Service Solicited - 2010 - Eagle Foothill BMX, Inc - User Agreement Eagle Foothills BMX Inc Eagle Sports Complex
USER AGREEMENT BETWEEN THE CITY OF EAGLE
AND EAGLE FOOTHILLS BMX, INC.
THIS AGREEMENT is made and entered into the J in day of Octobey , 2010,
by and between the City of Eagle, Idaho, an Idaho municipal corporation, hereinafter called
"CITY," and Eagle Foothills BMX, Inc., an Idaho non-profit corporation, hereinafter called
"EFBMX. "
WHEREAS, CITY is an Idaho municipal corporation of the State of Idaho, and;
WHEREAS, EFBMX is an Idaho non-profit corporation organized and operating
exclusively for the charitable purposes of conducting, supporting, and promoting bicycle motor
cross ("BMX") as a wholesome activity enhancing and enriching the quality of family life and
the spirit of competition for the common good, and;
WHEREAS, EFBMX and CITY desire to cooperate to improve recreation opportunities
as allowed by 950-303, Idaho Code, by creating a facility 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 Agreement between Ada County and the City of Eagle for the Ada-Eagle
Sports Complex dated August 24, 2009 ("Master Lease"), and EFBMX desires to locate the
proposed BMX track and related facilities within the Eagle Sports Complex, and;
WHEREAS, CITY is willing to sublease a portion of the Eagle Sports Complex to
EFBMX for a period of time upon the terms and conditions as set forth in this Agreement, and;
WHEREAS, EFBMX intends to utilize volunteers and to raise in-kind donations and to
pursue other donations and sources of funding in order to meet project needs, and;
WHEREAS, CITY desires to assist EFBMX 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.
a. Grantor or City. City of Eagle, an Idaho municipal corporation, whose
address is P.O. Box 1520, Eagle, Idaho 83616.
b. Grantee or EFBMX. Eagle Foothills BMX, Inc., an Idaho non-profit
corporation, whose address is 244 N. Payette Way, Eagle, Idaho 83616.
c. 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.
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d. Premises. The specified parcel of land, consisting of approximately 1.5
acres located at the Eagle Sports Complex as set fort in Exhibit B attached hereto and
incorporated by reference [Could be a rough sketch].
e. Project. Construction and operation of a BMX track and structures
incidental to operating such a track, including seating and parking facilities, and food concession
space. The BMX track will be sanctioned exclusively by the American Bicycle Association.
2. USE OF THE PREMISES. For and in consideration of the promises contained
herein, and other good and valuable consideration, CITY hereby grants to EFBMX 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, EFBMX and the agents and
employees of EFBMX will only use the Premises for a purpose consistent with the permitted use
described in this Agreement. EFBMX further agrees that it shall not permit or knowingly
condone any illegal activities to occur on said leased Premises. EFBMX further covenants and
agrees that it will at all times keep said Premises in a neat and sanitary 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. EFBMX further agrees to secure all licenses and permits required by said
governmental authorities to operate a business on said Premises. Any use differing from that
stated in this Agreement shall not be made without the prior written consent of CITY. Further,
the provisions of this Agreement are subject to the terms and conditions of the Master Lease.
3. EFBMX COMPLIANCE WITH MASTER LEASE. This Agreement is
subject to, and EFBMX accepts the Agreement is subject to, all of the terms, covenants,
provisions, conditions and agreements contained in the Master Lease, except as modified and
amended by this Agreement. EFBMX 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 EFBMX 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 EFBMX, 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 three (3) years,
commencing on the date of execution of this Agreement by the last to sign for CITY and
EFBMX, as evidenced by the signatures below.
5. CONSIDERATION. As rent for the use of the Premises, CITY will receive
EFBMX's voluntary services in coordinating, organizing and providing a safe recreational
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program for the benefit of the City of Eagle, the County of Ada, and the general public in
accordance with the terms and conditions set forth herein, and payment of any applicable park
use fee set by the City for events held on the BMX Premises including any liability insurance
requirement from the City for such events.
6. PROJECT SITE. EFBMX acknowledges that it has inspected the Premises,
knows its condition, and understands that the same is licensed to EFBMX without any
representation or warranties whatsoever and without obligation on the part of CITY to make any
alterations, repairs, 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 EFBMX accepts the Premises as is.
7. LIABILITY OF CITY. CITY shall not be liable for any damage, loss or injury
to the person, property or effects of EFBMX or of any agent, servant, employee or patron of
EFBMX suffered on, in or about the leased Premises, and EFBMX agrees to indemnify, protect
and save harmless CITY against any and all such damages, costs, attorneys' fees or expenses
arising therefrom.
8. INSURANCE. EFBMX covenants and agrees to carry public liability insurance
in the amounts of at least $500,000.00 or as otherwise required by law covering the Premises,
which insurance shall name CITY AND COUNTY as additional insureds and certificate holders.
EFBMX hereby agrees to demonstrate, upon demand, to CITY that such policies have been
secured and such policies are maintained in full force and effect for CITY's protection for any
volunteers working on the Premises and for any events held on the Premises. The policy of
insurance must include coverage for all activities performed by EFBMX and shall specifically
insure the hold harmless provisions of this Agreement. CITY and COUNTY shall be named
additional insured and the coverage afforded will 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 by CITY, EFBMX may provide a general liability policy in a
form different from that described above.
9. UTILITIES. EFBMX 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. The parties agree that the Premises are
presently vacant grounds. EFBMX shall have the right to improve the Premises, construct a
bicycle motorcross track and structures incidental to operating such a track, selling refreshments
and equipment, and providing for seating and parking for patrons and spectators, at its own
expense. EFBMX 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 EFMBX in obtaining all necessary permits
and licenses for the construction of the improvements.
b. Duty to Inspect. EFBMX shall be under a duty throughout the duration
of this Agreement to reasonably inspect the Project for dangerous conditions and/or hazards,
hidden or otherwise, and to make reasonable efforts to repair any discovered dangerous condition
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or hazard or immediately make such condition or hazards obvious to persons who might
encounter the same. Further, EFBMX shall clean up all litter associated with its use of the
facilities of the Project and the concessions facility. Any damage to the Premises by EFBMX or
its invitees shall be the responsibility of EFBMX.
11. SURRENDER UPON EXPIRATION OR TERMINATION. Upon expiration
or termination of this Agreement, EFBMX shall surrender possession of the Project to CITY in
the condition of the Premises at such expiration date, including any permanent improvements,
including the BMX track, which EFBMX placed or constructed on the Project. 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.
12. ASSIGNMENT, SUBLEASE OR TRANSFER. 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. CITY
agrees that EFBMX shall have the right to execute management contracts for the management of
the leased Premises or businesses located thereon. As used herein, "management contract" is
defined as a contract which would assign control and/or management of the business and
Premises leased hereby.
13. NOTICE. Whenever in the provisions of this Agreement, notice is required to be
given by either party herein, it shall not be construed to mean personal notice, but it must be
given in writing by registered or certified mail, postage prepaid, return receipt requested, or
overnight UPS, Fed Ex, or other like service 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
P.O. Box 1520
Eagle, ID 83616
To EFBMX: Eagle Foothills BMX, Inc.
Attn: Edward Newgen
244 N. Payette Way
Eagle,ID 83616
14. APPLICABLE LAWS AND REGULATIONS. EFBMX shall comply with all
applicable federal, State and local laws and regulations, including but not limited to, those
regarding construction, health, safety, food service, water supply, sanitation, use of pesticides,
and licenses or permits to do business. EFBMX shall certify that all water and sanitary system
modifications made on the Project comply with all federal, State, and local laws and regulations.
15. A TTORNEY FEES. In the event that either party is required to resort to or seek
legal assistance or proceedings or to incur expenses of any kind or nature in the enforcement of
its rights hereunder, then and in that event, attorneys' fees shall be awarded to the prevailing
party.
16. POSSESSION. EFBMX is entitled to immediate possession of the Premises
upon the signing of this Agreement.
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17. ENCUMBRANCES. EFBMX shall not encumber, mortgage or allow liens to
attach to said Premises without first securing the written consent of CITY for such encumbrance.
18. MODIFICATION. This Agreement may be modified or amended only by a
writing duly executed by both parties.
19. CH 0 I CE 0 F LAW. This Agreement and its performance shall be construed in
accordance with and governed by the laws of the State ofIdaho.
20. 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.
21. 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.
22. 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 ofthe Agreement by the other party.
23. TERMINATION. This Agreement may be terminated by either party by mutual
agreement or upon a material breach of this Agreement and failure to cure such material breach
after sixty (60) days written notice. The City maintains the right to terminate this Agreement
without cause on sixty (60) days notice. In any such event, EFBMX shall be required to remove
all personal property 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, EFBMX shall
be liable for any damages, costs, or fees incurred by CITY recovering the Premises.
24. 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.
25. MISCELLANEOUS PROVISIONS.
a. EFBMX agrees to follow all American Bicycle Association policies,
guidelines, and rules and regulations for the installation, construction, operation, maintenance
and use of the Premises. EFBMX also agrees to abide by the sanctioned policies required by the
American Bicycle Association.
b. EFBMX shall provide a schedule of all races and practice times when the
Project facilities will be used to CITY's Public Works Department and the City's City Clerk's
office within thirty (30) days of the event.
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c. Any or all concession stands must be permitted by CITY, and approved in
advance and in writing by CITY.
d. EFBMX understands and agrees the Premises are public property, open to
the public and may not be closed to the public except during scheduled events and/or
construction or maintenance periods without written permission of the City.
IN WITNESS WHEREOF, we set our hands in agreement with the terms and conditions
set forth herein.
CITY OF EAGLE
By.b [).~
J es D. Reynolds
Mayor
Date: Id -;J.. -, . Iv
ATTEST:
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Sharon K. Bergmann, City Clerk! reasurer
EAGLE FOOTHILLS BMX, INC.
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By: C i;l~:z rrt~ <t/a?'t /~
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Edward Newgen, /"
President .;'
Date:
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Agreement No. IotJat;'"
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX
THIS LEASE AGREEMENT is entered into this a!!d day of a~.b?L:
2004, by and between Ada County, a political subdivision of the State of Idaho, (hereinafter
"County"), and the City of Eagle, a municipal corporation of the State of Idaho (hereinafter
"City").
WITNESSETH
WHEREAS, County owns certain real property located in Ada County, Idaho,
commonly known as Ada-Eagle Sports Complex, consisting of approximately eighty-five (85)
acres, more fully described in "Exhibit A" hereto attached (hereinafter "Property"); and
WHEREAS, a portion of the Ada-Eagle Sports Complex consisting of approximately
four (4) acres, known as the Eagle Skate Park, more fully describe in "Exhibit B" hereto attached
(hereinafter "Skate Park") has been developed; and
WHEREAS, City desires to lease the Property including Skate Park from County for
recreational purposes and for use as a public park; and
WHEREAS, County hereby agrees to lease the Property to City for a public park and
recreational purposes, according to the terms set forth herein;
NOW, THEREFORE, the parties hereto mutually agree as follows:
TERMS OF LEASE AGREEMENT
1. USE OF PROPERTY. The Property shall be used by City for the purpose of a public
park and recreational purposes and for no other purpose.
2. TERM, AND RENEWAL OF LEASE AGREEMENT. Pursuant to Idaho Code 9 31-
836(4) County shall lease to City the entirety of the Property for a term of ninety-nine (99) years.
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 1
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This Lease Agreement shall be effective upon the signature of both parties, and may be
terminated by either party upon six (6) months written notice. This Lease Agreement may be
renewed for additional terms upon written mutual agreement of the parties.
3. CONSIDERATION. The consideration for this Lease Agreement shall be the operation
and maintenance of the Property by the City for public park and recreational purposes, for the
benefit of the people the City of Eagle, Ada County, and the general public in accordance with
the terms and conditions set forth herein. This lease is contemplated by the parties as being
included within the terms of Idaho Code 9 36-1604 (Recreational Limitations of Liability of
Land Owners).
4. UTILITIES AND INSURANCE. City agrees to pay all utilities, insurance, and fees
associated with the Property throughout the duration of this Lease Agreement, unless said Lease
Agreement is terminated by the parties pursuant to Paragraph 1.1. above. This lease is subject to
the Idaho Power Easement of Record.
5. ANNEXATION TO CITY. The County agrees to allow the City to annex the Property
into the City, at the City's discretion.
6. MAINTENANCE. City agrees to maintain the Property throughout the duration of this
Lease Agreement. City shall be responsible for any repairs and costs incurred in maintaining the
Property. During the term of this Lease Agreement, City shall maintain the Property in a
condition that is reasonably safe for visitors to the Property. City shall be under a duty
throughout the duration of this Lease Agreement to reasonably inspect the Property for
dangerous conditions and/or hazards, hidden or otherwise; and to make reasonable efforts to
repair any discovered dangerous condition or hazard or immediately make such condition or
hazard obvious to persons who might encounter the same. Further, City shall clean up all litter
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 2
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associated with use of the Property. Any damage to the Property by City or City's invitees shall
be the responsibility of City.
7. CONSTRUCTION OF IMPROVEMENTS. The City agrees that as funds are
appropriated to improve the Property, City shall work cooperatively with County regarding the
construction of the proposed improvements. County reserves the right to construct or make
improvements on the Property without the need for prior consent of City, but shall inform City of
such proposed improvements either ninety (90) days prior to construction or thirty (30) days
prior to advertisement for bid.
8. DEVELOPMENT PLAN. The development of the Property shall consist of developing
the facilities and services necessary to create public park and recreational facilities on the
Property. City may seek grant funds for the development of the Property, consistent with terms
of this Lease Agreement, and County shall cooperate with City and may co-sponsor, as
necessary, such grant applications sought by City.
9. SURRENDER UPON EXPIRATION OR TERMINATION. Unless otherwise agreed in
writing, upon expiration or termination of this Lease Agreement, City shall surrender possession
of the Property to County in the condition of the Property at such expiration date, including any
permanent improvements that may be made upon the Property by City. Any permanent fixtures,
alterations, additions, improvements, and appurtenances attached to or built on the Property prior
to or during the term of this Lease Agreement, whether by City at its expense or by County at its
expense, or both, shall revert to the ownership and control of County.
10. NOTICE. If under the terms of this Lease Agreement a written notice is required, it shall
be accomplished by certified mail, return receipt, postage prepaid, and addressed as follows:
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 3
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Eagle City Clerk
P.O. Box 1520
Eagle, ID 83616
Ada County Board of Commissioners
200 W. Front Street, 3rd Floor
Boise, ID 83702
Notice as served by mail shall be deemed complete when deposited with the United States Postal
Service. Any change of address shall not be effective unless served upon the parties in the same
manner as notices referred to herein.
11. APPLICABLE LAWS AND REGULATIONS. City shall comply with all applicable
Federal, State, and local laws and regulations, including, but not limited to, those regarding
construction, health, safety, food service, water supply, sanitation, use of pesticides, and licenses
or permits to do business. City shall make and enforce such regulations as are necessary and
within its legal authority in exercising the privileges granted in this Lease Agreement, provided
that such regulations are not inconsistent with those issued by County.
City shall require that all water and sanitary system modifications made on the Property,
with County's prior approval, comply with all Federal, State, and local laws and regulations.
City shall also assure compliance with the Americans with Disabilities Act.
12. CONDITION OF PREMISES. City acknowledges that it has inspected the Property,
knows its condition, and understands that the same is leased without any representations or
warranties whatsoever and without obligation on the part of County to make any alterations,
repairs, or additions thereto, unless specifically mentioned elsewhere in this Lease Agreement.
13. TRANSFERS. ASSIGNMENTS, AND SUBLEASES. City shall neither transfer, sublet,
nor assign this Lease Agreement without the prior written approval of County. Written approval
shall not be unreasonably denied by the County. City shall honor the Agreement between Ada
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 4
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County and the Treasure Valley Family YMCA ("YMCA") dated June _,2004 to conduct a
children's skateboarding academy for the 2004 summer season on the Property. Future
agreements for use of the Property by the YMCA will be negotiated by the City and the YMCA.
14. FACILITIES. SERVICES AND FEES. City shall have the ability to enter into
concessionaire and short-term event-related agreements for the purpose of providing services for
the general public.
15. NONDISCRIMINATION. City shall not discriminate against any person or persons or
exclude them from participation in City's operations, programs, or activities conducted on the
Property due to race, color, religion, gender, age, handicap, or national origin.
16. HEALTH AND SAFETY. City shall maintain the Property in good order and in a clean,
sanitary, and safe condition and shall have the primary responsibility to ensure that any sub-
lessees and concessionaires operate and maintain the Property in such a manner.
County, upon discovery of any hazardous conditions on the Property that presents a threat
to health and or danger to life or property, will notify City in writing and shall require that the
affected part or all of the Property be closed to the public until such condition is corrected and
the danger to the public is eliminated. If the condition is not corrected by City within a
reasonable time, no less than 60 days, County shall have the option to correct the hazardous
conditions and collect the cost of repairs from City only after obtaining the City's prior written
approval, or immediately revoke this Lease Agreement. City, its concessionaires and sub-lessees
shall have no claim for damages against Ada County, or any officer, agent, or employee thereof,
on account of action taken pursuant to this section.
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 5
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17. PUBLIC USE. No attempt shall be made by City to forbid the use of the Property by the
public, subject, however, to the authority to set hours, limit public access during special events,
and manage the Property to provide safety and security to the visiting public.
18. NATURAL RESOURCES AND ENVIRONMENTAL PROTECTION. City shall
conduct no mining operations, remove no sand, gravel, or kindred substances from the ground,
commit no waste of any kind, nor in any manner substantially change the contour or condition of
the Property, except as may be authorized by County. The City agrees not to dispose of toxic or
hazardous materials on the Property.
19. mSTORIC PRESERVATION. City shall not remove or disturb, or cause or permit to be
removed or disturbed, any historical, archeological, architectural or other cultural artifacts, relics,
remains, or objects of antiquity. In the event that such items are discovered on the Property, City
shall immediately notify County and protect the site and the material from further disturbance
until County gives clearance to proceed.
20. FINANCIAL OBLIGATIONS OF THE PARTIES. Nothing in this Lease Agreement
shall bind either party to a commitment of funds in excess of that lawfully appropriated by their
respective governing bodies.
II. GENERAL TERMS AND CONDITIONS
1. INDEMNIFICATION AND HOLD HARMLESS. City agrees to indemnify, defend,
save and hold County, its employees, representatives, and agents harmless from and against any
and all claims, demands, suits, causes of action, or other proceedings arising from any and all
accidents and/or incidents that result in injury, death, damage or loss to any party or the personal
property of any party that occur on the Property during the term of this Lease Agreement, and
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 6
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during any extensions or renewals hereof, which directly or indirectly arise out of any actions,
activities or omissions of or by City or any City invitee.
County agrees to indemnify, defend, save and hold City, its employees, representatives,
and agents harmless from and against any and all claims, demands, suits, causes of action, or
other proceedings arising from any and all accidents and/or incidents that result in injury, death,
damage or loss to any party or the personal property of any party that occur on the Property
during the term of this Lease Agreement, and during any extensions or renewals hereof, which
directly or indirectly arise out of any actions, activities or omissions of or by County.
2. LIABILITY INSURANCE. During the term of this Lease Agreement, City shall
maintain in full force and affect a policy of comprehensive general liability insurance covering
the Property and naming as insureds, City and County, in an amount not less than One Million
Dollars ($1,000,000) per occurrence. Said insurance shall provide liability protection for and
against all claims of injury and/or property damage occurring on the Property during the term of
this Lease Agreement, which directly or indirectly relate to the use of the Property by City.
Further, said liability insurance shall provide primary liability coverage over any other policy or
program of insurance maintained by County. City shall furnish proof of said insurance
protection to County, with a Certification of Insurance.
3. MODIFICATION. This Lease Agreement may be modified or amended only by a
writing duly executed by both parties.
4. SEVERABILITY. In the event any proVISIOn or section of this Lease Agreement
conflicts with applicable law, or is otherwise held to be unenforceable, the remaining provisions
shall nevertheless be enforceable and shall be carried into effect.
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 7
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5. ASSIGNMENT. This Lease Agreement may not be assigned 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.
6. CHOICE OF LAW. This Lease Agreement and its performance shall be construed in
accordance with and governed by the laws of the State of Idaho, with venue for any action
brought pursuant to this Lease Agreement to be in the Fourth Judicial District, State of Idaho.
7. MERGER AND INTEGRATION. This writing embodies the whole agreement of the
parties. There are no promises, terms, conditions, or obligations other than those contained in
this Lease Agreement. All previous and contemporaneous communications, representations, or
agreements, either verbal or written, between the parties are superseded by this Lease
Agreement.
8. DEFAULT, NOTIFICATION OF AND CURE. Any of the following shall constitute an
"Event of Default":
1. This Lease or the Property or any part of the Property are taken upon execution or
by other process of law directed against City, or are taken upon or are subject to any
attachment at the instance of any creditor or claimant against City, and the attachment is
not discharged or disposed of within thirty (30) days after its levy;
2. City or any guarantor of City files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or under
any insolvency act of any state, or admits the material allegations of any such petition by
answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors;
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 8
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3. City attempts to assign, pledge, mortgage, transfer or sublet City's interest under
this Lease without County's prior written consent, except as permitted herein; or
4. City breaches any other agreement, term, covenant or condition of this Lease and
such breach continues for a period of thirty (30) days after written notice from County to
City, or, if such breach cannot be cured reasonably within such thirty (30) day period and
City fails to commence and proceed diligently to cure such breach within a reasonable
time period.
5. If anyone or more Events of Default occur, then County may, at County's option:
a. Notify City, in writing, that this Lease shall terminate as of the earliest
date permitted by law or on any later date specified in such notice, and City's
right to possession of the Property shall cease as of the date set forth in County's
notice of termination.
b. With or without terminating this Lease and only with written notice or
demand to City, re-enter and take possession of the Property using such
procedures as may, from time to time, be provided by law to expel City and those
claiming through or under City, and to remove the effects of either or both.
County's exercise of such right of re-entry shall not subject County to liability for
conversion or trespass and shall not affect County's right to recover any amounts
due as a result of any preceding breach of covenants or conditions.
c. In the event of re-entry by County as set forth in subparagraph b) above,
or should County take possession pursuant to legal proceedings or otherwise,
County may, from time to time, without terminating this Lease, re-let the Property
or any part of the Property in County's name.
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 9
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d. With or without terminating this Lease and without demand or notice to
City, to cure any Event of Default and charge City for the cost of effecting such
cure, including, without limitation, attorneys' fees.
6. Any suit or suits for the recovery of the amounts and damages set forth above may
be brought by County, from time to time, at County's election, and nothing in this Lease
will be deemed to require County to await the date upon which this Lease or the Lease
Term would have expired had not Event of Default occurred. Each right and remedy
provided to County in this Lease is cumulative and is in addition to any other right or
remedy provided to County in this Lease or existing now or after the date of this Lease at
law or in equity or by statute or otherwise. All costs incurred by County in collecting any
amounts and damages owing by City pursuant to the provisions of this Lease or to
enforce any provision of this Lease, including reasonable attorneys' fees from the date
any such matter is turned over to an attorney, whether or not one or more actions are
commenced by County, will also be recoverable by County from City.
10. PERFORMANCE. The failure of a party hereto to insist upon strict performance or
observation of this Lease Agreement shall not be a waiver of any breach or of any terms or
conditions of this Lease Agreement by any other party.
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 10
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IN WITNESS WHEREOF, the parties have hereunto executed this Agreement and made
it effective as herein above provided.
BOARD OF ADA COUNTY COMMISSIONERS
LESSOR
ABSENT
By:
Judy M. Peavey-Derr, Chairman
Rick Yzaguirre, Co iss oner
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By:
By:
THE CITY OF EAGLE
LESSEE
By:
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ATTEST:
Sharon K. Bergmann, Eagle ity Clerk
LEASE AGREEMENT BETWEEN ADA COUNTY AND THE CITY OF EAGLE FOR
ADA-EAGLE SPORTS COMPLEX - PAGE 11
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Eagle/Ada Sports Park
Exhibit A
A parcel of land located in Lot 1, Block 1, Hidden Hollow Subdivision, in
Sedions 2 and 3, T.4 N. R. 1 E. 8.M_, Ada County, Idaho more particularly
described as follows:
Commencing at the West Quarter Comer of said Section 2 and being the REAL
POINT OF BEGINNING:
Thence N. 690 29' 29'" W. 665_66 feet to a point on the easterly right of way of
Idaho State Highway No. 55;
Thence S. 180 06' 50" E. 2111.37 feet along said easterly right of way;
Thence a distance of 606.27 feet along a curve to the right having a radius of
1945.94 feet. a central angle of 170 51' 03", and a long chord of S. 09" 11' 18" E.
603.82 feet to a point on the south boundary of said Section 2;
Theoce S. 890 11' 34' E. 1665.40 feet along said south boundary of said Section
2 to a poin}'
Thence N. 0" 38' 23" W. 3046-1 B feet to a point on the north boundary of the
SWA of sa Section 2;
Thence N. pgo 40' 28" W. 400.00 feet to the REAL POINT OF BEGINNING, said
parcel COmrir\S 84.91 Acres.
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