 E. Civic Lane, Eagle, Idaho 83616.
b. Grantee or Eagle Park BMX, INC., an Idaho non-profit corporation,
whose recorded business address with the Idaho Secretary of State is 1870 W. Claire Dr.,
Meridian, Idaho 83646.
c.l. Lessor or Ada County: Ada County, Idaho, a duly organized and
existing County under the laws and Constitution of the State of Idaho, the owner of the Premises,
which it has leased to the City of Eagle under that certain Master Lease Agreement attached
hereto as Exhibit A and incorporated herein by reference.
c.2. Upon closing of the purchase by CITY of the Premises from COUNTY,
CITY shall become the Lessor and all rights, terms, obligations and conditions shall be conferred
onto CITY upon transfer of COUNTY property interest.
c.3. Closing shall be the date upon which ownership in the Premises is
conveyed from COUNTY to CITY.
d. Premises. The specified parcel of land, consisting of approximately 6.61
acres located at the Eagle Sports Complex as set forth as Exhibit B attached hereto and
incorporated by reference.
e. Project. Operation and maintenance of a BMX track, including
organizing, promoting, manning, and supervising events. The BMX activities shall be sanctioned
exclusively by USA BMX, or other similar sanctioning organizations approved by CITY.
2. USE OF THE PREMISES. For and in consideration of the promises contained
herein, and other good and valuable consideration, CITY hereby grants to BMX a revocable
license to use the Premises for the purpose of the Project, as provided herein, and for no other
purposes. Except as otherwise provided in this Agreement, EAGLE PARK BMX, INC. and the
agents and employees of EAGLE PARK BMX, INC. will only use the Premises for a purpose
consistent with the permitted use described in this Agreement. EAGLE PARK BMX, INC.
further agrees that it shall not permit or knowingly condone any illegal activities to occur on said
leased Premises. EAGLE PARK BMX, INC. further covenants and agrees that it will keep said
Premises in a neat, sanitary and safe condition and that it will comply with all applicable laws,
ordinances, and rules and regulations imposed by the City and the Master Lease on the Premises
including applicable laws and regulations imposed by the State of Idaho, the United States of
America, or any other appropriate governmental authority, (including referred to "governmental
authorities") applicable to the occupancy or use of the leased Premises, including all rules,
regulations and laws respecting fire and health and safety measures of Central District Health.
BMX further agrees to secure all licenses and permits required by said governmental authorities
to operate said Premises. Any use differing from that stated in this Agreement shall be
prohibited, unless the prior written consent of CITY is received.
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 2
3. BMXCOMPLIANCE WITH MASTER LEASE. This Agreement is subject to,
and BMX acceptance of all the terms and conditions of this Agreement and all of the terms,
covenants, provisions, conditions and agreements contained in the Master Lease, except as
modified and amended by this Agreement until closing. EAGLE PARK BMX, INC. covenants
and agrees: (i) to perform and to observe all of the terms, covenants, conditions and agreements
of the Master Lease on CITY's part to be performed to the extent the same are applicable to the
Premises and are not modified or amended by this Agreement; (ii) that BMX will not do or cause
to be done or suffer or permit any act or thing to be done which would or might cause the Master
Lease or the rights of CITY, as tenant under the Master Lease, to be cancelled, terminated or
forfeited or which would or might make CITY liable for any damages, claims or penalties; and
(iii) to indemnify and hold CITY harmless of, from and against any and all liabilities losses,
damages, suits, penalties, claims and demands of every kind or nature (including, without being
limited thereto, reasonable attorneys' fees and expenses of defense by reason thereof) arising
from a breach of this Agreement and the intentional or negligent acts of BMX, its agents,
contractors and employees. All of the terms, covenants and agreements of the Master Lease, to
the extent applicable to the Premises, are incorporated in and made a part of this Agreement as
though fully set forth herein, except as modified and amended by this Agreement.
4. TERM OF LEASE. The term of this Agreement shall be one (1) year,
commencing on the date of execution of this Agreement by the last to sign for CITY and BMX,
as evidenced by the signatures below.
5. CONSIDERATION. As Consideration for the use of the Premises, CITY will
receive BMX's voluntary services in coordinating, organizing and providing a safe recreational
program for the benefit of the City of Eagle and the general public in accordance with the terms
and conditions set forth herein, including the liability insurance requirement protecting the City
from liability arousing from the Project and BMX events..
6. PROJECT SITE. BMX acknowledges that it has inspected the Premises, knows
its condition, and understands that the same is licensed to BMX without any representation or
warranties whatsoever and without obligation on the part of CITY to make any alterations,
repairs, maintenance, or additions thereto, unless specifically set forth in this Agreement. CITY
makes no warranty or promise as to the condition, safety, usefulness, or habitability of the
Premises and BMX accepts the Premises AS IS.
7. LIABILITY OF CITY. Neither the CITY nor COUNTY shall be liable for any
damage, loss or injury to the person, property or effects of BMX, or of any agent, servant,
employee or patron of BMX suffered on, in or about the leased Premises, and BMX agrees to
indemnify, protect and save harmless CITY and COUNTY against any and all such damages,
costs, attorneys' fees or expenses arising therefrom.
8. GENERAL INSURANCE. BMX covenants and agrees to carry public liability
insurance in the amounts of at least $5,000,000.00, or more if required by law, covering the
Premises, which insurance shall name both the CITY and COUNTY as Additional Named
Insureds and Certificate Holders. BMX shall provide and file a copy of such Additional Named
Insureds Certificates with the Clerk of the CITY at the address provided in Section 14, and to the
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 3
COUNTY at: Ada County Risk Management Division at 200 W. Front Street, Room 2210,
Boise, Idaho 83702, prior to performing any action or making any entry upon the Premises.
Upon demand, BMX shall supply to CITY and/or COUNTY any requested documents and
assurances that such policies have been secured and that such policies are maintained in full
force and effect. Such policies shall explicitly include coverage for any volunteers working on
the Premises and for any and all events and activities held or carried out on the Premises. The
policy of insurance must include coverage for all officers, employees, agents, volunteers and
assistants of BMX, and shall specifically incorporate the indemnification and hold harmless
provisions of this Agreement. As named additional insureds, the coverage afforded to CITY and
COUNTY shall be primary with respect to activities provided. Showing CITY and COUNTY as
certificate holders is not the same as naming CITY and COUNTY as additional insureds and is
not an acceptable substitute. If equivalent coverages are provided and the form is approved in
writing by both the City Council of CITY and the Board of County Commissioners of
COUNTY, BMX may provide a general liability policy in a form different from that described
above.
9. UTILITIES. BMX agrees to pay all utilities and fees associated with the Project
on the Premises, including utilities and fees associated with any concession facility.
10. MAINTENANCE OF THE PREMISES; DUTY TO INSPECT.
a. Maintenance of the Premises. BMX shall have the right to improve the
Premises, and structures incidental to operating such a bicycle motocross track, and providing
for proper seating and parking for patrons and spectators, at its own expense. BMX agrees and
covenants to obtain all necessary permits and licenses for the construction and operation of such
bicycle motorcross track and related activities, and to maintain the same in compliance with all
applicable federal, state, county and local laws and ordinances. CITY further agrees to cooperate
with BMX in obtaining all necessary permits and licenses for the construction of the
improvements.
b. Duty to Inspect. BMX shall be under a duty throughout the duration of
the Agreement to reasonably inspect the Project for dangerous conditions and/or hazards, hidden
or otherwise, and to make all efforts to repair and discovered dangerous condition or hazard or
immediately make such condition or hazards obvious to persons who might encounter the same.
BMX shall clean up all litter associated with its use of the facilities of the Project and the
concessions facility before leaving Premises for the day. Any damage to the Premises by BMX
or its invitees shall be the responsibility of BMX.
11. CONSTRUCTION. Prior to any construction, alteration, replacement, removal,
or major repair of any improvements, BMX shall submit to CITY plans and specifications which
describe proposed activity and comply with Eagle City Code and other applicable laws.
Construction shall not proceed until CITY has approved those plans and specifications in writing
as required by Eagle City Code and other applicable laws including procurement of legally
required performance and payment bonds. CITY's consent and approval shall not be required for
any routine maintenance or repair of improvements made by BMX pursuant to its obligation to
maintain the Property in good order and that does not result in construction, alteration,
replacement, or major repair of any improvements on the premises. BMX shall be responsible for
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 4
paying for and obtaining all necessary permits and fees for BMX improvements as approved by
CITY.
12. SURRENDER UPON EXPIRATION OR TERMINATION. Upon expiration
or termination of this Agreement, BMX shall surrender possession of the Premises to CITY,
including all permanent improvements, such as the BMX track, parking and seating structures.
Such permanent improvements shall not be removed prior to such expiration or termination, and
shall revert to ownership and control of CITY upon such expiration or termination.
13. ASSIGNMENT, SUBLEASE OR TRANSFER. Except as provided in §1.c.2,
this Agreement may not be assigned, transferred, or sublet in whole or in part by either of the
parties hereto without the prior express written consent of the other party, and nothing contained
herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any
third party. .
14. NOTICE. Whenever in the provisions of this Agreement, notice is required to be
given by either party herein, notice, must be given in writing by personal service, by registered
or certified mail, postage prepaid, return receipt requested, or overnight UPS, Fed Ex, by other
like service, or by facsimile to the party being notified at the address below, or such other
address as either party may designate in writing:
To CITY: City of Eagle
ATTN: Mayor
Cc: separate copy to Eagle City Parks and Recreation Director
660 E. Civic Lane
Eagle, ID 83616
To BMX: Eagle Park BMX, Inc.
c/o Blake Richards, President
1870 W. Claire Dr.
Meridian, ID 83646
15. APPLICABLE LAWS AND REGULATIONS. BMX shall comply with all
applicable federal, State and local laws and regulations, including but not limited to, those
regarding construction, operation, maintenance, health, safety, food service, water supply,
sanitation, use of pesticides, and licenses or permits to do business. BMX shall certify that all
water and sanitary system modifications made on the Project comply with all federal, State, and
local laws and regulations.
16. ATTORNEY FEES. In the event that either party must bring a civil action to
enforce this Agreement, the prevailing party is entitled to the reasonable attorney's fees and costs
associated in addition to any other relief sought.
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 5
17. POSSESSION. BMX is entitled to the exclusive use of Premises for the stated
purpose; however, shall not unlawfully exclude any person from participation or use of the track
or facilities.
18. ENCUMBRANCES. BMX shall not encumber, mortgage or allow liens to
attach to said Premises.
19. MODIFICATION. This Agreement may be modified or amended only by a
writing duly executed by both parties.
20. CHOICE OF LAW. This Agreement and its performance shall be construed in
accordance with and governed by the laws of the State of Idaho.
21. HEIRS AND ASSIGNS. This Agreement and the terms and conditions hereof
shall apply to and are binding upon the heirs, executors, administrators and assigns of the parties
hereto.
22. MERGER AND INTEGRATION. This writing embodies the whole agreement
of the parties other than as subject to the Master Lease attached hereto. There are no promises,
terms, conditions or obligations other than those contained in this Agreement. All previous and
contemporaneous communications, representations or agreements, either verbal or written,
between the parties are superseded by this Agreement.
23. PERFORMANCE. The failure of a party hereto to insist upon strict
performance or observation of the Agreement shall not be a waiver of any breach or of any terms
or conditions of the Agreement by the other party.
24. TERMINATION;
a. Termination. This Agreement may be terminated by either party or upon
a material breach of this Agreement and failure to cure such material breach after ten (10) days
written notice. The City shall have the right to terminate this Agreement without cause on sixty
(60) days written notice. In any such event, BMX shall be required to remove all its personal
property (non-fixture) and otherwise vacate the Premises on or before the expiration of the sixty
(60) day period. CITY may immediately re-enter and take possession of the Premises with or
without process of law. In the event of re-entry by CITY, its agents or employees, BMX shall
be liable for any damages, costs, or fees incurred by CITY recovering, repairing, and/or
removing property on the Premises.
b. Abandonment of Personal Property. BMX agrees that any personal
property, including equipment, construction materials, buildings, concessions, goods, signage,
parts and improvements, shall after the 60 days written notice described in this Section, shall be
deemed abandoned and BMX consent to the City disposes, donating or selling said personal
property in its discretion. . CITY may remove and/or dispose of said property without further
notice or compensation to BMX.
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 6
c. Fixtures. All fixtures or capital improvements made by BMX shall
become the property of CITY upon termination or expiration of this Agreement.
25. 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.
26. MISCELLANEOUS PROVISIONS.
a. BMX agrees to follow all USA BMX and similar sanctioning entities
policies, guidelines, and rules and regulations for the installation, construction, operation,
maintenance and use of the Premises. BMX also agrees to abide by the sanctioned policies
required by the USA BMX.
b. BMX shall provide a schedule of all races and practice times when the
Project facilities will be used to CITY, and shall by incorporated by reference to the Agreement
and marked as Exhibit C.
c. Any or all concession stands must be permitted by CITY, and approved in
advance and in writing by CITY. Each shall be required to pay concessions fees in accordance
with City procedures and agreement.
d. Other than the established hours of closure for the CITY Sports Complex,
BMX understands and agrees the Premises is public property open to the public and may not be
closed to the public by BMX except during scheduled events and/or construction or maintenance
periods without written permission of the CITY.
C Y OF EA
B ".22,;„‘„, - a../,____!41Date: '?'— �—/4
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mes Reyno dt
Mayor
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ATTEST: '.•`e:41�:3O fib`°•.
ir.� -kli- s
Sharon K. Bergmann, City Cl;rk 'a•"
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1. V>;�soab ,•.
EAGLE PARK BMX, INC. ••„4:b3 dO is,•••
By: Date: Z �
lak i/ /6/
e Richards
President
USER AGREEMENT BETWEEN CITY OF EAGLE AND EAGLE PARK BMX, INC.
Page 7
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41d ` / ATLAS LAND SURVEYING
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206 NW 50 STREET FRUITLAND, ID 83619 www atlas-survevcom
SHONE: 208-739-3802 OFFICE/FAX: 208-452-6462 atlas @atlas-survey.com
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BOUNDARY DESCRIPTION
BMX TRACK
A parcel of land located in Lot 1, Block 1, Hidden Hollow Subdivision, in the SW1/4 of Section 2 and
also in the 5E1/4 of Section 3, all in Township 4 North, Range 1 East, Boise Meridian, Ada County,
Idaho, as follows:
Commencing at the northwest corner of said SW1/4 (W1/4 corner)of Section 2, being
monumented by an Ada County brass cap monument in concrete;
thence N. 89°29' 18"W. 665.56 feet, to a 5/8" rebar on the west tine of said Lot 1, Block 1,
Hidden Hollow Subdivision, also being the easterly right-of-way line of Horseshoe Bend
Road (old State Highway 55);
thence along the west line of said Lot 1 (easterly right-of-way line), S. 18' 06'39" E. 1755.20
feet, to a 5/8" rebar set with plastic cap stamped "D. COON 1310328", herein after
referred to as "capped rebar", being the POINT OF BEGINNING;
thence N. 65° 29'50" E. 146.05 feet, to a capped rebar;
thence N. 426 15'06" E. 63.73 feet, to a capped rebar;
thence N. 71* 55' 58" E. 360.70 feet, to a capped rebar;
thence S. 21'42' 31" E. 511.15 feet, to a capped rebar;
thence S. 71'53'21"W. 596.22 feet, to a capped rebar on the west tine of said Lot 1 (easterly
right-of-way tine);
thence along said west line (easterly right-of-way line), northerly 106.50 feet, along the arc
of a 1945.94 foot radius, non-tangent curve, concave westerly, through a central angle of
3* 08'09", and whose chord bears N. 16' 32'35" W. 106.49 feet, to a capped rebar;
thence continuing along said west line (easterly right-of-way line), N. 18° 06' 39" W. 356.20,
to the POINT OF BEGINNING.
Containing 6.61 acres, more or less.
This description is based on the property line adjustment survey for the Eagle sports park as
shown on record of survey.#9632 (Instrument No. 114007793), records of Ada County.
END OF THIS DESCRIPTION THAT CONTAINS 1 PAGE.
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